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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)
December 28, 1995
STRUCTURED ASSET SECURITIES CORPORATION (as depositor under the Trust
Agreement, dated as of December 1, 1995, providing for the issuance of
Structured Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 1995-4)
Structured Asset Securities Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 33-48771 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
New York, New York -------------------
------------------------ (Zip Code)
(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 Asset Trust 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. 33-48771) (the "Registration Statement").
Pursuant to the Registration Statement, the Registrant issued approximately
$201,340,618 in aggregate principal amount of Class A, Class B1, Class B2,
Class B3 and Class R Certificates of its Structured Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1995-4 on December 28,
1995. 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 December 18, 1995, 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 December 1, 1995,
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between Structured Asset Securities Corporation, as depositor (the
"Depositor"), and Norwest Bank Minnesota, N.A., as trustee (the "Trustee").
The Certificates consist of seven classes: Class A, 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 adjustable rate, fully amortizing, conventional, first lien, residential
mortgage loans (the "Mortgage Loans") with an aggregate outstanding principal
balance of approximately $203,889,234 as of December 1, 1995 (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 December 18, 1995, between
Structured Asset Securities Corporation, as Depositor,
and Lehman Brothers Inc., as Underwriter.
1.2 Terms Agreement, dated December 18, 1995, among
Structured Asset Securities Corporation, Lehman
Brothers Inc. and Mellon Financial Markets, Inc.
4.1 Trust Agreement, dated as of December 1, 1995, between
Structured Asset Securities Corporation, as Depositor,
and Norwest Bank Minnesota, N.A., as Trustee.
99 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/ Wayne C. Olson
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Name: Wayne C. Olson
Title: Senior Vice President
Dated: January 11, 1996
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EXHIBIT INDEX
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Exhibit No. Description Page No.
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1.1 Underwriting Agreement
1.2 Terms Agreement
4.1 Trust Agreement
99 Mortgage Loan Schedule
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STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
December 18, 1995
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)
a pool of adjustable-rate, fully amortizing, conventional, first lien
residential mortgage loans (the "Mortgage Loans"), (b) 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, (c) a pool of 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, (d) participation certificates representing undivided
ownership interests in a pool of mortgage loans as described above, (e) pass-
through certificates guaranteed by the Federal National Mortgage Association
in the event that some of the Mortgage Loans are not available for delivery
on the Closing Date or (f) loans issued in connection with the sale of
manufactured homes and secured by such manufactured homes.
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The Primary Assets in each Trust Fund may 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, a master servicer, if applicable, to be
identified in the prospectus supplement for each such Series (the "Master
Servicer"), and a trustee to be identified in the prospectus supplement for
each such Series (the "Trustee").
Credit enhancement with respect to any class of Certificates may
be provided pursuant to the terms of one or more irrevocable financial
guaranty insurance policies (each, a "Policy") to be issued by an insurer
with respect thereto. Credit enhancement with respect to the Mortgage Loans
included in the Trust Fund for a Series may be provided by one or more of the
following, as indicated in the Trust Agreement: an irrevocable stand-by
letter of credit (the "Letter of Credit") issued by the financial institution
named in the related Trust Agreement (the "L/C Bank"), a policy of mortgage
pool insurance (the "Pool Insurance Policy"), limited in coverage and issued
by the entity named in the related Trust Agreement (the "Pool Insurer"), a
policy of special hazard insurance (the "Special Hazard Insurance Policy"),
limited in coverage and issued by the entity named in the related Trust
Agreement (the "Special Hazard Insurer"), a policy of insurance or surety
bond providing coverage against loss resulting from the occurrence of certain
contingencies in connection with the bankruptcy of the obligor under a
mortgage note relating to a Mortgage Loan (the "Mortgagor Bankruptcy Bond"),
limited in scope and issued by the entity named in the related Trust
Agreement (the "Mortgagor Bankruptcy Insurer") and a Mortgage Repurchase Bond
(the "Mortgage Repurchase Bond"), limited in scope and issued by an entity
named in the Trust Agreement. If so specified in the Reference Agreement
with respect to a Series, in lieu of, or in addition to, the foregoing
methods of credit enhancement, a fund may be established (the "Reserve Fund")
into which payments on or with respect to a percentage of the Mortgage Loans
included in the Trust Fund, as specified in such Trust Agreement, will be
deposited or payments made on one or more specified Classes (as defined
below) of Certificates may be subordinated to one or more other Classes of
Certificates (the first classes of such Certificates the "Subordinated
Certificates") or may be made available to the Reserve Fund (such fund a
"Subordination Reserve Fund"). If so specified in the Trust Agreement with
respect to a Series, the Trust Fund for a Series of Certificates may also
include one or more accounts or funds established by the Depositor pursuant
to such Trust Agreement, or one or more methods of credit enhancement in lieu
of, or in addition to, the methods of credit enhancement specified above
(such forms of credit enhancement to be referred to individually or
collectively as the "Alternative Credit Enhancement").
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The Mortgage Loans may be serviced by a servicer (the "Master
Servicer") who may, pursuant to the terms of the Trust Agreement, subcontract
some or all of its servicing duties to sub-servicers ("Sub-Servicers") under
separate servicing agreements between the Master Servicer and such
Sub-Servicers. Each of the Master Servicer and the Sub-Servicer must be
approved as a seller-servicer by the Federal Home Loan Mortgage Corporation
or the Federal National Mortgage Association, pursuant to separate servicing
agreements ("Servicing Agree-ments"). If so specified in the Trust
Agreement, the performance of the obligations of the Master Servicer under
each Trust Agreement will be guaranteed by a bond, insurance policy,
corporate guaranty or other form of insurance coverage (the "Performance
Bond") issued by the entity specified in the Trust Agreement.
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 or stated principal balance,
pass-through rate with respect to the Mortgage Loans in the related Trust
Fund, the percentage interest, if any, evidenced by each Class in the
payments of principal of and interest on, or with respect to, the Mortgage
Loans included in the related Trust Fund, the stated principal balance and
interest rate, if any, priority of payment among Classes, credit enhancement
with respect to the Mortgage Loans 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 variable 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 an exhibit, 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
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Terms Agreement shall specify the undivided interest, principal or notional
amount, or stated principal balance, 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 public offering price or the method by
which the price at which such Certificates are to be sold will be determined.
The Terms Agreement, which shall be substantially in the form of Exhibit A
hereto, may take the form of an exchange of any standard form of written
telecommunication between you and the Depositor.
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
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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, 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 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
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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 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
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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 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 Master Servicer, on behalf
of the Trustee, against the applicable Sub-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;
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(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 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;
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(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 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
time thereafter 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 fully
registered form, or maintained through the facilities of The Depository Trust
Company, as indicated in the applicable Terms Agreement, 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 (or
if no such request is made, the Certificates will be in the form of a single
Certificate made out to the Representative), and will be made available for
checking and packaging at the office of Lehman Brothers 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.
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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
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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 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
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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 Mortgage Loans for the
related Series from those on which a Collateral Term Sheet 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, 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, that the
-------- -------
Depositor
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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 make generally available to the
holders of the Certificates (the "Certificateholders") of the related Series,
in each case as soon as practicable, earning statements covering ((i)) a
period of 12 months beginning not later than the first day of the related
Trust's fiscal quarter next following the effective date of the Registration
Statement (and (ii) a period of 12 months beginning no later than the first
day of such Trust's fiscal quarter next following the date of the related
Terms Agreement and each filing under the Exchange Act of an annual report
on Form 10-K, which will satisfy the provisions of Section 11(a) of the Act
with respect to the related Series of Certificates). 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
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 (two of which will be signed and will include all
documents and exhibits thereto or incorporated by reference therein), 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:
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(i) furnish to you, and upon 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, certified by
a nationally recognized firm of independent public accountants, 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 its counsel) incurred by them in connection with
qualification of the 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
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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) unless otherwise specified in the applicable Terms
Agreement, 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 two highest rating categories by a nationally recognized statistical
rating organization;
(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 the Private Placement Memorandum) 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
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(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 this agreement ((or, in the case of the
Privately Offered Certificates, the Purchase 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 (and the Purchase Agreement)
have been duly authorized, executed and delivered by the Depositor;
(v) The execution and delivery by the
Depositor of each of this agreement(, the Purchase 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;
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(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 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, the Trust Fund will qualify as a REMIC
pursuant to Section 860D of the Code, the Class A, Class B1, Class B2, Class
B3, Class B4 and Class B5 Certificates will be considered to be "regular
interests" in the REMIC within the meaning of the Code, and the Class R
Certificate will be considered to be the sole class of "residual interest"
in the REMIC within the meaning of the Code;
(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
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<PAGE>
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; and
((xiii) Subject to the accuracy of the Depositor's
and Lehman Brothers's representations in the Purchase Agreement, and in
reliance thereon without any independent verification by such counsel, and
provided that the Privately Offered Certificates are sold in the manner
contemplated by the Purchase Agreement, the offer and sale of such
Certificates to Lehman Brothers on the date of such counsel's opinion is not
a transaction requiring registration under the Act, as in effect on the date
of such counsel's opinion.)
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 (xi) 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.
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
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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 the issuer of the Performance Bond, 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 an opinion of
counsel to any issuer of the Policy, dated the applicable Closing Date, and
in the form agreed to on or prior to the date of the applicable Terms
Agreement;
(i) if applicable, you shall have received the favorable
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 Trust
Agreement would require such qualification;
(ii) the execution and delivery by the Master
Servicer of the applicable Trust 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, administra-tive
regulation or administrative or court decree;
(iii) the Trust 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, 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,
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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) 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;
(j) 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;
(k) 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;
(l) 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; (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 knowledge, threatened,
which could have a material effect upon the Depositor or upon the
transactions contemplated by this Agreement; and (vi) attached thereto are
true and correct copies of a letter from the rating agency or agencies rating
the Certificates subject to this Agreement
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confirming that, unless otherwise specified in the applicable Terms
Agreement, and that the Certificates have been rated in one of the two
highest rating categories established by such agency or agencies and
that such rating has not been lowered since the date of such letter;
(m) if applicable, you shall have received letters dated the
applicable Closing Date from counsel rendering opinions to any nationally
recognized statistical rating organization rating the applicable Series of
Certificates, to the effect that you may rely upon their opinion to such
rating organization, as if such opinion were rendered to you; and
(n) you shall have received a certificate of the Trustee,
signed by one or more duly authorized officers of the Trustee, dated the
applicable Closing Date, as to the due acceptance of the applicable Trust
Agreement by the Trustee and the due authorization and delivery of the
Certificates of such Series by the Trustee thereunder.
The Depositor will furnish you with such conformed 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) 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
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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 either (x) any
Computational Materials or ABS Term Sheets (or amendments or supplements
thereof) included in such Current Report (or amendment or supplement thereof)
or (y) any written or electronic materials furnished to prospective investors
on which the Computational Materials (or amendments or supplements) were
based, (ii) such indemnity with respect to any Prospectus or any Corrected
Statement (as defined below) in any Prospectus (or supplement thereto) 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 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
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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 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 the
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
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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 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
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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 Commission to the Public Securities
Association (together, the "Kidder Letters") and the filing of such 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") and the filing of such 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 at the address specified in Section 3 hereof 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
24
<PAGE>
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 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, and 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
(or any written or electronic materials on which the Computational Materials
are based) 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
25
<PAGE>
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 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, 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 (i) the Depositor determines that 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
26
<PAGE>
adequacy of, or to correct, any such amendment or supplement provided by any
Underwriter to the Depositor pursuant to this paragraph (e) or (ii) the
Depositor reasonably determined that such filing is not required under the
Act and the Underwriters do not object as provided below.
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 this paragraph (a) shall be effected by delivering four
copies of such materials to counsel for the Depositor on behalf of the
Depositor at the address specified in Section 3 hereof 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;
27
<PAGE>
(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 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(d) 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
28
<PAGE>
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, 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 (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
29
<PAGE>
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
11. 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 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
30
<PAGE>
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 by them pursuant to Section 5(g), 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 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
31
<PAGE>
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 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 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.
32
<PAGE>
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.
33
<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/ Michael J. O'Hanlon
---------------------------------------
Name: Michael J. O'Hanlon
Title: Chairman of the Board
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
LEHMAN BROTHERS INC.
Acting on behalf of itself and
as the Representative of the
Underwriters named in the
Terms Agreement.
By: /s/ Michael J. O'Hanlon
------------------------------
Name: Michael J. O'Hanlon
Title: Managing Director
34
<PAGE>
EXHIBIT A
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 19__-__
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 ___________, 19__ (the
"Standard Terms," and together with this Terms Agreement, the "Agreement").
SERIES DESIGNATION: Series 19__-_.
- ------------------
TERMS OF THE SERIES 19__-_ CERTIFICATES: Structured Mortgage Asset
- ---------------------------------------
Residential Trust, Series 19__-_ 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 adjustable-rate, fully amortizing, conventional, first
lien residential mortgage loans (the "Mortgage Loans"). The Certificates
consist of _____ 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 _____.
35
<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 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(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 for the account of Lehman Brothers
Inc. (and for the account of Mellon Financial Markets, Inc.)
LEHMAN BROTHERS INC.
By:
--------------------------
Name:
Title:
(________________________)
By:
-------------------------
Name:
Title:
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By:
------------------------------
Name:
Title:
36
<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 (2) $ % $ $
Class (2) $ % $ $
Class (2) $ % $ $
Class (2) $ % $ $
Class (2) $ % $ $
=============== ========== ============= ===========
Total/ $ % $ $
Wtd Avg
</TABLE>
(1) Approximate.
(2) The interest rate on the Class __, Class __, Class __, Class __ and
Class __ Certificates is equal to the weighted average of the Net
Mortgage Rates (as set forth in the Prospectus Supplement) on the
Mortgage Loans.
37
<PAGE>
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1995-4
TERMS AGREEMENT
---------------
Dated: December 18, 1995
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of December 1, 1995 (the "Trust Agreement").
Re: Underwriting Agreement Standard Terms dated as of December 18, 1995 (the
"Standard Terms," and together with this Terms Agreement, the "Agreement").
SERIES DESIGNATION: Series 1995-4.
- ------------------
TERMS OF THE SERIES 1995-4 CERTIFICATES: Structured Mortgage Asset
- ---------------------------------------
Residential Trust, Series 1995-4 Mortgage Pass-Through Certificates, Class
A, Class R, Class B1, Class B2, Class B3, Class B4 and Class B5 (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 adjustable-rate, fully amortizing, conventional, first
lien residential mortgage loans (the "Mortgage Loans"). The Certificates
consist of seven classes: Class A, Class R, Class B1, Class B2, Class B3,
Class B4 and Class B5. Only the Class A, Class B1, Class B2, Class B3 and
Class R Certificates (collectively, the "Offered Certificates") are being
sold pursuant to the terms hereof.
REGISTRATION STATEMENT: File Number 33-(99598).
- ----------------------
CERTIFICATE RATINGS: It is a condition of Closing that at the Closing Date
- -------------------
the Class A and Class R Certificates be rated "AAAr" by Standard & Poor's
Rating Services ("S&P") and "AAA" by Fitch Investors Service, L.P. ("Fitch");
that the Class B1 Certificates be rated "AAr" by S&P and "AA" by Fitch; that
the Class B2 Certificates be rated "Ar" by S&P and "A" by Fitch; and that the
Class B3 Certificates be rated "BBBr" by S&P and "BBB" by Fitch.
1
<PAGE>
TERMS OF SALE OF OFFERED CERTIFICATES: The Depositor agrees to sell to
- -------------------------------------
Lehman Brothers Inc. and Mellon Financial Markets, Inc. (the "Underwriters")
and Lehman Brothers Inc. and Mellon Financial Markets, Inc. each agree,
severally and not jointly, to purchase from the Depositor, the Offered
Certificates in the principal amounts and prices set forth beneath their
respective names on Schedule 1. 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 Underwriters 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: December 1, 1995
- ------------
CLOSING DATE: 10:00 A.M., New York time, on or about December 28, 1995. On
- ------------
the Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriters against payment therefor for the account of Lehman Brothers Inc.
and for the account of Mellon Financial Markets, Inc.
LEHMAN BROTHERS INC.
By: /s/ Michael J. O'Hanlon
-------------------------
Name: Michael J. O'Hanlon
Title: Managing Director
MELLON FINANCIAL MARKETS, INC.
By: /s/ Stephen Cobain
-------------------------
Name: Stephen Cobain
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Michael J. O'Hanlon
-------------------------
Name: Michael J. O'Hanlon
Title: Chairman of the Board
2
<PAGE>
Schedule 1
----------
<TABLE>
<CAPTION> Approximate
Approximate Amount
Approximate Amount Purchased by
Initial Certificate Purchase Purchased by Mellon
Certificate Principal Price Lehman Financial
Class Rate Amount (1) Percentage Brothers Inc. Markets, Inc.
- ----- ----------- -------------------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Class A (2) $195,223,841 101.344% $180,223,841 $15,000,000
Class R (2) $ 100 0% $ 100 $ 0
Class B1 (2) $ 3,568,062 101.109% $ 3,568,062 $ 0
Class B2 (2) $ 1,529,169 97.750% $ 1,529,169 $ 0
Class B3 (2) $ 1,019,446 91.563% $ 1,019,446 $ 0
============ ======== ============ ===========
Total/ $201,340,618 101.259% $186,340,618 $15,000,000
Wtd Avg
</TABLE>
(1) Approximate.
(2) The interest rate on the Class A, Class B1, Class B2, Class B3 and Class
R Certificates is equal to the weighted average of the Net Mortgage Rates
(as set forth in the Prospectus Supplement) on the Mortgage Loans.
3
<PAGE>
STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,
and
NORWEST BANK MINNESOTA, N.A., as Trustee
___________________________
TRUST AGREEMENT
Dated as of December 1, 1995
___________________________
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1995-4
1
<PAGE>
TABLE OF CONTENTS
Section Page
- ------- ----
ARTICLE I
DEFINITIONS
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Calculations Respecting Mortgage Loans . . . . . . . . . . . . . . 26
1.3 Calculations Respecting Accrued Interest . . . . . . . . . . . . . 26
ARTICLE II
DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES
2.1 Creation and Declaration of Trust Fund;
Conveyance of Mortgage Loans . . . . . . . . . . . . . . . . . . . 27
2.2 Acceptance of Trust Fund by Trustee: Review
of Documentation for Trust Fund . . . . . . . . . . . . . . . . . 30
2.3 Representations and Warranties of the Depositor . . . . . . . . . 31
2.4 Discovery of Breach . . . . . . . . . . . . . . . . . . . . . . . 39
2.5 Repurchase, Purchase or Substitution of
Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 40
2.6 (Reserved) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
2.7 Purchase of Converted Mortgage Loans . . . . . . . . . . . . . . . 41
2.8 Grant Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
ARTICLE III
THE CERTIFICATES
3.1 The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 42
3.2 Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
3.3 Transfer and Exchange of Certificates . . . . . . . . . . . . . . 43
3.4 Cancellation of Certificates . . . . . . . . . . . . . . . . . . . 47
3.5 Replacement of Certificates . . . . . . . . . . . . . . . . . . . 47
3.6 Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . 48
3.7 Temporary Certificates . . . . . . . . . . . . . . . . . . . . . . 48
3.8 Appointment of Paying Agent . . . . . . . . . . . . . . . . . . . 49
3.9 Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . . 49
3.10 Notices to Clearing Agency . . . . . . . . . . . . . . . . . . . . 50
3.11 Definitive Certificates . . . . . . . . . . . . . . . . . . . . . 50
1
<PAGE>
ARTICLE IV
ADMINISTRATION OF THE TRUST FUND
4.1 Collection Account . . . . . . . . . . . . . . . . . . . . . . . . 51
4.2 Application of Funds in the Collection Account . . . . . . . . . . 52
4.3 Reports to Certificateholders . . . . . . . . . . . . . . . . . . 53
4.4 Certificate Account . . . . . . . . . . . . . . . . . . . . . . . 56
ARTICLE V
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
5.1 Distributions Generally . . . . . . . . . . . . . . . . . . . . . 57
5.2 (Reserved) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
5.3 (Reserved) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
5.4 (Reserved) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
5.5 (Reserved) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
5.6 Distributions from the Certificate Account . . . . . . . . . . . . 58
5.7 (Reserved) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.8 Allocation of Realized Losses . . . . . . . . . . . . . . . . . . 61
5.9 (Reserved) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.10 (Reserved) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.11 Trustee Advances . . . . . . . . . . . . . . . . . . . . . . . . . 61
ARTICLE VI
CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
6.1 Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . 62
6.2 Certain Matters Affecting the Trustee . . . . . . . . . . . . . . 63
6.3 Trustee Not Liable for Certificates . . . . . . . . . . . . . . . 64
6.4 Trustee May Own Certificates . . . . . . . . . . . . . . . . . . . 65
6.5 Eligibility Requirements for Trustee . . . . . . . . . . . . . . . 65
6.6 Resignation and Removal of Trustee . . . . . . . . . . . . . . . . 65
6.7 Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . 66
6.8 Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . 67
6.9 Appointment of Co-Trustee, Separate Trustee
or Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
6.10 Authenticating Agents . . . . . . . . . . . . . . . . . . . . . . 69
6.11 Indemnification of Trustee . . . . . . . . . . . . . . . . . . . . 70
6.12 Fees and Expenses of Trustee . . . . . . . . . . . . . . . . . . . 71
6.13 Collection of Monies . . . . . . . . . . . . . . . . . . . . . . . 71
6.14 Trustee To Act; Appointment of Successor . . . . . . . . . . . . . 72
6.15 Additional Remedies of Trustee Upon Event of Default . . . . . . . 73
6.16 Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . . . . 73
2
<PAGE>
6.17 Notification to Holders . . . . . . . . . . . . . . . . . . . . . 74
6.18 Directions by Certificateholders and Duties of
Trustee During Event of Default . . . . . . . . . . . . . . . . . 74
6.19 Action Upon Certain Failures of the Servicer
and Upon Event of Default . . . . . . . . . . . . . . . . . . . . 74
ARTICLE VII
PURCHASE AND TERMINATION
OF THE TRUST FUND
7.1 Termination of Trust Fund Upon Repurchase
or Liquidation of All Mortgage Loans . . . . . . . . . . . . . . . 75
7.2 Procedure Upon Termination of Trust Fund . . . . . . . . . . . . . 76
7.3 Additional Trust Fund Termination Requirements . . . . . . . . . . 77
ARTICLE VIII
RIGHTS OF CERTIFICATEHOLDERS
8.1 Limitation on Rights of Holders . . . . . . . . . . . . . . . . . 78
8.2 Access to List of Holders . . . . . . . . . . . . . . . . . . . . 79
8.3 Acts of Holders of Certificates . . . . . . . . . . . . . . . . . 79
ARTICLE IX
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
9.1 Trustee To Retain Possession of Certain Documents . . . . . . . . 81
9.2 Preparation of Tax Returns and Other Reports . . . . . . . . . . . 81
9.3 Release of Mortgage Files . . . . . . . . . . . . . . . . . . . . 82
ARTICLE X
REMIC ADMINISTRATION
10.1 REMIC Administration . . . . . . . . . . . . . . . . . . . . . . 83
10.2 Prohibited Transactions and Activities . . . . . . . . . . . . . 85
10.3 Indemnification with Respect to Certain Taxes
and Loss of REMIC Status . . . . . . . . . . . . . . . . . . . . 86
3
<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 Binding Nature of Agreement; Assignment . . . . . . . . . . . . . 86
11.2 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . 86
11.3 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
11.4 Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 88
11.5 Rule 144A Information . . . . . . . . . . . . . . . . . . . . . . 88
11.6 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 88
11.7 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
11.8 Severability of Provisions . . . . . . . . . . . . . . . . . . . 89
11.9 Indulgences; No Waivers . . . . . . . . . . . . . . . . . . . . . 89
11.10 Headings Not To Affect Interpretation . . . . . . . . . . . . . . 89
11.11 Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . 89
11.12 Special Notices to the Rating Agencies. . . . . . . . . . . . . . 90
11.13 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 91
4
<PAGE>
ATTACHMENTS TO TRUST AGREEMENT
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(a) Residual Certificate Affidavit (U.S. Holder)
Exhibit D-l(b) Residual Certificate Affidavit (Foreign Holder)
Exhibit D-2(a) Transferee's Letter (U.S. Transferee)
Exhibit D-2(b) Transferee's Letter (Foreign Transferee)
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
Schedule A Mortgage Loan Schedule
5
<PAGE>
This TRUST AGREEMENT dated as of December 1, 1995 (the "Agreement") is
by and between STRUCTURED ASSET SECURITIES CORPORATION, a Delaware
corporation, as depositor (the "Depositor"), and NORWEST BANK MINNESOTA,
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 tables set forth the Class designation, type, Pass-Through
Rate, initial aggregate Certificate Principal Amount and Final Scheduled
Distribution Date for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
1
<PAGE>
<TABLE>
<CAPTION>
Initial Certificate Principal Final Scheduled Distribution
Class Designation Pass-Through Rate Amount (1) Date
<C> <S> <S> <S>
Class A (2) $195,223,841.00 December 25, 2026
Class B1 (2) 3,568,062.00 December 25, 2026
Class B2 (2) 1,529,169.00 December 25, 2026
Class B3 (2) 1,019,446.00 December 25, 2026
Class B4 (2) 1,835,003.00 December 25, 2026
Class B5 (2) 713,612.73 December 25, 2026
Class R (2) 100.00 December 25, 2026
</TABLE>
______________________
(1) As of December 1, 1995.
(2) Determined as provided herein.
As of the Cut-Off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $203,889,233.73.
In consideration of the mutual agreements herein contained, the
Depositor and the Trustee hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. The following words and phrases, unless
-----------
the context otherwise requires, shall have the following meanings:
"Accepted Servicing Practices" shall have the meaning assigned
----------------------------
thereto in the Servicing Agreement.
