----------------------------------------
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)
November 26, 1996
STRUCTURED ASSET SECURITIES CORPORATION (as depositor under the Trust
Agreement, dated as of November 1, 1996, providing for the issuance of
Structured Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 1996-6)
Structured Asset Securities Corporation
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-99598 74-2440850
---------------------- ----------- ------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
200 Vesey Street
New York, New York 10285
------------------------ -------------------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (212) 526-5594
No Change
--------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
------------
A. The Registrant registered issuances of Structured Asset Securities
Corporation Pass-Through Certificates on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, as amended (the
"Act"), by a Registration Statement on Form S-3 (Registration File No. 33-
99598) (the "Registration Statement"). Pursuant to the Registration
Statement, the Registrant issued approximately $272,797,584 in aggregate
principal amount of Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-
A5, Class 1-AP, Class 1-AX, Class 2-A, Class 3-A1, Class 3-A2, Class B1,
Class 3-B1, Class B2, Class 3-B2, Class B3, Class 3-B3, Class R1 and Class
R2 Certificates of its Structured Asset Securities Corporation Mortgage Pass-
Through Certificates, Series 1996-6 on November 26, 1996. This Current
Report on Form 8-K is being filed to satisfy an undertaking, contained in the
definitive Prospectus dated May 21, 1996, as supplemented by the Prospectus
Supplement dated November 20, 1996, to file a copy of the Trust Agreement (as
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 November 1, 1996,
-----------
between Structured Asset Securities Corporation, as depositor (the
"Depositor"), and First Bank National Association, as trustee (the
"Trustee"). The "Certificates" consist of the following classes: Class 1-
A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-AP, Class 1-AX,
Class 2-A, Class 3-A1, Class 3-A2, Class B1, Class 3-B1, Class B2, Class 3-
B2, Class B3, Class 3-B3, Class B4, Class B5, Class B6, Class R1 and Class
R2. The Certificates evidence all the beneficial ownership interest in a
trust fund that consists primarily of a pool of fixed rate, fully amortizing,
conventional, first lien, residential mortgage loans (the "Mortgage Loans")
with an aggregate outstanding principal balance of approximately $275,110,775
as of November 1, 1996, together with certain other assets. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned
to them in the Trust Agreement.
Item 7. Financial Statements; Pro Forma Financial Information and
---------------------------------------------------------
Exhibits
- --------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
1.1 Terms Agreement, dated November 20, 1996, between
Structured Asset Securities Corporation and Lehman Brothers
Inc.
4.1 Trust Agreement, dated as of November 1, 1996, among
Structured Asset Securities Corporation, as Depositor,
and First Bank National Association, as Trustee.
99.1 Mortgage Loan Sale and Servicing Agreement, dated as of
November 1, 1996, among Lehman Capital, A Division
of Lehman Brothers Holdings Inc., as Purchaser,
Household Bank, f.s.b., as Seller, and Fleet
Mortgage Corp., as Servicer.
99.2 Mortgage Loan Schedule.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Prue Larocca
-------------------------------------
Name: Prue Larocca
Title: Senior Vice President
Dated: December 6, 1996
EXHIBIT INDEX
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Exhibit No. Description Page No.
- ----------- ----------- --------
1.1 Terms Agreement
4.1 Trust Agreement
99.1 Mortgage Loan Sale and Servicing
Agreement
99.2 Mortgage Loan Schedule
EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-6
TERMS AGREEMENT
---------------
Dated: November 20, 1996
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of November 1, 1996 (the "Trust Agreement").
Re: Underwriting Agreement Standard Terms dated as of April 16, 1996 (the
"Standard Terms," and together with this Terms Agreement,the "Agreement").
Series Designation: Series 1996-6.
- ------------------
Terms of the Series 1996-6 Certificates: Structured Asset Securities
- ---------------------------------------
Corporation, Series 1996-6 Mortgage Pass-Through Certificates, Class 1-A1,
Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-AP, Class 1-AX, Class
2-A, Class 3-A1, Class 3-A2, Class B1, Class 3-B1, Class B2, Class 3-B2,
Class B3, Class 3-B3, Class B4, Class B5, Class B6, Class R1 and Class R2
(the "Certificates") will evidence, in the aggregate, the entire beneficial
ownership interest in a trust fund (the "Trust Fund"). The primary assets
of the Trust Fund consist of three pools of fixed rate, fully amortizing,
conventional, first lien residential mortgage loans (the "Mortgage Loans").
Only the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class
1-AP, Class 1-AX, Class 2-A, Class 3-A1, Class 3-A2, Class R1 and Class R2
Certificates (collectively, the Senior Certificates") and the Class B1, Class
3-B1, Class B2, Class 3-B2, Class B3, Class 3-B3 Certificates (together with
the Senior Certificates, 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 Senior Certificates (other than the Class 1-A4, Class 1-AP and Class 1-AX
Certificates) be rated "AAA" by Fitch Investors Service, L.P. ("Fitch") and
Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
Inc. ("S&P"); that the Class 1-A4, Class 1-AP and Class 1-AX Certificates be
rated "AAA" by Fitch and "AAAr" by S&P; that the Class B1 and Class 3-B1
Certificates be rated "AA" or higher by Fitch; that the Class B2 and Class
3-B2 Certificates be rated "A" or higher by Fitch; and that the Class B3 and
Class 3-B3 Certificates be rated "BBB" or higher by Fitch.
Terms of Sale of Offered Certificates: The Depositor agrees to sell to
- -------------------------------------
Lehman Brothers Inc. (the "Underwriter") and the Underwriter agrees to
purchase from the Depositor, the Offered Certificates in the principal
amounts and prices set forth on Schedule 1 annexed hereto. The purchase
price for the Offered Certificates shall be the Purchase Price Percentage set
forth in Schedule 1 plus accrued interest at the initial interest rate per
annum from and including the Cut-off Date up to, but not including, the
Closing Date.
The Underwriter will offer the Offered Certificates to the public from time
to time in negotiated transactions or otherwise at varying prices to be
determined at the time of sale.
Cut-off Date: November 1, 1996.
- ------------
Closing Date: 10:00 A.M., New York time, on or about November 26, 1996. On
- ------------
the Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefor for the account of the Underwriter.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement
between the Depositor and the Underwriter in accordance with its terms.
LEHMAN BROTHERS INC.
By:
-------------------------
Name:
Title:
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By:
------------------------------
Name:
Title:
Schedule 1
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Initial
Certificate Certificate Purchase
Principal Interest Price
Class Amount(1) Rate Percentage
- ----- ----------- ----------- ----------
Class 1-A1 $74,750,000.00 7.50% 100.890%
Class 1-A2 $17,547,000.00 7.50% 98.625%
Class 1-A3 $ 8,500,000.00 7.00% 100.000%
Class 1-A4 (2) 0.42% 2.000%
Class 1-A5 $15,526,000.00 7.50% 99.234%
Class 1-AP $ 1,158,384.35 (3) 24.636%
Class 1-AX (4) 7.50% 60.413%
Class 2-A $101,084,000.00 (5) 105.187%
Class 3-A1 $ 32,133,000.00 (6) 102.140%
Class 3-A2 $ 7,907,000.00 (6) 103.303%
Class B1 $ 7,776,000.00 (7) 99.097%
Class 3-B1 $ 1,443,000.00 (6) 101.316%
Class B2 $ 2,600,000.00 (7) 98.838%
Class 3-B2 $ 126,000.00 (6) 99.522%
Class B3 $ 2,206,000.00 (7) 96.935%
Class 3-B3 $ 41,000.00 (6) 97.348%
Class R1 $ 100.00 (6) 100.000%
Class R2 $ 100.00 (6) 100.000%
________________________________
(1) Approximate.
(2) The Class 1-A4 Certificates will have no Certificate Principal Amount
and will accrue interest on a Notional Amount as described in the
Prospectus.
(3) The Class 1-AP Certificates will be principal only Certificates; they
will not accrue interest.
(4) The Class 1-AX Certificates will have no Certificate Principal Amount
and will accrue interest on a Notional Amount as described in the
Prospectus.
(5) Interest will accrue on the Class 2-A Certificates at the rate described
in the Prospectus.
(6) Interest will accrue on the Class 3-A1, Class 3-A2, Class 3-B1, Class
3-B2, Class 3-B3, Class R1 and Class R2 Certificates at the respective
rates described in the Prospectus.
(7) Interest will accrue on the Class B1, Class B2 and Class B3 Certificates
at the respective rates described in the Prospectus.
EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,
and
FIRST BANK NATIONAL ASSOCIATION, as Trustee
___________________________
TRUST AGREEMENT
Dated as of November 1, 1996
___________________________
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-6
TABLE OF CONTENTS
Section Page
- ------- ----
ARTICLE I
DEFINITIONS
1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.02. Calculations Respecting Mortgage Loans . . . . . . . . . . . . . . 41
1.03. Calculations Respecting Accrued Interest . . . . . . . . . . . . . 41
ARTICLE II
DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES
2.01. Creation and Declaration of Trust Fund;
Conveyance of Mortgage Loans . . . . . . . . . . . . . . . . . . . 41
2.02. Acceptance of Trust Fund by Trustee: Review
of Documentation for Trust Fund . . . . . . . . . . . . . . . . . 43
2.03. Representations and Warranties of the Depositor . . . . . . . . . 43
2.04. Discovery of Breach . . . . . . . . . . . . . . . . . . . . . . . 45
2.05. Repurchase, Purchase or Substitution of
Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 45
2.06. Grant Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
ARTICLE III
THE CERTIFICATES
3.01. The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.02. Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
3.03. Transfer and Exchange of Certificates . . . . . . . . . . . . . . 48
3.04. Cancellation of Certificates . . . . . . . . . . . . . . . . . . . 52
3.05. Replacement of Certificates . . . . . . . . . . . . . . . . . . . 52
3.06. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . 52
3.07. Temporary Certificates . . . . . . . . . . . . . . . . . . . . . . 53
3.08. Appointment of Paying Agent . . . . . . . . . . . . . . . . . . . 53
3.09. Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . . 54
ARTICLE IV
ADMINISTRATION OF THE TRUST FUND
4.01. (Omitted). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
4.02. (Omitted). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
4.03. Reports to Certificateholders . . . . . . . . . . . . . . . . . . 55
4.04. Certificate Account . . . . . . . . . . . . . . . . . . . . . . . 58
4.05. Determination of LIBOR . . . . . . . . . . . . . . . . . . . . . . 59
4.06. The Class 1-A3 Reserve Fund . . . . . . . . . . . . . . . . . . . 60
ARTICLE V
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
5.01. Distributions Generally . . . . . . . . . . . . . . . . . . . . . 61
5.02. Distributions from the Certificate Account . . . . . . . . . . . . 62
5.03. Allocation of Realized Losses . . . . . . . . . . . . . . . . . . 70
5.04. Trustee Advances . . . . . . . . . . . . . . . . . . . . . . . . . 73
5.05. Distributions of Principal on Redemption Certificates . . . . . . 73
5.06. The Certificate Insurance Policy . . . . . . . . . . . . . . . . . 79
ARTICLE VI
CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
6.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . 82
6.02. Certain Matters Affecting the Trustee . . . . . . . . . . . . . . 84
6.03. Trustee Not Liable for Certificates . . . . . . . . . . . . . . . 85
6.04. Trustee May Own Certificates . . . . . . . . . . . . . . . . . . . 86
6.05. Eligibility Requirements for Trustee . . . . . . . . . . . . . . . 86
6.06. Resignation and Removal of Trustee . . . . . . . . . . . . . . . . 86
6.07. Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . 87
6.08. Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . 88
6.09. Appointment of Co-Trustee, Separate Trustee
or Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
6.10. Authenticating Agents . . . . . . . . . . . . . . . . . . . . . . 90
6.11. Indemnification of Trustee . . . . . . . . . . . . . . . . . . . . 91
6.12. Fees and Expenses of Trustee . . . . . . . . . . . . . . . . . . . 92
6.13. Collection of Monies . . . . . . . . . . . . . . . . . . . . . . . 92
6.14. Trustee To Act; Appointment of Successor . . . . . . . . . . . . . 92
6.15. Additional Remedies of Trustee Upon Event of Default . . . . . . . 94
6.16. Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . . . . 95
6.17. Notification to Holders . . . . . . . . . . . . . . . . . . . . . 95
6.18. Directions by Certificateholders and Duties
of Trustee During Event of Default . . . . . . . . . . . . . . . . 95
6.19. Action Upon Certain Failures of the Servicer
and Upon Event of Default . . . . . . . . . . . . . . . . . . . . 96
ARTICLE VII
PURCHASE AND TERMINATION
OF THE TRUST FUND
7.01. Termination of Trust Fund Upon Repurchase
or Liquidation of All Mortgage Loans . . . . . . . . . . . . . . . 96
7.02. Procedure Upon Termination of Trust Fund . . . . . . . . . . . . . 97
7.03. Additional Trust Fund Termination Requirements . . . . . . . . . . 98
ARTICLE VIII
RIGHTS OF CERTIFICATEHOLDERS
8.01. Limitation on Rights of Holders . . . . . . . . . . . . . . . . . 99
8.02. Access to List of Holders . . . . . . . . . . . . . . . . . . . . 100
8.03. Acts of Holders of Certificates . . . . . . . . . . . . . . . . . 100
ARTICLE IX
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
9.01. Trustee To Retain Possession of Certain Documents . . . . . . . . 101
9.02. Preparation of Tax Returns and Other Reports . . . . . . . . . . . 101
9.03. Release of Mortgage Files . . . . . . . . . . . . . . . . . . . . 102
ARTICLE X
REMIC ADMINISTRATION
10.01. REMIC Administration . . . . . . . . . . . . . . . . . . . . . . 103
10.02. Prohibited Transactions and Activities . . . . . . . . . . . . . 106
10.03. Indemnification with Respect to Certain Taxes
and Loss of REMIC Status . . . . . . . . . . . . . . . . . . . . 107
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.01. Binding Nature of Agreement; Assignment . . . . . . . . . . . . . 107
11.02. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . 107
11.03. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
11.04. Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 109
11.05. Provision of Information . . . . . . . . . . . . . . . . . . . . 109
11.06. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 110
11.07. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
11.08. Severability of Provisions . . . . . . . . . . . . . . . . . . . 110
11.09. Indulgences; No Waivers . . . . . . . . . . . . . . . . . . . . . 110
11.10. Headings Not To Affect Interpretation . . . . . . . . . . . . . . 111
11.11. Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . 111
11.12. Special Notices to the Rating Agencies. . . . . . . . . . . . . . 111
11.13. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 112
11.14. Matters Relating to the Certificate Insurance Policy . . . . . . 112
ATTACHMENTS
Exhibit A Forms of Certificates
Exhibit B Form of Trustee Final Certification
Exhibit B-4 Form of Endorsement
Exhibit C Request for Release of Documents and Receipt
Exhibit D-l Residual Certificate Transfer Affidavit (Transferee)
Exhibit D-2 Residual Certificate Transfer Affidavit (Transferor)
Exhibit E Sale and Servicing Agreement
Exhibit F Form of Rule 144A Transfer Certificate
Exhibit G Form of Purchaser's Letter for Institutional Accredited
Investors
Exhibit H Form of ERISA Transfer Affidavit
Exhibit I Form of Certificate Insurance Policy
Exhibit J Monthly Remittance Advice
Exhibit K Monthly Electronic Data Transmission
Schedule A Mortgage Loan Schedule
Schedule B Principal Amount Schedules
This TRUST AGREEMENT, dated as of November 1, 1996 (the "Agreement"),
is by and between STRUCTURED ASSET SECURITIES CORPORATION, a Delaware
corporation, as depositor (the "Depositor"), and FIRST BANK NATIONAL
ASSOCIATION, a national banking association, as trustee (the "Trustee").
PRELIMINARY STATEMENT
The Depositor has acquired the Mortgage Loans from Lehman Capital, A
Division of Lehman Brothers Holdings Inc. (the "Seller"), and at the
Closing Date is the owner of the Mortgage Loans and the other property
being conveyed by it to the Trustee for inclusion in the Trust Fund. On
the Closing Date, the Depositor will acquire the Certificates from the
Trust Fund, as consideration for its transfer to the Trust Fund of the
Mortgage Loans and the other property constituting the Trust Fund. The
Depositor has duly authorized the execution and delivery of this Agreement
to provide for the conveyance to the Trustee of the Mortgage Loans and the
other property constituting the Trust Fund. All covenants and agreements
made by the Depositor and the Trustee herein with respect to the Mortgage
Loans and the other property constituting the Trust Fund are for the
benefit of the Holders from time to time of the Certificates. The
Depositor is entering into this Agreement, and the Trustee is accepting
the Trust Fund created hereby, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
The following table sets forth (or describes) the Class designation,
Certificate Interest Rate, and initial Class Certificate Principal Amount
(or Aggregate Notional Amount) for each Class of Certificates comprising
the interests in the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Class Certificate Initial Certificate
Designation Interest Rate Principal Amount
- ------------------------------ -------------------- ----------------------
<S> <C> <C>
Class 1-A1 7.50% $74,750,000.00
Class 1-A2 7.50% 17,547,000.00
Class 1-A3 7.00% 8,500,000.00
Class 1-A4 0.42% (4)
Class 1-A5 7.50% 15,526,000.00
Class 1-AP 0.00% 1,158,384.35
Class 1-AX 7.50% (5)
Class 2-A (1) 101,084,000.00
Class 3-A1 (2) 32,133,000.00
Class 3-A2 (2) 7,907,000.00
Class B1 (3) 7,776,000.00
Class 3-B1 (2) 1,443,000.00
Class B2 (3) 2,600,000.00
Class 3-B2 (2) 126,000.00
Class B3 (3) 2,206,000.00
Class 3-B3 (2) 41,000.00
Class B4 (3) 912,000.00
Class B5 (3) 425,000.00
Class B6 (3) 976,191.20
Class R1 (2) 100.00
Class R2 (2) 100.00
</TABLE>
______________________
(1) The Certificate Interest Rate with respect to any Distribution Date
for the Class 2-A Certificates is a per annum rate equal to the Pool 2
Rate for such date.
(2) The Certificate Interest Rate with respect to any Distribution Date
for each Class of the Class 3-A1, Class 3-A2, Class 3-B1, Class 3-B2,
Class 3-B3, Class R1 and Class R2 Certificates is a per annum rate equal
to the Pool 3 Rate for such date.
(3) The Certificate Interest Rate with respect to any Distribution Date
for each Class of the Class B1, Class B2, Class B3, Class B4, Class B5 and
Class B6 Certificates is a per annum rate equal to the weighted average of
the Component Interest Rates for the Components of such Class for such
date, weighted on the basis of the Component Principal Amounts of such
Components immediately prior to such date.
(4) The Class 1-A4 Certificates will accrue interest on an Aggregate
Notional Amount equal, with respect to any Distribution Date, to the Class
Certificate Principal Amount of the Class 1-A3 Certificates immediately
prior to such date.
(5) The Class 1-AX Certificates will accrue interest on a calculated
Aggregate Notional Amount equal, with respect to any Distribution Date, to
the product of (x) the fraction, the numerator of which is the excess of
the weighted average of the Net Mortgage Rates of the Pool 1 Premium
Mortgage Loans, weighted on the basis of the Scheduled Principal Balance
of such Mortgage Loans as of the first day of the related Interest Accrual
Period, over 7.50%, and the denominator of which is 7.50%, and (y) the
aggregate Scheduled Principal Balance of the Pool 1 Premium Mortgage Loans
as of the first day of the related Interest Accrual Period.
As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $275,110,775.55.
In consideration of the mutual agreements herein contained, the
Depositor and the Trustee hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. The following words and phrases, unless
-----------
the context otherwise requires, shall have the following meanings:
Accepted Servicing Practices: As defined in the Sale and Servicing
----------------------------
Agreement.
Accountant: A person engaged in the practice of accounting who
----------
(except when this Agreement provides that an Accountant must be
Independent) may be employed by or affiliated with the Depositor or an
Affiliate of the Depositor.
Accretion Directed Certificate: None.
------------------------------
Accretion Termination Date: The earlier of (i) the Credit Support
--------------------------
Depletion Date and (ii) the date on which the Class Certificate Principal
Amount of each Class of Accretion Directed Certificates has been reduced
to zero.
Accrual Amount: As to any Class of Accrual Certificates and any
--------------
Accrual Component and each Distribution Date through the Credit Support
Depletion Date, the sum of (x) any amount of Accrued Certificate Interest
allocable to such Class or Component pursuant to Section 5.02(a)(ii) on
such Distribution Date and (y) any Interest Shortfall allocable to such
Class or Component pursuant to Section 5.02(a)(iii) on such Distribution
Date. As to any Class of Accrual Certificates and any Accrual Component
and each Distribution Date after the Credit Support Depletion Date, zero.
Accrual Certificate: None.
-------------------
Accrual Component: None.
-----------------
Accrued Certificate Interest: As to any Class of Certificates or
----------------------------
Component and any Distribution Date, the product of the Certificate
Interest Rate or Component Interest Rate for such Class of Certificates or
Component and the outstanding Class Certificate Principal Amount (or
Aggregate Notional Amount) or Component Principal Amount of such Class of
Certificates or Component immediately preceding such Distribution Date, as
reduced by (i) such Class's or Component's pro rata share of the
interest portion of any Excess Losses with respect to the related Mortgage
Pool for such date and, after the Credit Support Depletion Date for the
related Certificate Group, any Realized Losses with respect to the related
Mortgage Pool for such date, (ii) after the Credit Support Depletion Date
for the related Certificate Group, such Class's or Component's pro rata
share of any Relief Act Reduction with respect to the related Mortgage
Pool for such date and (iii) on any Cross-Collateralization Date, the
amount of any Interest Reduction allocated to such Class or Component for
such date.
Additional Collateral: None.
---------------------
Adjustable Rate Mortgage Loan: None.
-----------------------------
Advance: An advance of the aggregate of payments of principal and
-------
interest (net of the Servicing Fee) on one or more Mortgage Loans due on
the Due Date in the related Due Period and not received as of the close of
business on the related Determination Date, required to be made by the
Servicer pursuant to the Sale and Servicing Agreement.
Affiliate: With respect to any specified Person, any other Person
---------
controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
Aggregate Notional Amount: With respect to the Class 1-A4 and Class
-------------------------
1-AX Certificates, the aggregate notional amount described in the
Preliminary Statement hereto.
Aggregate FSA Premium: As to any Distribution Date, the sum of (a)
---------------------
the FSA Premium for such Distribution Date and (b) the amount of any FSA
Premium that was not distributed to Financial Security on any prior
Distribution Date.
Aggregate Principal Balance: The aggregate of the Scheduled
---------------------------
Principal Balances for all Mortgage Loans at the date of determination.
Aggregate Voting Interests: The aggregate of the Voting Interests of
--------------------------
all the Certificates under this Agreement.
Agreement: This Trust Agreement and all amendments and supplements
---------
hereto.
AP Percentage: As to any Pool 1 Discount Mortgage Loan, the
-------------
percentage equivalent of the fraction, the numerator of which is
the excess of 7.50% over the Net Mortgage Rate of such Pool 1 Discount
Mortgage Loan and the denominator of which is 7.50%. As to any Pool 1
Non-Discount Mortgage Loan, 0%.
Appraised Value: With respect to any Mortgage Loan, the amount set
---------------
forth in an appraisal made in connection with the origination of such
Mortgage Loan as the value of the related Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice of
----------------------
transfer or equivalent instrument, in recordable form, sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect the sale of the Mortgage to the Trustee, which
assignment, notice of transfer or equivalent instrument may be in the form
of one or more blanket assignments covering the Mortgage Loans secured by
Mortgaged Properties located in the same jurisdiction, if permitted by
law; provided, however, that the Trustee shall not be responsible for
-------- -------
determining whether any such assignment is in recordable form.
Authenticating Agent: Any authenticating agent appointed by the
--------------------
Trustee pursuant to Section 6.10.
Authorized Officer: Any Person who may execute an Officer's
------------------
Certificate on behalf of the Depositor.
Available Distribution Amount: On any Distribution Date and with
-----------------------------
respect to each Mortgage Pool, the sum of the following amounts:
(1) the total amount of all cash received by the Servicer with
respect to the related Collection Period (or the related Prepayment
Period, in the case of Principal Prepayments) and deposited by the
Servicer by the Remittance Date for such Distribution Date with respect to
the related Mortgage Loans (including proceeds of any Insurance Policy and
any other credit support relating to the Mortgage Loans), plus all
Advances made by the Servicer (or Trustee) for such Distribution Date
and any Compensating Interest Payment for such 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 or the Sale and Servicing
Agreement; and
(2) any other payment made by the Servicer or the Depositor or
any other Person with respect to such Distribution Date (including the
Purchase Price with respect to any Mortgage Loan in the related Mortgage
Pool repurchased by Household, the Depositor, Lehman Capital or any other
Person and the purchase price for any Converted Mortgage Loan purchased
from the Trust Fund);
as increased, with respect to any Undercollateralized Mortgage Pool, and
as decreased, with respect to any Overcollateralized Mortgage Pool, by any
applicable Diverted Interest Amount, Senior Principal Adjustment Amount
and Subordinate Principal Adjustment Amount (or the applicable portion
thereof), in each case, for such Distribution Date.
Bankruptcy: As to any Person, the making of an assignment for the
----------
benefit of creditors, the filing of a voluntary petition in bankruptcy,
adjudication as a bankrupt or insolvent, the entry of an order for relief
in a bankruptcy or insolvency proceeding, the seeking of reorganization,
arrangement, composition, readjustment, liquidation, dissolution or
similar relief, or seeking, consenting to or acquiescing in the
appointment of a trustee, receiver or liquidator, dissolution, or
termination, as the case may be, of such Person pursuant to the provisions
of either the United States Bankruptcy Code of 1986, as amended, or any
other similar state laws.
Bankruptcy Loss Limit: As of the Cut-off Date, $100,000, which
---------------------
amount shall be reduced from time to time by the amount of Bankruptcy
Losses allocated to the Certificates.
Bankruptcy Coverage Termination Date: The Distribution Date on which
------------------------------------
the Bankruptcy Loss Limit has been reduced to zero (or less than zero).
Bankruptcy Losses: (i) with respect to the Mortgage Loans, 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.
Benefit Plan Opinion: An Opinion of Counsel satisfactory to the
--------------------
Trustee 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.
Blanket Mortgage: The mortgage or mortgages encumbering a
----------------
Cooperative Property.
Book-Entry Certificates: Beneficial interests in Certificates
-----------------------
designated as "Book-Entry Certificates" in this Agreement, ownership and
transfers of which shall be evidenced or made through book entries by a
Clearing Agency as described in Section 3.09; provided, that after the
occurrence of a condition whereupon book-entry registration and transfer
are no longer permitted and Definitive Certificates are to be issued to
Certificate Owners, such Book-Entry Certificates shall no longer be
"Book-Entry Certificates." As of the Closing Date, the following Classes
of Certificates constitute Book-Entry Certificates: the Class 1-A1, Class
1-A2, Class 1-A3, Class 1-A5, Class 2-A, Class 3-A1 and Class 3-A2
Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a
------------
day on which banking institutions in New York, New York or, if other than
New York, the city in which the Corporate Trust Office of the Trustee is
located, or the States of Wisconsin or South Carolina, are authorized or
obligated by law or executive order to be closed.
Certificate: Any one of the certificates signed and countersigned by
-----------
the Trustee in substantially the forms attached hereto as Exhibit A.
Certificate Account: The account maintained by the Trustee in
-------------------
accordance with the provisions of Section 4.04.
Certificate Group: The Group 1 Certificates, the Group 2
-----------------
Certificates or the Group 3 Certificates, as applicable.
Certificate Interest Rate: With respect to each Class of
-------------------------
Certificates, the applicable per annum rate set forth or described in the
Preliminary Statement hereto.
Certificate Owner: With respect to a Book-Entry Certificate, the
-----------------
Person who is the owner of such Book-Entry Certificate, as reflected on
the books of the Clearing Agency, or on the books of a Person maintaining
an account with such Clearing Agency (directly or as an indirect participant,
in accordance with the rules of such Clearing Agency).
Certificate Principal Amount: With respect to any Certificate other
----------------------------
than a Notional Certificate, at the time of determination, the maximum
specified dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the initial principal
amount set forth on the face of such Certificate (plus, in the case of any
Negative Amortization Certificate, any Deferred Interest allocated thereto
on previous Distribution Dates, and plus, in the case of any Accrual
Certificate, its Percentage Interest of any related Accrual Amount for
each previous Distribution Date), less the amount of all principal
distributions previously made with respect to such Certificate, all
Realized Losses allocated to such Certificate, and, in the case of a
Subordinate Certificate, any Subordinate Certificate Writedown Amount
allocated to such Certificate. For purposes of Article V hereof, unless
specifically provided to the contrary, Certificate Principal Amounts shall
be determined as of the close of business of the immediately preceding
Distribution Date, after giving effect to all distributions made on such
date. Notional Certificates are issued without Certificate Principal
Amounts.
Certificate Register and Certificate Registrar: The register
-------------------- ---------------------
maintained and the registrar appointed pursuant to Section 3.02.
Certificateholder: The meaning provided in the definition of
- ----------------------
"Holder."
Class: All Certificates bearing the same class designation.
Class A Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3, Class
-------------------
1-A4, Class 1-A5, Class 1-AP, Class 1-AX, Class 2-A, Class 3-A1 or Class
3-A2 Certificate.
Class 1-AP Deferred Amount: As to any Distribution Date on or prior
--------------------------
to the Credit Support Depletion Date for the Group 1 Certificates, the
aggregate of the applicable AP Percentage of the principal portion of each
Realized Loss on a Pool 1 Mortgage Loan, other than an Excess Loss, to be
allocated to the Class 1-AP Certificates on such Distribution Date or
previously allocated to the Class 1-AP Certificates and not yet paid to
the Holders of the Class 1-AP Certificates pursuant to Section 5.02(a)(v).
Class 1-AP Principal Distribution Amount: For any Distribution Date,
----------------------------------------
the sum of the following amounts:
(i) the applicable AP Percentage of the principal portion of
each Scheduled Payment (without giving effect to any Debt Service
Reduction occurring prior to the Bankruptcy
Coverage Termination Date) on a Pool 1 Mortgage Loan due during the
related Due Period;
(ii) the applicable AP Percentage of each of the following
amounts: (1) each Principal Prepayment collected during the related
Prepayment Period, (2) each other unscheduled collection, including
Insurance Proceeds and Liquidation Proceeds (other than with respect to
any Pool 1 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 Pool 1 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 Pool 1 Mortgage Loan that was finally liquidated during
the related Prepayment Period, the applicable AP Percentage of the related
net Liquidation Proceeds allocable to principal; and
(iv) any amounts described in clauses (i) through (iii) for any
previous Distribution Date that remain unpaid.
Class B Certificate: Any Class B1, Class 3-B1, Class B2, Class 3-B2,
-------------------
Class B3, Class 3-B3, Class B4, Class B5 or Class B6 Certificate.
Class Certificate Principal Amount: With respect to a Class of
----------------------------------
Certificates other than any Class of Notional Certificates, the aggregate
of the Certificate Principal Amounts of all Certificates of such Class at
the date of determination.
Class 1-A3 Policy: The irrevocable financial guaranty insurance
-----------------
policy, No. 50526-N, including any endorsements thereto, issued by
Financial Security with respect to the Class 1-A3 Certificates in the form
attached hereto as Exhibit I.
Class 1-A3 Policy Payments Account: The separate Eligible Account
----------------------------------
created and maintained by the Trustee pursuant to Section 5.06(c) in the
name of the Trustee for the benefit of the Class 1-A3 Certificateholders
and designated "First Bank National Association, Class 1-A3 Policy
Payments Account in trust for registered holders of Structured Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1996-6,
Class 1-A3". Funds in the Class 1-A3 Policy Payments Account shall be
held in trust for the Class 1-A3 Certificateholders for the uses and
purposes set forth in this Agreement.
Class 1-A3 Reserve Fund: The separate, interest-bearing Eligible
-----------------------
Account created and maintained by the Trustee pursuant to Section 4.06
with a depository institution in the name of the Trustee for the benefit
of the Class 1-A3 Certificateholders and designated "First Bank National
Association, Class 1-A3 Reserve Fund in trust for registered holders of
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-6, Class 1-A3". The Class 1-A3 Reserve Fund
will not be a part of the Trust Fund or any REMIC and, for all federal
income tax purposes, will be beneficially owned by Lehman Brothers Inc.
Class 1-A3 Rounding Account: The separate Eligible Account
---------------------------
established and maintained by the Trustee pursuant to Section 5.05(e) in
the name of the Trustee for the benefit of the Class 1-A3
Certificateholders and designated "First Bank National Association, Class
1-A3 Rounding Account in trust for registered holders of Structured Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1996-6,
Class 1-A3". Funds in the Rounding Account shall be held in trust for the
Class 1-A3 Certificateholders for the uses and purposes set forth in this
Agreement. The Class 1-A3 Rounding Account will not be a part of the
Trust Fund or any REMIC and, for all federal income tax purposes, will be
beneficially owned by Lehman Brothers Inc.
Class 1-A5 Percentage: As to any Distribution Date, the percentage
---------------------
equivalent of the fraction, the numerator of which is equal to the Class
Certificate Principal Amount of the Class 1-A5 Certificates immediately
prior to such date and the denominator of which is equal to the sum of
aggregate Certificate Principal Amount of all Group 1 Certificates other
than the Class 1-AP Certificates and the aggregate Component Principal
Amount of the Group 1 Components immediately prior to such date.
Class 1-A5 Prepayment Shift Percentage: As to any Distribution Date
- -------------------------------------------
occurring during the five years beginning on the first Distribution Date,
0%. As to any Distribution Date occurring on or after the fifth
anniversary of the first Distribution Date, the following percentage for
such Distribution Date: for any Distribution Date in the first year
thereafter, 30%; for any Distribution Date in the second year thereafter,
40%; for any Distribution Date in the third year thereafter, 60%; for any
Distribution Date in the fourth year thereafter, 80%; and for any
subsequent Distribution Date, 100%
Class 1-A5 Priority Amount: As to any Distribution Date, an amount
--------------------------
equal to the lesser of (i) the sum of (x) the product of the Class 1-A5
Percentage for such date, the Class 1-A5 Scheduled Principal Percentage
for such date and the Scheduled Principal Amount for such date and (y) the
product of the Class 1-A5 Percentage for such date, the Class 1-A5
Prepayment Shift Percentage for such date and the Unscheduled Principal
Amount for such date, and (ii) the Class Certificate Principal Amount of the
Class 1-A5 Certificates immediately prior to such date.
Class 1-A5 Scheduled Principal Percentage: As to any Distribution
-----------------------------------------
Date occurring during the five years beginning on the first Distribution
Date, 0%. As to any Distribution Date occurring on or after the fifth
anniversary of the first Distribution Date, 100%.
Class Percentage: For each Class of Certificates or Component, for
----------------
each Distribution Date, the percentage obtained by dividing the Class
Certificate Principal Amount or Component Principal Amount of such Class
or Component immediately prior to such Distribution Date by the aggregate
Certificate Principal Amount or Component Principal Amount of all
Certificates immediately prior to such date.
Clearing Agency: An organization registered as a "clearing agency"
---------------
pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. As of the Closing Date, the Clearing Agency shall be The
Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, other financial
---------------------------
institution or other Person for whom from time to time a Clearing Agency
effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.
Closing Date: November 26, 1996.
------------
Code: The Internal Revenue Code of 1986, as amended, and as it may
----
be further amended from time to time, any successor statutes thereto, and
applicable U.S. Department of Treasury regulations issued pursuant thereto
in temporary or final form.
Collection Account: Not applicable.
------------------
Collection Period: With respect to any Distribution Date, the period
-----------------
beginning immediately following the conclusion of the next preceding
Collection Period (or, in the case of the first Distribution Date,
beginning on the Cut-off Date) and ending at the close of the Business Day
immediately preceding the related Remittance Date.
Compensating Interest Payment: With respect to any Distribution
-----------------------------
Date, the amount paid by the Servicer in respect of Prepayment Interest
Shortfalls pursuant to Section 4.04(viii) of the Sale and Servicing
Agreement.
Component: Any of the components of a Class of Subordinate
---------
Certificates having the designations and initial Component Principal
Amounts as follows:
Designation Component Principal Amount
----------- --------------------------
Class B1(1) $5,369,000.00
Class B1(2) 2,407,000.00
Class B2(1) 1,263,000.00
Class B2(2) 1,337,000.00
Class B3(1) 1,137,000.00
Class B3(2) 1,069,000.00
Class B4(1) 442,000.00
Class B4(2) 428,000.00
Class B4(3) 42,000.00
Class B5(1) 190,000.00
Class B5(2) 214,000.00
Class B5(3) 21,000.00
Class B6(1) 442,398.87
Class B6(2) 428,591.74
Class B6(3) 105,200.59
Component Interest Rate: With respect to any Distribution Date and
-----------------------
(i) the Group 1 Components, 7.50% per annum; (ii) the Group 2 Components,
the Pool 2 Rate for such date; and (iii) the Group 3 Components, the Pool
3 Rate for such date.
Component Principal Amount: As of any Distribution Date and with
--------------------------
respect to any Component, other than any Notional Component, the initial
Component Principal Amount thereof as set forth in the definition of
Component (plus any Deferred Interest allocated thereto on previous
Distribution Dates and plus, in the case of any Accrual Component, any
related Accrual Amount for each previous Distribution Date), less the sum
of (x) all amounts distributed in reduction thereof on previous
Distribution Dates pursuant to Section 5.02, (y) the amount of all
Realized Losses previously allocated thereto pursuant to Section 5.03 and
(z) any Subordinate Certificate Writedown Amount allocated to such
Component.
Conventional Loan: A Mortgage Loan that is not insured by the United
-----------------
States Federal Housing Administration or guaranteed by the United States
Veterans Administration.
Converted Mortgage Loan: 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 Loan: None.
-------------------------
Cooperative Loan: Any Mortgage Loan secured by Cooperative Shares
----------------
and a Proprietary Lease.
Cooperative Loan Documents: As to any Cooperative Loan, (i) the
--------------------------
Cooperative Shares, together with a stock power in blank; (ii) the
original executed Security Agreement and the assignment
of the Security Agreement endorsed in blank; (iii) the original executed
Proprietary Lease and the assignment of the Proprietary Lease endorsed in
blank; (iv) the original executed Recognition Agreement and the assignment
of the Recognition Agreement (or a blanket assignment of all Recognition
Agreements) endorsed in blank; (v) the executed UCC-1 financing statement
with evidence of recording thereon, which has been filed in all places
required to perfect the security interest in the Cooperative Shares and
the Proprietary Lease; and (vi) executed UCC-3 financing statements (or
copies thereof) or other appropriate UCC financing statements required by
state law, evidencing a complete and unbroken line from the mortgagee to
the Trustee with evidence of recording thereon (or in a form suitable for
recordation).
Cooperative Property: The real property and improvements owned by
--------------------
the Cooperative Corporation, that includes the allocation of individual
dwelling units to the holders of the Cooperative Shares of the Cooperative
Corporation.
Cooperative Shares: Shares issued by a Cooperative Corporation.
------------------
Cooperative Unit: A single family dwelling located in a Cooperative
----------------
Property.
Corporate Trust Office: The principal corporate trust office of the
----------------------
Trustee at which, at any particular time, its corporate trust business
shall be administered, which office at the date hereof is located at 180
East 5th Street, St. Paul, MN 55101, Attention: Structured Finance/SASCO
1996-6.
Corresponding Class: With respect to any class of Lower Tier
-------------------
Interests, the Class of Certificates or Component bearing the identical
alphabetical and numerical designation. With respect to any Class of
Certificates or Component, the class or classes of Lower Tier Interests
bearing the identical alphabetical and numerical designation.
Credit Support Depletion Date: As to each Certificate Group, the
- ----------------------------------
Distribution Date on which, giving effect to all Distributions on such
date, the aggregate Certificate Principal Amount of the Subordinate
Certificates and the aggregate Component Principal Amount of the
Components of such Certificate Group, and the Class Certificate Principal
Amounts of the Class B4, Class B5 and Class B6 Certificates, have been
reduced to zero.
Credit Support Percentage: As to any Class of Class 3-B1, Class 3-B2
-------------------------
or Class 3-B3 Certificates or any Component, and any Distribution Date,
the sum of the Class Percentages of all Classes of Certificates and
Components in the related Certificate Group that rank lower in priority
than such Class or Component.
Cross-Collateralization Date: Any Distribution Date on which an
----------------------------
Undercollateralization Amount exists with respect to any Certificate
Group.
Cross-Collateralization Percentage: With respect to each Class of 3
----------------------------------
B1, Class 3-B2 and Class 3-B3 Certificates and each Component, and any
Distribution Date, the fraction, expressed as a percentage, the numerator
of which is the sum of the Class Certificate Principal Amounts of all
Cross-Collateralized Certificates having a higher numerical designation
than such Class or Component and the denominator of which is the aggregate
Certificate Principal Amount of all Certificates (without giving effect,
in each case, to distributions on such Distribution Date).
Cross-Collateralized Certificate: Any Class B4, Class B5 or Class B6
--------------------------------
Certificate.
Custodial Account: An account or accounts maintained by the Servicer
-----------------
pursuant to the Sale and Servicing Agreement into which it will deposit
collections on the Mortgage Loans.
Cut-off Date: November 1, 1996.
------------
Cut-off Date Aggregate Principal Balance: With respect to the
----------------------------------------
Mortgage Loans in the Trust Fund on the Closing Date, the Aggregate
Principal Balance for all such Mortgage Loans as of the Cut-off Date.
DCR: Duff & Phelps Credit Rating Co., or any successor in interest.
---
Debt Service Reduction: With respect to any Mortgage Loan, a
----------------------
reduction of the Scheduled Payment that the related Mortgagor is obligated
to pay on any Due Date thereon as a result of any proceeding under
bankruptcy law or any similar proceeding.
Deceased Holder: With respect to a Holder of a Redemption
---------------
Certificate, as defined in Section 5.05(b).
Deferred Interest: With respect to any Class of Negative
-----------------
Amortization Certificates and any Distribution Date, the lesser of (x) the
applicable Interest Distribution Amount for such date (without giving
effect to any Deferred Interest) and (y) the aggregate Mortgage Loan
Negative Amortization, if any, for the related Collection Period.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
-------------------
by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding indebtedness
under such Mortgage Loan, which valuation results from a proceeding under
bankruptcy law or any similar proceeding.
Definitive Certificate: A Certificate of any Class issued in
----------------------
definitive, fully registered, certificated form.
Deleted Mortgage Loan: A Mortgage Loan that is repurchased from the
---------------------
Trust Fund pursuant to the terms hereof or as to which one or more
Qualifying Substitute Mortgage Loans are substituted therefor.
Depositor: Structured Asset Securities Corporation, a Delaware
---------
corporation having its principal place of business in New York, or its
successors in interest.
Determination Date: With respect to each Distribution Date, the 18th
------------------
day of the month in which such Distribution Date occurs, or, if such 18th
day is not a Business Day, the next succeeding Business Day.
Disqualified Organization: Either (i) the United States, (ii) any
-------------------------
state or political subdivision thereof, (iii) any foreign government, (iv)
any international organization, (v) any agency or instrumentality of any
of the foregoing, (vi) any tax-exempt organization (other than a
cooperative described in section 521 of the Code) which is exempt from the
tax imposed by Chapter 1 of the Code unless such organization is subject
to the tax imposed by section 511 of the Code, (vii) any organization
described in section 1381(a)(2)(C) of the Code, or (viii) any other entity
designated as a Disqualified Organization by relevant legislation amending
the REMIC Provisions and in effect at or proposed to be effective as of
the time of the determination. In addition, a corporation will not be
treated as an instrumentality of the United States or of any state or
political subdivision thereof if all of its activities are subject to tax
and, with the exception of the Federal Home Loan Mortgage Corporation, a
majority of its board of directors is not selected by such governmental
unit.
Distribution Date: The 25th day of each month or, if such day is not
-----------------
a Business Day, the next succeeding Business Day, commencing in December
1996.
Diversion Fraction: With respect to any Undercollateralized Group
------------------
and each Overcollateralized Mortgage Pool, and with respect to any
Distribution Date, the percentage equivalent of (x) the fraction, the
numerator of which is the related Undercollateralization Amount for such
date and the denominator of which is the aggregate of the Scheduled
Principal Balances of the Mortgage Loans in such Overcollateralized
Mortgage Pool as of the first day of the month of such Distribution Date,
multiplied, if more than one Mortgage Pool is an Overcollateralized Mortgage
Pool, by (y) the applicable Proportionate Percentage.
Diverted Interest Amount: With respect to any Overcollateralized
------------------------
Group and each Undercollateralized Group, and with respect to any
Distribution Date, (x) one month's interest accrued during the related
Interest Accrual Period on the applicable Undercollateralization Amount at
the lesser of the Pool Rate for the related Overcollateralized Mortgage
Pool and the Pool Rate for the related Undercollateralized Mortgage Pool
for such Distribution Date, multiplied, if more than one Mortgage Pool is
an Overcollateralized Mortgage Pool, by (y) the applicable Proportionate
Percentage.
Due Date: With respect to any Mortgage Loan, the date on which a
--------
Scheduled Payment is due under the related Mortgage Note.
Due Period: With respect to any Distribution Date, the period
----------
commencing on the second day of the month preceding the month in which
such Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs.
Eligible Account: Either (i) an account or accounts maintained with
----------------
a federal or state chartered depository institution or trust company
acceptable to the Rating Agencies or (ii) an account or accounts the
deposits in which are insured by the FDIC to the limits established by
such corporation, provided that any such deposits not so insured shall be
maintained in an account at a depository institution or trust company
whose commercial paper or other short term debt obligations (or, in the
case of a depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other short term
debt or deposit obligations of such holding company or depository
institution, as the case may be) have been rated by each Rating Agency in
its highest short-term rating category, or (iii) a segregated trust
account or accounts (which shall be a "special deposit account")
maintained with the Trustee or any other federal or state chartered
depository institution or trust company, acting in its fiduciary capacity,
in a manner acceptable to the Trustee and the Rating Agencies. Eligible
Accounts may bear interest.
Eligible Investments: Any one or more of the following obligations
--------------------
or securities:
(i) direct obligations of, and obligations fully guaranteed as
to timely payment of principal and interest by, the United States of
America or any agency or instrumentality of the United States of America
the obligations of which are backed by the full faith and credit of the
United States of America ("Direct Obligations");
(ii) federal funds, or demand and time deposits in, certificates
of deposits of, or bankers' acceptances issued by, any depository
institution or trust company (including U.S. subsidiaries of foreign
depositories and the Trustee or any agent of the Trustee, acting in its
respective commercial capacity) incorporated or organized under the laws
of the United States of America or any state thereof and subject to
supervision and examination by federal or state banking authorities, so
long as at the time of investment or the contractual commitment providing
for such investment the commercial paper or other short-term debt
obligations of such depository institution or trust company (or, in the
case of a depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other short-term
debt or deposit obligations of such holding company or deposit
institution, as the case may be) have been rated by each Rating Agency in
its highest short-term rating category or one of its two highest long-term
rating categories;
(iii) repurchase agreements collateralized by Direct Obligations
or securities guaranteed by GNMA, FNMA or FHLMC with any registered
broker/dealer subject to Securities Investors' Protection Corporation
jurisdiction or any commercial bank insured by the FDIC, if such
broker/dealer or bank has an uninsured, unsecured and unguaranteed
obligation rated by each Rating Agency in its highest short-term rating
category;
(iv) securities bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United States of
America or any state thereof which have a credit rating from each Rating
Agency, at the time of investment or the contractual commitment providing
for such investment, at least equal to one of the two highest long-term
credit rating categories of each Rating Agency; provided, however, that
securities issued by any particular corporation will not be Eligible
Investments to the extent that investment therein will cause the then
outstanding principal amount of securities issued by such corporation and
held as part of the Trust Fund to exceed 20% of the sum of the Aggregate
Principal Balance and the aggregate principal amount of all Eligible
Investments in the Certificate Account; provided, further, that such
securities will not be Eligible Investments if they are published as
being under review with negative implications from either Rating Agency;
(v) commercial paper (including both noninterest-bearing
discount obligations and interest-bearing obligations payable on demand
or on a specified date not more than 180 days after the date of issuance
thereof) rated by each Rating Agency in its highest short-term rating
category;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct ownership
interests in future interest or principal payments on obligations of the
United States of America or its agencies or instrumentalities (which
obligations are backed by the full faith and credit of the United States
of America) held by a custodian in safekeeping on behalf of the holders
of such receipts; and
(viii) any other demand, money market, common trust fund or time
deposit or obligation, or interest-bearing or other security or
investment, (A) rated in the highest rating category by each Rating Agency
or (B) that would not adversely affect the then current rating by either
Rating Agency of any of the Certificates;
provided, however, that no such instrument shall be an Eligible Investment
-------- -------
if such instrument evidences either (i) a right to receive only interest
payments with respect to the obligations underlying such instrument, or
(ii) both principal and interest payments derived from obligations
underlying such instrument and the principal and interest payments with
respect to such instrument provide a yield to maturity of greater than
120% of the yield to maturity at par of such underlying obligations,
provided that any such investment will be a "permitted investment" within
the meaning of Section 860G(a)(5) of the Code.
ERISA-Restricted Certificate: Any Subordinate Certificate.
----------------------------
Event of Default: An event described in Section 9.01 of the Sale and
----------------
Servicing Agreement, which pursuant to such agreement is a default by the
Servicer and entitles the Trustee to terminate such Servicer.
Excess Loss: Any Bankruptcy Loss, or portion thereof, in excess of
-----------
the then-applicable Bankruptcy Loss Limit, any Fraud Loss, or portion
thereof, in excess of the then-applicable Fraud Loss Limit, and any
Special Hazard Loss, or portion thereof, in excess of the then-applicable
Special Hazard Loss Limit.
FDIC: The Federal Deposit Insurance Corporation or any successor
----
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
-----
instrumentality of the United States created and existing under Title III
of the Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Final Scheduled Distribution Date: August 25, 2026.
---------------------------------
Financial Intermediary: A broker, dealer, bank or other financial
----------------------
institution or other Person that clears through or maintains a custodial
relationship with a Clearing Agency Participant.
Financial Security: Financial Security Assurance Inc., a monoline
------------------
insurance company organized and created under the laws of the State of New
York, or any successor thereto.
Financial Security Default: The occurrence and continuance of any of
--------------------------
the following events:
(a) Financial Security shall have failed to make a payment
required under the Class 1-A3 Policy in accordance with its terms;
(b) Financial Security shall have (i) filed a petition or
commenced case or proceeding under any provision or chapter of the United
States Bankruptcy Code or any other similar federal or state law relating
to insolvency, bankruptcy, rehabilitation, liquidation or reorganization,
(ii) made a general assignment for the benefit of its creditors, or (iii)
had an order for relief entered against it under the United States
Bankruptcy Code or any other similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization
that is final and nonappealable; or
(c) a court of competent jurisdiction, the New York Department
of Insurance or other competent regulatory authority shall have entered a
final and nonappealable order, judgment or decree (i) appointing a
custodian, trustee, agent or receiver for Financial Security or for all
or any material portion of its property or (ii) authorizing the taking of
possession by a custodian, trustee, agent or receiver of Financial
Security (or the taking of possession of all or any material portion of
the property of Financial Security).
Fitch: Fitch Investors Service, L.P., or any successor in interest.
-----
FNMA: The Federal National Mortgage Association, a federally
----
chartered and privately owned corporation organized and existing under
the Federal National Mortgage Association Charter Act, or any successor
thereto.
Fraud Loss: Any Realized Loss on a Mortgage Loan sustained by reason
----------
of a default arising from fraud, dishonesty or misrepresentation in
connection with the related Mortgage Loan.
Fraud Loss Limit: As of the Cut-off Date, $8,253,323, which amount
----------------
shall be reduced (i) by the amount of Fraud Losses allocated to the
Certificates; (ii) on the first anniversary of the Cut-off Date, to an
amount equal to the excess of 2% of the Cut-off Date Balance of the
Mortgage Loans over the cumulative amount of Fraud Losses allocated to the
Certificates, (iii) on the 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 (iv) on the fifth anniversary of the
Cut-off Date, to zero.
FSA Premium: With respect to any Distribution Date, and with respect
-----------
to the Class 1-A3 Policy, an amount equal to 1/12th of the product of (a)
the Class Certificate Principal Amount of the Class 1-A3 Certificates as
of such Distribution Date (prior to giving effect to any distribution
thereon on such Distribution Date) and (b) 0.08%.
GNMA: The Government National Mortgage Association, a wholly owned
----
corporate instrumentality of the United States within HUD.
Group 1 Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3, Class
-------------------
1-A4, Class 1-A5, Class 1-AP, or Class 1-AX Certificate, and any B1(1),
B2(1), B3(1), B4(1), B5(1) or B6(1) Component.
Group 1 Component: Any B1(1), B2(1), B3(1), B4(1), B5(1) or B6(1)
-----------------
Component.
Group 1 Lower Tier Interest: Any of Lower Tier Interests 1-A1, 1-A2,
---------------------------
1-A3, 1-A5, 1-AP, 1-AX, B1(1), B2(1), B3(1), B4(1), B5(1), B6(1) or R2.
Group 1 Senior Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3,
--------------------------
Class 1-A4, Class 1-A5, Class 1-AP or Class 1-AX Certificate.
Group 2 Certificate: Any Class 2-A Certificate and any B1(2), B2(2),
-------------------
B3(2), B4(2), B5(2) or B6(2) Component.
Group 2 Component: Any B1(2), B2(2), B3(2), B4(2), B5(2) or B6(2)
-----------------
Component.
Group 2 Lower Tier Interest: Any of Lower Tier Interests 2-A, B1(2),
---------------------------
B2(2), B3(2), B4(2), B5(2) or B6(2).
Group 2 Senior Certificate: Any Class 2-A Certificate.
--------------------------
Group 3 Certificate. Any Class 3-A1, Class 3-A2, Class 3-B1, Class
-------------------
3-B2, Class 3-B3, Class R1 or Class R2 Certificate, and any B4(3), B5(3)
or B6(3) Component.
Group 3 Component. Any B4(3), B5(3) or B6(3) Component.
-----------------
Group 3 Lower Tier Interest. Any of Lower Tier Interests 3-A1, 3-A2,
---------------------------
3-B1, 3-B2, 3-B3, B4(3), B5(3), B6(3) or R2.
Group 3 Senior Certificate. Any Class 3-B1, Class 3-B2, Class R1 or
--------------------------
Class R2 Certificate.
Guaranteed Distributions: With respect to any Distribution Date, (i)
------------------------
the Accrued Certificate Interest for the Class 1-A3 Certificates for such
Distribution Date, including the amount of any Net Prepayment Interest
Shortfalls allocable to the Class 1-A3 Certificates on such Distribution
Date that are not covered by the Class 1-A3 Reserve Fund, net of any
Relief Act Reduction allocable to such Class on such date, (ii) the amount
of any Realized Loss, including any Excess Loss, allocated to the Class 1-
A3 Certificates on such Distribution Date and (iii) the Class Certificate
Principal Amount of the Class 1-A3 Certificates to the extent unpaid on
the final Distribution Date.
Holder or Certificateholder: The registered owner of any Certificate
------ -----------------
as recorded on the books of the Certificate Registrar except that, solely
for the purposes of taking any action or giving any consent pursuant to
this Agreement, any Certificate registered in the name of the Depositor,
any Servicer or any Affiliate thereof shall be deemed not to be
outstanding in determining whether the requisite percentage necessary to
effect any such consent has been obtained, except that, in determining
whether the Trustee shall be protected in relying upon any such consent,
only Certificates which a Responsible Officer of the Trustee knows to be
so owned shall be disregarded. The Trustee may request and conclusively
rely on certifications by the Depositor and the Servicer in determining
whether any Certificates are registered to an Affiliate of the Depositor
or the Servicer.
Household: Household Bank, f.s.b., or any successor in interest.
---------
HUD: The United States Department of Housing and Urban Development,
---
or any successor thereto.
Independent: When used with respect to any Accountants, a Person who
-----------
is "independent" within the meaning of Rule 2-01(b) of the Securities and
Exchange Commission's Regulation S-X. When used with respect to any other
Person, a Person who (a) is in fact independent of another specified
Person and any Affiliate of such other Person, (b) does not have any
material direct
financial interest in such other Person or any Affiliate of such other
Person, and (c) is not connected with such other Person or any Affiliate
of such other Person as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions.
Individual Redemption Certificate: A Redemption Certificate with a
---------------------------------
$1,000 Certificate Principal Amount.
Initial LIBOR Rate: None.
------------------
Insurance Policy: Any Primary Mortgage Insurance Policy and any
----------------
standard hazard insurance policy, flood insurance policy, earthquake
insurance policy or title insurance policy relating to the Mortgage Loans
or the Mortgaged Properties, to be in effect as of the Closing Date or
thereafter during the term of this Agreement.
Insurance Proceeds: Amounts paid by the insurer under any Insurance
------------------
Policy, other than amounts required to be paid over to the Mortgagor
pursuant to law or the related Mortgage Note.
Interest Accrual Period: With respect to any Distribution Date and
-----------------------
any Class of Certificates (other than any Class of LIBOR Certificates or
Principal Only Certificates) or Component, the one-month period beginning
immediately following the end of the preceding Interest Accrual Period (or
from the Cut-off Date, in the case of the first Interest Accrual Period)
and ending on the last day of the month preceding the month in which such
Distribution Date occurs. With respect to any Distribution Date and any
Class of LIBOR Certificates, the one-month period beginning on the 25th
day of the preceding month and ending of the 24th day of the month in
which such Distribution Date occurs.
Interest Distribution Amount: Not applicable.
----------------------------
Interest Reduction: With respect to any Cross-Collateralization Date
------------------
and any Class of Certificates or Component in an Undercollateralized
Group, an amount equal to the excess, if any, of (i) the product of (x)
the applicable Undercollateralization Percentage (multiplied, if there are
two Overcollateralized Mortgage Pools, by the applicable Proportionate
Percentage), (y) the Pool Rate applicable to the Mortgage Pool relating to
such Undercollateralized Group and (z) the Class Certificate Principal
Amount or Aggregate Notional Amount of such Class or the Component
Principal Amount of such Component, over (ii) the product of (x) the
applicable Undercollateralization Percentage (multiplied, if there are two
Overcollateralized Mortgage Pools, by the applicable Proportionate
Percentage), (y) as to each Overcollateralized Mortgage Pool, the lesser
of the related Pool Rate and the Pool Rate applicable to the Mortgage Pool
relating to such Undercollateralized Group and (z) the Class Certificate
Principal Amount or Aggregate Notional Amount of such Class or the Component
Principal Amount of such Component. Any Interest Reductions shall be
allocated to reduce Accrued Certificate Interest for each Class of
Certificates other than the Class 1-A3 Certificates as provided in Section
5.02(e).
Interest Shortfall: With respect to any Class of Certificates and
------------------
any Distribution Date, any Accrued Certificate Interest (net of any Net
Prepayment Interest Shortfalls for the related Mortgage Pool allocable to
such Class) not paid with respect to a previous Distribution Date.
Intervening Assignments: The original intervening assignments of the
-----------------------
Mortgage, notice of transfer or equivalent instrument.
Latest Possible Maturity Date: August 25, 2028.
-----------------------------
Lehman Capital: Lehman Capital, A Division of Lehman Brothers
--------------
Holdings Inc., or any successor in interest.
LIBOR: The per annum rate determined, pursuant to Section 4.05, on
-----
the basis of London interbank offered rate quotations for one-month
Eurodollar deposits, as such quotations may appear on the display
designated as page "LIUS01M" on the Bloomberg Financial Markets
Commodities News (or such other page as may replace such page on that
service for the purpose of displaying London interbank offered quotations
of major banks).
LIBOR Certificate: None.
-----------------
LIBOR Determination Date: The second London Business Day immediately
------------------------
preceding the commencement of each Interest Accrual Period for any LIBOR
Certificates.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which
------------------------
the Servicer has determined that all amounts that it expects to recover on
behalf of the Trust Fund from or on account of such Mortgage Loan have
been recovered.
Liquidation Proceeds: As defined in the Sale and Servicing
--------------------
Agreement.
Living Holder: Any Holder of a Redemption Certificate other than a
-------------
Deceased Holder.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the ratio of
-------------------
the principal balance of such Mortgage Loan at origination, or such other
date as is specified, to the Original Value thereof.
London Business Day: Any day on which banks are open for dealing in
-------------------
foreign currency and exchange in London, England and New York City.
Lower Tier Balance: As to each Lower Tier Interest, the Lower Tier
------------------
Balance assigned thereto in Section 10.01(a).
Lower Tier Interest: Any one of the classes of regular interests in
-------------------
the Lower Tier REMIC designated as such in Section 10.01(a).
Lower Tier Interest Rate: As to each Lower Tier Interest, the
------------------------
applicable interest rate, if any, specified in Section 10.01(a) hereof.
Lower Tier REMIC: One of the two separate REMICs comprising the
----------------
Trust Fund, the assets of which consist of the assets and rights specified
in the definition of the term Trust Fund.
Maintenance: With respect to any Cooperative Unit, the rent or fee
-----------
paid by the Mortgagor to the Cooperative Corporation pursuant to the
Proprietary Lease.
Material Defect: As defined in the Sale and Servicing Agreement.
---------------
Moody's: Moody's Investors Service, or any successor in interest.
-------
Mortgage: A mortgage, deed of trust or other instrument encumbering
--------
a fee simple interest in real property securing a Mortgage Note, together
with improvements thereto.
Mortgage File: The mortgage documents listed in Exhibit B to the
-------------
Sale and Servicing Agreement pertaining to a particular Mortgage Loan
required to be delivered to the Trustee pursuant to this Agreement.
Mortgage Loan: A Mortgage and the related notes or other evidences
-------------
of indebtedness secured by each such Mortgage conveyed, transferred, sold,
assigned to or deposited with the Trustee pursuant to Section 2.01 or
Section 2.05, including without limitation, each Mortgage Loan listed on
the Mortgage Loan Schedule, as amended from time to time.
Mortgage Loan Negative Amortization: As to any Adjustable Rate
-----------------------------------
Mortgage Loan, an amount added to the principal balance of such Mortgage
Loan pursuant to the terms of the related Note, equal to the excess, if
any, of interest accrued at the Mortgage Rate for any month over the
greater of (a) the amount of the Scheduled Payment for such month and (b)
the amount of interest received in respect of such month from the related
Mortgagor.
Mortgage Loan Sale and Assignment Agreement: The agreement for the
-------------------------------------------
sale of the Mortgage Loans by Lehman Capital to the Depositor and the
assignment to the Depositor of the rights of Lehman Capital under the Sale
and Servicing Agreement, between Lehman Capital, as seller and assignor,
and the Depositor, as purchaser and assignee.
Mortgage Loan Schedule: The schedule attached hereto as Schedule A,
----------------------
which shall identify each Mortgage Loan, as such schedule may be amended
from time to time pursuant to Section 2.02.
Mortgage Note: The note or other evidence of the indebtedness of a
-------------
Mortgagor secured by a Mortgage under a Mortgage Loan.
Mortgage Pool: Any of Pool 1, Pool 2 or Pool 3.
-------------
Mortgage Rate: As to any Mortgage Loan, the per annum rate at which
-------------
interest accrues on such Mortgage Loan.
Mortgaged Property: Either of (x) the fee simple interest in real
------------------
property, together with improvements thereto including any exterior
improvements to be completed within 120 days of disbursement of the
related Mortgage Loan proceeds, or (y) in the case of a Cooperative Loan
the related Cooperative Shares and Proprietary Lease, securing the
indebtedness of the Mortgagor under the related Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
---------
Negative Amortization Certificate: None.
---------------------------------
Net Mortgage Rate: With respect to any Mortgage Loan, the Mortgage
-----------------
Rate thereof reduced by the Servicing Fee Rate.
Net Prepayment Interest Shortfall: With respect to any Distribution
---------------------------------
Date and any Mortgage Pool, the excess, if any, of any Prepayment Interest
Shortfalls for such date with respect to the Mortgage Loans in such
Mortgage Pool over any amount that is required under the Sale and
Servicing Agreement to be paid by the Servicer in respect of such
shortfalls.
Non-AP Percentage: As to any Discount Mortgage Loan, the percentage
-----------------
equivalent of the fraction, the numerator of which is the Net Mortgage
Rate of such Discount Mortgage Loan and the denominator of which is 7.50%.
As to any Pool 1 Non-Discount Mortgage Loan, 100%.
Notice of Claim: The notice to be delivered by the Trustee to
---------------
Financial Security with respect to any Distribution Date
pursuant to Section 5.06(a), which shall be in the form attached to the
Class 1-A3 Policy.
Notional Amount: With respect to any Notional Certificate and any
---------------
Distribution Date, such Certificate's Percentage Interest of the Aggregate
Notional Amount of such Class of Certificates for such Distribution Date.
Notional Certificate: Any Class 1-A4 or Class 1-AX Certificate.
--------------------
Notional Component: None.
------------------
Notional Component Amount: None.
-------------------------
Offering Document: Either of the Prospectus or the private placement
-----------------
memorandum dated November 20, 1996 relating to the Class B4, Class B5 and
Class B6 Certificates.
Officer's Certificate: A certificate signed by the Chairman of the
---------------------
Board, any Vice Chairman, the President, any Vice President or any
Assistant Vice President of a Person, and in each case delivered to the
Trustee.
Opinion of Counsel: A written opinion of counsel, reasonably
------------------
acceptable in form and substance to the Trustee, and who may be in-house
or outside counsel to the Depositor or the Servicer but which must be
Independent outside counsel with respect to any such opinion of counsel
concerning the transfer of any Residual Certificate or concerning certain
matters with respect to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or the taxation, or the federal income tax
status, of each REMIC.
Original Credit Support Percentage: As to any Class of Class 3-B1,
----------------------------------
Class 3-B2 or Class 3-B3 Certificates or any Component, and any
Distribution Date, the Credit Support Percentage for such Class or
Component on the Closing Date.
Original Cross-Collateralization Percentage: As to any Class of
-------------------------------------------
Class 3-B1, Class 3-B2 or Class 3-B3 Certificates or any Component, and
any Distribution Date, the Cross-Collateralization Percentage for such
Class or Component on the Closing Date.
Original Subordinate Principal Amount: The aggregate Certificate
-------------------------------------
Principal Amount of the Subordinate Certificates as of the Closing Date.
Original Value: The lesser of (a) the Appraised Value of a Mortgaged
--------------
Property at the time the related Mortgage Loan was originated and (b) if
the Mortgage Loan was made to finance the acquisition of the related
Mortgaged Property, the purchase price paid for the Mortgaged Property by
the Mortgagor at the time the related Mortgage Loan was originated.
Overcollateralization Amount: As to any Distribution Date and any
----------------------------
Certificate Group, the excess, if any, of the aggregate of the Scheduled
Principal Balances of the Mortgage Loans in the related Mortgage Pool as
of the first day of the month of such Distribution Date over the sum of
the Class Certificate Principal Amounts and Component Principal Amounts of
the Classes and Components of the related Certificate Group immediately
prior to such Distribution Date.
Overcollateralized Group: At any time of determination, any
------------------------
Certificate Group for which an Overcollateralization Amount greater than
zero is calculated.
Overcollateralized Mortgage Pool: Each Mortgage Pool relating to an
--------------------------------
Overcollateralized Group.
PAC Amount: As to any Distribution Date and any Class of PAC
----------
Certificates and any PAC Component, the amount designated as such for such
Distribution Date and such Class or Component as set forth in the
Principal Amount Schedules.
PAC Certificate: None.
---------------
PAC Component: None.
-------------
Paying Agent: Any paying agent appointed pursuant to Section 3.08.
------------
Percentage Interest: With respect to any Certificate, its percentage
-------------------
interest in the undivided beneficial ownership interest in the Trust Fund
evidenced by all Certificates of the same Class as such Certificate. With
respect to any Certificate other than a Class 1-AX Certificate, the
Percentage Interest evidenced thereby shall equal the initial Certificate
Principal Amount (or, in the case of a Notional Certificate, the initial
Notional Amount) thereof divided by the initial Class Certificate
Principal Amount (or, in the case of a Notional Certificate, the initial
Aggregate Notional Amount) of all Certificates of the same Class. With
respect to any Class 1-AX Certificate, the Percentage Interest evidenced
thereby shall be as specified on the face thereof.
Person: Any individual, corporation, partnership, joint venture,
------
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.
Placement Agent: Lehman Brothers Inc.
---------------
Plan Asset Regulations: The Department of Labor regulations set
----------------------
forth in 29 C.F.R. 2510.3-101.
Pool 1: The aggregate of the Mortgage Loans having original terms to
------
maturity of at least 20 years and not longer than 30 years and Net
Mortgage Rates less than or equal to 8.25% per annum, as identified on the
Mortgage Loan Schedule.
Pool 1 Discount Mortgage Loan: Any Pool 1 Mortgage Loan with a Net
-----------------------------
Mortgage Rate less than 7.50% per annum.
Pool 1 Non-Discount Mortgage Loan: Any Pool 1 Mortgage Loan with a
---------------------------------
Net Mortgage Rate greater than or equal to 7.50% per annum.
Pool 1 Premium Mortgage Loan. Any Pool 1 Mortgage Loan with a Net
----------------------------
Mortgage Rate greater than 7.50% per annum.
Pool 1 Rate: 7.50% per annum.
-----------
Pool 2: The aggregate of the Mortgage Loans having original terms to
------
maturity of at least 20 years and not longer than 30 years and Net
Mortgage Rates greater than 8.25% per annum, as identified on the Mortgage
Loan Schedule.
Pool 2 Rate: With respect to any Distribution Date, the per annum
-----------
rate equal to weighted average of the Net Mortgage Rates of the Pool 2
Mortgage Loans, weighted on the basis of the Scheduled Principal Balances
of such Mortgage Loans as of the first day of the related Interest Accrual
Period.
Pool 3: The aggregate of the Mortgage Loans having original terms to
------
maturity of 15 years, as identified on the Mortgage Loan Schedule.
Pool 3 Rate: With respect to any Distribution Date, the per annum
-----------
rate equal to weighted average of the Net Mortgage Rates of the Pool 3
Mortgage Loans, weighted on the basis of the Scheduled Principal Balances
of such Mortgage Loans as of the first day of the related Interest Accrual
Period.
Pool Rate: Any of the Pool 1 Rate, the Pool 2 Rate and the Pool 3
---------
Rate.
Prepayment Interest Shortfall: With respect to any full or partial
-----------------------------
Principal Prepayment of a Mortgage Loan, the difference between (i) one
full month's interest at the applicable Mortgage Rate (giving effect to
any applicable Relief Act Reduction), as reduced by the Servicing Fee
Rate, on the Scheduled Principal Balance of such Mortgage Loan immediately
prior to such prepayment and (ii) the amount of interest actually received
with respect to such Mortgage Loan in connection with such Principal
Prepayment.
Prepayment Period: With respect to any Distribution Date, the
-----------------
calendar month preceding the month in which such Distribution Date occurs.
Primary Mortgage Insurance Policy: Mortgage guaranty insurance, if
---------------------------------
any, on an individual Mortgage Loan, as evidenced by a policy or
certificate.
Principal Amount Schedules: Any principal amount schedules attached
--------------------------
hereto, if applicable, as Schedule B, setting forth the PAC Amounts of any
PAC Certificates and PAC Components, the TAC Amounts of any TAC
Certificates and TAC Components, and the Scheduled Amounts of any
Scheduled Certificates and Scheduled Components.