"Accountant" means 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" means, with respect to any Class of
----------------------------
Certificates and any Distribution Date, one-twelfth of the product of the
Pass-Through Rate and the outstanding Aggregate Certificate Principal Amount
of such Class of Certificates immediately preceding such Distribution Date.
"Additional Collateral" means any real or personal property (other
---------------------
than the related Mortgaged Property), securities, cash, instruments,
contracts or other documents constituting or evidencing collateral pledged as
additional security for a Mortgage Loan.
2
<PAGE>
"Advance" means a P&I Advance or a Servicing Advance.
-------
"Affiliate" means, 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 Certificate Principal Amount" means the aggregate of the
--------------------------------------
Certificate Principal Amounts of the Certificates at the date of
determination. With respect to a Class of Certificates, Aggregate
Certificate Principal Amount means the aggregate of the Certificate Principal
Amounts of all Certificates of that Class on the date of determination.
"Aggregate Principal Balance" means the aggregate of the Principal
---------------------------
Balances for all Mortgage Loans at the date of determination.
"Agreement" means this Trust Agreement and all amendments and
---------
supplements hereto.
"Appraised Value" means the amount set forth in an appraisal of the
---------------
Mortgaged Property.
"Assignment of Mortgage" means 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 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" means any authenticating agent appointed by
--------------------
the Trustee pursuant to Section 6.10.
"Authorized Officer" means any Person who may execute an Officer's
------------------
Certificate on behalf of the Depositor.
"Available Distribution Amount" means, on any Distribution Date, the
-----------------------------
sum of the following amounts:
3
<PAGE>
(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; and
(d) all amounts due or reimbursable to the Servicer pursuant
to the terms of this Agreement; and
(2) any other payment required to be made by the Servicer or the
Depositor or any other person with respect to such Distribution Date
(including the Purchase Price with respect to any Mortgage Loan required
to be repurchased, or sold pursuant to Article VII hereof by the
Depositor, the Seller, or any other Person and the purchase price for
any Converted Mortgage Loan).
"Bankruptcy" means, 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.
4
<PAGE>
"Bankruptcy Loss Limit" means, 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" means (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" means 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" shall mean 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 3.9; 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."
"Business Day" means any day other than (i) a Saturday or a Sunday,
------------
(ii) a legal holiday in New York, New York or the city in which the Corporate
Trust Office of the Trustee is located, or (iii) a day on which banking
institutions in New York, New York or the city in which the Corporate Trust
Office of the Trustee is located are authorized or obligated by law or
executive order to be closed.
"Certificate" means anyone of the certificates signed and
------------
countersigned by the Trustee in substantially the forms attached hereto as
Exhibit A.
"Certificate Account" means the account maintained by the Trustee in
-------------------
accordance with the provisions of Section 4.4.
5
<PAGE>
"Certificateholder" has the meaning provided in the definition of
-----------------
"Holder."
"Certificate Owner" shall mean, 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" means, with respect to any
----------------------------
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 and all Realized Losses
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 giving effect to all distributions made on such
date.
"Certificate Register" and "Certificate Registrar" mean the register
-------------------- ---------------------
maintained and the registrar appointed pursuant to Section 3.2.
"Class B Certificate" means any Class B1, Class B2, Class B3, Class
--------------------
B4 or Class B5 Certificate.
"Class Percentage" means, for each Class of Certificates, for each
----------------
Distribution Date, the percentage obtained by dividing the Aggregate
Certificate Principal Amount of such Class immediately prior to such
Distribution Date by the then Aggregate Certificate Principal Amount of all
Certificates.
"Clearing Agency" shall mean an organization registered as a
---------------
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended.
"Clearing Agency Participant" shall mean 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" means December 28, 1995.
------------
"Code" means the Internal Revenue Code of 1986, as amended, and as it
----
may be further amended from time to time, any successor
6
<PAGE>
statutes thereto, and applicable U.S. Department of Treasury regulations
issued pursuant thereto in temporary or final form.
"Collection Account" means a separate account established and
------------------
maintained by the Trustee pursuant to Section 4.1.
"Collection Period" means, with respect to any Distribution Date, the
-----------------
period beginning on the 14th 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 13th day of the month in
which such Distribution Date occurs.
"Conventional Loan" means a Mortgage Loan that is not insured by the
-----------------
FHA or guaranteed by the VA.
"Converted Mortgage Loan" means any Convertible Mortgage Loan with
-----------------------
respect to which the Mortgagor has exercised its option to convert the
Mortgage Rate from an adjustable to a fixed rate.
"Convertible Mortgage Loans" means a Mortgage Loan pursuant to which
--------------------------
the Mortgagor may elect to convert the Mortgage Rate from an adjustable rate
to a fixed rate of interest.
"Cooperative Loan" means a loan secured by a first lien against
----------------
shares issued by a cooperative apartment corporation and a Mortgagor's
leasehold interest in a cooperative apartment located in the related
building.
"Cooperative Loan Documents" means, 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 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" means 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 Sixth
and Marquette, Minneapolis,
7
<PAGE>
Minnesota 55479, Attention: Corporate Trust Services (SASCO 1995-4).
"Credit Support Percentage" means, for any Class of Subordinate
-------------------------
Certificates, and any Distribution Date, the sum of the Class Percentages of
all Classes of Certificates, as applicable, which have higher numerical class
designations than the Certificates of such Class.
"Custodial Account" means an account maintained by the Servicer
-----------------
pursuant to the Servicing Agreement into which it will deposit collections on
the Mortgage Loans.
"Cut-Off Date" means December 1, 1995.
------------
"Cut-Off Date Aggregate Principal Balance" means, 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, reduced by all
payments of principal due on or before the Cut-Off Date and not paid, and
increased by Scheduled Payments of principal due after the Cut-Off Date but
received by the Servicer on or before the Cut-Off Date.
"Debt Service Reduction" means, 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.
"Deficient Valuation" means, 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" means Certificates of any Class issued in
-----------------------
definitive, fully registered, certificated form.
"Deleted Mortgage Loan" means a Mortgage Loan which 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" means Structured Asset Securities Corporation, a Delaware
---------
corporation having its principal place of business in New York, or its
successors in interest.
"Disqualified Organization" means 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
8
<PAGE>
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" means the 25th day of each month or, if such day
-----------------
is not a Business Day, the next succeeding Business Day, commencing in
January 1996.
"Due Date" means, 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.
"Due Period" means, 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" means 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) are rated "A-1+" by S&P and "F-1+" by Fitch and whose long-term debt
obligations (or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the long-term debt or
deposit obligations of such holding company) are rated at least "A" by Fitch,
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
9
<PAGE>
in its fiduciary capacity, in a manner acceptable to the Trustee and the
Rating Agencies. Eligible Accounts may bear interest.
"Eligible Investments" means 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;
(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 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 "F-1+" by Fitch 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 Fitch;
(iii) repurchase agreements collateralized by Direct Obligations,
GNMAs, FNMAs or FHLMCs with any registered broker/dealer subject to the
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 "F-1+" or
"AAA" or better by Fitch and "A-1+" or "AAA" or better by S&P;
10
<PAGE>
(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 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 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 and rated "F-1+" by Fitch;
(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 Fitch and S&P or
(B) that would not adversely affect the then current rating by the
Rating Agencies 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,
11
<PAGE>
provided that any such investment will be a "permitted investment" within the
meaning of Section 860G(a)(5) of the Code.
"ERISA-Restricted Certificate" means any Class B Certificate.
----------------------------
"Event of Default" means 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" means 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" means the Federal Deposit Insurance Corporation or any
----
successor thereto.
"FHLMC" means 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" means, with respect to each Class
---------------------------------
of Certificates, the date so designated in the Preliminary Statement hereto.
"Fitch" means Fitch Investors Service, L.P., or any successor in
-----
interest.
"FNMA" means 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" means 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" means, as of the Cut-Off Date, $2,038,892, 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.
12
<PAGE>
"GNMA" means the Government National Mortgage Association, a wholly
----
owned corporate instrumentality of the United States within HUD.
"Holder" or "Certificateholder" means 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" means the United States Department of Housing and Urban
---
Development, or any successor thereto.
"Independent" means, 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. Independent means, 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.
"Insurance Policies" means 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" means 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" means, with respect to any Distribution
-----------------------
Date and any Class of 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
13
<PAGE>
the month preceding the month in which such Distribution Date occurs.
"Interest Shortfall" means, 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" means the original intervening assignments
-----------------------
of the Mortgage, notice of transfer or equivalent instrument.
"Lehman Capital" means Lehman Capital, a division of Lehman Brothers
--------------
Holdings Inc.
"Liquidated Mortgage Loan" means any defaulted Mortgage Loan as to
------------------------
which the Servicer had 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" shall have the meaning assigned thereto in the
--------------------
Servicing Agreement.
"Loan-to-Value Ratio" means the Principal Balance of a Mortgage Note
-------------------
as of the Cut-Off Date divided by the Original Value.
"Material Defect" shall have the meaning set forth in Section 2.2(c)
---------------
hereof.
"Mortgage" means a mortgage, deed of trust or other instrument
--------
encumbering a fee simple interest in the real property, together with
improvements thereto.
"Mortgage File" means the mortgage documents listed in Section 2.1(b)
-------------
pertaining to a particular Mortgage Loan required to be delivered to the
Trustee pursuant to this Agreement.
"Mortgage Loan" means each 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 2.1 or Section 2.5, including without limitation, each Mortgage Loan
listed on the Mortgage Loan Schedule, as amended from time to time.
"Mortgage Loan Schedule" means 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 2.2.
14
<PAGE>
"Mortgage Note" means the note or other evidence of indebtedness
-------------
evidencing the indebtedness of a Mortgagor secured by a Mortgage under a
Mortgage Loan.
"Mortgage Rate" means, for any Mortgage Loan, the per annum rate at
-------------
which interest accrues on such Mortgage Loan.
"Mortgaged Property" means (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" means the obligor on a Mortgage Note.
---------
"Net Mortgage Rate" means, with respect to any Mortgage Loan, the
-----------------
Mortgage Rate thereof reduced by the Servicing Fee Rate.
"Net Prepayment Interest Shortfall" means, with respect to any
---------------------------------
Mortgage Loan and any Distribution Date, the excess, if any, of any related
Prepayment Interest Shortfall for such date over any amount paid by the
Servicer in respect of such shortfall.
"Offering Document" means either of the prospectus supplement dated
-----------------
December 18, 1995, together with the accompanying prospectus dated December
18, 1995, relating to the Class A, Class R, Class B1, Class B2 and Class B3
Certificates, or the private placement memorandum dated December 18, 1995
relating to the Class B4 and Class B5 Certificates.
"Officer's Certificate" means 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" means 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
the REMIC.
"Original Credit Support Percentage" means, with respect to the Class
----------------------------------
B1 Certificates, 2.50%; with respect to the Class B2
15
<PAGE>
Certificates, 1.75%; with respect to the Class B3 Certificates, 1.25%; and
with respect to the Class B4 Certificates, 0.35%.
"Original Subordinate Principal Balance" means the aggregate
--------------------------------------
Certificate Principal Amount of the Subordinate Certificates as of the
Closing Date.
"Original Value" means 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, in either case including the
Appraised Value of exterior improvements to be completed on new construction
Mortgaged Property that has not previously been occupied, which improvements
were individually noted on the initial appraisal of the related Mortgaged
Property and will be completed within 120 days of the disbursement of the
related Mortgage Loan proceeds, which improvements do not exceed 15% of the
Original Value of the related Mortgaged Property, without giving effect to
this provision.
"P&I Advance" means an advance of Scheduled Payments on a Mortgage
-----------
Loan required to be advanced by the Servicer pursuant to the Servicing
Agreement.
"Pass-Through Rate" means, with respect to any Distribution Date, a
-----------------
per annum rate equal to the weighted average of the Net Mortgage Rates of the
Mortgage Loans, weighted on the basis of the Scheduled Principal Balances of
such Mortgage Loans as of the beginning of the related Due Period.
"Paying Agent" means any paying agent appointed pursuant to Section
------------
3.8.
"Percentage Interest" means, 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 thereof divided by the
initial Aggregate Certificate Principal Amount of all Certificates of the
same Class.
"Person" means 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" means Lehman Brothers Inc.
---------------
16
<PAGE>
"Plan Asset Regulations" means the Department of Labor regulations
----------------------
set forth in 29 C.F.R. 2510.3-101.
"Prepayment Interest Shortfall" means, 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 that actually
accrued on such Mortgage Loan for such Due Period.
"Prepayment Period" means, with respect to any Distribution Date, the
-----------------
calendar month preceding the month in which such Distribution Date occurs .
"Principal Balance" means, 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) on the first day of such Due Period (or,
in the case of the first Due Period, the principal balance of the Mortgage
Loan outstanding as of the Cut-Off Date, after application of 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 that was received, (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, which will be distributed pursuant to Section 5.2 on the
next Distribution Date, and (c) any Realized Loss on such Mortgage Loan to
the extent treated as a principal loss and which is realized during such
Prepayment Period.
"Principal Distribution Amount" means, with respect to any
-----------------------------
Distribution Date, the sum of the Senior Principal Distribution Amount and
the Subordinate Principal Distribution Amount.
"Principal Prepayment" means any Mortgagor payment of principal or
--------------------
other recovery of principal on a Mortgage Loan which is recognized as having
been received or recovered in advance of its scheduled Due Date and applied
to reduce the Principal Balance of the Mortgage Loan in accordance with the
usual practices of the Servicer.
"Proceeding" means any suit in equity, action at law or other
----------
judicial or administrative proceeding.
17
<PAGE>
"Purchase Price" means, with respect to the repurchase of a Mortgage
--------------
Loan pursuant to Section 2.1, 2.2, 2.4, 2.5 or 2.7 of this Agreement, an
amount equal to the sum of (a) 100% of the unpaid principal balance of such
Mortgage Loan, plus (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" means 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 "AAA" by S&P and Fitch 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 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 may
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
(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" means an insurance company duly qualified as such
-----------------
under the laws of the states in which the related Mortgaged Properties are
located, duly authorized and
18
<PAGE>
licensed in such states to transact the applicable insurance business and to
write the insurance provided and whose claims paying ability is rated "AAA"
by S&P and Fitch or whose selection as an insurer will not adversely affect
the rating of the Certificates.
"Qualifying Substitute Mortgage Loan" means, in the case of a
-----------------------------------
Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage Loan which,
on the date of substitution, (i) has a Principal Balance 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 within two
years of that of the related Deleted Mortgage Loan and not longer than the
latest Final Scheduled Distribution Date of any Class of Certificates
outstanding; and (iv) 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, (c) the remaining term to stated maturity
referred to in clause (iii) above shall be determined on a 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 and (d) the weighted average Loan-to-Value
Ratio of the Mortgage Pool will not increase by more than 1.0%. 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 Agencies" means Fitch and S&P.
---------------
19
<PAGE>
"Realized Loss" means (a) with respect to each Liquidated Mortgage
-------------
Loan, an amount equal to (i) the Principal Balance of the Mortgage Loan as of
the date of liquidation, plus (ii) interest at the applicable Mortgage Rate,
from the date as to which interest was last paid up to the Due Date, 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 which has become the subject of a Deficient
Valuation, the difference between the Principal Balance of the Mortgage Loan
immediately prior to such Deficient Valuation and the Principal Balance of
the 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 the liquidated Mortgage Loan, then to accrued unpaid interest and
finally to the Principal Balance of the Mortgage Loan.
"Record Date" means, with respect to a Distribution Date, the close
-----------
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs or, if such day is not a Business Day,
the Business Day immediately preceding such day.
"Regular Interest" means each Class of Certificates other than the
----------------
Residual Certificates.
"REMIC" means each segregated pool of assets in the Trust Fund
-----
designated as a REMIC pursuant to Section 10.1(a) hereof.
"REMIC Provisions" means 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" means 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 Business Day immediately
following if such 18th day is not a business day).
"REO Property" means 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.
20
<PAGE>
"Residual Certificate" means the Class R Certificate.
--------------------
"Responsible Officer" means, 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" means any Class B4 or Class B5 Certificate.
----------------------
"S&P" means Standard & Poor's Rating Services, a division of the
---
McGraw-Hill Companies, Inc., or any successor in interest.
"Sale and Assignment Agreement" means 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" means each scheduled payment of principal and
-----------------
interest or of interest only, 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,
means an amount equivalent to the Scheduled Payment that would have been due
on the related Mortgage Loan if the Mortgage Loan had remained in existence.
"Scheduled Principal Balance" means (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 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).
21
<PAGE>
"Senior Certificate" means any Class A or Class R Certificate.
------------------
"Senior Percentage" means, for any Distribution Date, the percentage
-----------------
equivalent of a fraction the numerator of which is the aggregate Certificate
Principal Amounts of the Senior Certificates immediately prior to such date
and the denominator of which is the aggregate Certificate Principal Amounts
of all Classes of Certificates immediately prior to such date.
"Senior Prepayment Percentage" means, for any Distribution Date
----------------------------
occurring during the ten years beginning on the first Distribution Date,
100%. The Senior Prepayment Percentage for any Distribution Date occurring
on or after the tenth 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, the Senior Percentage for such Distribution
Date; provided, however, that if on any of the foregoing Distribution Dates,
the Senior Percentage exceeds the initial Senior 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 will occur if, as
of the first Distribution Date as to which any such decrease applies, (i)
more than an average of 2% of the dollar amount of all Scheduled Payments on
the Mortgage Loans due in each of the preceding twelve months were delinquent
60 days or more (including for this purpose any Mortgage Loans in foreclosure
and the Scheduled Payments that would have been due on Mortgage Loans with
respect to which the related Mortgaged Property has been acquired by the
Trust Fund if the related Mortgage Loan had remained in existence) or (ii)
cumulative Realized Losses with respect to the Mortgage Loans exceed (a) with
respect to the Distribution Date on the tenth anniversary of the first
Distribution Date, 30% of the aggregate of the Original Subordinate Principal
Balance, (b) with respect to the Distribution Date on the eleventh
anniversary of the first Distribution Date, 35% of the Original Subordinate
Principal Balance, (c) with respect to the Distribution Date on the twelfth
anniversary of the first Distribution Date, 40% of the Original Subordinate
Principal Balance, (d) with respect to the Distribution Date on the
thirteenth anniversary of the first Distribution Date, 45% of the Original
Subordinate Principal Balance, and (e) with respect to the Distribution Date
on the
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fourteenth anniversary of the first Distribution Date, 50% of the Original
Subordinate Principal Balance.
Notwithstanding the foregoing, if on any Distribution Date (i) the
Subordinate Percentage equals at least twice the Subordinate Percentage for
the first Distribution Date, (ii) cumulative Realized Losses with respect to
the Mortgage Loans have not exceeded 30% of the Original Subordinate
Principal Balance, and (iii) not more than an average of 2% of the dollar
amount of all Scheduled Payments on the Mortgage Loans due in each of
preceding twelve months were delinquent 60 days or more (including for this
purpose any applicable Mortgage Loans in foreclosure and the Scheduled
Payments that would have been due on Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust Fund if the related
Mortgage Loan had remained in existence), then the Senior Prepayment
Percentage for such Distribution Date will be as follows: (A) as to any
Distribution Date prior to the third anniversary of the first Distribution
Date, the sum of (i) the Senior Percentage for such Distribution Date and
(ii) 50% of the Subordinate Percentage for such Distribution Date; or (B) as
to any Distribution Date thereafter, the Senior Percentage for such
Distribution Date.
"Senior Principal Distribution Amount" means, for any Distribution
------------------------------------
Date, the sum of the following amounts:
(i) the Senior Percentage for such date multiplied by the
principal portion of all Scheduled Payments on the Mortgage Loans due
during the related Due Period;
(ii) the product of (a) the Senior Prepayment Percentage for such
date and (b) the sum of the following amounts: (1) Principal
Prepayments collected during the related Prepayment Period, (2) all
other unscheduled collections, 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 net Liquidation Proceeds
allocable to principal
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<PAGE>
and (b) the Senior Prepayment Percentage for such date 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.
"Servicer" means Boston Safe Deposit and Trust Company, as servicer
--------
under the Servicing Agreement, or any successor in interest.
"Servicing Advance" means an amount required or permitted to be
-----------------
advanced by the Servicer under the Servicing Agreement other than a P&I
Advance.
"Servicing Agreement" means the Mortgage Loan Sale, Warranties and
-------------------
Servicing Agreement between the Servicer and Lehman Capital, dated as of
December 1, 1995, attached hereto as Exhibit E.
"Servicing Fee" shall have the meaning assigned thereto in the
-------------
Servicing Agreement.
"Servicing Fee Rate" means 0.0375% per annum.
------------------
"Special Hazard Loss" means, 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" means, as of the Cut-Off Date,
-------------------------
$4,858,898, 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
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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.
"Startup Day" means the day designated as such pursuant to Section
-----------
10.l(b) hereof.
"Subordinate Certificate" means any Class B Certificate.
-----------------------
"Subordinate Class Percentage" means, for each Distribution Date and
----------------------------
any Class of Subordinate Certificates, the percentage obtained by dividing
the Aggregate 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" means, for any Distribution Date, the
----------------------
difference between 100% and the Senior Percentage for such Distribution Date.
"Subordinate Prepayment Percentage" means, for any Distribution Date,
---------------------------------
the difference between 100% and the Senior Prepayment Percentage for such
Distribution Date.
"Subordinate Principal Distribution Amount" means, for any
-----------------------------------------
Distribution Date, the sum of the following:
(i) the Subordinate Percentage for such date multiplied by the
principal portion of all Scheduled Payments on the Mortgage Loans due
during the related Due Period;
(ii) the product of (a) the Subordinate Prepayment Percentage for
such date and (b) the sum of the following amounts: (1) Principal
Prepayments collected during the related Prepayment Period, (2) all
other unscheduled collections, 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), 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;
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<PAGE>
(iii) with respect to unscheduled recoveries allocable to principal
of any Mortgage Loan that was finally liquidated during the related
Prepayment Period, the related net Liquidation Proceeds allocable to
principal (less amounts 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.
"Tax Matters Person" means "tax matters person" as defined in the
------------------
REMIC Provisions.
"Termination Price" shall have the meaning provided in Section 7.1
-----------------
hereof.
"Title Insurance Policy" means a title insurance policy maintained
----------------------
with respect to a Mortgage Loan.
"Trust Fund" means 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, any REO Property and the other items referred to in,
and conveyed to the Trustee under, Section 2.1(a).
"Trustee" means Norwest Bank Minnesota, N.A., or any successor in
-------
interest, or if any successor trustee or any co-trustee shall be appointed as
herein provided, then Trustee shall also mean such successor trustee and such
co-trustee, as the case may be.
Section 1.2 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 1.3 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.
26
<PAGE>
ARTICLE II
DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES
Section 2.1 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 Additional Collateral, to have and to
hold, in trust; and the Trustee declares that, subject to the review provided
for in Section 2.2, 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.
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, and delegates all of its obligations under
Sections 2.02 and 2.03 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.
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<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) With respect to any Mortgage Loan other than a Cooperative
Loan, a duly executed Assignment of Mortgage;
(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 a photocopy of such Mortgage,
pending delivery of the original thereof, 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) If applicable, such original intervening assignments of the
Mortgage, notice of transfer or equivalent instrument ("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 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 (i) attorney's opinion of title and abstract of title or (ii)
original lender's Title Insurance Policy or a written commitment to
issue such Title Insurance Policy or, in lieu thereof, other acceptable
evidence of title;
28
<PAGE>
(vi) 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;
(vii) With respect to any Cooperative 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 parties hereto acknowledge and agree that the form of endorsement
attached hereto as Exhibit B-4 is intended to effect 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 other 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) Subject to Section 2.5(c) hereof, if, within one year after the
Closing Date, an Assignment of Mortgage referred to in subsections (b)(ii)
and (iv) above, with evidence of the recording of the Trustee's interest
thereon, or a certified copy of such recorded Assignment of Mortgage
accompanied by an Opinion of Counsel that is Independent to the effect that
the failure to obtain an original recorded Assignment of Mortgage will not
adversely affect the Trustee's rights in the related Mortgage Loan, is not
delivered to the Trustee, the Depositor shall either (i) repurchase the
related Mortgage Loan at the Purchase Price or (ii) within the 90-day period
following the Closing Date, substitute a Qualifying Substitute Mortgage Loan
for the related Mortgage Loan. The Depositor shall promptly notify the
Rating Agencies of any repurchase by the Depositor pursuant to this
subsection (d). The repurchase or substitution pursuant to this subsection
(d) shall constitute the sole recourse against the
29
<PAGE>
Depositor available to the Certificateholders or the Trustee for failure of
an Assignment of Mortgage to be recorded.
(e) 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.
(f) For Mortgage Loans (if any) that have been prepaid in full after
the Cut-Off Date and prior to the date of execution and delivery hereof, 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 4.1 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 2.2 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
2.2. 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 2.1 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
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
2.1(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
30
<PAGE>
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 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
90-day period following the Closing Date, the Depositor may, in lieu of
repurchasing a Mortgage Loan pursuant to this Section 2.2, substitute for
such Mortgage Loan a Qualifying Substitute Mortgage Loan subject to the
provisions of Section 2.5. 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 2.2 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.
(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 2.3 Representations and Warranties of the Depositor. The
-----------------------------------------------
Depositor hereby represents and warrants to the Trustee that:
31
<PAGE>
(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;
(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
32
<PAGE>
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 respecting 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) Immediately prior to the transfer and assignment of the
Mortgage Loans to the Trustee, the Depositor was the sole owner and
holder of each Mortgage Loan free and clear of any and all liens,
pledges, participations, charges or security interests of any
nature and has full right and authority, subject to no interest or
participation of, or agreement with, any other party, to sell and
assign the same;
(iii) Each Mortgage evidences a valid, subsisting and
enforceable first lien on the property therein described, and such
Mortgaged Property is free and clear of all encumbrances and liens
having priority over the first lien of the related Mortgage except
for (1) liens for real estate taxes and special 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 Mortgaged Property is located
or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan or
specifically described in the original lender's Title Insurance
Policy or attorney's opinion of title and abstract of title issued
with respect thereto, 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 and subsisting first lien on
33
<PAGE>
the property described therein and the Depositor has full right to
sell and assign the same to the Trustee;
(iv) Neither the Depositor nor any prior holder of any
Mortgage has satisfied, cancelled or subordinated the Mortgage, in
whole or in part, released the Mortgaged Property in whole or in
part from the lien of such Mortgage, or executed any instrument of
release, cancellation or satisfaction other than a partial release
which has been effected so that the priority of the Mortgage is not
prejudiced by any claim or potential claim of a junior lienholder.
If a partial release has occurred, the original Loan-to-Value Ratio
has not been materially adversely affected;
(v) There are no defaults in complying with the terms of any
Mortgage, and all taxes, governmental assessments, insurance
premiums, and water, sewer and municipal charges, if applicable,
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 which remains unpaid and which has been assessed
but is not yet due and payable;
(vi) 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, or if the Mortgaged
Property has been damaged it has been adequately repaired or
restored;
(vii) Either (A) each Mortgaged Property is free and clear of
all mechanics' and materialmen's liens or other similar liens that
are prior to or equal to the lien of the related Mortgage; or (B)
(i) an attorney's opinion of title and abstract of title or (ii) a
Title Insurance Policy affording, in substance, the same protection
afforded by the warranty in the preceding clause will be furnished
to the Trustee by the Depositor;
(viii) Each Mortgaged Property (other than with respect to a
Cooperative Loan) consists of a fee simple estate in real property.
All of the improvements which are included for the purpose of
determining the appraised value of the Mortgaged Property lie
wholly
34
<PAGE>
within the boundaries and building restriction links of such
property (and, if the related Mortgaged Property is a condominium
unit, such improvements lie wholly within the project), except
title exceptions which are insured against by a Title Insurance
Policy furnished to the Trustee by the Depositor;
(ix) Each Mortgage Loan meets or is exempt from applicable
state or federal laws, regulations and other requirements
pertaining to usury, and no Mortgage Loan is usurious;
(x) No improvement located on or being part of the Mortgaged
Property is in violation of any applicable zoning law or
regulation. 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;
(xi) The originator of each Mortgage Loan was authorized to
originate Mortgage Loans in the jurisdiction in which the related
Mortgaged Property was located when such party originated such
Mortgage Loan;
(xii) 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 within the twelve months
preceding the Cut-Off Date;
(xiii) Each Mortgage Note and the related Mortgage are genuine
and each is the 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
35
<PAGE>
Mortgage has been duly and properly executed by the Mortgagor;
(xiv) Any and all requirements of any federal, state or local
law, including, without limitation, truth-in-lending, real estate
settlement procedures, consumer credit protection, equal credit
opportunity or disclosure laws applicable to the Mortgage Note,
have been complied with, and the Depositor shall deliver to the
Trustee, upon demand, evidence of compliance with all such
requirements;
(xv) 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, except as provided in subsection (xvii)
below, and as to disbursements of any required escrow funds
therefor have been complied with or will have been complied with
within 90 days of the Closing Date; to the best of the Depositor's
knowledge, all costs, fees and expenses incurred by the originator
of the Mortgage Loans in making, closing or recording the Mortgage
Loans have been paid by the originator of the Mortgage Loans;
(xvi) Each Mortgage Loan other than a 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 (subject only to (1) the lien of
current real property taxes and assessments not yet due and
payable, (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 Mortgaged Property is located
or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan and
(3) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
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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,
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 which would impair the coverage of
such mortgagee Title Insurance Policy;
(xvii) All improvements, including those to be completed within
120 days of the disbursement of the Mortgage Loan proceeds,
securing each Mortgage Loan are insured against loss by fire and
such hazards as are customarily covered under a standard extended
coverage endorsement in the area where the related Mortgaged
Property is located, in an amount which is not less than the
outstanding principal balance of the Mortgage Loan or the
replacement value of such improvements (when completed) securing
such Mortgage Loan, whichever is less. 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 the
Federal Insurance Administration is in effect with a generally
acceptable insurance carrier, in an amount representing coverage
not less than the least of (A) the outstanding principal balance of
the Mortgage Loan, (B) the full insurable value of the Mortgaged
Property including any and all improvements to be completed within
120 days of the disbursement of the Mortgage Loan proceeds or (C)
the
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maximum amount of insurance that was available under the Flood
Disaster Protection Act of 1973. Each Mortgage obligates the
Mortgagor thereunder to maintain all such insurance at the
Mortgagor's cost and expense;
(xviii) (Reserved)
(xix) 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% (reducing the Original Value by the
full amount of any lien that is prior to the lien of the Mortgage
and by a pro rata portion of any lien that is on a par with the
lien of the Mortgage, and including in "value" only the value of
the real property (as defined in Prop. Treas. Reg. Section
1.860G-2 (a)) securing such Mortgage Loan) excluding the value of
any property not yet built;
(xx) Each Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G of the Code and Treas. Reg.
Section1.860G-2;
(xxi) 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 the
Depositor has not 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;
(xxii) 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
the exercise of any right thereunder, render such Mortgage Note
unenforceable, in whole or in part, or subject it to any right of
rescission, set-off, 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;
(xxiii) Each Mortgage Loan was originated by a savings and loan
association, savings bank, commercial
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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;
(xxiv) The Depositor knows of no condition or event with respect
to any Mortgage Loan which reasonably would cause it to expect that
such Mortgage Loan shall become delinquent or otherwise lose value;
(xxv) Except as otherwise specified on Schedule A hereto, none
of the Mortgage Loans are buydown mortgage loans;
(xxvi) 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;
(xxvii) The Servicer is required to repurchase each Converted
Mortgage Loan at a price equal to the Purchase Price;
(xxviii) Each Mortgage Loan provides for accrual of interest on
the basis of a 360-day year consisting of twelve 30-day months; and
(xxix) Each Mortgage on a Cooperative Loan evidences a valid,
subsisting and enforceable first priority security interest in (i)
shares issued by the related cooperative apartment corporation and
(ii) a Mortgagor's interest in a cooperative apartment; and the
value of such collateral at the time of origination or modification
of the related Cooperative Loan is equal to at least 80% of the
Principal Balance of such Cooperative Loan as of the Cut-Off Date.
Section 2.4 Discovery of Breach.
-------------------
(a) It is understood and agreed that the representations and warranties
set forth in Section 2.3 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
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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
90-day period following the Closing Date, substitute a Qualifying Substitute
Mortgage Loan for a Mortgage Loan.
(b) Notwithstanding anything to the contrary in this Agreement, if the
Trustee or the Depositor shall discover at any time that a Mortgage Loan
(including a Qualifying Substitute Mortgage Loan) is a defective obligation
as described in any of the representations set forth in Section 2.3(f)(ii),
(iii) or (viii), or ceased to be a "qualified mortgage" because the
applicable Index was not available and the Servicer was required by the terms
of the Mortgage Loan to substitute an index that is not a qualifying index
under the REMIC Provisions, then the party discovering such defect shall
promptly, but in all events within 90 days of the discovery of such defect,
notify the Depositor and the Depositor shall, within the 90-day period
beginning with the discovery of the defect, either (a) cure such defect; (b)
substitute a Qualifying Substitute Mortgage Loan for the affected Mortgage
Loan, if substitution would otherwise be permitted pursuant to this
Agreement, or, subject to Section 2.5, repurchase such Mortgage Loan at the
Purchase Price.
Section 2.5 Repurchase, Purchase or Substitution of Mortgage Loans.
------------------------------------------------------
(a) With respect to any Mortgage Loan repurchased by the 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 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
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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 2.1(b) along with a written certification
certifying as to the delivery of such Mortgage File and containing the
granting language set forth in Section 2.1(a); and (ii) the Depositor will be
deemed to have made each of the representations and warranties set forth in
Section 2.3(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 2.1(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 the REMIC as a REMIC, or the Regular
Interests as "regular interests" in the REMIC, or (B) cause the REMIC to
engage in a "prohibited transaction" or prohibited contribution pursuant to
the REMIC Provisions.
Section 2.6 (Reserved)
Section 2.7 Purchase of Converted Mortgage Loans. The Trustee
------------------------------------
acknowledges that, pursuant to the Servicing Agreement, the Servicer is
obligated to purchase any Converted Mortgage Loan from the Trust Fund. In
the event that the Servicer defaults on its obligation to purchase any
Converted Mortgage Loan from the Trust Fund, the Trustee will attempt to sell
such Converted Mortgage Loan, but only (i) at a price at which the Trust Fund
would receive a net amount at least equal to the Repurchase Price specified
in the Servicing Agreement and (ii) if the Trustee receives an Opinion of
Counsel that such disposition of that Converted Mortgage Loan will not result
in the imposition of a "prohibited transaction tax" on, or jeopardize the
REMIC status of, the REMIC. Until sold at such price, a Converted Mortgage
Loan will remain in the Trust Fund as a Mortgage Loan with the applicable
fixed Mortgage Rate.
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Section 2.8 Grant Clause. It is intended that the conveyance of 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 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 3.1 The Certificates.
----------------
(a) The Class A, Class B1, Class B2 and Class B3 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 B4 and Class B5 Certificates will be issued in registered form in
minimum denominations of $250,000 in Certificate Principal Amount and in
integral multiples of $1,000 in excess thereof. The Residual Certificate
will be issued as a single Certificate and maintained in physical, 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. The Class A Certificates will be Book-Entry
Certificates and will be issued as provided in Section 3.9. Each Class of
Certificates shall accrue interest at the Pass-Through Rate, if any, set
forth thereon and shall be entitled to distributions of principal and
interest as set forth herein.
(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
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authenticated by the Trustee upon the order of the Depositor upon receipt by
the Trustee of the Mortgage Files described in Section 2.1. 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
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 3.2 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 6.6 and 6.7 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
-------- -------
relieved of any of its duties or responsibilities hereunder by reason of such
appointment.
Section 3.3 Transfer and Exchange of Certificates.
-------------------------------------
(a) A Certificate (other than Book-Entry Certificates which shall be
subject to Section 3.9 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
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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.
(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
in 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, an affiliate (as defined in Rule 144(a)(1) under the 1933
Act) of the Depositor or the Placement Agent or (y) being made by a
transferor who has provided the Trustee with a Rule 144A Certificate in
the form of Exhibit G hereto:
(ii) The Certificate Registrar shall register the transfer of a
Restricted Certificate if prior to transfer
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the transferor furnishes to the Trustee and the Depositor a letter of
the transferee substantially in the form of Exhibit H hereto.
(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
-------- -------
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 respective forms
attached hereto as Exhibit D-l(a) (for a U.S. Holder) or Exhibit D-l(b) (for
a foreign
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Holder) representing and warranting 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").
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 Class R Certificate. The Trustee shall not be under any liability to
any person for any registration or transfer of a Class R Certificate to a
Disqualified Organization or for the maturity of any payments due on such
Class R 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 3.3(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.
(i) In addition to the foregoing restrictions on transfer of a
Residual Certificate, the Trustee or the Certificate Registrar will not
register the transfer of a Residual Certificate unless (a) it has received a
transferee letter either in the form attached as Exhibit D-2(a) or Exhibit
D-2(b) hereto and (b) in the event that the transferee letter is in the form
of Exhibit D-2(b) (a "Foreign Holder Letter"), it has received written
evidence satisfactory to the Trustee or the Certificate Registrar that the
transferor has paid or provided for payment of all taxes (including all
accrued taxes on excess
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inclusion income) accrued on such Residual Certificate in accordance with the
provisions set forth in Exhibit D-2(b), which written evidence shall include
a copy of the applicable Forms 1066Q (or other applicable form prescribed by
the Internal Revenue Service), to the extent that any such form has been
filed, evidencing the amount of excess inclusion income for the periods
during which the transferor held such Residual Certificate; (c) it has
received the calculations and certifications described in paragraph (4) of
Exhibit D-2(b) or paragraph (14) of Exhibit D-2(a), and in the event that the
transferee letter is in the form of Exhibit D-2(b), the requirements set
forth in paragraph 3(xi) thereof have been complied with to the satisfaction
of the Trustee. Upon satisfaction of the foregoing requirements, the Trustee
shall register the Residual Certificate in the name of the transferee on
whose behalf the transferee letter is made and delivered (and not in the name
of any nominee thereof).
If any purported transferee shall become a registered Holder of a
Residual Certificate in violation of the provisions of this Section 3.3(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 3.3(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 3.3(f), for making
any payment due on such Certificate to the registered Holder thereof 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 3.3(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 3.4 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 3.5 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
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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 3.5, 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 3.5
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 3.6 Persons Deemed Owners. Subject to the provisions of
---------------------
Section 3.9 herein 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 5.1 and 5.6 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.
Section 3.7 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
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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 3.8 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 3.9 Book-Entry Certificates. Each Class of Book-Entry
-----------------------
Certificates, upon original issuance, shall be issued in the form of one or
more typewritten Certificates representing 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 3.11. Unless Definitive
Certificates have been issued to Certificate Owners of Book-Entry
Certificates pursuant to Section 3.11:
(i) the provisions of this Section 3.9 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
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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 3.9 conflict
with any other provisions of this Agreement, the provisions of this
Section 3.9 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 3.11, 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.
Section 3.10 Notices to Clearing Agency. 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 3.11, 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.
Section 3.11 Definitive Certificates. 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-
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 Aggregate 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
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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 4.1 Collection Account.
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(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 "Norwest Bank Minnesota, N.A., as Trustee, in trust for
the benefit of the Holders of Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 1995-4." 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 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.
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(d) Funds in the Collection Account may (or shall, to the extent
required by clause (ii) of the definition of "Eligible Account") 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.
Section 4.2 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 Section
2.1, 2.2, 2.4, 2.5 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 itself 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;
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(ii) to deposit monies into the Certificate Account in the amounts
and in the manner provided for in Section 4.4;
(iii) 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 7.2; 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 4.3 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 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 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 allocable
to interest;
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(iii) the amount, if any, of any distribution to the Holder of the
Class R Certificate;
(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 Aggregate Certificate Principal 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 in the related Prepayment Period, stating separately the amount of
Special Hazard Losses, Fraud Losses and Bankruptcy Losses and the
aggregate amount of such Realized Losses;
(viii) the amount of the Servicing Fee 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, (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
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Deleted Mortgage Loan, and of each Qualifying Substitute Mortgage Loan;
(xiii) (Reserved);
(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 Pass-Through Rate applicable to such Distribution Date
with respect to each Class of Certificates;
(xvi) (Reserved);
(xvii) 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
(xviii) 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.
(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
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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
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report summarizing the items provided to Certificateholders pursuant to
Section 4.3(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 4.4 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 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:
(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 pursuant to
Article V; and
(iv) to clear and terminate the Certificate Account pursuant to
Section 7.2.
(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
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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.
ARTICLE V
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
Section 5.1 Distributions Generally.
-----------------------
(a) Subject to Section 7.1(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
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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 the 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 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.
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(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.
Section 5.2 (Reserved)
Section 5.3 (Reserved)
Section 5.4 (Reserved)
Section 5.5 (Reserved)
Section 5.6 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 the Holders
of record of each Class of Certificates as follows:
(i) to each Class of Senior 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 between such Classes
in proportion to the amount of Accrued Certificate Interest (as so
reduced) otherwise distributable thereon;
(ii) to each Class of Senior Certificates, any related Interest
Shortfall for such Distribution Date; provided, however, that any
shortfall in available amounts shall be allocated between such Classes
in proportion to the Interest Shortfall for each such Class on such
Distribution Date;
(iii) to the Class A Certificates, in reduction of the Aggregate
Certificate Principal Amount thereof, the Senior Principal Distribution
Amount, until the Aggregate Certificate Principal Amount of such Class
has been reduced to zero;
(iv) to the Class R Certificate, in reduction of the Aggregate
Certificate Principal Amount thereof, the remaining Senior Principal
Distribution Amount, until the
<PAGE>
Aggregate Certificate Principal Amount of such Class has been reduced to
zero;
58
(v) 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;
(vi) to the Class B1 Certificates, any Interest Shortfall for such
Class on such Distribution Date;
(vii) to the Class B1 Certificates, in reduction of the Aggregate
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 5.6(b);
(viii) 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;
(ix) to the Class B2 Certificates, any Interest Shortfall for such
Class on such Distribution Date;
(x) to the Class B2 Certificates, in reduction of the Aggregate
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 5.6(b);
(xi) 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;
(xii) to the Class B3 Certificates, any Interest Shortfall for such
Class on such Distribution Date;
(xiii) to the Class B3 Certificates, in reduction of the Aggregate
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 5.6(b);
(xiv) to the Class B4 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as
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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;
(xv) to the Class B4 Certificates, any Interest Shortfall for such
Class on such Distribution Date;
(xvi) to the Class B4 Certificates, in reduction of the Aggregate
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 5.6(b);
(xvii) 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;
(xviii) to the Class B5 Certificates, any Interest Shortfall for such
Class on such Distribution Date; and
(xix) to the Class B5 Certificates, in reduction of the Aggregate
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 5.6(b).
(b) (i) 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
5.6(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. (ii) 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 5.6(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. (iii)
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
5.6(a), no distribution of amounts described in clauses (ii) and (iii) of the
definition of Subordinate Principal
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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 5.6(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 Aggregate Certificate Principal Amounts.
Section 5.7 (Reserved)
Section 5.8 Allocation of Realized Losses. On each Distribution
-----------------------------
Date, Realized Losses of principal shall be allocated to and reduce the
Certificate Principal Amount of, first, the Class B5, Class B4, Class B3,
Class B2 and Class B1 Certificates, in that order, in each case until the
Certificate Principal Amount of such Class has been reduced to zero; and
second, the Senior Certificates, pro rata based upon their respective
Aggregate Certificate Principal Amounts; provided, however, that the
principal portion of any Excess Loss shall be allocated among all Classes of
Certificates, pro rata, on the basis of the respective Aggregate Certificate
Principal Amounts thereof.
Section 5.9 (Reserved)
Section 5.10 (Reserved)
Section 5.11 Trustee Advances. In the event that the Servicer 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
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Advances made by it pursuant to this Section 5.11 as if it were the Servicer.
ARTICLE VI
CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
Section 6.1 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.
(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:
-------- -------
(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
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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 performed or omitted in compliance with the Servicing
Agreement.
(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 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 6.2 Certain Matters Affecting the Trustee. Except as
-------------------------------------
otherwise provided in Section 6.1:
(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,
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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 Aggregate Certificate Principal 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
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 6.3 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
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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 6.4 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 6.5 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, 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 6.6.
Section 6.6 Resignation and Removal of Trustee.
----------------------------------
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(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 6.5 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, 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 Aggregate Certificate Principal
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
Sect ion.
(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 6.7.
Section 6.7 Successor Trustee.
-----------------
(a) Any successor trustee appointed as provided in Section 6.6 shall
execute, acknowledge and deliver to the Depositor and
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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 6.5.
(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 6.8 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, provided that such
Person shall be eligible under the provisions of Section 6.5, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 6.9 Appointment of Co-Trustee, Separate Trustee or
----------------------------------------------
Custodian.
- ---------
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(a) Notwithstanding any other provisions hereof, at any time, the
Trustee, the Depositor or the Certificateholders evidencing more than 50% of
the Aggregate Certificate Principal 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 5.11 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 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
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(iv) the Trustee or the Certificateholders evidencing more than 50%
of the Aggregate Certificate Principal Amount 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 6.5 hereunder and no notice to Certificateholders of the appointment
shall be required under Section 6.7 hereof.
(f) The Trustee agrees to instruct the co-trustees, if any, to the
extent necessary to fulfill the Trustee's obligations hereunder.
(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).
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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 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.
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Section 6.11 Indemnification of Trustee. The Trustee and its agents
--------------------------
shall be entitled to indemnification from the Trust Fund 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) 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;
(ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Depositor in preparing such
defense; and
(iii) 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
any non-ordinary or non-routine expense referred to in Section 6.11 or
10.1(c)(i) from either the Collection 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
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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) On and after the time the 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 hereunder, including the applicable portion of the related
Servicing Fee.
(b) 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
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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 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 this Section, (iii) to deliver the Mortgage Loan data to the
Trustee as required by Section 4.3 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 6.15, 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% of the Aggregate Certificate
------------------
Principal Amount of Certificateholders may waive any
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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
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 8.1 hereof,
- -----------------------
during the continuance of any Event of Default, Holders of Certificates
evidencing not less than 25% of the Aggregate Certificate Principal 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 8.1, 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
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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 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.
ARTICLE VII
PURCHASE AND TERMINATION
OF THE TRUST FUND
Section 7.1 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 7.2), 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 7.1(b); provided, however, that in no event shall the Trust
-------- -------
Fund created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James's, living on the
date hereof. Any termination of the Trust Fund shall be carried out in such
a manner so that the termination of the 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
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 7.3(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 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
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of such repurchase and (ii) the fair market value of any REO Property and any
other property held by the REMIC, such fair market value to be determined by
an appraiser or appraisers mutually agreed upon by the Servicer and the
Trustee. If on such Distribution Date the Depositor does not exercise its
option to cause the Trust Fund to sell all of its property as described
above, the holder of the Class R Certificates may do so on any subsequent
Distribution Date, in accordance with the provisions of this Section 7.1(b).
Section 7.2 Procedure Upon Termination of Trust Fund.
----------------------------------------
(a) Notice of any termination pursuant to the provisions of Section
7.1(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 or the Class R
Certificateholder of their intent to exercise their right to cause the
termination of the Trust Fund pursuant to Section 7.1(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 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
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to such Holders. If within two years after the second notice any
Certificates shall not have been surrendered for cancellation, 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 7.3 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
7.3 will not (i) result in the imposition of taxes on the REMIC under the
REMIC Provisions or (ii) cause the Trust Fund 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 or the Class R Certificateholder that they intend to exercise
their option to cause the termination of the Trust Fund) shall adopt a
plan of complete liquidation of the Trust Fund on behalf of the 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 7.2 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 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 the 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 Class R Certificate be
made after the 89th day
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from the date on which the plan of complete liquidation is adopted.
(b) By its acceptance of the Class R Certificate, the Holder
thereof hereby (i) authorizes the Trustee to take such action as may be
necessary to adopt a plan of complete liquidation of the Trust Fund and (ii)
agrees to take such other action as may be necessary to adopt a plan of
complete liquidation of the Trust Fund, which authorization shall be binding
upon all successor Class R Certificateholders.
ARTICLE VIII
RIGHTS OF CERTIFICATEHOLDERS
Section 8.1 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 Aggregate Certificate Principal 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
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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 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 8.2 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
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Certificateholders hereunder, regardless of the source from which such
information was derived.
Section 8.3 Acts of Holders of Certificates.
-------------------------------
(a) Any request, demand, authorization, direction, notice, consent,
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
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Trustee in reliance thereon, whether or not notation of such action is made
upon such Certificate.
ARTICLE IX
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 9.1 Trustee To Retain Possession of Certain Documents.
-------------------------------------------------
Until all amounts distributable in respect of the Certificates have been
distributed in full, the Trustee 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 Additional Collateral
may be held by a custodian on behalf of the Trustee.
Section 9.2 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 Depositor shall prepare or cause to be prepared, the initial
monthly current reports on Form 8-K and thereafter the Trustee shall prepare
or cause to be prepared monthly current reports on Form 8-K on behalf of the
Trust Fund, as may be required by applicable law, based upon information
supplied by each Servicer, and the Depositor will forward a copy of its
initial such report to the Trustee.
(d) The Trustee will prepare or cause to be prepared Form 10-Ks and
Form 10-Qs (if necessary) on behalf of the Trust Fund, as may be required by
applicable law, for filing with the
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Securities and Exchange Commission. The Depositor agrees to use its 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 9.3 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 4.1 have been or will be so
deposited) of a Servicing Officer and shall request the Trustee to deliver to
the Servicer the related Mortgage File. Upon receipt of such certification
and request, the Trustee 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 Servicer is
authorized 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
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 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
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Servicing Officer similar to that specified above, the trust receipt shall be
released by the Trustee to the Servicer.
(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 10.1 REMIC Administration.
--------------------
(a) An election will be made (by the Trustee on behalf of the REMIC
defined below) 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 Regular Interests 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 the
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 the 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 the REMIC
all reporting and other tax compliance duties that are
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the responsibility of the 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 Treasury or other governmental authority such information as is
necessary for the application of any tax relating to the transfer of Class R
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 the REMIC to take any action necessary to create or maintain the
status of the 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 the Class R 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 the REMIC as a REMIC or
(ii) result in the imposition of a tax upon the REMIC (including but not
limited to the tax on prohibited transactions as defined in 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 the REMIC or the assets
therein, or causing the REMIC to take any action, which is not expressly
permitted under the terms of this Agreement, any Holder of a Class R
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 the REMIC, and no such Person shall take any such action or
cause the REMIC to take any such action as to which the Trustee has advised
it in writing that an Adverse REMIC Event could occur.
(g) The Holder of the Class R Certificate shall pay when due any and
all taxes imposed on the REMIC by federal or state governmental authorities.
To the extent that such Trust taxes are not paid by the Class R
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 the 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 the REMIC pursuant to
Article V, as the case may be.
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(h) The Trustee shall, for federal income tax purposes, maintain books
and records with respect to the REMIC on a calendar year and on an accrual
basis.
(i) No additional contributions of assets shall be made to the 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 the REMIC
will receive a fee or other compensation for services.