Principal Distribution Amount: With respect to any Distribution Date
-----------------------------
and any Certificate Group, the sum of the related Senior Principal
Distribution Amount and the related Subordinate Principal Distribution
Amount, and, in the case of Group 1, the Class 1-AP Principal Distribution
Amount.
Principal Only Certificate: Any Class 1-AP Certificate.
--------------------------
Principal Prepayment: Any Mortgagor payment of principal or other
--------------------
recovery of principal on a Mortgage Loan that is recognized as having been
received or recovered in advance of its scheduled Due Date and applied to
reduce the principal balance of the Mortgage Loan in accordance with the
terms of the Mortgage Note or Accepted Servicing Practices.
Proceeding: Any suit in equity, action at law or other judicial or
----------
administrative proceeding.
Proprietary Lease: With respect to any Cooperative Unit, a lease or
-----------------
occupancy agreement between a Cooperative Corporation and a holder of
related Cooperative Shares.
Proportionate Percentage: As to any Distribution Date with respect
------------------------
to which two Mortgage Pools are Overcollateralized Mortgage Pools, and as
to each Overcollateralized Mortgage Pool, the fraction, expressed as a
percentage, the numerator of which is the related Overcollateralization
Amount immediately prior to such Distribution Date and the denominator of
which is the sum of the Overcollateralization Amounts for both such
Mortgage Pools immediately prior to such date.
Prospectus: The prospectus supplement dated November 20, 1996,
----------
together with the accompanying prospectus dated May 21, 1996, relating to
the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-AP,
Class 1-AX, Class 2-A, Class 3-A1, Class 3-A2, Class B1, Class 3-B1, Class
B2, Class 3-B2, Class B3, Class 3-B3, Class R1 and Class R2 Certificates.
Purchase Price: With respect to the repurchase of a Mortgage Loan
--------------
pursuant to Article II of this Agreement, an amount equal to the sum of
(a) 100% of the unpaid principal balance of such Mortgage Loan and (b)
accrued interest thereon at the Mortgage Rate, from the date as to which
interest was last paid to (but not including) the Due Date immediately
preceding the related Distribution Date. 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 Sale and Servicing Agreement.
Qualified GIC: A guaranteed investment contract or surety bond
-------------
providing for the investment of funds in the Collection Account or the
Certificate Account and insuring a minimum, fixed or floating rate of
return on investments of such funds, which contract or surety bond shall:
(a) be an obligation of an insurance company or other
corporation whose long-term debt is rated by each Rating Agency in one of
its two highest rating categories or, if such insurance company has no
long-term debt, whose claims paying ability is rated by each Rating Agency
in one of its two highest rating categories, and whose short-term debt is
rated by each Rating Agency in its highest rating category;
(b) provide that the Trustee may exercise all of the rights
under such contract or surety bond without the necessity of taking any
action by any other Person;
(c) provide that if at any time the then current credit
standing of the obligor under such guaranteed investment contract is such
that continued investment pursuant to such contract of funds would result
in a downgrading of any rating of the Certificates, the Trustee shall
terminate such contract without penalty and be entitled to the return of
all funds previously invested thereunder, together with accrued interest
thereon at the interest rate provided under such contract to the date of
delivery of such funds to the Trustee;
(d) provide that the Trustee's interest therein shall be
transferable to any successor trustee hereunder: and
(e) provide that the funds reinvested thereunder and accrued
interest thereon be returnable to the Collection Account or the
Certificate Account, as the case may be, not later than the Business Day
prior to any Distribution Date.
Qualified Insurer: An insurance company duly qualified as such under
-----------------
the laws of the states in which the related Mortgaged Properties are
located, duly authorized and licensed in such states to transact the
applicable insurance business and to write the insurance provided and
whose claims paying ability is rated by each Rating Agency in its highest
rating category or whose selection as an insurer will not adversely affect
the rating of the Certificates.
Qualifying Substitute Mortgage Loan: In the case of a Mortgage Loan
-----------------------------------
substituted for a Deleted Mortgage Loan, a Mortgage Loan that, on the date
of substitution, (i) has a Scheduled Principal Balance (together with that
of any other mortgage loan substituted for the same Deleted Mortgage Loan)
as of the Due Date in the month in which such substitution occurs not in
excess of the Scheduled Principal Balance of the related Deleted Mortgage
Loan, provided, however, that, to the extent that the Scheduled Principal
-------- -------
Balance of such Mortgage Loan is less than the Scheduled Principal Balance
of the related Deleted Mortgage Loan, then such differential in principal
amount, together with interest thereon at the applicable Mortgage Rate net
of the Servicing Fee from the date as to which interest was last paid
through the end of the Due Period in which such substitution occurs, shall
be paid by the party effecting such substitution to the Trustee for
deposit into the Certificate Account, and shall be treated as a Principal
Prepayment hereunder; (ii) has a Net Mortgage Rate not lower than the Net
Mortgage Rate of the related Deleted Mortgage Loan; (iii) if the total
principal balance of Qualified Substitute Mortgage Loans in the Trust is
less than 5% of the initial principal balance of the Mortgage Loans, has a
remaining stated term to maturity not longer than, and not more than one
year shorter than, the remaining term to stated maturity of the related
Deleted Mortgage Loan; (iv) has a Loan-to-Value Ratio as of the date of
such substitution not greater than that of the related Deleted Mortgage
Loan; (v) will comply with all of the representations and warranties
relating to Mortgage Loans set forth herein, as of the date as of which
such substitution occurs; and (vi) is not a Cooperative Loan unless the
related Deleted Mortgage Loan was a Cooperative Loan. 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 Scheduled Principal Balance referred to in
clause (i) above shall be determined on a loan-by-loan basis, (b) the rate
referred to in clause (ii) above shall be determined on a loan-by-loan
basis and (c) the remaining term to stated maturity referred to in clause
(iii) above shall be determined on a weighted average basis, provided that
the final scheduled maturity date of any Qualifying Substitute Mortgage
Loan shall not exceed the Final Scheduled Distribution Date of any Class
of Certificates. Whenever a Qualifying Substitute Mortgage Loan is
substituted for a Deleted Mortgage Loan pursuant to this Agreement, the
party effecting such substitution shall certify such qualification in
writing to the Trustee.
Rating Agency: Each of Fitch and S&P; provided, that with respect to
-------------
the rated Subordinate Certificates, Fitch will be the sole Rating Agency.
Realized Loss: (a) with respect to each Liquidated Mortgage Loan, an
-------------
amount equal to (i) the unpaid principal balance of such Mortgage Loan as
of the date of liquidation, plus (ii) interest at the applicable Net
Mortgage Rate from the date as to which interest was last paid up to the
last day of the month of such liquidation, minus (iii) Liquidation
Proceeds received, net of amounts that are reimbursable to the Servicer
with respect to such Mortgage Loan (other than Advances of principal and
interest) including expenses of liquidation, and (b) with respect to each
Mortgage Loan that has become the subject of a Deficient Valuation, the
difference between the unpaid principal balance of such Mortgage Loan
immediately prior to such Deficient Valuation and the unpaid principal
balance of such Mortgage Loan as reduced by the Deficient Valuation. In
determining whether a Realized Loss is a Realized Loss of interest or
principal, Liquidation Proceeds shall be allocated, first, to payment of
expenses related to such Liquidated Mortgage Loan, then to accrued unpaid
interest and finally to reduce the principal balance of the Mortgage Loan.
Recognition Agreement: With respect to any Cooperative Loan, an
---------------------
agreement between the Cooperative Corporation and the originator of such
Mortgage Loan to establish the rights of such originator in the
Cooperative Property.
Record Date: With respect to any Distribution Date, the close of
-----------
business on the last Business Day of the month immediately preceding the
month in which such Distribution Date occurs.
Redemption Certificate: Any Class 1-A3 Certificate.
----------------------
Reference Banks: As defined in Section 4.05.
---------------
Relief Act Reduction: With respect to any Mortgage Loan as to which
--------------------
there has been a reduction in the amount of interest collectible thereon
as a result of applicable of the Solders' and Sailors' Civil Relief Act of
1940, as amended, any amount by which interest collectible on such
Mortgage Loan for the Due Date in the related Collection Period is less
than interest accrued thereon for the applicable one-month period at the
Mortgage Rate without giving effect to such reduction.
REMIC: Each pool of assets in the Trust Fund designated as a REMIC
-----
pursuant to Section 10.01(a) hereof.
REMIC Provisions: The provisions of the federal income tax law
-----
relating to real estate mortgage investment conduits, which appear at
sections 860A through 86OG of Subchapter M of Chapter 1 of the Code, and
related provisions, and regulations, including proposed regulations and
rulings, and administrative pronouncements promulgated thereunder, as the
foregoing may be in effect from time to time.
Remittance Date: The day in each month on which Servicer is required
---------------
to remit payments to the account maintained by the Trustee, which shall be
the 18th day of each month (or the first Business Day immediately
preceding, if such 18th day is not a Business Day).
REO Property: A Mortgaged Property acquired by the Trust Fund
------------
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan or otherwise treated as having been acquired
pursuant to the REMIC Provisions.
Reserve Interest Rate: As defined in Section 4.05.
---------------------
Residual Certificate: Any Class R1 or Class R2 Certificate.
--------------------
Responsible Officer: When used with respect to the Trustee, any Vice
-------------------
President, Assistant Vice President, the Secretary, any assistant
secretary, the Treasurer, or any assistant treasurer, working in its
corporate trust department, or any other officer of the Trustee to whom a
matter is referred because of such officer's knowledge of and familiarity
with the particular subject.
Restricted Certificate: Any Class B4, Class B5 or Class B6
----------------------
Certificate.
S&P: Standard & Poor's Rating Services, a division of the
---
McGraw-Hill Companies, Inc., or any successor in interest.
Sale and Servicing Agreement: The Sale and Servicing Agreement among
----------------------------
Household, the Servicer and Lehman Capital, dated as of November 1, 1996,
attached hereto as Exhibit E.
Scheduled Amount: As to any Distribution Date and any Class of
----------------
Scheduled Certificates and any Scheduled Component, the amount designated
as such for such Distribution Date and such Class or Component as set
forth in the Principal Amount Schedules.
Scheduled Certificate: None.
---------------------
Scheduled Component: None.
-------------------
Scheduled Payment: Each scheduled payment of principal and interest
-----------------
(or of interest only, if applicable) to be paid by the Mortgagor on a
Mortgage Loan, as reduced (except where otherwise specified herein) by the
amount of any related Debt Service Reduction (excluding all amounts of
principal and interest that were due on or before the Cut-off Date
whenever received) and, in the case of an REO Property, an amount
equivalent to the Scheduled Payment that would have been due on the
related Mortgage Loan if such Mortgage Loan had remained in existence.
Scheduled Principal Amount: As to any Distribution Date, an amount
-------------------------------
equal to the amount described in clause (i)(b) of the definition of Senior
Principal Distribution Amount for Group 1.
Scheduled Principal Balance: (i) with respect to any Mortgage Loan
---------------------------
as of any Distribution Date, the principal balance of such Mortgage Loan
at the close of business on the Cut-off Date, after giving effect to
principal payments due on or before the Cut-off Date, whether or not
received, less an amount equal to principal payments due after the Cut-off
Date and on or before the Due Date the related Due Period, 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).
Security Agreement: With respect to any Cooperative Loan, the
------------------
agreement between the owner of the related Cooperative Shares and the
Originator of the related Mortgage Note that defines the terms of the
security interest in such Cooperative Shares and the related Proprietary
Lease.
Senior Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3, Class 1
------------------
A4, Class 1-A5, Class 1-AP, Class 1-AX, Class 2-A, Class 3-A1, Class 3-A2,
Class R1 or Class R2 Certificates.
Senior Percentage: With respect to each Certificate Group and any
-----------------
Distribution Date, the percentage equivalent of the fraction, the
numerator of which is the aggregate Certificate Principal Amount of the
related Senior Certificates (other than, in the case of Group 1, the Class
1-AP Certificates) immediately prior to such date and the denominator of
which is the sum of the aggregate Certificate Principal Amount of all
Classes of related Certificates (other than, in the case of Group 1, the
Class 1-AP Certificates) and the Component Principal Amount of the related
Components, in each case, prior to such date.
Senior Prepayment Percentage: With respect to each Certificate Group
----------------------------
and any Distribution Date occurring during the five years beginning on the
first Distribution Date, 100%. The Senior Prepayment Percentage for each
Certificate Group and any Distribution Date occurring on or after the
fifth anniversary of the first Distribution Date will be the related
Senior Percentage plus the following percentage of the related 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 subsequent Distribution Date, 0%; provided, however, that if on any of
the foregoing Distribution Dates the Senior Percentage for any Certificate
Group exceeds the initial Senior Percentage for such Certificate Group,
the Senior Prepayment Percentage for each Certificate Group 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 for
any Certificate Group below the level in effect for the most recent prior
period set forth in the paragraph above shall be effective on any
Distribution Date if, as of the first Distribution Date as to which any
such decrease applies, (i) the average outstanding principal balance on
such Distribution Date and for the preceding five Distribution Dates of
all Mortgage Loans that 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) is greater than or equal
to 50% of the aggregate of the Class Certificate Principal Amounts of the
Subordinate Certificates immediately prior to such Distribution Date or
(ii) cumulative Realized Losses with respect to the Mortgage Loans exceed
(a) with respect to the Distribution Date on the fifth anniversary of the
first Distribution Date, 30% of the aggregate of the Original Subordinate
Principal Amount, (b) with respect to the Distribution Date on the sixth
anniversary of the first Distribution Date, 35% of the Original
Subordinate Principal Amount, (c) with respect to the Distribution Date on
the seventh anniversary of the first Distribution Date, 40% of the
Original Subordinate Principal Amount, (d) with respect to the
Distribution Date on the eighth anniversary of the first Distribution
Date, 45% of the Original Subordinate Principal Amount, and (e) with
respect to the Distribution Date on the ninth anniversary of the first
Distribution Date, 50% of the Original Subordinate Principal Amount.
Senior Principal Adjustment Amount: As to any Distribution Date and
----------------------------------
each Undercollateralized Group, the sum of the applicable Diversion
Fraction of the Senior Principal Distribution Amount for each
Overcollateralized Group, except that for purposes of calculating such
amount, all references to Senior Percentage and Senior Prepayment
Percentage in the definition of Senior Principal Distribution Amount shall
be to the Senior Percentage and the Senior Prepayment Percentage,
respectively, of such Undercollateralized Group.
Senior Principal Distribution Amount: For any Distribution Date and
------------------------------------
each Certificate Group, the sum of the following amounts:
(i) the product of (a) the related Senior Percentage for such
date and (b) the principal portion (multiplied by the applicable Non-AP
Percentage, in the case of Pool 1) of each Scheduled Payment (without
giving effect to any Debt Service Reduction occurring prior to the
Bankruptcy Coverage Termination Date) on a Mortgage Loan in the related
Mortgage Pool due during the related Due Period;
(ii) the product of (a) the related Senior Prepayment Percentage
for such date and (b) each of the following amounts (multiplied by the
applicable Non-AP Percentage, in the case of Pool 1): (1) each Principal
Prepayment on the Mortgage Loans in the related Mortgage Pool collected
during the related Prepayment Period, (2) each other unscheduled
collection, including Insurance Proceeds and Liquidation Proceeds (other
than with respect to any Mortgage Loan in the related Mortgage Pool 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 in the related Mortgage Pool (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 in the related Mortgage Pool that was
finally liquidated during the related Prepayment Period, the lesser of (a)
the related net Liquidation Proceeds allocable to principal (multiplied by
the applicable Non-AP Percentage, in the case of Pool 1) and (b) the
product of the related Senior Prepayment Percentage for such date and the
Scheduled Principal Balance (multiplied by the applicable Non-AP
Percentage, in the case of Pool 1) 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;
provided, that on any Cross-Collateralization Date the Senior Principal
Distribution Amount for each Undercollateralized Group will be increased,
and the Senior Principal Distribution Amount for each Overcollateralized
Group will be decreased, by the applicable Senior Principal Adjustment
Amount (or the applicable portion thereof) for such date.
Servicer: Fleet Mortgage Corp., as servicer under the Sale and
--------
Servicing Agreement, or any successor in interest.
Servicing Advance: As defined in the Sale and Servicing Agreement.
-----------------
Servicing Fee: As defined in the Sale and Servicing Agreement.
-------------
Servicing Fee Rate: 0.25% per annum.
------------------
Special Hazard Loss: With respect to the Mortgage Loans, (x) any
-------------------
Realized Loss arising out of any direct physical loss or damage to a
Mortgaged Property which is caused by or results from any cause, exclusive
of any loss covered by a hazard policy or a flood insurance policy
required to be maintained in respect of such Mortgaged Property and any
loss caused by or resulting from (i) normal wear and tear, (ii) conversion
or other dishonest act on the part of the Trustee, the Servicer or any of
their agents or employees, or (iii) errors in design, faulty workmanship
or faulty materials, unless the collapse of the property or a part thereof
ensues, or (y) any Realized Loss arising from or related to the presence
or suspected presence of hazardous wastes, or hazardous substances on a
Mortgaged Property unless such loss is covered by a hazard policy or flood
insurance policy required to be maintained in respect of such Mortgaged
Property.
Special Hazard Loss Limit: As of the Cut-off Date, $2,445,541, which
-------------------------
amount shall be reduced from time to time to an amount equal on any
Distribution Date to the lesser of (a) the greatest of (i) 1% of the
aggregate of the Scheduled Principal Balances of the Mortgage Loans; (ii)
twice the Scheduled Principal Balance of the Mortgage Loan having the
highest Scheduled Principal Balance, and (iii) the aggregate Scheduled
Principal Balances of the Mortgage Loans secured by Mortgaged Properties
located in the single California postal zip code area having the highest
aggregate Scheduled Principal Balance of Mortgage Loans of any such postal
zip code area and (b) the Special Hazard Loss Limit as of the Closing Date
less the amount of Special Hazard Losses incurred since the Closing Date.
Startup Day: The day designated as such pursuant to Section 10.0l(b)
-----------
hereof.
Subordinate Certificate: Any Class B Certificate.
-----------------------
Subordinate Certificate Writedown Amount: As to any Distribution
----------------------------------------
Date, the amount by which (i) the sum of the Class Certificate Principal
Amounts of all the Certificates (after giving effect to the distribution
of principal and the application of Realized Losses in reduction of the
Certificate Principal Amounts of the related Certificates on such
Distribution Date) exceeds (ii) the aggregate Scheduled Principal Balance
of the Mortgage Loans on the first day of the month of such Distribution
Date.
Subordinate Class Percentage: With respect to any Distribution Date
----------------------------
and any Class of Subordinate Certificates or any Component, the percentage
obtained by dividing the Class Certificate Principal Amount of such Class
or the Component Principal Amount of such Component immediately prior to
such Distribution Date by the sum of the Certificate Principal Amounts of
all Subordinate Certificates and the Component Principal Amounts of all
Components in the related Certificate Group immediately prior to such
date.
Subordinate Percentage: With respect to any Distribution Date and
----------------------
each Certificate Group, the difference between 100% and the related Senior
Percentage for such Distribution Date.
Subordinate Prepayment Percentage: With respect to any Distribution
---------------------------------
Date and each Certificate Group, the difference between 100% and the
related Senior Prepayment Percentage for such Distribution Date.
Subordinate Principal Adjustment Amount: As to any Distribution Date
---------------------------------------
and each Undercollateralized Group, the sum of the applicable Diversion
Fraction of the Subordinate Principal Distribution Amount for each
Overcollateralized Group, except that for purposes of calculating such
amount, all references to Subordinate Percentage and Subordinate
Prepayment Percentage in the definition of Subordinate Principal
Distribution Amount shall be to the Subordinate Percentage and Subordinate
Prepayment Percentage, respectively, of such Undercollateralized Group.
Subordinate Principal Distribution Amount: For any Distribution Date
-----------------------------------------
and each Certificate Group, the sum of the following:
(i) the product of (a) the related Subordinate Percentage for
such date and (b) the principal portion (multiplied by the applicable Non-
AP Percentage, in the case of Pool 1) of each Scheduled Payment (without
giving effect to any Debt Service Reduction occurring prior to the
Bankruptcy Coverage Termination Date) on a Mortgage Loan in the related
Mortgage Pool due during the related Due Period;
(ii) the product of (a) the related Subordinate Prepayment
Percentage for such date and (b) each of the following amounts (multiplied
by the applicable Non-AP Percentage, in the case of Pool 1): (1) each
Principal Prepayment on the Mortgage Loans in the related Mortgage Pool
collected during the related Prepayment Period, (2) each other unscheduled
collection, including Insurance Proceeds and net Liquidation Proceeds
(other than with respect to any Mortgage Loan in the related Mortgage Pool
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 in the related Mortgage Pool (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 in the related Mortgage Pool that was
finally liquidated during the related Prepayment Period, the related net
Liquidation Proceeds allocable to principal (multiplied by the applicable
Non-AP Percentage, in the case of Pool 1), less any related amount paid
pursuant to subsection (iii) of the definition of Senior Principal
Distribution Amount for the related Certificate Group; and
(iv) any amounts described in clauses (i) through (iii) for any
previous Distribution Date that remain unpaid;
provided, that on any Cross-Collateralization Date the Subordinate
Principal Distribution Amount for each Undercollateralized Group will be
increased, and the Subordinate Principal Distribution Amount for the
Overcollateralized Group will be decreased, by the applicable Subordinate
Principal Adjustment Amount (or the applicable portion thereof) for such
date.
Tax Matters Person: "Tax matters person" as defined in the REMIC
------------------
Provisions.
Termination Price: As defined in Section 7.01 hereof.
-----------------
Title Insurance Policy: A title insurance policy maintained with
----------------------
respect to a Mortgage Loan.
Trust Fund: The corpus of the trust created pursuant to this
----------
Agreement, consisting of the Mortgage Loans, the assignment of the
Depositor's rights under the Sale and Servicing Agreement, such amounts as
shall from time to time be held in the Certificate Account, the Insurance
Policies, any REO Property, the Class 1-A3 Policy and the other items
referred to in, and conveyed to the Trustee under, Section 2.01(a).
Trustee: First Bank National Association, or any successor in
-------
interest, or if any successor trustee or any co-trustee shall be appointed
as herein provided, then such successor trustee and such co-trustee, as
the case may be.
Trustee Fee: None. (The Trustee's compensation is described in
-----------
Section 4.04(c).)
Undercollateralization Amount: As to any Distribution Date and any
-----------------------------
Certificate Group, the excess, if any, of the sum of the Class Certificate
Principal Amounts and Component Principal Amounts of the Classes and
Components of such Certificate Group immediately prior to such
Distribution Date over the aggregate of the Scheduled Principal Balances
of the Mortgage Loans in the related Mortgage Pool as of the first day of
the month of such Distribution Date.
Undercollateralization Percentage: As to any Distribution Date and
---------------------------------
Undercollateralized Group, the fraction, expressed as a percentage, the
numerator of which is the Undercollateralization Amount for such
Certificate Group and such Distribution Date and the denominator of which
is the sum of the Class Certificate Principal Amounts and the Component
Principal Amounts of the Classes and Components of such
Undercollateralized Group immediately prior to such Distribution Date.
Undercollateralized Group: At any time of determination, any
-------------------------
Certificate Group for which an Undercollateralization Amount greater than
zero is calculated.
Undercollateralized Mortgage Pool: Each Mortgage Pool relating to an
---------------------------------
Undercollateralized Group.
Unscheduled Principal Amount: As to any Distribution Date, the sum
----------------------------
of the amounts described in clauses (ii)(b) and (iii) (without regard to
the reference in clause (iii) to the "Senior Prepayment Percentage") of
the definition of Senior Principal Distribution Amount.
Upper Tier REMIC: One of the two separate REMICs comprising the
----------------
Trust Fund, the assets of which consist of the Lower Tier Interests.
Voting Interests: The portion of the voting rights of all the
----------------
Certificates that is allocated to any Certificate for purposes of the
voting provisions of this Agreement. At all times during the term of this
Agreement, 98% of all Voting Interests shall be allocated to the
Certificates other than the Class 1-A4 and 1-AX Certificates, 1% of all
Voting Interests shall be allocated to the Class 1-A4 Certificates, and 1%
of all Voting Interests shall be allocated to the Class 1-AX Certificates.
Voting Interests allocated to the Class 1-A4 Certificates shall be
allocated among the Certificates of such Class in proportion to their
Notional Amounts. Voting Interests allocated to the Class 1-AX
Certificates shall be allocated among the Certificates of such Class in
proportion to their Percentage Interests. Voting Interests shall be
allocated among the other Classes of Certificates (and among the
Certificates within each such Class) in proportion to their Class
Certificate Principal Amounts (or Certificate Principal Amounts).
Weighted Average Rate: As to any Distribution Date, the per annum
---------------------
variable rate equal to the weighted average of the Net Mortgage Rates of
the Mortgage Loans as of the first day of the related Interest Accrual
Period.
Section 1.02. Calculations Respecting Mortgage Loans. Calculations
--------------------------------------
required to be made pursuant to this Agreement with respect to any
Mortgage Loan in the Trust Fund shall be made based upon current
information as to the terms of the Mortgage Loans and reports of payments
received from the Mortgagor on such Mortgage Loans and payments to be made
to the Trustee as supplied to the Trustee by the Servicer. The Trustee
shall not be required to recompute, verify or recalculate the information
supplied to it by the Servicer.
Section 1.03. Calculations Respecting Accrued Interest. Accrued
----------------------------------------
interest, if any, on any Certificate shall be calculated based upon a
360-day year consisting of twelve 30-day months.
ARTICLE II
DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES
Section 2.01. Creation and Declaration of Trust Fund; Conveyance of
-----------------------------------------------------
Mortgage Loans. (a) Concurrently with the execution and delivery of this
--------------
Agreement, the Depositor does hereby transfer, assign, set over, deposit
with and otherwise convey to the Trustee, without recourse, in trust, all
the right, title and interest of the Depositor in and to the Mortgage
Loans. Such conveyance includes, without limitation, the right to all
distributions of principal and interest due with respect to the Mortgage
Loans after the Cut-off Date, together with all of the
Depositor's right, title and interest in and to the Certificate Account
and all amounts from time to time credited to and the proceeds of the
Certificate Account, any REO Property, the Depositor's rights under any
Insurance Policies related to the Mortgage Loans, and the Depositor's
security interest in any collateral pledged to secure the Mortgage Loans,
including the Mortgaged Properties and any Additional Collateral, to have
and to hold, in trust; and the Trustee declares that, subject to the
review provided for in the Sale and Servicing Agreement, it has received
and shall hold the Trust Fund, as trustee, in trust, for the benefit and
use of the Holders of the Certificates and for the purposes and subject to
the terms and conditions set forth in this Agreement, and, concurrently
with such receipt, has caused to be executed, authenticated and delivered
to or upon the order of the Depositor, in exchange for the Trust Fund,
Certificates in the authorized denominations evidencing the entire
ownership of the Trust Fund. In addition, the Depositor has caused
Financial Security to deliver the Class 1-A3 Policy to the Trustee.
Concurrently with the execution and delivery of this agreement, the
Depositor does hereby assign to the Trustee all of its rights and interest
under the Mortgage Loan Sale and Assignment Agreement, which include all
of the Depositor's rights and interests under the Sale and Servicing
Agreement (but which do not include the rights of Lehman Capital under
Section 11.13 thereof), and delegates its obligations under the Mortgage
Loan Sale and Assignment Agreement, which include the obligations of the
Depositor under the Sale and Servicing Agreement, (which rights and
interests have been assigned and which obligations have been delegated to
the Depositor by Lehman Capital pursuant to the Mortgage Loan Sale and
Assignment Agreement), to the Trustee. The Trustee hereby accepts such
assignment and delegation, and shall be entitled to exercise all such
rights of the Depositor under the Mortgage Loan Sale and Assignment
Agreement and the Sale and Servicing Agreement as if, for such purpose, it
were the Depositor.
(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 documents or instruments with respect
to each Mortgage Loan (each a "Mortgage File") so transferred and assigned
as are specified in the Sale and Servicing Agreement.
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 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) For Mortgage Loans (if any) that have been prepaid in full after
the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of
delivering the above-referenced documents, herewith delivers or causes to
be delivered 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 Custodial Account
maintained by the Servicer pursuant to the Sale and Servicing Agreement
have been so deposited.
Section 2.02. Acceptance of Trust Fund by Trustee: Review of
----------------------------------------------
Documentation for Trust Fund. (a) The Trustee, by execution and delivery
----------------------------
hereof, acknowledges receipt of the Mortgage Files pertaining to the
Mortgage Loans listed on the Mortgage Loan Schedule, subject to the
Trustee's review thereof in its capacity as designee of the Purchaser
under the Sale and Servicing Agreement. The Trustee executed and
delivered as of November 13, 1996, an initial certification (the "Initial
Certification") certifying as to its receipt of the documents required to
be delivered pursuant to the Sale and Servicing Agreement and identifying
any defects in such documents, and delivered such certification to the
Depositor and to Household. Pursuant to Section 3.04 of the Sale and
Servicing Agreement, Household is obligated to cure any Material Defect
(as defined in the Sale and Servicing Agreement) identified in such
Initial Certification, or to repurchase the related Mortgage Loan, within
90 days of receipt of such Initial Certification or other notice of such
Material Defects.
(b) 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.
(c) Nothing in this Agreement shall be construed to constitute an
assumption by the Trust Fund, the Trustee or the Certificateholders of any
unsatisfied duty, claim or other liability on any Mortgage Loan or to any
Mortgagor.
Section 2.03. Representations and Warranties of the Depositor. (a)
-----------------------------------------------
The Depositor hereby represents and warrants to the Trustee that:
(i) 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;
(ii) 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;
(iii) 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;
(iv) 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;
(v) there are no actions, suits or proceedings pending or, to
the knowledge of the Depositor, threatened or likely to be asserted
against or affecting the Depositor, before or by any court, administrative
agency, arbitrator or governmental body (A) with respect to any of the
transactions contemplated by this Agreement or (B) with respect to any
other matter which in the judgment of the Depositor will be determined
adversely to the Depositor and will if determined adversely to the
Depositor materially and adversely affect it or its business, assets,
operations or condition, financial or otherwise, or adversely
affect its ability to perform its obligations under this Agreement;
(b) The representations and warranties of Household with respect to
the Mortgage Loans in Section 3.03 of the Sale and Servicing Agreement,
which have been assigned to the Trustee hereunder, were made as of
November 13, 1996. To the extent that any fact, condition or event with
respect to a Mortgage Loan constitutes a breach of both (i) a
representation or warranty of Household under the Sale and Servicing
Agreement and (ii) a representation or warranty of Lehman Capital under
the Mortgage Loan Sale and Assignment Agreement, the only right or remedy
of the Trustee or of any Certificateholder shall be the Trustee's right to
enforce the obligations of Household under any applicable representation
or warranty made by it. The Trustee acknowledges and agrees that the
representations and warranties of Lehman Capital in Section 1.04 of the
Mortgage Loan Sale and Assignment Agreement are applicable only to facts
or conditions that arise or events that occur subsequent to November 13,
1996, and which do not constitute a breach of any representation or
warranty made by Household in Section 3.03 of the Sale and Servicing
Agreement. The Trustee acknowledges that Lehman Capital shall have no
obligation or liability with respect to any breach of a representation or
warranty made by it with respect to the Mortgage Loans if the fact,
condition or event constituting such breach also constitutes a breach of a
representation or warranty made by Household in Section 3.03 of the Sale
and Servicing Agreement, without regard to whether Household fulfills its
contractual obligations in respect of such representation or warranty.
The Trustee further acknowledges that the Depositor shall have no
obligation or liability with respect to any breach of any representation
or warranty with respect to the Mortgage Loans under any circumstances.
Section 2.04. Discovery of Breach. It is understood and agreed that
-------------------
the representations and warranties set forth in Section 2.03 survive
delivery of the Mortgage Files and the Assignment of Mortgage of each
Mortgage Loan to the Trustee and shall continue throughout the term of
this Agreement. Upon discovery by either the Depositor or the Trustee of
a breach of any of the foregoing representations and warranties that
adversely and materially affects the value of the related Mortgage Loan
and that does not constitute a breach of any representation or warranty of
Household under Section 3.03 of the Sale and Servicing Agreement or of
Lehman Capital under the Mortgage Loan Sale and Assignment Agreement, the
party discovering such breach shall give prompt written notice to the
other party. Within 90 days of the discovery of such a breach with
respect to the representations and warranties given to the
Trustee, the Depositor shall either (a) cure such breach in all material
respects, (b) repurchase such Mortgage Loan or any property acquired in
respect thereof from the Trustee at the Purchase Price or (c) within the
two year period following the Closing Date, substitute a Qualifying
Substitute Mortgage Loan for the affected Mortgage Loan.
Section 2.05. Repurchase, Purchase or Substitution of Mortgage
------------------------------------------------
Loans. (a) With respect to any Mortgage Loan repurchased by the
-----
Depositor pursuant to this Article II, by Household pursuant to the Sale
and Servicing Agreement or by Lehman Capital pursuant to the Mortgage Loan
Sale and Assignment 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
Certificate 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, and the
Trustee shall have no further responsibility with respect to the Mortgage
File relating to such Deleted Mortgage Loan.
(b) With respect to each Qualifying Substitute Mortgage Loan to be
delivered to the Trustee pursuant to the terms of this Article II in
exchange for a Deleted Mortgage Loan: (i) the Depositor must deliver to
the Trustee the Mortgage File for the Qualifying Substitute Mortgage Loan
containing the documents set forth in Section 2.01(b) along with a written
certification certifying as to the delivery of such Mortgage File and
containing the granting language set forth in Section 2.01(a); and (ii)
the Depositor will be deemed to have made each of the representations and
warranties set forth in Section 2.03(f). As soon as practicable after the
delivery of any Qualifying Substitute Mortgage Loan hereunder, the Trustee
shall cause the Assignment of Mortgage with respect to such Qualifying
Substitute Mortgage Loan to be recorded if required pursuant to the first
sentence of Section 2.01(c).
(c) Notwithstanding any other provision of this Agreement, the right
to substitute Mortgage Loans pursuant to this Article II shall be subject
to the additional limitations that no substitution of a Qualifying
Substitute Mortgage Loan for a Deleted Mortgage Loan shall be made unless
the Trustee has received an Opinion of Counsel (at the expense of the party
seeking to make the substitution) that, under current law, such substitution
will not (A) affect adversely the status of any REMIC established hereunder
as a REMIC, or of the related "regular interests" as "regular interests" in
any such REMIC, or (B) cause any such REMIC to engage in a "prohibited
transaction" or prohibited contribution pursuant to the REMIC Provisions.
Section 2.06. Grant Clause. It is intended that the conveyance of
------------
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 3.01. The Certificates. (a) The Certificates shall be
----------------
issuable in registered form only. The Book-Entry Certificates will be
evidenced by one or more certificates, beneficial ownership of which will
be held in the dollar denominations in Certificate Principal Amount or
Notional Amount, as applicable, specified in this paragraph. Each Class
of Book-Entry Certificates, other than the Class 1-A3 Certificates, will
be issued in minimum denominations of $100,000 in Certificate Principal
Amount and in integral multiples of $1 in excess thereof. The Class 1-A3
Certificates will be issued in minimum denominations of $1,000 in
Certificate Principal Amount and in integral multiplies of $1,000 in
excess thereof. The Class 1-AP Certificates will be issued in definitive,
fully registered form in minimum denominations of $200,000 in Certificate
Principal Amount and in integral multiplies of $1,000 in excess thereof.
Each Class of Subordinate Certificates will be issued in
definitive, fully registered form in minimum denominations of $250,000 (or
the entire Class or, if smaller, the entire Class Certificate Principal
Amount of such Class) in Certificate Principal Amount and in integral
multiples of $1,000 in excess thereof. The Class 1-A4 Certificates will
be issued in definitive, fully registered form in minimum denominations of
$2,500,000 in Notional Amount and in multiples of $1,000,000 in excess
thereof. The Class 1-AX Certificates will be issued in definitive, fully
registered form in minimum Percentage Interests of 20%. Each Residual
Certificate will be issued as a single Certificate and maintained in
definitive, fully registered form in a minimum denomination equal to 100%
of the Percentage Interest of such Class. The Certificates may be issued
in the form of typewritten certificates. One Certificate of each Class of
Certificates other than the Residual Certificates may be issued in any
denomination in excess of the minimum denomination.
(b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by an authorized officer. Each
Certificate shall, on original issue, be authenticated by the Trustee upon
the order of the Depositor upon receipt by the Trustee of the Mortgage
Files described in Section 2.01. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless there
appears on such Certificate a certificate of authentication substantially
in the form provided for herein, executed by an authorized officer of the
Trustee or the Authenticating Agent, if any, by manual signature, and such
certification upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication. At any time and from time to time after the execution and
delivery of this Agreement, the Depositor may deliver Certificates
executed by the Depositor to the Trustee or the Authenticating Agent for
authentication and the Trustee or the Authenticating Agent shall
authenticate and deliver such Certificates as in this Agreement provided
and not otherwise.
Section 3.02. Registration. The Trustee is hereby appointed, and
------------
hereby accepts its appointment as, Certificate Registrar in respect of the
Certificates and shall maintain books for the registration and for the
transfer of Certificates (the "Certificate Register"). The Trustee may
appoint a bank or trust company to act as Certificate Registrar. A
registration book shall be maintained for the Certificates collectively.
The Certificate Registrar may resign or be discharged or removed and a new
successor may be appointed in accordance with the procedures and
requirements set forth in Sections 6.06 and 6.07 hereof with respect to
the resignation, discharge or removal of the Trustee and the appointment
of a successor Trustee. The Certificate Registrar may appoint, by a
written instrument delivered to the Holders, any bank or trust company to
act as co-registrar under such conditions as the Certificate Registrar may
prescribe; provided, however, that the Certificate Registrar shall not be
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relieved of any of its duties or responsibilities hereunder by reason of
such appointment.
Section 3.03. Transfer and Exchange of Certificates. (a) A
-------------------------------------
Certificate (other than Book-Entry Certificates which shall be subject to
Section 3.09 hereof) may be transferred by the Holder thereof only upon
presentation and surrender of such Certificate at the office of the
Certificate Registrar duly endorsed or accompanied by an assignment duly
executed by such Holder or his duly authorized attorney in such form as
shall be satisfactory to the Certificate Registrar. Upon the transfer of
any Certificate in accordance with the preceding sentence, the Trustee
shall execute, and the Trustee or any Authenticating Agent shall
authenticate and deliver to the transferee, one or more new Certificates
of the same Class and evidencing, in the aggregate, the same aggregate
Certificate Principal Amount as the Certificate being transferred. No
service charge shall be made to a Certificateholder for any registration
of transfer of Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any registration of transfer of
Certificates.
(b) A Certificate may be exchanged by the Holder thereof for any
number of new Certificates of the same Class, in authorized denominations,
representing in the aggregate the same Certificate Principal Amount as the
Certificate surrendered, upon surrender of the Certificate to be exchanged
at the office of the Certificate Registrar duly endorsed or accompanied by
a written instrument of transfer duly executed by such Holder or his duly
authorized attorney in such form as is satisfactory to the Certificate
Registrar. Certificates delivered upon any such exchange will evidence
the same obligations, and will be entitled to the same rights and
privileges, as the Certificates surrendered. No service charge shall be
made to a Certificateholder for any exchange of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any
exchange of Certificates. Whenever any Certificates are so surrendered
for exchange, the Trustee shall execute, and the Trustee or the
Authenticating Agent shall authenticate, date and deliver the Certificates
which the Certificateholder making the exchange is entitled to receive.
(c) By acceptance of a Restricted Certificate, whether upon original
issuance or subsequent transfer, each Holder of such a Certificate
acknowledges the restrictions on the transfer of such Certificate set
forth thereon and agrees that it will transfer such a Certificate only as
provided herein.
The following restrictions shall apply with respect to the transfer
and registration of transfer of a Restricted Certificate to a transferee
that takes delivery in the form of a Definitive Certificate:
(i) The Certificate Registrar shall register the transfer of a
Restricted Certificate if the requested transfer is (x) to the Depositor
or the Placement Agent, an affiliate (as defined in Rule 144(a)(1) under
the 1933 Act) of the Depositor or the Placement Agent or (y) being made
to a "qualified institutional buyer" as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Act") by a transferor who has
provided the Trustee with a certificate in the form of Exhibit F hereto;
and
(ii) The Certificate Registrar shall register the transfer of a
Restricted Certificate if the requested transfer is being made to an
"accredited investor" under Rule 501(a)(1), (2), (3) or (7) under the Act
by a transferor who furnishes to the Trustee a letter of the transferee
substantially in the form of Exhibit G 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 H hereto from such transferee or (B) an Opinion of Counsel
satisfactory to the Trustee and the Depositor to the effect that the
purchase and holding of such a Certificate will not constitute or result
in the assets of the Trust Fund being deemed to be "plan assets" subject
to the prohibited transactions provisions of ERISA or Section 4975 of the
Code and will not subject the Trustee or the Depositor to any obligation
in addition to those undertaken in the Agreement; provided, however, that
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the Trustee will not require such certificate or opinion in the event
that, as a result of a change of law or otherwise, counsel satisfactory to
the Trustee has rendered an opinion to the effect that the purchase and
holding of an ERISA-Restricted Certificate by a Plan or a Person that is
purchasing or holding such a Certificate with the assets of a Plan will
not constitute or result in a prohibited transaction under ERISA or
Section 4975 of the Code. The preparation and delivery of the
certificate and opinions referred to above shall not be an expense of the
Trust Fund, the Trustee or the Depositor. Notwithstanding the foregoing,
no opinion or certificate shall be required for the initial issuance of
the ERISA-Restricted Certificates.
(e) As a condition of the registration of transfer or exchange of
any Certificate, the Certificate Registrar may require the certified
taxpayer identification number of the owner of the Certificate and the
payment of a sum sufficient to cover any tax or other governmental charge
imposed in connection therewith; provided, however, that the Certificate
Registrar shall have no obligation to require such payment or to determine
whether or not any such tax or charge may be applicable. No service charge
shall be made to the Certificateholder for any registration, transfer or
exchange of Certificate.
(f) Notwithstanding anything to the contrary contained herein, no
Residual Certificate may be owned, pledged or transferred, directly or
indirectly, by or to a Disqualified Organization.
Prior to and as a condition of the registration of any transfer, sale
or other disposition of a Residual Certificate, the proposed transferee
shall deliver to the Trustee an affidavit in substantially the form
attached hereto as Exhibit D-1 representing and warranting, among other
things, that such transferee is neither a Disqualified Organization nor an
agent or nominee acting on behalf of a Disqualified Organization (any such
transferee, a "Permitted Transferee"), and the proposed transferor shall
deliver to the Trustee an affidavit in substantially the form attached
hereto as Exhibit D-2. In addition, the Trustee may (but shall have no
obligation to) require, prior to and as a condition of any such transfer,
the delivery by the proposed transferee of an Opinion of Counsel,
addressed to the Depositor and the Trustee satisfactory in form and
substance to the Depositor, that such proposed transferee or, if the
proposed transferee is an agent or nominee, the proposed beneficial owner,
is not a Disqualified Organization. Notwithstanding the registration in
the Certificate Register of any transfer, sale, or other disposition of a
Residual Certificate to a Disqualified Organization or an agent or nominee
acting on behalf of a Disqualified Organization, such registration shall
be deemed to be of no legal force or effect whatsoever and such
Disqualified Organization (or such agent or nominee) shall not be deemed
to be a Certificateholder for any purpose hereunder, including, but not
limited to, the receipt of distributions on such Residual Certificate.
The Trustee shall not be under any liability to any person for any
registration or transfer of a Residual Certificate to a Disqualified
Organization or for the maturity of any payments due on such Residual
Certificate to the Holder thereof or for taking any other action with
respect to such Holder under the provisions of the Agreement, so long as
the transfer was effected in accordance with this Section 3.03(f), unless
the Trustee shall have actual knowledge at the time of such transfer or
the time of such payment or other action that the transferee is a
Disqualified Organization (or an agent or nominee thereof). The Trustee
shall be entitled to recover from any Holder of a Residual Certificate
that was a Disqualified Organization (or an agent or nominee thereof) at
the time it became a Holder or any subsequent time it became a
Disqualified Organization all payments made on such Residual Certificate
at and after either such times (and all costs and expenses, including but
not limited to attorneys' fees, incurred in connection therewith). Any
payment (not including any such costs and expenses) so recovered by the
Trustee shall be paid and delivered to the last preceding Holder of such
Residual Certificate.
If any purported transferee shall become a registered Holder of a
Residual Certificate in violation of the provisions of this Section
3.03(f), then upon receipt of written notice to the Trustee that the
registration of transfer of such Residual Certificate was not in fact
permitted by this Section 3.03(f), the last preceding Permitted Transferee
shall be restored to all rights as Holder thereof retroactive to the date
of such registration of transfer of such Residual Certificate. The
Trustee shall be under no liability to any Person for any registration of
transfer of a Residual Certificate that is in fact not permitted by this
Section 3.03(f), for making any payment due on such Certificate to the
registered Holder thereof or for taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer
was registered upon receipt of the affidavit described in the preceding
paragraph of this Section 3.03(f).
(g) Each Holder of a Residual Certificate, by such Holder's
acceptance thereof, shall be deemed for all purposes to have consented to
the provisions of this section.
Section 3.04. Cancellation of Certificates. Any Certificate
----------------------------
surrendered for registration of transfer or exchange shall be cancelled
and retained in accordance with normal retention policies with respect to
cancelled certificates maintained by the Trustee or the Certificate
Registrar.
Section 3.05. Replacement of Certificates. If (i) any Certificate
---------------------------
is mutilated and is surrendered to the Trustee or any Authenticating Agent
or (ii) the Trustee or any Authenticating Agent receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and
there is delivered to the Trustee or the Authenticating Agent such
security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Depositor and any
Authenticating Agent that such destroyed, lost or stolen Certificate has
been acquired by a bona fide purchaser, the Trustee shall execute and the
Trustee or any Authenticating Agent shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and Certificate Principal
Amount. Upon the issuance of any new Certificate under this Section 3.05,
the Trustee and Authenticating Agent may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee or the Authenticating Agent)
connected therewith. Any replacement Certificate issued pursuant to this
Section 3.05 shall constitute complete and indefeasible evidence of
ownership in the applicable Trust Fund, as if originally issued, whether
or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 3.06. Persons Deemed Owners. Subject to the provisions of
---------------------
Section 3.09 with respect to Book-Entry Certificates, the Depositor, the
Trustee, the Certificate Registrar and any agent of any of them may treat
the Person in whose name any Certificate is registered upon the books of
the Certificate Registrar as the owner of such Certificate for the purpose
of receiving distributions pursuant to Sections 5.01 and 5.02 and for all
other purposes whatsoever, and neither the Depositor, the Trustee, the
Certificate Registrar nor any agent of any of them shall be affected by
notice to the contrary.
Section 3.07. Temporary Certificates. (a) Pending the preparation
----------------------
of definitive Certificates, upon the order of the Depositor, the Trustee
shall execute and shall authenticate and deliver temporary Certificates
that are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of
the definitive Certificates in lieu of which they are issued and with such
variations as the authorized officers executing such Certificates may
determine, as evidenced by their execution of such Certificates.
(b) If temporary Certificates are issued, the Depositor will cause
definitive Certificates to be prepared without unreasonable delay. After
the preparation of definitive Certificates, the temporary Certificates
shall be exchangeable for definitive Certificates upon surrender of the
temporary Certificates at the office or agency of the Trustee without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Certificates, the Trustee shall execute and authenticate and
deliver in exchange therefor a like aggregate Certificate Principal Amount
of definitive Certificates of the same Class in the authorized
denominations. Until so exchanged, the temporary Certificates shall in
all respects be entitled to the same benefits under this Agreement as
definitive Certificates of the same Class.
Section 3.08. Appointment of Paying Agent. The Trustee may appoint
---------------------------
a Paying Agent (which may be the Trustee) for the purpose of making
distributions to Certificateholders hereunder. The Trustee shall cause
such Paying Agent to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee that such Paying
Agent will hold all sums held by it for the payment to Certificateholders
in an Eligible Account in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to the
Certificateholders. All funds remitted by the Trustee to any such Paying
Agent for the purpose of making distributions shall be paid to
Certificateholders on each Distribution Date and any amounts not so paid
shall be returned on such Distribution Date to the Trustee. If the Paying
Agent is not the Trustee, the Trustee shall cause to be remitted to the
Paying Agent on or before the Business Day prior to each Distribution
Date, by wire transfer in immediately available funds, the funds to be
distributed on such Distribution Date. Any Paying Agent shall be either a
bank or trust company or otherwise authorized under law to exercise
corporate trust powers.
Section 3.09. Book-Entry Certificates. (a) Each Class of
-----------------------
Book-Entry Certificates, upon original issuance, shall be issued in the
form of one or more typewritten Certificates representing the Book-Entry
Certificates, to be delivered to The Depository Trust Company, the initial
Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry
Certificates shall initially be registered on the Certificate Register in
the name of the nominee of the Clearing Agency, and no Certificate Owner
will receive a definitive certificate representing such Certificate
Owner's interest in the Book-Entry Certificates, except as provided in
Section 3.09(c). Unless Definitive Certificates have been issued to
Certificate Owners of Book-Entry Certificates pursuant to Section 3.09(c):
(i) the provisions of this Section 3.09 shall be in full force
and effect;
(ii) the Depositor, the Paying Agent, the Registrar and the
Trustee may deal with the Clearing Agency for all purposes (including the
making of distributions on the Book-Entry Certificates) as the authorized
representatives of the Certificate Owners and the Clearing Agency shall be
responsible for crediting the amount of such distributions to the accounts
of such Persons entitled thereto, in accordance with the Clearing Agency's
normal procedures;
(iii) to the extent that the provisions of this Section 3.09
conflict with any other provisions of this Agreement, the provisions of
this Section 3.09 shall control; and
(iv) the rights of Certificate Owners shall be exercised only
through the Clearing Agency and the Clearing Agency Participants and shall
be limited to those established by law and agreements between such
Certificate Owners and the Clearing Agency and/or the Clearing Agency
Participants. Unless and until Definitive Certificates are issued
pursuant to Section 3.09(c), the initial Clearing Agency will make
book-entry transfers among the Clearing Agency Participants and receive
and transmit distributions of principal of and interest on the Book-Entry
Certificates to such Clearing Agency Participants.
(b) Whenever notice or other communication to the Certificateholders
is required under this Agreement, unless and until Definitive Certificates
shall have been issued to Certificate Owners pursuant to Section 3.09(c),
the Trustee shall give all such notices and communications specified
herein to be given to Holders of the Book-Entry Certificates to the
Clearing Agency.
(c) If (i)(A) the Depositor advises the Trustee in writing that the
Clearing Agency is no longer willing or able to discharge properly its
responsibilities with respect to the Book-Entry Certificates, and (B) the
Trustee or the Depositor is unable to locate a qualified successor, (ii)
the Depositor, at its option, advises the Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency or
(iii) after the occurrence of an Event of Default, Certificate Owners
representing beneficial interests aggregating not less than 50% of the
Class Certificate Principal Amount of a Class of Book-Entry Certificates
identified as such to the Trustee by an Officer's Certificate from the
Clearing Agency advise the Trustee and the Clearing Agency through the
Clearing Agency Participants in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best
interests of the Certificate Owners of a Class of Book-Entry Certificates,
the Trustee shall notify or cause the Certificate Registrar to notify the
Clearing Agency to effect notification to all Certificate Owners, through
the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting
the same. Upon surrender to the Trustee of the Book-Entry Certificates by
the Clearing Agency, accompanied by registration instructions from the
Clearing Agency for registration, the Trustee shall issue the Definitive
Certificates. Neither the Transferor nor the Trustee shall be liable for
any delay in delivery of such instructions and may conclusively rely on,
and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Certificates all references herein to obligations
imposed upon or to be performed by the Clearing Agency shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable,
with respect to such Definitive Certificates and the Trustee shall
recognize the holders of the Definitive Certificates as Certificateholders
hereunder.
ARTICLE IV
ADMINISTRATION OF THE TRUST FUND
Section 4.01. (Omitted).
Section 4.02. (Omitted).
Section 4.03. Reports to Certificateholders. (a) On each
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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 (and in
respect of any Component), other than any Class of Notional Certificates,
allocable to principal on the Mortgage Loans, including Liquidation
Proceeds and Insurance Proceeds, stating separately the amount
attributable to scheduled principal payments and unscheduled payments in
the nature of principal in each Mortgage Pool;
(ii) the aggregate amount of the distribution to be made on such
Distribution Date to the Holders of each Class of Certificates (other than
any Class of Principal Only Certificates) allocable to interest, including
any Accrual Amount added to the Class Certificate Principal Amount of any
Class of Accrual Certificates;
(iii) the amount, if any, of any distribution to the Holder of
each Class of Residual Certificates;
(iv) the aggregate amount of any Advances in respect of Mortgage
Loans in each Mortgage Pool made by or on behalf of the Servicer (or the
Trustee) included in the amounts actually distributed to the
Certificateholders;
(v) the aggregate Scheduled Principal Balance of the Mortgage
Loans in each Mortgage Pool as of the close of business on the last day of
the related Due Period, after giving effect to payments allocated to
principal reported under clause (i) above;
(vi) the Class Certificate Principal Amount (or Aggregate
Notional Amount) of each Class of Certificates as of such Distribution
Date after giving effect to payments allocated to principal reported under
clause (i) above (and to the addition of any Accrual Amount in the case of
any Class of Accrual Certificates), separately identifying any reduction
of any of the foregoing Certificate Principal Amounts due to Realized
Losses:
(vii) any Realized Losses realized with respect to the Mortgage
Loans (x) in the related Prepayment Period and (y) in the aggregate since
the Cut-off Date, stating separately the amount of Special Hazard Losses,
Fraud Losses and Bankruptcy Losses and the aggregate amount of such
Realized Losses, and the remaining Special Hazard Loss Amount, Fraud Loss
Amount and Bankruptcy Loss Amount;
(viii) the amount of the Servicing Fees paid during the Due Period
to which such distribution relates;
(ix) the number and aggregate Scheduled Principal Balance of
Mortgage Loans in each Mortgage Pool, 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 last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs;
(x) the deemed principal balance of each REO Property in each
Mortgage Pool as of the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution
Date occurs;
(xi) with respect to any Mortgage Loan in any Mortgage Pool 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, and as to each Mortgage Pool, the Scheduled
Principal Balance of each Deleted Mortgage Loan, and of each Qualifying
Substitute Mortgage Loan;
(xiii) the aggregate of any Net Prepayment Interest Shortfalls
allocated to each Class of Certificates on such Distribution Date;
(xiv) the aggregate outstanding Interest Shortfalls, if any, for
each Class of Certificates, after giving effect to the distribution made
on such Distribution Date;
(xv) the Certificate Interest Rate applicable to such
Distribution Date with respect to each Class of Certificates;
(xvi) if applicable, the amount of any shortfall with respect to
each Mortgage Pool (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);
(xvii) any other "loan-level" information for any Mortgage Loans
in each Mortgage Pool that are delinquent three or more months and any REO
Property held by the Trust that is reported by the Servicer to the
Trustee; and
(xviii) any amounts in respect of Guaranteed Distributions paid
under the Class 1-A3 Policy.
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 report summarizing the items provided to Certificateholders
pursuant to Section 4.03(a) on an annual basis as may be required to
enable such Holders to prepare their federal income tax returns. Such
information shall include the amount of original issue discount accrued on
each Class of Certificates and information regarding the expenses of the
Trust Fund.
(d) Not later than two days following each Distribution Date, the
Trustee shall deliver to the Persons designated by the Depositor an
electronic tape, computer diskette or other electronic data transmission
in a format agreed to by the Trustee and the Depositor, containing
complete "loan level" information with respect to the Mortgage Loans as of
the related Determination Date.
Section 4.04. Certificate Account. (a) The Trustee shall establish
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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 day on which, or, if such day is not a Business Day, the
Business Day immediately following the day on which, any monies are
remitted by the Servicer to the Trustee, all such amounts. 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 and
Financial Security pursuant to Article V; and
(iv) to clear and terminate the Certificate Account pursuant to
Section 7.02.
(c) The Trustee shall invest, or cause to be invested, funds held in
the Certificate Account in Eligible Investments (which may be obligations
of the Trustee). All such investments must mature no later than the next
Distribution Date, and shall not be sold or disposed of prior to their
maturity. All such Eligible Investments will be made in the name of the
Trustee (in its capacity as such) or its nominee. All income and gain
realized from any such investment shall be compensation for the Trustee
and shall be subject to its withdrawal on order from time to time. The
amount of any losses incurred in respect of any such investments shall be
paid by the Trustee for deposit in the Certificate Account out of its own
funds immediately as realized.
Section 4.05. Determination of LIBOR. (a) If the outstanding
----------------------
Certificates include any LIBOR Certificates, then on each LIBOR
Determination Date the Trustee shall determine LIBOR
on the basis of the offered LIBOR quotations of the Reference Banks as of
11:00 a.m. London time on such LIBOR Determination Date as follows:
(i) If on any LIBOR Determination Date two or more of the
Reference Banks provide such offered quotations, LIBOR for the next
Interest Accrual Period will be the arithmetic mean of such offered
quotations (rounding such arithmetic mean upwards if necessary to the
nearest whole multiple of 1/16%);
(ii) If on any LIBOR Determination Date only one or none of the
Reference Banks provides such offered quotations, LIBOR for the next
Interest Accrual Period will be whichever is the higher of (x) LIBOR as
determined on the previous LIBOR Determination Date or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be either (A) the rate
per annum which the Trustee determines to be the arithmetic mean (rounding
such arithmetic mean upwards if necessary to the nearest whole multiple of
1/16%) of the one-month Eurodollar lending rates that New York City banks
selected by the Trustee are quoting, on the relevant LIBOR Determination
Date, to the principal London offices of leading banks in the London
interbank market or (B) in the event that the Trustee can determine no
such arithmetic mean, the lowest one-month Eurodollar lending rate that
the New York City banks selected by the Trustee are quoting on such LIBOR
Determination Date to leading European banks; and
(iii) If on any LIBOR Determination Date the Trustee is required
but is unable to determine the Reserve Interest Rate in the manner
provided in paragraph (ii) above, LIBOR for the next Interest Accrual
Period will be LIBOR as determined on the previous LIBOR Determination
Date, or, in the case of the first LIBOR Determination Date, the Initial
LIBOR Rate.
(b) The establishment of LIBOR by the Trustee and the Trustee's
subsequent calculation of the Certificate Interest Rates applicable to the
LIBOR Certificates for the relevant Interest Accrual Period, in the
absence of manifest error, will be final and binding. In all cases, the
Trustee may conclusively rely on quotations of LIBOR for the Reference
Banks as such quotations appear on the display designated "LIUS01M" on the
Bloomberg Financial Markets Commodities News.
(c) As used herein, "Reference Banks" shall mean four leading
banks engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London,
England, (ii) whose quotations appear on the "Bloomberg Screen LIUS01M
Index Page" (as described in the definition of LIBOR hereof) on the
applicable LIBOR Determination Date and (iii) which have been designated as
such by the Trustee and are able and willing to provide such quotations to
the Trustee on each LIBOR Determination Date. The Reference Banks initially
shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust
Company and Bankers Trust Company. If any of the initial Reference Banks
should be removed from the Bloomberg Screen LIUS01M Index Page or in any
other way fail to meet the qualifications of a Reference Bank, the Trustee
shall use its best efforts to designate alternate Reference Banks.
Section 4.06. The Class 1-A3 Reserve Fund. (a) The Trustee shall
---------------------------
establish and maintain the Class 1-A3 Reserve Fund, which shall be an
interest-bearing Eligible Account into which there shall have been
deposited the amount of $2,000 on the Closing Date. No additional funds
will be deposited in the Class 1-A3 Reserve Fund after the Closing Date.
All funds deposited in the Class 1-A3 Reserve Fund, and all interest
earned thereon, shall be held in trust for the benefit of the Holders of
the Class 1-A3 Certificates until withdrawn in accordance with Section
5.02(d). The Class 1-A3 Reserve Fund shall be an "outside reserve fund"
under the REMIC Provisions. Lehman Brothers Inc. will be the beneficial
owner of the Class 1-A3 Reserve Fund for federal income tax purposes.
(b) The Trustee shall from time to time make withdrawals from the
Class 1-A3 Reserve Fund on behalf of the Trust Fund for the following
purposes:
(i) to withdraw from the Class 1-A3 Reserve Fund an amount
equal to the lesser of (a) any Net Prepayment Interest Shortfalls for Pool
1 allocable to the Class 1-A3 Certificates for the related Distribution
Date, and (b) the amount on deposit in the Class 1-A3 Reserve Fund, and
remit such amount to the Certificate Account for distribution to the Class
1-A3 Certificateholders on such Distribution Date; and
(ii) on the earlier of (a) the Distribution Date on which the
Class Certificate Amount of the Class 1-A3 Certificates is reduced to zero
and (b) the termination of this Agreement pursuant to Section 7.01, to
clear and terminate the Class 1-A3 Reserve Fund and to pay all amounts on
deposit therein to Lehman Brothers Inc. at the address supplied by it to
the Trustee for such purpose.
ARTICLE V
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
Section 5.01. Distributions Generally. (a) Subject to Section
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7.01(b) respecting the final distribution on the Certificates, on each
Distribution Date the Trustee or the Paying Agent shall make distributions
in accordance with this Article V. Such distributions shall be made by
check mailed to each Certificateholder's address as it appears on the
Certificate Register of the Certificate Registrar (which shall initially
be the Trustee) or, upon written request made to the Trustee at least
three Business Days prior to the related Distribution Date to any
Certificateholder owning (x) a initial Certificate Principal Amount of at
least $2,500,000, (y) in the case of the Class 1-A4 Certificates, a
Notional Amount of at least $2,500,000, or (z) in the case of the Class 1-
AX Certificates, a Percentage Interest of at least 20%, 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
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final distribution in respect of any Certificate shall be made only upon
presentation and surrender of such Certificate at the Corporate Trust
Office. Wire transfers will be made at the expense of the Holder
requesting such wire transfer by deducting a wire transfer fee from the
related distribution. If the final payment of principal of a Residual
Certificate is made at a time when other Classes of Certificates remain
outstanding, such final payment of principal on such Residual Certificate
will be made only upon presentation of such Certificate at the Corporate
Trust Office of the Trustee for the notation on such Certificate that the
principal amount of such Certificate has been paid in full.
Notwithstanding such final payment of principal of any of the
Certificates, the Residual Certificates will remain outstanding until the
termination of each REMIC and the payment in full of all other amounts due
with respect to the Residual Certificates and at such time such final
payment in retirement of any Residual Certificates will be made only upon
presentation and surrender of such Certificate at the Corporate Trust
Office of the Trustee or at the office of the New York Presenting Agent.
If any payment required to be made on the Certificates is to be made on a
day that is not a Business Day, then such payment will be made on the next
succeeding Business Day.
Payments to Financial Security shall be made by wire transfer of
immediately available funds.
(b) All distributions or allocations made with respect to
Certificateholders within each Class on each Distribution Date shall be
allocated among the outstanding Certificates in such Class equally in
proportion to their respective initial Certificate Principal Amounts (or
initial Notional Amounts).
Section 5.02. Distributions from the Certificate Account. (a) On
------------------------------------------
each Distribution Date the Trustee (or the Paying Agent on behalf of the
Trustee) shall withdraw from the Certificate
Account the Available Distribution Amount with respect to each Mortgage
Pool and shall distribute such amount to Financial Security in payment of
the Aggregate FSA Premium and to the Holders of record of each Class of
Certificates in the related Certificate Group in the following order of
priority:
(i) from the Available Distribution Amount for Pool 1, as long
as no Financial Security Default exists, to Financial Security, the
Aggregate FSA Premium;
(ii) from the Available Distribution Amount for the related
Mortgage Pool, to each Class of Senior Certificates in the related
Certificate Group (other than any Class of Principal Only Certificates),
the Accrued Certificate Interest thereon for such Distribution Date, as
reduced by such Class's pro rata share (determined on the basis of Accrued
Certificate Interest otherwise distributable thereon) of any Net
Prepayment Interest Shortfalls for the related Mortgage Pool for such
Distribution Date; provided, however, that any shortfall in available
amounts shall be allocated among such Classes in the related Certificate
Group in proportion to the amount of Accrued Certificate Interest (as so
reduced) otherwise distributable thereon;
(iii) from the remaining Available Distribution Amount for the
related Mortgage Pool, to each Class of Senior Certificates in the related
Certificate Group (other than any Class of Principal Only Certificates),
any related Interest Shortfall for such Distribution Date; provided,
however, that any shortfall in available amounts shall be allocated among
such Classes in proportion to the Interest Shortfall for each such Class
on such Distribution Date;
(iv) from the remaining Available Distribution Amount for the
related Mortgage Pool, to the Senior Certificates of each Certificate
Group, as follows:
(A) to the Group 1 Senior Certificates other than the
Class 1-A4 and Class 1-AX Certificates, the Senior Principal
Distribution Amount for Pool 1 for such Distribution Date,
in reduction of the Class Certificate Principal Amounts of
the Group 1 Senior Certificates, concurrently as follows:
(1) to the Class 1-A5 Certificates, the Class 1-A5
Priority Amount for such Distribution Date, until the
Class Certificate Principal Amount thereof has been reduced
to zero;
(2) to the Class 1-A1, Class 1-A2, Class 1-A3 and
Class 1-A5 Certificates, the Senior Principal Distribution
Amount for Pool 1 for such Distribution Date less the Class
1-A5 Priority Amount for such date, in the following order
of priority:
first, if such Distribution Date occurs on or
after December 25, 1999, to the Class 1-A3 Certificates,
an amount on such date equal to $8,500, until the Class
Certificate Principal Amount thereof has been reduced
to zero;
second, to the Class 1-A1 Certificates, until the
Class Certificate Principal Amount thereof has been
reduced to zero;
third, to the Class 1-A2 Certificates, until the
Class Certificate Principal Amount thereof has been
reduced to zero;
fourth, to the Class 1-A3 Certificates, until the
Class Certificate Principal Amount thereof has been
reduced to zero; and
fifth, to the Class 1-A5 Certificates, until the
Class Certificate Principal Amount thereof has been
reduced to zero; and
(3) to the Class 1-AP Certificates, the Class 1-AP
Principal Distribution Amount for such Distribution Date,
until the Class Certificate Principal Amount thereof has
been reduced to zero.
(B) to the Class 2-A Certificates, the Senior Principal
Distribution Amount for Pool 2 for such Distribution Date,
in reduction of the Class Certificate Principal Amount thereof,
until the Class Certificate Principal Amount thereof has been
reduced to zero; and
(C) to the Group 3 Senior Certificates, the Senior
Principal Distribution Amount for Pool 3 for such Distribution
Date, in reduction of the Class Certificate Principal Amounts
of the Group 3 Senior Certificates, in the following order of
priority:
first, to the Class 3-A1 Certificates, until the
Class Certificate Principal Amount thereof has
been reduced to zero;
second, to the Class 3-A2 Certificates, until the
Class Certificate Principal Amount thereof has been
reduced to zero; and
third, to the Class R-1 and Class R2 Certificates,
in proportion to their Class Certificate Principal
Amounts, until the Class Certificate Principal
Amounts thereof have been reduced to zero;
(v) from the remaining Available Distribution Amount for Pool
1, to the Class 1-AP Certificates, the Class 1-AP Deferred Amount for such
Distribution Date, up to an amount not to exceed the Subordinate Principal
Distribution Amount for Group 1 for such Distribution Date, until the
Class Certificate Principal Amount of such Class has been reduced to zero;
provided, that any amounts distributed to the Class 1-AP Certificates
pursuant to this clause (v) shall not reduce the Class Certificate
Principal Amount thereof;
(vi) from the remaining Available Distribution Amount for the
related Mortgage Pool, to the Subordinate Certificates or Components of
each Certificate Group, as follows:
(A) to each Component of the Class B1 Certificates and to
the Class 3-B1 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such Component's
or Class's pro rata share (determined on the basis of Accrued
Certificate Interest otherwise distributable thereon) of any Net
Prepayment Interest Shortfalls for the related Mortgage Pool for
such Distribution Date;
(B) to each Component of the Class B1 Certificates and to
the Class 3-B1 Certificates, any Interest Shortfall for such
Component or Class on such Distribution Date;
(C) to each Component of the Class B1 Certificates and to
the Class 3-B1 Certificates, in reduction of the Component
Principal Amount or Class Certificate Principal Amount thereof,
such Component's or Class's Subordinate Class Percentage of the
Subordinate Principal Distribution Amount for the related
Certificate Group for such Distribution Date, except as provided
in Section 5.02(c), until the Component Principal Balance of
each such Component and the Class Certificate Principal Amount
of such Class has been reduced to zero;
(D) to each Component of the Class B2 Certificates and to
the Class 3-B2 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such
Component's or Class's pro rata share (determined on the basis
of Accrued Certificate Interest otherwise distributable thereon)
of any Net Prepayment Interest Shortfalls for the related
Mortgage Pool for such Distribution Date;
(E) to each Component of the Class B2 Certificates and to
the Class 3-B2 Certificates, any Interest Shortfall for such
Component or Class on such Distribution Date;
(F) to each Component of the Class B2 Certificates and to
the Class 3-B2 Certificates, in reduction of the Component
Principal Amount or Class Certificate Principal Amount thereof,
such Component's or Class's Subordinate Class Percentage of the
Subordinate Principal Distribution Amount for the related
Certificate Group for such Distribution Date, except as provided
in Section 5.02(c), until the Component Principal Balance of
each such Component and the Class Certificate Principal Amount
of such Class has been reduced to zero;
(G) to each Component of the Class B3 Certificates and to
the Class 3-B3 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such
Component's or Class's pro rata share (determined on the basis
of Accrued Certificate Interest otherwise distributable thereon)
of any Net Prepayment Interest Shortfalls for the related
Mortgage Pool for such Distribution Date;
(H) to each Component of the Class B3 Certificates and to
the Class 3-B3 Certificates, any Interest Shortfall for such
Component or Class on such Distribution Date;
(I) to each Component of the Class B3 Certificates and to
the Class 3-B3 Certificates, in reduction of the Component
Principal Amount or Class Certificate Principal Amount thereof,
such Component's or Class's Subordinate Class Percentage of the
Subordinate Principal Distribution Amount for the related
Certificate Group for such Distribution Date, except as provided
in Section 5.02(c), until the Component Principal Balance of each
such Component and the Class Certificate Principal Amount of such
Class has been reduced to zero;
(J) to each Component of the Class B4 Certificates, the
Accrued Certificate Interest thereon for such Distribution
Date, as reduced by such Component's pro rata share (determined
on the basis of Accrued Certificate Interest otherwise
distributable thereon) of any Net Prepayment Interest Shortfalls
for the related Mortgage Pool for such Distribution Date;
(K) to each Component of the Class B4 Certificates, any
Interest Shortfall for such Component on such Distribution Date;
(L) to each Component of the Class B4 Certificates, in
reduction of the Component Principal Amount thereof, such
Component's Subordinate Class Percentage of the Subordinate
Principal Distribution Amount for the related Certificate Group
for such Distribution Date, except as provided in Section 5.02(c),
until the Component Principal Balance of each such Component has
been reduced to zero;
(M) to each Component of the Class B5 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
as reduced by such Component's pro rata share (determined on the
basis of Accrued Certificate Interest otherwise distributable
thereon) of any Net Prepayment Interest Shortfalls for the related
Mortgage Pool for such Distribution Date;
(N) to each Component of the Class B5 Certificates, any
Interest Shortfall for such Component on such Distribution Date;
(O) to each Component of the Class B5 Certificates, in
reduction of the Component Principal Amount thereof, such
Component's Subordinate Class Percentage of the Subordinate
Principal Distribution Amount for the related Certificate Group
for such Distribution Date, except as provided in Section 5.02(c),
until the Component Principal Balance of each such Component has
been reduced to zero;
(P) to each Component of the Class B6 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
as reduced by such Component's pro rata share (determined on the
basis of Accrued Certificate Interest otherwise distributable
thereon) of any Net Prepayment Interest Shortfalls for the related
Mortgage Pool for such Distribution Date;
(Q) to each Component of the Class B6 Certificates, any
Interest Shortfall for such Component on such Distribution Date;
and
(R) to each Component of the Class B6 Certificates, in
reduction of the Component Principal Amount thereof, such
Component's Subordinate Class Percentage of the Subordinate
Principal Distribution Amount for such Distribution Date,
except as provided in Section 5.02(c), until the Component
Principal Balance of each such Component has been reduced to zero.