Section 10.2 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 the 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 the REMIC, nor sell or dispose of any investments in the
Certificate Account for gain, nor accept any contributions to the 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 the REMIC as a REMIC or of the applicable Regular
Interests 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 the REMIC to be subject to a tax
on prohibited transactions or prohibited contributions pursuant to the REMIC
Provisions.
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Section 10.3 Indemnification with Respect to Certain Taxes and Loss
------------------------------------------------------
of REMIC Status.
- ---------------
In the event that the 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 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 the Residual Certificate, as applicable, nor for any such Losses resulting
from misinformation provided by the Holder of the 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 the Residual Certificate
now or 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 11.1 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 11.2 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.
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Section 11.3 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 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 (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 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 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 the REMIC as a REMIC or cause
a tax to be imposed on the 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 Aggregate Certificate Principal Amount of
Certificates of each Class, the Holders of which are required to consent to
any such
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amendment without the consent of the Holders of 100% of the Aggregate
Certificate Principal 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 11.3 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 11.4 Voting Rights. Except to the extent that the consent
-------------
of all affected Certificateholders is required 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
or the Servicer or Affiliates thereof are not to be counted so long as such
Certificates are owned by the Depositor or the Servicer.
Section 11.5 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 11.6 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 11.7 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
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Street, New York, New York 10285, Attention: President, and (b) in the case
of the Trustee, Sixth and Marquette, Minneapolis, Minnesota 55479,
Attention: Corporate Trust Services (SASCO 1995-4), 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 11.8 Severability of Provisions. If any one or more of the
--------------------------
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.
Section 11.9 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.
---------------------
(a) 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 paragraph (b) of this Section
11.11.
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(b) Not withstanding any provision herein to the contrary, the
parties to this Agreement agree that it is appropriate, in furtherance of the
intent of such parties as set forth herein, that the Servicer receive the
benefit of the provisions of Section 9.3 hereof and of this Section 11.11 as
an intended third party beneficiary of this Agreement to the extent of such
provisions. The Trustee shall have the same obligations to the Servicer
under Section 9.3 hereof as if the Servicer were a party to this Agreement,
and the Servicer shall have the same rights and remedies to enforce the
provisions of Section 9.3 hereof and this Section 11.11 as if the Servicer
were a party to this Agreement.
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
11.3;
(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
7.2.
(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:
If to Fitch, to:
Fitch Investors Services, L.P.
One State Street Plaza
New York, New York 10004
Attention: Residential Mortgage Group;
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.
90
<PAGE>
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.
91
<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/ Michael J. O'Hanlon
-----------------------------
Name: Michael J. O'Hanlon
Title: Chairman of the Board
NORWEST BANK MINNESOTA, N.A.,
as Trustee
By: /s/ Michael L. Mayer
-----------------------------
Name: Michael L. Mayer
Title: Vice President
For purposes of Sections 9.3 and 11.11;
accepted and agreed to by:
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By: /s/ Barbara Wennerholm
----------------------------
Name: Barbara Wennerholm
Title: Vice President
92
<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 December 1,
---------------
1995 between Structured Asset Securities Corporation, as Depositor, and
Norwest Bank Minnesota, N.A., as Trustee, with respect to Structured Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1995-4
Ladies and Gentlemen:
In accordance with Section 2.2(a) of the Trust Agreement, subject to
review of the contents thereof, the undersigned, as Trustee, hereby certifies
that it has received the documents listed in Section 2.1(b) of the Trust
Agreement for each Mortgage File pertaining to each Mortgage Loan listed on
Schedule A, to the Trust Agreement.
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 2.2 of the Trust Agreement and the Trust Agreement sections
cross-referenced therein.
NORWEST BANK MINNESOTA, N.A.,
as Trustee
By: ________________________
Name:
Title:
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 December 1,
1995 between Structured Asset Securities Corporation, as Depositor
and Norwest Bank Minnesota, N.A., as Trustee, with respect to
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1995-4
Ladies and Gentlemen:
In accordance with Section 2.2(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 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
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 2.2(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.
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 2.2(b).
NORWEST BANK MINNESOTA, N.A.,
as Trustee
By:_______________________________
Name:
Title:
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 December 1,
1995 between Structured Asset Securities Corporation, as Depositor
and Norwest Bank Minnesota, N.A., as Trustee, with respect to
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1995-4
Ladies and Gentlemen:
In accordance with Section 2.2(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 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;
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 2.2(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.
NORWEST BANK MINNESOTA, N.A.,
as Trustee
By:________________________________
Name:
Title:
2
<PAGE>
EXHIBIT B-4
-----------
FORM OF ENDORSEMENT
Pay to the order of Norwest Bank Minnesota, N.A., as trustee (the
"Trustee") under a Trust Agreement, dated as of December 1, 1995, between
Structured Asset Securities Corporation, as Depositor, and the Trustee
relating to Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1995-4, without recourse.
__________________________________
(current signatory on note)
By:_______________________________
Name:
Title:
1
<PAGE>
EXHIBIT C
---------
TRUST RECEIPT
----------------------
(Date)
Norwest Bank Minnesota, N.A.
Sixth and Marquette
Minneapolis, MN 55479
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)
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
2
<PAGE>
EXHIBIT D-1(a)
--------------
(U.S. Holder)
RESIDUAL CERTIFICATE AFFIDAVIT PURSUANT TO
SECTION 860E(e) OF THE INTERNAL REVENUE CODE OF 1986
Re: Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
STATE OF )
) ss.:
COUNTY OF )
I, , under penalties of perjury,
----------------------------------
declare that, to the best of my knowledge and belief, the following
representations are true, correct, and complete and being first sworn, depose
and say:
1. That I am the of
___________________
----------------------------
____________________________________________________
(the "Investor"), whose taxpayer identification number is
___
, on behalf of which I have the authority to make this
- ----------
affidavit.
2. That the Investor is acquiring a Residual Certificate, which
Residual Certificate represents a residual interest in a pool of Mortgage
Loans and certain other interests comprising the Trust Fund established by
Structured Asset Securities Corporation (the "Depositor") to secure its
Structured Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 199 - , for which pool a real estate mortgage
- -
investment conduit ("REMIC") election has been made under Section 860D of the
Internal Revenue Code of 1986, as amended (the "Code").
3. That no purpose of the acquisition of the Residual Certificate is
to avoid or impede the assessment on collection of federal income tax.
4. That the Investor is not a "Disqualified Organization" (as defined
below), and that the Investor is not acquiring a Residual Certificate for the
account of, or as agent or nominee of, or with a view to the transfer of
direct or indirect record or beneficial ownership to, a Disqualified
Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision
thereof, any foreign government, any international organization, or any
agency or instrumentality of any of the foregoing; (ii) any organization
(other than a farmer's cooperative as defined in Section 521 of the Code)
that is exempt from federal income taxation (including taxation under the
1
<PAGE>
unrelated business taxable income provisions of the Code); or (iii) any rural
telephone or electrical service cooperative described in Section1381(a)(2)(C)
of the Code.
5. That the Investor acknowledges that Section 860E(e) of the Code
imposes a substantial tax on the transferor or, in certain circumstances, on
an agent for the transferee, with respect to any transfer of any interest in
any Residual Certificate to a Disqualified Organization.
6. That the Investor (i) is not a plan that is subject to the
Department of Labor regulations set forth in 29 C.F.R. Section2510.3-101 (the
"Plan Asset Regulations") or (ii) has provided a "Benefit Plan Opinion" to
The Chase Manhattan Bank, N.A., as trustee (the "Trustee"). A Benefit Plan
Opinion is an opinion of counsel satisfactory to the Trustee to the effect
that the proposed transfer will not (a) cause the assets of the REMIC to be
regarded as plan assets for purposes of the Plan Asset Regulations or (b)
give rise to a fiduciary duty on the part of the Depositor or the Trustee.
7. That the Investor is a "U.S. Person" as that term is defined in the
Transferee's Letter of even date herewith, and that the Investor is the
beneficial owner of the Residual Certificate, and is not holding the Residual
Certificate as nominee for any other person.
8. That the following information of the Investor is true and correct:
Address: ; contact for tax matters:
_
--------------------------------------
_______________________________________________
; phone number: ; form of
________________________
-------------
Organization of Investor: ; and Date of
-----------------------------
acquisition: .
-------------------------
2
<PAGE>
IN WITNESS WHEREOF, the Investor has caused this instrument to be duly
executed on its behalf, by its and its seal to
----------------------
be hereunto attached, this day of , 199 .
---- ---------------- -
By:
---------------------------
(Name of Investor)
Name:
---------------------
Title:
--------------------
Personally appeared before me
----------------------------
, known or proved to me to be the same person who executed
- ---------------
the foregoing instrument and to be a of the Investor, and acknowledged to me
that he executed the same as his free act and deed and as 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 .
---------------- --
3
<PAGE>
EXHIBIT D-l(b)
--------------
(Foreign Holder)
RESIDUAL CERTIFICATE AFFIDAVIT PURSUANT TO SECTION
860E(e) OF THE INTERNAL REVENUE CODE OF 1986
Re: Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
STATE OF _______________)
COUNTY OF _______________) ss.:
COUNTRY OF_______________)
I, , under penalties of perjury, declare
-------------------------------
that, to the best of my knowledge and belief, the following representations
are true, correct, and complete and being first sworn, depose and say;
1. That I am the of
_____________________
---------------------
__________________________________________________
(the "Investor"), whose taxpayer identification number, if any is
________
, on behalf of which I have the authority
- --------------------------------
to make this affidavit.
2. That the Investor is acquiring a Residual Certificate, which
Residual Certificate represents a residual interest in a pool of Mortgage
Loans and other interests comprising the Trust Fund certificates established
by Structured Asset Securities Corporation (the "Depositor") to secure its
Structured Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 199 - for which a real estate mortgage
- -
investment conduit ("REMIC") election has been made under Section 860D of the
Internal Revenue Code of 1986, as amended (the "Code").
3. That the Investor is not a "Disqualified Organization" (as
defined below), and that the Investor is not acquiring a Residual Certificate
for the account of, or as agent or nominee of, or with a view to the transfer
of direct or indirect record or beneficial ownership to, a Disqualified
Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision
thereof, any foreign government, any international organization, or any
agency or instrumentality of any of the foregoing; (ii) any organization
(other than a farmer's cooperative as defined in Section 521 of the Code)
that is exempt from federal income taxation (including taxation under the
unrelated business taxable income provisions of the Code); or
1
<PAGE>
(iii) any rural telephone or electrical service cooperative described in
Section 1381(a)(2)(C) of the Code.
4. That the Investor acknowledges that Section 860E(e) of the
Code imposes a substantial tax on the transferor or, in certain
circumstances, on an agent for the transferee, with respect to any transfer
of any interest in any Residual Certificate to a Disqualified Organization.
5. That the Investor (i) is not a plan that is subject to the
Department of Labor regulations set forth in 29 C.F.R. Section 2510.3-101
(the "Plan Asset Regulations") or (ii) has provided a "Benefit Plan Opinion"
to State Street Bank and Trust Company, as trustee (the "Trustee"). A Benefit
Plan Opinion is an opinion of counsel satisfactory to the Trustee to the
effect that the proposed transfer will not (a) cause the assets of the REMIC
to be regarded as plan assets for purposes of the Plan Asset Regulations or
(b) give rise to a fiduciary duty on the part of the Depositor or the
Trustee.
6. That no purpose of the acquisition of the Residual
Certificate by the Investor is to avoid or impede the assessment or
collection of federal income tax.
7. That the Investor is not a "U.S. Person" as that term is
defined in the Transferee's Letter of even date herewith, and that the
Investor is the beneficial owner of the Residual Certificate, and is not
holding the Residual Certificate as nominee for any other person.
8. That the following information of the Investor is true and
correct.
Address: __________________________________________; contract for tax
matters: ; phone number: ; form of
------------------Organization of Investor: --
- -------------- ; and Date of acquisition: .
-----------------------
2
<PAGE>
IN WITNESS WHEREOF, the Investor has caused this instrument to be duly
executed on its behalf this ____ day of __________, 19__.
By:
----------------------
(Name of Investor)
Name:
----------------
Title:
---------------
Personally appeared before me , known or
-----------------------------
proved to me to be the same person who executed the foregoing instrument and
to be a of the Investor, and acknowledged to me
---------------------
that he executed the same as his free act and deed and as the free act and
deed of the Investor.
Subscribed and sworn before me this ___ day of ________, 19__.
___________________________________
Notary Public/F1/
My commission expires the ___
day of _______________, 19__./F2/
- --------------------
/F1/ Or equivalent in country of the Investor.
- --------------------
/F2/ If applicable.
3
<PAGE>
EXHIBIT D-2(a)
--------------
(U.S. Holder)
TRANSFEREE'S LETTER
-------------
Date
Structured Asset Securities Corporation
200 Vesey Street
3 World Financial Center
New York, New York 10285
Norwest Bank Minnesota, N.A.
Sixth and Marquette
Minneapolis, MN 55479
Ladies and Gentlemen:
We propose to purchase Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 199 - Certificates, Class
- - --
(the "Residual Certificate"). Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement. We are delivering
this letter pursuant to Section 3.3(f) of the Trust Agreement.
1. We certify that on the date hereof we have simultaneously
herewith delivered to you an affidavit certifying, among other things, that
(A) we are not a Disqualified Organization and (B) we are not purchasing such
Residual Certificates on behalf of a Disqualified Organization. We understand
that any breach by us of this certification may cause us to be liable for a
tax imposed upon transfers to Disqualified Organizations.
2. We acknowledge that we will be the beneficial owner of the
Residual Certificates and that the Residual Certificates will be registered
in our name and not in the name of a nominee.
3. We certify that no purpose of our purchase of the Residual
Certificates is to avoid or impede the assessment or collection of tax.
4. We represent that:
(a) We understand that the Residual Certificates represent for
federal income tax purposes, a "residual interest" in a real estate mortgage
investment conduit (a "REMIC");
1
<PAGE>
(b) We understand that as the holder of Residual Certificates we
will be required to take into account, in determining our taxable income, our
pro rata percentage interest of the taxable income of such REMIC in
accordance with all applicable provisions of the Internal Revenue Code of
1986, as amended (the "Code").
5. We understand that, if, notwithstanding the transfer
restrictions, a Residual Certificate is in fact transferred to a Disqualified
Organization, a tax may be imposed on the transferor of such Residual
Certificate. We agree that any breach by us of these representations shall
render such transfer of such Residual Certificate by us absolutely null and
void and shall cause no rights in the Residual Certificate to vest in the
transferee.
6. The sale to us and our purchase of the Residual Certificates
constitute a sale for tax and all other purposes and each party thereto has
received due and adequate consideration. In our view, the transaction
represents fair value, representing the results of arms' length negotiations
and taking into account our analysis of the tax and other consequences of
investment in the Residual Certificates.
7. We expect that the purchase of the Residual Certificates,
together with the receipt of the price, if any, therefor will be economically
neutral or profitable to us overall, after all related expenses (including
taxes) have been paid and based on conservative assumptions with respect to
discount rates, prepayments and other factors necessary to evaluate
profitability.
8. We are 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. We are duly organized and validly existing under the
jurisdiction of our organization. We are neither bankrupt nor insolvent nor
do we have reason to believe that we will become bankrupt or insolvent. We
have conducted and are conducting our business so as to comply in all
material respects with all applicable statutes and regulations. The person
executing and delivering this letter on our behalf is duly authorized to do
so, the execution and delivery by us of this letter and the consummation of
the transaction on the terms set forth herein are within our corporate power
and upon such execution and delivery, this letter will constitute our legal,
valid and binding obligation, enforceable against us in accordance with its
terms, subject, as
2
<PAGE>
to the enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium and other laws affecting the right of creditors
generally and to general principles of equity and the discretion of the court
(regardless of whether enforcement of such remedies is considered in a
proceeding in equity or at law).
9. Neither the execution and delivery by us of this letter, nor
the compliance by us with the provisions hereof, nor the consummation by us
of the transactions as set forth herein, will (A) conflict with or result in
a breach of, or constitute a default or result in the acceleration of any
obligation under, our articles or by-laws or, after giving effect to the
consents or the taking of the actions contemplated by clause (B) of this
subparagraph, any of the provisions of any law, governmental rule,
regulation, judgment, decree or ordering binding on us or our properties, or
any of the provisions of any indenture or mortgage or any other contract or
instrument to which we are a party or by which we or any of our properties is
bound, or (B) require the consent of or notice to or any filing with, any
person, entity or governmental body, which has not been obtained or made by
us.
10. We anticipate being a profit-making entity on an ongoing
basis.
11. We have filed all required federal and state income tax
returns and have paid all federal and state income taxes due; we intend to
file and pay all such returns and taxes in the future.
12. We agree that in the event that at some future time we wish to
transfer any Residual Certificate, we will transfer such Residual Certificate
only to a transferee that:
(i) is not a Disqualified Organization and is not purchasing such
Residual Certificate on behalf of a Disqualified Organization, and
(ii) has delivered to the Trustee a transferee letter in the form
of Exhibit D-2(a) or D-2(b) to the Trust Agreement, as appropriate, and an
affidavit in the form of Exhibit D-l(a) or D-l(b) to the Trust Agreement, as
appropriate, and, if requested by the Trustee, an opinion of counsel (in form
acceptable to the Trustee, that the proposed transfer will not cause the
Residual Certificate to be held by a Disqualified Organization.
13. We are knowledgeable and experienced in financial, business
and tax matters generally and in particular, the investment risks and tax
consequences of REMIC residuals that
3
<PAGE>
provide little or no cash flow, and are capable of evaluating the merits and
risks of an investment in the Residual Certificates; we are able to bear the
economic risks of an investment in the Residual Certificates.
14. In addition, we acknowledge that the Trustee will not register
the transfer of a Residual Certificate to a transferee, that is a non-U.S.
Person required to deliver a transferee's letter in the form attached as
Exhibit D-2(b) to the Trust Agreement unless we have furnished to the REMIC
Administrator, on behalf of the Trustee, (i) calculations prepared at our
expense by a Person acceptable to the Trustee (who may be the REMIC
Administrator) demonstrating that the expected distributions to the holder of
the Residual Certificate will equal at least 30% of each excess inclusion as
provided for in Treas. Reg. Section1.860G-3 (a) (or any successor provisions,
to the extent applicable to the Residual Certificates) and that such amounts
will be distributed at or after the time such excess inclusion accrues and
not later than the year following the year in which such excess inclusion
accrues and (ii) a statement certifying that we reasonably expect that the
expected distributions to the holder of the Residual Certificate will equal
at least 30% of each excess inclusion as provided for in Treas. Reg.
Section1.860G-3 (a) (or any successor provisions, to the extent applicable to
the Residual Certificates) and that such amounts will be distributed at or
after the time such excess inclusion accrues and not later than the year
following the year in which such excess inclusion accrues.
"U.S. Person" shall mean 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.
15. We hereby designate the REMIC Administrator as our fiduciary to
perform the duties of the tax matters person for the REMIC.
Very truly yours,
____________________________
(Name of Transferee)
_____________________________
Name:
Title:
4
<PAGE>
EXHIBIT D-2(b)
--------------
(Foreign Transferee)
TRANSFEREE'S LETTER
----------------------
(Date)
Structured Asset Securities Corporation
200 Vesey Street
3 World Financial Center
New York, New York 10285
Norwest Bank Minnesota, N.A.
Sixth and Marquette
Minneapolis, Minnesota 55479
Ladies and Gentlemen:
We propose to purchase Structured Mortgage Asset Residential Trust,
Series 199 - Class Certificates (the "Residual
- - -------------
Certificates"). Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement. We are delivering this letter
pursuant to Section 3.3(d) of the Trust Agreement.
1. We certify that on the date hereof we have simultaneously
herewith delivered to you an affidavit certifying, among other things, that
(A) we are not a Disqualified Organization and (B) we are not purchasing such
Residual Certificates on behalf of a Disqualified Organization. We understand
that any breach by us of this certification may cause us to be liable for a
tax imposed upon transfers to Disqualified Organizations.
2. We acknowledge that we have reviewed (a) a copy of the original
Prospectus; (b) applicable U.S. tax law regarding withholding taxes and, in
particular, the taxation of REMIC residuals held by non-U.S. Persons; and we
have reviewed the historical and projected tax liability on the Residual
Certificates and compared it to the projected cash flow on the Residual
Certificates.
3. We agree that we will not hold the Residual Certificates at any
time in connection with the conduct of a trade or business in the United
States and:
1
<PAGE>
(i) represent that we are either (a) a corporation that was not
created or organized under the laws of the United States or any jurisdiction
therein or (b) a person who is a U.S. Alien (as defined below) other than a
corporation and we agree to furnish the Withholding Agent with a Form W-8
simultaneously with the execution of this letter;
(ii) acknowledge that we will be the beneficial owner of the
Residual Certificates and that the Residual Certificates will be registered
in our name and not in the name of a nominee;
(iii) acknowledge that we will be subject to U.S. income tax under
Code Section 871 or 881 on the "excess inclusions" with respect to the
Residual Certificates that accrue during the time which we hold, or, in
certain circumstances, former holders of such Residual Certificates held,
such Residual Certificates;
(iv) acknowledge that we understand that future losses cannot be
used to reduce the residual's accumulated excess inclusion income, either
from one quarter to another or over the life of the Residual Certificates
and, accordingly, the gross amount of excess inclusion income will be subject
to withholding tax liability;
(v) agree to pay any such taxes (including previous taxes on
excess inclusion income accrued from the date of acquisition, or such greater
amount as may be due if previously accrued taxes have not been paid as
required by the Trust Agreement and this Letter in each year in which (a) we
receive any cash payment with respect to the Residual Certificates or (b) we
dispose of the Residual Certificates, or earlier as required by law) and we
agree to provide satisfactory written evidence of such payment to the
Withholding Agent which shall include a copy of the applicable Forms 1066Q
(or other applicable form prescribed by the Internal Revenue Service)
evidencing the amount of excess inclusion income for the periods during which
the transferor held the Residual Certificates (as defined below);
(vi) agree that until the evidence described in clause (v) above
has been provided with respect to periods through the end of the most recent
calendar quarter, the Trustee will not register a transfer of a Residual
Certificate;
(vii) agree that until the evidence described in clause (v) above
has been provided for the period from the end of the most recent calendar
quarter through the date of transfer of the Residual Certificate, the
Withholding Agent may (a) withhold all (or any portion) of distributions that
would otherwise be made on the Residual Certificates and (b) pay the withheld
amount to the
2
<PAGE>
Internal Revenue Service (the "IRS") on behalf of any Residual
Certificateholder, including any former holder;
(viii) agree that the Withholding Agent is entitled to withhold (and
pay to the IRS) any portion of any payment on the Residual Certificates that
the Withholding Agent may reasonably determine is required to be withheld
(such amount may be based on the Withholding Agent's reasonable understanding
of the law, any reasonable estimate of the facts and any reasonable
assumption as to future events and, if the Withholding Agent reasonably
determines that a more accurate determination of the amount required to be
withheld could be made at some point after the date on which the related
distribution is to be made, the Withholding Agent may withhold the greatest
amount that may reasonably be expected to be required to be withheld from
such distribution (which, if appropriate, may be 100 percent of the
distribution));
(ix) acknowledge that any amount withheld pursuant to clauses (vi)
and (vii) above has been distributed on the Residual Certificates pursuant to
the terms and conditions of the Trust Agreement;
(x) if any of our equity holders are U.S. Persons or are engaged
in a U.S. trade or business, we have consulted with our own tax advisors
regarding the tax consequences to them of our acquiring the Residual
Certificates; and
(xi) agree that the Residual Certificates may be transferred only
to a person who is not a Disqualified Organization and is not purchasing any
such Residual Certificates on behalf of a Disqualified Organization or any
other entity and only if we comply with this paragraph (xi). Prior, and as a
condition, to any transfer of the Residual Certificate, we will make a
deposit with (or provide evidence that payment has been made to the Internal
Revenue Service to), the Withholding Agent equal in amount to the excess of
(a) the product of the rate of tax imposed by Code Section 871 or 881 (or any
successor provisions) and the sum of the excess inclusions with respect to
the Residual Certificates for all periods from issuance of the Residual
Certificates through the end of the most recent calendar quarter during which
the Residual Certificates were held by us or another U.S. Alien over (b) the
federal income taxes in respect of such excess inclusions that have been
previously withheld from payments on such Residual Certificates or otherwise
paid to the Internal Revenue Service, to the extent the Withholding Agent has
received satisfactory written evidence that such taxes have been so paid in
accordance with clause (v) above or otherwise. In addition we agree to
provide a bond, letter of credit, pledge, indemnification, or other security
arrangement to, or make a cash
3
<PAGE>
deposit with, the Withholding Agent sufficient to secure payment of the
product of the rate of tax imposed by Code Section 871 or 881 of the Code (or
successor provisions) and the excess inclusion income accrued from the end of
the most recent calendar quarter through the date of transfer. Such bond,
letter of credit, indemnification or other security arrangement or deposit
shall be satisfactory in form and substance to the Withholding Agent and
shall permit payment only to the Internal Revenue Service on our behalf as
described below, or, to the extent not necessary to satisfy the taxes
described in clause (iii) above, to us upon presentation of satisfactory
written evidence that such taxes have been paid. Such bond, letter of credit,
indemnification or other security arrangement or deposit shall be used by the
Withholding Agent to make a payment to the Internal Revenue Service on the
earliest of the date on which such bond, letter of credit, pledge,
indemnification, or other security arrangement expires, the date on which the
Withholding Agent is directed in writing by us to make such payment, or the
date which is the second anniversary of the date of such transfer. Earnings
on any deposit shall be used first to pay any taxes due on such earnings and
otherwise shall be paid to us.