(b) If on any Distribution Date the Class Certificate Principal
Amounts of the Subordinate Certificates and the Component Principal
Amounts of each Component in any Certificate Group have each been reduced
to zero, the Available Distribution Amount with respect to the related
Mortgage Pool remaining after distribution of interest to the related
Senior Certificates on such date shall be distributed among the related
Classes of Senior Certificates pro rata, on the basis of their respective
Class Certificate Principal Amounts immediately prior to such Distribution
Date, regardless of the priorities and amounts set forth in Sections
5.02(a)(iv)(A), (B) and (C).
(c) (i) If on any Distribution Date either the Credit Support
Percentage for any Component of the Class B1 Certificates or for the Class
3-B1 Certificates is less than the Original Credit Support Percentage for
such Class or Component, or the Cross-Collateralization Percentage for
such Class or Component is less than the Original Cross-Collateralization
Percentage for such Class or Component, then, notwithstanding anything to
the contrary in Section 5.02(a), no distribution of amounts described in
clauses (ii) and (iii) of the definition of Subordinate Principal
Distribution Amount for the related Certificate Group will be made on such
Distribution Date in respect of any Class of Certificates or Component
subordinate thereto that is included within the related Certificate Group.
(ii) If on any Distribution Date either the Credit Support Percentage for
any Component of the Class B2 Certificates or for the Class 3-B2
Certificates is less than the Original Credit Support Percentage for such
Class or Component, or the Cross-Collateralization Percentage for such
Class or Component is less than the Original Cross-Collateralization
Percentage for such Class or Component, then, notwithstanding anything to
the contrary in Section 5.02(a), no distribution of amounts described in
clauses (ii) and (iii) of the definition of Subordinate Principal
Distribution Amount for the related Certificate Group will be made on such
Distribution Date in respect of any Class of Certificates or Component
subordinate thereto that is included within the related Certificate Group.
(iii) If on any Distribution Date either the Credit Support Percentage for
any Component of the Class B3 Certificates or for the Class 3-B3
Certificates is less than the Original Credit Support Percentage for such
Class or Component, or the Cross-Collateralization Percentage for such
Class or Component is less than the Original Cross-Collateralization
Percentage for such Class or Component, then, notwithstanding anything to
the contrary in Section 5.02(a), no distribution of
amounts described in clauses (ii) and (iii) of the definition of
Subordinate Principal Distribution Amount for the related Certificate
Group will be made on such Distribution Date in respect of any Class of
Certificates or Component subordinate thereto that is included within the
related Certificate Group. (iv) If on any Distribution Date either the
Credit Support Percentage for any Component of the Class B4 Certificates
is less than the Original Credit Support Percentage for such Component, or
the Cross-Collateralization Percentage for such Component is less than the
Original Cross-Collateralization Percentage for such Component, then,
notwithstanding anything to the contrary in Section 5.02(a), no
distribution of amounts described in clauses (ii) and (iii) of the
definition of Subordinate Principal Distribution Amount or the related
Certificate Group will be made on such Distribution Date in respect of any
Component subordinate thereto that is included within the related
Certificate Group. (v) If on any Distribution Date either the Credit
Support Percentage for any Component of the Class B5 Certificates is less
than the Original Credit Support Percentage for such Component, or the
Cross-Collateralization Percentage for such Component is less than the
Original Cross-Collateralization Percentage for such Component, then,
notwithstanding anything to the contrary in Section 5.02(a), no
distribution of amounts described in clauses (ii) and (iii) of the
definition of Subordinate Principal Distribution Amount or the related
Certificate Group will be made on such Distribution Date in respect of any
Component subordinate thereto that is included within the related
Certificate Group.
Any amount not distributed in respect of any Class of Subordinate
Certificates or any Component on any Distribution Date pursuant to the
immediately preceding paragraph will be allocated among the remaining
Classes or Components of the related Certificate Group in proportion to
their respective Class Certificate Principal Amounts or Component
Principal Amounts, as applicable.
(d) On each Distribution Date, the Trustee shall distribute the
amount withdrawn from the Class 1-A3 Reserve Fund with respect to such
Distribution Date pursuant to Section 4.06, to the extent of funds on
deposit in the Class 1-A3 Reserve Fund, and shall apply such funds to
distributions on the Class 1-A3 Certificates, as interest thereon, in the
amount of any Net Prepayment Interest Shortfalls for Pool 1 with respect
to such Distribution Date.
(e) On any Distribution Date, any Interest Reduction with respect to
any Class of Certificates other than the Class 1-A3 Certificates and any
Component will be allocated in reduction of Accrued Certificate Interest
for such Class or Component on such date. On any Distribution Date, any
Interest Reduction with respect to the Class 1-A3 Certificates shall be
allocated to reduce Accrued Certificate Interest for first, the Class 1-A4
Certificates, to the extent of Accrued Certificate Interest thereon for
such date; second, the Class 1-AX Certificates, to the extent of Accrued
Certificate Interest thereon for such date; third, the Group 1 Components,
in inverse order of priority, to the extent of Accrued Certificate
Interest thereon for such date; and fourth, the Class 1-A1, Class 1-A2 and
Class 1-A5 Certificates, pro rata on the basis of Accrued Certificate
Interest otherwise distributable thereto, to the extent of Accrued
Certificate Interest thereon for such date.
(f) On each Distribution Date, the Trustee shall distribute to the
Holder of the Class R2 Certificate any amounts remaining in the Upper Tier
REMIC for such Distribution Date after application of all amounts
described in paragraph (a) of this Section 5.02. Any distributions
pursuant to this paragraph (d) shall not reduce the Class Certificate
Principal Amount of the Class R2 Certificate.
Section 5.03. Allocation of Realized Losses. (a) (i) On any
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Distribution Date on which any Component of the Cross-Collateralized
Certificates remains outstanding, the principal portion of each Realized
Loss (or the applicable Non-AP Percentage thereof, in the case of Pool 1)
other than any Excess Loss on a Mortgage Loan in any Mortgage Pool shall
be allocated as follows:
first, if immediately prior to such Distribution Date such
Mortgage Pool is not an Undercollateralized Mortgage Pool and if only one
other Mortgage Pool is an Undercollateralized Mortgage Pool, to the
Components of the related Undercollateralized Group having numerical
designations equal to or higher than the Component of the Certificate
Group relating to the Mortgage Pool in which such Realized Loss occurred
having the highest numerical designation then outstanding, in decreasing
order of numerical designation, in an amount equal to the lesser of the
amount of such Realized Loss and the Undercollateralization Amount then
existing, to the extent of the Component Principal Amounts thereof;
second, if such Mortgage Pool is an Overcollateralized Mortgage
Pool and if each other Mortgage Pool is an Undercollateralized Mortgage
Pool, pro rata to the Components of the Undercollateralized Groups having
numerical designations equal to or higher than the Component of the
Overcollateralized Group having the highest numerical designation
outstanding, in proportion to their Component Principal Amounts, in
decreasing order of numerical designation, in an amount equal to, in each
case, the lesser of (x) the product of the amount of such Realized Loss
and the applicable Proportionate Percentage and (y) the
Undercollateralization Amount then existing for each such
Undercollateralized Group;
third, to the Component of the Class of Cross-Collateralized
Certificates having the highest numerical designation then outstanding;
provided, however, that if such Component relating to the Certificate
Group that relates to the Mortgage Pool in which such Realized Loss
occurred is then outstanding, such Realized Loss will be allocated first
to the Component of such Certificate Group until the Component Principal
Amount thereof has been reduced to zero, prior to any allocation of a
Realized Loss, pro rata, to the corresponding Components relating to the
other Certificate Groups, until the aggregate of the Component Principal
Amounts thereof has been reduced to zero; and
fourth, after the Class Certificate Principal Balances of the
Cross-Collateralized Certificates have each been reduced to zero, to the
Subordinate Certificates or Component of the Certificate Group relating to
the Mortgage Pool in which such Realized Loss occurred having the highest
numerical designation then outstanding.
(ii) On any Distribution Date on which the Class Certificate
Principal Amounts of the Cross-Collateralized Certificates have each been
reduced to zero, the principal portion of each Realized Loss (other than
the applicable Non-AP Percentage thereof, in the case of Group 1) other
than any Excess Loss on a Mortgage Loan in any Mortgage Pool shall be
allocated as follows:
first, to the Class of Certificates or Component in the related
Certificate Group having the highest numerical designation then
outstanding, in decreasing order of numerical designation, until the
related Component Principal Balance or Class Certificate Principal
Balance, as applicable, has been reduced to zero; and
second, to the Classes of Senior Certificates of the related
Certificate Group, in proportion to their respective Class Certificate
Principal Amounts.
(iii) On any Distribution Date, the applicable AP Percentage of
the Principal Portion of each Realized Loss other than an Excess Loss on a
Mortgage Loan in Pool 1 shall be allocated to the Class 1-AP Certificates
until the Class Certificate Principal Amount thereof has been reduced to
zero.
(b) (i) On any Distribution Date, the principal portion of any
Excess Loss (or the applicable Non-AP Percentage thereof, in the case of
Pool 1) on a Mortgage Loan in any Mortgage Pool shall be allocated as
follows:
first, if such Mortgage Pool is an Overcollateralized Mortgage
Pool, to the Classes and Components of each Undercollateralized
Certificate Group, pro rata in proportion to their respective Class
Certificate Principal Amounts and Component Principal Amounts, in an
amount up to, in each case, the lesser of (x) the applicable
Undercollateralization Amount and (y) the applicable Diversion Fraction
of such Excess Loss; and
second, to the Classes and Components of the Certificate Group
relating to the Mortgage Pool in which such Excess Loss occurred, pro
rata, in proportion to their respective Class Certificate Principal
Amounts and Component Principal Amounts.
(ii) On any Distribution Date, the AP Percentage of any Excess Loss
on a Mortgage Loan in Pool 1 shall be allocated to the Class AP
Certificates, until the Class Certificate Principal Amount thereof has
been reduced to zero.
(c) Any Realized Losses allocated to a Class of Certificates
pursuant to Section 5.03(a) or (b) shall be allocated among the
Certificates of such Class in proportion to their respective Certificate
Principal Amounts. Any allocation of Realized Losses to a Component
pursuant to Sections 5.03(a) or (b) shall effect a corresponding reduction
in the Class Certificate Principal Amount of the related Class of
Certificates. Any allocation of Realized Losses pursuant to this
paragraph (c) shall be accomplished by reducing the Certificate Principal
Amount (or, in the case of any Component, the Component Principal Amount)
of the related Certificates (or Components) on the related Distribution
Date in accordance with Section 5.03(d).
(d) Realized Losses allocated in accordance with this Section 5.03
shall be allocated on the Distribution Date in the month following the
month in which such loss was incurred and, in the case of the principal
portion thereof, after giving effect to distributions made on such
Distribution Date, except that the aggregate amount of Realized Losses to
be allocated to the Class 1-AP Certificates on such Distribution Date will
be taken into account in determining distributions in respect of any Class
1-AP Deferred Amount for such date.
(e) On each Distribution Date, the Subordinate Certificate Writedown
Amount for such date shall be allocated first, if any Class of Cross-
Collateralized Certificates remains outstanding, to the Components of such
Class having the highest numerical designation; provided, that if such
Component related to more than one Certificate Group is then outstanding,
the Subordinate Certificate Writedown Amount shall be allocated to such
Components pro rata on the basis of their respective Component
Principal Amounts; and second, if the Class Certificate Principal Amount
of each Class Cross-Collateralized Certificates has been reduced to zero,
to the Class of Subordinate Certificates or Component in each Certificate
Group having the highest numerical designation, in proportion to their
respective Class Certificate Principal Amounts or Component Principal
Amounts, but only to the extent of the amount, if any, by which the
Aggregate Certificate Principal Amounts and the Component Principal
Amounts of all Certificates and Components in each related Certificate
Group exceeds, after giving effect to distributions of principal and
allocation of Realized Losses on such Distribution Date, the Aggregate
Scheduled Principal Balance of the Mortgage Loans in the related Mortgage
Pool.
(f) In the event that there is a recovery of an amount in respect of
principal of a Mortgage Loan, which amount had previously been allocated
as a Realized Loss to one or more Classes of Certificates and, if
applicable, to one or more Components, each outstanding Class or Component
to which any portion of such Realized Loss had previously been allocated
shall be entitled to receive, on the Distribution Date in the month
following the month in which such recovery is received, its pro rata share
(based on the Class Certificate Principal Amount thereof) of such
recovery, up to the amount of the portion of such Realized Loss previously
allocated to such Class. A Class of Certificates that is no longer
outstanding shall not be entitled to any share of such recovery. In the
event that the total amount of such recovery exceeds the amount of such
recovery allocated to the outstanding Classes in accordance with the
preceding provisions, each outstanding Class of Certificates or Component
shall be entitled to receive its pro rata share of the amount of such
excess, up to the amount of any unrecovered Realized Loss previously
allocated to such Class. Any such amounts not otherwise allocated to any
Class of Certificates pursuant to this subsection shall be treated as
Principal Prepayments for purposes of this Agreement.
Section 5.04. Trustee Advances. In the event that the Servicer
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fails for any reason to make an Advance required to be made by it pursuant
to the Sale and 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
Certificate Account over (b) the amount of any Advance made by such
Servicer with respect to such Distribution Date; provided, however, that
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the Trustee shall be required to make such Advance only if it is not
prohibited by law from doing so and it has determined that such Advance
would be recoverable from amounts to be received with respect to such
Mortgage Loan, including Liquidation Proceeds, Insurance Proceeds, or
otherwise. The Trustee shall be entitled to be reimbursed from the
Certificate Account for Advances made by it pursuant to this Section 5.04
as if it were the Servicer.
Section 5.05. Distributions of Principal on Redemption Certificates.
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(a) Except as provided in subclauses (d) and (f) below, on each
Distribution Date on which distributions in reduction of the Class
Certificate Principal Amount of a Class of Redemption Certificates are
made, such distributions will be made in the following order of priority:
(i) any request by the personal representative of a Deceased
Holder or by a surviving tenant by the entirety, by a surviving joint
tenant or by a surviving tenant in common or other Person empowered to
act on behalf of such Deceased Holder upon his or her death, in an
amount up to but not exceeding $100,000 per request; and
(ii) any request by a Living Holder, in an amount up to but not
exceeding $10,000 per request.
Thereafter, distributions will be made as provided in clauses (i) and
(ii) above up to a second $100,000 and $10,000 per request, respectively.
This sequence of priorities will be repeated for each request for
principal distributions made by the Certificate Owners of a Class of
Redemption Certificates until all such requests have been honored.
Requests for distributions in reduction of the Certificate Principal
Amounts of Redemption Certificates presented on behalf of Deceased Holders
in accordance with the provisions of clause (i) above will be accepted in
the order of their receipt by the Clearing Agency. Requests for
distributions in reduction of the Certificate Principal Amounts of
Redemption Certificates presented in accordance with the provisions of
clause (ii) above will be accepted in the order of priority established by
the random lot procedures of the Clearing Agency after all requests with
respect to such Class presented in accordance with clause (i) have been
honored. All requests for distributions in reduction of the Class
Certificate Principal Amount of a Class of Redemption Certificates with
respect to any Distribution Date shall be made in accordance with Section
4.03(c) below and must be received by the Clearing Agency and forwarded
to, and received by, the Trustee no later than the close of business on
the related Record Date. Requests for distributions that are received by
the Clearing Agency and forwarded to the Trustee after the related Record
Date and requests, in either case, for distributions timely received but
not accepted with respect to any Distribution Date, will be treated as
requests for distributions in reduction of the Class Certificate Principal
Amount of the applicable Class of Redemption Certificates on the next
succeeding Distribution Date, and each succeeding Distribution Date
thereafter, until each such request is accepted
or is withdrawn as provided in Section 5.05(c). Such requests as are not
so withdrawn shall retain their order of priority without the need for any
further action on the part of the appropriate Certificate Owner of the
related Redemption Certificate, all in accordance with the procedures of
the Clearing Agency and the Trustee. Upon the transfer of beneficial
ownership of any Redemption Certificate, any distribution request
previously submitted with respect to such Certificate will be deemed to
have been withdrawn only upon the receipt by the Trustee of notification
of such withdrawal using a form required by the Clearing Agency.
Distributions in reduction of the Certificate Principal Amounts of
Redemption Certificates will be applied, in the aggregate, to such
Certificates in an amount equal to the portion of the Available
Distribution Amount distributable to the Redemption Certificates pursuant
to Section 5.02(a)(iv), plus any amounts available for distribution from
the applicable Rounding Account pursuant to Section 5.05(e), provided that
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the aggregate distribution in reduction of the Class Certificate Principal
Amount of any Class of Redemption Certificates on any Distribution Date is
made in an integral multiple of $1,000.
(b) A "Deceased Holder" is a Certificate Owner of a Redemption
Certificate who was living at the time such interest was acquired and
whose authorized personal representative, surviving tenant by the
entirety, surviving joint tenant or surviving tenant in common or other
Person empowered to act on behalf of such Certificate Owner upon his or
her death, causes to be furnished to the Trustee a certified copy of the
death certificate of such Certificate Owner and any additional evidence of
death required by and satisfactory to the Trustee and any tax waivers
requested by the Trustee. Redemption Certificates beneficially owned by
tenants by the entirety, joint tenants or tenants in common will be
considered to be beneficially owned by a single owner. The death of a
tenant by the entirety, joint tenant or tenant in common will be deemed to
be the death of the Certificate Owner, and any Redemption Certificates so
beneficially owned will be eligible for priority with respect to
distributions in reduction of the Class Certificate Principal Amount of
such Class of Redemption Certificates, subject to the limitations stated
above. Redemption Certificates beneficially owned by a trust will be
considered to be beneficially owned by each beneficiary of the trust to
the extent of such beneficiary's beneficial interest therein, but in no
event will a trust's beneficiaries collectively be deemed to be
Certificate Owners of a number of Individual Redemption Certificates
greater than the number of Individual Redemption Certificates of which
such trust is the beneficial owner. The death of a beneficiary of a trust
will be deemed to be the death of a Certificate Owner of the Redemption
Certificates beneficially owned by the trust to the extent of such
beneficiary's beneficial interest in such trust.
The death of an individual who was a tenant by the entirety, joint tenant
or tenant in common in a tenancy that is the beneficiary of a trust will
be deemed to be the death of the beneficiary of the trust. The death of a
person who, during his or her lifetime, was entitled to substantially all
of the beneficial ownership interests in Redemption Certificates will be
deemed to be the death of the Certificate Owner of such Redemption
Certificates regardless of the registration of ownership of such
Redemption Certificates, if such beneficial interest can be established to
the satisfaction of the Trustee. Such beneficial interest will be deemed
to exist in typical cases of street name or nominee ownership, ownership
by a trustee, ownership under the Uniform Gifts to Minors Act and
community property or other joint ownership arrangements between a husband
and wife. Beneficial interests shall include the power to sell, transfer
or otherwise dispose of a Redemption Certificate and the right to receive
the proceeds therefrom, as well as interest and distributions in reduction
of the Certificate Principal Amounts of the Redemption Certificates
payable with respect thereto. The Trustee shall not be under any duty to
determine independently the occurrence of the death of any deceased
Certificate Owner. The Trustee may rely entirely upon documentation
delivered to it pursuant to Section 5.05(a) in establishing the
eligibility of any Certificate Owner to receive the priority accorded
Deceased Holders in Section 5.05(a).
(c) Requests for distributions in reduction of the Certificate
Principal Amount of a Redemption Certificate must be made by delivering a
written request therefor to the Clearing Agency Participant or Financial
Intermediary that maintains the account evidencing the Certificate Owner's
interest in such Redemption Certificate. Such Clearing Agency Participant
or Financial Intermediary should in turn make the request of the Clearing
Agency (or, in the case of an Financial Intermediary, such Financial
Intermediary should notify the related Clearing Agency Participant of such
request, which Clearing Agency Participant should make the request of the
Clearing Agency) on a form required by the Clearing Agency and provided to
the Clearing Agency Participant. Upon receipt of such request, the
Clearing Agency will date and time stamp such request and forward such
request to the Trustee. The Clearing Agency may establish such procedures
as it deems fair and equitable to establish the order of receipt of
requests for such distributions received by it on the same day. The
Trustee shall not be liable for any delay in delivery of requests for
distributions or withdrawals of such requests by the Clearing Agency, a
Clearing Agency Participant or any Financial Intermediary.
In the event that any requests for distributions in reduction of
the Certificate Principal Amount of Redemption Certificates are rejected
by the Trustee for failure to comply with the requirements of this Section
5.05, the Trustee shall
return such requests to the appropriate Clearing Agency Participant with a
copy to the Clearing Agency with an explanation as to the reason for such
rejection.
The Trustee shall maintain a list of those Clearing Agency
Participants representing the Certificate Owners of Redemption
Certificates that have submitted requests for distributions in reduction
of the Certificate Principal Amount of such Redemption Certificates,
together with the order of receipt and the amounts of such requests. The
Trustee shall notify the Clearing Agency and the appropriate Clearing
Agency Participants as to which requests should be honored on each
Distribution Date. Requests shall be honored by the Clearing Agency in
accordance with the procedures, and subject to the priorities and
limitations, described in this Section 5.05. The exact procedures to be
followed by the Trustee and the Clearing Agency for purposes of
determining such priorities and limitations shall be those established
from time to time by the Trustee or the Clearing Agency, as the case may
be. The decisions of the Trustee and the Clearing Agency concerning such
matters shall be final and binding on all affected Persons.
Payments in reduction of the Certificate Principal Amounts of
Redemption Certificates shall be made on the applicable Distribution Date
and the Certificate Balances as to which such payments are made shall
cease to bear interest after the last day of the month preceding the month
in which such Distribution Date occurs.
Any Certificate Owner of a Redemption Certificate that has
requested a distribution may withdraw its request by so notifying in
writing the Clearing Agency Participant or Financial Intermediary that
maintains such Certificate Owner's account. In the event that such
account is maintained by a Financial Intermediary, such Financial
Intermediary should notify the related Clearing Agency Participant which
in turn should forward the withdrawal of such request, on a form required
by the Clearing Agency, to the Trustee. If such notice of withdrawal of a
request for distribution has not been received by the Clearing Agency and
forwarded to the Trustee on or before the Record Date for the next
Distribution Date, the previously made request for distribution will be
irrevocable with respect to the making of distributions in reduction of
the Certificate Principal Amount of such Redemption Certificate on such
Distribution Date.
(d) To the extent, if any, that amounts available for distribution
in reduction of the Class Certificate Principal Amount of any Class of
Redemption Certificates on a Distribution Date exceed the dollar amount of
requests for distributions with respect to such Class that have been
received by the related Record Date, as provided in Section 5.05(c) above,
distributions in reduction of the Class Certificate Principal Amount of
such Class of Redemption Certificates will be made by mandatory distributions
in reduction thereof. The Trustee shall notify the Clearing Agency of the
aggregate amount of the mandatory distribution in reduction of the Class
Certificate Principal Amount of such Class of Redemption Certificates to
be made on the next Distribution Date. The Clearing Agency shall then
allocate such aggregate amount among its Clearing Agency Participants on a
random lot basis. Each Clearing Agency Participant and, in turn, each
Financial Intermediary, will then select, in accordance with its own
procedures, Individual Redemption Certificates from among those held in
its accounts to receive mandatory distributions in reduction of the Class
Certificate Principal Amount of such Class of Redemption Certificates,
such that the total amount so selected is equal to the aggregate amount of
such mandatory distributions allocated to such Clearing Agency Participant
by the Clearing Agency and to such Financial Intermediary by its related
Clearing Agency Participant, as the case may be. Clearing Agency
Participants and Financial Intermediaries that hold Redemption
Certificates selected for mandatory distributions in reduction of the
Class Certificate Principal Amount thereof should provide notice of such
mandatory distributions to the affected Certificate Owners.
(e) On the Closing Date, a Rounding Account shall be established
with the Trustee for each Class of Redemption Certificates, and Lehman
Brothers Inc. shall cause to be initially deposited the sum of $999.99 in
each Rounding Account. On each Distribution Date on which a distribution
is made in reduction of the Class Certificate Principal Amount of a Class
of Redemption Certificates, funds on deposit in the applicable Rounding
Account shall be, to the extent needed, withdrawn by the Trustee and
applied to round upward to an integral multiple of $1,000 the aggregate
distribution in reduction of the Class Certificate Principal Amount to be
made on such Redemption Certificates. Rounding of such distribution on
such Redemption Certificates shall be accomplished, on the first such
Distribution Date, by withdrawing from the applicable Rounding Account the
amount of funds, if any, needed to round the amount otherwise available
for such distribution in reduction of the Class Certificate Principal
Amount of such Class of Redemption Certificates upward to the next
integral multiple of $1,000. On each succeeding Distribution Date on
which distributions in reduction of the Class Certificate Principal Amount
of such Class of Redemption Certificates are to be made, the aggregate
amount of such distributions allocable to such Class of Redemption
Certificates shall be applied first to repay any funds withdrawn from the
applicable Rounding Account and not previously repaid, and then the
remainder of such allocable amount, if any, shall be similarly rounded
upward and applied as distributions in reduction of the Class Certificate
Principal Amount of such Class of Redemption Certificates; this process
shall continue on succeeding Distribution Dates until the Class
Certificate Principal Amount of such Class of Redemption Certificates has
been reduced to zero. Each Rounding Account shall be an "outside reserve
fund" under the REMIC Provisions that is beneficially owned for all federal
income tax purposes by Lehman Brothers Inc. Lehman Brothers Inc. will report
all income, gain, deduction or loss with respect thereto. The Trustee shall
distribute interest earnings, if any, on amounts held in any Rounding
Account as such interest is earned pursuant to written instructions from
Lehman Brothers Inc. to the Trustee.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which distributions in reduction of the Class Certificate
Principal Amount of any Class of Redemption Certificates will reduce the
Class Certificate Principal Amount thereof to zero or in the event that
distributions in reduction of the Class Certificate Principal Amount of
such Class of Redemption Certificates are made in accordance with the
provisions set forth in Section 5.05(f), an amount equal to the difference
between $999.99 and the sum then held in the applicable Rounding Account
shall be paid from the Available Distribution Amount for such Distribution
Date to such Rounding Account. Any funds then on deposit in such Rounding
Account shall be distributed to Lehman Brothers Inc.
(f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date following the first Distribution Date on or after the
Credit Support Depletion Date, all distributions in reduction of the Class
Certificate Principal Amount of any Class of Redemption Certificates will
be made among the Holders of such Class of Certificates, pro rata, based
on their Certificate Principal Amounts, and will not be made in integral
multiples of $1,000 or pursuant to requested distributions or mandatory
distributions by random lot.
(g) In the event that Definitive Certificates representing any Class
of Redemption Certificates are issued pursuant to Section 3.09(c), all
requests for distributions or withdrawals of such requests relating to
such Class must be submitted to the Trustee, and the Trustee shall perform
the functions described in Section 5.05(a) through (c) using its own
procedures, which procedures shall, to the extent practicable, be
consistent with the procedures described in Section 5.05(a) through (c).
Section 5.06. The Certificate Insurance Policy. (a) If, on the
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second Business Day before any Distribution Date, the Trustee determines
that the amount on deposit in the Certificate Account distributable to the
Class 1-A3 Certificateholders pursuant to Section 5.02, together with any
amounts that may be distributable to the Class 1-A3 Certificateholders
from the Class 1-A3 Reserve Fund, will be insufficient to pay the
Guaranteed Distributions on such Distribution Date, the Trustee shall
determine the amount of any such deficiency and shall give notice to
Financial Security and the appropriate Fiscal Agent (as defined in the Class
1-A3 Policy), if any, by telephone or telecopy of the amount of such
deficiency, confirmed in writing by the Notice of Claim by 12:00 noon, New
York City time on such second Business Day. The Trustee's responsibility
for delivering the Notice of Claim to Financial Security as provided in the
preceding sentence is limited to the availability, timeliness and accuracy of
the information provided by the Servicer.
(b) In the event the Trustee receives a certified copy of an order
of the appropriate court that any scheduled payment of principal or
interest on a Class 1-A3 Certificate has been voided in whole or in part
as a preference payment under applicable bankruptcy law, the Trustee shall
(i) promptly notify Financial Security, as appropriate, and the Fiscal
Agent, if any, and (ii) comply with the provisions of the Class 1-A3
Policy to obtain payment by Financial Security of such voided scheduled
payment. In addition, the Trustee shall mail notice to all Holders of the
Class 1-A3 Certificates so affected that, in the event that any such
Holder's scheduled payment is so recovered, such Holder will be entitled
to payment pursuant to the terms of the Class 1-A3 Policy, a copy of which
shall be made available to such Holders by the Trustee. The Trustee shall
furnish to Financial Security and the appropriate Fiscal Agent, if any,
its records listing the payments on the affected Class 1-A3 Certificates,
if any, that have been made by the Trustee and subsequently recovered from
the affected Holders, and the dates on which such payments were made by
the Trustee.
(c) At the time of the execution hereof, and for the purposes
hereof, the Trustee shall establish a separate special purpose trust
account in the name of the Trustee for the benefit of Holders of the Class
1-A3 Certificates (the "Class 1-A3 Policy Payments Account") over which
the Trustee shall have exclusive control and sole right of withdrawal.
The Class 1-A3 Policy Payments Account shall be an Eligible Account. The
Trustee shall deposit any amount paid under the Class 1-A3 Policy into the
Class 1-A3 Policy Payments Account and distribute such amount only for the
purposes of making payments to Holders of the Class 1-A3 Certificates in
respect of the Guaranteed Distributions (or other amounts payable pursuant
to paragraph (b) above on the Class 1-A3 Certificates by Financial
Security pursuant to the Class 1-A3 Policy) for which the related claim
was made under the Policy. Such amounts shall be allocated by the Trustee
to Holders of Class 1-A3 Certificates affected by such shortfalls in the
same manner as principal and interest distributions are to be allocated
with respect to such Certificates pursuant to Section 5.02. It shall not
be necessary for such payments to be made by checks or wire transfers
separate from the checks or wire transfers used to make regular payments
hereunder with funds withdrawn from the Certificate Account. However, any
payments made on the Class 1-A3 Certificates from funds in the Class 1-A3
Policy Payments Account shall be noted as provided in subsection (e)
below. Funds held in the Class 1-A3 Policy Payments Account shall not be
invested by the Trustee.
(d) Any funds received from Financial Security for deposit into the
Class 1-A3 Policy Payments Account pursuant to the Class 1-A3 Policy in
respect of a Distribution Date or otherwise as a result of any claim under
such Class 1-A3 Policy shall be applied by the Trustee directly to the
payment in full (i) of the Guaranteed Distributions due on such
Distribution Date on the Class 1-A3 Certificates, or (ii) of other amounts
to which payments under the Class 1-A3 Policy are to be applied. Funds
received by the Trustee as a result of any claim under the Class 1-A3
Policy shall be used solely for payment to the Holders of the Class 1-A3
Certificates, respectively, and may not be applied for any other purpose,
including, without limitation, satisfaction of any costs, expenses or
liabilities of the Trustee or the Trust Fund. Any funds remaining in the
Class 1-A3 Policy Payments Account on the first Business Day after each
Distribution Date shall be remitted promptly to Financial Security
pursuant to the written instruction of Financial Security.
(e) The Trustee shall keep complete and accurate records in respect
of (i) all funds remitted to it by Financial Security and deposited into
the Class 1-A3 Policy Payments Account and (ii) the allocation of such
funds to (A) payments of interest on and principal in respect of any Class
1-A3 Certificates, (B) Realized Losses allocated to the Class 1-A3
Certificates and (C) Net Prepayment Interest Shortfalls allocated to the
Class 1-A3 Certificates. Financial Security shall have the right to
inspect such records at reasonable times during normal business hours upon
three Business Days' prior notice to the Trustee.
(f) The Trustee acknowledges, and each Holder of a Class 1-A3
Certificate by its acceptance of such Class 1-A3 Certificate agrees, that,
without the need for any further action on the part of Financial Security
or the Trustee, to the extent Financial Security makes payments, directly
or indirectly, on account of principal of or interest on any Class 1-A3
Certificates, Financial Security will be fully subrogated to the rights of
the Holders of such Class 1-A3 Certificates to receive such principal and
interest from the Trust Fund. The Class 1-A3 Certificateholders, by
acceptance of the Class 1-A3 Certificates, assign their rights as Holders
of the Class 1-A3 Certificates to the extent of Financial Security's
interest with respect to amounts paid under the Class 1-A3 Policy.
Anything herein to the contrary notwithstanding, solely for purposes of
determining Financial Security's rights as subrogee for payments
distributable pursuant to Section 5.02, any payment with respect to
distributions to the Class 1-A3 Certificates that is made with funds
received pursuant to the terms of the Class 1-A3 Policy
shall not be considered payment of the Class 1-A3 Certificates from the
Trust Fund and shall not result in the distribution or the provision for
the distribution in reduction of the Class Certificate Principal Amount of
the Class 1-A3 Certificates within the meaning of Article V.
(g) Upon its becoming aware of the occurrence of an Event of
Default, the Trustee shall promptly notify Financial Security of such
Event of Default.
(h) The Trustee shall promptly notify Financial Security of either
of the following as to which it has actual knowledge: (A) the commencement
of any proceeding by or against the Depositor commenced under the United
States bankruptcy code or any other applicable bankruptcy, insolvency,
receivership, rehabilitation or similar law (an "Insolvency Proceeding")
and (B) the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer (a "Preference
Claim") of any distribution made with respect to the Class 1-A3
Certificates. Each Holder of a Class 1-A3 Certificate, by its purchase of
Class 1-A3 Certificates, and the Trustee hereby agree that Financial
Security (so long as no Financial Security Default exists) may at any time
during the continuation of any proceeding relating to a Preference Claim
direct all matters relating to such Preference Claim, including, without
limitation, (i) the direction of any appeal of any order relating to any
Preference Claim and (ii) the posting of any surety, supersedeas or
performance bond pending any such appeal. In addition and without
limitation of the foregoing, Financial Security shall be subrogated to the
rights of the Trustee and each Holder of a Class 1-A3 Certificate in the
conduct of any Preference Claim, including, without limitation, all rights
of any party to an adversary proceeding action with respect to any court
order issued in connection with any such Preference Claim.
(i) The Trustee shall surrender the Class 1-A3 Policy to Financial
Security for cancellation upon the expiration of the term of the Class 1-
A3 Policy as provided therein.
(j) With respect to this Section 5.06, (i) the terms "Receipt" and
"Received" shall mean actual delivery to Financial Security and Financial
Security's Fiscal Agent, if any, prior to 12:00 noon, New York City time,
on a Business Day; delivery either on a day that is not a Business Day or
after 12:00 noon, New York City time, shall be deemed to be Receipt on the
next succeeding Business Day. If any notice or certificate given under
the Policies by the Trustee is not in proper form or is not properly
completed, executed or delivered, it shall be deemed not to have been
Received. Financial Security or its Fiscal Agent, if any, shall promptly
so advise the Trustee and the Trustee may submit an amended notice and
(ii) "Business Day" means any day other than (A) a Saturday or Sunday or
(B) a day on which banking institutions in the City of New York, New York
are authorized or obligated by law or executive order to be closed.
ARTICLE VI
CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
Section 6.01. Duties of Trustee. (a) The Trustee, except during
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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 Sale and 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:
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(i) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Holders of Certificates as provided in
Section 6.19 hereof;
(ii) For all purposes under this Agreement, the Trustee shall
not be deemed to have notice of any Event of Default (other than resulting
from a failure by the Servicer (i) to remit funds (or to make Servicing
Advances) or (ii) to furnish information to the Trustee when required to
do so by the Sale and Servicing Agreement) unless a Responsible Officer of
the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a default is received by the Trustee at the
Corporate Trust Office, and such notice references the Holders of the
Certificates and this Agreement;
(iii) No provision of this Agreement shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any
of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it; and
(iv) The Trustee shall not be responsible for any act or
omission of the Servicer.
(d) The Trustee shall have no duty hereunder with respect to any
complaint, claim, demand, notice or other document it may receive or which
may be alleged to have been delivered to or served upon it by the parties
as a consequence of the assignment of any Mortgage Loan hereunder;
provided, however, that the Trustee shall use its best efforts to remit to
the Servicer upon receipt any such complaint, claim, demand, notice or
other document (i) which is delivered to the Corporate Trust Office of the
Trustee, (ii) of which a Responsible Officer has actual knowledge, and
(iii) which contains information sufficient to permit the Trustee to make
a determination that the real property to which such document relates is a
Mortgaged Property.
(e) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in 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.
(f) The Trustee shall pay, out of its own funds, any fees assessed
by the Rating Agencies after the Closing Date in connection with
maintaining the ratings of the Certificates.
Section 6.02. Certain Matters Affecting the Trustee. Except as
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otherwise provided in Section 6.01:
(i) The Trustee may request, and may rely and shall be
protected in acting or refraining from acting upon any resolution,
Officer's Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any advice of its
counsel or Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of
Counsel;
(iii) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(iv) Unless an Event of Default shall have occurred and be
continuing, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document (provided the same appears regular on its
face), unless requested in writing to do so by Holders of at least a
majority in Class Certificate Principal Amount (or Aggregate Notional
Amount) of each Class of Certificates; provided, however, that, if the
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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 6.03. Trustee Not Liable for Certificates. The Trustee
-----------------------------------
makes no representations as to the validity or sufficiency of this
Agreement or of the Certificates (other than the certificate of
authentication on the Certificates) or of any Mortgage Loan, or related
document save that the Trustee represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly
authorized, executed and delivered by it and constitutes its valid and
binding obligation, enforceable against it in accordance with its terms
except that such enforceability may be subject to (A) applicable bankruptcy
and insolvency laws and other similar laws affecting the enforcement of the
rights of creditors generally, and (B) general principles of equity
regardless of whether such enforcement is considered in a proceeding in
equity or at law. The Trustee shall not be accountable for the use or
application by the Depositor of funds paid to the Depositor in consideration
of the assignment of the Mortgage Loans to the Trust Fund by the Depositor
or for the use or application of any funds deposited into the Collection
Account, the Certificate Account or any other fund or account maintained
with respect to the Certificates.
Section 6.04. Trustee May Own Certificates. The Trustee and any
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Affiliate or agent of the Trustee in its individual or any other capacity
may become the owner or pledgee of Certificates and may transact banking
and trust with the other parties hereto with the same rights it would have
if it were not Trustee or such agent.
Section 6.05. Eligibility Requirements for Trustee. The Trustee
------------------------------------
hereunder shall at all times be (i) an institution insured by the FDIC and
(ii) a corporation or national banking association, organized and doing
business under the laws of any State or the United States of America,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then, for the purposes of this
Section, the combined capital and surplus of such corporation or national
banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In case
at any time the Trustee shall cease to be eligible in accordance with
provisions of this Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 6.06.
Section 6.06. Resignation and Removal of Trustee. (a) The Trustee
----------------------------------
may at any time resign and be discharged from the trust hereby created by
giving written notice thereof to the Depositor. Upon receiving such
notice of resignation, the Depositor will promptly appoint a successor
trustee by written instrument, one copy of which instrument shall be
delivered to the resigning Trustee, and one copy to the successor trustee.
If no successor trustee shall have been so appointed and shall have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
(b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 6.05 and shall fail to resign
after written request therefor by the Depositor, (ii) the Trustee shall
become incapable of acting, or shall be adjudged a bankrupt or insolvent,
or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, (iii) a tax is imposed or threatened with respect to the
Trust Fund by any state in which the Trustee or the Trust Fund held by the
Trustee is located, or (iv) the continued use of the Trustee would result
in a downgrading of the rating by the Rating Agencies of any Class of
Certificates with a rating (in the case of the Class 1-A3 Certificates,
determined without regard to the Class 1-A3 Policy), then the Depositor
may remove the Trustee and appoint a successor trustee by written
instrument, one copy of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee.
(c) The Holders of more than 50% of the Class Certificate Principal
Amount (or Aggregate Notional Amount) of each Class of Certificates may at
any time upon 30 days' written notice to the Trustee and to the Depositor
remove the Trustee by such written instrument, signed by such Holders or
their attorney-in-fact duly authorized, one copy of which instrument shall
be delivered to the Depositor and one copy to the Trustee so removed; the
Depositor shall thereupon use its best efforts to appoint a mutually
acceptable successor trustee in accordance with this Section.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor trustee
as provided in Section 6.07.
Section 6.07. Successor Trustee. (a) Any successor trustee
-----------------
appointed as provided in Section 6.06 shall execute, acknowledge and
deliver to the Depositor and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or
removal of the predecessor trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with like effect as if originally named as
trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and documents and statements related to each
Mortgage Files held by it hereunder, and shall duly assign, transfer,
deliver and pay over to the successor trustee the entire Trust Fund,
together with all necessary instruments of transfer and assignment or
other documents properly executed necessary to effect such transfer and
such of the record or copies thereof maintained by the predecessor trustee
in the administration hereof as may be requested by the successor trustee
and shall thereupon be discharged from all duties and responsibilities
under this Agreement. In addition, the predecessor trustee shall execute
and deliver such other instruments and do such other things as may
reasonably be required to more fully and certainly vest and confirm in the
successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in
this Section unless at the time of such appointment such successor trustee
shall be eligible under the provisions of Section 6.05.
(c) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Depositor shall mail notice of the
succession of such trustee hereunder to all Holders of Certificates at
their addresses as shown in the Certificate Register and to the Rating
Agencies. The expenses of such mailing shall be borne by the Depositor.
Section 6.08. Merger or Consolidation of Trustee. Any Person into
----------------------------------
which the Trustee may be merged or with which it may be consolidated, or
any Person resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any Persons succeeding to the business of
the Trustee, shall be the successor of the Trustee hereunder, without the
execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding,
provided that such Person shall be eligible under the provisions of
Section 6.05.
Section 6.09. Appointment of Co-Trustee, Separate Trustee or
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Custodian. (a) Notwithstanding any other provisions hereof, at any time,
---------
the Trustee, the Depositor or the Certificateholders evidencing more than
50% of the Class Certificate Principal Amount (or Aggregate Notional
Amount) of each Class of Certificates shall each have the power from time
to time to appoint one or more Persons to act either as co-trustees
jointly with the Trustee, or as separate trustees, or as custodians, for
the purpose of holding title to, foreclosing or otherwise taking action
with respect to any Mortgage Loan outside the state where the Trustee has
its principal place of business where such separate trustee or co-trustee
is necessary or advisable under the laws of any state in which a property
securing a Mortgage Loan is located or for the purpose of otherwise
conforming to any legal requirement, restriction or condition in any state
in which a property securing a Mortgage Loan is located or in any state in
which any portion of the Trust Fund is located. The separate Trustees,
co-trustees, or custodians so appointed shall be
trustees or custodians for the benefit of all the Certificateholders and
shall have such powers, rights and remedies as shall be specified in the
instrument of appointment; provided, however, that no such appointment
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shall, or shall be deemed to, constitute the appointee an agent of the
Trustee. The obligation of the Trustee to make Advances pursuant to
Section 5.04 and 6.14 hereof shall not be affected or assigned by the
appointment of a co-trustee.
(b) Every separate trustee, co-trustee, and custodian shall, to the
extent permitted by law, be appointed and act subject to the following
provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon
the Trustee in respect of the receipt, custody and payment of moneys
shall be exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee,
co-trustee, or custodian jointly, except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be
performed the Trustee shall be incompetent or unqualified to perform such
act or acts, in which event such rights, powers, duties and obligations,
including the holding of title to the Trust Fund or any portion thereof in
any such jurisdiction, shall be exercised and performed by such separate
trustee, co-trustee, or custodian;
(iii) no trustee or custodian hereunder shall be personally
liable by reason of any act or omission of any other trustee or custodian
hereunder; and
(iv) the Trustee or the Certificateholders evidencing more than
50% of the Aggregate Voting Interests of the Certificates may at any time
accept the resignation of or remove any separate trustee, co-trustee or
custodian, so appointed by it or them, if such resignation or removal does
not violate the other terms of this Agreement.
(c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee, co-trustee or custodian shall refer to
this Agreement and the conditions of this Article VI. Each separate
trustee and co-trustee, upon its acceptance of the trusts conferred, shall
be vested with the estates or property specified in its instrument of
appointment, either jointly with the Trustee or separately, as may be
provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed with the
Trustee.
(d) Any separate trustee, co-trustee or custodian may, at any time,
constitute the Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under
or in respect of this Agreement on its behalf and in its name. If any
separate trustee, co-trustee or custodian shall die, become incapable of
acting, resign or be removed, all of its estates, properties, rights,
remedies and trusts shall vest in and be exercised by the Trustee, to the
extent permitted by law, without the appointment of a new or successor
trustee.
(e) No separate trustee, co-trustee or custodian hereunder shall be
required to meet the terms of eligibility as a successor trustee under
Section 6.05 hereunder and no notice to Certificateholders of the
appointment shall be required under Section 6.07 hereof.
(f) The Trustee agrees to instruct the co-trustees, if any, to the
extent necessary to fulfill the Trustee's obligations hereunder.
(g) The Trustee shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified
in Section 6.12 hereof (which compensation shall not reduce any
compensation payable to the Trustee under such Section).
Section 6.10. Authenticating Agents. (a) The Trustee may appoint
---------------------
one or more Authenticating Agents which shall be authorized to act on
behalf of the Trustee in authenticating Certificates. Wherever reference
is made in this Agreement to the authentication of Certificates by the
Trustee or the Trustee's certificate of authentication, such reference
shall be deemed to include authentication on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent must be a corporation organized and doing business under the laws of
the United States of America or of any state, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or
state authorities.
(b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which any Authenticating
Agent shall be a party, or any Person succeeding to the corporate agency
business of any Authenticating Agent, shall continue to be the
Authenticating Agent without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.
(c) Any Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee and
the Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and the Depositor. Upon receiving a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Depositor and shall mail notice of such appointment to all Holders of
Certificates. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers,
duties and responsibilities of its predecessor hereunder, with like effect
as if originally named as Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 6.10. No Authenticating Agent shall have
responsibility or liability for any action taken by it as such at the
direction of the Trustee. Any Authenticating Agent shall be entitled to
reasonable compensation for its services and, if paid by the Trustee, it
shall be a reimbursable expense pursuant to Section 6.12.
Section 6.11. Indemnification of Trustee. The Trustee and its
--------------------------
directors, officers, employees and agents shall be entitled to
indemnification from the Trust Fund, to the extent that the provisions in
the Sale and Servicing Agreement for indemnification of the Trustee (as
"Purchaser") are not applicable, for any loss, liability or expense
incurred in connection with any legal proceeding and incurred without
negligence or willful misconduct on their part, arising out of, or in
connection with, the acceptance or administration of the trusts created
hereunder, including the costs and expenses of defending themselves
against any claim in connection with the exercise or performance of any of
their powers or duties hereunder, provided that:
(i) the Trustee has first made reasonable efforts to enforce
any applicable provisions in the Sale and Servicing Agreement for
indemnification or reimbursement of the Trustee (as "Purchaser") by the
Servicer;
(ii) with respect to any such claim, the Trustee shall have
given the Depositor and the Holders written notice thereof promptly after
the Trustee shall have knowledge thereof;
(iii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Depositor in preparing such
defense; and
(iv) notwithstanding anything to the contrary in this Section
6.11, the Trust Fund shall not be liable for settlement of any such claim
by the Trustee entered into without the prior consent of the Depositor,
which consent shall not be unreasonably withheld.
The provisions of this Section 6.11 shall survive any termination of
this Agreement and the resignation or removal of the Trustee and shall be
construed to include, but not be limited to any loss, liability or expense
under any environmental law.
Section 6.12. Fees and Expenses of Trustee. The Trustee shall be
----------------------------
entitled to receive, and is authorized to pay to itself the amount of
income or gain earned from the investment of funds in the Certificate
Account. The Trustee shall be entitled to reimbursement of expenses to
the extent provided in Section 10.01(c)(i) from the Certificate Account.
The provisions of this Section 6.12 shall survive any termination of this
Agreement.
Section 6.13. Collection of Monies. (a) Except as otherwise
--------------------
expressly provided in this Agreement, the Trustee may demand payment or
delivery of, and shall receive and collect, all money and other property
payable to or receivable by the Trustee pursuant to this Agreement. The
Trustee shall hold all such money and property received by it as part of
the Trust Fund and shall distribute it as provided in this Agreement. If
the Trustee shall not have timely received amounts to be remitted with
respect to the Mortgage Loans from the Servicer, the Trustee shall request
the Servicer to make such distribution as promptly as practicable or
legally permitted. If the Trustee shall subsequently receive any such
amount, it may withdraw such request.
(b) The Trustee shall be entitled to retain, as additional
compensation, any interest paid by the Servicer pursuant to Section 5.01
of the Sale and Servicing Agreement on amounts remitted by to the Trustee
later than the second Business Day following the Remittance Date upon
which such payment was due.
Section 6.14. Trustee To Act; Appointment of Successor. (a) If an
----------------------------------------
Event of Default shall occur, then, in each and every case, subject to
applicable law, so long as any such Event of Default shall not have been
remedied within any period of time prescribed by the Sale and Servicing
Agreement, the Trustee by notice in writing to the Servicer may, and
shall, if so directed by Certificateholders evidencing more than 50% of
the Class Certificate Principal Amount (or Aggregate Notional Amount) of
each Class of Certificates, terminate all of the rights and obligations of
the Servicer under the Sale and Servicing Agreement and in and to the
Mortgage Loans and the proceeds thereof. On or after the receipt by the
Servicer of such written notice, all authority and power of the Servicer,
and only in its capacity as Servicer under the Sale and Servicing
Agreement, whether with respect to the Mortgage Loans or otherwise, shall
pass to and be vested in the Trustee pursuant to and under the terms of
the Sale and Servicing Agreement; and the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the defaulting Servicer as
attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether
to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents or otherwise.
If any Event of Default shall occur, the Trustee shall promptly
notify the Rating Agencies of the nature and extent of such Event of
Default. The Trustee shall immediately give written notice to the
Servicer upon such Servicer's failure to remit funds on the Remittance
Date.
(b) On and after the time the Servicer receives a notice of
termination from the Trustee pursuant to Section 6.14(a) or the Trustee
receives the resignation of the Servicer evidenced by an Opinion of
Counsel pursuant to the applicable provision of the Sale and 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 Sale and 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 the Sale and
Servicing Agreement shall not be considered a default by the Trustee
hereunder. In addition, the Trustee shall have no responsibility for any
act or omission of the Servicer prior to the issuance of any notice of
termination. In the Trustee's capacity as such successor, the Trustee
shall have the same limitations on liability herein granted to the
Servicer. As compensation therefor, the Trustee shall be entitled to
receive all compensation payable to the Servicer under the Sale and
Servicing Agreement, including the applicable portion of the related
Servicing Fee.
(c) Notwithstanding the above, the Trustee may, if it shall be
unwilling to continue to so act, or shall, if it is unable to so act,
appoint, or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution
servicer, master servicer, servicer or mortgage servicing institution
having a net worth of not less than $15,000,000 and meeting such other
standards for a successor servicer as are set forth in the Sale and
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,
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unless such Affiliate meets the net worth requirements and other standards
set forth herein for a successor servicer, the Trustee, in its individual
capacity shall agree, at the time of such designation, to be and remain
liable to the Trust Fund for such Affiliate's actions and omissions in
performing its duties hereunder. In connection with such appointment and
assumption, the Trustee may make such arrangements for the compensation of
such successor out of payments on Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation shall be in
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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 Certificate Account and any other account or fund
maintained with respect to the Certificates or thereafter be received with
respect to the Mortgage Loans. Neither the Trustee nor any other
successor servicer shall be deemed to be in default hereunder by reason of
any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Servicer to deliver,
or any delay in delivering, cash, documents or records to it, (ii) to
cooperate as required by the Sale and Servicing Agreement, (iii) to
deliver the Mortgage Loan data to the Trustee as required by the Sale and
Servicing Agreement or (iv) restrictions imposed by any regulatory
authority having jurisdiction over the Servicer.
Section 6.15. Additional Remedies of Trustee Upon Event of Default.
----------------------------------------------------
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 6.14, shall have the right, in its own name
and as trustee of an express trust, to take all actions now or hereafter
existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and
remedies, of the Certificateholders (including the institution and
prosecution of all judicial, administrative and other proceedings and the
filings of proofs of claim and debt in connection therewith). Except as
otherwise expressly provided in this Agreement, no remedy provided for by
this Agreement shall be exclusive of any other remedy, and each and every
remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such
right or remedy or shall be deemed to be a waiver of any Event of Default.
Section 6.16. Waiver of Defaults. 35% or more of the Aggregate
------------------
Voting Interests of Certificateholders may waive any default or Event of
Default by the Servicer in the performance of its obligations under the
Sale and Servicing Agreement except that a default in the making of any
required deposit to the Certificate Account that 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 100% 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 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 Certificateholders, unless such Event of Default shall
have been cured or waived prior to the issuance of such notice and within
such 45-day period.
Section 6.18. Directions by Certificateholders and Duties of Trustee
------------------------------------------------------
During Event of Default. Subject to the provisions of Section 8.01
-----------------------
hereof, during the continuance of any Event of Default, Holders of
Certificates evidencing not less than 25% of the Class Certificate
Principal Amount (or Aggregate Notional Amount) of each Class of
Certificates may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Agreement; provided,
--------
however, that the Trustee shall be under no obligation to pursue any such
-------
remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (i) the conducting or defending
of any administrative action or litigation hereunder or in relation hereto
and (ii) the terminating of the Servicer or
any successor servicer from its rights and duties as servicer hereunder)
at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the cost, expenses and
liabilities which may be incurred therein or thereby; and, provided
--------
further, that, subject to the provisions of Section 8.01, the Trustee
-------
shall have the right to decline to follow any such direction if the
Trustee, in accordance with an Opinion of Counsel, determines that the
action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith determines that the action or proceeding so directed
would involve it in personal liability or be unjustly prejudicial to the
non-assenting Certificateholders.
Section 6.19. Action Upon Certain Failures of the Servicer and Upon
-----------------------------------------------------
Event of Default. In the event that the Trustee shall have actual
----------------
knowledge of any action or inaction 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 7.01. Termination of Trust Fund Upon Repurchase or
--------------------------------------------
Liquidation of All Mortgage Loans. (a) The obligations and
---------------------------------
responsibilities of the Trustee created hereby (other than the obligation
of the Trustee to make payments to Certificateholders as set forth in
Section 7.02), shall terminate on the earlier of (i) the final payment or
other liquidation of the last Mortgage Loan remaining in the Trust Fund
and the disposition of all REO Property and (ii) the sale of the property
held by the Trust Fund in accordance with Section 7.01(b); provided,
--------
however, that in no event shall the Trust Fund created hereby continue
-------
beyond the earlier of (i) the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James's, living on the date
hereof, and (ii) the Latest Possible Maturity Date. Any termination of
the Trust Fund shall be carried out in such a manner so that the
termination of each REMIC included therein shall qualify as a "qualified
liquidation" under the REMIC Provisions.
(b) On any Distribution Date occurring after the date on which the
aggregate Scheduled Principal Balance of the Mortgage Loans is less than
5% of the Cut-off Date Aggregate Principal Balance, the Depositor may
cause the Trust Fund to adopt a plan of complete liquidation pursuant to
Section 7.03(a)(i) hereof to sell all of its property. The property of
the Trust Fund shall be sold at a price (the "Termination Price") equal
-----------------
to: (i) 100% of the unpaid principal balance of each Mortgage Loan on the
day of such purchase plus interest accrued thereon at the applicable
Mortgage Rate with respect to any Mortgage Loan to the Due Date in the Due
Period immediately preceding the related Distribution Date to the date of
such repurchase and (ii) the fair market value of any REO Property and any
other property held by any REMIC, such fair market value to be determined
by an appraiser or appraisers mutually agreed upon by the Servicer and the
Trustee.
Section 7.02. Procedure Upon Termination of Trust Fund. (a) Notice
----------------------------------------
of any termination pursuant to the provisions of Section 7.01(a),
specifying the Distribution Date upon which the final distribution shall
be made, shall be given promptly by the Trustee by first class mail to
Certificateholders mailed no later than the later of five Business Days
after the Trustee has received notice from the Depositor of its intent to
exercise its right to cause the termination of the Trust Fund pursuant to
Section 7.01(b) or the final payment or other liquidation of the last
Mortgage Loan or REO Property in the Trust Fund. Such notice shall
specify (A) the Distribution Date upon which final distribution on the
Certificates and final payment to Financial Security of all amounts
required to be distributed to it pursuant to Section 5.02 will be made
upon presentation and surrender of the Certificates at the Corporate Trust
Office, and (B) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distribution being made only upon
presentation and surrender of the Certificates at the office or agency of
the Trustee therein specified. The Trustee shall give such notice to the
Certificate Registrar at the time such notice is given to Holders of the
Certificates. Upon any such termination, the duties of the Certificate
Registrar with respect to the Certificates shall terminate and the Trustee
shall terminate the Collection Account it maintains, the Certificate
Account and any other account or fund maintained with respect to the
Certificates, subject to the Trustee's obligation hereunder to hold all
amounts payable to Certificateholders in trust without interest pending
such payment.
(b) In the event that all of the Holders do not surrender their
Certificates for cancellation within three months after the time specified
in the above-mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with
respect thereto. If within one year after the second notice any
Certificates shall not have been surrendered for cancellation, the Trustee
may take appropriate steps to contact the remaining Certificateholders
concerning surrender of such Certificates, and the cost thereof shall be
paid out of the amounts distributable to such Holders. If within two
years after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall, subject to applicable
state law relating to escheatment, hold all amounts distributable to such
Holders for the benefit of such Holders. No interest shall accrue on any
amount held by the Trustee and not distributed to a Certificateholder due
to such Mortgage Certificateholder's failure to surrender its
Certificate(s) for payment of the final distribution thereon in accordance
with this Section.
Section 7.03. Additional Trust Fund Termination Requirements. (a)
----------------------------------------------
The Trust Fund shall be terminated in accordance with the following
additional requirements, unless the Trustee seeks, and subsequently
receives, an Opinion of Counsel, addressed to the Trustee to the effect
that the failure of the Trust Fund to comply with the requirements of this
Section 7.03 will not (i) result in the imposition of taxes on any REMIC
under the REMIC Provisions or (ii) cause any REMIC established hereunder
to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) Within 89 days prior to the time of the making of the
final payment on the Certificates, the Trustee (upon notification by the
Depositor that it intends to exercise its option to cause the termination
of the Trust Fund) shall adopt a plan of complete liquidation of the Trust
Fund on behalf of each REMIC, meeting the requirements of a qualified
liquidation under the REMIC Provisions;
(ii) The sale of the assets of the Trust Fund pursuant to
Section 7.02 shall be a sale for cash and shall occur at or after the time
of adoption of such a plan of complete liquidation and prior to the time
of making of the final payment on the Certificates;
(iii) On the date specified for final payment of the
Certificates, the Trustee shall make final distributions of principal and
interest on the Certificates in accordance with Section 5.02 and, after
payment of, or provision for any outstanding expenses, distribute or
credit, or cause to be distributed or credited, to the Holders of the
Residual Certificates all cash on hand after such final payment (other
than cash retained to meet claims), and the Trust Fund (and each REMIC)
shall terminate at that time; and
(iv) In no event may the final payment on the Certificates
or the final distribution or credit to the Holders of the Residual
Certificates be made after the 89th day from the date on which the plan
of complete liquidation is adopted.
(b) By its acceptance of a Residual Certificate, each Holder
thereof hereby (i) authorizes the Trustee to take such action as may be
necessary to adopt a plan of complete liquidation of the related REMIC and
(ii) agrees to take such other action as may be necessary to adopt a plan
of complete liquidation of the related REMIC, which authorization shall be
binding upon all successor Residual Certificateholders.
ARTICLE VIII
RIGHTS OF CERTIFICATEHOLDERS
Section 8.01. Limitation on Rights of Holders. (a) The death or
-------------------------------
incapacity of any Certificateholder shall not operate to terminate this
Agreement or this Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or
proceeding in any court for a partition or winding up of this Trust Fund,
nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them. Except as otherwise expressly provided
herein, no Certificateholder, solely by virtue of its status as a
Certificateholder, shall have any right to vote or in any manner otherwise
control the operation and management of the Trust Fund, or the obligations
of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.
(b) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless
such Holder previously shall have given to the Trustee a written notice of
an Event of Default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of Certificates evidencing not less
than 25% of the Class Certificate Principal Amount (or Aggregate Notional
Amount) of Certificates of each Class shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name
as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the cost, expenses and liabilities to
be incurred therein or thereby, and the Trustee, for sixty days after its
receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding and
no direction inconsistent with such written request has been given
such Trustee during such sixty-day period by such Certificateholders; it
being understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that
no one or more Holders of Certificates shall have any right in any manner
whatever by virtue or by availing of any provision of this Agreement to
affect, disturb or prejudice the rights of the Holders of any other of
such Certificates, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner herein provided and for the benefit of all
Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
Section 8.02. Access to List of Holders. (a) If the Trustee is not
-------------------------
acting as Certificate Registrar, the Certificate Registrar will furnish or
cause to be furnished to the Trustee, within fifteen days after receipt by
the Certificate Registrar of a request by the Trustee in writing, a list,
in such form as the Trustee may reasonably require, of the names and
addresses of the Certificateholders of each Class as of the most recent
Record Date.
(b) If three or more Holders or Certificate Owners (hereinafter
referred to as "Applicants") apply in writing to the Trustee, and such
application states that the Applicants desire to communicate with other
Holders with respect to their rights under this Agreement or under the
Certificates and is accompanied by a copy of the communication which such
Applicants propose to transmit, then the Trustee shall, within five
Business Days after the receipt of such application, afford such
Applicants reasonable access during the normal business hours of the
Trustee to the most recent list of Certificateholders held by the Trustee
or shall, as an alternative, send, at the Applicants' expense, the written
communication proffered by the Applicants to all Certificateholders at
their addresses as they appear in the Certificate Register.
(c) Every Holder or Certificate Owner, if the Holder is a Clearing
Agency, by receiving and holding a Certificate, agrees with the Depositor,
the Certificate Registrar and the Trustee that neither the Depositor, the
Certificate Registrar nor the Trustee shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of
the Certificateholders hereunder, regardless of the source from which such
information was derived.
Section 8.03. Acts of Holders of Certificates. (a) Any request,
-------------------------------
demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or
taken by Holders or Certificate Owner, if the Holder is a Clearing Agency,
may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee. Such instrument or instruments
(as the action embodies therein and evidenced thereby) are herein
sometimes referred to as an "Act" of the Holders signing such instrument
or instruments. Proof of execution of any such instrument or of a writing
appointing any such agents shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee, if made in the manner
provided in this Section.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments or deeds, certifying that the
individual signing such instrument or writing acknowledged to him the
execution thereof. Whenever such execution is by an officer of a
corporation or a member of a partnership on behalf of such corporation or
partnership, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of
any such instrument or writing, or the authority of the individual
executing the same, may also be proved in any other manner which the
Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other
writing thereon made by anyone other than the Trustee) shall be proved by
the Certificate Register, and neither the Trustee nor the Depositor shall
be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Certificate shall bind every
future Holder of the same Certificate and the Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor
or in lieu thereof, in respect of anything done, omitted or suffered to be
done by the Trustee in reliance thereon, whether or not notation of such
action is made upon such Certificate.
ARTICLE IX
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 9.01. Trustee To Retain Possession of Certain Documents.
-------------------------------------------------
Until all amounts distributable in respect of the Certificates have been
distributed in full, the Trustee (or its
custodian) shall retain possession and custody of each Mortgage File in
accordance with and subject to the terms and conditions of this Agreement;
provided, that documents relating to any Additional Collateral may be held
by a custodian on behalf of the Trustee.
Section 9.02. Preparation of Tax Returns and Other Reports. (a)
--------------------------------------------
The Trustee shall prepare or cause to be prepared on behalf of the Trust
Fund, based upon the information furnished by the Servicer or calculated
by the Trustee in accordance with this Agreement pursuant to instructions
given by the Depositor, and shall file federal tax returns and appropriate
state income tax returns and such other returns as may be required by
applicable law relating to the Trust Fund and shall forward copies to the
Depositor of all such returns and Form 1099 information and such other
information within the control of the Trustee as the Depositor may
reasonably request in writing, and shall forward to each Certificateholder
such forms and furnish such information within the control of the Trustee
as are required by the Code and the REMIC Provisions to be furnished to
them, the Trustee will prepare and will file annual reports required by
applicable state authorities, 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 will prepare or cause to be prepared the initial
current report on Form 8-K and thereafter the Trustee will prepare or
cause to be prepared Form 10-Ks and Form 10-Qs (if necessary) or monthly
current reports on Form 8-K, on behalf of the Trust Fund, as may be
required by applicable law or regulation, and will file such reports
electronically with the Securities and Exchange Commission (the "SEC").
The Trustee will sign each such report on behalf of the Trust Fund, and
will forward a copy of each such report to the Depositor promptly after
such report has been filed with the SEC. The Depositor agrees to use its
best efforts to seek to terminate such filing obligation after the period
during which such filings are required under the Securities Exchange Act
of 1934.
Section 9.03. Release of Mortgage Files. (a) Upon becoming aware
-------------------------
of the payment in full of any Mortgage Loan, or upon receipt by the
Servicer of a notification that payment in full has been escrowed in a
manner customary for such purposes for payment to Certificateholders on
the next Distribution Date, the Servicer will immediately notify the
Trustee by a certification (which certification shall include a statement
to the effect that all amounts received in connection with such
payment that are required to be deposited in the Certificate Account
maintained by the Trustee pursuant to Section 4.04 have been or will be so
deposited) of a Servicing Officer and shall request the Trustee (or its
custodian) to deliver to the Servicer the related Mortgage File. Upon
receipt of such certification and request, the Trustee (or its custodian)
shall promptly release the related Mortgage File to the Servicer and the
Trustee shall have no further responsibility with regard to such Mortgage
File. Upon any such payment in full, the Trustee authorizes the Servicer
to give, as agent for the Trustee, as the mortgagee under the Mortgage
that secured the Mortgage Loan, an instrument of satisfaction (or
assignment of mortgage without recourse) regarding the Mortgaged Property
subject to the Mortgage, which instrument of satisfaction or assignment,
as the case may be, shall be delivered to the Person or Persons entitled
thereto against receipt therefor of such payment, it being understood and
agreed that no expenses incurred in connection with such instrument of
satisfaction or assignment, as the case may be, shall be chargeable to the
Certificate Account.
(b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan and in accordance with Accepted Servicing
Practices, the Trustee shall execute such documents as shall be prepared
and furnished to the Trustee by the Servicer (in form reasonably
acceptable to the Trustee) and as are necessary to the prosecution of any
such proceedings. The Trustee shall, upon request of the Servicer and
delivery to the Trustee (or its custodian) of a trust receipt signed by a
Servicing Officer substantially in the form of Exhibit C, release the
related Mortgage File held in its possession or control to the Servicer.
Such trust receipt shall obligate the Servicer to return the Mortgage File
to the Trustee (or its custodian) when the need therefor by the Servicer
no longer exists unless the Mortgage Loan shall be liquidated, in which
case, upon receipt of a certificate of a Servicing Officer similar to that
specified above, the trust receipt shall be released by the Trustee (or
its custodian) to the Servicer.
(c) The Trustee covenants and agrees that it will comply with all
relevant laws and regulations governing the custody, processing, release
and delivery of the Mortgage Loan documents within its possession or
control.
ARTICLE X
REMIC ADMINISTRATION
Section 10.01. REMIC Administration. (a)(i) For federal income tax
--------------------
purposes, the Trust Fund shall consist of two REMICs, the Lower Tier REMIC
and the Upper Tier REMIC. The Certificates, other than the Class R1
Certificates, shall be issued by the Upper Tier REMIC, and the Class R1
Certificates shall be issued by the Lower Tier REMIC. The Lower Tier
REMIC shall be evidenced by the Class R1 Certificate and the regular
interests having the characteristics and terms set forth below, which
interests (other than the Class R1 Certificate) shall be issued by the
Lower Tier REMIC to the Trustee. The Lower Tier Interests and the
proceeds thereof shall be assets of the Upper Tier REMIC.
(ii) The Lower Tier Interests shall consist of the 1-A1, 1-A2,
1-A3, 1-A5, 1-AP, 1-AX, B1(1), B2(1), B3(1), B4(1), B5(1) and B6(1) (the
"Group 1 Lower Tier Interests"), the 2-A, B1(2), B2(2), B3(2), B4(2),
B5(2) and B6(2) (the "Group 2 Lower Tier Interests"), and the 3-A1, 3-A2,
3-B1, 3-B2, 3-B3, B4(3), B5(3), B6(3) and R2 (the "Group 3 Lower Tier
Interests"). The Group 1 Lower Tier Interests (other than Lower Tier
Interests 1-AP and 1-AX) shall bear interest at the Pool 1 Rate, the Group
2 Lower Tier Interests shall bear interest at the Pool 2 Rate, and the
Group 3 Lower Tier Interests shall bear interest at the Pool 3 Rate. The
1-AP Lower Tier Interest shall not bear interest. The 1-AX Lower Tier
Interest shall bear interest at the Certificate Interest Rate applicable
to the Class 1-AX Certificates. The Lower Tier Balance of each Lower Tier
Interest shall be equal to the Class Certificate Principal Amount or
Component Principal Amount of the Corresponding Class for such Lower Tier
Interest. The initial Lower Tier Balance for Lower Tier Interest R2 shall
be equal to $100.
Distributions of principal on the Lower Tier Interests shall
correspond to the distributions of principal and interest made under
Section 5.02 on the Classes of Certificates and Components. Allocation of
losses on the Lower Tier Interests shall correspond to the allocation of
Realized Losses made under Section 5.03 on the Classes of Certificates and
Components.
(iii) The Lower Tier Interests shall be issued as non-
certificated interests. The Class R1 Certificate shall be issued in fully
registered certificated form and shall be executed and countersigned as
provided in Section 3.01 hereof.
(iv) On each Distribution Date, in addition to amounts otherwise
distributable thereon pursuant to Section 5.02, the Trustee shall
distribute to the holder of the Class R1 Certificate any amounts (other
than the amounts described in clauses (a) through (e) of the definition of
Available Distribution Amount) remaining in the Lower Tier REMIC after all
amounts required to be applied pursuant to the preceding paragraph have
been so applied. Any distributions pursuant to this paragraph shall not
reduce the Class Certificate Principal Balance of the Class R1
Certificate.