4. In addition, we acknowledge that the Trustee will not register
the transfer of the Residual Certificate unless we have furnished to the
REMIC Administrator, on behalf of the Trustee, (i) calculations prepared at
our expense by a Person acceptable to the Trustee (who may be the REMIC
Administrator or other Person) demonstrating that the expected distributions
will equal at least 30% of each excess inclusion as provided for in Treas.
Reg. Section1.860G-3(a) (or any successor provisions, to the extent
applicable to the Residual Certificates), and that such amounts will be
distributed at or after the time such excess inclusion accrues and not later
than the year following the year in which such excess inclusion accrues and
(ii) a statement certifying that we reasonably expect that the expected
distributions will equal at least 30% of each excess inclusion as provided
for in Treas. Reg. Section1.860G-3 (a) (or any successor provisions, to the
extent applicable to the Residual Certificates), and that such amounts
will be distributed at or after the time such excess inclusion accrues and
not later than the year following the year in which such excess inclusion
accrues.
5. We understand that if, notwithstanding the transfer
restrictions, a Residual Certificate is in fact transferred to a Disqualified
Organization, a tax may be imposed on the transferor of such Residual
Certificate. We agree that any breach by us of these representations shall
render such transfer of such Residual Certificate by us absolutely null and
void and
4
<PAGE>
shall cause no rights in the Residual Certificate to vest in the transferee.
6. The sale to us and our purchase of the Residual Certificates
constitute a sale for tax and all other purposes and each party thereto has
received due and adequate consideration, if any. In our view, the transaction
represents fair value, representing the results of arms'-length negotiations
and taking into account our analysis of the tax and other consequences of
investment in the Residual Certificates.
7. We are duly organized and validly existing under the
jurisdiction of our organization. We are neither bankrupt nor insolvent nor
do we have reason to believe that we will become bankrupt or insolvent. We
have conducted and are conducting our business so as to comply in all
material respects with all applicable statutes and regulations. The person
executing and delivering this letter on our behalf is duly authorized to do
so, the execution and delivery by us of this letter and the consummation of
the transaction on the terms set forth herein are within our corporate power
and upon such execution and delivery, this letter will constitute our legal,
valid and binding obligation, enforceable against us in accordance with its
terms, subject, as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and other laws affecting the right of
creditors generally and to general principles of equity and the discretion of
the court (regardless of whether enforcement of such remedies is considered
in a proceeding in equity or at law).
8. Neither the execution and delivery by us of this letter, nor
the compliance by us with the provisions hereof, nor the consummation by us
of the transactions as set forth herein, will (A) conflict with or result in
a breach of, or constitute a default or result in the acceleration of any
obligation under, our articles or by-laws or, after giving effect to the
consents or the taking of the actions contemplated by clause (B) of this
subparagraph, any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on us or our properties, or any
of the provisions of any indenture or mortgage or any other contract or
instrument to which we are a party or by which we or any of our properties is
bound, or (B) require the consent of or notice to or any filing with, any
person, entity or governmental body, which has not been obtained or made by
us.
9. We agree that in the event that at some future time we wish to
transfer any Residual Certificate, we will transfer such Residual Certificate
only to a transferee that:
5
<PAGE>
(i) is not a Disqualified Organization and is not purchasing such
Residual Certificate on behalf of a Disqualified Organization, and
(ii) has delivered to the Trustee a transferee letter in the form
of Exhibit D-2(a) or D-2(b) to the Trust Agreement, as appropriate, and an
affidavit in the form of Exhibit D-l(a) or D-1(b) to the Trust Agreement, as
appropriate, and, if requested by the Trustee, an opinion of counsel (in form
acceptable to the Trustee) that the proposed transfer will not cause the
Residual Certificate to be held by a Disqualified Organization.
10. We are knowledgeable and experienced in financial, business
and tax matters generally and in particular, the investment risks and tax
consequences of REMIC residuals that provide little or no cash flow after
projected foreign withholding tax liability, and are capable of evaluating
the merits and risks of an investment in the Residual Certificates; we expect
to bear any economic consequences of transferring the Residual Certificates
if and when we so elect.
"U.S. Alien" shall mean any person who is not a "U.S. Person,"
except that for purposes of clause (ix) above, the term shall include only
such persons who are subject to withholding under Code Sections 1441 or 1442
on distributions on a residual interest in a REMIC that are attributable to
excess inclusion income.
"U.S. Person" shall mean 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.
"Excess inclusions" shall have the meaning set forth in Code
Section 860E(c), as reasonably determined by the REMIC Administrator, based
on the REMIC tax return.
"Withholding Agent" shall mean the Trustee, its paying agent or any
other person who is liable to withhold federal tax from a distribution on the
Residual Certificates under Code Sections 1441 or 1442.
6
<PAGE>
We hereby designate the REMIC Administrator as our fiduciary to act
as the tax matters person for the REMIC.
Very truly yours,
_______________________________
(Name of Transferee)
By:_____________________________
Name:
Title:
7
<PAGE>
EXHIBIT E
---------
SERVICING AGREEMENT
1
<PAGE>
EXHIBIT F
---------
(RESERVED)
1
<PAGE>
EXHIBIT G
---------
FORM OF RULE 144A TRANSFER CERTIFICATE
Re: Structured Asset Securities Corporation
Mortgage Pass-Through Certificates Series, 199 -
-------------------------------------------------
Reference is hereby made to the Trust Agreement dated as of
1, 199 (the "Trust Agreement") between Structured Asset Securities
- -- -
Corporation, as Depositor, and Norwest Bank Minnesota, 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: ___________, ____
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 199 - (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 Norwest Bank Minnesota, 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
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 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 or a QIB) 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.
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:
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 a Benefit Plan Investor subject
to ERISA or Section 4975 of the Code, or any federal, state or local law
which is, to a material extent, similar to the provisions of ERISA or Section
4975 of the Code, or (y) if it is a Benefit Plan Investor subject to ERISA or
Section 4975 of the Code or any federal, state or local law which is to a
material extent similar to the provisions of ERISA or Section 4975 of the
Code, of a statutory or administrative exemption applies such that its
purchase and holding of such Subordinate Certificates will not result in a
non-exempt prohibited transaction under ERISA and the Code or such other
federal, state or local law. For purposes of this paragraph, the term
"Benefit Plan Investor" means (A) any employee benefit plan (as defined in
Section 3(3) of ERISA), whether or not it is subject to Title I of ERISA, (B)
any plan described in Section 4975(e)(1) of the Code, (C) any governmental
plan, as defined in Section 3(32) of ERISA, subject to any federal, state or
local law which is, to a material extent, similar to the provisions of ERISA
or Section 4975 of the Code or (D) any entity whose underlying assets include
plan assets by reason of a plan's investment in the entity (within the
meaning of Department of Labor Regulation 29 C.F.R. Section2510.3-101).
3. The Investor hereby acknowledges that under the terms of the
Trust Agreement (the "Agreement") between Structured Asset Securities
Corporation, as Depositor, and Norwest Bank Minnesota, 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.
IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to proper
1
<PAGE>
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 ___________ 1995.
__________________________________
NOTARY PUBLIC
My commission expires the
____ day of __________, 19__.
2
<PAGE>
SCHEDULE A
----------
MORTGAGE LOAN SCHEDULE
3
<TABLE>
<CAPTION>
Loan Original Current Add'l
Number NAME Address City St Zip Balance Balance Rate Cltrl LTC
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101004282 FORESE,JAMES 6 DEER TRAIL FRANKLIN NJ 07417 1,000,000.00 499,003.81 8.125 N 74.07
101004284 AMSTERDAM,MARK 1220 PARK AVENU NEW YORK NY 10128 525,000.00 525,000.00 7.250 N 50.00
101004290 FEISS,SAUL LOT 35 -LALLI D SOMERS NY 10589 423,200.00 423,200.00 7.500 N 80.00
101004294 SANDELMAN,JONAT 88 LILY POND LA EAST HAM NY 11937 1,505,000.00 1,505,000.00 7.250 N 70.00
101004317 KULLMAN,ALEXAND 31 RIONDA COURT ALPINE NJ 07620 1,023,750.00 1,022,889.61 7.375 N 75.00
101004318 FLEISCHER,ROBER 700 PARK AVENUE NEW YORK NY 10021 650,000.00 650,000.00 7.250 N 56.52
101004323 YANG,GEOFFREY 192 FAIR OAKS L ATHERTON CA 94027 1,175,000.00 999,980.97 7.375 N 69.12
101004323 ANDERSON,BRADY 959 FAIRVIEW BO INCLINE NV 89451 1,036,000.00 1,035,344.94 7.500 N 80.00
101004323 NUGENT,JOHN 63 CRESCENT PLA SHORT HI NJ 07078 400,000.00 400,000.00 7.500 N 59.26
101004324 FLEISCHER,ROBER 148 HIGHLAND TE BRIDGEHA NY 11932 740,000.00 740,000.00 7.250 N 61.67
101004324 WILSON,STEPHEN 1070 PARK AVENU NEW YORK NY 10128 450,000.00 450,000.00 7.500 N 50.00
101004327 VALENTIN,RANDOL 3201 BAYSHORE B LA PORTE TX 77571 500,000.00 483,199.99 7.250 N 82.00
101004327 ROTHENBERG,ROBE 226 DOGWOOD LAN STAMFORD CT 06903 840,000.00 839,037.50 7.500 N 80.00
101004329 MUNK,BERNARD 955 MT. MORO RO LOWER ME PA 19085 650,000.00 584,512.50 7.875 N 80.25
101004330 BUCTER,JOHN CRESTVIEW DRIVE BRIDGTON ME 04009 333,750.00 234,340.51 7.500 N 75.00
101004336 ALEXANDER,RAND 54 BEDFORD ROAD LINCOLN MA 01773 800,000.00 800,000.00 7.250 N 68.97
101004342 REBERRY,DAVID 136 SILVER OAK ORINDA CA 94563 800,000.00 800,000.00 7.375 N 68.09
101004347 GREENBERG,MARK 130 EAST 75TH S NEW YORK NY 10021 427,500.00 427,455.46 7.375 N 75.00
101004348 GRODY,KENNETH 27 BURNING TREE NEWPORT CA 92660 1,293,750.00 1,291,910.09 7.500 N 68.63
101004348 SELBY, MD,RICHA 331 MONARCH BAY DANA POI CA 92629 718,500.00 718,500.00 7.500 Y 75.00
101004349 TAICH,JAMES 166 SHERIDAN RO WINNETKA IL 60093 1,275,000.00 1,275,000.00 7.500 N 75.00
101004355 BERMAN,JOSHUA 1060 FIFTH AVEN NEW YORK NY 10128 550,000.00 550,000.00 7.500 N 50.00
101004357 ANDERSON,JASON 13 PARK STREET RYE NY 10580 270,000.00 269,775.00 8.000 N 80.00
101004357 BERMAN,JOSHUA 1060 FIFTH AVEN NEW YORK NY 10128 275,000.00 275,000.00 7.500 N 25.00
101004364 STRAUBE,GENE 81 FAXON ROAD ATHERTON CA 94027 1,000,000.00 878,954.17 7.250 N 54.20
101004365 COHEN,WILLIAM 15 MIDDLE LANE EAST HAM NY 11937 1,000,000.00 798,734.85 7.250 N 75.47
101004367 BIANCHI,DAVID MADRONA LANE DEER HAR WA 98243 300,000.00 299,625.00 7.500 N 38.71
101004373 MCINTYRE,MARVIN 28 PELICAN'S WA BETHANY DE 19930 560,000.00 509,897.57 7.500 N 80.00
101004374 SACINO,PHILIP 10905 W. LOYOLA LOS ALTO CA 94024 550,000.00 541,691.81 7.500 N 70.51
101004376 POWERS,ROBERT 43 FERNWOOD RD. WEST HAR CT 06119 320,000.00 316,250.00 7.375 N 79.60
101004382 MUSE, JR.,CHARL 218 SCHENLEY RO PITTSBUR PA 15217 408,000.00 171,038.98 7.500 N 80.00
101004388 TOTONIS,HARRY 88 MEADOW ROAD RIVERSID CT 06878 625,000.00 625,000.00 7.375 N 54.35
101004389 HOWARD,JOHN 556 SOMERSET LA NORTHFIE IL 60093 450,000.00 449,999.57 7.500 N 64.29
101004393 CLUBB,BRUCE 100 QUAY STREET ALEXANDR VA 22314 460,000.00 270,000.00 7.500 N 61.33
101004402 YUNES,EARL 41 YORKSHIRE RO DOVER MA 02030 250,000.00 233,012.34 7.375 N 45.45
101004406 VANDEVENTER,THO 108 PIPING ROCK LOCUST V NY 11560 600,000.00 600,000.00 7.500 N 75.47
101004413 WEATHERBIE,MATT LAUREL ACRES, R CENTER H NH 03226 800,000.00 613,608.77 7.375 N 70.00
101004438 SANDERS, MD,JEF 295 DOC RAYMOND FLAGSTAF AZ 86001 350,000.00 349,526.04 7.375 N 77.78
101004443 BILLOCK,JOHN 400 STANWICH RO GREENWIC CT 06830 1,300,000.00 1,094,694.64 7.375 N 72.22
101004446 SHRUM,ROBERT 4410 DEXTER STR WASHINGT DC 20007 572,000.00 514,800.00 7.500 N 80.00
101004452 GOODSPEED,RICHA 350 MEADOW GROV LA CANAD CA 91011 1,000,000.00 999,999.60 7.375 N 57.80
101004476 EVANS,HAROLD 5220 FIFTH AVEN PITTSBUR PA 15232 330,000.00 330,000.00 7.500 Y 82.14
101004491 WARREN,MARC 411 WEST END AV NEW YORK NY 10024 291,900.00 291,900.00 7.375 N 70.00
101004491 WARREN,MARC 411 WEST END AV NEW YORK NY 10024 41,700.00 41,700.00 7.375 N 10.00
(TABLE CONT.)
Std
Loan Property Coop Loan Int Blkt Orig Per Life Max Rem
Number LTV Type Type Purp Only Loan Term Cap Cap Rate Margin Term
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101004282 74.07 SF Detache n/a Purc Yes No 360 2.000 9.250 14.125 2.750 341
101004284 50.00 Coop Recogniz Purc Yes No 360 2.000 7.625 13.250 2.750 343
101004290 80.00 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 342
101004294 70.00 SF Detache n/a Purc Yes No 360 2.000 8.375 13.250 2.750 342
101004317 75.00 SF Detache n/a Purc Yes No 360 2.000 7.750 13.375 2.750 344
101004318 56.52 Coop All Cash Purc Yes No 360 2.000 8.125 13.250 2.750 342
101004323 69.12 SF Detache n/a Purc Yes No 360 2.000 8.250 13.375 2.750 342
101004323 80.00 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 341
101004323 59.26 SF Detache n/a Cash Yes No 360 2.000 8.000 13.500 2.750 340
101004324 61.67 SF Detache n/a Refi Yes No 360 2.000 8.125 13.250 2.750 343
101004324 50.00 Coop Recogniz Purc Yes No 360 2.000 8.375 13.500 2.750 342
101004327 82.78 SF Detache n/a Refi Yes No 360 2.000 7.750 13.250 2.750 341
101004327 80.00 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 342
101004329 80.25 SF Detache n/a Purc Yes No 360 2.000 8.375 13.875 2.750 341
101004330 75.00 SF Detache n/a Cash Yes No 360 2.000 8.000 13.500 2.750 340
101004336 68.97 SF Detache n/a Purc Yes No 360 2.000 8.375 13.250 2.750 342
101004342 68.09 SF Detache n/a Cash Yes No 360 2.000 8.250 13.375 2.750 342
101004347 75.00 Coop Recogniz Purc Yes No 360 2.000 8.375 13.375 2.750 343
101004348 68.63 SF Detache n/a Purc Yes Yes 360 2.000 7.750 13.500 2.750 342
101004348 100.00 PUD n/a Purc Yes No 300 2.000 8.625 13.500 2.750 281
101004349 75.00 SF Detache n/a Purc Yes No 360 2.000 6.750 13.500 2.750 345
101004355 50.00 Coop Recogniz Purc Yes No 360 2.000 8.125 13.500 2.750 341
101004357 80.00 SF Detache n/a Purc Yes No 360 2.000 8.875 14.000 2.750 342
101004357 25.00 Coop Unrecogn Purc Yes No 360 2.000 8.125 13.500 2.750 341
101004364 54.20 SF Detache n/a Cash Yes No 360 2.000 7.750 13.250 2.750 342
101004365 75.47 SF Detache n/a Purc Yes No 360 2.000 7.625 13.250 2.750 342
101004367 38.71 SF Detache n/a Cash Yes No 360 2.000 8.375 13.500 2.750 343
101004373 80.00 SF Detache n/a Cash Yes No 360 2.000 7.875 13.500 2.750 345
101004374 70.51 SF Detache n/a Purc Yes No 360 2.000 8.375 13.500 2.750 342
101004376 79.60 SF Detache n/a Purc Yes No 360 2.000 7.250 13.375 2.750 343
101004382 80.00 SF Detache n/a Purc Yes Yes 360 2.000 7.875 13.500 2.750 342
101004388 54.35 SF Detache n/a Cash Yes No 360 2.000 6.125 13.375 2.750 343
101004389 64.29 SF Detache n/a Purc Yes No 360 2.000 8.875 13.500 2.750 343
101004393 61.33 SF Detache n/a Cash Yes No 360 2.000 7.875 13.500 2.750 343
101004402 45.45 SF Detache n/a Purc Yes No 360 2.000 8.125 13.375 2.750 346
101004406 75.47 SF Detache n/a Purc Yes No 360 2.000 7.875 13.500 2.750 344
101004413 96.97 SF Detache n/a Cash No No 360 2.000 7.750 13.375 2.750 343
101004438 77.78 SF Detache n/a Cash Yes No 360 2.000 7.250 13.375 2.750 344
101004443 72.22 SF Detache n/a Cash No No 360 2.000 8.000 13.375 2.750 345
101004446 80.00 SF Detache n/a Purc Yes No 360 2.000 8.125 13.500 2.750 345
101004452 57.80 SF Detache n/a Purc Yes No 360 2.000 7.500 13.375 2.750 345
101004476 100.00 SF Detache n/a Purc Yes No 360 2.000 6.750 13.500 2.750 345
101004491 70.00 Coop Recogniz Purc Yes No 360 2.000 6.875 13.375 2.750 350
101004491 10.00 Coop Unrecogn Purc Yes No 360 2.000 6.875 13.375 2.750 350
</TABLE>
<TABLE>
<CAPTION>
Number NAME Address City St Zip Balance Balance Rate Cltrl LTC
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101004536 CHARLES W. ELLI 31 AVONDALE LAN BEAVER C CO 81620 316,000.00 313,705.60 8.250 N 80.00
101004552 H. J. KOSER 31 AVONDALE LAN BEAVER C CO 81620 340,000.00 337,531.39 8.250 N 80.00
101004560 MARK A. BRONSTE 8 BRIGADIER IRVINE CA 92715 596,000.00 591,672.75 8.250 N 80.00
101004567 SALKIND,GENE 1165 WRACK ROAD RYDAL PA 19046 1,100,000.00 1,099,885.06 7.375 N 73.33
101004577 MICHAEL FALK 1 BEEKMAN PLACE NEW YORK NY 10022 1,000,000.00 994,696.35 8.000 N 41.67
101004582 STAIB,JOHN 425J W. DICKENS CHICAGO IL 60606 460,000.00 459,622.93 7.000 N 79.94
101004588 TALCOTT,JAMES 27 CARROLL CIRC WESTON MA 02193 225,000.00 225,000.00 6.750 N 42.86
101004598 EGAN, III,JOHN 120 FULTON ST., BOSTON MA 02109 466,400.00 466,400.00 7.250 N 80.00
101004600 SMITH,MADELON 50 WATERMAN ROA CANTON MA 02021 387,400.00 387,400.00 7.000 N 80.00
101004600 RYAN,JAMES 5 LAKESTONE COU ROCKVILL MD 20850 365,000.00 365,000.00 5.875 N 70.55
101004611 BURGER,RICHARD 7714 LOCHMERE T EDINA MN 55439 340,000.00 340,000.00 7.250 N 80.00
101004614 CRANE,DWIGHT 5 ARLINGTON STR BOSTON MA 02116 300,000.00 300,000.00 7.625 N 25.00
101004637 MARINO, JR.,DAN 213 ROB LANE GREENSBU PA 15601 400,000.00 400,000.00 7.125 N 73.39
101004641 CLINK,MICHAEL 11365 CANTON DR STUDIO C CA 91604 1,135,000.00 1,135,000.00 7.875 N 66.76
101004641 ROQUE,VICTOR 4543 DOGWOOD DR PITTSBUR PA 15101 376,000.00 376,000.00 6.125 N 80.00
101004646 BARNES,J. 2248 MANDEVILLE LOS ANGE CA 90049 1,100,000.00 1,100,000.00 7.125 N 78.57
101004649 TUAOLO,ESERA 3981 COUNTRY OA CHANHASS MN 55317 183,500.00 183,212.83 7.250 N 78.59
101004652 AYDELOTTE,WILLI 136 APRIL SOUND NAPLES FL 33999 227,000.00 227,000.00 7.125 Y 0.00
101004659 KOCH,BRENT 11 LUCCA LAGUNA N CA 92677 368,000.00 368,000.00 7.375 N 80.00
101004661 SWIFT,RICHARD 1155 PARK AVENU NEW YORK NY 10128 840,000.00 840,000.00 7.125 N 40.00
101004661 SWIFT,RICHARD 1155 PARK AVENU NEW YORK NY 10128 735,000.00 735,000.00 7.125 N 35.00
101004662 NABORS,ERIC 19 FOREST GLEN MT. LEBA PA 15228 200,000.00 200,000.00 7.375 N 80.00
101004665 MIDDLETON,JAMES 186 HIGH SIERRA EXETER CA 93221 487,000.00 485,540.67 7.500 Y 74.50
101004667 GOLDBERG,RONALD 16 CREEKSIDE DR RANCHO M CA 92270 440,000.00 440,000.00 7.125 N 40.18
101004667 ROOSEVELT, IV,T CHAPPAQUIDDICK EDGARTOW MA 02539 500,000.00 500,000.00 7.125 Y 40.00
101004674 SEALE,LINDA 201 SOUTH STONE LA GRANG IL 60525 645,000.00 643,018.64 7.375 N 79.14
101004675 GERSHEN,WILLIAM 120 SAN JOAQUIN MOUNTAIN CO 81435 400,000.00 400,000.00 7.250 N 59.26
101004679 MILLER,ANDREW 1503 35TH STREE WASHINGT DC 20007 1,230,000.00 1,230,000.00 7.250 N 69.30
101004683 SPEARS,RONALD 390 OENOKE RIDG NEW CANA CT 06840 1,200,000.00 1,200,000.00 6.750 N 75.00
101004683 BROWN,WILLIAM 68 PRICES SWITC WARWICK NY 10990 650,000.00 650,000.00 7.250 N 66.12
101004686 GERBER,RONALD 1170 FIFTH AVEN NEW YORK NY 10028 290,000.00 290,000.00 7.375 N 50.00
101004686 GERBER,RONALD 1170 FIFTH AVEN NEW YORK NY 10028 174,000.00 174,000.00 7.375 N 30.00
101004689 SAWYER,STEPHEN 670 MENLO OAKS MENLO PA CA 94025 650,000.00 650,000.00 7.250 N 74.29
101004690 RENFROE,LOWELL ROUTE 1 BOX 410 WAYNESVI NC 28786 200,000.00 200,000.00 7.250 Y 75.00
101004691 HEINE,ANDREW 24 OREGON ROAD BEDFORD NY 10549 910,000.00 910,000.00 7.000 N 65.00
101004693 SAKAMOTO, JR.,J 2018 OAKLAND AV PIEDMONT CA 94611 540,000.00 540,000.00 7.250 N 80.00
101004695 RALSTON,WILLIAM 5484 THE TOLEDO LONG BEA CA 90803 250,000.00 249,804.97 7.250 N 26.32
101004697 MILLER,ANDREW 363 EAST 76TH S NEW YORK NY 10021 298,000.00 295,531.45 7.125 N 63.40
101004699 STORFF,WILLIAM 270 STAGE HARBO CHATHAM MA 02643 450,000.00 450,000.00 7.250 N 77.59
101004700 JUNG,JOHN ONE KINGSWOODS NEW HOPE PA 18938 400,000.00 399,816.67 7.250 N 80.00
101004700 WALLAU,ALEX 1215 FIFTH AVE. NEW YORK NY 10029 672,000.00 671,501.27 7.500 N 70.00
101004701 COGLIANI,NICHOL 13 EVERETT AVEN WINCHEST MA 01890 628,000.00 628,000.00 7.250 N 80.00
101004703 BAUGHMAN,GARY 471 WINDROW CLU MOORESTO NJ 08057 425,000.00 425,000.00 6.250 Y 80.00
101004708 GARSTIN,MICHAEL 137 EAST 66TH S NEW YORK NY 10021 1,100,000.00 1,100,000.00 7.375 N 50.00
(TABLE CONT.)
Std
Loan Property Coop Loan Int Blkt Orig Per Life Max Rem
Number LTV Type Type Purp Only Loan Term Cap Cap Rate Margin Term
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101004536 80.00 Condo < 5 n/a Purc No No 360 2.000 6.000 14.250 2.750 349
101004552 80.00 Condo < 5 n/a Purc No No 360 2.000 6.000 14.250 2.750 349
101004560 80.00 SF Detache n/a Purc No No 360 2.000 6.000 14.250 2.750 349
101004567 73.33 SF Detache n/a Refi Yes No 360 2.000 6.625 13.375 2.750 350
101004577 41.67 Coop All Cash Purc No No 360 2.000 2.500 12.000 2.750 351
101004582 79.94 Condo < 5 n/a Purc No No 360 2.000 6.000 13.000 2.750 359
101004588 42.86 SF Detache n/a Purc Yes No 360 2.000 6.000 12.750 2.750 360
101004598 80.00 Condo < 5 n/a Purc Yes No 360 2.000 6.000 13.250 2.750 357
101004600 80.00 SF Detache n/a Purc Yes No 360 2.000 6.000 13.000 2.750 359
101004600 70.55 SF Detache n/a Purc Yes No 360 2.000 6.000 11.875 2.750 358
101004611 80.00 SF Detache n/a Cash Yes No 360 2.000 6.000 13.250 2.750 357
101004614 25.00 Condo < 5 n/a Purc Yes No 360 2.000 6.000 13.625 2.750 356
101004637 73.39 SF Detache n/a Cash Yes No 360 2.000 6.000 13.125 2.750 355
101004641 66.76 SF Detache n/a Cash Yes Yes 360 1.625 5.625 13.500 2.750 357
101004641 80.00 SF Detache n/a Purc Yes No 360 2.000 6.000 12.125 2.750 355
101004646 78.57 SF Detache n/a Purc Yes No 360 2.000 6.000 13.125 2.750 356
101004649 78.59 SF Detache n/a Purc No No 360 2.000 6.000 13.250 2.750 358
101004652 90.90 SF Detache n/a Purc Yes No 360 2.000 6.000 13.125 2.750 360
101004659 80.00 SF Detache n/a Cash Yes No 360 2.000 6.000 13.375 2.750 356
101004661 40.00 Coop Recogniz Purc Yes No 360 2.000 6.000 13.125 2.750 356
101004661 35.00 Coop Unrecogn Purc Yes No 360 2.000 6.000 13.125 2.750 356
101004662 80.00 SF Detache n/a Purc Yes No 360 2.000 6.000 13.375 2.750 357
101004665 100.00 SF Detache n/a Refi No No 360 2.000 6.000 13.500 2.750 356
101004667 40.18 SF Detache n/a Purc Yes Yes 360 2.000 6.000 13.125 2.750 356
101004667 86.96 SF Detache n/a Cash Yes No 360 2.000 6.000 13.125 2.750 358
101004674 79.14 SF Detache n/a Refi No Yes 360 2.000 6.000 13.375 2.750 356
101004675 59.26 Condo < 5 n/a Purc Yes No 360 2.000 6.000 13.250 2.750 359
101004679 69.30 SF Detache n/a Refi Yes Yes 360 2.000 6.000 13.250 2.750 357
101004683 75.00 SF Detache n/a Purc Yes No 360 2.000 6.000 12.750 2.750 356
101004683 66.12 SF Detache n/a Cash Yes No 360 2.000 6.000 13.250 2.750 359
101004686 50.00 Coop Recogniz Purc Yes No 360 2.000 6.000 13.375 2.750 356
101004686 30.00 Coop Unrecogn Purc Yes No 360 2.000 6.000 13.375 2.750 356
101004689 74.29 SF Detache n/a Cash Yes No 360 2.000 6.000 13.250 2.750 356
101004690 105.26 SF Detache n/a Purc Yes No 360 2.000 6.000 13.250 2.750 359
101004691 65.00 SF Detache n/a Purc Yes No 360 2.000 6.000 13.000 2.750 359
101004693 80.00 SF Detache n/a Cash Yes No 360 2.000 6.000 13.250 2.750 357
101004695 26.32 SF Detache n/a Purc No No 360 2.000 6.000 13.250 2.750 359
101004697 63.40 Coop Recogniz Refi Yes No 360 2.000 6.000 13.125 2.750 358
101004699 77.59 SF Detache n/a Cash Yes No 360 2.000 6.000 13.250 2.750 356
101004700 80.00 SF Detache n/a Cash Yes No 360 2.000 6.000 13.250 2.750 358
101004700 70.00 Coop Recogniz Cash No No 360 2.000 6.000 13.500 2.750 359
101004701 80.00 SF Detache n/a Purc Yes No 360 2.000 6.000 13.250 2.750 357
101004703 100.00 Condo < 5 n/a Purc Yes No 360 2.000 5.875 12.125 2.750 357
101004708 50.00 Coop Recogniz Cash Yes No 360 2.000 6.000 13.375 2.750 358
</TABLE>
<TABLE>
<CAPTION>
Loan Original Current Add'l
Number NAME Address City St Zip Balance Balance Rate Cltrl LTC
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101004709 GARSTIN,MICHAEL 137 EAST 66TH S NEW YORK NY 10021 400,000.00 400,000.00 7.375 N 18.18
101004710 TINMOUTH,BRYCE 2 SOCRATES WAY WINCHEST MA 01890 340,000.00 340,000.00 7.250 N 80.00
101004710 MOCK, JR.,LAWRE 56 BEAVER STREE SEWICKLE PA 15143 448,000.00 448,000.00 6.125 N 80.00
101004711 PLATT,HOWARD 22 DEMBEIGH HIL BALTIMOR MD 21210 250,000.00 250,000.00 7.250 N 55.56
101004712 KANTELIS,JAMES 9 BALBROOK DRIV MENDHAM NJ 07945 720,000.00 720,000.00 7.500 N 80.00
101004712 BAKER,DEXTER 6304 BURNHAM RO NAPLES FL 33999 1,300,000.00 1,300,000.00 7.000 N 54.17
101004713 WYLIE,WILLIAM 8521 GEORGETOWN MCLEAN VA 22102 650,000.00 650,000.00 6.000 N 78.79
101004717 THEROUX,MARGARE 388 BEACON STRE BOSTON MA 02116 573,750.00 573,750.00 7.250 N 75.00
101004718 SCHNECK,FRANCIS 60 ROCKLYNN PLA PITTSBUR PA 15228 176,000.00 176,000.00 7.500 N 80.00
101004719 RONICK,THEODORE 142 E. 71ST STR NEW YORK NY 10021 250,000.00 250,000.00 7.250 N 40.32
101004720 LONDON,THEODORE 7233 AYRSHIRE L BOCA RAT FL 33496 500,000.00 500,000.00 7.125 N 68.49
101004721 PECK,JAMES 1484 GALAXY DRI NEWPORT CA 92660 468,000.00 468,000.00 7.375 N 80.00
101004722 SOMES,STEVEN LOT 9, CRAIG KN SEAL HAR ME 04660 720,000.00 720,000.00 7.375 N 46.44
101004723 FRANKHOUSER,PAU 329 GREENBRIAR WYOMISSI PA 19610 250,000.00 250,000.00 7.375 N 44.64
101004724 WILSON,PETER 163 EAST 81ST S NEW YORK NY 10028 550,000.00 550,000.00 7.250 N 50.00
101004724 WILSON,PETER 163 EAST 81ST S NEW YORK NY 10028 275,000.00 275,000.00 7.250 N 25.00
101004725 BARKLEY,ALAN 2304 VALDIVIA W BURLINGA CA 94010 540,000.00 540,000.00 7.250 N 80.00
101004726 AQUINO,ROBERT 2 COPPERFIELD L OLD BROO NY 11545 638,000.00 637,394.64 6.250 N 80.00
101004732 WALLAU,ALEX 1215 FIFTH AVE. NEW YORK NY 10029 78,000.00 77,942.11 7.500 N 8.13
101004734 KARSH,PRAHARD 142 BLUE FLAX AVON CO 81620 1,100,000.00 1,100,000.00 7.375 N 45.83
101004741 WYMAN,ROBERT 20 ROWES WHARF, BOSTON MA 02110 420,000.00 420,000.00 7.125 N 71.19
101004746 HUFF,WAYNE ONE TRIMONT LAN PITTSBUR PA 15211 290,000.00 290,000.00 6.875 Y 80.00
101004748 ZINNANTI,JR.,AN 13 CONCHO LANE BELL CAN CA 91307 389,000.00 389,000.00 7.125 N 74.10
101004750 CLYDE,LARRY RD #4 BLACKBURN SEWICKLE PA 15143 350,000.00 350,000.00 7.125 N 50.00
101004752 CRANE, JR.,LAWR 655 NORTH SPUR JACKSON WY 83001 300,000.00 300,000.00 7.500 N 42.55
101004754 CORD,CHRISTOPHE 59O & 592 WARM KETCHUM ID 83340 1,000,000.00 1,000,000.00 7.500 N 38.46
101004755 CAMINITI,KENNET 13645 GLENCLIFF SAN DIEG CA 92130 512,000.00 512,000.00 7.125 N 80.00
101004758 HOPPER,JOHN 312 TRACE RIDGE HOOVER AL 35244 231,600.00 231,600.00 6.125 N 80.00
101004760 BURR,SARA 1845 N. HOWE ST CHICAGO IL 60614 360,000.00 240,000.00 7.000 Y 80.00
101004764 MULCAHY,JOHN 9 STONE TERRACE MARBLEHE MA 01945 328,000.00 328,000.00 7.125 N 80.00
101300724 DURKAN,JAMES 5 CLIFF ROAD WELLESLE MA 02181 462,150.00 462,149.80 7.500 N 79.00
101300767 ADAMS,NICHOLAS 48 MONUMENT AVE CHARLEST MA 02129 350,000.00 350,000.00 7.375 N 71.43
101300772 ZIELINSKI,WILLI 101 CHESTNUT ST BOSTON MA 02114 375,000.00 375,000.00 7.500 N 51.02
101300782 LYNCH,CASE 98 FARM ST DOVER MA 02030 640,000.00 611,662.36 8.250 N 41.29
101300802 CHOUMAS,JOHN 401 PIAZZA LIDO NEWPORT CA 92663 1,050,000.00 1,050,000.01 8.250 N 75.00
101300835 COPELAND, JR.,W 50 EASTERN POIN GLOUCEST MA 01930 400,000.00 400,000.00 7.375 N 42.55
101300997 FAZIO,JOHN 1118 HARBOR DR DELRAY B FL 33483 500,000.00 500,000.00 7.875 Y 74.93
101301112 HORGAN,JOHN 1005 FOX CHAPEL PITTSBUR PA 15238 340,000.00 277,646.79 7.500 N 62.62
101301182 CHILDS,JAMES 1362 NORTH DECA ATLANTA GA 30306 345,000.00 331,211.48 7.625 Y 75.00
101301256 O'LEARY,NANCY 93 HOMER STREET NEWTON MA 02159 330,000.00 330,000.00 7.500 N 47.14
101301275 BAROCCI,THOMAS 100 SUFFOLK RD NEWTON MA 02159 450,000.00 431,458.24 7.500 N 60.00
101301282 COHEN,WILLIAM 1120 PARK AVE U NEW YORK NY 10128 540,000.00 538,835.35 7.250 N 30.00
101301286 COOK, JR.,JOHN 43 MONADNOCK RO WELLESLE MA 02181 1,000,000.00 900,000.00 7.500 N 64.10
101301368 SWOBODA,JAMES 3251 ROMAN MILL OAKTON VA 22124 380,000.00 377,305.31 8.000 Y 75.00
(TABLE CONT.)
Std
Loan Property Coop Loan Int Blkt Orig Per Life Max Rem
Number LTV Type Type Purp Only Loan Term Cap Cap Rate Margin Term
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101004709 18.18 Coop Unrecogn Cash Yes No 360 2.000 6.000 13.375 2.750 358
101004710 80.00 SF Detache n/a Cash Yes No 360 2.000 6.000 13.250 2.750 358
101004710 80.00 SF Detache n/a Purc Yes No 360 2.000 6.000 12.125 2.750 357
101004711 55.56 SF Detache n/a Refi Yes No 360 2.000 6.000 13.250 2.750 358
101004712 80.00 SF Detache n/a Purc Yes No 360 2.000 6.000 13.500 2.750 357
101004712 54.17 SF Detache n/a Refi Yes No 360 2.000 6.000 13.000 2.750 359
101004713 78.79 SF Detache n/a Purc Yes No 360 2.000 6.250 12.250 2.750 357
101004717 75.00 Coop Recogniz Purc Yes No 360 2.000 6.000 13.250 2.750 359
101004718 80.00 SF Detache n/a Purc Yes No 360 2.000 6.000 13.500 2.750 358
101004719 40.32 Coop Recogniz Purc Yes No 360 2.000 6.000 13.250 2.750 359
101004720 68.49 SF Detache n/a Cash Yes No 360 2.000 6.000 13.125 2.750 358
101004721 80.00 SF Detache n/a Purc Yes No 360 2.000 6.000 13.375 2.750 358
101004722 46.44 SF Detache n/a Cash Yes Yes 360 2.000 6.000 13.375 2.750 358
101004723 44.64 SF Detache n/a Refi Yes No 360 2.000 6.000 13.375 2.750 358
101004724 50.00 Coop Recogniz Purc Yes No 360 2.000 6.000 13.250 2.750 359
101004724 25.00 Coop Unrecogn Purc Yes No 360 2.000 6.000 13.250 2.750 359
101004725 80.00 SF Detache n/a Purc Yes No 360 2.000 6.000 13.250 2.750 358
101004726 80.00 SF Detache n/a Purc No No 360 2.000 6.000 12.250 2.750 359
101004732 8.13 Coop Unrecogn Cash No No 360 2.000 6.000 13.500 2.750 359
101004734 45.83 SF Detache n/a Refi Yes No 360 2.000 6.000 13.375 2.750 359
101004741 71.19 Condo < 5 n/a Cash Yes No 360 2.000 6.000 13.125 2.750 359
101004746 100.00 Condo < 5 n/a Purc Yes No 360 2.000 6.000 12.875 2.750 358
101004748 74.10 SF Detache n/a Cash Yes No 360 2.000 6.000 13.125 2.750 359
101004750 50.00 SF Detache n/a Refi Yes No 360 2.000 6.000 13.125 2.750 358
101004752 42.55 SF Detache n/a Cash Yes Yes 360 2.000 6.000 13.500 2.750 359
101004754 38.46 SF Detache n/a Cash Yes No 360 2.000 6.000 13.500 2.750 359
101004755 80.00 SF Detache n/a Purc Yes No 360 2.000 6.000 13.125 2.750 358
101004758 80.00 SF Detache n/a Purc Yes No 360 2.000 6.000 12.125 2.750 359
101004760 100.00 SF Detache n/a Purc Yes No 360 2.000 6.000 13.000 2.750 359
101004764 80.00 SF Detache n/a Purc Yes No 360 2.000 6.000 13.125 2.750 359
101300724 79.00 SF Detache n/a Purc Yes No 360 2.000 6.875 13.500 2.750 315
101300767 71.43 SF Detache n/a Cash Yes No 360 2.000 6.750 13.375 2.750 315
101300772 51.02 Coop Recogniz Purc Yes No 360 2.000 6.875 13.500 2.750 315
101300782 41.29 SF Detache n/a Cash No No 360 2.000 6.750 14.250 2.750 316
101300802 75.00 SF Detache n/a Cash Yes Yes 360 2.000 7.750 14.250 2.750 316
101300835 42.55 SF Detache n/a Refi Yes No 360 2.000 6.750 13.375 2.750 317
101300997 98.04 SF Detache n/a Refi Yes No 360 2.000 8.000 13.875 2.750 317
101301112 62.62 SF Detache n/a Purc Yes No 360 2.000 6.875 13.500 2.750 317
101301182 100.00 SF Detache n/a Purc Yes No 360 2.000 8.125 13.625 2.750 318
101301256 47.14 SF Detache n/a Refi Yes No 360 2.000 6.875 13.500 2.750 319
101301275 60.00 SF Detache n/a Purc No No 360 2.000 8.000 13.500 2.750 319
101301282 30.00 Coop Recogniz Cash Yes No 360 2.000 7.000 13.250 2.750 318
101301286 64.10 SF Detache n/a Purc Yes No 360 2.000 7.000 13.500 2.750 318
101301368 90.91 SF Detache n/a Refi Yes No 360 2.000 8.000 14.000 2.750 319
</TABLE>
<TABLE>
<CAPTION>
Loan Original Current Add'l
Number NAME Address City St Zip Balance Balance Rate Cltrl LTC
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101301389 LEVERONI,CHARLE 299 OCEAN AVENU MARBLEHE MA 01945 613,200.00 613,200.00 7.375 N 66.29
101301427 LAURENZO,VINCEN 768 LEBRUN ROAD AMHERST NY 14221 345,000.00 345,000.00 7.375 N 75.00
101301452 LINDELOW,JAN 6 HARBOR HILL WESTPORT CT 06880 1,000,000.00 745,803.01 7.375 N 81.30
101301454 NUNES,GEOFFREY 94 BRATTLE ST/T CAMBRIDG MA 02138 850,000.00 850,000.00 7.875 N 69.39
101301485 BISHOP,ROBERT 47 CARISBROOKE WELLESLE MA 02181 600,000.00 600,000.00 7.375 N 51.50
101301524 MILLER,GEORGE 20 PHILLIPS PON NATICK MA 01760 491,250.00 491,250.00 7.375 N 75.00
101301643 ROBINSON, JR.,J 81 OLD NISKAYUN LOUDONVI NY 12211 539,000.00 539,000.00 7.250 N 71.87
101301671 RYAN,TERRY WYNDHURST ON CR SPRINGFI MA 01105 350,000.00 250,000.00 7.500 N 37.84
101301782 JAMES,BRIAN 5 TAYLOR LANE LEXINGTO MA 02173 550,000.00 549,255.21 7.375 N 75.03
101301856 THOMAS P MOORE 68 ABBOTT ROAD WELLESLE MA 02181 400,000.00 384,683.94 8.000 N 80.00
101301864 HEINZE,PETER 3 QUAIL HILL LA PITTSBUR PA 15238 500,000.00 275,906.10 7.500 N 74.07
101301903 PATRONAS,NICHOL 8900 HOLLY LEAF BETHESDA MD 20817 545,000.00 461,989.65 7.375 N 69.16
101302006 SERINO,JOHN 51R NORTH BEACH NANTUCKE MA 02554 625,000.00 383,370.41 7.500 N 60.68
101302011 MARSH,JEFFREY 10 LOWELL PLACE NANTUCKE MA 02554 250,000.00 217,537.19 7.375 N 71.43
101302040 FEUER,CURT 7 AYER LANE HARWICH MA 02646 480,000.00 422,846.98 7.500 N 56.47
101302094 PHILBROOK,JOHN 8 LOOKOUT COURT MARBLEHE MA 01945 380,000.00 366,246.45 7.500 N 71.03
101302116 WILLIAMS,DAVID LOT 20 SANDY BE OAKLAND MD 21550 350,000.00 350,000.00 7.375 N 56.00
101302140 BERGER,MERLE QUITSA LANE CHILMARK MA 02535 850,000.00 572,452.72 7.500 N 70.83
101302150 PAUL,STEVEN 326 HIGHLAND AV WEST NEW MA 02165 500,000.00 446,000.00 7.500 N 71.43
101302235 FREDERICK C MOO 2332 HICKORY LN COOPERSB PA 18036 910,000.00 876,685.66 8.000 N 75.83
101302239 FILIP,WILLIAM 381 HOYT FARM R NEW CANA CT 06840 300,000.00 300,000.00 7.375 N 36.36
101302266 SAMMATARO,JOHN 116 CASTLEMERE NORTH AN MA 01845 1,000,000.00 1,000,000.00 7.500 Y 0.00
101302309 GARFINKEL,LAWRE 13 STARBUCK RD/ NANTUCKE MA 02544 600,000.00 552,397.00 7.500 N 54.55
101302367 ISRAEL,STEPHEN 69 WATERLINE DR NEW SEAB MA 02649 350,000.00 328,250.44 8.875 N 72.16
101302393 HIRSCH,ROBERT 40 CAPANO DRIVE BETHANY DE 19930 489,000.00 489,000.00 8.250 N 57.53
101302401 TORRAY,ROBERT 9505 PERSIMMON POTOMAC MD 20854 1,100,000.00 1,100,000.00 7.500 N 57.89
101302402 TORRAY,ROBERT 74-535 WREN DRI INDIAN W CA 92210 1,500,000.00 1,500,000.00 7.500 N 62.50
101302414 TICE,RICHARD 280 RUGBY COURT ARNOLD MD 21012 545,000.00 493,490.29 8.125 N 67.28
101302417 SULLIVAN,TIMOTH 49 ELM ST MEDFIELD MA 02052 335,000.00 328,800.00 7.250 N 72.83
101302418 GIBBONS,JOHN 166 29TH AVENUE SAN FRAN CA 94121 637,500.00 610,000.00 8.000 N 75.00
101302429 UTTER,DAVID 417 ERSKINE ROA STAMFORD CT 06903 500,000.00 500,000.00 7.250 N 58.82
101302451 KENNEDY,TERRENC 12 KRISTEN LN/ CANTON MA 02021 350,000.00 338,410.34 7.500 N 40.94
101302453 MNOOKIN,ROBERT 10 FOLLEN ST CAMBRIDG MA 02138 600,000.00 375,230.25 7.500 N 60.00
101302473 KABACK,MICHAEL 4347 VISTA DE L SOLANA B CA 92014 500,000.00 499,953.24 8.250 N 55.56
101302476 WATT,J. 4 MULBERRY ST NANTUCKE MA 02554 443,250.00 443,250.00 7.875 N 75.00
101302486 HITCHCOCK, JR., 901 BEL AIR ROA LOS ANGE CA 90077 1,125,000.00 1,125,000.00 7.500 N 43.27
101302487 CLARK,DARRELL 2045 COMPTON WA ALPHARET GA 30202 470,000.00 470,000.00 7.500 Y 75.00
101302490 NEEDELMAN,RONAL 10738 NORMANDIE POTOMAC MD 20854 850,000.00 850,000.00 7.250 N 72.65
101302497 SCHWEITZER,PETE 123 W 74TH ST U NEW YORK NY 10023 387,500.00 387,500.00 8.000 N 50.00
101302498 SCHWEITZER,PETE 123 W 74TH ST U NEW YORK NY 10023 155,000.00 154,999.98 8.000 N 20.00
101302502 SCHNEIDER,LEON 808 N WHITTIER BEVERLY CA 90210 1,000,000.00 1,000,000.00 7.250 N 44.44
101302504 ANKNER,ROBERT 28 ARROWHEAD DR NORWELL MA 02061 425,000.00 425,000.00 7.375 N 73.91
101302524 PERLIN,MARILYN 7312 BALLANTRAE BOCA RAT FL 33496 1,100,000.00 1,100,000.00 7.500 N 64.71
101302814 BROX,STEPHEN 22 HARBOR ST MANCHEST MA 01944 430,000.00 235,010.22 7.375 N 47.78
(TABLE CONT.)