(v) The Lower Tier Interests identified in subparagraph (ii)
above shall be designated as the "regular interests" and the Class R1
Certificate as the single class of "residual interests" in the Lower Tier
REMIC for purposes of the REMIC provisions. The Certificates other than
the Class R1 and Class R2 Certificates shall be designated as "regular
interests" in the Upper Tier REMIC for purposes of the REMIC Provisions.
The Class R2 Certificates shall be designated as the single class of
"residual interest" in the Upper Tier REMIC for purposes of the REMIC
Provisions.
(b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC within the meaning of section 86OG(a)(9) of the Code.
(c) The Trustee shall pay any and all tax related expenses (not
including taxes) of each REMIC, including but not limited to any
professional fees or expenses related to audits or any administrative or
judicial proceedings with respect to such REMIC that involve the Internal
Revenue Service or state tax authorities, but only to the extent that (i)
such expenses are ordinary or routine expenses, including expenses of a
routine audit but not expenses of litigation (except as described in
(ii)); or (ii) such expenses or liabilities (including taxes and
penalties) are attributable to the negligence or willful misconduct of the
Trustee in fulfilling its duties hereunder (including its duties as tax
return preparer).
(d) The Trustee shall act as Tax Matters Person for each REMIC. The
Trustee shall prepare, sign, and file all of each REMIC's federal and
state tax and information returns as such REMIC's direct representative.
The expenses of preparing and filing such returns shall be borne by the
Trustee.
(e) The Trustee or its designee shall perform on behalf of each
REMIC all reporting and other tax compliance duties that are the
responsibility of each 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 a Residual Certificate to any disqualified person or
organization and (ii) to the Certificateholders such information or
reports as are required by the Code or REMIC Provisions.
(f) The Trustee and the Holders of Certificates shall take any
action or cause each REMIC to take any action necessary to create or
maintain the status of such REMIC as a REMIC under the REMIC Provisions
and shall assist each other as necessary to create or maintain such
status. Neither the Trustee nor the Holder of any Residual Certificate
shall take any action, cause any REMIC to take any action or fail to take
(or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger
the status of such REMIC as a REMIC or (ii) result in the imposition of a
tax upon such REMIC (including but not limited to the tax on prohibited
transactions as defined in Code Section 860F(a)(2) and the tax on
prohibited contributions set forth on Section 860G(d) of the Code) (either
such event, an "Adverse REMIC Event") unless the Trustee has received an
Opinion of Counsel (at the expense of the party seeking to take such
action) to the effect that the contemplated action will not endanger such
status or result in the imposition of such a tax. In addition, prior to
taking any action with respect to a REMIC or the assets therein, or
causing such REMIC to take any action, which is not expressly permitted
under the terms of this Agreement, any Holder of a Residual Certificate
will consult with the Trustee or its designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event to occur with
respect to such REMIC, and no such Person shall take any such action or
cause such REMIC to take any such action as to which the Trustee has
advised it in writing that an Adverse REMIC Event could occur.
(g) Each Holder of a Residual Certificate shall pay when due any and
all taxes imposed on the related REMIC by federal or state governmental
authorities. To the extent that such Trust taxes are not paid by a
Residual Certificateholder, the Trustee shall pay any remaining REMIC
taxes out of current or future amounts otherwise distributable to the
Holder of the Residual Certificate in such REMIC or, if no such amounts
are available, out of other amounts held in the Certificate Account, and
shall reduce amounts otherwise payable to holders of regular interests in
such REMIC, as the case may be.
(h) The Trustee shall, for federal income tax purposes, maintain
books and records with respect to each REMIC on a calendar year and on an
accrual basis.
(i) No additional contributions of assets shall be made to any
REMIC, except as expressly provided in this Agreement with respect to
eligible substitute mortgage loans if permitted by the Sale and Servicing
Agreement.
(j) The Trustee shall not enter into any arrangement by which any
REMIC will receive a fee or other compensation for services.
Section 10.02. Prohibited Transactions and Activities. Neither the
--------------------------------------
Depositor nor the Trustee shall sell, dispose of, or substitute for any of
the Mortgage Loans, except in a disposition pursuant to (i) the
foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of each REMIC pursuant to Article VII of this
Agreement, (iv) a substitution pursuant to Article II of this Agreement or
(v) a repurchase of Mortgage Loans pursuant to Article II of this
Agreement, nor acquire any assets for any REMIC, nor sell or dispose of
any investments in the Certificate Account for gain, nor accept any
contributions to any REMIC after the Closing Date, unless it has received
an Opinion of Counsel (at the expense of the party causing such sale,
disposition, or substitution) that such disposition, acquisition,
substitution, or acceptance will not (a) affect adversely the status of
such REMIC as a REMIC or of the Certificates other than the Residual
Certificates as the regular interests therein, (b) affect the distribution
of interest or principal on the Certificates, (c) result in the
encumbrance of the assets transferred or assigned to the Trust Fund
(except pursuant to the provisions of this Agreement) or (d) cause such
REMIC to be subject to a tax on prohibited transactions or prohibited
contributions pursuant to the REMIC Provisions.
Section 10.03. Indemnification with Respect to Certain Taxes and
-------------------------------------------------
Loss of REMIC Status. In the event that any REMIC fails to qualify as a
--------------------
REMIC, loses its status as a REMIC, or incurs federal, state or local
taxes as a result of a prohibited transaction or prohibited contribution
under the REMIC Provisions due to the negligent performance by the Trustee
of its duties and obligations set forth herein, the Trustee shall
indemnify the Holder of the related Residual Certificate against any and
all losses, claims, damages, liabilities or expenses ("Losses") resulting
from such negligence; provided, however, that the Trustee shall not be
-------- -------
liable for any such Losses attributable to the action or inaction of the
Depositor, or the Holder of such Residual Certificate, as applicable, nor
for any such Losses resulting from misinformation provided by the Holder
of such Residual Certificate on which the Trustee has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies
of the Holder of such Residual Certificate now or hereafter existing at
law or in equity. Notwithstanding the foregoing, however, in no event
shall the Trustee have any liability (1) for any action or omission that
is taken in accordance with and in compliance with the express terms of,
or which is expressly permitted by the terms of, this Agreement, (2) for
any losses other than arising out of a negligent performance by the
Trustee of its duties and obligations set forth herein, and (3) for any
special or consequential damages to Certificateholders (in addition to
payment of principal and interest on the Certificates).
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Binding Nature of Agreement; Assignment. This
---------------------------------------
Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
Section 11.02. Entire Agreement. This Agreement contains the entire
----------------
agreement and understanding among the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or
implied, oral or written, of any nature whatsoever with respect to the
subject matter hereof. The express terms hereof control and supersede any
course of performance and/or usage of the trade inconsistent with any of
the terms hereof.
Section 11.03. Amendment. (a) This Agreement may be amended from
---------
time to time by the Depositor and the Trustee, without notice to or the
consent of any of the Holders, (i) to cure any ambiguity, (ii) to cause
the provisions herein to conform to or be consistent with or in
furtherance of the statements made with respect to the Certificates, the
Trust Fund or this Agreement in any Offering Document; or to correct or
supplement any provision herein which may be inconsistent with any other
provisions herein, (iii) to make any other provisions, with respect to
matters or questions arising under this Agreement or (iv) to add, delete,
or amend any provisions to the extent necessary or desirable to comply
with any requirements imposed by the Code and the REMIC Provisions. No
such amendment effected pursuant to the preceding sentence shall, as
evidenced by an Opinion of Counsel, adversely affect the status of any
REMIC created pursuant to this Agreement, nor shall such amendment
effected 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 (in the case of the Class 1-A3 Certificates, determined
without regard to the Class 1-A3 Policy) (and any Opinion of Counsel
requested by the Trustee in connection with any such amendment may rely
expressly on such confirmation as the basis therefor).
(b) This Agreement may also be amended from time to time by the
Depositor and the Trustee with the consent of the Holders of not less than
66-2/3% of the Class Certificate Principal Amount (or Aggregate Notional
Amount or, in the case of the Class 1-AX Certificates, aggregate
Percentage Interest) of each Class of Certificates affected thereby for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders; provided, however, that no such
amendment shall be made unless the Trustee receives an Opinion of Counsel,
at the expense of the party requesting the change, that such change will
not adversely affect the status of any REMIC as a REMIC or cause a tax to
be imposed on such REMIC; and provided further, that no such amendment may
(i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans, which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate or (ii)
reduce the aforesaid percentages of Class Certificate Principal Amount
(or Aggregate Notional Amount) of Certificates of each Class, the Holders
of which are required to consent to any such amendment without the consent
of the Holders of 100% of the Class Certificate Principal Amount
(or Aggregate Notional Amount or, in the Class of the 1-AX Certificates,
aggregate Percentage Interest) of each Class of Certificates affected
thereby. For purposes of this paragraph, references to "Holder" or
"Holders" shall be deemed to include, the case of any Class of
Book-Entry Certificates, the related Certificate Owners.
(c) Promptly after the execution of any such amendment, the Trustee
shall furnish written notification of the substance of such amendment to
each Holder, the Depositor and to the Rating Agencies.
(d) It shall not be necessary for the consent of Holders under this
Section 11.03 to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Holders shall be subject to such
reasonable regulations as the Trustee may prescribe.
Section 11.04. Voting Rights. Except to the extent that the consent
-------------
of all affected Certificateholders is required 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 (or Notional Amount),
Certificates owned by the Depositor, the Trustee or the Servicer or
Affiliates thereof are not to be counted so long as such Certificates are
owned by the Depositor, the Trustee or the Servicer or Affiliates thereof.
Section 11.05. Provision of Information. (a) 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.
(b) The Trustee will provide to any person to whom a Prospectus was
delivered, upon the request of such person specifying the document or
documents requested, (i) a copy (excluding exhibits) of any report on Form
8-K or Form 10-K filed with the Securities and Exchange Commission
pursuant to Section 9.02(c) and (ii) a copy of any document incorporated
by reference in the Prospectus. Any reasonable out-of-pocket expenses
incurred by the Trustee in providing copies of such documents shall be
reimbursed by the Depositor.
(c) On each Distribution Date the Trustee shall deliver or cause to
be delivered by first-class mail to the Depositor, Attention: Contract
Finance, a copy of the report delivered to Certificateholders pursuant to
Section 4.03.
Section 11.06. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
APPLIED IN NEW YORK.
Section 11.07. Notices. All demands, notices and communications
-------
hereunder shall be in writing and shall be deemed to have been duly given
when received by (a) in the case of the Depositor, Structured Asset
Securities Corporation, 200 Vesey Street, New York, New York 10285,
Attention: President, and (b) in the case of the Trustee, First Bank
National Association, 180 East Fifth Street, St. Paul, Minnesota 55101,
Attention: Structured Finance/SASCO 1996-6, or as to each party such other
address as may hereafter be furnished by such Party to the other parties
in writing. Any notice required or permitted to be mailed to a Holder
shall be given by first class mail, postage prepaid, at the address of
such Holder as shown in the Certificate Register. Any notice so mailed
within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Holder receives such
notice.
Section 11.08. Severability of Provisions. If any one or more of
--------------------------
the covenants, agreements, provisions or terms of this Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders
thereof.
Section 11.09. Indulgences; No Waivers. Neither the failure nor any
-----------------------
delay on the part of a party to exercise any right, remedy, power or
privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, power or
privilege preclude any other or further exercise of the same or of any
other right, remedy, power or privilege, nor shall any waiver of any
right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with
respect to any other occurrence. No waiver shall be effective unless it
is in writing and is signed by the party asserted to have granted such
waiver.
Section 11.10. Headings Not To Affect Interpretation. The headings
-------------------------------------
contained in this Agreement are for convenience of reference only, and
they shall not be used in the interpretation hereof.
Section 11.11. Benefits of Agreement. Nothing in this Agreement or
---------------------
in the Certificates, express or implied, shall give to any Person, other
than the parties to this Agreement and their successors hereunder and the
Holders of the Certificates, any benefit or any legal or equitable right,
power, remedy or claim under this Agreement, except to the extent
specified in Section 11.14.
Section 11.12. Special Notices to the Rating Agencies. (a) The
--------------------------------------
Depositor shall give, prompt notice to the Rating Agencies of the
occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to
Section 11.03;
(ii) the appointment of any successor to any Servicer
pursuant to Section 6.14; and
(iii) the making of a final payment pursuant to Section
7.02.
(b) All notices to the Rating Agencies provided for this
Section shall be in writing and sent by first class mail, telecopy or
overnight courier, as follows:
If to Fitch, to:
Fitch Investors Service, L.P.
1201 East 7th Street
Powell, Wyoming 82435
Attention: Residential Mortgage Surveillance
If to S&P, to:
Standard & Poor's Ratings Services,
A division of The McGraw-Hill Companies, Inc.
26 Broadway, 15th floor
New York, New York 10004
Attention: Residential Mortgages
(c) The Trustee shall deliver to the Rating Agencies reports
prepared pursuant to Section 4.03.
Section 11.13. Counterparts. This Agreement may be executed in one
------------
or more counterparts, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same instrument.
Section 11.14. Matters Relating to the Certificate Insurance Policy.
----------------------------------------------------
(a) By accepting its Certificate, each Class 1-A3 Certificateholder
agrees that unless a Financial Security Default exists, Financial Security
shall have the right to exercise all rights of the Class 1-A3
Certificateholders under this Agreement without any further consent of the
Class 1-A3 Certificateholders, including, without limitation:
(i) the right to give notices of breach or to terminate the
rights and obligations of the Servicer as Servicer pursuant to Section
6.14;
(ii) the right to direct the actions of the Trustee during the
continuance of an Event of Default pursuant to Sections 6.14 and 6.15;
(iii) the right to consent to or direct any waivers of Events of
Default; and
(iv) the right to remove the Trustee pursuant to Section 6.06.
In addition, each Class 1-A3 Certificateholder agrees that, unless a
Financial Security Default exists, the rights specifically set forth above
may be exercised by the Class 1-A3 Certificateholders only with the prior
written consent of Financial Security; provided, that such consent shall
not be required if Financial Security is furnished with either (i) an
Opinion of Counsel to the effect that such amendment will not adversely
affect in any material respect the interests of Financial Security or (ii)
a letter from each Rating Agency stating that such amendment will not
result in the downgrade or withdrawal of the rating then assigned to the
Class 1-A3 Certificates without regard to the guaranty provided by the
Class 1-A3 Policy.
(b) Unless a Financial Security Default exists, the Trustee shall
not agree to any amendment pursuant to Section 11.03 without the prior
written consent of Financial Security, which consent shall not be
unreasonably withheld.
(c) All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to any other party hereto or to the
Class 1-A3 Certificateholders shall also be sent, and any report or
statement sent by the Servicer to the Trustee in accordance with the Sale
and Servicing Agreement shall be sent by the Trustee, to Financial
Security at the following address:
Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022
Attention: Senior Vice President, Surveillance Dept.
or such other address as Financial Security may hereafter furnish to the
Depositor and the Trustee
(d) Financial Security shall be a third-party beneficiary of this
Agreement, entitled to enforce the provisions hereof as if a party hereto.
(e) No purchase of the property of the Trust Fund pursuant to
Section 7.01(b) shall occur if such purchase would result in a draw on the
Class 1-A3 Policy, unless Financial Security has consented to such
purchase.
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:
-----------------------------
Name:
Title:
FIRST BANK NATIONAL ASSOCIATION,
as Trustee
By:
-----------------------------
Name:
Title:
EXHIBIT B
---------
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 November 1,
1996 between Structured Asset Securities Corporation, as Depositor
and First Bank National Association, as Trustee, with respect to
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-6
Ladies and Gentlemen:
In accordance with Section 2.02(b) of the Trust Agreement, the
undersigned, as Trustee, hereby certifies that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed on the attachment hereto) it (or its custodian) has
received:
(i) the original Mortgage Note endorsed 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;
(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;
(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.
First Bank National Association,
as Trustee
By:________________________________
Name:
Title:
EXHIBIT B-4
-----------
FORM OF ENDORSEMENT
Pay to the order of First Bank National Association, as trustee (the
"Trustee") under a Trust Agreement dated as of November 1, 1996, between
Structured Asset Securities Corporation, as Depositor, and the Trustee
relating to Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-6, without recourse.
__________________________________
(current signatory on note)
By:_______________________________
Name:
Title:
EXHIBIT C
---------
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
----------------------
(Date)
(Addressed to Trustee
or, if applicable, custodian)
In connection with the administration of the mortgages held by you as
Trustee under a certain Trust Agreement dated as of ______________1, 199__
between Structured Asset Securities Corporation, as Depositor, and you,
as Trustee (the "Trust Agreement"), the undersigned Servicer hereby
requests a release of the Mortgage File held by you as Trustee with
respect to the following described Mortgage Loan for the reason indicated
below.
Mortgagor's Name:
Address:
Loan No.:
Reason for requesting file:
1. Mortgage Loan paid in full. (The Servicer hereby certifies that
all amounts received in connection with the loan have been or will be
credited to the Collection Account or the Certificate Account (whichever
is applicable) pursuant to the Trust Agreement.)
2. Mortgage Loan repurchased. (The Servicer hereby certifies that the
Purchase Price has been credited to the Collection Account or the
Certificate Account (whichever is applicable) pursuant to the Trust
Agreement.)
3. Mortgage Loan substituted. (The Servicer hereby certifies that a
Qualifying Substitute Mortgage Loan has been assigned and delivered to you
along with the related Mortgage File pursuant to the Trust Agreement.)
4. The Mortgage Loan is being foreclosed.
5. Other. (Describe)
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
EXHIBIT D-1
-----------
FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)
STATE OF )
) ss.:
COUNTY OF )
(NAME OF OFFICER), _________________ being first duly sworn,
deposes and says:
1. That he (she) is (title of officer) ___________
_____________ of (name of Purchaser) ________________________
_________________ (the "Purchaser"), a _______________________
(description of type of entity) duly organized and existing under the laws
of the (State of __________) (United States), on behalf of which he (she)
makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is
( ).
3. That the Purchaser is not a "disqualified organization"
within the meaning of Section 860E(e)(5) of the Internal Revenue Code of
1986, as amended (the "Code") and will not be a "disqualified
organization" as of (date of transfer), and that the Purchaser is not
acquiring a Residual Certificate (as defined in the Agreement) for the
account of, or as agent (including a broker, nominee, or other middleman)
for, any person or entity from which it has not received an affidavit
substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or
political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other
than an instrumentality if all of its activities are subject to tax and a
majority of its board of directors is not selected by such governmental
entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers'
cooperative described in Code Section 521) that is exempt from federal
income tax unless such organization is subject to the tax on unrelated
business income imposed by Code Section 511.
4. That the Purchaser is not, and on __________ (insert date
of transfer of Residual Certificate to Purchaser) will not be, and is not
and on such date will not be investing the assets of, an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or a plan subject to Code Section 4975 or a person or
entity that is using the assets of any employee benefit plan or other
plan to acquire a Residual Certificate.
5. That the Purchaser hereby acknowledges that under the terms
of the Trust Agreement (the "Agreement") between Structured Asset
Securities Corporation and First Bank National Association, as Trustee,
dated as of November 1, 1996, no transfer of the Residual Certificates
shall be permitted to be made to any person unless the Trustee has
received a certificate from such transferee to the effect that such
transferee is not an employee benefit plan subject to ERISA or a plan
subject to Section 4975 of the Code and is not using the assets of any
employee benefit plan or other plan to acquire Residual Certificates.
6. That the Purchaser does not hold REMIC residual securities
as nominee to facilitate the clearance and settlement of such securities
through electronic book-entry changes in accounts of participating
organizations (such entity, a "Book-Entry Nominee").
7. That the Purchaser does not have the intention to impede
the assessment or collection of any federal, state or local taxes legally
required to be paid with respect to such Residual Certificate.
8. That the Purchaser will not transfer a Residual Certificate
to any person or entity (i) as to which the Purchaser has actual knowledge
that the requirements set forth in paragraph 3, paragraph 6 or paragraph
10 hereof are not satisfied or that the Purchaser has reason to believe
does not satisfy the requirements set forth in paragraph 7 hereof, and
(ii) without obtaining from the prospective Purchaser an affidavit
substantially in this form and providing to the Trustee a written
statement substantially in the form of Exhibit G to the Agreement.
9. That the Purchaser understands that, as the holder of a
Residual Certificate, the Purchaser may incur tax liabilities in excess of
any cash flows generated by the interest and that it intends to pay taxes
associated with holding such Residual Certificate as they become due.
10. That the Purchaser (i) is not a Non-U.S. Person or (ii) is
a Non-U.S. Person that holds a Residual Certificate in connection with the
conduct of a trade or business within the United States and has furnished
the transferor and the Trustee with an effective Internal Revenue Service
Form 4224 or successor form at the time and in the manner required by the
Code or (iii) is a Non-U.S. Person that has delivered to both the
transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of such Residual Certificate to
it is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of a Residual Certificate
will not be disregarded for federal income tax purposes. "Non-U.S.
Person" means an individual, corporation, partnership or other person
other than a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of
the United States or any political subdivision thereof, or an estate or
trust that is subject to U.S. federal income tax regardless of the source
of its income.
11. That the Purchaser agrees to such amendments of the Trust
Agreement as may be required to further effectuate the restrictions on
transfer of any Residual Certificate to such a "disqualified
organization," an agent thereof, a Book-Entry Nominee, or a person that
does not satisfy the requirements of paragraph 7 and paragraph 10 hereof.
12. That the Purchaser consents to the designation of the
Trustee as its agent to act as "tax matters person" of the Trust Fund
pursuant to the Trust Agreement.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to
be executed on its behalf, pursuant to authority of its Board of
Directors, by its (title of officer) this _____ day of __________, 19__.
_________________________________
(name of Purchaser)
By:______________________________
Name:
Title:
Personally appeared before me the above-named (name of officer)
________________, known or proved to me to be the same person who executed
the foregoing instrument and to be the (title of officer)
_________________ of the Purchaser, and acknowledged to me that he (she)
executed the same as his (her) free act and deed and the free act and deed
of the Purchaser.
Subscribed and sworn before me this _____ day of __________,
19__.
NOTARY PUBLIC
______________________________
COUNTY OF_____________________
STATE OF______________________
My commission expires the _____ day of __________, 19__.
EXHIBIT D-2
-----------
RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)
___________________
Date
Re: Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
---------------------------------------
_______________________ (the "Transferor") has reviewed the
attached affidavit of _____________________________ (the "Transferee"),
and has no actual knowledge that such affidavit is not true and has no
reason to believe that the information contained in paragraph 7 thereof is
not true, and has no reason to believe that the Transferee has the
intention to impede the assessment or collection of any federal, state or
local taxes legally required to be paid with respect to a Residual
Certificate. In addition, the Transferor has conducted a reasonable
investigation at the time of the transfer and found that the Transferee
had historically paid its debts as they came due and found no significant
evidence to indicate that the Transferee will not continue to pay its
debts as they become due.
Very truly yours,
_______________________________
Name:
Title:
EXHIBIT E
---------
Sale and Servicing Agreement
EXHIBIT F
---------
FORM OF RULE 144A TRANSFER CERTIFICATE
Re: Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1996-6
---------------------------------------
Reference is hereby made to the Trust Agreement dated as of
______ 1, 199___ (the "Trust Agreement") between Structured Asset Securities
Corporation, as Depositor, and First Bank National Association, as
Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Trust 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: ___________, ____
EXHIBIT G
---------
FORM OF PURCHASER'S LETTER FOR
INSTITUTIONAL ACCREDITED INVESTOR
----------------------
(Date)
Dear Sirs:
In connection with our proposed purchase of $______________ principal
amount of Mortgage Pass-Through Certificates, Series 1996-6 (the
"Privately 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 Privately Offered Certificates (the "Private
Placement Memorandum"), and we understand that the Privately 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 Privately Offered
Certificates within three years of the later of the date of original
issuance of the Privately Offered Certificates or the last day on which
such Privately 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 First Bank National Association, 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 Privately Offered Certificates from us a notice
advising such purchaser that resales of the Privately Offered
Certificates are restricted as stated herein.
(2) We understand that, in connection with any proposed resale of any
Privately 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 Privately Offered
Certificates purchased by us will bear a legend to the foregoing effect.
(3) We are acquiring the Privately 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
Privately Offered Certificates, and we and any account for which we are
acting are each able to bear the economic risk of such investment.
(4) We are an Institutional Accredited Investor and we are acquiring the
Privately Offered Certificates purchased by us for our own account or for
one or more accounts (each of which is an Institutional Accredited
Investor) as to each of which we exercise sole investment discretion.
(5) We have received such information as we deem necessary in order to
make our investment decision.
(6) If we are acquiring ERISA-Restricted Certificates, we understand that
in accordance with ERISA, the Code and the Exemption, no Plan as to which
the Purchaser, the Depositor, any Servicer or Master Servicer or the
Trustee is a party in interest or disqualified person, and no person
acting on behalf of such a Plan may acquire such Certificate unless the
acquisition would constitute an exempt transaction under a statutory
exemption or any of the administrative exemptions issued by the U.S.
Department of Labor.
Terms used in this letter which are not otherwise defined herein have
the respective meanings assigned thereto in the Trust Agreement.
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:
EXHIBIT H
---------
(FORM OF ERISA TRANSFER AFFIDAVIT)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
The undersigned, being first duly sworn, deposes and says as
follows:
1. The undersigned is the ______________________ of (the
"Investor"), a (corporation duly organized) and existing under the laws of
__________, on behalf of which he makes this affidavit.
2. The Investor either (x) is not an employee benefit plan
subject to Section 406 or Section 407 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), the Trustee of any
such plan or a person acting on behalf of any such plan nor a person using
the assets of any such plan or (2) if the Investor is an insurance
company, such Investor is purchasing such Certificates with funds
contained in an "Insurance Company General Account" (as such term is
defined in Section v(e) of the Prohibited Transaction Class Exemption 95-
60 ("PTCE 95-60")) and that the purchase and holding of such Certificates
are covered under PTCE 95-60; or (y) shall deliver to the Trustee and the
Depositor an opinion of counsel (a "Benefit Plan Opinion") satisfactory to
the Trustee and the Depositor, and upon which the Trustee and the
Depositor shall be entitled to rely, to the effect that the purchase or
holding of such Certificate by the Investor will not result in the assets
of the Trust Fund being deemed to be plan assets and subject to the
prohibited transaction provisions of ERISA or the Code and will not
subject the Trustee or the Depositor to any obligation in addition to
those undertaken by such entities in the Trust Agreement, which opinion of
counsel shall not be an expense of the Trustee or the Depositor.
3. The Investor hereby acknowledges that under the terms of the
Trust Agreement (the "Agreement") between Structured Asset Securities
Corporation, as Depositor, and First Bank National Association, 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 authority, by its duly
authorized officer, duly attested, this ____ day of _______________, 199_.
_________________________________
(Investor)
By:______________________________
Name:
Title:
ATTEST:
___________________________
STATE OF )
)ss.:
COUNTY OF )
Personally appeared before me the above-named
_________________, known or proved to me to be the same person who
executed the foregoing instrument and to be the _________________ of the
Investor, and acknowledged that he executed the same as his free act and
deed and the free act and deed of the Investor.
Subscribed and sworn before me this _____ day of ___________
199__.
__________________________________
NOTARY PUBLIC
My commission expires the
____ day of __________, 19__.
SCHEDULE A
----------
MORTGAGE LOAN SCHEDULE
SCHEDULE B
----------
PRINCIPAL AMOUNT SCHEDULES
(Not Applicable)
LEHMAN CAPITAL, A DIVISION OF LEHMAN BROTHERS HOLDINGS INC.,
the "Purchaser"
and
HOUSEHOLD BANK, f.s.b.
the "Company"
and
FLEET MORTGAGE CORP.
the "Servicer"
__________________________________________________________________
MORTGAGE LOAN SALE AND SERVICING AGREEMENT
Dated as of November 1, 1996
__________________________________________________________________
Conventional Residential Fixed Rate Mortgage Loans
TABLE OF CONTENTS
Section Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions ................................ 2
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; DELIVERY OF DOCUMENTS
Section 2.01. Conveyance of Mortgage Loans;
Possession of Mortgage Files;
Maintenance of Servicing Files ............. 13
Section 2.02. Books and Records; Transfers of
Mortgage Loans ............................. 13
Section 2.03. Delivery of Documents ...................... 14
ARTICLE III
REPRESENTATIONS AND WARRANTIES:
REMEDIES AND BREACH
Section 3.01. Company Representations and Warranties ..... 15
Section 3.02. Servicer Representations and Warranties .... 18
Section 3.03. Representations and Warranties Regarding
Individual Mortgage Loans .................. 20
Section 3.04. Remedies for Breach of Representations
and Warranties ............................. 29
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01. Servicer to Act as Servicer ................ 32
Section 4.02. Liquidation of Mortgage Loans .............. 34
Section 4.03. Collection of Mortgage Loan Payments ....... 34
Section 4.04. Establishment of and Deposits
to Custodial Account ....................... 34
Section 4.05. Permitted Withdrawals From
Custodial Account .......................... 36
Section 4.06. Establishment of and Deposits
to Escrow Account .......................... 37
Section 4.07. Permitted Withdrawals From Escrow Account .. 38
Section 4.08. Payment of Taxes, Insurance and
Other Charges .............................. 38
Section 4.09. Protection of Accounts ..................... 39
Section 4.10. Maintenance of Hazard Insurance ............ 39
Section 4.11. Maintenance of Mortgage Impairment
Insurance .................................. 40
Section 4.12. Maintenance of Fidelity Bond and
Errors and Omissions Insurance ............. 40
Section 4.13. Inspections ................................ 41
Section 4.14. Restoration of Mortgaged Property .......... 41
Section 4.15. Maintenance of Primary Mortgage
Insurance; Claims .......................... 41
Section 4.16. Title Management and Disposition of
REO Property ............................... 42
Section 4.17. Real Estate Owned Reports .................. 44
Section 4.18. Liquidation Reports ........................ 44
Section 4.19. Reports of Foreclosures and Abandonments
of Mortgaged Property ...................... 44
ARTICLE V
PAYMENTS TO PURCHASER
Section 5.01. Remittances ................................ 45
Section 5.02. Statements to Purchaser .................... 45
Section 5.03. Monthly Advances by Servicer ............... 46
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01. Transfers of Mortgaged Property ............ 46
Section 6.02. Satisfaction of Mortgages and Release
of Mortgage Files .......................... 47
Section 6.03. Servicing Compensation ..................... 47
Section 6.04. Annual Statement Regarding Minimum
Servicing Standards ........................ 48
Section 6.05. Annual Independent Certified Public
Accountants' Servicing Report .............. 48
Section 6.06. Right to Examine Servicer Records .......... 48
ARTICLE VII
COMPANY AND SERVICER TO COOPERATE
Section 7.01. Provision of Information ................... 49
Section 7.02. Financial Statements; Servicing Facility ... 49
ARTICLE VIII
THE COMPANY AND SERVICER
Section 8.01. Indemnification; Third Party Claims ........ 49
Section 8.02. Merger or Consolidation of the Company
or the Servicer ............................ 50
Section 8.03. Limitation on Liability of Company,
Servicer and Others ........................ 50
Section 8.04. Limitation on Resignation and Assignment
by Company and the Servicer ................ 51
ARTICLE IX
DEFAULT
Section 9.01. Events of Default .......................... 53
Section 9.02. Waiver of Defaults ......................... 55
ARTICLE X
TERMINATION
Section 10.01. Termination ............................... 55
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Successor to Servicer ..................... 55
Section 11.02. Amendment ................................. 56
Section 11.03. Closing ................................... 57
Section 11.04. Governing Law ............................. 58
Section 11.05. Duration of Agreement ..................... 58
Section 11.06. Notices ................................... 58
Section 11.07. Severability of Provisions ................ 59
Section 11.08. Relationship of Parties ................... 59
Section 11.09. Execution; Successors and Assigns ......... 59
Section 11.10. Recordation of Assignments of Mortgage .... 59
Section 11.11. Assignment by Purchaser ................... 60
Section 11.12. No Solicitation ........................... 60
Section 11.13. Reconstitution ............................ 60
EXHIBITS
EXHIBIT A MORTGAGE LOAN SCHEDULE
EXHIBIT B CONTENTS OF EACH MORTGAGE FILE
EXHIBIT C-1 MORTGAGE LOAN DOCUMENTS
EXHIBIT C-2 FORM OF REQUEST FOR RELEASE OF DOCUMENTS AND
RECEIPT
EXHIBIT D-1 CUSTODIAL ACCOUNT CERTIFICATION
EXHIBIT D-2 CUSTODIAL ACCOUNT LETTER AGREEMENT
EXHIBIT E-1 ESCROW ACCOUNT CERTIFICATION
EXHIBIT E-2 ESCROW ACCOUNT LETTER AGREEMENT
EXHIBIT F MONTHLY REMITTANCE ADVICE
EXHIBIT G MONTHLY ELECTRONIC DATA TRANSMISSION
EXHIBIT H FORM OF CERTIFICATE OF SERVICING OFFICER FOR
NONRECOVERABLE ADVANCES
EXHIBIT I EXCEPTIONS TO THE PRIMARY MORTGAGE INSURANCE POLICY
REPRESENTATIONS
EXHIBIT J COMPANY'S OFFICER'S CERTIFICATE
EXHIBIT K SERVICER'S OFFICER'S CERTIFICATE
EXHIBIT L FORM OPINION OF COUNSEL FROM COMPANY
EXHIBIT M FORM OPINION OF COUNSEL FROM SERVICER
EXHIBIT N SECURITY RELEASE CERTIFICATION FORM A
EXHIBIT O SECURITY RELEASE CERTIFICATION FORM B
This is a Mortgage Loan Sale and Servicing Agreement (the
"Agreement") for conventional fixed rate residential first lien
mortgage loans, dated and effective as of November 1, 1996, and is
executed among Lehman Capital, A Division of Lehman Brothers
Holdings Inc., as purchaser (the "Purchaser"), Household Bank,
f.s.b., as seller (together with its successors in interest or
permitted assigns, the "Company") and Fleet Mortgage Corp., as
servicer (together with its successors in interest or permitted
assigns, the "Servicer").
W I T N E S S E T H
WHEREAS, the Purchaser has agreed to purchase from the
Company and the Company has agreed to sell to the Purchaser certain
conventional, fixed rate, residential first lien mortgage loans
(the "Mortgage Loans"), on a servicing retained basis, which have
an aggregate outstanding principal balance as of the close of
business on the Cut-off Date, after deduction of payments due on or
before such date, of ($280,263,423.8776,000,000) and the Servicer
has agreed to service the Mortgage Loans on behalf of the Purchaser
in accordance with the terms set forth herein;
WHEREAS, each of the Mortgage Loans is secured by a
mortgage, deed of trust or other security instrument creating a
first lien on a residential dwelling located in the jurisdiction
indicated on the Mortgage Loan Schedule, which is annexed hereto as
Exhibit A;
WHEREAS, the Purchaser and the Company have agreed that
the Purchaser will assign all of its rights and delegate all of its
obligations hereunder to the Depositor (as defined herein) which in
turn will assign all of its rights and delegate all of its
obligations (except as otherwise specified herein) hereunder to the
Trustee (as defined herein) under the Trust Agreement (as defined
herein), and that each reference herein to the Purchaser is
intended, unless otherwise specified, to mean Lehman Capital or the
Trustee, as assignee, whichever is the holder of the Mortgage Loans
from time to time; and
WHEREAS, the Purchaser, the Company and the Servicer wish
to prescribe the manner of purchase of the Mortgage Loans and the
management, servicing and control of the Mortgage Loans.
NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby
acknowledged, the Purchaser, the Company and the Servicer agree as
follows:
ARTICLE I
DEFINITIONS
-----------
Section 1.01. Definitions. Whenever used herein, the
following words and phrases, unless the context otherwise requires,
shall have the following meanings:
Accepted Servicing Practices: To the extent that there
are specific servicing procedures and standards set forth in the
FNMA Selling and Servicing Guide (MBS Special Servicing Option), as
from time to time amended, such procedures and standards shall
constitute Accepted Servicing Practices (to the extent that such
procedures and standards are not inconsistent with this Agreement).
For matters as to which no specific servicing procedures or
standards are contained in the FNMA Selling and Servicing Guide
(MBS Special Servicing Option), the then present residential
mortgage loan servicing practices of prudent mortgage lending
institutions that service loans of the same type as the Mortgage
Loans in the jurisdictions in which Mortgaged Properties are
located shall constitute Accepted Servicing Practices; provided,
that, the Servicer shall not be required to obtain the consent of
the Purchaser regarding the Servicer-s determination not to seek
any deficiency judgment against any Mortgagor.
Agreement: This Mortgage Loan Sale and Servicing
Agreement and all amendments hereof and supplements hereto.
ALTA: The American Land Title Association, or any
successor thereto.
Appraised Value: With respect to any Mortgage Loan, the
amount set forth in an appraisal made in connection with the
origination of such Mortgage Loan as the value of the related
Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage,
notice of transfer or equivalent instrument in recordable form,
sufficient under the laws of the jurisdiction wherein the related
Mortgaged Property is located to reflect the sale of the Mortgage
to the Purchaser.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than (i) a Saturday or
Sunday, or (ii) a day on which banking and savings and loan
institutions in the States of South Carolina, or Wisconsin are
authorized or obligated by law or executive order to be closed.
Buydown Funds: Funds contributed by the Mortgagor or
another source in order to reduce the interest payments required
from the Mortgagor for a specified period in specified amounts.
Buydown Mortgage Loan: Any Mortgage Loan as to which the
Mortgagor pays less than the full monthly payment specified in the
Mortgage Note during the Buydown Period and the difference between
the amount paid by the Mortgagor and the amount specified in the
Mortgage Note is paid from the related Buydown Funds.
Buydown Period: The period during which Buydown Funds are
required to be applied to the related Buydown Mortgage Loan.
Certificates: Any or all of the Certificates issued
pursuant to the Trust Agreement.
Closing Date: November 13, 1996.
Code: The Internal Revenue Code of 1986, as it may be
amended from time to time or any successor statute thereto, and
applicable U.S. Treasury Department regulations issued pursuant
thereto.
Company: Household Bank, f.s.b., a federal savings bank,
or its successor in interest or assigns, or any successor to the
Company under this Agreement appointed as herein provided.
Condemnation Proceeds: All awards or settlements in
respect of a Mortgaged Property, whether permanent or temporary,
partial or entire, by exercise of the power of eminent domain or
condemnation, to the extent not required to be released to a
Mortgagor in accordance with the terms of the related Mortgage Loan
Documents.
Custodial Account: The separate account or accounts
created and maintained pursuant to Section 4.04.
Custodian: First Trust National Association, in its
capacity as custodian of the Mortgage Loan Documents, or its
successors in interest.
Cut-off Date: November 1, 1996.
DCR: Duff & Phelps Credit Rating Co., or any successor in
interest.
Deleted Mortgage Loan: A Mortgage Loan that is
repurchased by the Company in accordance with the terms of this
Agreement and which is, in the case of a substitution pursuant to
Section 3.04, replaced or to be replaced with one or more
Qualifying Substitute Mortgage Loans.
Depositor: Structured Asset Securities Corporation, a
Delaware corporation, or its successors in interest or assigns.
Determination Date: The 15th day (or if such 15th day is
not a Business Day, the Business Day immediately preceding such
15th day) of the month of the related Remittance Date.
Due Date: The day of the month on which the Monthly
Payment is due on a Mortgage Loan, exclusive of any days of grace.
The Due Date for all of the Mortgage Loans is the first day of each
month.
Due Period: With respect to each Remittance Date, the
period commencing on the second day of the month preceding the
month of such Remittance Date and ending on the first day of the
month of such Remittance Date.
Eligible Account: One or more accounts (i) that are
maintained with a depository institution whose (a) long-term debt
obligations (or, in the case of a depository institution which is
part of a holding company structure, the long-term debt obligations
of such holding company structure) at the time of deposit therein
are rated at least -A- by S&P (or the equivalent by Fitch) and (b)
short-term debt obligations (or, in the case of a depository
institution which is part of a holding company structure, the
short-term debt obligations of such holding company structure) at
the time of deposit therein are rated at least -A-1- by S&P (or the
equivalent by Fitch), (ii) the deposits in which are fully insured
by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured
by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund (to the limit established by the FDIC)
and the uninsured deposits in which accounts are otherwise secured
such that, as evidenced by an Opinion of Counsel delivered to the
Trustee, the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected
first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of
the depository institution with which such accounts are maintained,
(iv) that are trust accounts maintained with the trust department
of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity, or (v) that are
maintained with Fleet National Bank, N.A. (-FNB-) provided that
(a) the long-term deposits of FNB are rated at least -A- by S&P (or
the equivalent by Fitch) and (b) the short-term deposits of FNB are
rated at least -A-1- by S&P (or the equivalent by Fitch). If
either S&P or Fitch downgrades the rating of the long-term or
short-term deposits of FNB below the levels specified above, within
30 days of such downgrade, the Custodial Account and Escrow Account
must be established with another depository institution which
satisfies the requirements set forth above.
Eligible Investments: Any one or more of the following
obligations or securities:
(i) direct obligations of, and obligations fully
guaranteed as to timely payment of principal and interest by, the
United States of America or any agency or instrumentality of the
United States of America the obligations of which are backed by the
full faith and credit of the United States of America ("Direct
Obligations");
(ii) federal funds, or demand and time deposits in,
certificates of deposits of, or bankers' acceptances issued by, any
depository institution or trust company (including U.S.
subsidiaries of foreign depositories and the Trustee or any agent
of the Trustee, acting in its respective commercial capacity)
incorporated or organized under the laws of the United States of
America or any state thereof and subject to supervision and
examination by federal or state banking authorities, so long as at
the time of investment or the contractual commitment providing for
such investment the commercial paper or other short-term debt
obligations of such depository institution or trust company (or, in
the case of a depository institution or trust company which is the
principal subsidiary of a holding company, the commercial paper or
other short-term debt or deposit obligations of such holding
company or deposit institution, as the case may be) have been rated
by each Rating Agency in its high-test short-term or one of its two
highest long-term rating categories;
(iii) repurchase agreements collateralized by
Direct Obligations or securities guaranteed by GNMA, FNMA or FHLMC
with any registered broker/dealer subject to Securities Investors'
Protection Corporation jurisdiction or any commercial bank insured
by the FDIC, if such broker/dealer or bank has an uninsured,
unsecured and unguaranteed obligation assigned by each Rating
Agency in its highest short-term rating category;
(iv) securities bearing interest or sold at a
discount issued by any corporation incorporated under the laws of
the United States of America or any state thereof which have a
credit rating from each Rating Agency, at the time of investment or
the contractual commitment providing for such investment, at least
equal to one of the two highest long-term credit rating categories
of each Rating Agency; provided, however, that securities issued by
any particular corporation will not be Eligible Investments to the
extent that investment therein will cause the then outstanding
principal amount of securities issued by such corporation to exceed
20% of the aggregate principal amount of all Eligible Investments
in a Custodial Account; provided, further, that such securities
will not be Eligible Investments if they are published as being
under review with negative implications from either Rating Agency;
(v) commercial paper (including both
noninterest-bearing discount obligations and interest-bearing
obligations payable on demand or on a specified date not more than
180 days after the date of issuance thereof) assigned by each
Rating Agency in its highest short-term rating category;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct
ownership interests in future interest or principal payments on
obligations of the United States of America or its agencies or
instrumentalities (which obligations are backed by the full faith
and credit of the United States of America) held by a custodian in
safekeeping on behalf of the holders of such receipts; and
(viii) any other demand, money market, common trust
fund or time deposit or obligation, or interest-bearing or other
security or investment, (A) rated in the highest rating category by
each Rating Agency or (B) that would not adversely affect the then
current rating by either Rating Agency of any of the Certificates;
provided, however, that no such instrument shall be an Eligible
Investment if such instrument evidences either (i) a right to
receive only interest payments with respect to the obligations
underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and
the principal and interest payments with respect to such instrument
provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations, and provided that
any such investment will be a "permitted investment" within the
meaning of Section 860G(a)(5) of the Code.
Errors and Omissions Insurance Policy: An errors and
omissions insurance policy to be maintained by the Servicer
pursuant to Section 4.12.
Escrow Account: The account or accounts created and
maintained pursuant to Section 4.06.
Escrow Payments: With respect to any Mortgage Loan, the
amounts constituting ground rents, taxes, assessments, water rates,
sewer rents, municipal charges, mortgage insurance premiums, fire
and hazard insurance premiums, condominium charges, and any other
payments required to be escrowed by the Mortgagor with the
mortgagee pursuant to the Mortgage or any other related document.
Event of Default: Any one of the conditions or
circumstances enumerated in Section 9.01.
FDIC: The Federal Deposit Insurance Corporation, or any
successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any
successor thereto.
Fidelity Bond: A fidelity bond to be maintained by the
Servicer pursuant to Section 4.12.
First Remittance Date: December 18, 1996.
Fitch: Fitch Investors Service, L.P., or any successor in
interest.
FNMA: Fannie Mae, or any successor thereto.
GNMA: The Government National Mortgage Association, a
wholly owned corporate instrumentality of the United States
Department of Housing and Urban Development.
Insurance Proceeds: With respect to each Mortgage Loan,
proceeds of insurance policies insuring the Mortgage Loan or the
related Mortgaged Property.
Lehman Capital: Lehman Capital, A Division of Lehman
Brothers Holdings Inc., or any successor in interest.
Liquidation Proceeds: Cash received in connection with
the liquidation of a defaulted Mortgage Loan, whether through the
sale or assignment of such Mortgage Loan, trustee's sale,
foreclosure sale or otherwise, or the sale of the related Mortgaged
Property if the Mortgaged Property is acquired in satisfaction of
the Mortgage Loan.
Loan-to-Value Ratio or LTV: With respect to any Mortgage
Loan, the ratio of the principal balance of such Mortgage Loan at
origination, or such other date as is specified, to the lesser of
(a) the Appraised Value of the Mortgaged Property and (b) if the
Mortgage Loan was made to finance the acquisition of the related
Mortgaged Property, the purchase price of the Mortgaged Property,
expressed as a percentage.
Material Defect: As defined in Section 2.03.
Monthly Advance: The sum of the delinquent portions of
any Monthly Payments at the close of business on the Determination
Date required to be advanced by the Servicer pursuant to Section
5.03 on the Business Day immediately preceding the related
Remittance Date.
Monthly Payment: The scheduled monthly payment of
principal and interest on a Mortgage Loan.
Monthly Remittance Advice: The statement provided by the
Servicer to the Purchaser on or prior to each Remittance Date
pursuant to Section 5.02, in the form attached hereto as Exhibit F.
Moody's: Moody's Investors Service, or any successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument
securing a Mortgage Note, which creates a first lien on an estate
in fee simple in real property securing the Mortgage Note.
Mortgage File: The items pertaining to a particular
Mortgage Loan referred to in Exhibit B annexed hereto, and any
additional documents required to be added to the Mortgage File
pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage
impairment or blanket hazard insurance policy as described in
Section 4.11.
Mortgage Interest Rate: With respect to each Mortgage
Loan, the fixed annual rate of interest on a Mortgage Note.
Mortgage Loan: An individual Mortgage Loan that is the
subject of this Agreement, each such Mortgage Loan originally sold
and subject to this Agreement being identified on the Mortgage Loan
Schedule, which Mortgage Loan includes without limitation the
Mortgage File, the Monthly Payments, Principal Prepayments,
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
REO Disposition Proceeds and all other rights, benefits, proceeds
and obligations arising from or in connection with such Mortgage
Loan.
Mortgage Loan Documents: The documents listed in Exhibit
C-1 hereto.
Mortgage Loan Schedule: A schedule of Mortgage Loans
annexed hereto as Exhibit A, such schedule setting forth the
following information with respect to each Mortgage Loan: (1) the
Company's Mortgage Loan identifying number; (2) the Mortgagor's
name; (3) the street address of the Mortgaged Property including
the state code; (4) a code indicating whether the Mortgaged
Property is a single family residence, 2-4 family residence,
condominium unit, or PUD; (5) the original months to maturity or
the remaining months to maturity from the Cut-off Date, in any case
based on the original amortization schedule, and if different, the
maturity expressed in the same manner but based on the actual
amortization schedule; (6) the Loan-to-Value Ratio at origination;
(7) the Mortgage Interest Rate as of the Cut-off Date; (8) the date
that the first Monthly Payment was due; (9) the stated maturity
date; (10) the amount of the Monthly Payment; (11) the last payment
date on which a payment was actually applied to the outstanding
principal balance; (12) the original principal balance of the
Mortgage Loan; (13) the principal balance of the Mortgage Loan as
of the close of business on the Cut-off Date, after deduction of
payments of principal due on or before the Cut-off Date, whether or
not collected; (14) the Remittance Rate; (15) an indication of
whether the Mortgaged Property is owner-occupied, investment
property or a second home; (16) an indication whether the Mortgage
Loan was a -cash-out- refinance Mortgage Loan, a -rate-term-
Mortgage Loan, or a purchase money Mortgage Loan; and (17) an
indication of whether the Mortgage Loan is a Buydown Mortgage Loan.
With respect to the Mortgage Loans in the aggregate, the Mortgage
Loan Schedule shall set forth the following information, as of the
Cut-off Date: (1) the number of Mortgage Loans; (2) the current
aggregate outstanding principal balance of the Mortgage Loans; (3)
the weighted average Mortgage Interest Rate of the Mortgage Loans;
and (4) the weighted average remaining term to stated maturity of
the Mortgage Loans.
Mortgage Note: The note or other evidence of the
indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The real property securing repayment
of the debt evidenced by a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Nonrecoverable Advance: All or any portion of any Monthly
Advance previously made by the Servicer that, in the reasonable
judgment of the Servicer, will not be ultimately recoverable from
related Liquidation Proceeds, Insurance Proceeds, Condemnation
Proceeds or other amounts received with respect to the related
Mortgage Loan.
Officer's Certificate: A certificate signed by the
Chairman of the Board, the Vice Chairman of the Board, the
President or a Vice President and by the Treasurer or the Secretary
or one of the Assistant Treasurers or Assistant Secretaries of the
Company or the Servicer, as the case may be, and delivered to the
Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may
be an employee of the Company or the Servicer, as the case may be,
(except that such counsel must be Independent (as defined in the
Trust Agreement) outside counsel with respect to any such opinion
relating to the REMIC Provisions), acceptable to the Purchaser.
Person: Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or
political subdivision thereof.
Prepayment Period: With respect to any Remittance Date,
the calendar month preceding the month in which such Remittance
Date occurs.
Primary Mortgage Insurance Policy: A policy of primary
mortgage guaranty insurance issued by a Qualified Insurer, as
required by this Agreement with respect to certain Mortgage Loans.
Prime Rate: The prime rate announced to be in effect from
time to time, as published by The Wall Street Journal.
Principal Balance: As to each Mortgage Loan, and for any
Due Date and the Due Period ending thereon, (i) the principal
balance of such Mortgage Loan outstanding at the Cut-off Date after
giving effect to payments of principal due on or before such date,
whether or not received, minus (ii) all amounts previously
distributed to the Purchaser (or that will be distributed on the
next succeeding Remittance Date) with respect to the related
Mortgage Loan representing payments or recoveries of principal or
advances in lieu thereof.
Principal Prepayment: Any payment or other recovery of
principal on a Mortgage Loan that is received in advance of its
scheduled Due Date, including any prepayment penalty or premium
thereon, and which is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any
month or months subsequent to the month of prepayment.
PUD: Planned unit development.
Purchase Price and Terms Letter: The Purchase Price and
Terms Letter dated as of October 9, 1996 between the Purchaser and
the Company, as amended on October 29, 1996.
Purchaser: Lehman Capital, or its successor in interest
or any assignee thereof under this Agreement as herein provided, or
of any such assignee.
Qualified GIC: A guaranteed investment contract or surety
bond providing for the investment of funds in a Custodial Account
and insuring a minimum, fixed or floating rate of return on
investments of such funds, which contract or surety bond shall:
a) be an obligation of an insurance company or
other corporation whose long-term debt rating is rated by each
Rating Agency in its highest rating category or, if such insurance
company has no long-term debt, whose claims paying ability is rated
by each Rating Agency in its highest rating category;
b) provide that the Servicer may exercise all of
the rights under such contract or surety bond without the necessity
of taking any action by any other Person;
c) provide that if at any time the then current
credit standing of the obligor under such guaranteed investment
contract is such that continued investment of funds pursuant to
such contract would result in a downgrading of any rating of the
Certificates, the Servicer shall terminate such contract without
penalty and be entitled to the return of all funds previously
invested thereunder, together with accrued interest thereon at the
interest rate provided under such contract to the date of delivery
of such funds to the Servicer;
d) provide that the Servicer's interest therein
shall be transferable to any successor servicer hereunder; and
e) provide that the funds reinvested thereunder and
accrued interest thereon be returnable to the related Collection
Account, not later than the Business Day prior to any Remittance
Date.
Qualified Insurer: A mortgage guaranty insurance company
duly authorized and licensed where required by law to transact
mortgage guaranty insurance business and approved as an insurer by
FNMA or FHLMC.
Qualifying Substitute Mortgage Loan: In the case of a
Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage
Loan that, on the date of substitution, (i) has a Principal Balance
(together with that of any other mortgage loan substituted for the
same Deleted Mortgage Loan) as of the Due Date in the month in
which such substitution occurs not in excess of the Principal
Balance of the related Deleted Mortgage Loan as of such date (the
amount of any difference, plus one month's interest thereon at the
related Remittance Rate, to be remitted by the Company to the
Servicer for deposit in the Custodial Account pursuant to Section
4.04), (ii) has a Mortgage Interest Rate not less than, and not
more than one percentage point greater than, the Mortgage Interest
Rate of the related Deleted Mortgage Loan, (iii) has a Remittance
Rate not less than that of the related Deleted Mortgage Loan, (iv)
has a remaining term to stated maturity not longer than, and not
more than one year shorter than, the remaining term to stated
maturity of the related Deleted Mortgage Loan, (v) is, in the
reasonable determination of the Purchaser, of the same type,
quality and character as the related Deleted Mortgage Loan as if
the defect or breach had not occurred, and (vi) has a Loan-to-Value
Ratio as of the date of such substitution not greater than that of
the related Deleted Mortgage Loan.
Record Date: The close of business of the last Business
Day of the month preceding the month of the related Remittance
Date.
REMIC: A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.
REMIC Provisions: The provisions of the federal income
tax law relating to a REMIC, which appear at Section 860A through
860G of Subchapter M of Chapter 1, Subtitle A of the Code, and
related provisions, and regulations, rulings or pronouncements
promulgated thereunder, as the foregoing may be in effect from time
to time.
Remittance Date: The 18th day (or if such 18th day is not
a Business Day, the first Business Day immediately preceding such
day) of any month, beginning with the First Remittance Date.
Remittance Rate: With respect to each Mortgage Loan, the
annual rate of interest remitted to the Purchaser, which shall be
equal to the Mortgage Interest Rate for such Mortgage Loan minus
the Servicing Fee Rate.
REO Disposition: The final sale by the Servicer of any
REO Property.
REO Disposition Proceeds: All amounts received with
respect to an REO Disposition pursuant to Section 4.16.
REO Property: A Mortgaged Property acquired by the
Servicer on behalf of the Purchaser through foreclosure or by deed
in lieu of foreclosure, as described in Section 4.16.
Repurchase Price: With respect to any Mortgage Loan, a
price equal to (i) the Principal Balance of such Mortgage Loan plus
(ii) interest on such Principal Balance at the Remittance Rate from
the date to which interest has last been paid (to the extent
distributed to the Purchaser) to the date of repurchase, less
amounts received or advanced in respect of such repurchased
Mortgage Loan which are being held in the Custodial Account for
distribution in the month of repurchase.
S&P: Standard & Poor's Rating Services, a division of the
McGraw-Hill Companies, Inc., or any successor in interest.
SAIF: The Savings Association Insurance Fund, or any
successor thereto.
Securities Act: The Securities Act of 1933, as amended.
Servicer: Fleet Mortgage Corp., a South Carolina
corporation, or its successor in interest or assigns, or any
successor to the Servicer under this Agreement appointed as herein
provided.
Servicing Advances: All customary, reasonable and
necessary "out of pocket" costs and expenses other than Monthly
Advances (including reasonable attorneys' fees and disbursements)
incurred in the performance by the Servicer of its servicing
obligations, including, but not limited to, the cost of (a) the
preservation, restoration and protection of the Mortgaged Property,
(b) any enforcement or judicial proceedings, including
foreclosures, (c) the management and liquidation of any REO
Property and (d) compliance with the obligations under Sections
4.02 and 4.08.
Servicing Fee: With respect to each Mortgage Loan, the
amount of the monthly fee the Purchaser shall pay to the Servicer,
which shall be equal to one-twelfth of the product of (a) the
Servicing Fee Rate and (b) the outstanding principal balance of
such Mortgage Loan. Such fee shall be payable monthly, computed on
the basis of the same principal balance and period respecting which
any related interest payment on a Mortgage Loan is computed. The
obligation of the Purchaser to pay the Servicing Fee is limited to,
and the Servicing Fee is payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation
Proceeds, to the extent permitted by Section 4.05) of each Monthly
Payment collected by the Servicer, or as otherwise provided under
Section 4.05.
Servicing Fee Rate: .25% per annum.
Servicing File: With respect to each Mortgage Loan, the
file retained by the Servicer consisting of originals of all
documents in the Mortgage File that are not delivered to the
Purchaser and copies of the Mortgage Loan Documents listed in
Exhibit C-1 the originals of which are delivered to the Purchaser
pursuant to Section 2.03.
Servicing Officer: Any officer of the Servicer involved
in or responsible for the administration and servicing of the
Mortgage Loans whose name appears on a list of servicing officers
furnished by the Servicer to the Purchaser upon request, as such
list may from time to time be amended.
Subservicer: Fleet Mortgage Group, Inc., a Rhode Island
corporation, or any successor in interest.
Subservicing Agreement: The agreement, dated as of
December 31, 1994, between the Servicer and the Subservicer
pursuant to which the Subservicer will service the Mortgage Loans
in a manner not inconsistent with the terms of this Agreement.
Trust: The trust fund established by the Trust Agreement,
the assets of which primarily consist of the Mortgage Loans.
Trust Agreement: The Trust Agreement dated as of November
1, 1996 between the Depositor and the Trustee.
Trustee: First Bank National Association, as Trustee
under the Trust Agreement, or its successor in interest or assigns.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS
AND RECORDS; DELIVERY OF DOCUMENTS
Section 2.01. Conveyance of Mortgage Loans; Possession of Mortgage
Files; Maintenance of Servicing Files. The Company, simultaneously with the
execution and delivery of this Agreement and subjectto the receipt by the
Company of the purchase price for the Mortgage Loans as set forth in the
Purchase Price and Terms Letter, doeshereby sell, transfer, assign, set over
and convey to the Purchaser, without recourse, but subject to the terms
of this Agreement, all the right, title and interest of the Company in and
to the Mortgage Loans on a servicing retained basis.
Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents
to the Purchaser (or its designee, including the Custodian) on or prior to the
Closing Date.
The contents of each Mortgage File not delivered to the
Purchaser (or its designee, including the Custodian) are and shall
be held in trust by the Servicer for the benefit of the Purchaser
as the owner thereof. The Servicer shall maintain a Servicing File
consisting of a copy of the contents of each Mortgage File and the
originals of the documents in each Mortgage File not delivered to
the Purchaser. The possession of each Servicing File by the
Servicer is at the will of the Purchaser for the sole purpose of
servicing the related Mortgage Loan, and such retention and
possession by the Servicer is in a custodial capacity only. Upon
the sale of the Mortgage Loans the ownership of each Mortgage Note,
the related Mortgage and the related Mortgage File and Servicing
File shall vest immediately in the Purchaser, and the ownership of
all records and documents with respect to the related Mortgage Loan
prepared by or which come into the possession of the Servicer shall
vest immediately in the Purchaser and shall be retained and
maintained by the Servicer, in trust, at the will of the Purchaser
and only in such custodial capacity. Each Servicing File shall be
segregated from the other books and records of the Servicer and
shall be marked appropriately to reflect clearly the sale of the
related Mortgage Loan to the Purchaser. The Servicer shall release
its custody of the contents of any Servicing File only in
accordance with written instructions from the Purchaser, unless
such release is required as incidental to the Servicer-s servicing
of the Mortgage Loans or is in connection with a repurchase of any
Mortgage Loan pursuant to Section 3.04 or Section 6.02.
Section 2.02. Books and Records; Transfers of Mortgage
Loans. From and after the sale of the Mortgage Loans to the
Purchaser all rights arising out of the Mortgage Loans including
but not limited to all funds received on or in connection with the
Mortgage Loan, shall be received and held by the Servicer in trust
for the benefit of the Purchaser as owner of the Mortgage Loans.
The sale of each Mortgage Loan shall be reflected on the
Company's balance sheet and other financial statements as a sale of
assets by the Company. The Servicer shall be responsible for
maintaining, and shall maintain, a complete set of books and
records for each Mortgage Loan which shall be marked clearly to
reflect the ownership of each Mortgage Loan by the Purchaser. The
Servicer shall maintain in its possession, available for inspection
during normal business hours by the Purchaser, or its designee,
upon reasonable written notice and shall deliver to the Purchaser
upon reasonable written notice, evidence of compliance
with all federal, state and local laws, rules and regulations. To
the extent that original documents are not required for purposes of
realization of Liquidation Proceeds or Insurance Proceeds,
documents maintained by the Servicer may be in the form of
microfilm or microfiche or such other reliable means of recreating
original documents, including but not limited to optical imagery
techniques.
The Servicer shall maintain with respect to each Mortgage
Loan and shall make available for inspection during normal business
hours upon reasonable written notice by the Purchaser or its
designee the related Servicing File during the time the Purchaser
retains ownership of a Mortgage Loan and thereafter in accordance
with applicable laws and regulations.
The Servicer shall keep at its office books and records
in which, subject to such reasonable regulations as it may
prescribe, the Servicer shall note transfers of Mortgage Loans. No
transfer of a Mortgage Loan may be made unless such transfer is in
compliance with the terms hereof. For the purposes of this
Agreement, the Servicer shall be under no obligation to deal with
any Person with respect to this Agreement or the Mortgage Loans
unless the books and records show such Person as the owner of the
Mortgage Loan. The Purchaser may, subject to the terms of this
Agreement, sell and transfer all or any portion of the Mortgage
Loans, provided that, the Servicer shall not be obligated to make
monthly remittances hereunder to more than four (4) owners of
Mortgage Loans at any one time. The Purchaser promptly shall
advise the Servicer of the transfer. Upon receipt of notice of the
transfer, the Servicer shall mark its books and records to reflect
the ownership of the Mortgage Loans of such assignee, and shall
release the previous Purchaser from its obligations hereunder with
respect to the Mortgage Loans sold or transferred. Upon receipt of
notice of any subsequent transfer of any Mortgage Loan, the
Servicer shall mark its books and records to reflect the ownership
of such Mortgage Loan by such subsequent transferee.
Section 2.03. Delivery of Documents. The Company shall
deliver and release to the Purchaser (or its designee) at least one
week prior to the Closing Date those Mortgage Loan Documents as
required by this Agreement with respect to each Mortgage Loan, a
list of which is attached as Exhibit C-1 hereto. Within 90 days
after the Closing Date, the Purchaser, or its designee, shall
review those Mortgage Loan Documents which were delivered by the
Company pursuant to this Section 2.03. Within 90 days of receipt
by the Company of any notice from the Purchaser (or its designee)
that any of the Mortgage Loan Documents is missing, does not appear
regular on its face (i.e., is mutilated, damaged, defaced, torn or
otherwise physically altered) or appears to be unrelated to the
Mortgage Loans identified in the Mortgage Loan Schedule which in
any such case materially and adversely affects the related Mortgage
Loan (each, a "Material Defect"), the Company shall cure such Material
Defect or, if it does not cure such Material Defect within such period,
repurchase the related Mortgage Loan at the Repurchase Price (or,
to the extent provided in Section 3.04, substitute one or more
Qualifying Substitute Mortgage Loans). Notwithstanding anything to
the contrary contained herein, the Purchaser shall not be obligated
to purchase any Mortgage Loan if the related original Mortgage Note
and original Assignment of Mortgage is not delivered to the
Purchaser (or its designee) prior to the Closing Date.
The Servicer shall forward to the Purchaser (or its
designee) original documents evidencing an assumption,
modification, consolidation or extension of any Mortgage Loan
entered into in accordance with Section 4.01 or Section 6.01 within
one week of their execution, provided, however, that the Servicer
shall provide the Purchaser with a certified true copy of any such
document submitted for recordation within one week of its
execution, and shall provide the original of any document submitted
for recordation or a copy of such document certified by the
appropriate public recording office to be a true and complete copy
of the original promptly upon receiving the same from the
appropriate public recording office.
ARTICLE III
REPRESENTATIONS AND WARRANTIES:
REMEDIES AND BREACH
Section 3.01. Company Representations and Warranties.
The Company represents and warrants to the Purchaser that as of the
Closing Date:
(a) Due Organization and Authority. The Company is a
federal savings bank duly organized, validly existing and in good
standing under the laws of the United States and has all licenses
necessary to carry on its business as now being conducted and is
licensed, qualified and in good standing in each state where a
Mortgaged Property is located if the laws of such state require
licensing or qualification in order to conduct business of the type
conducted by the Company; in any event the Company is in compliance
with the laws of any such state to the extent necessary to ensure
the enforceability of the related Mortgage Loan; the Company has
the full power and authority to execute and deliver this Agreement
and to perform in accordance herewith; the execution, delivery and
performance of this Agreement (including all instruments of
transfer to be delivered pursuant to this Agreement) by the Company
and the consummation of the transactions contemplated hereby have
been duly and validly authorized; assuming the due authorization,
execution and delivery hereof by the Purchaser and the Servicer,
this Agreement evidences the valid, binding and enforceable
obligation of the Company, subject, as to enforceability, to
bankruptcy, insolvency, reorganization or other similar laws
affecting creditors' rights and to general principles of equity
(regardless of whether the enforceability of this Agreement is
considered in a proceeding in equity or at law); and all requisite
corporate action has been taken by the Company to make this Agreement
valid and binding upon the Company in accordance with its terms;
(b) Ordinary Course of Business. The consummation of
the transactions contemplated by this Agreement are in the ordinary
course of business of the Company, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the Company
pursuant to this Agreement are not subject to the bulk transfer or
any similar statutory provisions in effect in any applicable
jurisdiction;
(c) No Conflicts. Neither the execution and delivery of
this Agreement, the origination or acquisition of the Mortgage
Loans by the Company, the sale of the Mortgage Loans to the
Purchaser or the other transactions contemplated hereby, nor the
fulfillment of or compliance with the terms and conditions of this
Agreement, conflicts with or will result in a breach of any of the
terms, conditions or provisions of the Company's charter or by-laws
or any legal restriction or any agreement or instrument to which
the Company is now a party or by which it is bound, or constitutes
a default or will result in an acceleration under any of the
foregoing, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Company or its property is
subject, or impair the ability of the Purchaser to realize on the
Mortgage Loans, or impair the value of the Mortgage Loans;
(d) No Litigation Pending. There is no action, suit,
proceeding or investigation pending or, to the best of the
Company's knowledge, threatened against the Company which, either
in any one instance or in the aggregate, could reasonably be
expected to result in any material adverse change in the business,
operations, financial condition, properties or assets of the
Company, or in any material impairment of the right or ability of
the Company to carry on its business substantially as now
conducted, or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be
taken in connection with the obligations of the Company
contemplated herein, or which would be likely to impair materially
the ability of the Company to perform under the terms of this
Agreement;
(e) No Consent Required. No consent, approval,
authorization or order of any court or governmental agency or body
is required for the execution, delivery and performance by the
Company of or compliance by the Company with this Agreement or the
sale of the Mortgage Loans as evidenced by the consummation of the
transactions contemplated by this Agreement, or if required, such
approval has been obtained prior to the Closing Date; provided,
however, that the Company makes no representation or warranty
regarding federal or state securities laws in connection with the
sale or distribution of the Certificates;
(f) Selection Process. The Mortgage Loans were selected
from among the outstanding fixed rate one- to four-family mortgage
loans in the Company's portfolio as to which the representations
and warranties set forth in Section 3.03 could be made and such
selection was not made in a manner so as to affect adversely the
interests of the Purchaser;
(g) Pool Characteristics. With respect to all of the
Mortgage Loans (and, as to any percentage of the Mortgage Loans or
Mortgaged Properties, with respect to the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date), (a) no more
than (1.53%) are secured by real property improved by two- to
four-family dwellings; (b) no more than (2.80%) are secured by real
property improved by individual condominium units; (c) no more than
(11.24%) are secured by real property improved by an individual
unit in a planned unit development; (d) none are secured by shares
in cooperative units; (e) at least (84.596.4%) are secured by real
property with a detached one-family residence erected thereon or an
individual unit in a planned unit development; (f) no more than
(2.21.3%) of the Mortgaged Properties were owner-occupied second
homes or investor properties; (g) at least (97.898.7%) of the
Mortgaged Properties were owner-occupied primary residences; (h) no
Mortgage Loans had at origination a Loan-to-Value Ratio in excess
of (10095%); (i) the weighted average Loan-to-Value Ratio with
respect to all of the Mortgage Loans is not greater than (73.9460%)
at origination; (j) none of the Mortgage Loans were originated
under a limited documentation program; (k) approximately (4.69%) of
the Mortgage Loans were "cash-out" refinances, approximately
(63.14.5%) of the Mortgage Loans were rate-term refinances and
approximately (32.30.6%) of the Mortgage Loans were purchase money
mortgage loans; (l) no more than approximately (31.4150%) of the
Mortgaged Properties are located in the State of California; and
(m) all Mortgaged Properties (other than those located in
California) are geographically dispersed with not any one state
having more than (13.63%) of the Mortgaged Properties. The
Mortgage Loans were underwritten in accordance with the Company's
underwriting guidelines in effect at the time each Mortgage Loan as
originated (provided that the Company may have made exceptions to
its underwriting standards where there were compensating factors).
Each Mortgage and Mortgage Note is a FNMA/FHLMC uniform instrument
or was acceptable in form to FNMA or FHLMC as of the date of
origination of the related Mortgage Loan. The minimum Mortgage
Interest Rate on any Mortgage Loan is 4.75%, and the maximum
Mortgage Interest Rate on any Mortgage Loan is 16.7513.50%. No
more than 1.2( )% of the Mortgage Loans are secured by Mortgaged
Properties located in the same United States postal zip code. The
Mortgage Loans have a weighted average remaining term to stated
maturity of approximately 2710 months.
The maximum original principal balance of any Mortgage Loan was
($1,000,000) the minimum original principal balance for any
Mortgage Loan was ($17,400207,200) and the average original
principal balance of the Mortgage Loans was approximately
($251,741282,766.)
(h) No Untrue Information. The information concerning
the Company and the Mortgage Loans set forth in this Agreement,
including the exhibits hereto, and in any statement, report or
other document furnished or to be furnished by the Company pursuant
to this Agreement or in connection with the transactions
contemplated hereby is true, correct and complete in all material
respects;
(i) Sale Treatment. The disposition of the Mortgage
Loans pursuant to this Agreement will be treated by the Company for
financial accounting and reporting purposes as a sale of assets;
(j) Financial Statements. The Company has delivered to
the Purchaser financial statements as to the last two complete
fiscal years. All such financial statements fairly present the
pertinent results of operations and changes in financial position
at the end of each such period of the Company and its subsidiaries
and have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods
involved, except as set forth in the notes thereto. In addition,
the Company has delivered information as to its conventional
mortgage loan delinquency and foreclosure experience for the
immediately preceding two-year period, in each case with respect to
mortgage loans owned by it and such mortgage loans serviced for
others during such period, and all such information so delivered is
true and correct in all material respects. There has been no
change in the business, operations, financial condition, properties
or assets of the Company since the date of the Company's financial
statements that would have a material adverse effect on its ability
to perform its obligations under this Agreement;
(k) No Brokers' Fees. The Company has not dealt with
any broker, investment banker, agent or other person that may be
entitled to any commission or compensation in connection with the
sale of the Mortgage Loans;
(l) Ability to Perform. The Company does not believe,
nor does it have any reason or cause to believe, that it cannot
perform each and every covenant contained in this Agreement; and
(m) Fair Consideration. The consideration received by
the Company upon the sale of the Mortgage Loans under this
Agreement constitutes fair consideration and reasonably equivalent
value for the Mortgage Loans.
Section 3.02. Servicer Representations and Warranties:
The Servicer represents and warrants to the Purchaser that as of
the Closing Date:
(a) Due Organization and Authority. The Servicer is a
corporation duly organized, validly existing and in good standing
under the laws of the State of South Carolina and has all licenses
necessary to carry on its business as now being conducted and is
licensed, qualified and in good standing in each state where a
Mortgaged Property is located if the laws of such state require
licensing or qualification in order to conduct business of the type
conducted by the Servicer; in any event the Servicer is in
compliance with the laws of any such state to the extent necessary
to ensure the enforceability of the related Mortgage Loan and the
servicing of such Mortgage Loan in accordance with the terms of
this Agreement; the Servicer has the full corporate power and
authority to execute and deliver this Agreement and to perform in
accordance herewith; the execution, delivery and performance of
this Agreement (including all instruments of transfer to be
delivered pursuant to this Agreement) by the Servicer and the
consummation of the transactions contemplated hereby to be
performed by the Servicer have been duly and validly authorized;
assuming the due authorization, execution and delivery hereof by
the Purchaser and the Company, this Agreement evidences the valid,
binding and enforceable obligation of the Servicer, subject, as to
enforceability, to bankruptcy, insolvency, reorganization or other
similar laws affecting creditors' rights and to general principles
of equity (regardless of whether the enforceability of this
Agreement is considered in a proceeding in equity or at law); and
all requisite corporate action has been taken by the Servicer to
make this Agreement valid and binding upon the Servicer in
accordance with its terms;
(b) Ordinary Course of Business. The consummation of
the transactions contemplated by this Agreement to be performed by
the Servicer are in the ordinary course of business of the
Servicer;
(c) No Conflicts. Neither the execution and delivery of
this Agreement or the other transactions contemplated hereby, nor
the fulfillment of or compliance with the terms and conditions of
this Agreement, conflicts with or will result in a breach of any of
the terms, conditions or provisions of the Servicer-s certificate
of incorporation or by-laws or any legal restriction or any
agreement or instrument to which the Servicer is now a party or by
which it is bound, or constitutes a default or will result in an
acceleration under any of the foregoing, or result in the violation
of any law, rule, regulation, order, judgment or decree to which
the Servicer or its property is subject, or impair the ability of
the Purchaser to realize on the Mortgage Loans, or impair the value
of the Mortgage Loans;
(d) Ability to Service. Each of the Servicer and the
Subservicer is an approved seller/servicer of conventional
residential mortgage loans for FNMA or FHLMC. The Servicer
directly or through the Subservicer has the facilities,
procedures, and experienced personnel necessary for the servicing,
in accordance with Accepted Servicing Practices, of mortgage loans
of the same type as the Mortgage Loans. Each of the Servicer and
the Subservicer is in good standing to service mortgage loans for
FNMA or FHLMC, and no event has occurred, including but not limited
to a change in insurance coverage, which would make the Servicer or
the Subservicer unable to comply with FNMA or FHLMC eligibility
requirements or which would require notification to either FNMA or
FHLMC;
(e) No Litigation Pending. There is no action, suit,
proceeding or investigation pending or, to the best of the
Servicer's knowledge, threatened against the Servicer which, either
in any one instance or in the aggregate, could reasonably be
expected to result in any material adverse change in the business,
operations, financial condition, properties or assets of the
Servicer, or in any material impairment of the right or ability of
the Servicer to carry on its business substantially as now
conducted, or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be
taken in connection with the obligations of the Servicer
contemplated herein, or which would be likely to impair materially
the ability of the Servicer to perform under the terms of this
Agreement;
(f) No Consent Required. No consent, approval,
authorization or order of any court or governmental agency or body
is required for the execution, delivery and performance by the
Servicer of or compliance by the Servicer with this Agreement or
the consummation of the transactions contemplated by this Agreement
to be performed by the Servicer, or if required, such approval has
been obtained prior to the Closing Date; provided, however, that
the Servicer makes no representation or warranty regarding federal
or state securities laws in connection with the sale or
distribution of the Certificates;
(g) No Untrue Information. The information concerning
the Servicer and the Mortgage Loans set forth in this Agreement,
including the exhibits hereto, and in any statement, report or
other document furnished or to be furnished by the Servicer
pursuant to this Agreement or in connection with the transactions
contemplated hereby is or will be true, correct and complete in all
material respects;
(h) Financial Statements. The Servicer has delivered to
the Purchaser or the Company consolidated financial statements as
to the last two complete fiscal years. All such financial
statements fairly present the pertinent results of operations and
changes in financial position at the end of each such period of the
Servicer and its parent and subsidiaries and have been prepared in
accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as set
forth in the notes thereto. In addition, the Servicer has
delivered information as to its conventional mortgage loan delinquency
and foreclosure experience for the immediately preceding two-year period,
in each case with respect to mortgage loans owned by it and such mortgage
loans serviced for others during such period, and all such information so
delivered is true and correct in all material respects. There has been no
change in the business, operations, financial condition, properties
or assets of the Servicer since the date of the Servicer's financial
statements that would have a material adverse effect on
its ability to perform its obligations under this Agreement;
(i) Reasonable Servicing Fee. The Servicer acknowledges
and agrees that the Servicing Fee, as calculated at the Servicing
Fee Rate, represents reasonable compensation for performing such
services and that the entire Servicing Fee shall be treated by the
Servicer, for accounting and tax purposes, as compensation for the
servicing and administration of the Mortgage Loans pursuant to this
Agreement;
(j) Ability to Perform. The Servicer does not believe,
nor does it have any reason or cause to believe, that it cannot
perform each and every covenant made by it in this Agreement; and
(k) Servicing. From and after the date on which a
Mortgage Loan became subject to the terms and provisions of that
certain Servicing Agreement dated as of April 28, 1995 by and
between the Servicer and the Company (the -Prior Servicing
Agreement-) each such Mortgage Loan has been serviced in accordance
with Accepted Servicing Practices and in material compliance with
the terms and provisions of the Prior Servicing Agreement.
Section 3.03. Representations and Warranties Regarding
Individual Mortgage Loans. As to each Mortgage Loan, the Company
hereby represents and warrants to the Purchaser that as of the
Closing Date:
(a) Mortgage Loans as Described. The information set
forth with respect to the Mortgage Loans on the Mortgage Loan
Schedule provides an accurate listing of the Mortgage Loans, and
the information with respect to each Mortgage Loan on the Mortgage
Loan Schedule is true and correct in all material respects at the
date or dates respecting which such information is given;
(b) Payments Current. All payments required to be made,
up to and including the Due Date immediately preceding the Cut-off
Date, for each Mortgage Loan under the terms of the related
Mortgage Note have been made, and no payment required to be made
under any Mortgage Loan has been delinquent by more than thirty
days more than one time within the twelve months preceding the
Cut-off Date;
(c) No Outstanding Charges. There are no defaults in
complying with the terms of any Mortgage, and all taxes,
governmental assessments, insurance premiums, water, sewer and
municipal charges, leasehold payments or ground rents which
previously became due and owing have been paid, or an escrow of
funds has been established in an amount sufficient to pay for every
such item that remains unpaid and that has been assessed but is not
yet due and payable. The Company has not advanced funds, or
induced, solicited or knowingly received any advance of funds by a
party other than the Mortgagor, directly or indirectly, for the
payment of any amount required under any Mortgage Loan, except for
interest accruing from the date of the related Mortgage Note or
date of disbursement of the Mortgage Loan proceeds, whichever is
later, to the day which precedes by one month the Due Date of the
first installment of principal and interest;
(d) No Defenses. No Mortgage Note is subject to any
right of rescission, set-off, counterclaim or defense, including
without limitation the defense of usury, nor will the operation of
any of the terms of any Mortgage Note or Mortgage, or the exercise
of any right thereunder, render such Mortgage Note or Mortgage
unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including without
limitation the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect
thereto; and no Mortgagor was a debtor in any state or federal
bankruptcy or insolvency proceeding at the time the Mortgage Loan
was originated;
(e) Hazard Insurance. Pursuant to the terms of the
Mortgage, all buildings or other improvements upon the Mortgaged
Property are insured by a generally acceptable insurer against loss
by fire, hazards of extended coverage and such other hazards as are
customary in the area where the Mortgaged Property is located
pursuant to insurance policies conforming to the requirements of
Section 4.10. If, upon origination of the Mortgage Loan, the
Mortgaged Property was in an area identified in the Federal
Register by the Federal Emergency Management Agency as having
special flood hazards (and such flood insurance has been made
available), a flood insurance policy meeting the requirements of
the current guidelines of the federal Flood Insurance
Administration is in effect, which policy conforms to the
requirements of Section 4.10. All individual insurance policies
contain a standard mortgagee clause naming the Company and its
successors and assigns as mortgagee, and all premiums thereon have
been paid. Each Mortgage obligates the Mortgagor thereunder to
maintain the hazard insurance policy at the Mortgagor's cost and
expense, and on the Mortgagor's failure to do so, authorizes the
holder of the Mortgage to obtain and maintain such insurance at
such Mortgagor's cost and expense, and to seek reimbursement
therefor from the Mortgagor. Where required by state law or
regulation, each Mortgagor has been given an opportunity to choose
the carrier of the required hazard insurance, provided the policy
is not a "master" or "blanket"
hazard insurance policy covering the common facilities of a planned
unit development or condominium. Each hazard insurance policy is
the valid and binding obligation of the insurer, is in full force
and effect, and will be in full force and effect and inure to the
benefit of the Purchaser upon the consummation of the transactions
contemplated by this Agreement. The Company has not engaged in,
and has no knowledge of any Mortgagor's having engaged in, any act
or omission that would impair the coverage of any such policy, the
benefits of the endorsement provided for herein, or the validity
and binding effect of either, including without limitation, no
unlawful fee, commission, kickback or other unlawful compensation
or value of any kind has been or will be received, retained or
realized by any attorney, firm or other person or entity, and no
such unlawful items have been received, retained or realized by the
Company;
(f) Compliance with Applicable Laws. Any and all
requirements of any federal, state or local law, including, without
limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or
disclosure laws applicable to each Mortgage Loan have been complied
with, and the Company shall make or cause to be made available upon
reasonable notice for the Purchaser's inspection, evidence of
compliance with all such requirements;
(g) No Satisfaction of Mortgage. Each Mortgage has not
been satisfied, cancelled, subordinated or rescinded, in whole or
in part, and the Mortgaged Property has not been released from the
lien of the Mortgage, in whole or in part, nor has any instrument
been executed that would effect any such release, cancellation,
subordination or rescission;
(h) Valid First Lien. Each Mortgage evidences a valid,
subsisting, enforceable and perfected first lien on the related
Mortgaged Property, including all improvements on the Mortgaged
Property. The lien of the Mortgage is subject only to:
1) liens of current real property taxes and assessments
not yet due and payable, and, if the related Mortgaged Property is
a condominium unit, any lien for common charges permitted by
statute;
2) covenants, conditions and restrictions, rights of
way, easements and other matters of public record as of the date of
recording of such Mortgage acceptable to mortgage lending
institutions in the area in which the related Mortgaged Property is
located or specifically referred to in the lender-s title insurance
policy or attorney-s opinion of title and abstract of title
delivered to the originator of such Mortgage Loan; and
3) other matters to which like properties are commonly
subject which do not, individually or in the aggregate, materially
interfere with the benefits of the security intended to be provided
by the Mortgage or the use, enjoyment, value or marketability of
the related Mortgaged Property.
Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan
establishes a valid, subsisting and enforceable first lien on the
property described therein and the Company has full right to sell
and assign the same to the Purchaser. The Mortgaged Property was
not, as of the date of origination of the Mortgage Loan, subject to
a mortgage, deed of trust, deed to secure debt or other security
instrument creating a lien subordinate to the lien of, the
Mortgage.
(i) Validity of Mortgage Documents. Each Mortgage Note
and the related Mortgage are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in
accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights generally and
by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
All parties to each Mortgage Note and the related Mortgage and any
other related agreement had legal capacity to enter into the
Mortgage Loan and to execute and deliver such Mortgage Note and
Mortgage and any other related agreement, and each Mortgage Note
and Mortgage has been duly and properly executed by such parties;
(j) Ownership. Immediately prior to the sale of the
Mortgage Loans by the Company to the Purchaser pursuant to this
Agreement, the Company was the sole owner and holder of each
Mortgage Loan, each Mortgage Loan was not assigned or pledged, and
the Company had good and marketable title thereto, and had full
right to transfer and sell each Mortgage Loan to the Purchaser free
and clear, except as described in paragraph (h) above, of any
encumbrance, equity, participation interest, lien, pledge, charge,
claim or security interest, and had full right and authority
subject to no interest or participation of, or agreement with, any
other party, to sell and assign each Mortgage Loan pursuant to this
Agreement. Immediately prior to the sale of the Mortgage Loans by
the Company to the Purchaser pursuant to this Agreement, either the
Company was the sole owner of record of each Mortgage Loan or the
Servicer, for the benefit of the Company and as the Company-s
nominee, was the sole record holder of each Mortgage Loan;
(k) LTV; Primary Mortgage Insurance Policy. No Mortgage
Loan has a Loan-to-Value Ratio at origination (or, if any Mortgage
Loan has been the subject of a significant modification since
origination, other than as a result of a default or imminent
default, as of the date of such modification) greater than 95%.
Except for the Mortgage Loans set forth on Exhibit I, the original
LTV of the Mortgage Loan either was not more than 80% or the excess
over 75% is and will be insured as to payment defaults by a Primary
Mortgage Insurance Policy meeting the requirements of Section 4.15
until the LTV of such Mortgage Loan is reduced to 80%. All Primary
Mortgage Insurance Policies shall insure at least 30% of the principal
balance of the related Mortgage Loan at origination if the LTV is between
95.00% and 90.01%, at least 25% of such balance if the LTV is between 90.00%
and 85.01%, and at least 12% of such balance if the LTV is between
85.00% and 80.01%. All provisions of such Primary Mortgage
Insurance Policy have been and are being complied with, such policy
is in full force and effect, and all premiums due thereunder have
been paid. No action, inaction, or event has occurred and no state
of facts exists that has, or will result in the exclusion from,
denial of, or defense to coverage. Any Mortgage Loan subject to a
Primary Mortgage Insurance Policy obligates the Mortgagor
thereunder to maintain the Primary Mortgage Insurance Policy and to
pay all premiums and charges in connection therewith. The Mortgage
Interest Rate for the Mortgage Loan as set forth on the Mortgage
Loan Schedule is net of any such insurance premium;
(l) Title Insurance. Each Mortgage Loan is covered by
either (i) an attorney's opinion of title and abstract of title the
form and substance of which is generally 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 acceptable to FNMA or FHLMC, issued by a
title insurer acceptable to FNMA or FHLMC and qualified to do
business in the jurisdiction where the related Mortgaged Property
is located, insuring, subject to the exceptions listed in paragraph
(h) above, the Company, and its successors and assigns, as to the
first priority lien of the Mortgage in the original principal
amount of the Mortgage Loan. If the Mortgaged Property is a
condominium unit located in a state in which a title insurer will
generally issue an endorsement, then the related title insurance
policy contains an endorsement insuring the validity of the
creation of the condominium form of ownership with respect to the
project in which such unit is located. Where required by state law
or regulation, the Mortgagor has been given the opportunity to
choose the carrier of the required mortgagee title insurance.
Additionally, such mortgagee title insurance policy affirmatively
insures ingress and egress, and against encroachments by or upon
the Mortgaged Property or any interest therein. The Company is the
named insured and the sole insured of such mortgagee title
insurance policy, the assignment to the Purchaser of the Company's
interest in such mortgagee title insurance policy does not require
the consent of or notification to the insurer (or if such consent
or notification is required, such consent has been received, or
such notification has been given), and such mortgagee title
insurance policy is in full force and effect and will be in force
and effect and will inure to the benefit of the Purchaser upon the
consummation of the transactions contemplated
by this Agreement. No claims have been made under such mortgagee
title insurance policy, and no prior holder of the Mortgage,
including the Company, has done, by act or omission, anything that
would impair the coverage of such lender's title insurance policy,
including without limitation, no unlawful fee, commission, kickback
or other unlawful compensation or value of any kind has been or
will be received, retained or realized by any attorney, firm or
other person or entity, and no such unlawful items have been
received, retained or realized by the Company;
(m) Mortgaged Property Undamaged; No Defaults. No
foreclosure action is being threatened or commenced with respect to
any Mortgage Loan. There is no proceeding pending or threatened
for the total or partial condemnation of any Mortgaged Property.
Each Mortgaged Property is undamaged by waste, fire, earthquake or
earth movement, windstorm, flood, tornado or other casualty so as
to affect adversely the value of the Mortgaged Property as security
for the related Mortgage Loan or the use for which the premises
were intended. There is no default, breach, violation or event of
acceleration existing under any Mortgage or the Mortgage Note and
no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration, and neither the Company
nor its predecessors have waived any default, breach, violation or
event of acceleration;
(n) No Mechanics' Liens. There are no mechanics' or
similar liens or claims which have been filed for work, labor or
material (and no rights are outstanding that under the law could
give rise to such liens) affecting any Mortgaged Property which are
or may be liens prior to, or equal or coordinate with, the lien of
the related Mortgage;
(o) Loan Origination. Each Mortgage Loan was originated
by a savings and loan association, savings bank, commercial bank,
credit union, insurance company, or similar institution which is
supervised and examined by a Federal or State authority, or by a
mortgagee approved by the Secretary of Housing and Urban
Development pursuant to sections 203 and 211 of the National
Housing Act. The documents, instruments and agreements submitted
for loan underwriting were not falsified and contain no untrue
statement of material fact or omit to state a material fact
required to be stated therein as necessary to make the information
and statements therein not misleading. The originator of each
Mortgage Loan was in compliance with any and all applicable "doing
business" and licensing requirements in the jurisdiction in which
the related Mortgaged Property was located when such party
originated such Mortgage Loan;
(p) Interest Accrual. Each mortgage loan provides for
accrual of interest on the basis of a 360-day year consisting of
twelve 30-day months.
(q) Original Terms Unmodified. The terms of each
Mortgage Note and Mortgage have not been impaired, waived, altered
or modified in any respect, except by a written instrument which
has been recorded, if necessary to protect the interests of the
Purchaser and which have been delivered to Purchaser (or its
designee) prior to the Closing Date. The substance of any such
waiver, alteration or modification has been approved by the issuer
of any related Primary Mortgage Insurance Policy and the title
insurer, to the extent required by the related policy, and its
terms are reflected on the Mortgage Loan Schedule. No Mortgagor
has been released, in whole or in part, from the obligations
imposed by the terms of the related Mortgage Note, and no Mortgaged
Property has been released, in whole or in part, from the lien of
the related Mortgage, except in connection with an assumption
agreement approved by the issuer of any related Primary Mortgage
Insurance Policy and the title insurer, to the extent required by
the related policy, and which assumption agreement is part of the
related Mortgage Loan File and the terms of which are reflected in
the Mortgage Loan Schedule;
(r) Location and Type of Mortgaged Property. Each
Mortgaged Property is located in the state identified in the
Mortgage Loan Schedule and consists of a parcel of real property
with a detached single family residence erected thereon, or a two-
to four-family dwelling, or an individual condominium unit in a
low-rise condominium project, or an individual unit in a planned
unit development, provided, however, that any condominium project,
or planned unit development shall conform with the Company-s
underwriting guidelines in effect at the time that such Mortgage
Loan was originated regarding such dwellings, and no residence or
dwelling is a mobile home or a manufactured dwelling. No portion
of any Mortgaged Property is or has been used for commercial
purposes;
(s) Full Disbursement of Proceeds. Each Mortgage Loan
has been closed and the proceeds of each Mortgage Loan have been
fully disbursed and there is no requirement for future advances
thereunder, and any and all requirements as to completion of any
on-site or off-site improvement and as to disbursements of any
escrow funds therefor have been complied with. All costs, fees and
expenses incurred in making or closing each Mortgage Loan and the
recording of the related Mortgage were paid, and the related
Mortgagor is not entitled to any refund of any amounts paid or due
under such Mortgage Note or Mortgage;
(t) Doing Business. All parties that have had any
interest in any Mortgage Loan, whether as mortgagee, assignee,
pledgee or otherwise, are (or, during the period in which they held
and disposed of such interest, were) (1) in compliance with any and
all applicable licensing requirements of the laws of the state
wherein the related Mortgaged Property is located, and (2)
organized under the laws of such state, or (3) qualified to do
business in such state, or (4) federal savings and loan
associations or national banks having principal offices in such
state, or (5) not doing business in such state;
(u) Location of Improvements; No Encroachments. All
improvements located on or being part of each Mortgaged Property
lie wholly within the boundaries and building restriction lines of
such Mortgaged Property (and, if such Mortgaged Property is a
condominium unit, such improvements lie wholly within the project)
and no improvements on adjoining properties encroach upon such
property. As of the date of origination of the Mortgage Loan, no
improvement located on or being part of the Mortgaged Property was
in violation of any applicable zoning law or regulation;
(v) Payment Terms. Each Mortgage Note is payable each
month in equal monthly installments of principal and interest with
the exception of the final Monthly Payment scheduled thereunder
which may differ in a non-material amount, with interest calculated
and payable in arrears, sufficient to amortize the Mortgage Loan
fully by the stated maturity date, over an original term of not
more than thirty years from commencement of amortization, with a
principal balance at origination of no more than $1,000,000. The
stated remaining term of each Mortgage Loan is between 36( ) and
357( ) months.
(w) Customary Provisions. Each Mortgage contains
customary and enforceable provisions such as to render the rights
and remedies of the holder thereof adequate for the realization
against the related Mortgaged Property of the benefits of the
security provided thereby, including, (i) in the case of a Mortgage
designated as a deed of trust, by trustee's sale, and (ii)
otherwise by judicial foreclosure. Upon default by a Mortgagor on
a Mortgage Loan and foreclosure on, or trustee's sale of, the
related Mortgaged Property pursuant to the proper procedures, the
holder of such Mortgage Loan will be able to deliver good and
merchantable title to the related Mortgaged Property. There is no
homestead or other exemption available to a Mortgagor that would
interfere with the ultimate sale of the related Mortgaged Property
at a trustee's sale or the right to foreclose the Mortgage;
(x) Occupancy of the Mortgaged Property. As of the date
on which each Mortgage Loan was originated, the related Mortgaged
Property was capable of being lawfully occupied under applicable
law. All inspections, licenses and certificates required to be
made or issued with respect to all occupied portions of each
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. Except as set forth on the Mortgage
Loan Schedule, each Mortgagor represented at the time of
origination of the related Mortgage
Loan that such Mortgagor would occupy the related Mortgaged
Property as such Mortgagor's primary residence;
(y) No Additional Collateral. Each Mortgage Note is not
and has not been secured by any collateral except the lien of the
corresponding Mortgage and the security interest of any applicable
security agreement or chattel mortgage referred to in (h) above;
(z) Deeds of Trust. In the event any Mortgage
constitutes a deed of trust, a trustee, duly qualified under
applicable law to serve as such, has been properly designated and
currently so serves and is named in such Mortgage, and no fees or
expenses are or will become payable by the Company, or any assignee
or transferee thereof, to the trustee under the deed of trust,
except in connection with a trustee's sale after default by the
related Mortgagor;
(aa) Delivery of Mortgage Documents. Each Mortgage Note,
the related Mortgage, the related Assignment of Mortgage and any
other documents required to be delivered with respect to each
Mortgage Loan by the Company as set forth in Exhibit C-1 attached
hereto have been delivered, in accordance with Section 2.03 hereof,
to the Purchaser (or its designee). The Company or the Servicer,
as the case may be, is in possession of a complete, true and
accurate Mortgage File with respect to each Mortgage Loan in
compliance with Exhibit B, except for such documents the originals
of which have been delivered to the Purchaser (or its designee);
(bb) Transfer of Mortgage Loans. Each Assignment of
Mortgage is in recordable form and is acceptable for recording
under the laws of the jurisdiction in which the related Mortgaged
Property is located;
(cc) Due on Sale. Each Mortgage contains an enforceable
provision (to the extent not prohibited by law) for the
acceleration of the payment of the unpaid principal balance of the
related Mortgage Loan in the event that the related Mortgaged
Property is sold or transferred without the prior written consent
of the Mortgagee thereunder;
(dd) Buydown Provisions; No Graduated Payments or
Contingent Interests. No more than 0( )% of the Mortgage Loans (by
Principal Balance) are Buydown Mortgage Loans. Each Buydown
Mortgage Loan has been fully funded. No Mortgage Loan is a
graduated payment mortgage loan and no Mortgage Loan has a shared
appreciation or other contingent interest feature;
(ee) Consolidation of Future Advances. None of the
Mortgage Loans contain any provisions permitting future advances
after the Cut-off Date. Any future advances made prior to the
Cut-off Date have been consolidated with the outstanding principal
amount secured by the related Mortgage, and the secured principal
amount, as consolidated, bears a single interest rate and single
repayment term. The lien of the Mortgage securing the consolidated
principal amount is expressly insured as having
first lien priority by a title insurance policy, an endorsement to
the policy insuring the mortgagee's consolidated interest or by
other title evidence acceptable to FNMA and FHLMC. In each case,
the consolidated principal amount does not exceed the original
principal amount of the Mortgage Loan;
(ff) Collection and Origination Practices; Escrow
Deposits. The origination and collection practices used with
respect to each Mortgage Loan have been in accordance with Accepted
Servicing Practices, and have been in all respects in compliance
with all applicable laws and regulations. With respect to escrow
deposits and Escrow Payments, if any, all such payments are in the
possession of, or under the control of, the Company or the Servicer
and there exist no deficiencies in connection therewith for which
customary arrangements for repayment thereof have not been made.
All Escrow Payments have been collected in full compliance with
state and federal law. With respect to each Mortgage Loan that
provides for Escrow Payments and where Escrow Payments have been
collected, an escrow of funds is not prohibited by applicable law
and has been established in accordance with Accepted Servicing
Practices. No escrow deposits or Escrow Payments or other charges
or payments due the Company have been capitalized under the
Mortgage or the Mortgage Note. Any interest required to be paid
pursuant to state and local law has been properly paid and
credited;
(gg) Appraisal. Each Mortgage File contains an appraisal
of the related Mortgaged Property signed prior to the approval of
the related Mortgage Loan application by an appraiser who had no
direct or indirect interest in the related Mortgaged Property and
who meets the minimum qualifications of FNMA and FHLMC for
appraisers, on a form approved by FNMA or FHLMC with such riders as
have been approved by FNMA or FHLMC, as the case may be;
(hh) Soldiers' and Sailors' Relief Act. No Mortgagor has
notified the Company of, and the Company has no knowledge of, any
relief requested or allowed to any Mortgagor under the Soldiers'
and Sailors' Civil Relief Act of 1940;
(ii) No Construction Loans. No Mortgage Loan was made in
connection with facilitating the trade-in or exchange of a
Mortgaged Property;
(jj) Adverse Conditions. The Company knows of no
condition or event with respect to any Mortgage Loan which
reasonably could cause it to expect that such Mortgage Loan shall
become delinquent or that the value of such Mortgage Loan will
otherwise be adversely affected;
(kk) No Release. No Mortgage Loan requires the Mortgagee
thereunder to release any portion of the related Mortgaged Property
from the lien of the related Mortgage other than upon payment in
full of such Mortgage Loan;
(ll) Condominiums/Planned Unit Developments. If any
Mortgaged Property is a condominium unit or a planned unit
development (other than a de minimis planned unit development) such
condominium or planned unit development project meets the Company-s
underwriting guidelines that were in effect at the time of
origination of the related Mortgage Loan;
(mm) REMIC Qualification. Each Mortgage Loan is a
"qualified mortgage" within the meaning of Section 860G of the Code
and Treas. Reg. ^U1.860G-2.
(nn) No Violation of Environmental Laws. There is no
pending action or proceeding directly involving any Mortgaged
Property of which the Company is aware in which compliance with any
environmental law, rule or regulation is an issue; and to the best
of the Company-s knowledge, nothing further remains to be done to
satisfy in full all requirements of each such law, rule or
regulation constituting a prerequisite to use and enjoyment of said
property.
(oo) Mortgagor. The Mortgagor is one or more natural
persons and/or trustees for an Illinois land trust or a trustee
under a -living trust- and such -living trust- is in compliance
with FNMA.
(pp) Servicing. From and after the date of origination,
each Mortgage Loan has been serviced in accordance with Accepted
Servicing Practices in all respects, and the Servicer has complied
in all material respects with the provisions relative to the
servicing and administration of each Mortgage Loan as such
provisions are set forth in the Prior Servicing Agreement.
(qq) Legal Proceedings. No Mortgaged Property is subject
to foreclosure, litigation, bankruptcy or insolvency proceedings or
any workout or foreclosure agreement, and, to the best of the
Company-s knowledge, the filing of a bankruptcy or insolvency
proceeding that would result in such Mortgage Loan becoming subject
to bankruptcy or insolvency proceedings is not imminent.
Section 3.04. Remedies for Breach of Representations and
Warranties. It is understood and agreed that the representations
and warranties set forth in Sections 3.01, 3.02, and 3.03 shall
survive the sale of the Mortgage Loans to the Purchaser and the
subsequent sale of the Mortgage Loans by the Purchaser to the
Depositor and by the Depositor to the Trustee, and the delivery of
the Mortgage Loan Documents to the Purchaser (or its designee) and
shall inure to the benefit of the Purchaser, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or
Assignment of Mortgage or the examination or failure to examine any
Mortgage File. Upon discovery by the Company, the Servicer or the
Purchaser of a breach of any of the foregoing representations and
warranties which materially and adversely affects the value of the
Mortgage Loans or the interests of the Purchaser (or which
materially and adversely affects the interests of the Purchaser in
the related Mortgage Loan in the case of a representation and
warranty relating to a particular Mortgage Loan), the party discovering
such breach shall give prompt written notice to the other parties.
With respect to a breach of any representation or
warranty set forth in Sections 3.01 or 3.03, within 90 days of the
earlier of either discovery by or notice to the Company of any
breach of any such representation or warranty which materially and
adversely affects the value of the Mortgage Loans or the interests
of the Purchaser, or which materially and adversely affects the
interest of the Purchaser in the related Mortgage Loan in the case
of a representation and warranty relating to the Mortgage Loans,
the Company shall use its best efforts promptly to cure such breach
in all material respects and, if such breach cannot be cured, the
Company shall repurchase the affected Mortgage Loan at the
Repurchase Price.
In the event that a breach shall involve any
representation or warranty set forth in Section 3.01, and such
breach cannot be cured within 60 days of the earlier of either
discovery by or notice to the Company of such breach, then, if such
breach materially and adversely affects the value of any Mortgage
Loan or the interests of the Purchaser in any Mortgage Loan, the
Company shall repurchase such affected Mortgage Loan at the
Repurchase Price.
The Company may, within 90 days following the earlier of
discovery by or notice to the Company of any such breach of Section
3.03, at its option and subject to the provisions described below,
and provided that the Company has a Qualifying Substitute Mortgage
Loan, rather than repurchase the Mortgage Loan as provided above,
remove such Mortgage Loan (a "Deleted Mortgage Loan") and
substitute in its place one or more Qualifying Substitute Mortgage
Loans, provided that no such substitution shall be made (i) after
the two year period beginning on the Closing Date and (ii) unless
the Purchaser has received an Opinion of Counsel (at the expense of
the Company) that such substitution will not adversely affect the
status of any REMIC established pursuant to the Trust Agreement as
a REMIC or cause any such REMIC to be deemed to have engaged in a
"prohibited transaction" under the REMIC Provisions. If the
Company has no Qualifying Substitute Mortgage Loan, it shall
repurchase the deficient Mortgage Loan. Any repurchase of a
Mortgage Loan or Loans pursuant to the foregoing provisions of this
Section 3.04 shall be accomplished by the Company remitting to the
Servicer for deposit in the Custodial Account the amount of the
Repurchase Price for distribution to Purchaser on the next
scheduled Remittance Date, after deducting therefrom any amount
received in respect of such repurchased Mortgage Loan or Loans and
being held in the Custodial Account for future distribution which
amount shall be remitted to the Company.
At the time of repurchase or substitution, the Purchaser
and the Company shall arrange for the reassignment of
the Deleted Mortgage Loan to the Company and the delivery to the
Company of any documents held by the Purchaser relating to the
Deleted Mortgage Loan. In the event of a repurchase or
substitution, the Company shall, simultaneously with such
reassignment, give written notice to the Purchaser and the Servicer
that such repurchase or substitution has taken place, amend the
Mortgage Loan Schedule to reflect the withdrawal of the Deleted
Mortgage Loan from this Agreement, and, in the case of
substitution, identify one or more Qualifying Substitute Mortgage
Loans and amend the Mortgage Loan Schedule to reflect the addition
of such Qualifying Substitute Mortgage Loan to this Agreement. In
connection with any such substitution, the Company shall be deemed
to have made as to such Qualifying Substitute Mortgage Loan the
representations and warranties set forth in this Agreement except
that all such representations and warranties set forth in this
Agreement with respect to each Mortgage Loan shall be deemed made
as to such Qualifying Substitute Mortgage Loan as of the date of
such substitution. The Company shall effect such substitution by
delivering to the Purchaser for such Qualifying Substitute Mortgage
Loan the documents required by the Trust Agreement, with the
Mortgage Note endorsed as required by the Trust Agreement. No
substitution will be made in any calendar month after the
Determination Date for such month. The Company shall remit to the
Servicer for deposit in the Custodial Account the Monthly Payment
due on such Qualifying Substitute Mortgage Loan or Loans in the
month following the date of such substitution. Monthly Payments
due with respect to Qualifying Substitute Mortgage Loans in the
month of substitution less the related Servicing Fee shall be
remitted to the Company by the Servicer. For the month of
substitution, distributions to Purchaser shall include the Monthly
Payment due on any Deleted Mortgage Loan in the month of
substitution, and the Company shall thereafter be entitled to
retain all amounts subsequently received by the Company in respect
of such Deleted Mortgage Loan.
For any month in which the Company substitutes a
Qualifying Substitute Mortgage Loan for a Deleted Mortgage Loan,
the Company shall determine the amount (if any) by which the
aggregate principal balance of all Qualifying Substitute Mortgage
Loans as of the date of substitution is less than the aggregate
Principal Balance of all Deleted Mortgage Loans (after application
of scheduled principal payments due in the month of substitution).
The amount of such shortfall shall be remitted by the Company to
the Servicer for deposit in the Custodial Account at the time of
such substitution.
In addition to such repurchase or substitution
obligation, the Company shall promptly reimburse the Purchaser for
any expenses reasonably incurred by the Purchaser in enforcing its
remedies hereunder in connection with any breach by the Company of
any representation or warranty set forth in this
Agreement. It is understood and agreed that the obligations of the
Company set forth in this Section 3.04 to cure, substitute for or
repurchase a defective Mortgage Loan and to reimburse the Purchaser
as provided in this Section 3.04 constitute the sole remedies of
the Purchaser respecting a breach of the foregoing representations
and warranties.
Any cause of action against the Company relating to or
arising out of the breach of any representations and warranties
made in Sections 3.01 and 3.03 shall accrue as to any Mortgage Loan
upon failure by the Company to cure such breach or repurchase such
Mortgage Loan as specified above.
With respect to a breach of any representation or
warranty set forth in Section 3.02, the Servicer shall indemnify
the Purchaser and hold it harmless against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees
and related costs, judgments, and other cost and expenses resulting
from any claim, demand, defense or assertion based on or grounded
upon, or resulting from, a breach of the Servicer representations
and warranties contained in Section 3.02 of this Agreement.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01. Servicer to Act as Servicer. The
Servicer, as an independent contractor, shall service and
administer the Mortgage Loans and shall have full power and
authority, acting alone or through a Subservicer, to do, or cause
to be done, any and all things in connection with such servicing
and administration which the Servicer may deem necessary or
desirable, consistent with the terms of this Agreement and with
Accepted Servicing Practices.
Consistent with the terms of this Agreement, the Servicer
may waive any late payment charge, assumption fee or other fee that
may be collected in the ordinary course of servicing the Mortgage
Loans. The Servicer shall not make any future advances to any
obligor under any Mortgage Loan and (unless the Mortgagor is in
default with respect to the Mortgage Loan or such default is, in
the judgment of the Servicer, imminent) the Servicer shall not
permit any modification of any material term of any Mortgage Loan,
including any modification that would change the Mortgage Interest
Rate, defer or forgive the payment of principal or interest, reduce
or increase the outstanding principal balance (except for actual
payments of principal) or change the final maturity date on such
Mortgage Loan. In the event of any such modification which permits
the deferral of interest or principal payments on any Mortgage
Loan, the Servicer shall, on the Business Day immediately preceding
the Remittance Date in any month in which any such principal or
interest payment has been deferred, make a Monthly Advance in
accordance with Section 5.03, in an amount equal to the difference
between (a) such month's principal and one month's
interest at the Remittance Rate on the unpaid principal balance of
such Mortgage Loan and (b) the amount paid by the Mortgagor. The
Servicer shall be entitled to reimbursement for such advances to
the same extent as for all other advances made pursuant to Section
5.03. Without limiting the generality of the foregoing, the
Servicer shall continue, and is hereby authorized and empowered, to
execute and deliver on behalf of itself and the Purchaser, all
instruments of satisfaction or cancellation, or of partial or full
release, discharge and all other comparable instruments, with
respect to the Mortgage Loans and with respect to the Mortgaged
Properties. Upon the request of the Servicer, the Purchaser shall
furnish the Servicer with any powers of attorney and other
documents necessary or appropriate to enable the Servicer to carry
out its servicing and administrative duties under this Agreement.
In servicing and administering the Mortgage Loans, the
Servicer shall employ procedures (including collection procedures)
and exercise the same care that it customarily employs and
exercises in servicing and administering mortgage loans for its own
account, giving due consideration to Accepted Servicing Practices
where such practices do not conflict with the requirements of this
Agreement.
The Mortgage Loans may be subserviced by the Subservicer
in accordance with the servicing provisions of this Agreement on
behalf of the Servicer, provided that the Subservicer is a
FNMA-approved lender or a FHLMC seller/servicer in good standing,
and no event has occurred, including but not limited to a change in
insurance coverage, which would make it unable to comply with the
eligibility requirements for lenders imposed by FNMA or for
seller/servicers imposed by FHLMC, or which would require
notification to FNMA or FHLMC. The Servicer may perform any of its
servicing responsibilities hereunder or may cause the Subservicer
to perform any such servicing responsibilities on its behalf, but
the use by the Servicer of the Subservicer shall not release the
Servicer from any of its obligations hereunder and the Servicer
shall remain responsible hereunder for all acts and omissions of
the Subservicer as fully as if such acts and omissions were those
of the Servicer. Any monies received by the Subservicer in respect
of any Mortgage Loan shall be deemed to have been received by the
Servicer whether or not actually received by it. The Servicer
shall pay all fees and expenses of the Subservicer from its own
funds, and the Subservicer's fee shall not exceed the Servicing
Fee.
References in this Agreement to performance by the
Servicer of its servicing responsibilities hereunder shall be
deemed to include the Subservicer acting on behalf of the Servicer.
At the cost and expense of the Servicer, without any
right of reimbursement from the Custodial Account, the Servicer
shall be entitled to terminate the rights and responsibilities of
the Subservicer and arrange for any servicing responsibilities to
be performed by a successor Subservicer meeting the requirements in
the second preceding paragraph and approved by the Purchaser in
writing (which approval shall not be unreasonably withheld),
provided, however, that nothing contained herein shall be deemed to
prevent or prohibit the Servicer, at the Servicer's option, from
electing to service the related Mortgage Loans itself. In the
event that the Servicer's responsibilities and duties under this
Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01,
the Servicer shall at its own cost and expense terminate the rights
and responsibilities of the Subservicer as soon as is reasonably
possible. The Servicer shall pay all fees, expenses or penalties
necessary in order to terminate the rights and responsibilities of
the Subservicer from the Servicer's own funds without reimbursement
from the Purchaser.
The Servicer shall be entitled to enter into an agreement
with the Subservicer for indemnification of the Servicer by the
Subservicer and nothing contained in this Agreement shall be deemed
to limit or modify such indemnification.
Any Subservicing Agreement and any other transactions or
services relating to the Mortgage Loans involving the Subservicer
shall be deemed to be between the Subservicer and Servicer alone,
and the Purchaser shall have no obligations, duties or liabilities
with respect to the Subservicer including no obligation, duty or
liability of Purchaser to pay the Subservicer's fees and expenses.
For purposes of distributions and advances by the Servicer pursuant
to this Agreement, the Servicer shall be deemed to have received a
payment or other recovery in respect of a Mortgage Loan when the
Subservicer has received such payment or recovery.
Section 4.02. Liquidation of Mortgage Loans. In the
event that any payment due under any Mortgage Loan and not deferred
pursuant to Section 4.01 is not paid when the same becomes due and
payable, or in the event the Mortgagor fails to perform any other
covenant or obligation under the Mortgage Loan and such failure
continues beyond any applicable grace period, the Servicer shall
take such action as (1) the Servicer would take under similar
circumstances with respect to a similar mortgage loan held for its
own account for investment, (2) shall be consistent with Accepted
Servicing Practices, and (3) is consistent with any related Primary
Mortgage Insurance Policy.
Notwithstanding anything to the contrary contained
herein, in connection with a foreclosure or acceptance of a deed in
lieu of foreclosure, in the event the Servicer has reasonable cause
to believe that a Mortgaged Property is contaminated by such
hazardous or toxic substances or wastes identified as such pursuant
to any local, state or federal environmental law, rule or
regulation, or if the Purchaser otherwise requests an environmental
inspection, an inspection of such Mortgaged Property shall be conducted
by a qualified inspector. Upon completion of such inspection, the Servicer
shall promptly provide the Purchaser with a written report of such
environmental inspection.
In the event that the environmental inspection report
indicates that the Mortgaged Property is contaminated by hazardous
or toxic substances or wastes, the Servicer shall not proceed with
foreclosure or acceptance of a deed in lieu of foreclosure, and the
Servicer shall be reimbursed for all Servicing Advances made with
respect to the related Mortgaged Property from the Custodial
Account pursuant to Section 4.05 hereof.
Section 4.03. Collection of Mortgage Loan Payments.
Continuously from the date hereof until the principal and interest
on all Mortgage Loans are paid in full, the Servicer shall proceed
diligently to collect all payments due under each of the Mortgage
Loans when the same shall become due and payable and shall
ascertain and estimate Escrow Payments and all other charges that
will become due and payable with respect to the Mortgage Loan and
the Mortgaged Property consistent with Accepted Servicing
Practices, to the end that the installments payable by the
Mortgagors will be sufficient to pay such charges as and when they
become due and payable.
Section 4.04. Establishment of and Deposits to Custodial
Account. The Servicer shall segregate and hold all funds collected
and received pursuant to a Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and
maintain one or more Custodial Accounts, in the form of time
deposit or demand accounts, titled "Fleet Mortgage Corp., in trust
for Lehman Capital, A Division of Lehman Brothers Holdings Inc.,"
or such other designation as the Purchaser may direct. The
Custodial Account shall be an Eligible Account. Any funds
deposited in the Custodial Account may be invested in Eligible
Investments. Funds deposited in the Custodial Account may be
withdrawn by the Servicer in accordance with Section 4.05. The
creation of any Custodial Account shall be evidenced by a
certification substantially in the form of Exhibit D-1 hereto, in
the case of an account established with the Servicer or an
affiliate thereof, or by a letter agreement substantially in the
form of Exhibit D-2 hereto, in the case of an account held by a
depository other than the Servicer or an affiliate thereof. A copy
of such certification or letter agreement shall be furnished to the
Purchaser and, upon request, to any subsequent Purchaser.
Funds in a Custodial Account may be invested in Eligible
Investments which shall mature not later than the earlier of the
Business Day immediately preceding the next succeeding Remittance
Date, and such Eligible Investments shall not be sold or disposed
of prior to their maturity. All income and gain realized from any
investment shall be for the benefit of the Servicer and shall be
subject to its withdrawal or order from
time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the related Custodial
Account by the Servicer out of its own funds immediately as such
loss is realized.
The Servicer shall deposit in the Custodial Account on a
daily basis, as received, and retain therein, the following
collections received by the Servicer and payments made by the
Servicer after the Cut-off Date, other than payments of principal
and interest due on or before the Cut-off Date:
(i) all payments on account of principal on the Mortgage
Loans, including all Principal Prepayments;
(ii) all payments on account of interest on the Mortgage
Loans adjusted to the Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) all Insurance Proceeds including amounts required to
be deposited pursuant to Section 4.10 (other than proceeds to be
held in the Escrow Account and applied to the restoration or repair
of the Mortgaged Property or released to the Mortgagor in
accordance with Section 4.14) and Section 4.11;
(v) all Condemnation Proceeds which are not applied to
the restoration or repair of the Mortgaged Property;
(vi) any amount (without duplication) required to be
deposited in the Custodial Account pursuant to Sections 4.01, 4.16,
5.03, 6.01 or 6.02;
(vii) any amounts received by the Servicer payable in
connection with the repurchase of any Mortgage Loan pursuant to
Section 3.04 and all amounts received by the Servicer which are
required to be deposited by the Servicer in connection with a
shortfall in principal amount of any Qualifying Substitute Mortgage
Loan pursuant to Section 3.04;
(viii) with respect to each Principal Prepayment
received during the immediately preceding Prepayment Period, an
amount (to be paid by the Servicer out of its funds as provided in
Section 6.03 hereof) which, when added to all amounts allocable to
interest received in connection with such Principal Prepayment,
equals one month's interest on the amount of principal so prepaid
at the Remittance Rate, the aggregate of such payments by the
Servicer for any month not to exceed the aggregate of the
Servicer's Servicing Fees for such month;
(ix) any amounts required to be deposited by the Servicer
into the Custodial Account pursuant to Section 4.11 in connection
with the deductible clause in any blanket hazard insurance policy;
and
(x) any amounts received with respect to or related to
any REO Property and all REO Disposition Proceeds pursuant to
Section 4.16.
The foregoing requirements for deposit into the Custodial
Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the
nature of late payment charges and assumption
fees, need not be deposited by the Servicer into the Custodial
Account. Any interest paid on funds deposited in the Custodial
Account by the depository institution shall accrue to the benefit
of the Servicer and the Servicer shall be entitled to retain and
withdraw such interest from the Custodial Account pursuant to
Section 4.05.
Section 4.05. Permitted Withdrawals From Custodial
Account. The Servicer shall, from time to time, withdraw funds
from the Custodial Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and
in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances of the
Servicer's funds made pursuant to Section 5.03, the Servicer's
right to reimburse itself pursuant to this subclause (ii) being
limited to amounts received on the related Mortgage Loan which
represent late payments of principal and/or interest respecting
which any such advance was made, related Liquidation Proceeds,
Insurance Proceeds, Condemnation Proceeds, REO Property, and such
other amounts as may be collected by the Servicer from the
Mortgagor or otherwise relating to such Mortgage Loan, it being
understood that, in the case of any such reimbursement, the
Servicer's right thereto shall be prior to the rights of Purchaser,
except that, where the Servicer is required to repurchase a
Mortgage Loan pursuant to Section 6.02, the Servicer's right to
such reimbursement shall be subsequent to the payment to the
Purchaser of the Repurchase Price pursuant to such sections and all
other amounts required to be paid to the Purchaser with respect to
such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing
Advances, and for any unpaid Servicing Fees, the Servicer's right
to reimburse itself pursuant to this subclause (iii) with respect
to any Mortgage Loan being limited to related Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds
and other amounts received in respect of the related REO Property,
and such other amounts as may be collected by the Servicer from the
Mortgagor or otherwise relating to the Mortgage Loan, it being
understood that, in the case of any such reimbursement, the
Servicer's right thereto shall be prior to the rights of the
Purchaser except where the Servicer is required to repurchase a
Mortgage Loan pursuant to Section 6.02, in which case the
Servicer's right to such reimbursement shall be subsequent to the
payment to the Purchaser of the Repurchase Price pursuant to such
sections and all other amounts required to be paid to the Purchaser
with respect to such Mortgage Loan;
(iv) to reimburse itself for any Nonrecoverable Advance;
(v) to pay itself investment earnings on funds deposited
in the Custodial Account;
(vi) to reimburse itself for expenses incurred and
reimbursable to it pursuant to Section 8.01 or Section 8.03;
(vii) to pay any amount required to be paid pursuant
to Section 4.16 related to any REO Property (including recordation
expenses incurred in connection with a foreclosure proceeding and
the reasonable costs of obtaining any Opinion of Counsel described
in Section 4.16), it being understood that in the case of any such
expenditure or withdrawal related to a particular REO Property, the
amount of such expenditure or withdrawal from the Custodial Account
shall be limited to amounts on deposit in the Custodial Account
with respect to the related REO Property;
(viii) to withdraw funds deposited in error in the
Custodial Account; and
(ix) to clear and terminate the Custodial Account upon
the termination of this Agreement.
Section 4.06. Establishment of and Deposits to Escrow
Account. The Servicer shall segregate and hold all funds collected
and received pursuant to a Mortgage Loan constituting Escrow
Payments separate and apart from any of its own funds and general
assets and shall establish and maintain one or more Escrow
Accounts, in the form of time deposit or demand accounts, titled,
"Fleet Mortgage Corp., in trust for Lehman Capital, A Division of
Lehman Brothers Holdings Inc." The Escrow Accounts shall be
Eligible Accounts. Funds deposited in the Escrow Account may be
drawn on by the Servicer in accordance with Section 4.07. The
creation of any Escrow Account shall be evidenced by a
certification substantially in the form of Exhibit E-1 hereto, in
the case of an account established with the Servicer, or by a
letter agreement substantially in the form of Exhibit E-2 hereto,
in the case of an account held by a depository other than the
Servicer. A copy of such certification or letter, as applicable,
shall be furnished to the Purchaser upon request.
The Servicer shall deposit in the Escrow Account or
Accounts on a daily basis, and retain therein:
(i) all Escrow Payments collected on account of the
Mortgage Loans, for the purpose of effecting timely payment of any
such items as required under the terms of this Agreement and the
related Mortgage Notes; and
(ii) all amounts representing Insurance Proceeds or
Condemnation Proceeds which are to be applied to the restoration or
repair of any Mortgaged Property pursuant to Section 4.14.
The Servicer shall make withdrawals from the Escrow
Account only to effect such payments as are required under this
Agreement, as set forth in Section 4.07. The Servicer shall be
entitled to retain any interest paid on funds deposited in the
Escrow Account by the depository institution, other than interest
on escrowed funds required by law to be paid to the Mortgagor. To
the extent required by law, the Servicer shall pay interest on
escrowed funds to the Mortgagor notwithstanding that the Escrow
Account may be non-interest bearing or that interest paid thereon
is insufficient for such purposes.
Section 4.07. Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account or Accounts may be made by the
Servicer only:
(i) to effect timely payments of items constituting
Escrow Payments for the related Mortgage;
(ii) to reimburse the Servicer for any Servicing Advances
made by the Servicer pursuant to Section 4.08 with respect to a
related Mortgage Loan, but only from amounts received on the
related Mortgage Loan which represent late collections of Escrow
Payments thereunder;
(iii) to refund to any Mortgagor any funds found to
be in excess of the amounts required under the terms of the related
Mortgage Loan;
(iv) for transfer to the Custodial Account and
application to reduce the principal balance of the Mortgage Loan in
accordance with the terms of the related Mortgage and Mortgage
Note;
(v) for application to restoration or repair of the
Mortgaged Property in accordance with the procedures outlined in
Section 4.14;
(vi) to pay to the Servicer, or any Mortgagor to the
extent required by law, any interest paid on the funds deposited in
the Escrow Account;
(vii) for application of Buydown Funds in accordance
with the terms of any Buydown Mortgage Loan;
(viii) to withdraw funds deposited in error in the
Escrow Account; and
(ix) to clear and terminate the Escrow Account on the
termination of this Agreement.
Section 4.08. Payment of Taxes, Insurance and Other
Charges. With respect to each Mortgage Loan, the Servicer shall
maintain accurate records reflecting the status of any ground
rents, taxes, assessments, water rates, sewer rents, and other
charges which are or may become a lien upon the Mortgaged Property
and the status of the Private Mortgage Insurance Policy premium and
fire, flood and hazard insurance coverage and shall obtain, from
time to time, all bills for the payment of such charges (including
renewal premiums) and shall effect payment thereof prior to the
applicable penalty or termination date, employing for such purpose
deposits of the Mortgagor in the Escrow Account which shall have
been estimated and accumulated by the Servicer in amounts
sufficient for such purposes, as allowed under the terms of the
Mortgage or applicable law. To the extent that a Mortgage does not
provide for Escrow Payments, the Servicer shall make a Servicing
Advance from its own funds to effect such payment upon notice that
payment of such amounts is due and unpaid.
Section 4.09. Protection of Accounts. The Servicer may
transfer the Custodial Account or the Escrow Account to a different
Eligible Account from time to time.
Section 4.10. Maintenance of Hazard Insurance. The
Servicer shall cause to be maintained for each Mortgage Loan hazard
insurance such that all buildings upon the Mortgaged Property are
insured by an insurer that satisfies the requirements of FNMA or
FHLMC against loss by fire, hazards of extended coverage and such
other hazards as are customary in the area where the Mortgaged
Property is located, in an amount that is not less than the
replacement value of the improvements securing such Mortgage Loan
or the unpaid principal balance of such Mortgage Loan, whichever is
less.
If upon origination of the Mortgage Loan, the related
Mortgaged Property was located in an area identified in the Federal
Register by the Flood Emergency Management Agency as having special
flood hazards (and such flood insurance has been made available
under the National Flood Insurance Program) a flood insurance
policy meeting the requirements of the current guidelines of the
federal Flood Insurance Administration is in effect with a
generally acceptable insurance carrier that satisfies the
requirements of FNMA or FHLMC in an amount representing coverage
equal to the corresponding amount required by FNMA as set forth in
the FNMA Mortgage-Backed Securities Selling and Servicing Guide or
by FHLMC as set forth in the FHLMC Sellers' and Servicers' Guide.
If a Mortgage is secured by a unit in a condominium, the
Servicer shall verify that the coverage required of the owner's
association, including hazard, flood, liability, and fidelity
coverage, is being maintained in accordance with then current FNMA
or FHLMC requirements, and secure from the owner's association its
agreement to notify the Servicer promptly of any change in the
insurance coverage or of any condemnation or casualty loss that may
have a material effect on the value of the property as security.
All policies required hereunder shall name the Servicer
as loss payee and shall be endorsed with standard mortgagee
clauses, which shall provide for at least 30 days prior written
notice of any cancellation, reduction in amount or material change
in coverage.
The Servicer shall not accept any such insurance policies
from insurance companies unless such companies satisfy the
requirements of FNMA or FHLMC and are licensed to do business in
the jurisdiction in which the Mortgaged Property is located. The
Servicer shall determine that such policies provide sufficient risk
coverage and amounts, that they insure the property owner, and that
they properly describe the property address. The Servicer shall
furnish to the Mortgagor a formal notice of expiration of any such
insurance in sufficient time for the Mortgagor to arrange for renewal
coverage by the expiration date.
Pursuant to Section 4.04, any amounts collected by the
Servicer under any such policies (other than amounts to be
deposited in the Escrow Account and applied to the restoration or
repair of the related Mortgaged Property, or property acquired in
liquidation of the Mortgage Loan, or to be released to the
Mortgagor in accordance with the terms of the related Mortgage
Note, in accordance with the Servicer's normal servicing procedures
as specified in Section 4.14) shall be deposited in the Custodial
Account subject to withdrawal pursuant to Section 4.05.
Section 4.11. Maintenance of Mortgage Impairment
Insurance. In the event that the Servicer shall obtain and
maintain a blanket policy insuring against losses arising from fire
and hazards covered under extended coverage on all of the Mortgage
Loans, then, to the extent such policy provides coverage in an
amount equal to the amount required pursuant to Section 4.10 and
otherwise complies with all other requirements of Section 4.10, it
shall conclusively be deemed to have satisfied its obligations as
set forth in Section 4.10. Any amounts collected by the Servicer
under any such policy relating to a Mortgage Loan shall be
deposited in the Custodial Account subject to withdrawal pursuant
to Section 4.05. Such policy may contain a deductible clause, in
which case, in the event that there shall not have been maintained
on the related Mortgaged Property a policy complying with Section
4.10, and there shall have been a loss which would have been
covered by such policy, the Servicer shall deposit in the Custodial
Account at the time of such loss the amount not otherwise payable
under the blanket policy because of such deductible clause, such
amount to be deposited from the Servicer's funds, without
reimbursement therefor. Upon request of the Purchaser, the
Servicer shall cause to be delivered to the Purchaser a certified
true copy of such policy and a statement from the insurer
thereunder that such policy shall in no event be terminated or
materially modified without 30 days' prior written notice to such
Purchaser.
Section 4.12. Maintenance of Fidelity Bond and Errors
and Omissions Insurance. The Servicer shall maintain, at its own
expense, a blanket Fidelity Bond and an Errors and Omissions
Insurance Policy, with broad coverage on all officers, employees or
other persons acting in any capacity requiring such persons to
handle funds, money, documents or papers relating to the Mortgage
Loans ("Servicer Employees"). Any such Fidelity Bond and Errors
and Omissions Insurance Policy shall be in the form of the Mortgage
Banker's Blanket Bond and shall protect and insure the Servicer
against losses, including forgery, theft, embezzlement, fraud,
errors and omissions and negligent acts of such Servicer Employees.
Such Fidelity Bond and Errors and Omissions Insurance Policy also
shall protect and insure the Servicer against losses
in connection with the release or satisfaction of a Mortgage Loan
without having obtained payment in full of the indebtedness secured
thereby. No provision of this Section 4.12 requiring such Fidelity
Bond and Errors and Omissions Insurance Policy shall diminish or
relieve the Servicer from its duties and obligations as set forth
in this Agreement. The minimum coverage under any such bond and
insurance policy shall be at least equal to the corresponding
amounts that the Servicer is required to carry pursuant to the
Servicer-s agreement with FNMA or FHLMC. Upon the request of the
Purchaser, the Servicer shall cause to be delivered to the
Purchaser a certified true copy of such fidelity bond and insurance
policy and a statement from the surety and the insurer that such
fidelity bond and insurance policy shall in no event be terminated
or materially modified without 30 days' prior written notice to the
Purchaser.
Section 4.13. Inspections. Within 60 days after a
Mortgagor fails to make a Monthly Payment which failure is not
cured the Servicer shall inspect the Mortgaged Property and shall
conduct subsequent inspections in accordance with Accepted
Servicing Practices or as may be required by the primary mortgage
guaranty insurer. The Servicer shall keep a record of each such
inspection.
Section 4.14. Restoration of Mortgaged Property. The
Servicer need not obtain the approval of the Purchaser prior to
releasing any Insurance Proceeds or Condemnation Proceeds to the
Mortgagor to be applied to the restoration or repair of the
Mortgaged Property if such release is in accordance with Accepted
Servicing Practices and the terms of the related Mortgage Note. At
a minimum, the Servicer shall comply with the following conditions
in connection with any such release of Insurance Proceeds or
Condemnation Proceeds:
(i) the Servicer shall receive satisfactory independent
verification of completion of repairs and issuance of any required
approvals with respect thereto;
(ii) the Servicer shall take all steps necessary to
preserve the priority of the lien of the Mortgage, including, but
not limited to requiring waivers with respect to mechanics' and
materialmen's liens; and
(iii) pending repairs or restoration, the Servicer
shall place the Insurance Proceeds or Condemnation Proceeds in the
Escrow Account.
If the Purchaser is named as an additional loss payee,
the Servicer is hereby empowered to endorse any loss draft issued
in respect of such a claim in the name of the Purchaser.
Section 4.15. Maintenance of Primary Mortgage Insurance;
Claims. Except for the Mortgage Loans identified on Exhibit I
attached hereto, each Mortgage Loan with a LTV at origination in
excess of 80%, the Servicer shall, without any cost to the
Purchaser, maintain or cause the Mortgagor to maintain in full
force and effect a Primary Mortgage Insurance Policy issued by a
mortgage insurance company acceptable to FNMA or FHLMC.
The Servicer shall pay or cause the Mortgagor to pay the
premium thereon on a timely basis, until (a) the related Mortgage
Loan is satisfied, (b) the following conditions are met: the
Servicer has received a written request to cancel the related
Primary Mortgage Insurance Policy and such cancellation is
consistent with Accepted Servicing Practices, which, at a minimum,
shall include the following conditions: (1) the related Mortgage
Loan is current, (2) the related Mortgage Loan has not been more
than 30 days delinquent in the 12-month period that precedes the
request, and (3) the Mortgagor obtains at his or her cost, a new
appraisal that indicates that the outstanding principal balance of
the related Mortgage Loan is below 80% of the current appraised
value of the Mortgaged Property, or (c) such time and on such
conditions as applicable law requires that the Primary Mortgage
Insurance Policy be canceled. In the event that such Primary
Mortgage Insurance Policy shall be terminated, the Servicer shall
obtain from another Qualified Insurer a comparable replacement
policy, with a total coverage equal to the remaining coverage of
such terminated Primary Mortgage Insurance Policy. If the insurer
shall cease to be a Qualified Insurer, the Servicer shall determine
whether recoveries under the Primary Mortgage Insurance Policy are
jeopardized for reasons related to the financial condition of such
insurer, it being understood that the Servicer shall in no event
have any responsibility or liability for any failure to recover
under the Primary Mortgage Insurance Policy for such reason. If
the Servicer determines that recoveries are so jeopardized, it
shall notify the Purchaser and the Mortgagor, if required, and
obtain from another Qualified Insurer a replacement insurance
policy. The Servicer shall not take any action which would result
in noncoverage under any applicable Primary Mortgage Insurance
Policy of any loss which, but for the actions of the Servicer would
have been covered thereunder. In connection with any assumption or
substitution agreement entered into or to be entered into pursuant
to Section 6.01, the Servicer shall promptly notify the insurer
under the related Primary Mortgage Insurance Policy, if any, of
such assumption or substitution of liability in accordance with the
terms of such Primary Mortgage Insurance Policy and shall take all
actions which may be required by such insurer as a condition to the
continuation of coverage under such Primary Mortgage Insurance
Policy. If such Primary Mortgage Insurance Policy is terminated as
a result of such assumption or substitution of liability, the
Servicer shall obtain a replacement Primary Mortgage Insurance
Policy as provided above.
In connection with its activities as servicer, the
Servicer agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the insurer under any Primary Mortgage
Insurance Policy in a timely fashion in accordance with the terms
of such Primary Mortgage Insurance Policy and, in this regard, to
take such action as shall be necessary to permit recovery under any
Primary Mortgage Insurance Policy respecting a defaulted Mortgage
Loan. Pursuant to Section 4.04, any amounts collected by the
Servicer under any Primary Mortgage Insurance Policy shall be
deposited in the Custodial Account, subject to withdrawal pursuant
to Section 4.05.
Section 4.16. Title Management and Disposition of REO
Property. In the event that title to any Mortgaged Property is
acquired in foreclosure or by deed in lieu of foreclosure, the deed
or certificate of sale shall be taken in the name of the Purchaser,
or in the event the Purchaser is not authorized or permitted to
hold title to real property in the state where the REO Property is
located, or would be adversely affected under the "doing business"
or tax laws of such state by so holding title, the deed or
certificate of sale shall be taken in the name of such Person or
Persons as shall be consistent with an Opinion of Counsel obtained
by the Servicer from any attorney duly licensed to practice law in
the state where the REO Property is located. The Person or Persons
holding such title other than the Purchaser shall acknowledge in
writing that such title is being held as nominee for the Purchaser.
The Servicer shall manage, conserve, protect and operate
each REO Property for the Purchaser solely for the purpose of its
prompt disposition and sale. The Servicer, either itself or
through an agent selected by the Servicer, shall manage, conserve,
protect and operate the REO Property in the same manner that it
manages, conserves, protects and operates other foreclosed property
for its own account, and in accordance with Accepted Servicing
Practices. The Servicer shall attempt to sell the same (and may
temporarily rent the same for a period not greater than one year,
except as otherwise provided below) on such terms and conditions as
the Servicer deems to be in the best interest of the Purchaser.
The Servicer shall dispose of any REO Property as soon as
possible and shall sell such REO Property in any event within two
years after title has been taken to such REO Property, unless (i)
the Purchaser shall have been supplied with an Opinion of Counsel
to the effect that the holding by the Trust of such Mortgaged
Property subsequent to such two-year period (and specifying the
period beyond such two-year period for which the Mortgaged Property
may be held) will not result in the imposition of taxes on
"prohibited transactions" of the Trust as defined in section 860F
of the Code, or cause the related REMIC to fail to qualify as a
REMIC, in which case the Trust may continue to hold such Mortgaged
Property (subject to any conditions contained in such Opinion of
Counsel), or (ii) the Purchaser (at the Servicer's expense) or the
Servicer shall have applied for, prior to the expiration of such
two-year period, an extension of such two-year period in the manner
contemplated by section 856(e)(3) of the Code, in which case the
two-year period shall be extended by the applicable period. If a
period longer than two years is permitted under the foregoing sentence
and is necessary to sell any REO Property, (i) the Servicer shall report
monthly to the Purchaser as to the progress being made in selling such
REO Property and (ii) if, with the written consent of the Purchaser, a
purchase money mortgage is taken in connection with such sale, such
purchase money mortgage shall name the Servicer as mortgagee, and
such purchase money mortgage shall not be held pursuant to this
Agreement, but instead a separate participation agreement between
the Servicer and Purchaser shall be entered into with respect to
such purchase money mortgage.
Notwithstanding any other provision of this Agreement, no
Mortgaged Property held by a REMIC shall be rented (or allowed to
continue to be rented) or otherwise used for the production of
income by or on behalf of the Trust or sold in such a manner or
pursuant to any terms that would (i) cause such Mortgaged Property
to fail to qualify at any time as "foreclosure property" within the
meaning of section 860G(a)(8) of the Code, (ii) subject the Trust
to the imposition of any federal or state income taxes on "net
income from foreclosure property" with respect to such Mortgaged
Property within the meaning of section 860G(c) of the Code, or
(iii) cause the sale of such Mortgaged Property to result in the
receipt by the Trust of any income from non-permitted assets as
described in section 860F(a)(2)(B) of the Code, unless the Servicer
has agreed to indemnify and hold harmless the Trust with respect to
the imposition of any such taxes.
The Servicer shall also maintain on each REO Property
fire and hazard insurance with extended coverage in an amount which
is at least equal to the maximum insurable value of the
improvements which are a part of such property, liability insurance
and, to the extent required and available under the Flood Disaster
Protection Act of 1973, as amended, flood insurance in the amount
required above.
The disposition of REO Property shall be carried out by
the Servicer. The Servicer shall promptly notify the Purchaser,
for approval, of any bonafide, commercially reasonable offer it
receives for an REO Property. If the Purchaser does not object to
such offer within ten (10) days after written receipt thereof, then
the Purchaser shall be deemed to have approved such offer. The
proceeds of sale of the REO Property shall be promptly deposited in
the Custodial Account. As soon as practical thereafter the
expenses of such sale shall be paid and the Servicer shall
reimburse itself for any related unreimbursed Servicing Advances,
unpaid Servicing Fees and unreimbursed Monthly Advances made
pursuant to Section 5.03, and on the Remittance Date immediately
following the Prepayment Period in which such sale proceeds are
received the net cash proceeds of such sale remaining in the Custodial
Account shall be distributed to the Purchaser.
The Servicer shall reimburse itself from the Custodial
Account, pursuant to the provisions of Section 4.05, funds
necessary for the proper operation, management and maintenance of
each REO Property, including the cost of maintaining any hazard
insurance pursuant to Section 4.10 and the fees of any managing
agent of the Servicer or the Servicer itself. The REO management
fee shall be an amount that is reasonable and customary in the area
where the Mortgaged Property is located. The net cash flow from
the REO Property (which shall equal the revenues from such REO
Property net of the expenses described in this Section 4.16 and of
any reserves reasonably required from time to time to be maintained
to satisfy anticipated liabilities for such expenses) shall be
deposited in the Custodial Account pursuant to Section 4.04.
Section 4.17. Real Estate Owned Reports. Together with
the statement furnished pursuant to Section 5.02, the Servicer
shall furnish to the Purchaser on or before the Remittance Date
each month a statement with respect to any REO Property covering
the operation of such REO Property for the previous month and the
Servicer's efforts in connection with the sale of such REO Property
and any rental of such REO Property incidental to the sale thereof
for the previous month. That statement shall be accompanied by
such other information as the Purchaser shall reasonably request.
The reasonable and documented out-of-pocket cost of providing such
additional information shall be borne by the Purchaser.
Section 4.18. Liquidation Reports. Upon the foreclosure
sale of any Mortgaged Property or the acquisition thereof by the
Purchaser pursuant to a deed in lieu of foreclosure, the Servicer
shall submit to the Purchaser a liquidation report with respect to
such Mortgaged Property.
Section 4.19. Reports of Foreclosures and Abandonments
of Mortgaged Property. Following the foreclosure sale or
abandonment of any Mortgaged Property, the Servicer shall report
such foreclosure or abandonment as required pursuant to Section
6050J of the Code.
ARTICLE V
PAYMENTS TO PURCHASER
Section 5.01. Remittances. On each Remittance Date the
Servicer shall remit by wire transfer of immediately available
funds to the Purchaser the sum of (a) all amounts deposited in the
Custodial Account as of the close of business on the Determination
Date (net of charges against or withdrawals from the Custodial
Account pursuant to Section 4.05), and (b) all amounts, if any,
which the Servicer is obligated to deposit into the Custodial
Account pursuant to Section 5.03, but not including (i) any amounts
attributable to Principal Prepayments received after the
immediately preceding Prepayment Period, (ii) any
Liquidation Proceeds and Insurance Proceeds received after the
immediately preceding Prepayment Period, and (iii) any amounts
attributable to Monthly Payments collected but due on a Due Date or
Dates subsequent to the related Due Period, all of which amounts,
together with any additional interest required to be deposited into
a Custodial Account in connection with a Principal Prepayment in
accordance with Section 4.04(viii), shall be remitted on the next
succeeding Remittance Date.