Std
Loan Property Coop Loan Int Blkt Orig Per Life Max Rem
Number LTV Type Type Purp Only Loan Term Cap Cap Rate Margin Term
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101301389 66.29 SF Detache n/a Purc Yes No 360 2.000 7.875 13.375 2.750 319
101301427 75.00 SF Detache n/a Cash Yes No 360 2.000 7.125 13.375 2.750 319
101301452 81.30 SF Detache n/a Purc Yes No 360 2.000 8.000 13.375 2.750 319
101301454 69.39 Condo < 5 n/a Purc Yes Yes 360 2.000 7.375 13.875 2.750 319
101301485 51.50 SF Detache n/a Purc Yes No 360 2.000 7.875 13.375 2.750 320
101301524 75.00 Condo < 5 n/a Purc Yes No 360 2.000 7.375 13.375 2.750 320
101301643 71.87 SF Detache n/a Purc Yes No 360 2.000 7.375 13.250 2.750 321
101301671 37.84 Condo < 5 n/a Purc Yes Yes 360 2.000 7.375 13.500 2.750 321
101301782 75.03 SF Detache n/a Purc Yes No 360 2.000 7.250 13.375 2.750 322
101301856 80.00 SF Detache n/a Refi No No 360 2.000 9.125 14.000 2.750 323
101301864 74.07 SF Detache n/a Purc Yes No 360 2.000 9.875 13.500 2.750 323
101301903 69.16 SF Detache n/a Refi Yes No 360 2.000 7.250 13.375 2.750 323
101302006 60.68 SF Detache n/a Refi No No 360 2.000 8.125 13.500 2.750 323
101302011 71.43 SF Detache n/a Purc No No 180 2.000 7.625 13.375 2.750 144
101302040 56.47 SF Detache n/a Refi Yes No 360 2.000 7.625 13.500 2.750 324
101302094 71.03 SF Detache n/a Cash No No 360 2.000 8.125 13.500 2.750 324
101302116 56.00 SF Detache n/a Cash Yes No 360 2.000 7.250 13.375 2.750 324
101302140 70.83 SF Detache n/a Purc No No 360 2.000 8.125 13.500 2.750 325
101302150 71.43 SF Detache n/a Refi Yes No 360 2.000 8.625 13.500 2.750 325
101302235 75.83 SF Detache n/a Cash No No 360 2.000 9.125 14.000 2.750 325
101302239 36.36 SF Detache n/a Cash Yes No 360 2.000 7.500 13.375 2.750 325
101302266 80.00 SF Detache n/a Purc Yes No 180 2.000 9.125 13.500 2.750 145
101302309 54.55 SF Detache n/a Cash Yes Yes 360 2.000 7.500 13.500 2.750 326
101302367 72.16 SF Detache n/a Purc Yes No 360 2.000 ***** 14.875 2.750 326
101302393 57.53 SF Detache n/a Refi Yes No 360 2.000 8.875 14.250 2.750 327
101302401 57.89 SF Detache n/a Refi Yes No 360 2.000 8.625 13.500 2.750 327
101302402 62.50 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 327
101302414 67.28 SF Detache n/a Refi Yes No 360 2.000 9.250 14.125 2.750 327
101302417 72.83 SF Detache n/a Purc Yes No 360 2.000 8.375 13.250 2.750 327
101302418 75.00 SF Detache n/a Refi Yes No 360 2.000 9.125 14.000 2.750 327
101302429 58.82 SF Detache n/a Purc Yes No 360 2.000 8.375 13.250 2.750 327
101302451 40.94 SF Detache n/a Cash Yes Yes 360 2.000 8.625 13.500 2.750 327
101302453 60.00 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 327
101302473 55.56 SF Detache n/a Cash Yes No 360 2.000 9.375 14.250 2.750 328
101302476 75.00 SF Detache n/a Refi Yes No 360 2.000 9.000 13.875 2.750 328
101302486 43.27 SF Detache n/a Cash Yes No 360 2.000 8.625 13.500 2.750 328
101302487 102.40 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 328
101302490 72.65 SF Detache n/a Purc Yes No 360 2.000 8.375 13.250 2.750 328
101302497 50.00 Coop Recogniz Purc Yes No 360 2.000 9.125 14.000 2.750 328
101302498 20.00 Coop Unrecogn Purc Yes No 360 2.000 9.125 14.000 2.750 328
101302502 44.44 SF Detache n/a Cash Yes No 360 2.000 7.875 13.250 2.750 328
101302504 73.91 SF Detache n/a Refi Yes No 360 2.000 8.500 13.375 2.750 328
101302524 64.71 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 328
101302814 47.78 SF Detache n/a Cash Yes No 360 2.000 8.000 13.375 2.750 329
</TABLE>
<TABLE>
<CAPTION>
Loan Original Current Add'l
Number NAME Address City St Zip Balance Balance Rate Cltrl LTC
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101302825 CORSO,ANTHONY 8749 OLD DOMINI MCLEAN VA 22102 600,000.00 590,271.94 7.500 N 77.92
101302828 WEEKS,ROBERT 2 BRIDLE PATH L RIVERSID CT 06878 1,440,000.00 1,000,000.00 7.375 N 60.00
101302832 KORTSCHAK,WALTE 1025 LINCOLN AV PALO ALT CA 94301 560,000.00 534,989.85 7.375 N 70.00
101302860 FROSCH,ROBERT 416 COMMONWEALT BOSTON MA 02118 350,000.00 349,562.49 7.500 N 70.71
101302864 FAULKNER,WILLIA 30 PLYMOUTH ROA DARIEN CT 06820 450,000.00 450,000.00 7.500 N 61.22
101302878 RODRICKS,JOSEPH 1521 29TH STREE WASHINGT DC 20007 554,750.00 553,940.98 7.250 N 70.00
101302906 HOBBS,MATTHEW 101 FLETCHER RD BELMONT MA 02178 487,500.00 486,890.63 7.500 N 75.00
101302914 KRASNE,ROBERT 3245 ELLICOTT S WASHINGT DC 20008 700,000.00 699,000.00 7.500 N 74.47
101302934 DONOHUE,JOSEPH 3 TREE TOP WAY KENTFIEL CA 94904 350,000.00 350,000.00 8.875 N 40.00
101302943 WEINSTEIN,REUBE 665 CENTRE ST NEWTON MA 02158 405,000.00 405,000.00 7.375 N 75.00
101302954 JAMES M CLAMAGE 33 BALD HILL RO WILTON CT 06897 415,000.00 414,861.67 8.000 N 73.45
101302980 MOSIER,EUGENE PINK HOUSE ROAD SEWICKLE PA 15143 400,000.00 400,000.00 7.500 N 34.78
101303004 DENNISTON, III, 20 & 17 SEABURY DUXBURY MA 02332 425,000.00 424,424.48 7.375 N 70.13
101303038 SCHLESINGER,ARN 906 N ROXBURY A BEVERLY CA 90210 1,500,000.00 1,500,000.00 7.250 N 51.72
101303054 ROSSBOROUGH,SCO 38 SEARS ROAD WESTON MA 02193 440,000.00 439,404.17 7.375 N 70.97
101303056 PENROSE,JOHN 9 BISHOPS RISE NANTUCKE MA 02554 516,000.00 515,959.14 7.375 N 70.68
101303057 ELLYN,NICHOLAS 4515 ROCK SPRIN ARLINGTO VA 22207 800,000.00 699,940.61 7.500 N 66.67
101303068 KIRKPATRICK,ROG 24943 LORENA DR CALABASA CA 91302 500,000.00 500,000.00 7.500 N 65.79
101303081 IVARSON,JEFFREY 312 FAIRHILLS D SAN RAFA CA 94901 609,875.00 609,875.00 7.500 N 73.79
101303099 GUMBINER,KENNET 6000 DEER PARK GREENSBO NC 27455 340,000.00 298,348.53 7.500 N 64.76
101303115 STANGER,GARTH 71790 JAGUAR WA PALM DES CA 92260 540,000.00 540,000.00 7.375 N 80.00
101303122 LYNN,ROBERT 35 CATTLE PEN L RIDGEFIE CT 06877 418,500.00 414,000.00 7.375 N 55.80
101303136 AVILA,JUAN 64 PALM AVE PAL MIAMI BE FL 33139 1,100,000.00 980,001.46 7.500 N 68.75
101303138 BARTH,PAUL 7 TAYLOR LANE LEXINGTO MA 02173 475,000.00 475,000.00 7.500 N 63.76
101303141 SANDS,WILLIAM 2680 OAKCREST L LOS OLIV CA 43441 581,000.00 581,000.00 7.500 N 70.00
101303150 SHUCART,WILLIAM 196 GARNET HILL SUNAPEE NH 03782 375,000.00 373,769.14 7.250 N 75.00
101303151 TRANBAUGH,ROBER 1105 PARK AVE U NEW YORK NY 10128 405,000.00 307,419.65 7.500 N 35.22
101303152 TRANBAUGH,ROBER 1105 PARK AVE U NEW YORK NY 10128 400,000.00 400,000.00 7.500 N 34.78
101303168 WHITE,STEPHEN 12002 BENMOORE LOS ANGE CA 90049 1,000,000.00 1,000,000.00 7.500 N 60.61
101303174 WHEELER,EARL 13 DELTA LANE HILTON H SC 29928 400,000.00 399,996.38 7.500 N 45.45
101303177 WENGER,ROBERT 7601 EXETER ROA BETHESDA MD 20814 910,000.00 489,447.92 7.250 N 70.00
101303185 JONES,DAVID 7680 KINCHELOE CLIFTON VA 22024 350,000.00 350,000.00 7.375 N 53.03
101303196 DEUTSCH,MURRAY 188 NORTH SHORE WARREN CT 06754 600,000.00 600,000.00 7.375 N 68.57
101303198 MOSES,ALFRED PLEASANT LAKE OTISFIEL ME 04270 500,000.00 274,932.82 7.250 N 72.46
101303204 VERRUE,RANDALL 29 UPPER ROAD ROSS CA 94957 600,000.00 600,000.00 7.375 N 30.77
101303206 CARR,HOWELL 45 POPES LANE/1 HINGHAM MA 02043 427,000.00 300,000.00 7.500 N 70.00
101303213 GALIN,SCOTT 60 HICKORY DRIV EAST HIL NY 11576 420,000.00 420,000.00 7.500 N 80.00
101303232 CARR,MICHAEL 1088 PARK AVE U NEW YORK NY 10128 530,000.00 530,000.00 7.375 N 40.00
101303233 CARR,MICHAEL 1088 PARK AVE A NEW YORK NY 10128 397,500.00 397,500.00 7.375 N 30.00
101303260 MORTIMER,DAVID 755 PARK AVE UN NEW YORK NY 10021 600,000.00 600,000.00 7.125 N 53.33
101303264 MCLEAN,DAVID 63 DOUBLET HILL WESTON MA 02193 400,000.00 400,000.00 7.375 N 43.96
101303272 LIEBERMAN,HAL 610 WEST END AV NEW YORK NY 10024 478,000.00 478,000.00 7.375 N 60.89
101303276 MEER,GEORGE 5610 WISCONSIN CHEVY CH MD 20815 452,000.00 452,000.00 7.500 N 75.02
101303282 JOHNSON,WAYNE 62 MONTVALE RD WESTON MA 02193 389,175.00 389,175.00 7.500 N 75.00
(TABLE CONT.)
Std
Loan Property Coop Loan Int Blkt Orig Per Life Max Rem
Number LTV Type Type Purp Only Loan Term Cap Cap Rate Margin Term
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101302825 77.92 SF Detache n/a Purc Yes No 360 2.000 8.125 13.500 2.750 328
101302828 60.00 SF Detache n/a Cash Yes No 360 2.000 8.000 13.375 2.750 328
101302832 70.00 SF Detache n/a Purc Yes No 360 2.000 8.500 13.375 2.750 328
101302860 70.71 Condo < 5 n/a Purc Yes No 360 2.000 8.625 13.500 2.750 329
101302864 61.22 SF Detache n/a Cash Yes No 360 2.000 8.625 13.500 2.750 329
101302878 70.00 SF Detache n/a Purc Yes No 360 2.000 8.375 13.250 2.750 329
101302906 75.00 SF Detache n/a Cash Yes No 360 2.000 8.625 13.500 2.750 329
101302914 74.47 SF Detache n/a Cash Yes No 360 2.000 8.125 13.500 2.750 329
101302934 40.00 SF Detache n/a Cash Yes No 360 2.000 ***** 14.875 2.750 329
101302943 75.00 SF Detache n/a Refi Yes No 360 2.000 8.000 13.375 2.750 329
101302954 73.45 SF Detache n/a Cash Yes No 360 2.000 8.625 14.000 2.750 330
101302980 34.78 SF Detache n/a Cash Yes No 360 2.000 8.125 13.500 2.750 330
101303004 70.13 SF Detache n/a Refi Yes No 360 2.000 7.875 13.375 2.750 330
101303038 51.72 SF Detache n/a Refi Yes No 360 2.000 7.875 13.250 2.750 330
101303054 70.97 SF Detache n/a Cash Yes No 360 2.000 8.500 13.375 2.750 330
101303056 70.68 SF Detache n/a Refi Yes No 360 2.000 8.500 13.375 2.750 330
101303057 66.67 SF Detache n/a Purc Yes No 360 2.000 9.625 13.500 2.750 330
101303068 65.79 SF Detache n/a Refi Yes No 360 2.000 8.000 13.500 2.750 330
101303081 73.79 SF Detache n/a Cash Yes Yes 360 2.000 8.000 13.500 2.750 330
101303099 64.76 SF Detache n/a Refi Yes No 360 2.000 8.125 13.500 2.750 330
101303115 80.00 SF Detache n/a Refi Yes No 360 2.000 8.500 13.375 2.750 330
101303122 55.80 SF Detache n/a Cash Yes No 180 2.000 8.500 13.375 2.750 150
101303136 68.75 SF Detache n/a Refi Yes No 360 2.000 8.625 13.500 2.750 331
101303138 63.76 SF Detache n/a Cash Yes No 360 2.000 8.125 13.500 2.750 331
101303141 70.00 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 330
101303150 75.00 SF Detache n/a Purc Yes No 360 2.000 7.750 13.250 2.750 331
101303151 35.22 Coop Unrecogn Purc Yes No 360 2.000 8.625 13.500 2.750 331
101303152 34.78 Coop Recogniz Purc Yes No 360 2.000 8.625 13.500 2.750 331
101303168 60.61 SF Detache n/a Refi Yes No 360 2.000 8.125 13.500 2.750 331
101303174 45.45 PUD n/a Purc Yes No 360 2.000 8.625 13.500 2.750 331
101303177 100.00 SF Detache n/a Purc Yes No 360 2.000 8.375 13.250 2.750 331
101303185 53.03 SF Detache n/a Cash Yes No 360 2.000 8.000 13.375 2.750 331
101303196 68.57 SF Detache n/a Cash Yes No 360 2.000 8.500 13.375 2.750 331
101303198 72.46 SF Detache n/a Refi Yes No 360 2.000 7.875 13.250 2.750 331
101303204 30.77 SF Detache n/a Refi Yes No 360 2.000 8.000 13.375 2.750 331
101303206 70.00 SF Detache n/a Purc Yes No 360 2.000 8.000 13.500 2.750 331
101303213 80.00 SF Detache n/a Refi Yes No 360 2.000 8.125 13.500 2.750 331
101303232 40.00 Coop Recogniz Purc Yes No 360 2.000 8.500 13.375 2.750 331
101303233 30.00 Coop Unrecogn Purc Yes No 360 2.000 8.500 13.375 2.750 331
101303260 53.33 Coop All Cash Purc Yes No 360 2.000 8.250 13.125 2.750 331
101303264 43.96 SF Detache n/a Refi Yes No 360 2.000 7.875 13.375 2.750 331
101303272 60.89 Coop Recogniz Refi Yes No 360 2.000 7.875 13.375 2.750 331
101303276 75.02 Condo < 5 n/a Purc Yes No 360 2.000 8.625 13.500 2.750 331
101303282 75.00 SF Detache n/a Purc Yes No 360 2.000 8.000 13.500 2.750 331
</TABLE>
<TABLE>
<CAPTION>
Loan Original Current Add'l
Number NAME Address City St Zip Balance Balance Rate Cltrl LTC
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101303290 GROSS,RICHARD 4821 32ND ST NW WASHINGT DC 20008 470,000.00 470,000.00 7.500 N 69.63
101303294 ELLIOTT,RICHARD 23 HARBOR ISLAN NEWPORT CA 92660 2,000,000.00 1,000,000.00 7.500 N 57.14
101303302 SCHULZE,GERALD 32 STONYBROOK R WESTPORT CT 06880 535,000.00 434,250.00 7.375 N 69.66
101303307 WILHITE,CLAYTON 494 CANOE HILL NEW CANA CT 06840 700,000.00 700,000.00 7.250 N 58.33
101303313 LINELL,VICTOR 15 SHORE DRIVE GREAT NE NY 11024 1,100,000.00 622,650.53 7.500 N 61.11
101303315 MCGUIRE,LAWRENC 4 PRESTON COURT SWAMPSCO MA 01907 525,000.00 525,000.00 7.375 N 75.00
101303316 STIER,MICHAEL 31 COGSWELL LAN STAMFORD CT 06902 440,000.00 440,000.00 7.500 N 79.78
101303328 DAVIS,CHRISTOPH 6 PATRIDGEBERRY HAMILTON MA 01982 400,000.00 372,405.79 7.500 N 80.00
101303340 PARMLEY,BRUCE 6021 WOODLAND T MCLEAN VA 22101 420,000.00 409,903.52 7.375 N 75.00
101303346 CASH,JAMES 11717 SPLIT TRE POTOMAC MD 20854 386,000.00 386,000.00 7.375 N 62.26
101303349 OHAUS,WILLIAM LEE S HILL RD/L HARDING NJ 07976 1,000,000.00 1,000,000.00 7.500 N 38.46
101303365 SHAFER,G. 10720 PRESTON W POWELL OH 43065 602,500.00 438,524.04 7.500 N 75.00
101303366 MALONEY,CHRISTO 39 MEADOW ROAD BEDFORD NH 03110 393,750.00 393,750.00 7.375 N 75.00
101303377 RYAN,TIMOTHY 4 EAGLE CREEK R BLAINE ID 83340 577,150.00 577,150.00 7.500 N 70.00
101303385 GREENBLATT,IRA 425 EAST 58TH S NEW YORK NY 10022 300,000.00 300,000.00 7.500 N 50.63
101303387 ALPERT,NORMAN 17 LINDEN DRIVE PURCHASE NY 10577 1,380,000.00 1,100,000.00 7.125 N 60.00
101303388 GREENBLATT,IRA 425 EAST 58TH S NEW YORK NY 10022 50,000.00 50,000.00 7.500 N 8.45
101303389 RYAN,TIMOTHY 9 HUNTINGTON CO NEWPORT CA 92660 770,000.00 770,000.00 7.500 N 70.00
101303404 JOSHUA A ZIMMAN 33 COMMONWEALTH BOSTON MA 02116 464,000.00 463,994.29 8.000 N 76.69
101303429 RUPLEY,THEODORE 9 WINGATE LANE ACTON MA 01720 452,250.00 452,250.00 8.875 N 75.00
101303479 STEWARD,DAVID 1488 RUTHERFORD PASADENA CA 91103 600,000.00 599,312.50 7.500 N 68.57
101303507 LEVINE,I. MAIN ST NORWICH VT 05055 337,500.00 337,183.59 7.375 N 75.00
101303509 COLEMAN, JR.,C. 55 VALENTINE L OLD BROO NY 11545 375,000.00 374,685.81 7.500 N 43.60
101303523 RIGGIO,JOSEPH 11 TOLUCA ESTAT LOS ANGE CA 91602 512,000.00 512,000.00 7.875 N 48.30
101303535 CHAPEL,HAL 14 WHITE OAK DR SUDBURY MA 01776 420,000.00 420,000.00 7.500 N 75.00
101303541 ROSENFELD,JAMES 109 PINCKNEY ST BOSTON MA 02114 600,000.00 175,699.01 7.375 N 77.42
101303544 THOMPSON,WILLIA 2431 RIVIERA DR LAGUNA B CA 92651 1,000,000.00 500,000.00 7.250 N 19.23
101303546 LASKY,ROBERT 8543 OLD DOMINI MCLEAN VA 22102 644,000.00 644,000.00 7.500 N 70.00
101303560 FORSTER,PETER 27 MECHANIC STR ROCKPORT ME 04856 784,000.00 784,000.00 7.375 N 70.00
101303561 LASKY,ROBERT 1409 28TH ST N WASHINGT DC 20007 500,000.00 500,000.00 7.500 N 80.00
101303570 BERNARD,ROBERT 93 OLD CHURCH R GREENWIC CT 06830 1,100,000.00 1,100,000.00 7.375 N 73.33
101303577 BITTNER,RONALD 7 HIDDEN BRIDGE PITTSFOR NY 14534 250,000.00 250,000.00 7.500 N 51.55
101303584 PALMER,GERALD 247 TOWER ROAD LINCOLN MA 01773 365,000.00 365,000.00 7.500 N 67.59
101303588 REA,MICHAEL 53 WEST CHURCH WASHINGT CT 06794 500,000.00 500,000.00 7.500 N 38.46
101303593 CONATY,WILLIAM 111 GOLDEN POND FAIRFIEL CT 06430 1,000,000.00 799,450.00 7.500 N 58.82
101303594 GOGGANS,MILTON 181 JERICHO VAL WRIGHTST PA 18940 300,000.00 288,830.48 7.500 N 60.00
101303599 PAUL,ROBERT 1316 SUNNY SIDE MCLEAN VA 22102 691,250.00 511,000.00 7.500 N 54.43
101303602 HORNBECK,ROBERT 2421 CARAVEL LA KNOXVILL TN 37922 382,500.00 382,500.00 7.500 N 75.00
101303619 ROGOWSKY,STEPHE 85 CATHERINE RO SCARSDAL NY 10584 500,000.00 500,000.00 7.500 N 67.48
101303630 SCHWARTZ,GERALD 164 EAST 72ND S NEW YORK NY 10021 161,000.00 161,000.00 7.375 N 35.78
101303632 SCHWARTZ,GERALD 164 EAST 72ND S NEW YORK NY 10021 176,500.00 111,499.97 7.375 N 39.22
101303641 DOOCHIN,MICHAEL 5870 FREDRICKSB NASHVILL TN 37215 350,000.00 350,000.00 7.375 N 60.87
101303643 CHILDS, JR.,RIC 807 EAST STREET GOSHEN CT 06756 475,000.00 475,000.00 7.500 Y 75.00
101303655 HOKE, JR.,G. 2000 WEST RIVER JACKSON WY 83001 1,100,000.00 1,100,000.00 7.500 N 48.89
(TABLE CONT.)
Std
Loan Property Coop Loan Int Blkt Orig Per Life Max Rem
Number LTV Type Type Purp Only Loan Term Cap Cap Rate Margin Term
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101303290 69.63 SF Detache n/a Refi Yes No 360 2.000 8.000 13.500 2.750 331
101303294 57.14 SF Detache n/a Cash Yes No 360 2.000 8.000 13.500 2.750 331
101303302 69.66 SF Detache n/a Purc Yes No 360 2.000 8.500 13.375 2.750 331
101303307 58.33 SF Detache n/a Refi Yes No 360 2.000 8.375 13.250 2.750 331
101303313 61.11 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 331
101303315 75.00 Condo < 5 n/a Refi Yes No 360 2.000 7.875 13.375 2.750 332
101303316 79.78 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 331
101303328 80.00 SF Detache n/a Purc Yes No 360 2.000 8.000 13.500 2.750 331
101303340 75.00 SF Detache n/a Refi Yes No 360 2.000 8.500 13.375 2.750 331
101303346 62.26 SF Detache n/a Refi Yes No 360 2.000 7.875 13.375 2.750 331
101303349 38.46 SF Detache n/a Cash Yes Yes 360 2.000 8.000 13.500 2.750 332
101303365 100.08 SF Detache n/a Purc Yes No 360 2.000 ***** 13.500 2.750 332
101303366 75.00 SF Detache n/a Refi Yes No 360 2.000 8.500 13.375 2.750 332
101303377 70.00 SF Detache n/a Cash Yes No 360 2.000 7.750 13.500 2.750 332
101303385 50.63 Coop Recogniz Purc Yes No 360 2.000 8.625 13.500 2.750 332
101303387 60.00 SF Detache n/a Purc Yes No 360 2.000 7.875 12.750 2.750 333
101303388 8.45 Coop Unrecogn Purc Yes No 360 2.000 8.625 13.500 2.750 332
101303389 70.00 SF Detache n/a Refi Yes No 360 2.000 7.750 13.500 2.750 332
101303404 76.69 Condo < 5 n/a Purc Yes No 360 2.000 8.500 14.000 2.750 332
101303429 75.00 SF Detache n/a Refi Yes No 360 2.000 9.375 14.875 2.750 332
101303479 68.57 SF Detache n/a Refi Yes No 360 2.000 8.000 13.500 2.750 332
101303507 75.00 SF Detache n/a Cash Yes No 360 2.000 7.875 13.375 2.750 333
101303509 43.60 SF Detache n/a Cash Yes No 360 2.000 8.000 13.500 2.750 333
101303523 48.30 SF Detache n/a Cash Yes No 360 2.000 8.375 13.875 2.750 333
101303535 75.00 SF Detache n/a Purc Yes No 360 2.000 8.000 13.500 2.750 333
101303541 77.42 SF Detache n/a Purc Yes No 360 2.000 7.875 13.375 2.750 333
101303544 19.23 SF Detache n/a Purc Yes No 360 2.000 7.750 13.250 2.750 333
101303546 70.00 SF Detache n/a Cash Yes No 360 2.000 8.625 13.500 2.750 333
101303560 70.00 SF Detache n/a Cash Yes No 360 2.000 7.875 13.375 2.750 333
101303561 80.00 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 333
101303570 73.33 SF Detache n/a Purc Yes No 360 2.000 8.500 13.375 2.750 333
101303577 51.55 SF Detache n/a Cash Yes No 360 2.000 8.000 13.500 2.750 333
101303584 67.59 SF Detache n/a Refi Yes No 360 2.000 8.000 13.500 2.750 333
101303588 38.46 SF Detache n/a Cash Yes No 360 2.000 8.000 13.500 2.750 333
101303593 58.82 SF Detache n/a Purc Yes No 360 2.000 ***** 13.500 2.750 333
101303594 60.00 SF Detache n/a Refi Yes No 360 2.000 ***** 13.500 2.750 333
101303599 54.43 SF Detache n/a Purc Yes Yes 360 2.000 8.625 13.500 2.750 333
101303602 75.00 SF Detache n/a Cash Yes No 360 2.000 8.000 13.500 2.750 333
101303619 67.48 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 334
101303630 35.78 Coop Recogniz Purc Yes No 360 2.000 8.500 13.375 2.750 334
101303632 39.22 Coop Unrecogn Purc Yes No 360 2.000 8.500 13.375 2.750 334
101303641 60.87 SF Detache n/a Cash Yes No 360 2.000 8.500 13.375 2.750 334
101303643 100.00 SF Detache n/a Cash Yes No 360 2.000 8.000 13.500 2.750 334
101303655 48.89 SF Detache n/a Cash Yes No 360 2.000 8.125 13.500 2.750 334
</TABLE>
<TABLE>
<CAPTION>
Loan Original Current Add'l
Number NAME Address City St Zip Balance Balance Rate Cltrl LTC
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101303660 LOWELL A GORDON 865 LAKESHORE B INCLINE NV 89550 1,500,000.00 1,000,000.00 8.000 N 48.39
101303663 WEISS,ROBERT 18 LOCUST ROAD GREENWIC CT 06831 857,500.00 855,125.76 7.500 N 70.00
101303669 SHREWSBURY II,L 507 OAKSHIRE PL ALAMO CA 94507 360,000.00 359,999.99 8.500 N 47.43
101303691 KNIGHT,JAMES 44 SAQUATUCKET HARWICH MA 02646 420,000.00 409,328.76 8.250 N 73.04
101303710 JOHNSON,T. 415 NASHAWTUC R CONCORD MA 01742 700,000.00 700,000.00 7.500 N 50.00
101303712 NELSON,JONATHAN 25 WINDABOUT DR GREENWIC CT 06831 1,000,000.00 793,548.43 7.500 N 57.64
101303729 POPOFSKY,M. 1940 BROADWAY U SAN FRAN CA 94109 580,000.00 477,395.76 7.375 N 50.43
101303738 ZEIDERMAN,LLOYD 188 AVERY ROAD GARRISON NY 10524 500,000.00 486,649.24 7.625 N 71.43
101303746 SANSONE,JANET 29 WHITESTONE L PITTSFOR NY 14534 320,000.00 319,999.98 7.500 N 74.42
101303759 DOUGLASS,MARK 221 EVERGREEN D KENTFIEL CA 94904 584,500.00 583,008.31 8.500 N 70.00
101303761 SHELDON, JR.,HA 121 MATTISON DR CONCORD MA 01742 550,000.00 550,000.00 7.500 N 47.83
101303765 ANDERSON,DANA 2277 WORTHING L LOS ANGE CA 90077 1,000,000.00 1,000,000.00 7.500 N 57.14
101303767 SULCER,FREDERIC 350 WEST 50TH S NEW YORK NY 10019 360,000.00 357,825.00 8.250 N 80.00
101303777 DUNN,RICHARD 27 RIVER RD WESTON CT 06883 600,000.00 499,872.92 8.250 N 61.86
101303780 BROPHY,THEODORE 18 WYNNWOOD RD GREENWIC CT 06830 1,100,000.00 549,999.97 7.250 N 71.00
101303783 GOODMAN,RICHARD 18 CYPRESS POIN NEWPORT CA 92660 750,000.00 748,988.45 7.500 N 71.43
101303790 ACKERMAN,DONALD 1 MAYFAIR CIRCL PURCHASE NY 10577 1,000,000.00 1,000,000.00 8.000 N 72.20
101303808 WILLIAMSON, III 416 COLUMBINE S DENVER CO 80206 450,000.00 449,775.00 8.000 N 80.36
101303832 BOTTCHER,STEVEN 105 CLEARVIEW L NEW CANA CT 06840 682,000.00 682,000.00 7.500 N 45.77
101303846 SHEMA JR.,THEO 8911 BRINK RD GAITHERS MD 20882 420,000.00 383,178.37 7.625 N 79.25
101303862 PEURA,TONI 12 MARLBOROUGH BOSTON MA 02116 375,000.00 374,998.00 7.250 N 53.57
101303876 GOGOLAK,VICTOR 934 DOUGLASS DR MCLEAN VA 22101 1,000,000.00 999,893.00 7.250 N 74.07
101303902 SEIDMAN,HERTA 300 CENTRAL PK NEW YORK NY 10024 1,050,000.00 1,049,234.38 7.875 N 55.26
101303913 PESTORIUS,FREDE 3496-P SANDY BE CANANDAI NY 14424 310,000.00 259,900.00 7.375 N 72.94
101303930 BRUDOS,ALAN 70 SHEARER DRIV ATHERTON CA 94027 900,000.00 549,187.78 7.375 N 72.00
101303936 WEARY,THOMAS 10 ALLYSSA CIRC MALVERN PA 19355 400,000.00 400,000.00 7.250 N 62.17
101303938 KURZMAN,JAYNE 1060 FIFTH AVEN NEW YORK NY 10128 375,000.00 375,000.00 7.500 N 32.61
101303939 SANFORD,WILLIAM 112 RIDING TRAI PITTSBUR PA 15215 375,000.00 374,882.81 7.625 N 79.79
101303943 PETOK,SETH 5 DORCHESTER LA RIVERSID CT 06878 350,000.00 318,937.88 7.250 N 72.16
101303946 POWELL,IVY 1755 MCLAIN FLA ASPEN CO 81611 1,100,000.00 1,100,000.00 7.250 N 73.33
101303970 MORGAN,THOMAS 2108 E OCEANFRO BALBOA CA 92660 580,000.00 579,999.33 7.250 N 48.33
101303984 BARSTOW,BRUCE 1 LOG LANDING R SAVANNAH GA 31411 280,000.00 279,591.67 7.250 N 66.67
101303994 WOLKOWICZ,JOHN 90 COMMONWEALTH BOSTON MA 02116 400,000.00 199,362.10 7.500 N 80.00
101304002 LEVY,JAMES 245 PARK LANE ATHERTON CA 94027 667,000.00 665,607.20 7.250 N 50.34
101304003 THOMPSON,RICHAR 421 CENTENNIAL PARK CIT UT 84060 1,031,250.00 993,667.60 7.875 N 71.12
101304008 BUNCH,DONALD 16 SANDALFOOT C POTOMAC MD 20854 562,400.00 562,400.00 7.500 N 80.00
101304025 FOLAND,LEONARD ONE EVAN WAY BALTIMOR MD 21208 682,000.00 681,949.28 7.375 N 68.20
101304060 ASLANIDES,PETER ONE FIFTH AVE A NEW YORK NY 10003 211,250.00 166,058.00 7.500 N 65.00
101304062 DORIA,JOYCE 6120 SHADY OAK BETHESDA MD 20817 366,000.00 355,554.74 7.500 N 64.44
101304067 JONES III,BARCL 7 CHERRYWOOD LA GLEN COV NY 11542 770,000.00 769,909.38 7.500 N 73.33
101304082 MCINTYRE,DAVID 1555 NORTH PRAT JACKSON WY 83001 1,230,000.00 1,228,903.17 7.500 N 60.00
101304083 SWEDER,KENNETH 8 JEAN ROAD LEXINGTO MA 02173 375,000.00 375,000.00 7.375 N 75.00
101304087 HABER,JEFFREY 1165 PARK AVE A NEW YORK NY 10128 318,400.00 318,400.00 7.375 N 26.53
101304088 HABER,JEFFREY 1165 PARK AVE A NEW YORK NY 10128 328,350.00 328,350.00 7.375 N 27.36
(TABLE CONT.)
Std
Loan Property Coop Loan Int Blkt Orig Per Life Max Rem
Number LTV Type Type Purp Only Loan Term Cap Cap Rate Margin Term
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101303660 48.39 SF Detache n/a Refi Yes No 360 2.000 8.500 14.000 2.750 334
101303663 70.00 SF Detache n/a Refi Yes No 360 2.000 8.625 13.500 2.750 334
101303669 47.43 SF Detache n/a Purc Yes No 360 2.000 9.625 14.500 2.750 334
101303691 73.04 SF Detache n/a Refi Yes No 360 2.000 9.375 14.250 2.750 334
101303710 50.00 SF Detache n/a Purc Yes No 360 2.000 8.000 13.500 2.750 334
101303712 57.64 SF Detache n/a Cash Yes No 360 2.000 8.625 13.500 2.750 334
101303729 50.43 Coop Recogniz Refi Yes No 360 2.000 7.750 13.375 2.750 334
101303738 71.43 SF Detache n/a Purc No No 360 2.000 8.500 13.625 2.750 334
101303746 74.42 SF Detache n/a Purc Yes No 360 2.000 ***** 13.500 2.750 334
101303759 70.00 SF Detache n/a Purc Yes No 360 2.000 9.000 14.500 2.750 334
101303761 47.83 SF Detache n/a Refi Yes No 360 2.000 8.000 13.500 2.750 335
101303765 57.14 SF Detache n/a Refi Yes No 360 2.000 8.000 13.500 2.750 335
101303767 80.00 Condo < 5 n/a Refi Yes No 360 2.000 9.375 14.250 2.750 335
101303777 61.86 SF Detache n/a Purc Yes No 360 2.000 8.750 14.250 2.750 335
101303780 85.84 SF Detache n/a Purc Yes No 360 2.000 7.750 13.250 2.750 335
101303783 71.43 PUD n/a Purc Yes No 360 2.000 8.625 13.500 2.750 335
101303790 72.20 SF Detache n/a Purc Yes No 360 2.000 9.125 14.000 2.750 335
101303808 80.36 Condo < 5 n/a Cash Yes No 360 2.000 8.125 14.000 2.750 335
101303832 45.77 SF Detache n/a Refi Yes No 360 2.000 8.000 13.500 2.750 335
101303846 79.25 SF Detache n/a Refi Yes No 360 2.000 8.125 13.625 2.750 335
101303862 53.57 Condo < 5 n/a Purc Yes No 360 2.000 7.750 13.250 2.750 335
101303876 74.07 SF Detache n/a Cash Yes No 360 2.000 7.750 13.250 2.750 336
101303902 55.26 Coop Recogniz Cash Yes Yes 360 2.000 8.125 13.875 2.750 336
101303913 72.94 SF Detache n/a Refi Yes No 360 2.000 7.875 13.375 2.750 336
101303930 72.00 SF Detache n/a Cash Yes No 360 2.000 7.625 13.375 2.750 336
101303936 62.17 SF Detache n/a Purc Yes No 360 2.000 7.750 13.250 2.750 336
101303938 32.61 Coop Recogniz Cash Yes No 360 2.000 8.625 13.500 2.750 336
101303939 79.79 SF Detache n/a Cash Yes No 360 2.000 9.125 13.625 2.750 336
101303943 72.16 SF Detache n/a Cash Yes No 360 2.000 7.750 13.250 2.750 336
101303946 73.33 SF Detache n/a Cash Yes No 360 2.000 8.375 13.250 2.750 336
101303970 48.33 SF Detache n/a Purc Yes No 360 2.000 8.750 13.250 2.750 336
101303984 66.67 SF Detache n/a Refi Yes No 360 2.000 7.750 13.250 2.750 336
101303994 80.00 Condo < 5 n/a Purc Yes No 360 2.000 8.000 13.500 2.750 336
101304002 50.34 SF Detache n/a Refi Yes No 360 2.000 7.500 13.250 2.750 336
101304003 71.12 SF Detache n/a Purc Yes No 360 2.000 9.375 13.875 2.750 336
101304008 80.00 SF Detache n/a Purc Yes No 360 2.000 9.000 13.500 2.750 337
101304025 68.20 SF Detache n/a Refi Yes No 360 2.000 7.875 13.375 2.750 337
101304060 65.00 Coop Recogniz Cash Yes No 360 2.000 7.750 13.500 2.750 337
101304062 64.44 SF Detache n/a Refi Yes No 360 2.000 8.000 13.500 2.750 337
101304067 73.33 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 337
101304082 60.00 SF Detache n/a Cash Yes No 360 2.000 7.625 13.500 2.750 337
101304083 75.00 SF Detache n/a Cash Yes No 360 2.000 8.875 13.375 2.750 337
101304087 26.53 Coop Unrecogn Refi Yes No 360 2.000 8.500 13.375 2.750 337
101304088 27.36 Coop Recogniz Refi Yes No 360 2.000 8.500 13.375 2.750 337
</TABLE>
<TABLE>
<CAPTION>
Loan Original Current Add'l
Number NAME Address City St Zip Balance Balance Rate Cltrl LTC
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101304152 WILLIAMS, JR.,W IDYLL RIDGE HARPERS WV 25425 1,000,000.00 1,000,000.00 7.500 N 62.50
101304158 WILLIAMS, JR.,W 1701 POPLAR LAN WASHINGT DC 20012 432,000.00 432,000.00 7.500 N 80.00
101304159 MAZESKI, JR,EDW 6265 MARINER SA STUART FL 34997 316,000.00 316,000.00 7.250 N 80.00
101304163 SHIFRIN,GEORGE LOT 4 OWL CREEK ASPEN CO 81611 1,500,000.00 1,500,000.00 7.500 N 37.50
101304172 FALCK,BRIAN 14 GREEN BRIER MCCANDLE PA 15101 386,000.00 386,000.00 7.250 N 65.98
101304186 COWAN,MARK 1287 BALLANTRAE MCLEAN VA 22101 1,160,000.00 1,159,974.84 7.500 N 72.50
101304199 COWAN,MARK 5009 SOUTH VIRG NAGS HEA NC 27959 468,750.00 468,678.97 7.500 N 75.00
101304200 SCHWARTZAPFEL,S 425 EAST 58TH S NEW YORK NY 10022 135,000.00 135,000.00 7.500 N 21.09
101304202 SCHWARTZAPFEL,S 425 EAST 58TH S NEW YORK NY 10022 300,000.00 300,000.00 7.500 N 46.88
101304214 MCINTYRE,DAVID 5220 WEST 2ND S LOS ANGE CA 90004 1,669,000.00 1,668,539.30 7.500 N 59.61
101304222 SEGALAS,DONNELL VILLAGE ROAD NEW VERN NJ 07976 650,000.00 646,646.06 7.250 N 77.84
101304253 KAYTES,DAVID 7 SUNSWYCK ROAD DARIEN CT 06820 800,000.00 799,316.73 7.500 N 76.19
101304290 KANTER,BRUCE 20601 OAKSBORO WOODLAND CA 91364 787,500.00 787,500.00 7.250 N 75.00
101304293 JOHNSON,LAWRENC 3-6-4-01 PUUKAP KAMUELA HI 96743 900,000.00 900,000.00 7.500 Y 61.67
101304296 JONES,ALTON 5 GOLF LANE MENDHAM NJ 07945 851,250.00 851,250.00 7.500 N 75.00
101304301 GROSS,RICHARD 889 HARVESTER W OAK BLUF MA 02557 330,000.00 330,000.00 7.500 N 75.86
101304310 MARTIN,JOHN 10240 MOORPARK TOLUCA L CA 91602 1,100,000.00 798,620.75 7.500 Y 75.00
101304340 STERN,MARC 10247 CENTURY W LOS ANGE CA 90067 1,260,000.00 1,260,000.00 7.375 N 68.11
101304357 RUBIN,HOWARD SOUTH SA NY 10590 900,000.00 900,000.00 7.500 N 75.00
101304363 RUBIN,HOWARD 5 WINTERBOTTOM POUND RI NY 10576 825,000.00 825,000.00 7.500 N 75.00
101304381 LANGDON,RANDAL 9 BENEDEK ROAD LAWRENCE NJ 08540 660,000.00 660,000.00 7.500 N 80.00
101304385 BITTNER,RONALD 5211 COY ROAD CANANDAI NY 14424 250,000.00 250,000.00 7.500 N 72.46
101304394 POLLAK,EDWARD 1920 LONG RIDGE STAMFORD CT 06903 356,000.00 154,810.79 7.500 N 40.23
101304412 SILVERMAN,HARRY 3080 MIRO DRIVE PALM BEA FL 33410 1,040,000.00 900,000.00 7.500 N 83.20
131300689 PUORRO,DENNIS 449 PARKER AVEN SAN FRAN CA 94118 680,000.00 679,190.50 7.500 N 80.00
131300801 DEAN,NORMAN 488 SAN ANDREAS NOVATO CA 94945 1,000,000.00 800,000.00 7.250 N 68.97
131300811 EVANS,PETER 5530 MORAGA AVE OAKLAND CA 94601 1,100,000.00 1,100,000.00 7.500 N 72.13
131300850 TIETJEN,JAMES 39-2 DUTCH HILL SKYTOP PA 18357 400,000.00 384,477.73 7.500 N 71.43
131301087 FITZ,ALEXANDER 1351 SHERMAN AV MENLO PA CA 94025 500,000.00 495,925.60 7.500 N 74.07
131301228 ERDMAN,KEITH 1170 BARROILHET HILLSBOR CA 94010 500,000.00 500,000.00 7.500 N 37.04
131301375 NELSON,SAMUEL 384 GREENBRIER HALF MOO CA 94019 307,500.00 307,487.05 7.500 N 75.00
131301407 KLAUS,ROBERT 425 OAKSHIRE PL ALAMO CA 94507 500,000.00 490,000.00 7.250 N 66.23
131301430 CLIFFORD, III,H 2847 D ST EXTEN PETALUMA CA 94953 805,000.00 740,416.43 7.250 N 70.00
131301556 ZUCHERMAN,GERAL 2552 E ALAMEDA DENVER CO 80209 280,000.00 279,999.40 7.500 N 80.00
131301573 GANZ,CLAUDE 7930 SONOMA MOU GLEN ELL CA 95442 500,000.00 400,000.00 8.250 N 56.18
131302275 AVIS,GREGORY 1545 WAVERLY ST PALO ALT CA 94301 850,000.00 849,992.86 7.250 N 67.62
132301122 MADSEN, JR.,RAY 10581 MORADA DR ORANGE CA 92669 490,000.00 490,000.00 7.500 N 36.03
133301439 HODSON,THOMAS 381 RIDGE RD UN SNOWMASS CO 81615 600,000.00 574,903.34 7.250 N 69.77
134300692 RUSSELL, JR.,JO HIGH HAITH ROAD CENTER H NH 03226 600,000.00 600,000.00 7.375 N 66.67
134300822 LESAVOY,NINA 840 PARK AVENUE NEW YORK NY 10021 495,000.00 475,924.71 7.375 N 65.13
134300878 WADDINGTON,PHIL BAILEY'S MILL R NEW VERN NJ 07976 860,000.00 725,026.67 7.500 N 64.91
134301118 LEHMAN,JOHN WILLOW FARM UPPER MA PA 18940 840,000.00 818,629.30 7.375 N 77.78
134301119 WANSHEL,MARC 20 WEST 64TH ST NEW YORK NY 10023 360,000.00 344,130.46 7.375 N 80.00
134301132 BERSON,BERNARD 3 STERLINGTON R STERLING NY 10974 750,000.00 619,187.72 7.500 N 57.69
(TABLE CONT.)
Std
Loan Property Coop Loan Int Blkt Orig Per Life Max Rem
Number LTV Type Type Purp Only Loan Term Cap Cap Rate Margin Term
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
101304152 62.50 SF Detache n/a Cash Yes No 360 2.000 9.000 13.500 2.750 337
101304158 80.00 SF Detache n/a Cash Yes No 360 2.000 9.000 13.500 2.750 337
101304159 80.00 SF Detache n/a Purc Yes No 360 2.000 7.500 13.250 2.750 337
101304163 37.50 SF Detache n/a Refi Yes No 360 2.000 8.625 13.500 2.750 337
101304172 65.98 SF Detache n/a Refi Yes No 360 2.000 7.750 13.250 2.750 337
101304186 72.50 SF Detache n/a Refi Yes No 360 2.000 8.750 13.500 2.750 337
101304199 75.00 PUD n/a Refi Yes No 360 2.000 8.625 13.500 2.750 338
101304200 21.09 Coop Unrecogn Refi Yes No 360 2.000 8.625 13.500 2.750 338
101304202 46.88 Coop Recogniz Refi Yes No 360 2.000 8.625 13.500 2.750 338
101304214 59.61 SF Detache n/a Cash Yes No 360 2.000 7.625 13.500 2.750 338
101304222 77.84 SF Detache n/a Purc Yes No 360 2.000 8.750 13.250 2.750 338
101304253 76.19 SF Detache n/a Refi Yes No 360 2.000 7.750 13.500 2.750 338
101304290 75.00 SF Detache n/a Cash Yes No 360 2.000 7.750 13.250 2.750 338
101304293 80.00 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 339
101304296 75.00 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 339
101304301 75.86 SF Detache n/a Purc Yes No 360 2.000 8.000 13.500 2.750 339
101304310 104.76 SF Detache n/a Cash Yes No 360 2.000 8.625 13.500 2.750 339
101304340 68.11 Condo < 5 n/a Refi Yes No 360 2.000 7.875 13.375 2.750 339
101304357 75.00 SF Detache n/a Purc Yes No 360 2.000 8.625 13.500 2.750 339
101304363 75.00 SF Detache n/a Cash Yes No 360 2.000 8.625 13.500 2.750 339
101304381 80.00 SF Detache n/a Purc Yes No 360 2.000 ***** 13.500 2.750 340
101304385 72.46 SF Detache n/a Purc Yes No 360 2.000 8.000 13.500 2.750 340
101304394 40.23 SF Detache n/a Refi Yes Yes 360 2.000 8.000 13.500 2.750 340
101304412 83.20 SF Detache n/a Cash Yes No 360 2.000 8.000 13.500 2.750 340
131300689 80.00 SF Detache n/a Purc Yes No 360 2.000 7.000 13.500 2.750 314
131300801 68.97 SF Detache n/a Refi Yes Yes 360 2.000 6.750 13.250 2.750 316
131300811 72.13 SF Detache n/a Purc Yes No 360 2.000 7.000 13.500 2.750 316
131300850 71.43 SF Detache n/a Refi No No 360 2.000 7.750 13.500 2.750 317
131301087 74.07 SF Detache n/a Purc Yes No 360 2.000 7.500 13.500 2.750 317
131301228 37.04 SF Detache n/a Refi Yes No 360 2.000 6.875 13.500 2.750 318
131301375 75.00 SF Detache n/a Refi Yes No 360 2.000 6.875 13.500 2.750 319
131301407 66.23 SF Detache n/a Refi Yes No 360 2.000 6.625 13.250 2.750 319
131301430 70.00 SF Detache n/a Cash Yes No 360 2.000 6.750 13.250 2.750 319
131301556 80.00 Condo < 5 n/a Purc Yes No 360 2.000 7.375 13.500 2.750 320
131301573 56.18 SF Detache n/a Cash Yes No 360 2.000 8.125 14.250 2.750 320
131302275 67.62 SF Detache n/a Purc Yes No 360 2.000 8.375 13.250 2.750 325
132301122 36.03 SF Detache n/a Refi Yes No 360 2.000 7.125 13.500 2.750 317
133301439 69.77 Condo < 5 n/a Purc No No 360 2.000 7.750 13.250 2.750 319
134300692 66.67 SF Detache n/a Refi Yes No 360 2.000 7.500 13.375 2.750 314
134300822 65.13 Coop All Cash Purc No No 360 2.000 7.625 13.375 2.750 316
134300878 64.91 SF Detache n/a Refi Yes No 360 2.000 7.250 13.500 2.750 316
134301118 77.78 SF Detache n/a Purc Yes No 360 2.000 6.875 13.375 2.750 318
134301119 80.00 Condo < 5 n/a Purc Yes No 360 2.000 7.875 13.375 2.750 317
134301132 57.69 SF Detache n/a Refi No No 360 2.000 7.000 13.500 2.750 317
</TABLE>
<TABLE>
<CAPTION>
Loan Original Current Add'l
Number NAME Address City St Zip Balance Balance Rate Cltrl LTC
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
134301378 NORTH, JR.,EDGE 273 ELM RD BRIARCLI NY 10510 350,000.00 295,023.09 7.250 N 66.04
134301380 BIANCHI,DAVID 477 W CALIFORNI PASADENA CA 91105 391,000.00 199,750.00 7.500 N 43.44
134301436 GROSS,PHILIP 8 PELLINGTON CT PINE BRO NJ 07058 495,000.00 474,920.72 7.375 N 75.00
134301438 MURPHY,WILLIAM 4 GREAT HILL FA POUND RI NY 10506 875,000.00 875,000.00 7.250 N 71.43
134301466 SEN,BIDYUT 141 E 72ND ST U NEW YORK NY 10021 712,500.00 499,999.22 7.375 N 50.00
134301469 TOMASHOFF,JAMIE 860 PARK AVE UN NEW YORK NY 10021 800,000.00 800,000.00 7.500 N 42.11
134301489 CARISEO,DAVID 121 GERRISH LAN NEW CANA CT 06840 625,000.00 604,493.37 7.500 N 65.62
134301579 BACHMANN,ALEX 1050 PARK AVE U NEW YORK NY 10028 650,000.00 622,651.09 7.250 N 50.00
134301776 WHEELER, JR.,F. 894 SOUTH UNDER SHEFFIEL MA 01257 345,000.00 332,815.51 7.500 N 75.00
134301880 SOLTZ,MARK 680-8 W 246TH S RIVERDAL NY 10471 350,000.00 339,028.73 7.375 N 51.85
134302165 WATTS,THOMAS 655 PARK AVE UN NEW YORK NY 10021 400,000.00 306,918.26 7.375 N 51.61
134302189 BLANKFEIN,LLOYD 115 CENTRAL PAR NEW YORK NY 10023 450,000.00 389,725.38 7.375 N 32.14
134302198 REINHARD,KEITH OCEAN ROAD BRIDGEHA NY 11932 1,000,000.00 1,000,000.00 7.375 N 62.50
134302323 RAYMAR,ROBERT 90 GLEN EAGLES WATCHUNG NJ 07060 350,000.00 338,446.03 7.375 N 58.33
134302340 HARING, JR.,PET 130 E 75TH ST U NEW YORK NY 10021 294,200.00 294,200.00 7.500 N 47.45
Totals: 217,792,600.00 203,889,233.73 7.443 63.96
(TABLE CONT.)
Std
Loan Property Coop Loan Int Blkt Orig Per Life Max Rem
Number LTV Type Type Purp Only Loan Term Cap Cap Rate Margin Term
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
134301378 66.04 SF Detache n/a Purc No No 360 2.000 6.750 13.250 2.750 319
134301380 43.44 SF Detache n/a Refi Yes No 360 2.000 7.125 13.500 2.750 318
134301436 75.00 SF Detache n/a Refi No No 360 2.000 7.875 13.375 2.750 319
134301438 71.43 SF Detache n/a Purc Yes No 360 2.000 7.000 13.250 2.750 319
134301466 50.00 Coop Recogniz Purc Yes No 360 2.000 7.125 13.375 2.750 319
134301469 42.11 Coop All Cash Purc Yes No 360 2.000 7.250 13.500 2.750 319
134301489 65.62 SF Detache n/a Purc Yes No 360 2.000 9.250 13.500 2.750 319
134301579 50.00 Coop Recogniz Purc Yes No 360 2.000 9.625 13.250 2.750 320
134301776 75.00 SF Detache n/a Refi No No 360 2.000 6.625 13.500 2.750 322
134301880 51.85 SF Detache n/a Cash Yes No 360 2.000 7.750 13.375 2.750 323
134302165 51.61 Coop All Cash Purc Yes No 360 2.000 7.500 13.375 2.750 325
134302189 32.14 Coop Recogniz Refi Yes No 360 2.000 8.000 13.375 2.750 325
134302198 62.50 SF Detache n/a Refi Yes No 360 2.000 7.875 13.375 2.750 325
134302323 58.33 SF Detache n/a Cash No No 360 2.000 7.625 13.375 2.750 326
134302340 47.45 Coop Recogniz Cash Yes No 360 2.000 8.625 13.500 2.750 326
Totals: 65.57 358 1.998 7.741 13.430 2.750 335
</TABLE>