With respect to any remittance received by the Purchaser
after the second Business Day following the Remittance Date on
which such payment was due, the Servicer shall pay to the Purchaser
interest on any such late payment at an annual rate equal to the
Prime Rate, adjusted as of the date of each change, plus two
percentage points, but in no event greater than maximum amount
permitted by applicable law. Such interest shall be deposited in
the Custodial Account by the Servicer on the date such late payment
is made and shall cover the period commencing with the day
following such second Business Day and ending with the Business Day
on which such payment is made, both inclusive. Such interest shall
be remitted along with the distribution payable on the next
succeeding Remittance Date. The payment by the Servicer of any
such interest shall not be deemed an extension of time for payment
or a waiver of any Event of Default by the Servicer.
Section 5.02. Statements to Purchaser. Not later than
the Remittance Date, the Servicer shall furnish to the Purchaser
(or its designee) a Monthly Remittance Advice, with a trial balance
report attached thereto, in the form of Exhibit F annexed hereto,
and an electronic tape, computer diskette or other electronic data
transmission in a format agreed to by the Servicer and the
Purchaser, containing the information set forth in Exhibit G
hereto, as to the preceding remittance and the period ending on the
related Determination Date.
In addition, not more than 60 days after the end of each
calendar year, the Servicer shall furnish to the Trustee an annual
statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances for the
applicable portion of such year.
Such obligation of the Servicer shall be deemed to have
been satisfied to the extent that substantially comparable
information shall be provided by the Servicer pursuant to any
requirements of the Code as from time to time are in force.
The Servicer shall prepare and file any and all tax
returns, information statements or other filings relating to the
period of time prior to the sale of the Mortgage Loans by the
Servicer to the Purchaser required to be delivered to any
governmental taxing authority pursuant to any applicable law with
respect to the Mortgage Loans. In addition, the Servicer shall
provide the Purchaser with such information concerning the
Mortgage Loans as is necessary for the Purchaser to prepare its
federal income tax returns.
Section 5.03. Monthly Advances by Servicer. On the
Business Day immediately preceding each Remittance Date, the
Servicer shall deposit in the Custodial Account from its own funds
an amount equal to all Monthly Payments (with interest adjusted to
the Remittance Rate) which were due on the Mortgage Loans during
the applicable Due Period and which were delinquent at the close of
business on the related Determination Date or which were deferred
pursuant to Section 4.01. The Servicer's obligation to make such
Monthly Advances as to any Mortgage Loan will continue through the
last Monthly Payment due prior to the payment in full of the
Mortgage Loan, or through the last Remittance Date prior to the
Remittance Date for the distribution of all Liquidation Proceeds
and other payments or recoveries (including Insurance Proceeds and
Condemnation Proceeds) with respect to the Mortgage Loan; provided,
however, that the Servicer shall not be obligated to make any
Monthly Advance to the extent that, in its reasonable judgment, the
Servicer determines that such Monthly Advance will not be
ultimately recoverable by it either out of late payments by the
Mortgagor, Liquidation Proceeds, Insurance Proceeds or otherwise,
such determination (and any determination by the Servicer that it
had made a Nonrecoverable Advance) to be certified by the Servicer
by delivery of a Certificate from a Servicing Officer substantially
in the form of Exhibit H hereto to the Purchaser on or prior to the
Business Day preceding the related Remittance Date.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01. Transfers of Mortgaged Property. The
Servicer shall use its best efforts to enforce any "due-on-sale"
provision contained in any Mortgage or Mortgage Note and to deny
assumption by the person to whom the Mortgaged Property has been or
is about to be sold whether by absolute conveyance or by contract
of sale, and whether or not the Mortgagor remains liable on the
Mortgage and the Mortgage Note. When the Mortgaged Property has
been conveyed by the Mortgagor, the Servicer shall, to the extent
it has knowledge of such conveyance, exercise its rights to
accelerate the maturity of such Mortgage Loan under the
"due-on-sale" clause applicable thereto, provided, however, that
the Servicer shall not exercise such rights if prohibited by law
from doing so or if the exercise of such rights will impair or
threaten to impair any recovery under the related Primary Mortgage
Insurance Policy, if any.
If the Servicer reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, the Servicer
shall enter into (i) an assumption and modification agreement with
the person to whom such property has been conveyed, pursuant to
which such person becomes liable under the Mortgage Note and the
original Mortgagor remains liable thereon or (ii) in the
event the Servicer is unable under applicable law to require that
the original Mortgagor remain liable under the Mortgage Note and
the Servicer has the prior consent of the primary mortgage guaranty
insurer, a substitution of liability agreement with the purchaser
of the Mortgaged Property pursuant to which the original Mortgagor
is released from liability and the purchaser of the Mortgaged
Property is substituted as Mortgagor and becomes liable under the
Mortgage Note. If an assumption fee is collected by the Servicer
for entering into an assumption agreement or a substitution of
liability agreement, such fee, including any prepayment fees or
penalties, will be retained by the Servicer as additional servicing
compensation. In connection with any such assumption, neither the
Mortgage Interest Rate borne by the related Mortgage Note, the term
of the Mortgage Loan nor the outstanding principal amount of the
Mortgage Loan shall be changed.
To the extent that any Mortgage Loan is assumed, the
Servicer shall inquire diligently into the creditworthiness of the
proposed transferee, and shall use the underwriting criteria for
approving the credit of the proposed transferee that are
customarily used by the Company with respect to underwriting
mortgage loans of the same type as the Mortgage Loans. If the
credit of the proposed transferee does not meet such underwriting
criteria, the Servicer diligently shall, to the extent permitted by
the Mortgage or the Mortgage Note and by applicable law, accelerate
the maturity of the Mortgage Loan.
Section 6.02. Satisfaction of Mortgages and Release of
Mortgage Files. Upon the payment in full of any Mortgage Loan, or
the receipt by the Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the
Servicer shall notify the Purchaser in the Monthly Remittance
Advice as provided in Section 5.02, and may request the release of
any Mortgage Loan Documents.
If the Servicer satisfies or releases a Mortgage without
first having obtained payment in full of the indebtedness secured
by the Mortgage or should the Servicer otherwise prejudice any
rights the Purchaser may have under the mortgage instruments, upon
written demand of the Purchaser, the Servicer shall repurchase the
related Mortgage Loan at the Repurchase Price by deposit thereof in
the Custodial Account within two Business Days of receipt of such
demand by the Purchaser. The Servicer shall maintain the Fidelity
Bond and Errors and Omissions Insurance Policy as provided for in
Section 4.12 insuring the Servicer against any loss it may sustain
with respect to any Mortgage Loan not satisfied in accordance with
the procedures set forth herein.
Section 6.03. Servicing Compensation. As compensation
for its services hereunder, the Servicer shall be entitled to
withdraw from the Custodial Account or to retain from interest
payments on the Mortgage Loans, the amount of its Servicing Fee,
less any amounts payable by the Servicer pursuant to Section
4.04(viii). The Servicing Fee shall be payable monthly and shall
be computed on the basis of the same unpaid principal balance and
for the period as to which any related interest payment on a
Mortgage Loan is computed. The Servicing Fee shall be payable only
at the time of and with respect to those Mortgage Loans for which
payment is in fact made of the entire amount of the Monthly
Payment. The obligation of the Purchaser to pay the Servicing Fee
is limited to, and payable solely from, the interest portion of
such Monthly Payments collected by the Servicer. The aggregate of
the Servicing Fees for any month with respect to the Mortgage Loans
shall be reduced by any amount payable by the Servicer with respect
to such month pursuant to Section 4.04 (viii).
Additional servicing compensation in the form of
assumption fees, late payment charges, and other similar charges
shall be retained by the Servicer to the extent not required to be
deposited in the Custodial Account. The Servicer shall be required
to pay all expenses incurred by it in connection with its servicing
activities hereunder and shall not be entitled to reimbursement
thereof except as specifically provided for herein.
Section 6.04. Annual Statement Regarding Minimum
Servicing Standards. The Servicer will deliver to the Purchaser on
or before April 15 of each year, beginning April 15, 1997, a
management representation letter to the Servicer-s independent
public accountants stating that the authors: (a) are responsible
for complying with the minimum servicing standards established in
the Mortgage Bankers Association of America-s Uniform Single
Attestation Program for Mortgage Bankers; (b) are responsible for
establishing and maintaining an effective internal control
structure; (c) have evaluated the Servicer-s compliance with such
minimum servicing standards; (d) have not found any noncompliance
with the minimum servicing standards; and (e) have disclosed any
communications from regulatory agencies, internal auditors and
other practitioners concerning possible noncompliance with the
minimum servicing standards.
Section 6.05. Annual Independent Certified Public
Accountants' Servicing Report. On or before April 15 of each year
beginning April 15, 1997, the Servicer, at its sole cost and
expense, shall cause a member of a firm of the American Institute
of Public Accountants to furnish a statement to the Purchaser to
the effect that (a) such firm has examined certain documents and
records relating to the servicing of mortgage loans by the Servicer
and (b) on the basis of such an examination it will opine that
management-s assertion that the Servicer has complied with the
minimum servicing standards identified in the Mortgage Bankers
Association of America-s Uniform Single Attestation Program for
Mortgage Bankers, is fairly stated in all material respects..
Section 6.06. Right to Examine Servicer Records. The
Purchaser shall have the right to examine and audit any and all of
the books, records, or other information of the Servicer, whether
held by the Servicer or by another on its behalf, with respect to
or concerning this Agreement or the Mortgage Loans, during normal
business hours, upon reasonable advance written notice. Any such
examination or audit shall not be an expense of the Servicer.
ARTICLE VII
COMPANY AND SERVICER TO COOPERATE
Section 7.01. Provision of Information. During the term
of this Agreement, the Company and Servicer, as appropriate, shall
furnish to the Purchaser such periodic, special, or other reports
or information and the Servicer shall furnish copies or originals
of any documents contained in the Servicing File for each Mortgage
Loan, whether or not provided for herein, as shall be necessary,
reasonable, or appropriate with respect to the Purchaser, any
regulatory requirement pertaining to the Purchaser or the purposes
of this Agreement. All such reports, documents or information
shall be provided by and in accordance with all reasonable
instructions and directions which the Purchaser may give.
Purchaser agrees that if such reports or information are not of the
type usually prepared by the Company or the Servicer, as the case
may be, Purchaser shall pay the reasonable and documented
out-of-pocket costs of the Company or the Servicer, as the case
may, for the preparation of such reports or information.
The Company and Servicer, as appropriate, shall execute
and deliver all such instruments and take all such action as the
Purchaser may reasonably request from time to time, in order to
effectuate the purposes and to carry out the terms of this
Agreement.
Section 7.02. Financial Statements; Servicing Facility.
The Company and Servicer shall furnish promptly to the Purchaser
the Company's and Servicer-s audited financial statements for the
most recently completed two fiscal years, provided that, in the
case of the Servicer such audited financial statements shall be
consolidated financial statements which reflect the financial
condition of the Servicer, its parent and its subsidiaries. The
Company and Servicer also shall make available any comparable
interim statements to the extent any such statements have been
prepared by or on behalf of the Company and Servicer (and are
available upon request to members or stockholders of the Company
and Servicer or to the public at large).
The Company and Servicer also shall make available upon
reasonable written notice and during normal business hours to the
Purchaser or a knowledgeable financial or accounting officer for
the purpose of answering questions respecting recent developments
affecting the Company and Servicer or the financial statements of
the Company and Servicer.
ARTICLE VIII
THE COMPANY AND SERVICER
Section 8.01. Indemnification; Third Party Claims. The
Company and Servicer shall each indemnify the Purchaser and hold it
harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments, and any other costs, fees and expenses that the
Purchaser may sustain as a result of the failure of the Company or
Servicer to perform their respective duties as specified herein,
and with respect to the Servicer, to service the Mortgage Loans in
strict compliance with the terms of this Agreement. Each of the
Company and the Servicer, as appropriate, immediately shall notify
the Purchaser if a claim is made by a third party with respect to
this Agreement or the Mortgage Loans, assume (with the prior
written consent of the Purchaser if time permits) the defense of
any such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against either the Company
or the Servicer, as appropriate, or the Purchaser in respect of
such claim. The Company or the Servicer, as the case may be, shall
follow any written instructions received from the Purchaser in
connection with such claim. The Purchaser promptly shall reimburse
the Company and the Servicer (or with respect to the Servicer, at
the Servicer's option, the Servicer shall be reimbursed out of the
Custodial Account as provided in Section 4.05) for all amounts
advanced by either of them pursuant to this Section 8.01 except
when the claim results from the failure of the Servicer to service
and administer the Mortgage Loans in strict compliance with the
terms of this Agreement.
Section 8.02. Merger or Consolidation of the Company or
the Servicer. Except as set forth in the following paragraph, the
Company and the Servicer shall keep in full effect its existence,
rights and franchises as a corporation, and shall obtain and
preserve its qualification to do business as a foreign corporation
in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this
Agreement or any of the Mortgage Loans and to perform its duties
under this Agreement.
Any Person into which the Servicer or the Company, as the
case may be, may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the
Servicer or the Company, as the case may be, shall be a party, or
any Person to whom the Servicer or the Company, as the case may be,
has sold substantially all of its assets, or any Person succeeding
to the business of the Servicer or the Company, as the case may be,
or with respect to the Servicer, any Person more than 50% of the
voting stock of which is directly or indirectly owned by Fleet
Financial Group, Inc. or any limited partnership in which the sole
general partner thereof is either the Servicer or a Person more than 50%
of the voting stock of which is owned directly or indirectly by Fleet
Financial Group, Inc., shall be the successor of the Servicer or
the Company, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding;
provided, however, that (i) the successor or surviving Person
executes an agreement of assumption to perform the obligations of
the Servicer or the Company, as the case may be, hereunder, whether
occurring before or after such consolidation, merger, conversion or
succession, and (ii) with respect to the Servicer, the successor or
surviving Person shall be an institution that is approved to
service mortgage loans on behalf of FNMA or FHLMC and has a net
worth of not less than $15,000,000.
Section 8.03. Limitation on Liability of Company,
Servicer and Others. Neither the Company, the Servicer nor any of
the directors, officers, employees or agents of the Company or the
Servicer shall be under any liability to the Purchaser for any
action taken, or for refraining from the taking of any action, in
good faith pursuant to this Agreement, or for errors in judgment,
provided, however, that this provision shall not protect the
Company or the Servicer or any such person against any breach of
warranties or representations made herein, or failure to perform
its obligations in strict compliance with any standard of care set
forth in this Agreement, or any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence
in the performance of its duties or by reason of reckless disregard
of its obligations and duties hereunder. The Company, the Servicer
and any director, officer, employee or agent of the Company or the
Servicer may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person respecting any
matters arising hereunder. The Company and the Servicer shall not
be under any obligation to appear in, prosecute or defend any legal
action which, in the case of the Servicer, is not incidental to its
duties to service the Mortgage Loans in accordance with this
Agreement and which in either the Company-s or Servicer-s opinion
may cause it to incur any expense or liability, provided, however,
that the Company or the Servicer may, with the consent of the
Purchaser (which consent shall not be unreasonably withheld),
undertake any such action which it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the
parties hereto. In such event, the Company or the Servicer, as the
case may be, shall be entitled to reimbursement from the Purchaser
of the reasonable legal expenses and costs of such action and any
liability resulting therefrom (or, with respect to the Servicer, at
the Servicer-s option, the Servicer shall be reimbursed out of the
Custodial Account as provided in Section 4.05), other than any
liability or expense incurred by reason of willful misfeasance, bad
faith or negligence on the part of the Company or the Servicer.
Section 8.04. Limitation on Resignation and Assignment
by Company and the Servicer. The Purchaser has entered into this
Agreement with the Company and the Servicer in reliance upon the
independent status of the Company and the Servicer, and the
representations as to the adequacy of its servicing facilities,
plant, personnel, records and procedures, its integrity, reputation
and financial standing, and the continuance thereof. Therefore,
neither the Company nor the Servicer unless otherwise permitted in
this Agreement shall assign their respective rights under this
Agreement or the servicing hereunder or delegate their respective
duties hereunder or any portion thereof (to other than the
Subservicer in the case of the Servicer), or sell or otherwise
dispose of all or substantially all of their respective property or
assets without, in each case, the prior written consent of the
Purchaser, which consent shall not be unreasonably withheld;
provided, that in each case, there must be delivered to the
Purchaser a letter from each of the Rating Agencies to the effect
that such transfer of servicing or sale or disposition of assets
will not result in a qualification, withdrawal or downgrade of the
then-current rating of any of the Certificates. In addition, the
ability of the Servicer to assign its rights and delegate its
duties under this Agreement to a successor servicer shall be
subject to the following conditions:
(i) Such successor servicer must be qualified to service
loans for FNMA or FHLMC;
(ii) Such successor servicer must have a net worth of not
less than $15,000,000;
(iii) Such successor servicer must execute and
deliver to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, that contains an assumption
by such successor servicer of the due and punctual performance and
observance of each covenant and condition to be performed and
observed by the Servicer under this Agreement;
(iv) There must be delivered to the Trustee a letter from
each of the Rating Agencies to the effect that such transfer of
servicing will not result in a qualification, withdrawal or
downgrade of the then-current rating of any of the Certificates;
(v) The Servicer shall, at its cost and expense, take
such steps that may be necessary or appropriate to effectuate and
evidence the transfer of the servicing of the Mortgage Loans to
such successor servicer in accordance with Accepted Servicing
Practices and applicable law, including, but not limited to, the
following: (A) to the extent required by the terms of the Mortgage
Loans and by applicable federal and state laws and regulations, the
Servicer shall timely mail to each obligor under a Mortgage Loan
any required notices or disclosures describing the transfer of
servicing of the Mortgage Loans to the successor servicer; (B) the
Servicer shall transmit to any related insurer
notification of such transfer of servicing; (C) the Servicer shall
deliver to the successor servicer all Mortgage Loan Documents and
any related records or materials; (D) the Servicer shall transfer
to the successor servicer all funds held by the Servicer in respect
of the Mortgage Loans, other than amounts payable to the Servicer
pursuant to this Agreement; (E) the Servicer shall remit to the
Purchaser the amount of any Monthly Advance made by the Servicer on
any prior date out of amounts held in a Custodial Account for
future distribution and not yet paid into such Custodial Account by
the Servicer; (F) the Servicer shall, after the effective date of
the transfer of servicing to the successor servicer, continue to
forward to such successor servicer, promptly upon receipt, the
amount of any payments or other recoveries received by the
Servicer, and the Servicer shall notify the successor servicer of
the source and proper application of each such payment or recovery;
(G) the Servicer shall, after the effective date of transfer of
servicing to the successor servicer, continue to cooperate with the
successor servicer to facilitate such transfer in such manner and
to such extent as the successor servicer may reasonably request.
Except as provided above, the Servicer shall not resign
from the obligations and duties hereby imposed on it except by
mutual consent of the Servicer and the Purchaser or upon the
determination that its duties hereunder are no longer permissible
under applicable law and such incapacity cannot be cured by the
Servicer. Any such determination permitting the resignation of the
Servicer shall be evidenced by an Opinion of Counsel to such effect
delivered to the Purchaser which Opinion of Counsel shall be in
form and substance reasonably acceptable to the Purchaser. No such
resignation shall become effective until a successor shall have
assumed the Servicer's responsibilities and obligations hereunder
in the manner provided in Section 11.01.
Without in any way limiting the generality of this
Section 8.04, in the event that the Servicer either shall assign
this Agreement or the servicing responsibilities hereunder or
delegate its duties hereunder or any portion thereof (to other than
the Subservicer) or sell or otherwise dispose of all or
substantially all of its property or assets, without the prior
written consent of the Purchaser or as otherwise permitted in this
Agreement, then the Purchaser shall have the right to terminate
this Agreement upon notice given as set forth in Section 9.01,
without any payment of any penalty or damages and without any
liability whatsoever to the Company or any third party.
ARTICLE IX
DEFAULT
Section 9.01. Events of Default. Each of the following
shall constitute an Event of Default on the part of the Servicer:
(i) any failure by the Servicer to remit to the
Purchaser any payment required to be made under the terms of this
Agreement which continues unremedied for a period of five Business
Days after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been received by the
Servicer from the Purchaser; or
(ii) failure by the Servicer duly to observe or perform
in any material respect any other of the covenants or agreements on
the part of the Servicer set forth in this Agreement which
continues unremedied for a period of 30 days after the date on
which written notice of such failure, requiring the same to be
remedied, shall have been given to the Servicer, as appropriate, by
the Purchaser; provided, however, if such default is reasonably
susceptible of cure, but not within such 30 day period, then
Servicer may be permitted up to an additional 30 days to cure such
default provided that the Servicer diligently and continuously
pursues such cure; or
(iii) failure by the Servicer to maintain any license
required to do business in any jurisdiction where a Mortgaged
Property is located which failure adversely affects the Servicer-s
ability to perform its obligations under this Agreement or
adversely affects the value of any Mortgage Loan, which failure
continues for a period of time longer than is deemed reasonable
under the circumstances by the Purchaser; or
(iv) a decree or order of a court or agency or
supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, including bankruptcy, marshalling of assets
and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(v) the Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of its property; or
(vi) the Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency, bankruptcy or
reorganization statute, make an assignment for the benefit of its
creditors, voluntarily suspend payment of its obligations; or
(vii) the Servicer ceases to be either an approved
FNMA or FHLMC servicer; or
(viii) the Servicer attempts to assign its right to
servicing compensation hereunder without satisfying the
requirements of Sections 8.02 or 8.04 or the Servicer attempts,
without the consent of the Purchaser, to sell or otherwise dispose
of all or substantially all of its property or assets (other than
in compliance with Sections 8.02 or 8.04) or to
assign this Agreement or the servicing responsibilities hereunder
or to delegate its duties hereunder or any portion thereof to other
than the Subservicer in violation of Sections 8.02 or 8.04; or
(ix) the Servicer directly or through the Subservicer (to
the extent that such Subservicer continues to subservice the
Mortgage Loans) fails to have the facilities, procedures, and
experienced personnel necessary for the servicing, in accordance
with Accepted Servicing Practices, of the Mortgage Loans.
In each and every such case, so long as an Event of
Default shall not have been remedied (within, if applicable, the
period specified), in addition to whatsoever rights the Purchaser
may have at law or equity to damages, including injunctive relief
and specific performance, the Purchaser, by notice in writing to
the Servicer, may, taking into account, in the case of the Trustee,
the best interests of holders of Certificates, terminate all the
rights and obligations of the Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof.
Upon receipt by the Servicer of such written notice, all
authority and power of the Servicer under this Agreement, whether
with respect to the Mortgage Loans or otherwise, shall pass to and
be vested in the successor appointed pursuant to Section 11.01.
Upon written request from any Purchaser, the Servicer shall
prepare, execute and deliver to the successor entity designated by
the Purchaser any and all documents and other instruments, place in
such successor's possession all Mortgage Files, and do or cause to
be done all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, including but not
limited to the transfer and endorsement or assignment of the
Mortgage Loans and related documents, at the Servicer's sole
expense. The Servicer shall cooperate with the Purchaser and such
successor in effecting the termination of the Servicer's
responsibilities and rights hereunder, including without
limitation, the transfer to such successor for administration by it
of all cash amounts which shall at the time be credited by the
Servicer to the Custodial Account or Escrow Account or thereafter
received with respect to the Mortgage Loans.
Section 9.02. Waiver of Defaults. By a written notice,
the Purchaser may waive any default by the Company or Servicer in
the performance of its obligations hereunder and its consequences.
Upon any waiver of a past default, such default shall cease to
exist, and any Event of Default arising therefrom shall be deemed
to have been remedied for every purpose of this Agreement. No such
waiver shall extend to any subsequent or other default or impair
any right consequent thereon except to the extent expressly so
waived.
ARTICLE X
TERMINATION
Section 10.01. Termination. This Agreement shall terminate
upon either: (i) the later of the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or the
disposition of any REO Property with respect to the last Mortgage
Loan and the remittance of all funds due hereunder; or (ii) mutual
consent of the Servicer and the Purchaser in writing.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Successor to Servicer. Prior to
termination of the Servicer's responsibilities and duties under
this Agreement pursuant to Sections 8.04, 9.01 or 10.01, the
Purchaser shall (i) succeed to and assume all of the Servicer's
responsibilities, rights, duties and obligations under this
Agreement, or (ii) appoint a successor having the characteristics
set forth in clauses (i) through (iv) of Section 8.04 which shall
succeed to all rights and assume all of the responsibilities,
duties and liabilities of the Servicer under this Agreement prior
to the termination of Servicer's responsibilities, duties and
liabilities under this Agreement. In connection with such
appointment and assumption, the Purchaser may make such
arrangements for the compensation (not to exceed the Servicing Fee)
of such successor out of payments on Mortgage Loans as it and such
successor shall agree. In the event that the Servicer's duties,
responsibilities and liabilities under this Agreement should be
terminated pursuant to the aforementioned sections, the Servicer
shall discharge such duties and responsibilities during the period
from the date it acquires knowledge of such termination until the
effective date thereof with the same degree of diligence and
prudence which it is obligated to exercise under this Agreement,
and shall take no action whatsoever that might impair or prejudice
the rights or financial condition of its successor. The
resignation or removal of the Servicer pursuant to the
aforementioned sections shall not become effective until a
successor shall be appointed pursuant to this Section 11.01 and
shall in no event relieve the Servicer of the representations and
warranties made pursuant to Section 3.02 and the Company of the
representations and warranties made pursuant to Sections 3.01 and
3.03 and the remedies available to the Purchaser under Section
3.04, it being understood and agreed that the provisions of such
Sections 3.01, 3.02, and 3.03 shall be applicable to the Company or
Servicer, as the case may be, notwithstanding any such sale,
assignment, resignation or termination of the Servicer, or the
termination of this Agreement.
Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Servicer and to the Purchaser an
instrument accepting such appointment, wherein the successor shall
make the representations and warranties set forth in Section 3.02,
whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities,
obligations and liabilities of the Servicer, with like effect as if
originally named as a party to this Agreement. Any termination or
resignation of the Servicer or termination of this Agreement
pursuant to Sections 8.02, 8.04, 9.01, or 10.01 shall not affect
any claims that any Purchaser may have against the Company or the
Servicer arising out of the Company-s or the Servicer's actions or
failure to act, as the case may be, prior to any such termination
or resignation.
The Servicer shall deliver promptly to the successor
servicer the funds in the Custodial Account and Escrow Account, all
Mortgage Files and all Servicing Files and related documents and
statements held by it hereunder and the Servicer shall account for
all funds and shall execute and deliver such instruments and do
such other things as may reasonably be required to more fully and
definitively vest in the successor all such rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer.
Section 11.02. Amendment. Capitalized terms used in
this Section 11.02 but not defined in this Agreement shall have the
meanings assigned to them in the Trust Agreement.
(a) This Agreement may be amended from time to time by
the Company, the Servicer and the Purchaser (i) to cure any
ambiguity, (ii) to correct or supplement any provision herein which
may be inconsistent with any other provisions herein, (iii) to make
any other provisions, with respect to matters or questions arising
under this Agreement or (iv) to add, delete, or amend any
provisions to the extent necessary or desirable to comply with any
requirements imposed by the Code and the REMIC Provisions. No such
amendment effected pursuant to the preceding sentence shall, as
evidenced by an Opinion of Counsel, adversely affect the status of
any REMIC created pursuant to the Trust Agreement, nor shall such
amendment effected pursuant to clause (iii) of such sentence
adversely affect in any material respect the interests of any
Holder of any Certificates issued by the Trust. Prior to entering
into any amendment pursuant to this paragraph, the Purchaser may
require an Opinion of Counsel (at the expense of the party
requesting such amendment) to the effect that such amendment is
permitted under this paragraph. Any such amendment shall be deemed
not to adversely affect in any material respect any Holder of
Certificates, if the Purchaser receives written confirmation from
each Rating Agency that such amendment will not cause such Rating
Agency to reduce the then current rating assigned to the
Certificates (and any Opinion of Counsel requested by the Trustee
in connection with any such amendment may rely expressly on such
confirmation as the basis therefor).
(b) This Agreement may also be amended from time to time
by the Company, the Servicer and the Purchaser with the consent of
the Holders of not less than 66-2/3% of the Aggregate Certificate
Principal Amount of each Class of Certificates affected thereby for
the purpose of adding any provisions to or changing in any manner or
deleting any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders (except as such additions, changes,
deletions or modifications may be permitted under Section 11.02(a) above);
provided, however, that no such amendment shall be made unless the Purchaser
receives an Opinion of Counsel, at the expense of the party requesting the
change, that such change will not adversely affect the status of
any REMIC created pursuant to the Trust Agreement as a REMIC or
cause a tax to be imposed on any such REMIC.
Section 11.03. Closing . The closing for the
purchase and sale of the Mortgage Loans shall be subject to the
Purchaser receiving fully executed originals of the following
documents:
a. this Agreement in three counterparts;
b. a Custodial Account Certification in the form of
Exhibit D-1 hereto or a Custodial Account Letter Agreement in the
form of Exhibit D-2;
c. an Escrow Account Certification in the form of
Exhibit E-1 hereto or an Escrow Account Letter Agreement in the
form of Exhibit E-2 hereto;
d. an Officer-s Certificate from the Company in the
form of Exhibit J hereto;
e. a Trust Receipt from the Custodian with exceptions
that are acceptable to Purchaser;
f. an Officer-s Certificate from the Servicer in the
form of Exhibit K hereto;
g. an Opinion Letter of the Company in the form of
Exhibit L hereto;
h. an Opinion Letter of the Servicer in the form of
Exhibit M hereto; and
i. a Security Release Certification, in the form of
Exhibit N hereto if the Company is a member of the Federal Home
Loan Bank System executed by the applicable regional Federal Home
Loan Bank and, if applicable, in the form of Exhibit O hereto
executed by any other person, as requested by Purchaser, if any of
the Mortgage Loans have at any time been subject to any security
interest, pledge or hypothecation for the benefit of such person.
Section 11.04. GOVERNING LAW. THIS AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES APPLIED IN SUCH STATE.
Section 11.05. Duration of Agreement. This
Agreement shall continue in existence and effect until terminated
as herein provided, except that Sections 3.01, 3.02, 3.03, 8.01 and
8.03 shall survive such termination. This Agreement shall
remain in full force and effect notwithstanding transfers of the
Mortgage Loans by the Purchaser or any subsequent transferee.
Section 11.06. Notices. All demands, notices and
communications hereunder shall be in writing and shall be deemed to
have been duly given if personally delivered at, or mailed by
registered mail, postage prepaid, or shipped by generally
recognized overnight courier service (provided that confirmation of
delivery is received by the sender), addressed as follows, or to
such other address as either party (or its assignee or any
subsequent assignee thereof, in the case of the Purchaser) may
designate by notice to the other party:
(i) if to the Company:
Household Bank, f.s.b.
2700 Sanders Road
Prospect Heights, Illinois 60070
Attention: Bruce A. Foster
Vice President
with a copy to: Associate General Counsel (same address
as above)
or such other address as may hereafter be furnished to
the Purchaser and the Servicer in writing by the Company;
(ii) if to the Servicer:
Fleet Mortgage Corp.
c/o Fleet Mortgage Group, Inc.
1333 Main Street, Seventh Floor
Columbia, South Carolina 29201
Attention: Executive Vice President of Servicing
with a copy to:
Jordan Dorchuck (same address as above)
Vice President and Assistant General Counsel
Camilla Cathcart (same address as above)
Counsel
or such other address as may hereafter be furnished to
the Purchaser and the Company in writing by the Servicer;
(iii) if to the Purchaser:
Lehman Capital, A Division of
Lehman Brothers Holdings Inc.
200 Vesey Street, 12th Floor
New York, New York 10285
Attention: Manager, Contract Finance
with a copy to:
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
Attention: Robert O. Link, Jr.
or such other address as may hereafter be furnished to the Company
and the Servicer in writing by the Purchaser.
Section 11.07. Severability of Provisions. If any
one or more of the covenants, agreements, provisions or terms of
this Agreement shall be held invalid for any reason whatsoever,
then such covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this
Agreement.
Section 11.08. Relationship of Parties. Nothing
herein contained shall be deemed or construed to create a
partnership or joint venture between the parties hereto and the
services of the Company and the Servicer shall be rendered as an
independent contractor and not as agent for the Purchaser.
Section 11.09. Execution; Successors and Assigns.
This Agreement may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of
which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same
agreement. This Agreement shall inure to the benefit of and be
binding upon the Company, the Servicer and the Purchaser and their
respective successors and assigns.
Section 11.10. Recordation of Assignments of
Mortgage. To the extent permitted by applicable law, each of the
Assignments of Mortgage is subject to recordation in all
appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any of the
Mortgaged Properties is situated, and in any appropriate public
recording office or elsewhere, such recordation to be effected at
the Purchaser's expense in the event recordation is either
necessary under applicable law or requested by the Purchaser at its
sole option.
Section 11.11. Assignment by Purchaser. The
Purchaser shall have the right, upon notice to but without the
consent of the Company or the Servicer, to assign, in whole or in
part, its interest under this Agreement with respect to the
Mortgage Loans (other than any rights of the Purchaser under
Section 11.13) to any Person including, but not limited to the
Depositor, which in turn may assign its interest under this
Agreement with respect to the Mortgage Loans to the Trustee, and
the Trustee then shall succeed to all rights of the Purchaser under
this Agreement. All references to the Purchaser in this Agreement
(other than in Section 11.13) shall be deemed to include its
assignee or designee and any subsequent assignee, specifically
including the Trustee, provided that the Servicer shall not be
obligated to make monthly remittances hereunder to more than four
(4) owners of Mortgage Loans at any one time.
Section 11.12. No Solicitation. From and after the
date of execution of this Agreement, the Company and the Servicer
agree that it will not take any action or permit or cause any
action to be taken by any of its agents or affiliates,
or by any independent contractors on the Company's or Servicer's
behalf, to solicit the borrower or obligor under any Mortgage Loan
for purposes relating to the marketing of the Company's or
Servicer's, as the case may be, first mortgage loan products,
including to refinance a Mortgage Loan, in whole or in part,
without the prior written consent of the Purchaser.
Notwithstanding the foregoing, it is understood and agreed that (a)
promotions undertaken by the Company, the Servicer or any affiliate
of the Company or the Servicer that are directed to segments of the
general public at large, including, without limitation, mass
mailings based on commercially acquired mailing lists, and
newspaper, radio and television advertisements and (b) general
solicitations that include mortgagors with respect to potential
refinancing and in targeted refinancing solicitations, so long, as
the targeted group is based on either (i) the Servicer-s entire
servicing portfolio or (ii) certain mortgage loan characteristics,
and in either event does not consist primarily of Mortgagors shall
not constitute solicitation under this Section 11.12. This Section
11.12 shall not be deemed to preclude solicitation for any other
financial products or services.
Section 11.13. Reconstitution. The Company and the
Servicer understand and agree that it is the intent of the
Purchaser to securitize the Mortgage Loans (i.e., to form a trust
and to issue securities evidencing interests therein). The Company
and the Servicer agree to review and adhere to the terms of any
agreements that may be required to facilitate such securitization,
it being understood that any such agreements will not impose upon
the Company or the Servicer any obligations more burdensome than
those contained in this Agreement, and to provide and execute such
certificates, legal opinions and other documents as may be
necessary to facilitate such securitization. Company shall
reimburse the Servicer for any reasonable and documented
out-of-pocket costs incurred by Servicer in complying with this
Section 11.13.
Neither the Company nor the Servicer shall reveal to any
party, without the written consent of Lehman Capital, the price
paid to the Company by Lehman Capital for the Mortgage Loans,
except to the extent that it is appropriate for the Company to
reveal such information to its legal counsel, its auditors, and
taxing authorities or other governmental authorities.
The Company agrees that, notwithstanding anything to the
contrary in the Purchase Price and Terms Letter or in this
Agreement, the provisions of Section 3 of the Purchase Price and
Terms Letter shall survive the execution of this Agreement and
shall remain in effect until the closing of the securitization
transaction referred to above.
IN WITNESS WHEREOF, the Company and the Purchaser have
caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first
above written.
LEHMAN CAPITAL, A DIVISION OF
LEHMAN BROTHERS HOLDINGS INC.
By:
Name:
Title:
HOUSEHOLD BANK, f.s.b.
By:
Name:
Title:
FLEET MORTGAGE CORP.
By:
Name:
Title:<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE<PAGE>
EXHIBIT B
CONTENTS OF EACH MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items, which shall be available for inspection by the
Purchaser (or its designee), and which shall be retained by the Servicer in
the Servicing File or delivered to the Purchaser (or its designee) pursuant to
Section 2.03 of the Mortgage Loan Sale, Warranties and Servicing Agreement to
which this Exhibit is attached (the "Agreement"):
1. In the case of each Mortgage Loan , the original
Mortgage Note endorsed without recourse in proper form
as follows: "Pay to the order of _____________, without
recourse" (in each case, with all necessary intervening
endorsements as applicable).
2. The original of any guarantee executed in
connection with the Mortgage Note (if any).
3. The original recorded Mortgage with evidence of
recording indicated thereon. If, in connection with
any Mortgage Loan, the Company cannot deliver the
Mortgage with evidence of recording thereon on or
prior to the Closing Date because of (a) a delay
caused by the public recording office where
such Mortgage has been delivered for recordation, (b)
the original is retained by the public recording office or
(c) such Mortgage has been lost, the Company shall
deliver or cause to be delivered to the Trustee
(or its custodian), in the case of a delay due to
recording, a true copy of such Mortgage, pending
delivery of the original thereof, together with an
Officer's Certificate of the Company certifying that
the copy of such Mortgage delivered to the Trustee (or
its custodian) is a true copy and that the original of
such Mortgage has been forwarded to the public
recording office, in the case that the original is
retained by the public recording office, a certified
copy by such public recording office, or, in the case
of a Mortgage that has been lost, a copy thereof
(certified as provided for under the laws of the
appropriate jurisdiction) and a written Opinion of
Counsel acceptable to the Trustee and the Company that
an original recorded Mortgage is not required to
enforce the Trustee's interest in the Mortgage Loan.
4. The original of each assumption, modification or
substitution agreement, if any, relating to the
Mortgage Loans, or, as to any assumption, modification
or substitution agreement which cannot be delivered
on or prior to the Closing Date because of a delay
caused by the public recording office where such
assumption, modification or substitution agreement has
been delivered for recordation, a photocopy of such
assumption, modification or substitution agreement,
pending delivery of the original thereof, together
with an Officer's Certificate of the Company
certifying that the copy of such assumption,
modification or substitution agreement delivered to
the Trustee (or its custodian) is a true copy and that
the original of such agreement has been forwarded to the
public recording office.
5. The original Assignment of Mortgage for each
Mortgage Loan, in form and substance acceptable for
recording. If the Assignment of Mortgage is to be
recorded, the Mortgage shall be assigned to the
Purchaser. If the Assignment of Mortgage is not
to be recorded, the Assignment of Mortgage shall be
delivered in blank. If the Mortgage Loan was
acquired by the Company in a merger, the Assignment of
Mortgage must be made by "( ), successor by
merger to (name of predecessor)." If the Mortgage Loan
was acquired or originated by the Company while doing business
under another name, the Assignment of Mortgage must be
by "( ), formerly known as (previous name)."
If the Mortgage Loan was assigned by the Company to
the Servicer then the related Assignment of Mortgage
must be executed by the Servicer. Subject to the
foregoing, and where permitted under the applicable
laws of the jurisdiction wherein the Mortgaged Property
is located, such assignments of Mortgage may be made
by blanket assignments for Mortgage Loans secured by
the Mortgaged Properties located in the same county.
6. Originals of all intervening assignments of the
Mortgage with evidence of recording thereon, or if any
such intervening assignment has not been returned from
the applicable recording office or has been lost
or if such public recording office retains the
original recorded assignments of mortgage, the Company
shall deliver or cause to be delivered to the Purchaser
, a photocopy of such intervening assignment, together
with (i) in the case of a delay caused by the public
recording office, an Officer-s Certificate of the
Company stating that such intervening assignment of
mortgage has been dispatched to the appropriate public
recording office for recordation and that such original
recorded intervening assignment of mortgage or a copy
of such intervening assignment of mortgage certified by
the appropriate public recording office or by the
title insurance company that issued the title policy
to be a true and complete copy of the original recorded
intervening assignment of mortgage will be promptly
delivered to the Purchaser upon receipt thereof by
the Company; or (ii) in the case of an intervening
assignment where a public recording office retains the
original recorded intervening assignment or in the case
where an intervening assignment is lost after
recordation in a public recording office, a copy of
such intervening assignment certified by such public
recording office to be a true and complete copy of the
original recorded intervening assignment.
7. The original Primary Mortgage Insurance Policy or
certificate of insurance, where required pursuant to
the Agreement.
8. The original or duplicate original mortgagee policy
of title insurance or attorney's opinion of title
and abstract of title.
9. Any security agreement, chattel mortgage or equivalent
executed in connection with the Mortgage or as to any
security agreement, chattel mortgage or their
equivalent that cannot be delivered on or prior to
the Closing Date because of a delay caused by the public
recording office where such document has been delivered
for recordation, a photocopy of such document, pending
delivery of the original thereof, together with an
Officer's Certificate of the Company certifying that
the copy of such security agreement, chattel mortgage
or their equivalent delivered to the Trustee (or its
custodian) is a true copy and that the original of such
document has been forwarded to the public recording
office.
10. The original hazard insurance policy and, if required
by law, flood insurance policy, in accordance with
Section 4.10 of the Agreement.
11. Residential loan application.
12. Mortgage Loan closing statement.
13. Verification of employment and income.
14. Verification of acceptable evidence of source and
amount of downpayment.
15. Credit report on the Mortgagor.
16. Residential appraisal report.
17. Photograph of the Mortgaged Property.
18. Survey of the Mortgaged Property.
19. Copy of each instrument necessary to complete
identification of any exception set forth in the
exception schedule in the title policy, i.e., map
or plat, restrictions, easements, sewer agreements,
home association declarations, etc.
20. All required disclosure statements.
21. If available, termite report, structural engineer's
report, water potability and septic certification.
22. Sales contract (if applicable).
23. Tax receipts, insurance premium receipts,
ledger sheets, payment history from date of origination
, insurance claim files, correspondence, current and
historical computerized data files, and all other
processing, underwriting and closing papers and records
which are customarily contained in a mortgage loan file
and which are required to document the Mortgage Loan or
to service the Mortgage Loan.
EXHIBIT C-1
MORTGAGE LOAN DOCUMENTS
The Mortgage Loan Documents for each Mortgage Loan shall
include each of the following items, which shall be delivered to the
Purchaser or its designee pursuant to Section 2.03 of the Mortgage Loan Sale,
Warranties and Servicing Agreement to which this Exhibit is annexed
(the"Agreement"):
1. In the case of each Mortgage Loan , the original Mortgage
Note endorsed without recourse in proper form as
follows: "Pay to the order of _____________, without
recourse" (in each case, with all necessary intervening
endorsements as applicable);
2. The original of any guarantee executed in connection
with the Mortgage Note;
3. The original recorded Mortgage with evidence of
recording indicated thereon. If, in connection with
any Mortgage Loan, the Company cannot deliver the
Mortgage with evidence of recording thereon on or prior
to the Closing Date because of (a) a delay caused by
the public recording office where such Mortgage has
been delivered for recordation, (b) the original is
retained by the public recording office or (c) because
such Mortgage has been lost, the Company shall deliver
or cause to be delivered to the Trustee (or its
custodian), in the case of a delay due to recording, a
true copy of such Mortgage, pending delivery of the
original thereof, together with an Officer's
Certificate of the Company certifying that the copy of
such Mortgage delivered to the Trustee (or its
custodian) is a true copy and that the original of
such Mortgage has been forwarded to the public recording
office, in the case that the original is retained by the
public recording office, a certified copy thereof by such
public recording office, or, in the case of a Mortgage
that has been lost, a copy thereof (certified as
provided for under the laws of the appropriate
jurisdiction) and a written Opinion of Counsel
acceptable to the Trustee and the Company that an
original recorded Mortgage is not required to enforce
the Trustee's interest in the Mortgage Loan;
4. The original of each assumption, modification
or substitution agreement, if any, relating to the
Mortgage Loans, or, as to any assumption, modification
or substitution agreement which cannot be delivered on
or prior to the Closing Date because of a delay caused
by the public recording office where such assumption,
modification or substitution agreement has been
delivered for recordation, a photocopy of such
assumption, modification or substitution agreement,
pending delivery of the original thereof, together
with an Officer's Certificate of the Company certifying
that the copy of such assumption, modification
or substitution agreement delivered to the Trustee (or
its custodian) is a true copy and that the original of
such agreement has been forwarded to the public
recording office;
5. The original Assignment of Mortgage for each Mortgage
Loan, in form and substance acceptable for recording.
If the Assignment of Mortgage is to be recorded, the
Mortgage shall be assigned to the Purchaser. If the
Assignment of Mortgage is not to be recorded, the
Assignment of Mortgage shall be delivered in blank.
If the Mortgage Loan was acquired by the Company in
a merger, the Assignment of Mortgage must be made by
"( ), successor by merger to (name of
predecessor)." If the Mortgage Loan was acquired or
originated by the Company while doing business under
another name, the Assignment of Mortgage must be by "(
), formerly known as (previous name)." If the Mortgage
Loan was assigned by the Company to the Servicer then
the related Assignment of Mortgage must be executed by
the Servicer. Subject to the foregoing, and where
permitted under the applicable laws of the
jurisdiction wherein the Mortgaged Property is located,
such assignments of Mortgage may be made by blanket
assignments for Mortgage Loans secured by the Mortgaged
Properties located in the same county;
6. Originals of all intervening assignments of the
Mortgage with evidence of recording thereon,
or if any such intervening assignment has not been
returned from the applicable recording office or has
been lost or if such public recording office retains
the original recorded assignments of mortgage, the
Company shall deliver or cause to be delivered to the
Purchaser, a photocopy of such intervening assignment,
together with (i) in the case of a delay caused by the
public recording office, an Officer-s Certificate of
the Company stating that such intervening assignment
of mortgage has been dispatched to the appropriate
public recording office for recordation and that such
original recorded intervening assignment of mortgage
or a copy of such intervening assignment of mortgage
certified by the appropriate public recording office or
by the title insurance company that issued the title
policy to be a true and complete copy of the
original recorded intervening assignment of mortgage
will be promptly delivered to the Purchaser upon
receipt thereof by the Company; or (ii) in the case of
an intervening assignment where a public recording
office retains the original recorded intervening
assignment or in the case where an intervening
assignment is lost after recordation in a public
recording office, a copy of such intervening assignment
certified by such public recording office to be a
true and complete copy of the original recorded
intervening assignment.
7. The original or duplicate mortgagee title
insurance policy or attorney's opinion of title
and abstract of title; and
8. The original of any security agreement, chattel
mortgage or equivalent executed in connection with
the Mortgage or as to any security agreement, chattel
mortgage or their equivalent that cannot be delivered
on or prior to the Closing Date because of a delay
caused by the public recording office where such
document has been delivered for recordation, a
photocopy of such document, pending delivery of
the original thereof, together with an Officer's
Certificate of the Company certifying that the copy
of such security agreement, chattel mortgage or their
equivalent delivered to the Trustee (or its custodian)
is a true copy and that the original of such document
has been forwarded to the public recording office.
EXHIBIT C-2
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
(Date)
(Trustee)
(Address)
In connection with the administration of the mortgages held by you
as Trustee (or by the Custodian on your behalf) under a certain Trust Agreement
dated as of ( ), 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
(or by the Custodian) with respect to the following described Mortgage
Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
Reason for requesting file:
1. Mortgage Loan paid in full. (The Servicer hereby certifies
that all amounts received in connection with the loan have been or will be
credited to the Collection Account or the Certificate Account (whichever is
applicable) pursuant to the Trust
Agreement.)
2. Mortgage Loan repurchased. (The Servicer hereby certifies
that the Purchase Price has been credited to the Collection Account or the
Certificate Account (whichever is applicable) pursuant to the Trust
Agreement.)
3. Mortgage Loan substituted. (The Servicer hereby certifies
that a Qualifying Substitute Mortgage Loan has been assigned and delivered to
you along with the related Mortgage File pursuant to the Trust Agreement.)
4. The Mortgage Loan is being foreclosed.
5. Other. (Describe)
The undersigned acknowledges that the above Mortgage File
will be held by the undersigned in accordance with the provisions
of the Trust Agreement and will be returned to you (or to the Custodian)
within ten (10) days of our receipt of the Mortgage File, except if the
Mortgage Loan has been paid in full, or repurchased or substituted for a
Qualifying Substitute Mortgage Loan (in which case the Mortgage File will be
retained by us permanently) and except if the Mortgage Loan is being
foreclosed (in which case the Mortgage File will be returned when no longer
required by us for such purpose).
Capitalized terms used herein shall have the meanings ascribed to
them in the Trust Agreement.
( )
By: _______________________________
Name:
Title:<PAGE>
EXHIBIT D-1
CUSTODIAL ACCOUNT CERTIFICATION
______________________, 199__
( ) hereby certifies that it has established the account
described below as a Custodial Account pursuant to Section
4.04 of the Mortgage Loan Sale, Warranties and Servicing Agreement,
dated as of ( ), 199__.
Title of Account: Fleet Mortgage Corp., in trust for Lehman
Capital, A Division of Lehman Brothers Holdings Inc.
Account Number: _________________________
Address of office or branch of the Servicer at which Account is
maintained:
_______________________
_______________________
_______________________
( )
By: _______________________________
Name:
Title:<PAGE>
EXHIBIT D-2
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________________, 199__
To: ____________________
____________________
____________________
(the "Depository")
As the Servicer under the Mortgage Loan Sale, Warranties
and Servicing Agreement, dated as of ( ), 199__ (the
"Agreement"), we hereby authorize and request you to establish an
account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to
be designated as "Fleet Mortgage Corp., in trust for
Lehman Capital, A Division of Lehman Brothers Holdings Inc.. All
deposits in the account shall be subject to withdrawal therefrom by
order signed by the Servicer. This letter is submitted to you in
duplicate. Please execute and return one original to us.
( )
By: _______________________________
Name:
Title:
The undersigned, as Depository, hereby certifies that the above described
account has been established under Account Number ___________, at the office
of the Depository indicated above, and agrees to honor withdrawals on such
account as provided above.
________________________________________
Depository
By: ________________________________
Name:
Title:
<PAGE>
EXHIBIT E-1
ESCROW ACCOUNT CERTIFICATION
__________________, 199__
( ) hereby certifies that it has established
the account described below as an Escrow Account pursuant to Section 4.06 of
the Mortgage Loan Sale, Warranties and Servicing Agreement, dated as of () ,
199__.
Title of Account: Fleet Mortgage Corp., in trust for Lehman
Capital, A Division of Lehman Brothers Holdings Inc.
Account Number: _______________________
Address of office or branch of the Servicer at which Account is
maintained:
__________________________________________________
__________________________________________________
__________________________________________________
( )
By: _______________________________
Name:
Title:
<PAGE>
EXHIBIT E-2
ESCROW ACCOUNT LETTER AGREEMENT
______________________, 199__
To: ____________________
____________________
____________________
(the "Depository")
As Servicer under the Mortgage Loan Sale, Warranties and
Servicing Agreement, dated as of ( ), 199__ (the "Agreement"),
we hereby authorize and request you to establish an account, as an
Escrow Account pursuant to Section 4.07 of the Agreement, to be designated as
"Fleet Mortgage Corp., in trust for Lehman Capital,
A Division of Lehman Brothers Holdings Inc.," or such other designation as
the Purchaser may direct. All deposits in the account shall be subject to
withdrawal therefrom by order signed by the Servicer. This letter is submitted
to you in duplicate. Please execute and return one original to us.
( )
By: _______________________________
Name:
Title:
Date: _______________________________
<PAGE>
The undersigned, as Depository, hereby certifies that the above described
account has been established under Account Number _____________________, at the
office of the Depository indicated above, and agrees to honor withdrawals on
such account as provided above.
_________________________________________
Depository
By: _______________________________
Name:
Title:
Date: _______________________________
<PAGE>
EXHIBIT F
MONTHLY REMITTANCE ADVICE<PAGE>
EXHIBIT G
MONTHLY ELECTRONIC DATA TRANSMISSION<PAGE>
EXHIBIT H
FORM OF CERTIFICATE OF SERVICING OFFICER
FOR NONRECOVERABLE ADVANCES
___________________________
(date)
(Trustee)
(Address)
Re: Mortgage Loan Sale, Warranties and Servicing
Agreement, dated as of ( ), 199__ (the
"Agreement")
Ladies and Gentlemen:
In accordance with the provisions of Section 5.03 of the
above-referenced Agreement, the undersigned hereby certifies that
it has determined, with regard to the Mortgage Loan(s) identified
below, that (future advances would) (Monthly Advances previously
made in the amount of $____________ will) not be ultimately
recoverable.
______________________________________________________________
Mortgagor Identifying Number
______________________________________________________________
Mortgagor Identifying Number
______________________________________________________________
Mortgagor Identifying Number
( )
By: _______________________________
Name:
Title:
<PAGE>
EXHIBIT I
EXCEPTIONS TO THE PRIMARY MORTGAGE INSURANCE POLICY
REPRESENTATIONS<PAGE>
K-1
EXHIBIT J
COMPANY'S OFFICER'S CERTIFICATE
I, ____________________, hereby certify that I am the duly elected
(Vice) President of (COMPANY), a federally chartered institution organized
under the laws of the United States, (the "Company") and further as follows:
1. Attached hereto as Exhibit A is a true, correct and
complete copy of the charter of the Company which is in full force
and effect on the date hereof and which has been in effect without
amendment, waiver, rescission or modification since (Cut-off Date).
2. Attached hereto as Exhibit B is an original certificate of
corporate existence of the Company, issued within ten days of the date
hereof, and no event has occurred since the date thereof which would
impair such existence.
3. Attached hereto as Exhibit C is a true, correct and
complete copy of the corporate resolutions of the Board of Directors of
the Company authorizing the Company to execute and deliver the Purchase
and Servicing Agreement (as defined below) by original signature, and to
endorse the Mortgage Notes and execute the Assignments of Mortgages by
original (or facsimile) signature, and such resolutions are in effect
on the date hereof and have been in effect without amendment, waiver
rescission or modification since (Date).
4. Either (i) no consent, approval, authorization or order of any
court or governmental agency or body is required for the execution,
delivery and performance by the Company of or compliance by
the Company with the Mortgage Loan Sale and Servicing Agreement, dated
as of November 1, 1996 (the "Purchase and Servicing Agreement"), by and
among the Company, Fleet Mortgage Corp., and Lehman Capital, a Division
of Lehman Brothers Holdings Inc. (the "Purchaser") or the sale of the
mortgage loans or the consummation of the transactions contemplated
by the Purchase and Servicing Agreement; or (ii) any required consent,
approval, authorization or order has been obtained by the Company.
5. Neither the consummation of the transactions contemplated by,
nor the fulfillment of the terms of the Purchase and Servicing Agreement,
conflicts or will conflict with or results or will result in a breach of
or constitutes or will constitute a default under the charter of the
Company, the terms of any indenture or other agreement or instrument to
which the Company is a party or by which it is bound or to which it is
subject, or any statute or order, rule, regulations, writ, injunction or
decree of any court, governmental authority or regulatory body to which
the Company is subject or by which it is bound.
6. To the best of my knowledge, there is no action, suit,
proceeding or investigation pending or threatened against the
Company which, in my judgment, either in any one instance or in the
aggregate, may result in any material adverse change in the
business, operations, financial condition, properties or assets of
the Company or in any material impairment of the right or ability
of the Company to carry on its business substantially as now conducted
or in any material liability on the part of the Company or which would
draw into question the validity of the Purchase and Servicing Agreement
or the mortgage loans or of any action taken or to be taken in connection
with the transactions contemplated hereby, or which would be likely to
impair materially the ability of the Company to perform under the terms
of the Purchase and Servicing Agreement.
7. Each person listed on Exhibit E attached hereto who,
as an officer or representative of the Company, signed (a) the Purchase
and Servicing Agreement and (b) any other document delivered prior hereto
or on the date hereof in connection with any purchase described in the
Agreement was, at the respective times of such signing and delivery, and
is now, a duly elected or appointed, qualified and acting officer or
representative of the Company, who holds the office set forth opposite
his or her name on Exhibit E, and the signatures of such persons appearing
on such documents are their genuine signatures.
8. The Company is duly authorized to engage in the transactions
described and contemplated in the Purchase and Servicing Agreement.
<PAGE>
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of
the Company.
Dated: By:
Name:
(Seal) Title: (Vice) President
I, ________________________, an (Assistant) Secretary of
(COMPANY), hereby certify that ____________ is the duly elected, qualified
and acting (Vice) President of the Company and that the signature appearing
above is (her) (his) genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: By:
Name:
Title: (Assistant) Secretary
<PAGE>
EXHIBIT E to
Company's Officer's Certificate
Name Title Signature
<PAGE>
EXHIBIT K
SERVICER-S OFFICER-S CERTIFICATE
I, ____________________, hereby certify that I am the duly elected
(Vice) President of (SERVICER), a corporation organized under the laws of the
(state of ____________), (the "Servicer") and further as follows:
1. Attached hereto as Exhibit A is a true, correct and
complete copy of the charter of the Servicer which is in full force
and effect on the date hereof.
2. Attached hereto as Exhibit B is a true, correct and
complete copy of the bylaws of the Servicer which are in effect on
the date hereof.
3. Attached hereto as Exhibit C is an original certificate of
corporate existence of the Servicer, issued within ten days of the date
hereof, and no event has occurred since the date thereof which would
impair such standing.
4. Attached hereto as Exhibit D is a true, correct and
complete copy of the corporate resolutions of the Board of Directors of
the Servicer authorizing the Servicer to execute and deliver the Purchase
and Servicing Agreement (as hereinafter defined) by original signature,
and such resolutions are in effect on the date hereof and have been
in effect without amendment, waiver rescission or modification
since (Date).
5. Either (i) no consent, approval, authorization or order of any
court or governmental agency or body is required for the execution,
delivery and performance by the Servicer of or compliance by
the Servicer with the Mortgage Loan Sale and Servicing Agreement,
dated as of November 1, 1996 (the "Purchase and Servicing Agreement"),
by and among the Servicer, Household Bank, F.S.B. and Lehman Capital,
a Division of Lehman Brothers Holdings Inc. (the "Purchaser"), or the
consummation of the transactions contemplated by the Purchase and
Servicing Agreement; or (ii) any required consent, approval, authorization
or order has been obtained by the Servicer.
6. Neither the consummation of the transactions contemplated by,
nor the fulfillment of the terms of the Purchase and Servicing Agreement,
conflicts or will conflict with or results or will result in a breach of
or constitutes or will constitute a default under the articles of
incorporation or by-laws of the Servicer, to the best of my knowledge
the terms of any indenture or other agreement or instrument to which the
Servicer is a party or by which it is bound or to which it is subject,
or any statute or order, rule, regulations, writ, injunction or decree of
any court, governmental authority or regulatory body to which the Servicer
is subject or by which it is bound.
7. To the best of my knowledge, there is no action, suit,
proceeding or investigation pending or threatened against the Servicer
which, in my judgment, either in any one instance or in the
aggregate, may result in any material adverse change in the
business, operations, financial condition, properties or assets of the
Servicer or in any material impairment of the right or ability of the
Servicer to carry on its business substantially as now conducted or
which would draw into question the validity of the Purchase and
Servicing Agreement or the mortgage loans or of any action taken or to be
taken in connection with the transactions contemplated hereby, or which
would be likely to impair materially the ability of the Servicer to
perform under the terms of the Purchase and Servicing Agreement.
8. Each person listed on Exhibit E attached hereto who,
as an officer or representative of the Servicer, signed the Purchase
and Servicing Agreement, was, at the respective times of such signing and
delivery, and is now, a duly elected or appointed, qualified and acting
officer or representative of the Servicer, who holds the office set forth
opposite his or her name on Exhibit E, and the signatures of such persons
appearing on such documents are their genuine signatures.
9. The Servicer is duly authorized to engage in the transactions
described and contemplated in the Purchase and Servicing Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal
of the Servicer.
Dated: By:
Name:
(Seal) Title: (Vice) President
I, ________________________, an (Assistant) Secretary of
(SERVICER), hereby certify that ____________ is the duly elected,
qualified and acting (Vice) President of the Servicer and that the
signature appearing above is (her) (his) genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: By:
Name:
Title: (Assistant) Secretary<PAGE>
EXHIBIT E to
Servicer's Officer's Certificate
Name Title Signature
<PAGE>
EXHIBIT L
(FORM OF OPINION OF COUNSEL FROM THE COMPANY)
(date)
Lehman Capital, a Division of
Lehman Brothers Holdings Inc.
American Express Tower, 8th Floor
World Financial Center
New York, New York 10285-0800
Dear Sirs:
You have requested (our) (my) opinion, as (Assistant) General
Counsel to (COMPANY) (the "Company"), with respect to certain matters in
connection with the sale by the Company of the Mortgage Loans pursuant to
that certain Mortgage Loan Sale and Servicing Agreement by and among the
Company, Fleet Mortgage Corp. and Lehman Capital, a Division of Lehman Brothers
Holdings Inc. (the "Purchaser"), dated as of November 1, 1996 (the "Purchase
and Servicing Agreement"). Capitalized terms not otherwise defined herein
have the meanings set forth in the Purchase and Servicing Agreement.
(We) (I) have examined the following documents:
1. the Purchase and Servicing Agreement;
2. the form of Assignment of Mortgage;
3. the form of endorsement of the Mortgage Notes; and
4. such other documents, records and papers as we have deemed
necessary and relevant as a basis for this opinion.
To the extent (we) (I) have deemed necessary and proper,
(we) (I) have relied upon the representations and warranties of the
Company contained in the Purchase and Servicing Agreement. (We) (I) have
assumed the authenticity of all documents submitted to me
as originals, the genuineness of all signatures, the legal capacity
of natural persons and the conformity to the originals of all documents.
Based upon the foregoing, it is (our) (my) opinion that:
1. The Company is a federally chartered savings bank duly
organized, validly existing and in good standing under the laws
of the United States and is qualified to transact business in,
and is in good standing under, the laws of each state in
which a Mortgaged Property is located or is otherwise exempt
from such qualifications.
2. The Company has the power to engage in the transactions
contemplated by the Purchase and Servicing Agreement and all
requisite power, authority and legal right to execute and
deliver the Purchase and Servicing Agreement and the Mortgage
Loans and to perform and observe the terms and conditions of
such instruments.
3. The Purchase and Servicing Agreement has been duly authorized,
executed and delivered by the Company and is a legal, valid and
binding agreement enforceable in accordance with its
respective terms against the Company, subject to bankruptcy
laws and other similar laws of general application affecting
rights of creditors and subject to the application of the
rules of equity, including those respecting the availability
of specific performance, none of which will materially inter-
fere with the realization of the benefits provided thereunder
or with the Purchaser's ownership of the Mortgage Loans.
4. The Company has been duly authorized to allow any of its
officers to execute any and all documents by original signature
in order to complete the transactions contemplated by the
Purchase and Servicing Agreement and by original or facsimile
signature in order to execute the endorsements to the Mortgage
Notes and the Assignments of Mortgages, and the original or
facsimile signature of the officer at the Company executing
the endorsements to the Mortgage Notes and the Assignments of
Mortgages represents the legal and valid signature of said
officer of the Company.
5. Either (i) no consent, approval, authorization or order of any
court or governmental agency or body is required for the
execution, delivery and performance by the Company of or
compliance by the Company with the Purchase and Servicing
Agreement or the sale and delivery of the Mortgage Loans or
the consummation of the transactions contemplated by the
Purchase and Servicing Agreement; or (ii) any required consent,
approval, authorization or order has been obtained by
the Company.
6. Neither the consummation of the transactions contemplated by,
nor the fulfillment of the terms of, the Purchase and Servic-
ing Agreement or the Mortgage Loans conflicts or will conflict
with or results or will result in a breach of or constitutes or
will constitute a default under the charter or by-laws of the
Company, the terms of any indenture or other agreement or
instrument to which the Company is a party or by which it is
bound or to which it is subject, or violates any statute or
order, rule, regulations, writ, injunction or decree of any
court, governmental authority or regulatory body to which the
Company is subject or by which it is bound.
7. There is no action, suit, proceeding or investigation pending
or, to the best of my knowledge, threatened against the Company
which, in my judgment, either in any one instance or in the
aggregate, may result in any material adverse change in the
business, operations, financial condition, properties or assets
of the Company or in any material impairment of the right or
ability of the Company to carry on its business substantially
as now conducted or in any material liability on the part
of the Company or which would draw into question the validity
of the Purchase and Servicing Agreement or the Mortgage Loans
or of any action taken or to be taken in connection with the
transactions contemplated thereby, or which would be likely
to impair materially the ability of the Company to perform
under the terms of the Purchase and Servicing Agreement or
the Mortgage Loans.
8. The sale of each Mortgage Note and Mortgage as and in the
manner contemplated by the Purchase and Servicing Agreement
is sufficient fully to transfer to the Purchaser all right,
title and interest of the Company thereto as noteholder and
mortgagee.
9. To the best of my knowledge, upon due inquiry, the
Mortgages have been duly assigned and the Mortgage Notes have
been duly endorsed as provided in the Purchase and Servicing
Agreement.
The Assignments of Mortgage are in recordable form, except for the
insertion of the name of the assignee, and upon the name of the assignee
being inserted, are acceptable for recording under the laws of the state
where each related Mortgaged Property is located.
The endorsement of the Mortgage Notes, the delivery to the Purchaser (or its
designee) of the Assignments of Mortgage, and the delivery of the original
endorsed Mortgage Notes to the Purchaser or its designee are sufficient to
permit the Purchaser to avail itself of all protection available under
applicable law against the claims of any present or future creditors of the
Company, and are sufficient to prevent any other sale, transfer, assignment,
pledge or hypothecation of the Mortgages and the Mortgage Notes by the
Company from being enforceable.
This opinion is given to you for your sole benefit, and
no other person or entity is entitled to rely hereon
except that the purchaser or purchasers to which you initially and
directly resell the Mortgage Loans may rely on this opinion as if
it were addressed to them as of its date.
Very truly yours,
(Name)
(Assistant) General Counsel
<PAGE>
EXHIBIT M
(FORM OF OPINION OF COUNSEL FROM THE SERVICER)
(date)
Lehman Capital, a Division of
Lehman Brothers Holdings Inc.
American Express Tower, 8th Floor
World Financial Center
New York, New York 10285-0800
Dear Sirs:
You have requested my opinion, as Counsel to Fleet Mortgage Corp.
(the "Servicer"), with respect to certain matters
in connection with the assumption of servicing responsibilities by
the Servicer of the Mortgage Loans pursuant to that certain Mortgage Loan
Sale and Servicing Agreement by and among the Servicer, Household Bank,
F.S.B. and Lehman Capital, a Division of
Lehman Brothers Holdings Inc. (the "Purchaser"), dated as of
November 1, 1996 (the "Purchase and Servicing Agreement"). Capitalized terms
not otherwise defined herein have the meanings set forth in the Purchase and
Servicing Agreement.
(We) (I) have examined the following documents:
1. the Purchase and Servicing Agreement; and
2. such other documents, records and papers as we have deemed
necessary and relevant as a basis for this opinion.
To the extent (we) (I) have deemed necessary and proper,
(we) (I) have relied upon the representations and warranties of the
Servicer contained in the Purchase and Servicing Agreement. (We)
(I) have assumed the authenticity of all documents submitted to me
as originals, the genuineness of all signatures, the legal capacity
of natural persons and the conformity to the originals of all documents.
Based upon the foregoing, it is (our) (my) opinion that:
1. The Servicer is a corporation duly organized, validly existing
and in good standing under the laws of the South
Carolina.
2. The Servicer has the power to engage in the transactions
contemplated by the Purchase and Servicing Agreement and all requisite power,
authority and legal right to execute and deliver the Purchase and Servicing
Agreement and to perform and observe the terms and conditions of such
instruments.
3. The Purchase and Servicing Agreement has been duly
authorized, executed and delivered by the Servicer and assuming that the laws
of New York are the same as the laws of South Carolina is a legal, valid and
binding agreement enforceable in accordance with its respective terms against
the Servicer, subject to bankruptcy laws and other similar laws of general
application affecting rights of creditors and subject to the application of
the rules of equity, including those respecting the availability of
specific performance (regardless of whether such enforcement is sought in
a proceeding in equity or at law).
4. The Servicer has been duly authorized to allow any
of its officers to execute any and all documents by original signature in
order to complete the transactions contemplated by the Purchase and Servicing
Agreement.
5. Either (i) no consent, approval, authorization or order of any
court or governmental agency or body is required for the execution, delivery
and performance by the Servicer of or compliance by the Servicer with the
Purchase and Servicing Agreement or (ii) any required consent, approval,
authorization or order has been obtained by the Servicer.
6. Neither the consummation of the transactions contemplated by,
nor the fulfillment of the terms of, the Purchase and Servicing Agreement
conflicts or will conflict with or results or will result in a breach of
or constitutes or will constitute a default under the articles of incorporation
or by-laws of the Servicer, the terms of any indenture or other agreement or
instrument known by me to which the Servicer is a party or by which it is bound
or to which it is subject, or violates any statute or order, rule, regulations,
writ, injunction or decree of any court, governmental authority or regulatory
body to which the Servicer is subject or by which it is bound.
7. There is no action, suit, proceeding or investigation pending
or, to the best of my knowledge, threatened against the Servicer which, in my
judgment, either in any one instance or in the aggregate, is likely to result
in any material adverse change in the business, operations, financial condit-
ion, properties or assets of the Servicer or in any material impairment of the
right or ability of the Servicer to carry on its business substantially as now
conducted or which would draw into question the validity of the Purchase and
Servicing Agreement or the Mortgage Loans or of any action taken or to be
taken in connection with the transactions contemplated thereby, or which
would be likely to impair materially the ability of the Servicer to perform
under the terms of the Purchase and Servicing Agreement.
This opinion is given to you for your sole benefit, and
no other person or entity is entitled to rely hereon except that
the purchaser or purchasers to which you initially and directly resell
the Mortgage Loans may rely on this opinion as if it were addressed to
them as of its date.
Very truly yours,
(Name)
(Assistant) General Counsel
<PAGE>
EXHIBIT N
SECURITY RELEASE CERTIFICATION
___________________, 199_
Federal Home Loan Bank of
Attention:
Re: Notice of Sale and Release of Collateral
Dear Sirs:
This letter serves as notice that (COMPANY), a (state) (federally)
chartered savings and loan association (in the state of
___________) (the "Association") has committed to sell to Lehman Capital, a
Division of Lehman Brothers Holdings Inc. ("LCC") under
a Mortgage Loan Sale and Servicing Agreement dated as of November
1, 1996, certain mortgage loans originated by the Association. The
Association warrants that the mortgage loans to be sold to LCC are
in addition to and beyond any collateral required to secure
advances made by you to the Association.
The Association acknowledges that the mortgage loans to
be sold to LCC shall not be used as additional or substitute collateral for
advances made by you. LCC understands that the balance of the Association's
mortgage loan portfolio may be used as collateral or additional collateral for
advances made by you, and confirms that it has no interest therein.
Execution of this letter by the Federal Home Loan Bank of
_________________________ shall constitute a full and complete release of any
security interest, claim, or lien which the Federal
Home Loan Bank of _____________________ may have against the mortgage loans
to be sold to LCC.
Very truly yours,
(COMPANY)
By:
Name:
Title:
Date:
Acknowledged and approved:
FEDERAL HOME LOAN BANK OF
By:
Name:
Title:
Date:<PAGE>
EXHIBIT O
SECURITY RELEASE CERTIFICATION
I. Release of Security Interest
The financial institution named below hereby relinquishes
any and all right, title and interest it may have in all Mortgage
Loans to be purchased by Lehman Capital, a Division of Lehman Brothers
Holdings Inc. from the Company named below pursuant to that certain Mortgage
Loan Sale and Servicing Agreement, dated as of November 1, 1996, and certifies
that all notes, mortgages, assignments and other documents in its possession
relating to such Mortgage Loans have been delivered and released to the
Company named below or its designees, as of the date and time of the sale
of such Mortgage Loans to Lehman Capital, a Division of Lehman Brothers
Holdings Inc.
Name and Address of Financial Institution
(name)
(Address)
By: <PAGE>
II. Certification of Release
The Company named below hereby certifies to Lehman Capital, a
Division of Lehman Brothers Holdings Inc. that, as of
the date and time of the sale of the above-mentioned Mortgage Loans
to Lehman Capital, a Division of Lehman Brothers Holdings Inc., the
security interests in the Mortgage Loans released by the above-named
financial institution comprise all security interests
relating to or affecting any and all such Mortgage Loans. The
Company warrants that, as of such time, there are and will be no other
security interests affecting any or all of such Mortgage Loans.
(SELLER)
By:
Title:
Date:
<TABLE>
<CAPTION>
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073811321 WILLIAM C KING JR 1418 MORAN ROAD FRANKLIN TN 37064 Single Fam Primary H Purchase
0073811790 ANTHONY K PALUKA 1947 CAMARGUE DRIVE ZIONSVILLE IN 46077 PUD Primary H Refinanc
0073812210 JOSEPH C CIBIT 1849 NARRAGANSETT COURT SAN DIEGO CA-S 92107 Single Fam Primary H Refinanc
0073812223 MICHAEL B GUARCO JR 80 HARMONY HILL ROAD GRANBY CT 06035 Single Fam Primary H Refinanc
0073812582 THEODORE W GARRISON 1463 BRANDYWINE LANE WAYNE PA 19087 Single Fam Primary H Refinanc
0073812618 ROGER BARTELS 32 NEARWATER ROAD ROWAYTON CT 06853 PUD Primary H Refinanc
0073812715 WILLIAM J BURR 201 ILLINOIS ELMHURST IL 60126 Single Fam Primary H Refinanc
0073812854 NICK ARVIS, JR 430 N ADAMS STREET HINSDALE IL 60521 Single Fam Primary H Refinanc
0073812906 WILLIAM H CHAPMAN 107 BLUEBONNET LANE SCOTTS VALL CA-N 95066 2 Family Primary H Refinanc
0073813031 JIMMIE PICKETT JR 4362 VALE STREET IRVINE CA-S 92714 PUD Primary H Refinanc
0073813390 THOMAS J CLARK 2245 LAKECREST COURT MARTINEZ CA-N 94553 Single Fam Primary H Purchase
0073813714 MICHAEL A VOLPE 504 THOMPSON ST EAST HAVEN CT 06513 Single Fam Primary H Refinanc
0073813934 AMIN J BARAKAT 9721 SPRING RIDGE LANE VIENNA VA 22182 Single Fam Primary H Refinanc
0073814933 DENNIS H KENNEDY 3379 WALNUT DRIVE ELLICOTT CI MD 21043 Single Fam Primary H Purchase
0073815220 WALTON R EMMICK 4245 CLYBOURN AVENUE NO. HOLLYWO CA-S 91602 Single Fam Primary H Refinanc
0073815712 EDGARDO CASILAO BADI 15711 HIDDEN VALLEY DRI POWAY CA-S 92064 Single Fam Primary H Refinanc
0073815783 ELIZABETH BARROWMAN 901 5TH STREET #C SANTA MONIC CA-S 90403 Condo Primary H Purchase
0073816083 MICHAEL B STEVENS 48 LA JOLLA COURT DANVILLE CA-N 94526 Single Fam Primary H Purchase
0073816164 LAWRENCE J MCBRIDE 24772 LARGO DRIVE LAGUNA HILL CA-S 92653 Single Fam Primary H Refinanc
0073816313 DONALD J O'HARA 4007 UNDERWOOD STREET CHEVY CHASE MD 20815 Single Fam Primary H Refinanc
0073816847 LEONARD G HILLIARD 8 OLD ELM COURT LUTHERVILLE MD 21093 PUD Primary H Refinanc
0073817338 ROMEO N FINCH 156 CRYSTAL SPRINGS ROA SAN DIMAS CA-S 91773 Single Fam Primary H Refinanc
0073817464 WILLIAM R CARDANI 5 MARBEE ROAD ROCKPORT MA 01966 Single Fam Primary H Refinanc
0073817642 TARA E SOPHER 8208 SPRING BOTTOM W BALTIMORE MD 21208 Single Fam Primary H Refinanc
0073817862 SAMUEL K KAWAMURA 14614 BLUE SKY ROAD HACIENDA HE CA-S 91745 PUD Primary H Refinanc
0073818078 GLYNNE D MILLER 9765 CHAUCER CT NW PICKERINGTO OH 43147 Single Fam Primary H Purchase
0073818159 ROBERT E ANDERSON 9767 AQUEDUCT AVENUE SEPULVEDA CA-S 91343 Single Fam Primary H Refinanc
0073818751 DANIEL P BRAUN 1236 BELCROSS DRIVE GAHANNA OH 43230 Single Fam Primary H Purchase
0073818764 HELEN P MCCLURE 4803 N LITTLE FALLS RO ARLINGTON VA 22207 Single Fam Primary H Purchase
0073819051 RICHARD LICHENSTEIN 3384 WALNUT DRIVE ELLICOTT CI MD 21043 Single Fam Primary H Purchase
0073819174 JAMES & NANCY CUMMAN 515 GREEN BAY ROAD GLENCOE IL 60022 Single Fam Primary H Refinanc
0073819336 MARIAN R BIALOBRODSK 422 SUTTON CIRCLE DANVILLE CA-N 94506 PUD Primary H Purchase
0073819378 DANIEL F JANSSEN 1815 N UTAH STREET ARLINGTON VA 22207 Single Fam Primary H Refinanc
0073819417 M T NAIMI 660 PARK AVENUE BLOOMFIELD CT 06002 Single Fam Primary H Refinanc
0073819637 JAMES HARTNETT 481 S ARLINGTON ELMHURST IL 60126 Single Fam Primary H Purchase
0073820406 GERALD E WOLFE 8441 AUTUMNHILL PLACE RANCHO CUCA CA-S 91730 Condo Primary H Refinanc
0073820671 ROBERT H WEAVER II 291 TYRELLA AVE MT. VIEW CA-N 94043 Single Fam Primary H Refinanc
0073820736 DR STEVEN BANKS 277 FOREST GLEN ELLYN IL 60137 Single Fam Primary H Purchase
0073821104 ANN K BLANC 11718 LIGHTFALL COURT COLUMBIA MD 21044 Single Fam Primary H Purchase
0073821272 H DANIEL FULLER 22402 ROSEBRIAR MISSION VIE CA-S 92692 PUD Primary H Refinanc
0073821324 MICHAEL P MILLS 5 SKYGATE ALISO VIEJO CA-S 92656 PUD Primary H Refinanc
0073822022 KENNETH L STEPHENS 37333 OAK VIEW ROAD YUCAIPA CA-S 92399 Single Fam Primary H Cash Out
0073822051 PETER B WELSH 4507 CHELTENHAM DRIVE BETHESDA MD 20814 Single Fam Primary H Refinanc
0073822792 ROBERT A SIEBERT 6 EAST LAKE DRIVE ANNAPOLIS MD 21403 Single Fam Primary H Refinanc
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
261,000 246,640.91 82.410 8.13 360 318 1993-06-01 2023-05-01 1996-10-01
236,700 228,669.14 60.610 7.75 360 318 1993-06-01 2023-05-01 1996-10-01
272,000 238,001.52 70.410 8.00 360 319 1993-07-01 2023-06-01 1996-10-01
249,300 238,095.00 86.120 8.50 360 303 1992-03-01 2022-02-01 1996-10-01
278,000 267,829.30 83.850 8.38 360 311 1992-11-01 2022-10-01 1996-10-01
225,000 196,669.24 25.500 8.38 360 304 1992-04-01 2022-03-01 1996-10-01
215,000 206,647.62 61.800 8.50 360 312 1992-12-01 2022-11-01 1996-10-01
245,000 236,151.49 66.640 8.25 360 312 1992-12-01 2022-11-01 1996-10-01
345,000 331,938.17 71.520 8.13 360 311 1992-11-01 2022-10-01 1996-10-01
213,500 192,815.56 67.920 8.50 360 309 1992-09-01 2022-08-01 1996-10-01
294,750 277,760.49 84.850 8.25 360 305 1992-05-01 2022-04-01 1996-10-01
148,500 139,568.17 84.770 7.88 360 305 1992-05-01 2022-04-01 1996-10-01
364,000 332,589.15 72.680 7.00 240 208 1994-04-01 2014-03-01 1996-10-01
220,000 211,662.88 76.010 8.25 360 310 1992-10-01 2022-09-01 1996-11-01
675,000 654,430.15 63.900 7.88 360 321 1993-09-01 2023-08-01 1996-11-01
260,000 250,938.29 77.360 7.75 360 317 1993-05-01 2023-04-01 1996-10-01
225,600 194,773.84 69.330 8.13 360 283 1990-07-01 2020-06-01 1996-10-01
472,000 453,353.84 76.920 8.25 360 314 1993-02-01 2023-01-01 1996-10-01
316,000 283,249.68 68.470 8.38 360 313 1993-01-01 2022-12-01 1996-10-01
340,000 328,182.38 75.600 7.00 360 322 1993-10-01 2023-09-01 1996-10-01
277,000 231,746.83 63.000 8.25 360 311 1992-11-01 2022-10-01 1996-10-01
218,300 199,739.75 69.120 8.13 360 311 1992-11-01 2022-10-01 1996-10-01
220,000 207,735.14 72.790 8.00 360 312 1992-12-01 2022-11-01 1996-10-01
299,000 288,750.53 68.810 8.13 360 315 1993-03-01 2023-02-01 1996-10-01
260,000 244,114.15 66.150 8.00 360 319 1993-07-01 2023-06-01 1996-10-01
225,000 212,999.99 74.030 8.50 360 294 1991-06-01 2021-05-01 1996-10-01
152,000 148,583.03 78.330 8.13 360 329 1994-05-01 2024-04-01 1996-10-01
199,500 194,937.71 78.090 8.25 360 334 1994-10-01 2024-09-01 1996-10-01
364,300 349,182.02 75.980 8.38 360 305 1992-05-01 2022-04-01 1996-10-01
273,500 259,403.27 84.470 7.63 360 317 1993-05-01 2023-04-01 1996-10-01
236,000 211,844.06 62.500 7.13 360 322 1993-10-01 2023-09-01 1996-10-01
252,000 240,678.61 86.120 8.25 360 306 1992-06-01 2022-05-01 1996-11-01
232,000 223,188.84 77.100 8.25 360 310 1992-10-01 2022-09-01 1996-10-01
90,000 85,387.08 70.130 8.00 360 307 1992-07-01 2022-06-01 1996-10-01
286,400 276,328.95 77.330 8.13 360 314 1993-02-01 2023-01-01 1996-11-01
90,000 85,059.52 66.520 7.88 360 303 1992-03-01 2022-02-01 1996-10-01
236,000 226,871.62 75.770 7.88 360 312 1992-12-01 2022-11-01 1996-10-01
279,000 256,781.82 82.700 7.75 240 200 1993-08-01 2013-07-01 1996-10-01
255,500 243,037.11 85.820 8.50 360 314 1993-02-01 2023-01-01 1996-10-01
368,000 355,735.52 77.470 8.50 360 314 1993-02-01 2023-01-01 1996-10-01
290,000 271,138.68 74.500 8.13 360 312 1992-12-01 2022-11-01 1996-10-01
258,750 249,384.67 72.410 8.50 360 310 1992-10-01 2022-09-01 1996-10-01
212,850 204,816.15 74.550 7.88 360 313 1993-01-01 2022-12-01 1996-11-01
350,000 335,799.34 63.480 7.75 360 311 1992-11-01 2022-10-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073822860 MARK MAGGIO 3605 NORTH 21ST AVENUE ARLINGTON VA 22207 Single Fam Primary H Purchase
0073823034 JAMES G CROCICCHIA 546 BREAKNECK_HILL MIDDLEBURY CT 06762 Single Fam Primary H Refinanc
0073823364 J WAYNE HARRIS 200 COLONIAL COURT LYNCHBURG VA 24503 Single Fam Primary H Refinanc
0073823377 CLINTON O SANDER 214 POPLAR CREST AVE THOUSAND OA CA-S 91320 Single Fam Primary H Refinanc
0073823393 JEAN MORRISON RT 4 BOX 21 AA SANTA FE NM 87501 Single Fam Primary H Refinanc
0073823403 ROGER C WARD 7474 NOEL ROAD INDIANAPOLI IN 46278 Single Fam Primary H Purchase
0073823461 CRAIG A ENGLISH 3808 DUDDINGTON WAY PHOENIX MD 21131 Single Fam Primary H Refinanc
0073823555 THEODORE R HOOPES JR 7289 TICONDEROGA PLACE GILROY CA-N 95020 Single Fam Primary H Refinanc
0073823830 RICHARD G REBH 531 ENTRADA WAY MENLO PARK CA-N 94025 Single Fam Primary H Refinanc
0073824127 CHRISTOPHER BROOKS 13 MEADOW LANE GLEN HEAD NY 11545 Single Fam Primary H Refinanc
0073824460 PAUL E FENCHEL 18 NORTH SHORE DR DERRY NH 03038 Single Fam Primary H Purchase
0073824570 LAURIE HENRIKSON 11430 GREENMOOR LANE OAKTON VA 22124 Single Fam Primary H Purchase
0073825113 BERNARD S MYERHOLTZ 240 DEVON DRIVE BURR RIDGE IL 60521 Single Fam Primary H Refinanc
0073825265 RONALD F BADDOCK 916 SONG SPARROW COURT ARNOLD MD 21012 PUD Primary H Refinanc
0073826031 ROBERT E CHILD, JR 403 ARLINGTON AVENUE NAPERVILLE IL 60565 Single Fam Primary H Refinanc
0073826374 ROBERT R ROTHSTEIN RT 9 BOX 76 SANTA FE NM 87501 Single Fam Primary H Refinanc
0073826921 ANTHONY J CASEY 44 WEST BRANCH ROAD WESTON CT 06883 Single Fam Primary H Refinanc
0073826934 VINCENT L FORD 2913 CHEVERLY OAKS COUR CHEVERLY MD 20785 Single Fam Primary H Refinanc
0073827496 DAVID L ALLEN 1679 PHEASANT RUN PLACE GENEVA IL 60134 Single Fam Primary H Refinanc
0073827784 EDMOND J JOWDY, JR 23 GREENTREE DRIVE GLASTONBURY CT 06033 Single Fam Primary H Refinanc
0073828097 GURU G SINGH 67-2 BALLANTINE ROAD BERNARDSVIL NJ 07924 Single Fam Primary H Refinanc
0073828262 WARD C STARRETT 33 W 622 WHITE THORN WAYNE IL 60184 Single Fam Primary H Refinanc
0073828673 DANIEL PERRY BECKER 6411 GLENFOX HUNTINGTON CA-S 92647 Single Fam Primary H Refinanc
0073828754 ROBERT E WALSH 635 WASHINGTON AVENUE GLENCOE IL 60022 Single Fam Primary H Cash Out
0073828864 LOUIS L NIELSEN 124 DUNROVIN DRIVE BARRINGTON IL 60010 Single Fam Primary H Refinanc
0073829274 DENNIS J HAYES 12434 NONIE TERRACE SAN DIEGO CA-S 92129 Single Fam Primary H Refinanc
0073829588 BURL D PARKER 837 SUTTER LANE IONE CA-N 95640 Single Fam Primary H Refinanc
0073829724 LINA CALDWELL 615 GREYSTONE PARK NE ATLANTA GA 30324 Single Fam Primary H Refinanc
0073829960 SOUNG W LEE 3109 SCHWEITZER DR TOPANGA CA-S 90290 Single Fam Primary H Cash Out
0073829986 DANIEL R DEVLIN 15604 EVESHAM PLACE SILVER SPRI MD 20905 Single Fam Primary H Refinanc
0073830056 THAKAR S BASATI 746 NORTH VICTORIA DRIV PALATINE IL 60067 Single Fam Primary H Refinanc
0073830108 JEFFREY N WILLIAMS 1216 CASTLEMONT AVENUE SAN JOSE CA-N 95128 Single Fam Primary H Refinanc
0073830153 JEFFREY M ALLCOCK 3N681 TROTTER LANE ST. CHARLES IL 60174 Single Fam Primary H Purchase
0073830454 HAROLD W WARD, JR 814 MOANA DRIVE SAN DIEGO CA-S 92106 Single Fam Primary H Cash Out
0073830535 DAVID J BIRNKRANT 210 MURWOOD MORELAND HI OH 44022 Single Fam Primary H Refinanc
0073830904 JOHN P RUOCCO 56 BELRIDGE ROAD CHESHIRE CT 06410 Single Fam Primary H Refinanc
0073831110 CHARLES S BENVENUTI 80 B CAROLYN DRIVE CORTLANDT M NY 10566 Single Fam Primary H Refinanc
0073831437 MARILOU D TAGANAS 2524 MONTE LINDO COURT SAN JOSE CA-N 95121 Single Fam Primary H Purchase
0073831819 ROY E STANFORD, JR 2415 S FORT SCOTT DRIVE ARLINGTON VA 22202 Single Fam Primary H Refinanc
0073832067 BARRY L STIGERS 14012 TRIADELPHIA ROA GLENELG MD 21737 Single Fam Primary H Refinanc
0073832096 LAURENCE E BATES 318 TUNNEL ROAD VERNON CT 06066 Single Fam Primary H Refinanc
0073832148 BARRY R PORETZ 3817 GRIFFITH PLACE ALEXANDRIA VA 22304 Single Fam Primary H Refinanc
0073832193 DONALD G HANDO 11601 NORTHWEST 20 ST PLANTATION FL 33323 Single Fam Primary H Purchase
0073832287 JOHN D BRYAN 1164 GRIMLEY LANE SAN JOSE CA-N 95120 Single Fam Primary H Refinanc
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
293,600 271,785.72 74.430 7.00 240 205 1994-01-01 2013-12-01 1996-10-01
300,000 273,130.89 62.930 8.50 360 305 1992-05-01 2022-04-01 1996-10-01
230,000 222,645.91 55.020 8.50 360 315 1993-03-01 2023-02-01 1996-10-01
240,000 231,654.40 79.960 7.63 360 318 1993-06-01 2023-05-01 1996-10-01
420,000 403,749.92 52.830 7.88 360 312 1992-12-01 2022-11-01 1996-10-01
234,000 226,211.14 77.480 8.00 360 317 1993-05-01 2023-04-01 1996-10-01
292,000 282,195.41 76.400 8.38 360 314 1993-02-01 2023-01-01 1996-10-01
218,000 201,510.92 81.010 7.13 240 204 1993-12-01 2013-11-01 1996-10-01
400,000 384,876.08 59.320 8.00 360 312 1992-12-01 2022-11-01 1996-10-01
250,000 240,297.46 74.070 8.38 360 312 1992-12-01 2022-11-01 1996-10-01
70,000 65,185.21 66.660 7.38 360 305 1992-05-01 2022-04-01 1996-10-01
384,950 361,145.37 72.460 4.75 360 315 1993-03-01 2023-02-01 1996-10-01
212,000 197,149.49 45.020 7.25 240 206 1994-02-01 2014-01-01 1996-11-01
209,200 202,358.39 76.510 7.75 360 320 1993-08-01 2023-07-01 1996-10-01
224,500 217,226.61 86.700 8.00 360 318 1993-06-01 2023-05-01 1996-10-01
247,500 234,783.79 71.290 8.38 360 315 1993-03-01 2023-02-01 1996-10-01
368,000 350,736.05 51.680 8.38 360 302 1992-02-01 2022-01-01 1996-10-01
211,500 204,487.58 87.180 7.88 360 318 1993-06-01 2023-05-01 1996-10-01
235,000 225,511.41 75.320 8.25 360 313 1993-01-01 2022-12-01 1996-10-01
250,000 242,208.44 76.060 8.13 360 320 1993-08-01 2023-07-01 1996-10-01
285,000 268,038.06 33.580 8.38 360 312 1992-12-01 2022-11-01 1996-10-01
270,000 258,158.46 53.890 8.25 360 312 1992-12-01 2022-11-01 1996-10-01
266,000 240,808.03 58.070 7.25 240 206 1994-02-01 2014-01-01 1996-12-01
210,000 203,067.86 21.420 7.75 360 319 1993-07-01 2023-06-01 1996-10-01
378,000 364,017.13 67.540 8.00 360 313 1993-01-01 2022-12-01 1996-10-01
238,000 229,774.83 83.570 7.50 360 319 1993-07-01 2023-06-01 1996-10-01
102,750 97,687.63 71.440 8.38 360 301 1992-01-01 2021-12-01 1996-10-01
300,000 274,410.38 79.940 7.63 240 198 1993-06-01 2013-05-01 1996-10-01
295,000 277,754.03 68.740 7.25 360 298 1991-10-01 2021-09-01 1996-10-01
243,000 234,943.05 87.180 7.88 360 318 1993-06-01 2023-05-01 1996-10-01
220,000 207,897.43 75.760 8.00 360 319 1993-07-01 2023-06-01 1996-10-01
226,500 201,440.25 57.040 7.75 360 320 1993-08-01 2023-07-01 1996-10-01
326,800 315,626.44 77.330 7.25 360 321 1993-09-01 2023-08-01 1996-10-01
225,000 216,887.12 64.860 8.13 360 313 1993-01-01 2022-12-01 1996-10-01
245,250 228,851.89 80.680 7.38 240 207 1994-03-01 2014-02-01 1996-10-01
200,000 189,571.60 85.170 8.38 360 305 1992-05-01 2022-04-01 1996-11-01
261,000 252,446.13 87.200 8.00 360 327 1994-03-01 2024-02-01 1996-10-01
243,950 218,630.87 71.910 8.00 360 313 1993-01-01 2022-12-01 1996-10-01
345,000 319,721.35 58.330 7.63 360 319 1993-07-01 2023-06-01 1996-10-01
265,000 251,170.26 63.720 8.25 360 316 1993-04-01 2023-03-01 1996-10-01
120,000 113,414.02 66.860 7.63 360 307 1992-07-01 2022-06-01 1996-10-01
365,000 342,618.37 72.290 8.13 360 310 1992-10-01 2022-09-01 1996-10-01
228,000 219,169.14 77.050 8.00 360 311 1992-11-01 2022-10-01 1996-10-01
275,000 260,506.25 41.170 8.00 360 312 1992-12-01 2022-11-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073832397 ROSENDO D CABALLERO 25887 BELLIS COURT VALENCIA CA-S 91355 PUD Primary H Purchase
0073832685 WILLIAM H GRAY 109 WINSTON LANE OAK RIDGE TN 37830 Single Fam Primary H Refinanc
0073832915 ANDREW M VITALE 70 DOROTOCKEY DRIVE HARRINGTON NJ 07640 Single Fam Primary H Refinanc
0073833383 GERARD P MICHAUD 4 LANDING CRCL WINDSOR CT 06095 Single Fam Primary H Purchase
0073833448 ROBERT A ANDREWS 1912 W 49TH STREET WESTWOOD HI KS 66205 Single Fam Primary H Refinanc
0073833765 CHRISTOPHER GOLDEN 118 WASHINGTON AVENUE GREENPORT NY 11944 Single Fam Primary H Purchase
0073834641 ROGER J PHILLIPS 17233 LOST CABIN ROAD EUREKA MO 63025 PUD Primary H Refinanc
0073835022 L DWIGHT WOOSTER 6349 WINPENNY DRIVE FREDERICK MD 21702 Single Fam Primary H Refinanc
0073835145 MARC N TERZIEV 630 ONEIDA DRIVE SUNNYVALE CA-N 94087 Single Fam Primary H Refinanc
0073835200 RUBEN VELARDE 3 CALLE VAQUETA RNCHO SANTA CA-S 92688 Single Fam Primary H Purchase
0073835420 JAMES SCHYLOR LANCE 1664 OAKLAND ROAD JULIAN CA-S 92036 Single Fam Primary H Refinanc
0073835462 RICHARD L WHEELER 52 PORTER ROAD ANDOVER MA 01810 Single Fam Primary H Purchase
0073835789 RICHARD C CHRISTOPHE 11 PINE GLEN ROAD SIMSBURY CT 06070 Single Fam Primary H Purchase
0073836209 GEORGE L GIBSON 1630 MOUNTAIN SHADOW STONE MOUNT GA 30087 Single Fam Primary H Refinanc
0073836720 PAUL S TASNER 2203 GLEN AVENUE BERKELEY CA-N 94709 Single Fam Primary H Refinanc
0073836869 NATHAN A WEINSAFT 83 SOUTH MILL STREET HOPKINTON MA 01748 Single Fam Primary H Refinanc
0073837350 MARK L HOWARD 611 ALAMEDA DE LA PULGA BELMONT CA-N 94002 Single Fam Primary H Refinanc
0073837402 CYRUS HOSSEIN AZANI 1314 EXCALIBER LANE SANDY SPRIN MD 20860 Single Fam Primary H Refinanc
0073837460 KURIAN P ABRAHAM 2332 KALAMAZOO DRIVE NAPERVILLE IL 60565 Single Fam Primary H Refinanc
0073837512 THOMAS F MYERS 1132 WOODVIEW ROAD BURR RIDGE IL 60521 Single Fam Primary H Refinanc
0073837677 DOMICIANO E ECALNE 683 KEVENAIRE DR MILPITAS CA-N 95035 Single Fam Primary H Refinanc
0073838537 WILLIAM R MANCH 5859 RESERVOIR HEIGHTS ALEXANDRIA VA 22311 PUD Primary H Refinanc
0073838605 JOHN C SCHROEDER 1140 FERRY ROAD DOYLESTOWN PA 18901 Single Fam Primary H Purchase
0073839196 THOMAS M TAM 4136 LITTLEWORTH WAY SAN JOSE CA-N 95140 Single Fam Primary H Purchase
0073839581 JOHN J MORTENSEN 14 OVERBROOK ROAD SOUTH BARRI IL 60010 Single Fam Primary H Refinanc
0073839853 PETER VAN KURAN, JR 879 GARLAND DRIVE PALO ALTO CA-N 94303 Single Fam Primary H Refinanc
0073840185 HENRY C DAILEY JR 2985 BROOK HIGHLAND DR BIRMINGHAM AL 35242 Single Fam Primary H Purchase
0073840839 TRISTAN E GLENWRIGHT 5781 PADUA DRIVE HUNTINGTON CA-S 92649 Single Fam Primary H Refinanc
0073841142 JAMES O NICKEL 4904 GREENBRIDGE RD DAYTON MD 21036 Single Fam Primary H Refinanc
0073841304 MICHAEL J TAYLOR 41 FREDS WAY HOLLISTER CA-N 95023 Single Fam Primary H Refinanc
0073841582 THAI DINH PHAM 3165 BARLETTA LANE SAN JOSE CA-N 95127 Single Fam Investmen Purchase
0073841605 MARK G ADRIANSEN 742 EAST SUNNY HILLS RO FULLERTON CA-S 92635 Single Fam Primary H Refinanc
0073841663 JAMES P PATTON 438 PRUSSIAN LANE WAYNE PA 19087 Single Fam Primary H Refinanc
0073841906 THOMAS P HENRY 10215 WHISKEY HILL LANE GILROY CA-N 95020 Single Fam Primary H Refinanc
0073842044 STEPHEN J LOH 1561 CROWFOOT CIRCLE HOFFMAN EST IL 60194 Single Fam Primary H Refinanc
0073842141 DAVID H PRESS 17 RIVERVIEW PLACE HASTINGS ON NY 10706 Single Fam Primary H Refinanc
0073842345 MICHAEL WILK 2019 BELMONT LN #3 REDONDO BCH CA-S 90278 Condo Primary H Cash Out
0073842688 MARIO O FUENTES 3389 WALNUT DRIVE ELLICOTT CI MD 21043 Single Fam Primary H Refinanc
0073842743 JAMES K FELDMAN 15321 CARROLTON ROAD ROCKVILLE MD 20853 Single Fam Primary H Refinanc
0073842905 JOHN J BARBERA 155 WHITE ROAD SCARSDALE NY 10583 Single Fam Primary H Purchase
0073842989 RUDY R GONZALEZ 1620 DAYTON PL SUUTH KENNEWICK WA 99336 Single Fam Primary H Purchase
0073843108 MICHAEL SCHAFFER 1908 BLUEGRASS COURT ST CHARLES IL 60174 Single Fam Primary H Purchase
0073843425 DEBORAH YACUBIAN 21 BISHOPS LANE LYNNFIELD MA 01940 Single Fam Primary H Refinanc
0073843454 JOHN R VERELLEY 79 SMEDLEY RD FAIRFIELD CT 06430 Single Fam Primary H Purchase
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
241,400 233,294.62 82.220 8.38 360 314 1993-02-01 2023-01-01 1996-11-01
230,600 222,067.07 72.350 8.25 360 311 1992-11-01 2022-10-01 1996-10-01
298,000 271,603.99 67.060 8.50 360 313 1993-01-01 2022-12-01 1996-10-01
151,500 137,865.85 54.440 7.63 360 262 1988-10-01 2018-09-01 1996-10-01
240,000 231,722.72 70.340 8.50 360 312 1992-12-01 2022-11-01 1996-10-01
110,700 102,291.24 79.500 7.50 360 281 1990-05-01 2020-04-01 1996-10-01
251,000 238,622.71 85.780 8.38 360 312 1992-12-01 2022-11-01 1996-10-01
352,000 316,320.82 72.270 7.88 240 199 1993-07-01 2013-06-01 1996-10-01
250,000 240,761.40 56.700 8.13 360 312 1992-12-01 2022-11-01 1996-10-01
68,900 61,522.07 38.500 8.13 360 256 1988-04-01 2018-03-01 1996-10-01
143,000 130,847.49 59.630 7.88 360 287 1990-11-01 2020-10-01 1996-10-01
265,000 253,307.23 64.300 8.25 360 310 1992-10-01 2022-09-01 1996-10-01
202,000 182,133.71 74.300 7.88 360 305 1992-05-01 2022-04-01 1996-11-01
235,000 212,054.51 47.260 8.00 360 304 1992-04-01 2022-03-01 1996-10-01
221,500 214,712.73 70.930 8.00 360 320 1993-08-01 2023-07-01 1996-11-01
222,300 214,802.28 87.120 8.25 360 315 1993-03-01 2023-02-01 1996-10-01
315,000 288,080.09 69.760 7.75 240 199 1993-07-01 2013-06-01 1996-10-01
315,000 294,466.87 72.020 7.75 360 313 1993-01-01 2022-12-01 1996-10-01
283,000 249,536.67 75.090 8.38 360 318 1993-06-01 2023-05-01 1996-10-01
251,000 195,771.90 56.390 8.38 360 313 1993-01-01 2022-12-01 1996-10-01
287,000 277,607.08 75.160 8.38 360 315 1993-03-01 2023-02-01 1996-10-01
300,000 284,932.31 76.140 7.88 360 313 1993-01-01 2022-12-01 1996-10-01
296,000 280,534.82 76.050 8.25 360 303 1992-03-01 2022-02-01 1996-10-01
264,000 254,475.81 74.980 8.13 360 313 1993-01-01 2022-12-01 1996-10-01
250,000 240,959.25 60.290 8.38 360 311 1992-11-01 2022-10-01 1996-11-01
320,000 309,155.04 50.770 8.25 360 315 1993-03-01 2023-02-01 1996-11-01
244,000 237,619.99 77.530 8.00 360 334 1994-10-01 2024-09-01 1996-10-01
226,700 218,894.13 87.020 8.38 360 313 1993-01-01 2022-12-01 1996-10-01
258,000 232,367.09 63.650 7.88 240 196 1993-04-01 2013-03-01 1996-10-01
220,000 209,777.94 61.820 8.13 360 306 1992-06-01 2022-05-01 1996-10-01
132,000 119,023.88 72.350 7.88 360 259 1988-07-01 2018-06-01 1996-10-01
266,400 257,245.80 77.320 8.25 360 314 1993-02-01 2023-01-01 1996-11-01
213,300 205,038.37 75.530 8.00 360 311 1992-11-01 2022-10-01 1996-10-01
372,000 356,980.20 69.450 8.00 360 311 1992-11-01 2022-10-01 1996-10-01
247,500 227,603.69 79.500 7.75 240 200 1993-08-01 2013-07-01 1996-11-01
310,000 298,201.74 72.870 8.13 360 311 1992-11-01 2022-10-01 1996-10-01
180,000 168,378.34 70.340 7.00 360 295 1991-07-01 2021-06-01 1996-10-01
219,600 196,709.65 66.260 7.50 240 206 1994-02-01 2014-01-01 1996-11-01
252,800 231,123.10 73.340 7.88 360 311 1992-11-01 2022-10-01 1996-10-01
230,000 221,018.46 76.360 8.25 360 310 1992-10-01 2022-09-01 1996-10-01
58,050 55,940.29 83.020 8.50 360 310 1992-10-01 2022-09-01 1996-10-01
255,000 244,896.14 75.730 7.88 360 311 1992-11-01 2022-10-01 1996-10-01
227,000 215,903.52 73.820 8.50 360 307 1992-07-01 2022-06-01 1996-10-01
236,250 218,549.21 82.680 8.13 360 273 1989-09-01 2019-08-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073843629 GEORGE THOMAS GAMBLI 10500 WHITE STONE ROAD RALEIGH NC 27615 Single Fam Primary H Purchase
0073844699 EDWARD J MILLER 8926 MT PATAPSCO COURT ELLICOTT CI MD 21042 Single Fam Primary H Purchase
0073845135 JAMES E HENRY 8403 TOLL HOUSE RD ANNANDALE VA 22003 Single Fam Primary H Purchase
0073845368 WAYNE SINCLAIR 3510 WHITEHAVEN PARKWAY WASHINGTON DC 20007 Single Fam Primary H Purchase
0073845478 GARY L STIDMON 1820 PEACHTREE LANE BOWIE MD 20721 Single Fam Primary H Refinanc
0073845656 WILLIAM H ROCHE 2001 NORTH NELSON STREE ARLINGTON VA 22207 Single Fam Primary H Refinanc
0073846095 GEORGE MCCLANE 4476 BRIGHTON AVENUE SAN DIEGO CA-S 92107 Single Fam Primary H Purchase
0073846121 MARK I GRUHIN 6 MASTERS COURT POTOMAC MD 20854 Single Fam Primary H Refinanc
0073846163 J LEE KRANTZ 8415 ROCKY SPRINGS ROAD FREDERICK MD 21702 Single Fam Primary H Purchase
0073846202 CORWIN OSCAR JOHNSON 3509 BEVERLY DRIVE ANNANDALE VA 22003 Single Fam Primary H Refinanc
0073846422 ORLANDO M ALCARAZ 11301 VIA PLAYA DE CORT SAN DIEGO CA-S 92124 PUD Primary H Refinanc
0073846503 RONALD WAHLSTROM 404 BRIARWOOD DRIVE S SAN FRANC CA-N 94080 Single Fam Primary H Refinanc
0073847159 ERWIN J DORNSEIFER 4546 N. MALDEN CHICAGO IL 60640 Single Fam Primary H Refinanc
0073847272 JAMES L KOMIE 2241 CATHERINE STREET NORTHBROOK IL 60062 Single Fam Primary H Refinanc
0073847528 SHARON A MANN 646 SEVERN ROAD SEVERNA PAR MD 21146 PUD Primary H Purchase
0073848378 EDWARD M GRAHAM 6163 SEVENOAKS STREET CHINO HILLS CA-S 91709 Single Fam Primary H Cash Out
0073848462 PHILIP FORD 3339 GALLERY MEMPHIS TN 38125 PUD Primary H Refinanc
0073848666 KENT E PORTNEY 30 OAK CLIFF ROAD NEWTON MA 02160 Single Fam Primary H Refinanc
0073848828 JOHN A VENATOR 175 EAST DELAWARE 6203 CHICAGO IL 60611 Condo Primary H Refinanc
0073848873 LUIGI S GIRARDI 6612 MAUGH ROAD MCLEAN VA 22101 Single Fam Primary H Purchase
0073849115 ROBERT J ROWAN JR 2930 BELFORT DR GERMANTOWN TN 38138 Single Fam Primary H Refinanc
0073849157 RICHARD L LEWANDOWSK 8 CLASSIC DR TRUMBULL CT 06611 Single Fam Primary H Refinanc
0073849212 PHILIP F PRINCE, JR 1303 N. CROSS STREET WHEATON IL 60187 Single Fam Primary H Refinanc
0073849254 SALVATORE E ANELLO, 1098 MAGOTHY CIR ANNAPOLIS MD 21401 Single Fam Primary H Refinanc
0073849270 MICHAEL A DONNER 1203 ROWLAND DR HERNDON VA 22070 PUD Primary H Refinanc
0073849490 MARTIN W SPIEGLER 3185 WILLOW LANE FT. LAUDERD FL 33331 Single Fam Primary H Refinanc
0073849607 JOHN A BIRK 2906 KEY BOULEVARD ARLINGTON VA 22201 Single Fam Primary H Refinanc
0073849652 DONALD R LONGANO 5906 CRANSTON ROAD BETHESDA MD 20816 Single Fam Primary H Refinanc
0073849762 WILLIAM R ABT 110 KELVDON DR KERNERSVILL NC 27284 Single Fam Primary H Refinanc
0073850078 LOUIS J BASILE 732 OAK MILL COURT ADDISON IL 60101 PUD Primary H Refinanc
0073850256 TOBIN W ALT 2602 BERWICK WALK SNELLVILLE GA 30278 Single Fam Primary H Purchase
0073850557 LOH CHANG 908 MORTONSBERRY DRIVE NAPERVILLE IL 60540 Single Fam Primary H Refinanc
0073850861 WILLIAM J REYNOLDS 3 COURT OF CONNECTICUT LINCOLNSHIR IL 60069 PUD Primary H Refinanc
0073850913 DAVID M HILL 4613 ROXBURY DRIVE BETHESDA MD 20814 Single Fam Primary H Refinanc
0073851051 ROBERT P MILLER 425 GARRISON WAY GULPH MILLS PA 19428 Single Fam Primary H Purchase
0073851271 ANIL M SHARMA 8446 BUCKINGHAM COURT WILLOW SPRI IL 60480 Single Fam Primary H Refinanc
0073851792 REED ALAN BLACK 1707 HOWARD MANOR DRIVE VIENNA VA 22182 Single Fam Primary H Refinanc
0073852128 CLYDE B DENNIS 3290 LAKESIDE DRIVE COAL CITY IL 60416 Single Fam Primary H Purchase
0073852209 WILLIAM H RANDALL 5984 SOLEDAD MOUNTAIN R LA JOLLA CA-S 92037 Single Fam Primary H Refinanc
0073853046 MICHAEL G BURKE 10899 BEECH CREEK DR COLUMBIA MD 21044 PUD Primary H Purchase
0073853664 STEVE D MEISNER 12142 BALLANTINE LOS ALANITO CA-S 90720 Single Fam Primary H Refinanc
0073853761 ANNE-MARIE CARROLL-M 156 TENNESSEE AVENUE NO WASHINGTON DC 20002 Single Fam Primary H Refinanc
0073854359 SALLIE H FORMAN 3916 HIGHWOOD COURT NW WASHINGTON DC 20007 PUD Primary H Purchase
0073854427 PAUL J KINGSLEY 2051 CHEROKEE TUSTIN CA-S 92680 Single Fam Primary H Refinanc
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
300,000 275,872.24 82.440 8.38 360 312 1992-12-01 2022-11-01 1996-10-01
230,000 196,056.30 60.530 8.13 360 304 1992-04-01 2022-03-01 1996-10-01
252,000 242,603.84 77.150 8.50 360 309 1992-09-01 2022-08-01 1996-11-01
300,000 283,995.15 74.950 6.88 360 322 1993-10-01 2023-09-01 1996-10-01
207,800 193,243.86 73.100 7.25 240 206 1994-02-01 2014-01-01 1996-11-01
268,000 258,982.98 77.440 8.50 360 313 1993-01-01 2022-12-01 1996-10-01
285,300 275,285.38 86.200 7.38 360 320 1993-08-01 2023-07-01 1996-10-01
225,000 217,107.68 39.330 8.00 360 314 1993-02-01 2023-01-01 1996-10-01
277,200 266,027.27 86.640 7.88 360 313 1993-01-01 2022-12-01 1996-10-01
282,000 272,956.38 80.430 7.63 360 321 1993-09-01 2023-08-01 1996-10-01
233,500 219,607.46 75.450 7.50 360 326 1994-02-01 2024-01-01 1996-10-01
215,000 206,774.95 73.470 8.00 360 312 1992-12-01 2022-11-01 1996-10-01
238,100 231,011.34 57.860 8.00 360 321 1993-09-01 2023-08-01 1996-10-01
216,000 199,060.03 76.940 7.63 240 201 1993-09-01 2013-08-01 1996-11-01
700,000 658,397.82 59.990 8.13 360 283 1990-07-01 2020-06-01 1996-10-01
225,000 209,571.55 67.110 8.13 360 281 1990-05-01 2020-04-01 1996-10-01
216,000 207,750.73 77.090 8.00 360 312 1992-12-01 2022-11-01 1996-10-01
261,600 251,680.82 77.110 8.38 360 309 1992-09-01 2022-08-01 1996-10-01
273,000 260,659.94 71.560 7.75 360 312 1992-12-01 2022-11-01 1996-10-01
350,000 343,422.08 68.790 8.25 360 335 1994-11-01 2024-10-01 1996-10-01
224,400 205,839.11 73.750 8.13 360 313 1993-01-01 2022-12-01 1996-11-01
269,000 257,836.97 58.440 8.38 360 305 1992-05-01 2022-04-01 1996-10-01
235,800 224,443.04 74.960 8.50 360 311 1992-11-01 2022-10-01 1996-11-01
214,000 207,066.61 44.610 8.00 360 318 1993-06-01 2023-05-01 1996-10-01
247,500 237,223.63 74.280 7.88 360 310 1992-10-01 2022-09-01 1996-10-01
600,000 577,262.81 62.860 8.25 360 310 1992-10-01 2022-09-01 1996-10-01
250,000 239,603.30 68.200 8.50 360 304 1992-04-01 2022-03-01 1996-10-01
259,000 240,407.92 64.770 7.38 240 205 1994-01-01 2013-12-01 1996-10-01
225,550 217,393.58 76.750 8.38 360 311 1992-11-01 2022-10-01 1996-10-01
273,000 251,729.70 72.180 7.75 360 313 1993-01-01 2022-12-01 1996-10-01
234,500 226,425.32 82.480 8.38 360 313 1993-01-01 2022-12-01 1996-10-01
210,000 186,072.98 61.410 7.75 240 198 1993-06-01 2013-05-01 1996-10-01
287,250 275,645.11 72.120 7.50 360 313 1993-01-01 2022-12-01 1996-10-01
235,000 226,719.03 64.340 8.25 360 313 1993-01-01 2022-12-01 1996-10-01
225,000 217,618.15 87.200 8.50 360 314 1993-02-01 2023-01-01 1996-10-01
249,000 235,041.27 72.350 7.88 360 318 1993-06-01 2023-05-01 1996-10-01
315,000 302,217.99 50.980 7.63 360 312 1992-12-01 2022-11-01 1996-10-01
270,000 260,236.22 86.900 8.38 360 311 1992-11-01 2022-10-01 1996-10-01
250,000 240,330.11 70.820 7.88 360 312 1992-12-01 2022-11-01 1996-10-01
230,850 222,094.62 86.740 8.50 360 308 1992-08-01 2022-07-01 1996-10-01
252,000 238,595.43 73.000 7.25 360 327 1994-03-01 2024-02-01 1996-10-01
261,500 248,335.74 74.290 7.50 360 321 1993-09-01 2023-08-01 1996-10-01
400,000 386,114.09 75.860 7.63 360 318 1993-06-01 2023-05-01 1996-10-01
226,000 215,167.10 67.390 8.50 360 279 1990-03-01 2020-02-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073854595 DAVID D WYNNE 116 JOYCE PLACE PARK RIDGE IL 60068 Single Fam Primary H Refinanc
0073854731 ANTHONY HERNANDEZ 5 FOX RUN DRIVE EASTON CT 06612 Single Fam Primary H Purchase
0073855361 ELIZABETH MANDEL 36 AGNON AVE. SAN FRANCIS CA-N 94112 Single Fam Primary H Purchase
0073855691 ROBERT D MAZZONE 882 SOUTH BROCKWAY PALATINE IL 60067 Single Fam Primary H Refinanc
0073855756 GARY C WHITEHILL 815 EDINBURGH ST SAN MATEO, CA-N 94402 Single Fam Primary H Refinanc
0073855963 HAROLD G HOWARD 448 DALEHURST AVENUE LOS ANGELES CA-S 90024 Single Fam Primary H Cash Out
0073856182 CARLOS GUEDES 8016 HORSESHOE LANE POTOMAC MD 20854 Single Fam Primary H Refinanc
0073856221 KATHLEEN H FALLON 3110 LONG LAKE ROAD WEST BLOOMF MI 48323 Single Fam Primary H Refinanc
0073856807 ALLEN W ROBERTS 43490 VISTA DEL MAR FREMONT CA-N 94539 Single Fam Primary H Refinanc
0073856878 ELIZABETH T SPAYD 2148 NW NEWPORT PLACE WASHINGTON DC 20037 Townhouse Primary H Refinanc
0073857220 NORGE W JEROME 819 S ADAMS STREET ARLINGTON, VA 22204 Single Fam Primary H Purchase
0073857822 JAMES D ZALUD 8205 PINE BLUFF COURT DARIEN IL 60561 PUD Primary H Refinanc
0073857880 JEROME L SAVAGE SR 1101 COMMINGS AVENUE BALTIMORE MD 21228 Single Fam Primary H Purchase
0073858151 STEVEN NOVOM 4567 TOTANA DRIVE TARZANA CA-S 91356 Single Fam Primary H Refinanc
0073859286 GARY M LINDGREN 370 ROCKEDGE DRIVE AGOURA CA-S 91301 Single Fam Primary H Refinanc
0073859299 BETH A FOWLER 2354 MCKENZIE ROAD ELLICOTT CI MD 21042 Single Fam Primary H Purchase
0073859613 ROBERT N BUCARO 961 DORAL DRIVE BARTLETT IL 60103 Single Fam Primary H Refinanc
0073860291 JOSEPH H THOMAS III 4308 MARQUIS PLACE WOODBRIDGE VA 22192 PUD Primary H Refinanc
0073860314 BARNEY W DWYER 4462 FREEMAN ROAD MARIETTA GA 30062 PUD Primary H Purchase
0073860741 CLARENCE I NICHOLSON 2350 JEFFREY RD CAMARILLO CA-S 93012 Single Fam Primary H Refinanc
0073860877 LOUIS E LAUBSCHER 40 INTERLAKEN ROAD ORLANDO FL 32804 Single Fam Primary H Refinanc
0073861229 THOMAS J SULLIVAN 7396 CLIFTON ROAD CLIFTON VA 22024 Single Fam Primary H Refinanc
0073861423 KEVIN D TEMPLE 24842 SKYLAND ROAD LOS GATOS CA-N 95030 Single Fam Primary H Purchase
0073861740 CRAIG T ROE 3711 ASHLEY OWINGS MILL MD 21117 Single Fam Primary H Refinanc
0073861889 REX C CARPENTER 6505 FIRE CLOUD COURT COLUMBIA MD 21045 Single Fam Primary H Refinanc
0073862024 BARTHOLOMEW O BEIRNE 435 CANTON AVENUE MILTON MA 02186 Single Fam Primary H Refinanc
0073862037 ROBERT D POLSKY 371 MOUNTAIN LAKE C INCLINE VIL NV 89450 Single Fam Second Ho Refinanc
0073862273 JOHN JOSEPH REILLY, 21410 BLUNT ROAD GERMANTOWN MD 20876 Single Fam Primary H Refinanc
0073862435 JAMES R CANSLER 7925 COLONIAL COURT PLEASANTON CA-N 94588 PUD Primary H Refinanc
0073862804 DORSEY E ROWE 2372 NORTH QUINCY STREE ARLINGTON VA 22207 Single Fam Primary H Refinanc
0073863052 EDWARD W SCHAAD 1053 MIDDLEBURY RD MIDDLEBURY CT 06762 Single Fam Primary H Purchase
0073863272 ROBERT T SCHWEIZER 86 WOODFORD HILLS DRIVE AVON CT 06001 Single Fam Primary H Refinanc
0073863447 ROBERT W SMITH JR 789 NOTCHBROOK DRIVE DELAWARE OH 43015 Single Fam Primary H Refinanc
0073863641 ROBERT B AZIMI 29432 VIA SAN SEBASTAIN LAGUNA NIGU CA-S 92677 Single Fam Primary H Purchase
0073864019 DEBORAH SEALS 1137 N CHRISTIANA CHICAGO IL 60651 2 Family Primary H Purchase
0073864611 JAMES P STABLES 12704 LAMP POST LANE POTOMAC MD 20854 Single Fam Primary H Purchase
0073864666 PATRICK R SPEEG 1923 W. TEDMAR AVENU ANAHEIM CA-S 92804 Single Fam Primary H Refinanc
0073864857 DONALD J BLOOM 11744 STUART MILL ROAD OAKTON VA 22124 Single Fam Primary H Refinanc
0073864860 ERNEST H GELMAN 62 E MIDDLE PATENT RD BEDFORD NY 10506 Single Fam Primary H Refinanc
0073864873 ALEXANDER O DUBROW 2175 DEER HOLLOW DRIVE LONGWOOD FL 32779 Single Fam Primary H Refinanc
0073864925 ANTHONY PERONI 23 GLENWOOD ROAD WESTON CT 06883 Single Fam Primary H Refinanc
0073865021 DEBORAH K SEYDEL 4357 BLACKLICK EASTERN BALTIMORE OH 43105 Single Fam Primary H Purchase
0073865322 BEVERLY MEHL 28 PINE STREET WOODMERE NY 11598 Single Fam Primary H Refinanc
0073865380 RAYMOND P VALENCIA 18825 TETON CIRCLE FOUNTAIN VA CA-S 92708 Single Fam Primary H Refinanc
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
214,000 199,895.96 61.800 7.50 240 208 1994-04-01 2014-03-01 1996-10-01
307,000 279,958.77 46.910 8.13 360 313 1993-01-01 2022-12-01 1996-10-01
234,000 218,735.51 73.070 8.25 360 286 1990-10-01 2020-09-01 1996-10-01
229,500 210,978.78 66.260 7.63 240 200 1993-08-01 2013-07-01 1996-10-01
215,000 173,290.80 44.650 7.75 360 259 1988-07-01 2018-06-01 1996-10-01
350,000 328,443.78 26.870 8.13 360 319 1993-07-01 2023-06-01 1996-10-01
422,250 399,848.58 71.170 8.50 360 303 1992-03-01 2022-02-01 1996-10-01
210,500 202,720.71 75.220 8.13 360 312 1992-12-01 2022-11-01 1996-10-01
250,000 239,410.20 38.690 8.50 360 303 1992-03-01 2022-02-01 1996-10-01
230,000 221,118.94 82.980 7.75 360 313 1993-01-01 2022-12-01 1996-10-01
224,900 205,140.76 79.430 8.13 360 261 1988-09-01 2018-08-01 1996-10-01
250,000 241,747.73 59.800 7.75 360 319 1993-07-01 2023-06-01 1996-10-01
68,500 64,735.42 70.140 7.50 360 301 1992-01-01 2021-12-01 1996-10-01
360,000 348,252.11 64.550 7.88 360 319 1993-07-01 2023-06-01 1996-11-01
265,000 256,213.89 70.330 7.88 360 318 1993-06-01 2023-05-01 1996-10-01
216,400 208,023.91 86.670 7.38 360 321 1993-09-01 2023-08-01 1996-11-01
275,000 263,888.00 73.480 7.88 360 320 1993-08-01 2023-07-01 1996-10-01
239,000 230,148.28 82.340 8.38 360 310 1992-10-01 2022-09-01 1996-11-01
237,750 228,978.51 86.410 8.00 360 313 1993-01-01 2022-12-01 1996-10-01
384,000 364,772.52 70.900 8.13 360 312 1992-12-01 2022-11-01 1996-10-01
211,000 203,734.66 71.610 8.38 360 313 1993-01-01 2022-12-01 1996-10-01
402,000 384,150.78 73.320 8.00 360 305 1992-05-01 2022-04-01 1996-10-01
488,800 471,145.97 77.250 8.25 360 312 1992-12-01 2022-11-01 1996-10-01
291,000 261,309.71 75.050 7.88 240 201 1993-09-01 2013-08-01 1996-11-01
216,500 198,080.27 72.400 7.13 240 200 1993-08-01 2013-07-01 1996-11-01
211,900 207,473.37 74.210 8.25 360 334 1994-10-01 2024-09-01 1996-10-01
298,000 287,954.68 62.710 8.50 360 313 1993-01-01 2022-12-01 1996-10-01
230,000 210,886.79 61.970 7.88 240 198 1993-06-01 2013-05-01 1996-10-01
496,000 477,221.39 75.890 8.13 360 311 1992-11-01 2022-10-01 1996-10-01
285,000 273,675.95 72.160 7.88 360 311 1992-11-01 2022-10-01 1996-10-01
123,700 116,072.23 70.500 7.75 360 305 1992-05-01 2022-04-01 1996-10-01
400,000 352,538.78 60.420 7.88 240 200 1993-08-01 2013-07-01 1996-11-01
217,000 200,577.28 57.510 7.25 240 206 1994-02-01 2014-01-01 1996-10-01
215,500 200,357.06 77.230 8.50 360 283 1990-07-01 2020-06-01 1996-10-01
76,410 74,363.01 87.660 7.00 360 330 1994-06-01 2024-05-01 1996-10-01
255,200 239,317.12 73.860 7.88 360 314 1993-02-01 2023-01-01 1996-10-01
146,700 139,895.62 70.090 7.50 360 313 1993-01-01 2022-12-01 1996-10-01
217,000 210,726.74 75.390 8.00 360 322 1993-10-01 2023-09-01 1996-10-01
400,000 383,401.23 43.910 7.75 360 310 1992-10-01 2022-09-01 1996-10-01
295,000 283,378.63 71.990 8.50 360 313 1993-01-01 2022-12-01 1996-10-01
240,000 217,755.47 42.940 7.75 240 202 1993-10-01 2013-09-01 1996-10-01
229,500 222,302.63 86.660 7.88 360 320 1993-08-01 2023-07-01 1996-10-01
360,000 344,123.99 76.610 8.13 360 315 1993-03-01 2023-02-01 1996-10-01
290,900 278,924.37 79.850 8.13 360 313 1993-01-01 2022-12-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073865717 STEPHEN N ANTONIADES 713 HOLLOW ROAD ELLICOTT CI MD 21043 Single Fam Primary H Purchase
0073865869 BECKY S SMART 222 WISNER STREET PARK RIDGE IL 60068 Single Fam Primary H Refinanc
0073866017 FRANC RJ DEWEEGER 38727 BREAKER RCH THE SEA RAN CA-N 95497 Single Fam Primary H Refinanc
0073866198 DICKRAN H DARDARIAN 18144 MARILLA STREET NORTHRIDGE CA-S 91325 Single Fam Primary H Refinanc
0073866321 EUGENE S WILLARD 5 WAR ADMIRAL COURT NORTH POTOM MD 20878 PUD Primary H Refinanc
0073866509 JAMES E HUSTON 565 DUTTON RD SUDBURY MA 01776 Single Fam Primary H Refinanc
0073866567 JERRY P COLLIER 10165 TWINGATE DR ALPHARETTA GA 30202 Single Fam Primary H Refinanc
0073866583 HUGH A ABRAMS 972 ASH STREET WINNETKA IL 60093 Single Fam Primary H Refinanc
0073866787 LOIS A ZAMBO 8115 CRESTRIDGE ROAD FAIRFAX VA 22039 Single Fam Primary H Refinanc
0073866839 CYNTHIA J HALLBERLIN 7113 POPLAR AVENUE TAKOMA PARK MD 20912 Single Fam Primary H Refinanc
0073867414 HENRY R NAU 7409 RIVER FALLS DRIVE POTOMAC MD 20854 Single Fam Primary H Refinanc
0073867537 DUANE L LAWSON 20051 COLGATE CIRCLE HUNTINGTON CA-S 92646 Single Fam Primary H Purchase
0073867595 MICHAEL L SALYARDS 13597 BARE ISLAND DRIVE CHANTILLY VA 22021 PUD Primary H Purchase
0073867621 CLEMENT T MEEHAN 2101 N RANDOLPH ST ARLINGTON VA 22207 Single Fam Primary H Purchase
0073867731 PAUL BYLIS 4229 BUCKSKIN WOOD DRIV ELLICOTT CI MD 21042 Single Fam Primary H Refinanc
0073867883 DAVID R CANNING 17900 SW 77TH AVENUE MIAMI FL 33157 Single Fam Primary H Refinanc
0073867906 FRANK A KAMAN 1855 HAMPTON COURSE ST. CHARLES IL 60174 Single Fam Primary H Refinanc
0073868086 BARRY R STRUTT 37 REYNAL ROAD WHITE PLAIN NY 10605 Single Fam Primary H Refinanc
0073868099 JERRY D ROBINSON 12620 LAKE NORMANDY LAN FAIRFAX VA 22030 Single Fam Primary H Refinanc
0073868361 JONAS B RUE 138 N 16TH STREET BLOOMFIELD NJ 07003 Single Fam Primary H Purchase
0073868507 DAVID W RIGBY 31 NEAPOLITAN LANE EAST LONG BEACH CA-S 90803 Single Fam Primary H Refinanc
0073868604 DAVID E RECORD, JR 1807 BALDWIN FARMS DRIV MARIETTA GA 30068 PUD Primary H Refinanc
0073868934 MICHAEL A ROSENBERG 103 ROLLING WOOD ROAD STAMFORD CT 06903 Single Fam Primary H Purchase
0073869205 NANCY FEWELL 9 ROLLING LANE WAYLAND MA 01778 Single Fam Primary H Purchase
0073869276 ALEXANDER J GATZIOLI 1366 ASHLEY LANE ADDISON IL 60101 Single Fam Primary H Refinanc
0073869302 CHARLES A GANGITANO 322 SIXTH STREET HUNTINGTON CA-S 92648 Single Fam Primary H Refinanc
0073869425 JOHN R CONNELL 11832 BRIGHT PASSAGE COLUMBIA MD 21044 Single Fam Primary H Refinanc
0073869438 JANUSZ KRYSINSKI 729 BECKER ROAD GLENVIEW IL 60025 Single Fam Primary H Purchase
0073869454 WALLACE J TRUSS 474 HOGBACK ROAD HARTLAND CT 06027 Single Fam Primary H Refinanc
0073870032 M FEROZ KHAN 3849 SHEFFIELD CIR DANVILLE CA-N 94506 Single Fam Primary H Purchase
0073870618 EDWARD BOWLES 3142 CARNEGIE PLACE SAN DIEGO CA-S 92122 Single Fam Primary H Purchase
0073870744 JOHN MIRKOVICH 405 E PHILIP AVENUE ELMWOOD PAR NJ 07407 Single Fam Primary H Purchase
0073870760 THOMAS G MUELLER 1226 MONTEGO COURT ELK GROVE IL 60007 Single Fam Primary H Refinanc
0073871170 E STUART TUTHILL 1 HIGH ROAD NEWBURY MA 01950 Single Fam Primary H Refinanc
0073871329 GREGORY R BARR 4149 NORTH YALE AVENUE ARLINGTON H IL 60004 Single Fam Primary H Refinanc
0073872182 WILLIAM P BOURKE 2350 WEST WESLEY RD ATLANTA GA 30327 Single Fam Primary H Refinanc
0073872357 CHRISTINO DUMLAO JR 5152 INDEPENDENCE DRIVE PLEASANTON CA-N 94566 Single Fam Primary H Cash Out
0073872519 KEITH R MILLER 2904 EXCELSIOR SPRINGS CT ELLICOTT CI MD 21042 Single Fam Primary H Purchase
0073873903 PAUL J KIM 14211 ROCK CANYON DR CENTREVILLE VA 22020 Single Fam Primary H Refinanc
0073874290 LINDA C CLARK 400 SADDLEWORTH PLACE HEATHROW FL 32746 Single Fam Primary H Refinanc
0073874672 EDWIN D DEAN, III 1328 BAY HEAD ROAD ANNAPOLIS MD 21401 Single Fam Primary H Purchase
0073874892 JOHN W SAVAGE 109 WHITHERSPOON ROAD BALTIMORE MD 21212 Single Fam Primary H Refinanc
0073875176 STEPHEN M SOHINKI 2633 BLACK FIR COURT RESTON VA 22091 Single Fam Primary H Refinanc
0073875354 KENNETH W HONEYCUTT 1910 MULSANNE DRIVE ZIONSVILLE IN 46077 PUD Primary H Purchase
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
210,000 200,826.73 85.620 8.50 360 303 1992-03-01 2022-02-01 1996-10-01
211,000 203,215.84 75.970 8.00 360 313 1993-01-01 2022-12-01 1996-11-01
320,000 303,716.41 73.330 8.38 360 313 1993-01-01 2022-12-01 1996-10-01
219,800 213,220.01 69.290 8.13 360 320 1993-08-01 2023-07-01 1996-11-01
239,700 218,166.14 75.210 8.38 240 193 1993-01-01 2012-12-01 1996-10-01
208,650 196,195.53 61.310 8.50 360 304 1992-04-01 2022-03-01 1996-10-01
231,000 208,613.11 71.940 7.88 240 192 1992-12-01 2012-11-01 1996-10-01
220,000 212,234.98 72.070 8.38 360 312 1992-12-01 2022-11-01 1996-10-01
390,000 349,054.44 54.620 7.88 360 313 1993-01-01 2022-12-01 1996-11-01
201,000 190,145.91 68.060 7.63 360 304 1992-04-01 2022-03-01 1996-10-01
350,000 336,151.39 63.550 7.75 360 312 1992-12-01 2022-11-01 1996-10-01
298,500 279,179.95 69.950 8.25 360 283 1990-07-01 2020-06-01 1996-10-01
250,000 235,603.08 67.690 7.50 360 312 1992-12-01 2022-11-01 1996-10-01
312,000 298,445.55 74.750 8.38 360 303 1992-03-01 2022-02-01 1996-10-01
383,000 352,193.02 60.070 7.00 240 204 1993-12-01 2013-11-01 1996-11-01
218,000 203,899.11 74.910 8.38 360 310 1992-10-01 2022-09-01 1996-10-01
305,000 274,184.58 45.940 7.88 240 193 1993-01-01 2012-12-01 1996-10-01
240,000 219,930.94 65.070 7.38 240 209 1994-05-01 2014-04-01 1996-10-01
299,500 288,659.27 77.110 8.50 360 310 1992-10-01 2022-09-01 1996-10-01
134,500 116,238.36 72.880 8.25 360 260 1988-08-01 2018-07-01 1996-10-01
395,900 363,460.47 73.000 8.25 360 312 1992-12-01 2022-11-01 1996-10-01
302,000 291,331.28 74.830 8.38 360 313 1993-01-01 2022-12-01 1996-10-01
254,000 243,228.02 76.390 8.38 360 304 1992-04-01 2022-03-01 1996-10-01
227,000 217,651.98 76.790 7.88 360 312 1992-12-01 2022-11-01 1996-10-01
251,000 226,618.52 71.660 8.25 240 192 1992-12-01 2012-11-01 1996-10-01
290,000 276,235.78 71.900 7.88 360 320 1993-08-01 2023-07-01 1996-10-01
216,000 209,381.38 73.340 8.00 360 320 1993-08-01 2023-07-01 1996-10-01
270,000 258,796.12 68.240 8.13 360 312 1992-12-01 2022-11-01 1996-11-01
222,000 216,811.72 85.100 8.38 360 333 1994-09-01 2024-08-01 1996-10-01
271,950 257,875.97 71.760 8.50 360 306 1992-06-01 2022-05-01 1996-10-01
213,750 201,941.92 85.010 8.50 360 302 1992-02-01 2022-01-01 1996-10-01
207,750 191,266.67 68.480 8.13 360 286 1990-10-01 2020-09-01 1996-10-01
237,000 216,773.82 77.800 7.88 240 197 1993-05-01 2013-04-01 1996-11-01
270,000 260,761.50 67.150 8.50 360 313 1993-01-01 2022-12-01 1996-10-01
220,000 212,737.86 77.500 7.75 360 319 1993-07-01 2023-06-01 1996-10-01
656,250 614,826.20 70.440 8.00 360 302 1992-02-01 2022-01-01 1996-10-01
345,800 334,188.93 62.930 8.38 360 314 1993-02-01 2023-01-01 1996-10-01
292,350 276,340.69 84.850 8.25 360 305 1992-05-01 2022-04-01 1996-11-01
240,000 226,601.36 75.690 8.38 360 311 1992-11-01 2022-10-01 1996-10-01
1,000,000 937,432.92 62.640 8.00 360 287 1990-11-01 2020-10-01 1996-10-01
233,900 226,039.28 85.460 7.50 360 320 1993-08-01 2023-07-01 1996-10-01
244,000 226,111.97 70.570 7.13 240 205 1994-01-01 2013-12-01 1996-10-01
224,000 205,162.13 65.250 7.50 240 199 1993-07-01 2013-06-01 1996-10-01
292,000 277,302.08 75.100 8.25 360 302 1992-02-01 2022-01-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073875817 TIMOTHY M ROWAN 8617 RESERVOIR RD FULTON MD 20759 Single Fam Primary H Purchase
0073875833 DALE W PHILLIPS 1920 KIMBERLY COURT DARIEN IL 60561 Single Fam Primary H Refinanc
0073875875 MICHAEL J SORBO 3 SALVATORE COURT EAST HAVEN CT 06512 Single Fam Primary H Refinanc
0073875998 FRANK R TALBOT III 6305 LEE FOREST PATH CENTERVILLE VA 22020 PUD Primary H Refinanc
0073876434 MICHAEL MOON-TONG HO 20283 SEAGULL WAY SARATOGA CA-N 95070 Single Fam Primary H Purchase
0073876447 ARTHUR J CULBERT 1631 CANTON AVENUE MILTON MA 02186 Single Fam Primary H Refinanc
0073876557 W MICHAEL BRAY 10768 KINGFISHER CREEK EL CAJON CA-S 09202 Single Fam Primary H Refinanc
0073876913 EDWARD M BERTHA, JR 6743 ASHLEY CT SARASOTA FL 34241 Single Fam Primary H Refinanc
0073877093 PHILIP J ROTH 14728 WHITE LANE COURT CHESTERFIEL MO 63017 Single Fam Primary H Purchase
0073877239 JOSE MANUEL CARLOTA 7204 SUGAR MAPLE COURT ROCKVILLE MD 20855 Single Fam Primary H Refinanc
0073877873 JOHN F SUDOL 3508 PLEASANT PLAINS REISTERSTOW MD 21136 Single Fam Investmen Purchase
0073878270 HOA NGUYEN 647 BUCHER AVENUE SANTA CLARA CA-N 95051 Single Fam Primary H Refinanc
0073878429 TERENCE BROWN 4260 DOGWOOD AVENUE SEAL BEACH CA-S 90740 Single Fam Primary H Refinanc
0073878665 KENNETH W PAIGE 1720 WINDJAMMER COURT LODI CA-N 95242 PUD Primary H Refinanc
0073878869 MATTHEW K HUDES 16631 MADRONE AVENUE LOS GATOS CA-N 95030 Single Fam Primary H Refinanc
0073878940 HOWARD M WALDMAN 11 PHILLIPS AVENUE SWAMPSCOTT MA 01907 Single Fam Primary H Purchase
0073879004 GLENN C GLATFELTER 17 BOGAN AVE LANCASTER MA 01523 Single Fam Primary H Purchase
0073879088 WILLIAM FINISTER 21600 STABLE VIEW DRIVE GAITHERSBUR MD 20882 Single Fam Primary H Refinanc
0073879127 WILLIAM J GREIM 3120 KINGSHOUSE COMMONS ALPHARETTA GA 30202 Single Fam Primary H Refinanc
0073879240 WILLIAM PSOMAS 1839 E ANCHOR DR GILBERT AZ 85234 Single Fam Investmen Purchase
0073879431 EDWARD A KALISH 5760 SW 116TH STREET MIAMI FL 33156 Single Fam Primary H Refinanc
0073879680 RICHARD F TIMMONS 510 DEVON DRIVE BURR RIDGE IL 60521 Single Fam Primary H Refinanc
0073879839 ANTHONY J AGLIARDI 3742 WOODRIDGE PLACE PALM HARBOR FL 34684 PUD Primary H Refinanc
0073879897 THOMAS W MCKILLIP 2906 SARASOTA COURT ELLICOTT CI MD 21042 Single Fam Primary H Purchase
0073880721 KAREN H BROWN 1445 MCLEAN MEWS COURT MCLEAN VA 22101 PUD Primary H Refinanc
0073880776 KEITH R JONES 710 STEEPLECHASE ROAD ST. CHARLES IL 60174 Single Fam Primary H Refinanc
0073880815 ALAN BERK TWIN LAKES ROAD SOUTH SALEM NY 10590 Single Fam Second Ho Refinanc
0073881076 LYNN GLICKMAN 750 18TH AVE MENLO PARK CA-N 94025 Single Fam Primary H Refinanc
0073881102 RICHARD GROSS 3285 BECK ROAD LOMPOC CA-S 93436 PUD Primary H Purchase
0073881144 JEROME LIPINSKI 2714 TICHFIELD TERRACE JOHNSBURG IL 60050 Single Fam Primary H Refinanc
0073881827 E ODGERS OLSEN 3363 HARNESS CREEK ROAD ANNAPOLIS MD 21403 Single Fam Primary H Refinanc
0073881953 FREDERICK S SIEGEL 12911 OAK LAWN PLACE HERNDON VA 22071 PUD Primary H Purchase
0073882156 WILLIAM W PALMER, II 3127 N. THOMAS STREE ARLINGTON VA 22207 Single Fam Primary H Refinanc
0073882460 MARK M SKLAR 8101 FALSTAFF RD MCLEAN VA 22102 Single Fam Primary H Refinanc
0073882596 ROBERT E BISHOP 10725 BEAVER POND LANE RALEIGH NC 27614 Single Fam Primary H Refinanc
0073882745 JAMES R MILTEN 2134 SCOTCH PINE LANE NORTHBROOK IL 60062 Single Fam Primary H Refinanc
0073883294 RICHARD B BENEFIELD 100 FERRERA DRIVE FOLSOM CA-N 95630 Single Fam Primary H Refinanc
0073883537 KARL W LADY 4501 CARLBY LANE ALEXANDRIA VA 22309 Condo Primary H Refinanc
0073883566 LASCELLES SAMUELS 12534 MONTEREY CIRCLE FT WASHINGT MD 20744 Single Fam Primary H Purchase
0073883773 WILLIAM D SCHUTT 4866 OAKCREST DRIVE FAIRFAX VA 22030 Single Fam Primary H Purchase
0073884109 JERRY W MCNEIL 31 W 727 PERCHERON LANE WAYNE IL 60184 PUD Primary H Refinanc
0073884222 JAMES S GOODE 4830 WOODVALE DRIVE NOR ATLANTA GA 30327 Single Fam Primary H Refinanc
0073884361 JOHN A SOBOLEWSKI 13731 MAYFLOWER LANE ORLAND PARK IL 60462 PUD Primary H Purchase
0073884507 BRIAN C RUGG 48 SUFFOLK ROAD WELLESLEY MA 02181 Single Fam Primary H Purchase
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
400,000 371,251.41 56.390 7.63 360 301 1992-01-01 2021-12-01 1996-10-01
220,000 207,379.60 53.290 7.75 360 302 1992-02-01 2022-01-01 1996-10-01
165,000 153,932.61 72.890 8.13 360 310 1992-10-01 2022-09-01 1996-10-01
228,000 218,957.29 69.640 8.00 360 310 1992-10-01 2022-09-01 1996-10-01
300,000 278,738.21 73.150 8.25 360 274 1989-10-01 2019-09-01 1996-10-01
237,000 223,424.32 63.430 8.50 360 311 1992-11-01 2022-10-01 1996-10-01
295,000 283,139.24 70.930 7.50 360 318 1993-06-01 2023-05-01 1996-10-01
315,000 291,466.30 57.360 8.25 360 314 1993-02-01 2023-01-01 1996-10-01
316,000 304,587.08 75.530 8.25 360 312 1992-12-01 2022-11-01 1996-10-01
208,800 194,173.60 74.760 7.25 240 206 1994-02-01 2014-01-01 1996-10-01
37,500 15,081.71 28.160 8.50 360 115 1976-07-01 2006-06-01 1996-11-01
234,000 210,287.23 81.300 8.25 240 192 1992-12-01 2012-11-01 1996-10-01
316,000 304,133.89 77.140 8.38 360 314 1993-02-01 2023-01-01 1996-10-01
229,000 218,557.86 58.400 8.00 360 321 1993-09-01 2023-08-01 1996-10-01
500,000 480,216.05 59.180 7.75 360 312 1992-12-01 2022-11-01 1996-10-01
340,000 311,310.79 73.260 8.00 240 197 1993-05-01 2013-04-01 1996-10-01
88,200 78,347.06 78.500 6.38 360 249 1987-09-01 2017-08-01 1996-11-01
270,000 259,778.07 67.600 8.13 360 311 1992-11-01 2022-10-01 1996-10-01
212,000 204,085.19 83.120 8.13 360 313 1993-01-01 2022-12-01 1996-10-01
68,000 61,399.64 70.440 7.50 360 270 1989-06-01 2019-05-01 1996-10-01
385,000 368,316.83 70.290 8.38 360 303 1992-03-01 2022-02-01 1996-10-01
325,000 294,364.94 55.680 8.38 240 191 1992-11-01 2012-10-01 1996-10-01
222,000 214,530.66 77.300 8.50 360 313 1993-01-01 2022-12-01 1996-10-01
224,000 201,425.58 72.060 8.00 240 190 1992-10-01 2012-09-01 1996-11-01
255,000 234,373.28 58.870 8.13 240 198 1993-06-01 2013-05-01 1996-10-01
246,000 165,698.57 46.960 8.38 360 312 1992-12-01 2022-11-01 1996-10-01
285,000 274,209.80 57.230 8.13 360 311 1992-11-01 2022-10-01 1996-10-01
234,400 223,911.67 76.580 8.25 360 313 1993-01-01 2022-12-01 1996-10-01
228,000 219,927.64 77.240 7.50 360 322 1993-10-01 2023-09-01 1996-11-01
225,000 156,893.59 50.120 8.50 360 305 1992-05-01 2022-04-01 1996-10-01
685,000 662,904.36 63.250 7.88 360 319 1993-07-01 2023-06-01 1996-10-01
250,000 239,867.70 67.700 7.75 360 311 1992-11-01 2022-10-01 1996-10-01
258,300 250,022.70 83.500 7.63 360 321 1993-09-01 2023-08-01 1996-10-01
300,000 290,280.71 80.630 8.00 360 318 1993-06-01 2023-05-01 1996-12-01
258,000 248,007.13 67.070 8.00 360 311 1992-11-01 2022-10-01 1996-10-01
350,000 339,471.26 52.320 8.25 360 319 1993-07-01 2023-06-01 1996-10-01
153,600 145,285.69 75.810 8.50 360 305 1992-05-01 2022-04-01 1996-10-01
345,000 312,591.26 28.540 8.13 360 309 1992-09-01 2022-08-01 1996-10-01
260,000 242,050.02 58.460 8.13 360 297 1991-09-01 2021-08-01 1996-10-01
260,000 249,712.42 68.740 7.75 360 312 1992-12-01 2022-11-01 1996-10-01
266,800 245,553.58 64.590 7.75 240 200 1993-08-01 2013-07-01 1996-10-01
287,000 276,634.09 76.980 8.25 360 312 1992-12-01 2022-11-01 1996-10-01
225,500 206,599.54 71.430 8.38 360 315 1993-03-01 2023-02-01 1996-10-01
300,000 286,705.81 71.280 8.25 360 303 1992-03-01 2022-02-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073885263 BARBARA VALENTINO 3127 MORNING WAY LA JOLLA CA-S 92037 Condo Primary H Refinanc
0073885315 JOSEPH A BECKMAN 242 VILLAGE HILL RD WILLINGTON CT 06279 Single Fam Primary H Refinanc
0073885535 FRANK PALUMBO 24104 ARROWHEAD NORTH BARRI IL 60010 Single Fam Primary H Refinanc
0073885975 RUSS H REIFF 43 TOMAHAWK DRIVE SAN ANSELMO CA-N 94960 Single Fam Primary H Refinanc
0073886042 TERRELL RANKIN 8823 BLUFFDALE DR LOS ANGELES CA-S 91352 Single Fam Primary H Refinanc
0073886107 BOB V HOGUE 28754 MCABEE AVE MORENO VALL CA-S 92360 Single Fam Primary H Purchase
0073886534 FRANK D MCQUILKIN 6919 TOLLING BELLS COUR COLUMBIA MD 21044 Single Fam Primary H Refinanc
0073886628 RONALD J EBER 14009 TALL SHIPS DRIVE WEST FRIEND MD 21794 Single Fam Primary H Refinanc
0073886987 DAVID W COLLINS 2299 MANZANITA DRIVE OAKLAND CA-N 94611 Single Fam Primary H Refinanc
0073887342 P THOMAS CRAWFORD 29 HACIENDA DRIVE ARCADIA CA-S 91006 Single Fam Primary H Refinanc
0073888833 STEVEN J BRITZ 10549 PATUXENT RIDGE WA LAUREL MD 20723 Single Fam Primary H Refinanc
0073889010 ALLEN C BARRINGER 6127 FRANKLIN PARK ROAD MC LEAN VA 22101 Single Fam Primary H Refinanc
0073889379 WILLIAM T CLARK, JR 8399 SCARLET GLEN COURT MILLERSVILL MD 21108 Single Fam Primary H Purchase
0073889531 LEONEL VILLATORO 6070 FALCON AVENUE LONG BEACH CA-S 90805 Single Fam Primary H Purchase
0073889609 KATHLEEN G ANDREOLI 1212 N. LAKE SHORE D CHICAGO IL 60610 Condo Primary H Refinanc
0073889832 TERRY S ZACCONE 13046 ANZA DR SARATOGA CA-N 95070 Single Fam Primary H Refinanc
0073890122 MICHAEL NOLAND 698 CHIDESTER DRIVE GLEN ELLYN IL 60137 Single Fam Primary H Refinanc
0073890135 DANIEL E MOALLI 7 GREENHURST ROAD WEST HARTFO CT 06107 Single Fam Primary H Refinanc
0073890216 CHARLES E LOWE 707 E PALACE AVE-35 SANTA FE NM 87501 Condo Primary H Refinanc
0073890342 ERIC L LEVER 18356 SANTA STEPHANA CI FOUNTAIN VA CA-S 92708 PUD Primary H Purchase
0073890423 STEVEN E BRADSHAW 851 COACHWAY ANNAPOLIS MD 21401 PUD Primary H Refinanc
0073891037 DEREK G GILL 609 PEBBLE BEACH DRIVE SILVER SPRI MD 20904 PUD Primary H Refinanc
0073891095 PETER M ANTIGIOVANNI 70 SONGBIRD LANE FARMINGTON CT 06032 Condo Primary H Purchase
0073891202 DAVID L SCHREIBMAN 2 JENNER COURT OWINGS MILL MD 21117 Single Fam Primary H Purchase
0073891244 AILEEN BERRIOS 8951 BLACKHEATH CIRCLE WESTMINSTER CA-S 92683 Single Fam Primary H Purchase
0073891422 KOLALA R SRIDHAR 12 ROYAL OAKS DRIVE NORWICH CT 06360 Single Fam Primary H Refinanc
0073891749 BRYAN K WALLACE 957 UMPQUA COURT FREMONT CA-N 94539 Single Fam Primary H Purchase
0073891927 NEAL P SIMON 2998 CRAVEY DRIVE ATLANTA GA 30345 Single Fam Primary H Refinanc
0073892159 A G DIVERS 812 BAYSIDE DRIVE TAMPA FL 33609 Single Fam Primary H Cash Out
0073892191 THOMAS M KREIDLER 2704 FALLING TIMBER TRA EDGEWATER MD 21037 Single Fam Primary H Refinanc
0073892476 JOHN M SIMONELLI 71 DEPOT STREET EAST WINDSO CT 06016 Single Fam Primary H Refinanc
0073892858 KENNETH S MEYERS 10746 ESTHER AVENUE LOS ANGELES CA-S 90064 Single Fam Primary H Refinanc
0073892900 DENTON E CONNOR 208 GLEN EAGLE WAY VACAVILLE CA-N 95688 Single Fam Primary H Refinanc
0073892913 WILLIAM TERRY PICKRE 890 LANDMARK DRIVE, N E ATLANTA GA 30342 Single Fam Primary H Refinanc
0073892997 EDWARD E CLINE 28 GRAVESWOOD COURT BALTIMORE MD 21234 Single Fam Primary H Purchase
0073893556 JAMES M THOMPSON 14821 SPRING MEADOWS DR DARNESTOWN MD 20874 Single Fam Primary H Refinanc
0073893857 L E HEIZER 2130 LA AMATISTA RD DEL MAR CA-S 92014 Single Fam Primary H Refinanc
0073894018 PETER A RICHMOND 136 SYCAMORE AVENUE MILL VALLEY CA-N 94941 Single Fam Primary H Purchase
0073894047 THOMAS M DIFAZIO 27 ROCKRIDGE TERRACE PROSPECT CT 06712 Single Fam Primary H Refinanc
0073894759 ARNOLD HYATT 10 VALLEY GATE WAY BALTIMORE MD 21208 Single Fam Primary H Refinanc
0073895486 DONALD L LINFESTY 1848 CAROB TREE LANE EL CAJON CA-S 92021 Single Fam Primary H Refinanc
0073895525 DANIEL J CARMODY 126 HIGHVIEW AVE EASTCHESTER NY 10709 Single Fam Primary H Purchase
0073896032 CHARLES R SALTER 25 RUE DE LYNN SEDONA AZ 86336 Single Fam Primary H Purchase
0073896061 ROBERT G LUKOWSKI 920 WEST 29TH STREE SAN PEDRO CA-S 90731 Single Fam Primary H Cash Out
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
105,000 94,836.96 56.530 7.63 360 281 1990-05-01 2020-04-01 1996-12-01
114,300 108,643.16 85.730 7.63 360 308 1992-08-01 2022-07-01 1996-10-01
250,000 239,843.98 60.020 8.50 360 305 1992-05-01 2022-04-01 1996-11-01
286,500 272,795.01 41.420 8.25 360 313 1993-01-01 2022-12-01 1996-10-01
198,000 187,225.97 73.870 7.63 360 305 1992-05-01 2022-04-01 1996-10-01
134,300 122,722.83 73.260 8.00 360 262 1988-10-01 2018-09-01 1996-10-01
236,250 192,125.48 61.310 8.50 360 304 1992-04-01 2022-03-01 1996-10-01
214,000 201,079.83 67.170 8.50 360 305 1992-05-01 2022-04-01 1996-10-01
324,000 313,546.04 77.570 8.00 360 319 1993-07-01 2023-06-01 1996-10-01
330,000 314,187.13 33.150 7.63 360 318 1993-06-01 2023-05-01 1996-10-01
220,000 204,341.81 74.400 8.13 360 320 1993-08-01 2023-07-01 1996-11-01
437,500 420,554.48 67.420 8.00 360 311 1992-11-01 2022-10-01 1996-10-01
318,000 306,446.36 76.680 7.88 360 320 1993-08-01 2023-07-01 1996-11-01
90,900 88,989.34 73.060 8.38 360 332 1994-08-01 2024-07-01 1996-10-01
294,500 282,010.33 71.530 8.38 360 304 1992-04-01 2022-03-01 1996-10-01
331,500 309,704.26 63.360 7.75 360 312 1992-12-01 2022-11-01 1996-10-01
224,000 216,101.75 77.320 8.38 360 315 1993-03-01 2023-02-01 1996-10-01
135,000 125,986.53 84.170 8.00 360 307 1992-07-01 2022-06-01 1996-11-01
252,000 238,751.38 52.240 8.00 360 313 1993-01-01 2022-12-01 1996-10-01
280,000 269,154.92 77.050 8.00 360 311 1992-11-01 2022-10-01 1996-10-01
284,000 259,763.21 62.150 7.88 240 197 1993-05-01 2013-04-01 1996-10-01
286,950 262,888.99 72.940 8.38 360 313 1993-01-01 2022-12-01 1996-11-01
95,000 82,446.35 66.730 7.63 360 282 1990-06-01 2020-05-01 1996-10-01
257,000 241,786.37 83.830 8.25 360 300 1991-12-01 2021-11-01 1996-10-01
235,800 226,657.89 86.670 8.13 360 310 1992-10-01 2022-09-01 1996-10-01
308,000 282,869.28 73.660 8.25 360 314 1993-02-01 2023-01-01 1996-10-01
265,000 254,735.61 61.500 8.00 360 311 1992-11-01 2022-10-01 1996-10-01
230,300 212,001.01 73.360 8.13 360 312 1992-12-01 2022-11-01 1996-10-01
300,000 285,391.89 69.780 8.00 360 312 1992-12-01 2022-11-01 1996-10-01
352,900 342,636.06 51.230 8.13 360 321 1993-09-01 2023-08-01 1996-10-01
118,000 100,882.96 51.960 7.25 360 259 1988-07-01 2018-06-01 1996-10-01
255,000 233,057.53 46.850 8.00 240 199 1993-07-01 2013-06-01 1996-11-01
208,000 199,646.95 83.340 8.50 360 306 1992-06-01 2022-05-01 1996-10-01
228,750 217,109.40 71.330 8.38 360 313 1993-01-01 2022-12-01 1996-10-01
227,000 214,363.05 69.300 7.88 360 318 1993-06-01 2023-05-01 1996-10-01
328,000 315,870.73 70.330 8.00 360 313 1993-01-01 2022-12-01 1996-10-01
300,000 263,606.31 66.130 7.00 360 253 1988-01-01 2017-12-01 1996-10-01
230,000 213,032.39 41.870 8.38 360 281 1990-05-01 2020-04-01 1996-10-01
184,000 173,557.57 75.620 7.63 360 304 1992-04-01 2022-03-01 1996-10-01
270,000 247,018.06 47.000 8.25 360 262 1988-10-01 2018-09-01 1996-10-01
245,000 236,724.87 76.020 7.63 360 319 1993-07-01 2023-06-01 1996-10-01
215,000 206,481.20 73.890 7.88 360 311 1992-11-01 2022-10-01 1996-10-01
300,000 256,906.28 68.680 8.38 360 282 1990-06-01 2020-05-01 1996-10-01
255,000 246,429.92 57.420 7.50 360 320 1993-08-01 2023-07-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073896142 MICHAEL PETROSKY 3377 BLACKBRIDLE WALK MARIETTA GA 30067 PUD Primary H Refinanc
0073896207 ALLEN R WIEBER 8510 WESTOVER DRIVE PROSPECT KY 40059 Single Fam Primary H Refinanc
0073896650 STEVEN P THOMAS 3711 CAMELOT DRIVE ANNANDALE VA 22003 Single Fam Primary H Refinanc
0073896935 EDWARD W MAINE 2254 GREENWOOD PLACE ONTARIO CA-S 91761 Condo Primary H Purchase
0073896977 DAVID ARTHUR HALEY 111 AMANDA LANE LOS GATOS CA-N 95032 Single Fam Primary H Refinanc
0073897031 KEVIN RODERICK 15330 OAKMERE PLACE CENTREVILLE VA 22020 Single Fam Primary H Refinanc
0073897426 LEONARD L WAGNER 13841 MALCOM AVE SARATOGA CA-N 95070 Single Fam Primary H Refinanc
0073897798 BINH THAI DO 630 LOS CERRITOS ROAD GLENDORA CA-S 91740 Single Fam Primary H Purchase
0073898289 TUNGPO LIU 10928 OUTPOST DRIVE N. POTOMAC MD 20878 PUD Primary H Purchase
0073898331 DENNIS R MURPHY 8249 GUPPY COURT SAN DIEGO CA-S 92129 Single Fam Primary H Refinanc
0073898454 MARK E EMANUELSON 4109 CHESTNUT GROVE ROA KEEDYSVILLE MD 21756 Single Fam Primary H Purchase
0073898519 DOMINIC GRECO 6812 SPECKLE WAY SACRAMENTO CA-N 95842 Single Fam Primary H Refinanc
0073898742 WILLIAM R STECKIEL 808 PEBBLEWOOD ROAD WEST CHESTE PA 19380 Single Fam Primary H Refinanc
0073899110 SHELDON GEFTMAN 700 SOUTH OCEAN BOULEVA BOCA RATON FL 33431 Condo Primary H Purchase
0073899411 DAVID J FUDALA 6613 PLANTATION LANE WARRENTON VA 22186 PUD Primary H Refinanc
0073899738 ERIC LOWNER GOTTHELF 335 MOUNT WASHINGTON DR LOS ANGELES CA-S 90065 2 Family Primary H Refinanc
0073899916 WALTER P KUNZ 5118 CRYSTAL PARK LANE ELLICOTT CI MD 21043 Single Fam Primary H Refinanc
0073899958 RALPH PEREZ 1309 SANDY HILL DRIVE WEST COVINA CA-S 91791 Single Fam Primary H Refinanc
0073900287 JOSEPH B BRUNS 9012 GRANT AVENUE MANASSAS VA 22110 Single Fam Primary H Purchase
0073900355 JOHN A CAPUTO 92 GALLOWS HILL ROAD REDDING CT 06896 Single Fam Primary H Refinanc
0073900643 GARY B BANKO 3811 STANSBURY MILL RD PHOENIX MD 21131 Single Fam Primary H Refinanc
0073900685 JOSEPH A VOZAR, JR 1009 LIBERTY DRIVE NAPERVILLE IL 60540 PUD Primary H Purchase
0073900795 C JAY ODOM 9 WANDERER LANE HILTON HEAD SC 29928 Single Fam Primary H Refinanc
0073900834 WILLIAM A MARRA 871 MARYKNOLL CIRCLE GLEN ELLYN IL 60137 PUD Primary H Purchase
0073901574 DANA J PUSATERI 10323 EL CABALLO COURT DELRAY BEAC FL 33446 PUD Primary H Refinanc
0073901642 NEIL PHIPPS 4022 SAN JUAN COURT FREMONT CA-N 94536 Single Fam Primary H Refinanc
0073901707 DOUGLAS A HOLLMAN 1125 HUNTCLIFF TRACE ATLANTA GA 30350 Single Fam Primary H Refinanc
0073902078 BENJAMIN C BELARMINO 1169 PASEO PRIMAVERA CHULA VISTA CA-S 91910 Single Fam Primary H Refinanc
0073903420 FRANK W YOUNGKIN 210 VREELAND AVENUE MIDLAND PAR NJ 07432 Single Fam Primary H Refinanc
0073903705 STEVEN B ZIMMERMAN 11 LOMBARDY DRIVE WILMINGTON DE 19803 Single Fam Primary H Purchase
0073903938 LINDA C DUDASH 2451 CHAPMAN COURT ROLLING MEA IL 60008 Single Fam Primary H Cash Out
0073904241 ALAN L ELLIOTT 3192 NORTHWEST 60 STREE BOCA RATON FL 33496 PUD Primary H Purchase
0073904283 MARK F LAMBERT 23489 HUTCHINSON RD LOS GATOS CA-N 95030 Single Fam Primary H Refinanc
0073904445 DENNIS A PAZZI 580 SUFFIELD ST BIRMINGHAM MI 48009 Single Fam Primary H Refinanc
0073904872 TERRY F HALL 8203 TALLY HO ROAD LUTHERVILLE MD 21093 Single Fam Primary H Refinanc
0073904898 STEPHEN A HATHAWAY 6624 QUAKER RIDGE RO NORTH BETHE MD 20852 Single Fam Primary H Refinanc
0073904924 ARMEN SHAHINIAN 429 STONYCROFT ROAD RIDGEWOOD NJ 07450 Single Fam Primary H Refinanc
0073904940 ALEXANDER A URIBE 9946 FONTE ROAD CYPRESS CA-S 90630 Single Fam Primary H Refinanc
0073904995 SHELDON GREENBAUM 5527 N 23RD ST ARLINGTON VA 22205 Single Fam Primary H Refinanc
0073905091 GEORGE R DREHER 3009 WOODLEIGH ROAD BIRMINGHAM AL 35223 Single Fam Primary H Cash Out
0073905389 MORTIMER P ROCHE 8516 BLOUNTS LANE FULTON MD 20759 Single Fam Primary H Refinanc
0073905693 JACK C DONLIN 1115 BUENA VISTA AVE ESCONDIDO CA-S 92027 Single Fam Primary H Refinanc
0073905787 EDWARD A DARDEN 2528 N. MARENGO AVEN ALTADENA CA-S 91001 Single Fam Primary H Refinanc
0073905871 CAROLE CORPUS CAREY 9451 ELLSWORTH COURT FULTON MD 20759 Single Fam Primary H Refinanc
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
500,000 483,596.40 77.020 8.50 360 314 1993-02-01 2023-01-01 1996-10-01
332,000 323,978.07 70.540 8.25 360 332 1994-08-01 2024-07-01 1996-10-01
163,500 157,300.41 60.610 8.38 360 309 1992-09-01 2022-08-01 1996-10-01
99,000 93,675.56 83.110 7.63 360 306 1992-06-01 2022-05-01 1996-10-01
290,000 264,174.73 67.210 8.25 240 194 1993-02-01 2013-01-01 1996-10-01
219,000 209,117.58 78.020 8.50 360 313 1993-01-01 2022-12-01 1996-10-01
358,000 344,790.54 51.180 8.13 360 313 1993-01-01 2022-12-01 1996-10-01
258,000 245,647.89 76.210 7.88 360 319 1993-07-01 2023-06-01 1996-10-01
234,000 219,996.81 69.980 8.25 360 299 1991-11-01 2021-10-01 1996-10-01
239,600 231,318.04 72.430 7.63 360 320 1993-08-01 2023-07-01 1996-11-01
82,000 80,449.67 73.240 8.50 360 334 1994-10-01 2024-09-01 1996-10-01
97,000 91,484.86 82.600 7.38 360 305 1992-05-01 2022-04-01 1996-10-01
210,000 200,440.68 59.090 8.00 360 311 1992-11-01 2022-10-01 1996-10-01
250,000 240,796.52 63.490 7.88 360 314 1993-02-01 2023-01-01 1996-10-01
378,000 342,382.17 70.530 7.50 240 201 1993-09-01 2013-08-01 1996-10-01
164,000 151,900.09 66.260 7.50 360 327 1994-03-01 2024-02-01 1996-10-01
249,950 241,403.93 73.520 7.25 360 321 1993-09-01 2023-08-01 1996-10-01
285,000 274,615.97 57.930 8.25 360 313 1993-01-01 2022-12-01 1996-10-01
222,400 213,949.01 77.100 8.13 360 311 1992-11-01 2022-10-01 1996-10-01
335,000 323,446.13 73.310 8.50 360 312 1992-12-01 2022-11-01 1996-10-01
211,500 190,467.63 58.560 7.63 240 192 1992-12-01 2012-11-01 1996-10-01
290,000 276,964.04 81.860 8.38 360 311 1992-11-01 2022-10-01 1996-10-01
220,000 200,178.08 57.340 8.50 360 293 1991-05-01 2021-04-01 1996-10-01
308,000 295,776.55 76.970 8.13 360 309 1992-09-01 2022-08-01 1996-10-01
432,000 416,397.44 66.740 8.25 360 312 1992-12-01 2022-11-01 1996-10-01
264,000 250,212.50 85.000 8.38 360 310 1992-10-01 2022-09-01 1996-10-01
250,000 229,917.20 61.140 7.13 240 202 1993-10-01 2013-09-01 1996-10-01
229,500 216,947.97 85.260 7.88 360 319 1993-07-01 2023-06-01 1996-10-01
229,000 207,514.65 81.810 7.75 240 199 1993-07-01 2013-06-01 1996-10-01
264,800 255,660.29 76.480 6.88 360 323 1993-11-01 2023-10-01 1996-10-01
265,000 243,764.96 68.040 7.75 240 200 1993-08-01 2013-07-01 1996-10-01
280,000 267,587.68 59.590 7.25 360 311 1992-11-01 2022-10-01 1996-10-01
277,500 263,707.28 62.910 8.00 360 307 1992-07-01 2022-06-01 1996-10-01
252,000 242,887.04 64.030 8.38 360 311 1992-11-01 2022-10-01 1996-10-01
240,000 232,373.46 44.050 8.25 360 317 1993-05-01 2023-04-01 1996-11-01
349,200 335,636.10 59.940 7.88 360 312 1992-12-01 2022-11-01 1996-10-01
375,000 360,494.81 61.220 7.88 360 312 1992-12-01 2022-11-01 1996-10-01
262,125 251,738.86 72.070 7.88 360 311 1992-11-01 2022-10-01 1996-10-01
237,000 213,741.04 58.910 8.50 360 305 1992-05-01 2022-04-01 1996-11-01
400,000 295,949.70 38.940 7.75 360 312 1992-12-01 2022-11-01 1996-10-01
335,000 318,555.39 67.920 8.13 360 320 1993-08-01 2023-07-01 1996-10-01
134,000 126,716.72 84.660 7.50 360 304 1992-04-01 2022-03-01 1996-10-01
165,000 155,264.74 64.800 8.13 360 311 1992-11-01 2022-10-01 1996-11-01
277,200 255,362.54 71.120 7.75 360 312 1992-12-01 2022-11-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073906061 MARIO D NEMIROVSKY 5999 W. WALBROOK DRI SAN JOSE CA-N 95129 Single Fam Primary H Purchase
0073906100 DIANE DI GIOVANNI 921 BURGESS HILL RD NAPERVILLE IL 60565 Single Fam Primary H Refinanc
0073906744 BRUCE D POMPER 209 N. SOUTHFIELD VERNON HILL IL 60061 Single Fam Primary H Purchase
0073906948 SAMUEL J LEE, JR 5305 SUNCREST ROAD ANAHIEM CA-S 92807 PUD Primary H Refinanc
0073907235 JOEL RUDICK 9617 FALLS BRIDGE LANE POTOMAC MD 20854 Single Fam Primary H Refinanc
0073907510 ROBERT E GUNDERSON 25191 BLACK HORSE LANE LAGUNA HILL CA-S 92653 PUD Primary H Refinanc
0073907620 MICHAEL J SHINAY 1568 OLD EATON LANE RESTON VA 22094 PUD Primary H Refinanc
0073907633 HARLAN F WEISMAN 759 APPLEGATE LN ROSEMONT PA 19010 Single Fam Primary H Refinanc
0073907992 GABRIEL KIBRIT 455 THORNDALE DRIVE BUFFALO GRO IL 60089 Single Fam Primary H Refinanc
0073908522 ROBERT CLANTON 46 MONSERRAT AVENUE FOOTHILL RA CA-S 92610 Single Fam Primary H Refinanc
0073908674 MICHAEL F OBEN 11203 BALLANTRE LANE GLENNDALE MD 20769 Single Fam Primary H Purchase
0073908713 RONALD E VERMILLION 18824 S MEADOW FENCE R GAITHERSBUR MD 20879 PUD Primary H Refinanc
0073909385 MAHADEO R NADKARNI 1651 OHIO AVENUE NORTH BRUNS NJ 08902 Single Fam Primary H Refinanc
0073909482 YUTAI JAMES YANG 2906 SCOTTISH PINE LANE BUFFALO GRO IL 60089 Single Fam Primary H Refinanc
0073909686 BRENDA D MORRIS 4818 105TH AVENUE NW GIG HARBOR WA 98335 Single Fam Primary H Refinanc
0073909783 MAHESH S OCHANEY 8386 SCARLET GLEN COURT MILLERSVILL MD 21108 Single Fam Primary H Purchase
0073909819 SAM V BOSSO 31 W 181 PRAIRIE L WAYNE IL 60184 Single Fam Primary H Refinanc
0073909974 PATRICIA N GALLAGHER 214 FERGUSON ROAD MANCHESTER CT 06040 Single Fam Primary H Refinanc
0073910468 ROBERT M LATTA 3416 LIVINGSTON DRIV JEFFERSON MD 21755 Single Fam Primary H Purchase
0073910581 STEPHANIE BRODIE-SAV 2900 CABIN CREEK DRIVE BURTONSVILL MD 20866 Single Fam Primary H Purchase
0073910840 ARTHUR W O'BRIEN 3419 LIVINGSTON DRIVE JEFFERSON MD 21755 Single Fam Primary H Purchase
0073911357 JOHN BORZ 11001 GAITHER FARM ROAD ELLICOTT CI MD 21043 Single Fam Primary H Refinanc
0073911373 MARK R WISEMAN 28302 LAS CABOS LAGUNA NIGU CA-S 92656 Single Fam Primary H Purchase
0073911580 JAMES T RADIGAN 23118 WEST BAGPIPE COUR HAWTHORN W IL 60047 Single Fam Primary H Purchase
0073911629 A N ABRAMOWITZ 2403 VIA GENOVA APOPKA FL 32712 PUD Primary H Refinanc
0073911823 ROBERT J WALSH 5508 W 131ST STREET OVERLAND PA KS 66209 PUD Primary H Refinanc
0073912327 HERBERT R BALLARD 2810 PARIS ROAD OLYMPIA FIE IL 60461 Single Fam Primary H Purchase
0073912796 WILLIAM L SCOGIN 801 TALL PINES FRIENDSWOOD TX 77546 Single Fam Primary H Refinanc
0073912990 ERIN L HIRSCH 375 MIRA MAR AVENUE LONG BEACH CA-S 90814 Single Fam Primary H Purchase
0073913339 WILLIAM BURRY 6381 DOCKSER TERR FALLS CHURC VA 22046 Single Fam Investmen Purchase
0073913588 ANDREE F CHARCHENKO, 25 OLD BOSTON ROAD WILTON CT 06897 Single Fam Primary H Refinanc
0073913698 STEPHEN C FISKE 6011 WOODMONT ROAD ALEXANDRIA VA 22307 Single Fam Primary H Refinanc
0073913724 NICHOLAS BALAGURCHIK RR 3 BOX 200 PURCELLVILL VA 22132 Single Fam Primary H Refinanc
0073913902 RICHARD F DONOHUE 15569 SMITHFIELD PL CENTREVILLE VA 2012- PUD Primary H Refinanc
0073914480 DAVID A ADER 7 MAPLE AVE SUDBURY MA 01776 Single Fam Primary H Refinanc
0073915227 PHILIP O FOARD #602 UNIT 1206 SCARL BALTIMORE MD 21202 Condo Primary H Refinanc
0073915256 DAVID ZASLOWSKY 31 WHITE DRIVE CEDARHURST NY 11516 Single Fam Primary H Refinanc
0073915308 SUSAN FISCHER 3117 WORTHINGTON CIRCLE FALL CHURCH VA 22044 Single Fam Primary H Purchase
0073915366 SUE ANN K SAKAE 29 CHICKADEE LAN ALISO VIEJO CA-S 92656 Single Fam Primary H Purchase
0073915379 FLORITA D LEISURE 6035 GLENBROOK LANE CARMICHAEL CA-N 95608 Single Fam Primary H Refinanc
0073915706 CHARLES J INGARDIA 2077 MAIN STREET GLASTONBURY CT 06033 Single Fam Primary H Refinanc
0073915764 ROBERT D LITOWITZ 9313 FRIARS ROAD BETHESDA MD 20817 Single Fam Primary H Refinanc
0073916080 RICHARD DARRELL LEWI 535 SEAWARD ROAD CORONA DEL CA-S 92625 Single Fam Primary H Cash Out
0073916116 SCOTT P SNIETKA 50 BEAR SWAMP ROAD ANDOVER CT 06232 Single Fam Primary H Refinanc
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
248,000 232,190.68 75.080 7.88 360 312 1992-12-01 2022-11-01 1996-10-01
257,500 247,046.48 67.260 8.00 360 309 1992-09-01 2022-08-01 1996-10-01
209,400 201,410.11 77.020 7.88 360 313 1993-01-01 2022-12-01 1996-10-01
280,000 270,358.78 67.880 8.38 360 313 1993-01-01 2022-12-01 1996-10-01
250,000 240,985.97 56.650 8.13 360 313 1993-01-01 2022-12-01 1997-01-01
245,000 166,339.53 28.390 8.25 300 260 1993-08-01 2018-07-01 1996-10-01
225,000 218,071.56 72.340 8.13 360 319 1993-07-01 2023-06-01 1996-10-01
394,000 373,886.15 68.160 8.38 360 313 1993-01-01 2022-12-01 1996-10-01
249,000 239,355.82 77.360 8.00 360 311 1992-11-01 2022-10-01 1996-10-01
260,800 238,612.76 73.630 8.13 360 312 1992-12-01 2022-11-01 1996-11-01
201,750 185,719.29 69.330 7.63 360 270 1989-06-01 2019-05-01 1996-10-01
240,000 219,528.27 70.040 7.63 240 198 1993-06-01 2013-05-01 1996-10-01
225,000 209,400.19 83.840 7.88 360 313 1993-01-01 2022-12-01 1996-11-01
236,000 222,189.97 67.470 8.50 360 313 1993-01-01 2022-12-01 1996-10-01
327,500 316,114.80 77.240 8.50 360 314 1993-02-01 2023-01-01 1996-10-01
296,000 225,597.40 61.320 7.25 360 319 1993-07-01 2023-06-01 1996-10-01
248,000 223,933.50 50.010 8.50 240 197 1993-05-01 2013-04-01 1996-10-01
147,000 137,210.11 73.550 7.50 360 313 1993-01-01 2022-12-01 1996-10-01
209,800 194,419.03 73.730 7.13 240 205 1994-01-01 2013-12-01 1996-10-01
247,500 232,022.25 70.480 8.13 360 283 1990-07-01 2020-06-01 1996-10-01
255,700 239,378.93 75.040 8.13 360 310 1992-10-01 2022-09-01 1996-10-01
499,000 436,987.39 39.640 8.25 240 191 1992-11-01 2012-10-01 1996-11-01
211,100 195,572.06 74.270 8.25 360 273 1989-09-01 2019-08-01 1996-10-01
334,000 322,499.31 74.700 8.38 360 313 1993-01-01 2022-12-01 1996-11-01
250,000 234,951.64 74.750 8.38 360 305 1992-05-01 2022-04-01 1996-10-01
250,000 235,902.15 84.430 8.50 360 312 1992-12-01 2022-11-01 1996-10-01
234,000 224,923.90 79.070 8.25 360 311 1992-11-01 2022-10-01 1996-10-01
216,650 195,653.54 67.820 7.88 240 192 1992-12-01 2012-11-01 1996-10-01
268,200 256,971.25 81.750 7.50 360 322 1993-10-01 2023-09-01 1996-11-01
61,500 27,929.93 22.590 8.25 360 78 1973-06-01 2003-05-01 1996-10-01
249,000 240,683.75 60.890 8.13 360 316 1993-04-01 2023-03-01 1996-10-01
259,000 249,842.35 50.570 7.38 360 319 1993-07-01 2023-06-01 1996-10-01
219,000 211,256.63 72.490 7.38 360 319 1993-07-01 2023-06-01 1996-10-01
320,000 281,187.12 70.650 8.38 360 305 1992-05-01 2022-04-01 1996-10-01
246,000 235,557.43 72.620 8.25 360 305 1992-05-01 2022-04-01 1996-10-01
236,000 218,352.55 65.340 8.43 360 270 1989-06-01 2019-05-01 1996-10-01
230,000 219,983.97 67.820 8.00 360 311 1992-11-01 2022-10-01 1996-10-01
220,500 206,215.68 79.950 8.50 360 301 1992-01-01 2021-12-01 1996-10-01
272,000 254,273.20 74.960 8.13 360 283 1990-07-01 2020-06-01 1996-10-01
136,000 126,867.00 74.800 8.00 360 306 1992-06-01 2022-05-01 1996-10-01
411,000 380,463.08 74.250 7.00 240 205 1994-01-01 2013-12-01 1996-10-01
335,200 323,350.50 77.310 8.25 360 313 1993-01-01 2022-12-01 1996-10-01
239,000 231,504.32 50.420 7.88 360 320 1993-08-01 2023-07-01 1996-10-01
129,750 123,505.43 71.530 8.00 360 306 1992-06-01 2022-05-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073916967 LAWRENCE L MARCUCCI 8648 WEDGEWOOD DRIVE BURR RIDGE IL 60521 Single Fam Primary H Refinanc
0073917034 DALE J RAY 1355 LONGBOAT KEY LN ELGIN IL 60120 PUD Primary H Refinanc
0073917678 KATHLEEN WALSH 31 TASINA DRIVE WAQUOIT MA 02536 Single Fam Primary H Purchase
0073917801 LOREN S KENNEDY 6901 N. WILDWOOD AVE CHICAGO IL 60646 Single Fam Primary H Purchase
0073917911 GERALD D KNUDSON 29 SARATOGA LANE ALAMO CA-N 94507 Single Fam Primary H Cash Out
0073918075 JEFFREY A BARTOS 741 N EMERSON ST ARLINGTON VA 22203 Single Fam Primary H Purchase
0073919029 STEPHEN P BARTON 5502 W. 82ND TERRACE PRAIRIE VIL KS 66208 Single Fam Primary H Purchase
0073919074 ALAN FINE 11 WOODHAVEN DRIVE SIMSBURY CT 06070 Single Fam Primary H Refinanc
0073919362 GEORGE SCOTT DILLON 117 SUMMER LAKES DRIVE CARY NC 27513 PUD Primary H Purchase
0073919728 BRUCE E CONAWAY 221 GUCKERT LANE WEXFORD PA 15090 Single Fam Primary H Purchase
0073920034 RONALD JACKSON 5505 RUNNING SPRING WA YORBA LINDA CA-S 92686 Single Fam Primary H Purchase
0073920092 MICHAEL R SHUSTER 12235 CIRCULA PANORAMA SANTA ANA CA-S 92705 Single Fam Primary H Refinanc
0073920102 PHILLIP D JONES 20392 WINFIELD PLACE STERLING VA 22170 PUD Primary H Purchase
0073920241 WILLIAM MAAS 2545 NW LEES SUMMIT RD LEES SUMMIT MO 64064 Single Fam Primary H Refinanc
0073920377 JOHN J POMIDOR 166 ARDITH DRIVE ORINDA CA-N 94563 Single Fam Primary H Refinanc
0073920513 LARRY C SAMOSS 17327 1/2 SAN JOSE STRE GRANADA HIL CA-S 91344 Condo Primary H Refinanc
0073920898 LEOCADIO BARAJAS 1245 MASTERPIECE DR OCEANSIDE CA-S 92057 Single Fam Primary H Purchase
0073921156 E JAMES THOMPSON, JR 210 ST IVES GARTH SEVERNA PAR MD 21146 Single Fam Primary H Purchase
0073921318 WAYNE A EVRON 105 MCCONNELL MILL LANE PITTSBURGH PA 15228 Single Fam Primary H Purchase
0073921460 RONALD E GILBERTSON 13487 VILLADEST DRIVE HIGHLAND MD 20777 Single Fam Primary H Refinanc
0073922207 PATRICK JAY HINES 11339 VALE ROAD OAKTON VA 22124 Single Fam Primary H Refinanc
0073922249 DAVID F MCQUILKIN 5820 WINEGROVE COURT DERWOOD MD 20855 Single Fam Primary H Refinanc
0073922566 MARK C PANTAGES 6 CHURCH STREET OLD SAYBROO CT 06475 Single Fam Primary H Refinanc
0073922760 STANLEY L KREJCI 6111 VERNON TERRACE ALEXANDRIA VA 22307 Single Fam Primary H Refinanc
0073922870 MITCHELL B BOCK 3373 MOUNTAIN TRL AVE THOUSAND OA CA-S 91320 Single Fam Primary H Refinanc
0073922993 FRED L FRIEDMAN 855 THACKERY DRIVE HIGHLAND PA IL 60035 Single Fam Primary H Refinanc
0073923060 TERRY J DOWTY 148 HAWKINS CIRCLE WHEATON IL 60187 Single Fam Primary H Refinanc
0073923248 LEE S FRIEDMAN 4500 NORTH WEST 25TH W BOCA RATON FL 33434 PUD Primary H Refinanc
0073923439 MICHAEL J BARRY 8597 BURR LANE SAN DIEGO CA-S 92129 Single Fam Primary H Purchase
0073923594 VITO N GIARDINA 12311 MICHAELSFORD ROAD HUNT VALLEY MD 21030 Single Fam Primary H Refinanc
0073924043 RONALD GRIGGS 1164 CHARTER OAKS CT BARTLETT IL 60103 Single Fam Primary H Refinanc
0073924111 MARK D BOSTJANICK 4950 CROCUS ROAD MT AIRY MD 21771 Single Fam Primary H Purchase
0073924412 SCOTT T CARLSON 3005 IERMAN WEST LINCOL IL 60069 Single Fam Primary H Refinanc
0073924470 ERRICOS C PAVLIS 14920 MEANDERWOOD LANE BURTONSVILL MD 20866 Single Fam Primary H Refinanc
0073924768 DOROTHY J KELLY 382-38 DIAMOND ST SAN FRANCIS CA-N 94114 2 Family Primary H Refinanc
0073924904 STEPHEN M ROYLANCE 10607 RED BARN LANE POTOMAC MD 20854 Single Fam Primary H Refinanc
0073925246 CHRISTOPHER J REED 1532 PARK LANE PASADENA MD 21122 Single Fam Primary H Refinanc
0073925327 MICHAEL E SCHENONE 6391 TWIN OAKS LANE LISLE IL 60532 Single Fam Primary H Purchase
0073925592 ROGER WILSON YOUNG 1090 MATHESON WAY ALPHARETTA GA 30202 PUD Primary H Refinanc
0073925893 RICHARD DIAMOND 5126 TIMBERVIEW TERRACE ORLANDO FL 32819 PUD Primary H Refinanc
0073925945 GERALD L FRENKIL 132 JENNIE DUGAN ROAD CONCORD MA 01742 Single Fam Primary H Purchase
0073925958 RAYMOND F HEIDNER, I 5752 W. 76TH STREET LOS ANGELES CA-S 90045 Single Fam Primary H Refinanc
0073926119 LAWRENCE W REESE 48 JUNCTION RD BROOKFIELD CT 06804 Single Fam Primary H Refinanc
0073926494 BRAD O BUCHANAN 3304 WESSYNTON WAY ALEXANDRIA VA 22309 PUD Primary H Purchase
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
215,000 189,927.97 49.530 7.88 240 201 1993-09-01 2013-08-01 1996-10-01
246,000 235,729.99 76.430 8.25 360 311 1992-11-01 2022-10-01 1996-10-01
87,200 83,116.01 85.770 7.88 360 315 1993-03-01 2023-02-01 1996-10-01
252,000 229,643.02 63.240 7.38 240 207 1994-03-01 2014-02-01 1996-10-01
500,000 480,188.61 50.650 7.88 360 311 1992-11-01 2022-10-01 1996-10-01
215,100 207,164.27 86.480 8.00 360 313 1993-01-01 2022-12-01 1996-10-01
340,000 324,989.03 75.730 8.13 360 313 1993-01-01 2022-12-01 1996-10-01
252,000 211,888.82 75.740 7.88 240 200 1993-08-01 2013-07-01 1996-10-01
278,000 268,411.96 84.020 8.50 360 312 1992-12-01 2022-11-01 1996-10-01
273,600 257,176.71 84.780 8.25 360 311 1992-11-01 2022-10-01 1996-10-01
248,000 239,042.99 76.760 8.25 360 312 1992-12-01 2022-11-01 1996-10-01
225,000 218,341.77 58.330 7.88 360 322 1993-10-01 2023-09-01 1996-10-01
252,150 241,712.54 76.840 7.50 360 312 1992-12-01 2022-11-01 1996-10-01
262,000 250,297.88 61.160 8.50 360 303 1992-03-01 2022-02-01 1996-11-01
221,350 199,402.71 52.710 8.38 360 314 1993-02-01 2023-01-01 1996-10-01
200,000 192,153.95 51.290 7.88 360 315 1993-03-01 2023-02-01 1996-11-01
191,250 179,581.02 72.890 7.00 360 298 1991-10-01 2021-09-01 1996-10-01
228,000 210,228.13 73.440 8.00 360 311 1992-11-01 2022-10-01 1996-10-01
235,000 220,961.78 71.900 8.50 360 311 1992-11-01 2022-10-01 1996-10-01
279,000 228,869.78 57.600 8.25 360 310 1992-10-01 2022-09-01 1996-10-01
246,000 236,020.07 66.610 8.50 360 305 1992-05-01 2022-04-01 1996-10-01
212,000 175,047.69 50.230 8.50 360 304 1992-04-01 2022-03-01 1996-11-01
140,000 120,424.55 60.360 7.50 360 305 1992-05-01 2022-04-01 1996-10-01
250,000 239,225.30 38.060 8.50 360 316 1993-04-01 2023-03-01 1996-10-01
232,400 224,197.25 52.850 8.38 360 312 1992-12-01 2022-11-01 1996-10-01
401,700 367,023.00 58.600 7.25 240 205 1994-01-01 2013-12-01 1996-10-01
234,000 226,389.56 68.110 8.13 360 317 1993-05-01 2023-04-01 1996-10-01
274,500 265,021.99 87.090 8.00 360 320 1993-08-01 2023-07-01 1996-10-01
240,300 227,940.39 85.240 7.75 360 321 1993-09-01 2023-08-01 1996-10-01
395,000 370,451.66 61.370 7.75 360 318 1993-06-01 2023-05-01 1996-10-01
221,600 184,804.43 67.180 7.88 360 311 1992-11-01 2022-10-01 1996-10-01
232,500 225,077.00 86.440 7.88 360 320 1993-08-01 2023-07-01 1996-10-01
260,000 245,549.41 67.420 8.38 360 312 1992-12-01 2022-11-01 1996-10-01
212,000 193,035.62 82.060 8.50 360 303 1992-03-01 2022-02-01 1996-10-01
300,000 288,913.51 67.310 8.13 360 312 1992-12-01 2022-11-01 1996-10-01
295,000 267,177.17 56.480 7.88 360 313 1993-01-01 2022-12-01 1996-11-01
231,100 198,419.74 48.790 7.38 240 204 1993-12-01 2013-11-01 1996-10-01
247,500 235,774.68 78.750 8.25 360 310 1992-10-01 2022-09-01 1996-10-01
300,000 285,745.38 66.630 7.75 360 322 1993-10-01 2023-09-01 1996-10-01
214,200 206,101.75 65.540 8.25 360 324 1993-12-01 2023-11-01 1996-10-01
254,000 236,371.97 74.510 8.38 360 303 1992-03-01 2022-02-01 1996-10-01
315,000 305,028.35 63.000 8.13 360 318 1993-06-01 2023-05-01 1996-10-01
212,800 201,392.15 75.860 8.13 360 305 1992-05-01 2022-04-01 1996-10-01
220,000 210,680.66 76.750 8.50 360 303 1992-03-01 2022-02-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073926795 KENNETH A KESSLER 4833 ROCKWOOD PARKWAY N WASHINGTON DC 20016 Single Fam Primary H Refinanc
0073926960 ALLAN M BLUM 180 VALLEY COVE ATLANTA GA 30350 Single Fam Primary H Refinanc
0073926973 GERALD M MURPHY 11024 CHANDLER RD POTOMAC MD 20854 Single Fam Primary H Refinanc
0073927176 TEKALIGN GEDAMU 3604 DUNLOP STREET CHEVY CHASE MD 20815 Single Fam Primary H Purchase
0073927192 JOHN J VASQUEZ 6577 MOUNT LOWE DR BUENA PARK CA-S 90620 Single Fam Primary H Purchase
0073927435 WILLIAM S RELYEA 16762 ROBERT LANE HUNTINGTON CA-S 92647 Single Fam Primary H Purchase
0073927600 THOMAS C ANDREWS 500 MOORINGS CIRCLE ARNOLD MD 21012 Condo Primary H Purchase
0073928146 FRANCIS W FETZER 135 SENATE BROOK DR HEBRON (AMS CT 06231 Single Fam Primary H Purchase
0073928308 DAN D UPTON 2899 HELMSLEY DRIVE SAN JOSE CA-N 95132 Single Fam Primary H Refinanc
0073928324 LARRY A JONES 252 S HACIENDA AVENU GLENDORA CA-S 91740 Single Fam Primary H Refinanc
0073928340 ANTHONY Q DRAKE 20225 AUGUSTA DRIVE OLYMPIA FIE IL 60461 Single Fam Primary H Purchase
0073928476 RICHARD C ANDERSON 23 SWEET HILL DRIVE JOHNSTON RI 02919 Single Fam Primary H Refinanc
0073928531 DANIEL J DONNELLY 41 ARMSTRONG ROAD ENFIELD CT 06082 Single Fam Primary H Refinanc
0073928926 RALPH E WAGNER 2370 CUMBERLAND DR SMYRNA GA 30080 Single Fam Primary H Purchase
0073929323 STEPHEN J ORENS 11500 EVELAKE CT GAITHERSBUR MD 20878 PUD Primary H Refinanc
0073929446 WALTER DANKER 1448 GREENLAKE DR AURORA IL 60504 Single Fam Primary H Purchase
0073929462 RONALD WYSOCKI 51 COLCHESTER ROAD MURRAY HILL NJ 07974 Single Fam Primary H Purchase
0073929556 JOHN L HESS 15206 ILEX DRIVE CHINO HILLS CA-S 91709 Single Fam Primary H Refinanc
0073929776 ROBERT C KNUTSON 8224 VALLEY VIEW OVERLAND PK KS 66204 2 Family Second Ho Purchase
0073929909 SUSHIL SHARMA 330 WEST MAPLE HINSDALE IL 60521 Single Fam Primary H Purchase
0073929941 JO ANN R DI PAOLA 10 HEMLOCK COURT COCKEYSVILL MD 21030 Single Fam Primary H Refinanc
0073930118 JOHN P WARNICK 4125 SALTWATER BLVD TAMPA FL 33615 Single Fam Primary H Refinanc
0073930163 MICHAEL L MCDOWELL 5481 SOLEDAD ROAD LA JOLLA CA-S 92037 Single Fam Primary H Refinanc
0073930406 ROBERT E WEGMAN 7107 COUNTER PLACE BURKE VA 22015 Single Fam Primary H Refinanc
0073930590 STANLEY R NEAL 14159 TOWER ROAD SMITHSBURG MD 21783 Single Fam Primary H Purchase
0073930626 BARBARA J GORDON 4105 RAVENHURST CIRCLE GLEN ARM MD 21057 Single Fam Primary H Purchase
0073931379 JAMES BARTON 41 GOLF RIDGE DRIVE DOVE CANYON CA-S 92679 PUD Primary H Purchase
0073931463 DAVID ADERHOLD 5005 CHAPEL CROSSING DOUGLASVILL GA 30135 PUD Primary H Purchase
0073931696 ERIC J KOLHEDE 639 LOS PALOS DRIVE LAFAYETTE CA-N 94549 Single Fam Primary H Refinanc
0073932187 STEVEN A ZASLAW 908 N. ENGLEWILD DR GLENDORA CA-S 91740 Single Fam Primary H Refinanc
0073932420 CHRISTOPHER LOES 289 VEGA DRIVE GOLETA CA-S 93117 Single Fam Primary H Refinanc
Totals:
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
620,000 599,141.76 45.790 7.50 360 320 1993-08-01 2023-07-01 1996-10-01
262,500 253,668.02 72.600 8.50 360 313 1993-01-01 2022-12-01 1996-10-01
330,000 315,775.27 62.030 8.50 360 303 1992-03-01 2022-02-01 1996-10-01
315,000 304,422.98 72.610 8.38 360 314 1993-02-01 2023-01-01 1996-10-01
160,000 149,059.82 73.590 8.50 360 284 1990-08-01 2020-07-01 1996-10-01
216,000 203,614.33 78.790 8.13 360 312 1992-12-01 2022-11-01 1996-10-01
266,000 257,849.41 74.870 8.00 360 320 1993-08-01 2023-07-01 1996-10-01
180,000 166,807.19 61.940 7.38 360 282 1990-06-01 2020-05-01 1996-10-01
244,000 226,074.37 74.300 8.25 360 311 1992-11-01 2022-10-01 1996-10-01
224,000 216,974.73 77.630 7.88 360 320 1993-08-01 2023-07-01 1996-10-01
350,000 337,953.89 81.580 8.50 360 313 1993-01-01 2022-12-01 1996-10-01
108,750 103,444.49 71.500 8.25 360 305 1992-05-01 2022-04-01 1996-10-01
111,670 103,725.11 81.850 8.00 360 305 1992-05-01 2022-04-01 1996-10-01
264,000 254,216.87 86.620 8.50 360 309 1992-09-01 2022-08-01 1996-10-01
265,000 254,975.05 69.050 7.88 360 313 1993-01-01 2022-12-01 1996-10-01
261,900 250,047.16 75.620 8.25 360 302 1992-02-01 2022-01-01 1996-11-01
245,700 229,918.51 75.030 8.25 360 284 1990-08-01 2020-07-01 1996-10-01
240,000 231,331.87 71.240 8.25 360 312 1992-12-01 2022-11-01 1996-10-01
30,000 3,689.75 9.090 8.00 360 64 1972-04-01 2002-03-01 1996-10-01
252,000 241,568.77 75.880 7.50 360 312 1992-12-01 2022-11-01 1996-10-01
258,000 214,266.10 72.370 8.25 360 297 1991-09-01 2021-08-01 1996-11-01
248,000 237,938.87 61.120 8.50 360 305 1992-05-01 2022-04-01 1996-10-01
242,000 232,411.94 49.560 7.75 360 320 1993-08-01 2023-07-01 1996-10-01
259,000 240,790.84 76.660 7.88 360 318 1993-06-01 2023-05-01 1996-10-01
243,000 235,230.14 73.570 8.50 360 315 1993-03-01 2023-02-01 1996-10-01
226,800 216,881.70 85.210 8.50 360 305 1992-05-01 2022-04-01 1996-10-01
455,300 430,322.53 75.660 8.13 360 311 1992-11-01 2022-10-01 1996-10-01
245,250 237,079.48 87.080 7.88 360 319 1993-07-01 2023-06-01 1996-11-01
375,000 337,772.18 61.620 7.88 240 191 1992-11-01 2012-10-01 1996-10-01
222,200 211,727.74 61.500 7.75 360 317 1993-05-01 2023-04-01 1996-10-01
220,000 213,169.99 77.650 8.38 360 317 1993-05-01 2023-04-01 1996-10-01
134,356,505 126,324,783.22 69.047 8.01 346 297
</TABLE>
<TABLE>
<CAPTION>
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073811538 HOOSHANG FARSHIDI 1229 PASEO LOS GAVILANE SAN DIMAS CA-S 91773 Single Fam Primary H Purchase
0073811936 EDITH D BOSTON 7 PAINE AVENUE IRVINGTON NJ 07111 Single Fam Primary H Purchase
0073811978 MARY M MALONEY 4344 DONERAIL DRIVE LITHONIA GA 30058 PUD Primary H Purchase
0073812809 CHARLES D MCLAUCHLAN 1143 N. KEYSTONE RIVER FORES IL 60305 Single Fam Primary H Refinanc
0073813138 EUGENE M PINO 25 BROOKFIELD ROAD FORT SALONG NY 11768 Single Fam Primary H Cash Out
0073813358 CELESTE GARRETT 5117 SOUTH DORCHESTE CHICAGO IL 60615 Single Fam Primary H Purchase
0073813662 LLOYD LEWIS 2777 TIVOLY AVE BALTIMORE MD 21218 Single Fam Investmen Purchase
0073813769 JOSEPH ZEMIEN 4781 LONDON LANE EAGAN MN 55122 Single Fam Primary H Purchase
0073813950 ERIC BREWSTER 1942 ABERDEEN AVENUE COLUMBUS OH 43211 Single Fam Primary H Purchase
0073814182 JUNE PINTCHIK 26 DUKE DRIVE EAST HAMPTO NY 11937 Single Fam Primary H Purchase
0073814292 FRANK A J CATANZARO 9255 RANCHO HILLS DRIVE GILROY CA-N 95020 Single Fam Primary H Purchase
0073815055 DAVID W FOSTER 16672 SEQUOIA STREET FOUNTAIN VA CA-S 92708 Single Fam Primary H Purchase
0073815262 DANILO C CABANAYAN 34189 FINNIGAN TERRACE FREMONT CA-N 94536 Single Fam Primary H Purchase
0073815534 NORMAN SHIRAISHI 4834 TAMPICO WAY SAN JOSE CA-N 95126 Single Fam Primary H Purchase
0073815615 JEANNE F WONG 920 KEARNEY STREET EL CERRITO CA-N 94530 Single Fam Primary H Refinanc
0073815725 PHILIP M WEISS 2 BROOKFIELD ROAD DOVER MA 02030 Single Fam Primary H Cash Out
0073815754 LORRAINE M JUDKIN 1613 N. DUKELAND BALTIMORE MD 21216 Townhouse Primary H Purchase
0073816009 RUSSELL G HOGYA 1900 S STREET NW 3 WASHINGTON DC 20009 Condo Investmen Cash Out
0073816371 DOUGLAS D'AMICO 333 VIA NANCITA ENCINITAS CA-S 92024 Single Fam Primary H Purchase
0073816766 SANDOR PASKIN 18 S ARLENE DR. WEST LONGBR NJ 07764 Single Fam Primary H Refinanc
0073816821 ROBERT M BENNETT, JR 4602 SOMERSET LANE ELLICOTT CI MD 21043 Single Fam Primary H Purchase
0073817037 ALEX RUTSTEIN 4927 NEBRASKA AVENUE NW WASHINGTON DC 20008 Single Fam Second Ho Purchase
0073817574 MARK ALLEN LAW 2065 PHALAROPE COURT COSTA MESA CA-S 92626 Single Fam Primary H Refinanc
0073817587 FREDERICK SMITH 9503 WHEATLAND AVENUE SUNLAND CA-S 91040 Single Fam Primary H Refinanc
0073817891 IDA WALLACE 1537 WILSON AVENUE COLUMBUS OH 43207 Single Fam Primary H Purchase
0073818007 JIMMIE DRUMMOND 3307 DUNWOOD RIDGE COUR BOWIE MD 20715 PUD Primary H Purchase
0073818094 DAVID AGUIAR 17677 BUTI PARK COURT CASTRO VALL CA-N 94546 Single Fam Primary H Purchase
0073818256 GARY E BROWN 238 AUGUSTINE DRIVE MARTINEZ CA-N 94553 Single Fam Primary H Refinanc
0073818366 SHAYNE A WALTERS 16 CORALWIND LAGUNA HILL CA-S 92656 Single Fam Primary H Cash Out
0073819116 GEORGE J MATHEOS 1001 UNIT5L ST PAUL BALTIMORE MD 21202 Condo Investmen Purchase
0073819598 VINCENT SCANDURA 11 MICHELE LANE HAUPPAUGE NY 11788 Single Fam Primary H Refinanc
0073820134 PETER E ARCHIBALD 1109 NEPTUNE PLACE ANNAPOLIS MD 21401 Single Fam Primary H Refinanc
0073820273 RICHARD J GONZALEZ 40 SALEM LANE EVANSTON IL 60203 Single Fam Primary H Purchase
0073820493 DAVID S MINIER 15524 INDIANOLA DR ROCKVILLE MD 20855 PUD Primary H Purchase
0073820587 MICHAEL J ENCINAS 9261 ELBEN AVENUE SUN VALLEY CA-S 91352 Single Fam Primary H Refinanc
0073820707 JOHN GULASH 201 ALGONQUIN RD FAIRFIELD CT 06430 Single Fam Primary H Cash Out
0073821023 SAMUEL P RALABATE 16 DOUGLAS LANE NEW FAIRFIE CT 06812 Single Fam Primary H Purchase
0073821421 ALAR A MIKK 5493 BARNARD STREET SIMI VALLEY CA-S 93063 Single Fam Primary H Cash Out
0073821434 DANNY M FIDLER 2525 LAS AMIGAS RD. NAPA CA-N 94558 Single Fam Primary H Cash Out
0073821489 MIGUEL LIMON 3550 RIVERSIDE DRIVW CHINO CA-S 91710 Single Fam Primary H Purchase
0073821858 ROLAND L SCHRIEVER 4300 NW 63RD AVE CORAL SPRIN FL 33067 Single Fam Primary H Refinanc
0073821926 WILLIAM G MC LELLAN 10004 SHILOH AVE WHITTIER CA-S 90603 Single Fam Primary H Purchase
0073822158 JULIUS F BRIDGES JR 10750 SANTA ROSA DR BOCA RATON FL 33498 PUD Primary H Refinanc
0073822462 MARY M ANGELICA 1838 N HALSTED #5 CHICAGO IL 60614 Condo Primary H Purchase
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
264,600 251,719.32 85.770 10.25 360 279 1990-03-01 2020-02-01 1996-10-01
76,500 70,410.16 82.070 9.25 360 259 1988-07-01 2018-06-01 1996-10-01
213,200 195,331.48 73.340 9.50 360 300 1991-12-01 2021-11-01 1996-11-01
249,000 239,111.50 72.150 8.88 360 305 1992-05-01 2022-04-01 1996-10-01
315,000 301,093.02 70.130 11.00 360 279 1990-03-01 2020-02-01 1996-10-01
244,800 231,798.63 85.390 8.75 360 310 1992-10-01 2022-09-01 1996-10-01
17,400 12,428.35 75.720 16.75 360 189 1982-09-01 2012-08-01 1996-10-01
279,900 252,576.84 72.380 8.88 360 263 1988-11-01 2018-10-01 1996-10-01
37,050 36,434.57 91.200 9.38 360 338 1995-02-01 2025-01-01 1996-10-01
500,000 465,670.49 64.380 8.63 360 273 1989-09-01 2019-08-01 1996-10-01
268,700 252,821.56 75.400 9.38 360 276 1989-12-01 2019-11-01 1996-10-01
236,000 227,110.49 63.900 9.38 360 301 1992-01-01 2021-12-01 1996-10-01
276,750 262,132.25 75.900 10.63 360 274 1989-10-01 2019-09-01 1996-10-01
264,000 244,922.94 74.380 10.00 360 275 1989-11-01 2019-10-01 1996-10-01
256,000 239,659.23 75.050 10.38 360 262 1988-10-01 2018-09-01 1996-10-01
427,000 400,593.28 54.250 8.88 360 303 1992-03-01 2022-02-01 1996-10-01
36,500 35,964.53 88.270 8.88 360 336 1994-12-01 2024-11-01 1996-10-01
71,000 67,626.82 63.310 10.00 360 286 1990-10-01 2020-09-01 1996-10-01
284,000 271,084.73 76.500 9.50 360 291 1991-03-01 2021-02-01 1996-10-01
338,400 281,282.69 66.890 10.63 360 285 1990-09-01 2020-08-01 1996-10-01
281,600 254,419.03 68.860 8.88 360 288 1990-12-01 2020-11-01 1996-10-01
235,000 222,590.91 68.400 8.75 360 305 1992-05-01 2022-04-01 1996-11-01
296,250 284,513.35 72.160 8.75 360 304 1992-04-01 2022-03-01 1996-10-01
217,000 210,117.09 66.810 8.75 360 314 1993-02-01 2023-01-01 1996-10-01
61,650 60,797.86 93.670 9.00 360 337 1995-01-01 2024-12-01 1996-11-01
300,000 290,100.03 86.350 9.38 360 307 1992-07-01 2022-06-01 1996-10-01
232,800 224,095.10 77.140 9.13 360 305 1992-05-01 2022-04-01 1996-10-01
280,500 269,365.32 81.770 8.63 360 305 1992-05-01 2022-04-01 1996-10-01
232,000 215,943.70 74.630 11.38 360 268 1989-04-01 2019-03-01 1996-10-01
45,000 36,792.96 77.920 10.88 360 197 1983-05-01 2013-04-01 1996-10-01
262,500 230,488.49 66.180 8.75 360 305 1992-05-01 2022-04-01 1996-10-01
235,000 221,187.34 79.130 8.75 360 305 1992-05-01 2022-04-01 1996-11-01
241,200 232,864.67 87.030 9.25 360 306 1992-06-01 2022-05-01 1996-10-01
238,400 229,231.81 86.330 8.63 360 308 1992-08-01 2022-07-01 1996-10-01
236,250 228,937.39 72.800 8.88 360 314 1993-02-01 2023-01-01 1996-10-01
620,000 597,022.51 66.450 8.75 360 307 1992-07-01 2022-06-01 1996-10-01
283,500 273,139.22 86.860 9.00 360 306 1992-06-01 2022-05-01 1996-10-01
228,750 217,280.12 71.360 10.38 360 276 1989-12-01 2019-11-01 1996-10-01
222,000 209,176.78 69.870 8.88 360 286 1990-10-01 2020-09-01 1996-10-01
240,000 223,120.90 69.930 10.63 360 274 1989-10-01 2019-09-01 1996-11-01
216,500 204,772.55 68.610 8.63 360 306 1992-06-01 2022-05-01 1996-10-01
228,000 215,932.22 75.900 10.25 360 274 1989-10-01 2019-09-01 1996-10-01
230,000 221,407.10 86.300 8.88 360 306 1992-06-01 2022-05-01 1996-10-01
220,000 208,614.29 75.930 10.00 360 278 1990-02-01 2020-01-01 1996-11-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073822899 JOHN A GATEAU JR 10627 SHIFTING SANDS OCEAN CITY MD 21842 Single Fam Primary H Refinanc
0073823050 SUSAN L MOONEY 2690 LEMON DR SIMI VALLY CA-S 93063 Single Fam Primary H Refinanc
0073823160 ROGER W CARPENTER 1690 SAEFERN WAY ANNAPOLIS MD 21401 Single Fam Primary H Refinanc
0073823843 WILLIAM M HENSLEY 25 PACIFIC CREST LAGUNA NIGU CA-S 92677 Single Fam Primary H Cash Out
0073823911 NICHOLAS WADE 954 E 18TH COLUMBUS OH 43211 Single Fam Primary H Purchase
0073823924 JIAN-JONG LEE 849 N STREAMVIEW ST WALNUT CA-S 91789 Single Fam Primary H Purchase
0073823982 ROBERT D GUNNOUD 209 GRANDVIEW ROAD SOUTHBURY CT 06488 Single Fam Primary H Purchase
0073824114 ROBERT TOBACK 11257 SHADY GLEN DRIV JACKSONVILL FL 32223 Single Fam Second Ho Purchase
0073824279 LAWRENCE FELDER 10264 SHIRE OAKS LANE BOCA RATON FL 33498 PUD Second Ho Refinanc
0073824402 OTHELL GUNTER 1527 NORTH SMALLWOOD ST BALTIMORE MD 21216 Townhouse Primary H Purchase
0073825029 MICHAEL BOUROS 18 DOOLITTLE ST BRENTWOOD NY 11717 Single Fam Investmen Refinanc
0073825074 CHARLES E SMITH 75 CARRIAGE HILL DRIVE COLTS NECK NJ 07722 Single Fam Primary H Refinanc
0073825388 PAUL JAMES STAVISH J 556 DRYWELL ROAD BOULDER CRE CA-N 95006 Single Fam Primary H Purchase
0073825579 FRED P DELGLEIZE 6112 PALISADE DRIVE HUNTINGTON CA-S 92647 Single Fam Primary H Refinanc
0073825799 JOE A BALTERO JR 3906 FAIRFAX WAY SOUTH SAN F CA-N 94080 Single Fam Primary H Refinanc
0073825922 ERIC W BENTLEY 21615 WISTERLY CT SAUGUS CA-S 91350 Single Fam Primary H Purchase
0073826468 MICHAEL I KATZ 880 MANDALAY BCH RD OXNARD CA-S 93035 Single Fam Primary H Purchase
0073827001 TIMOTHY D O'BRIEN 2901 HUNTWICK COURT RICHMOND VA 23233 PUD Investmen Purchase
0073827263 ROBERT GARVEY 457 MOUNT STREET RICHMOND CA-N 94805 Single Fam Primary H Purchase
0073827399 LOUISE E QUIROLO 5 RAYNOR AVENUE MT VERNON NY 10552 Single Fam Primary H Refinanc
0073827629 PAUL E DONNELLY 825 W 57TH ST KANSA CITY MO 64113 Single Fam Primary H Purchase
0073827645 STEVEN R SCHULZ 10033 CANTERBURY FARMS ST LOUIS MO 63128 Single Fam Primary H Purchase
0073827658 KENNETH L COOPER 26 SOUND BEACH AVE OLD GREENWI CT 06870 Single Fam Primary H Refinanc
0073827852 BRUCE M DERBY 11650 N W 4TH STREET PLANTATION FL 33325 Single Fam Primary H Refinanc
0073827933 LAURA IERVOLINO 12 ARCADIA DR DIX HILLS NY 11746 Single Fam Primary H Purchase
0073828369 WILLIAM PETER FRIO 9 SARRACENIA RANCO SANTA CA-S 92688 Single Fam Primary H Refinanc
0073828385 JOHN M MILLER 5506 FARRALONE AVE WOODLAND HI CA-S 91364 Single Fam Primary H Cash Out
0073828518 THOMAS P SCOTT 2010 LORRAINE AVENUE MCLEAN VA 22101 Single Fam Primary H Refinanc
0073828628 WILLIAM C TALMADGE 203 N VIEW TERRACE ALEXANDRIA VA 22301 Single Fam Primary H Refinanc
0073829038 FRANK J O'CONNELL JR 9507 BRIAN JAC LANE GREAT FALLS VA 22066 Single Fam Primary H Refinanc
0073829177 JOSE CAMARAZA 831 N ADLENA DRIVE FULLERTON CA-S 92633 Single Fam Primary H Refinanc
0073829290 RAYMOND P WEISS 1323 N SUTTON PLACE CHICAGO IL 60610 Single Fam Primary H Refinanc
0073829685 EVAN NEIL LANDIS 1067 TENNYSON PLACE ATLANTA GA 30319 Single Fam Primary H Refinanc
0073829876 LAWRENCE L TOBIN 12544 ADDISON STREET NORTH HOLLY CA-S 91607 Single Fam Primary H Refinanc
0073830522 RUSSELL G BECKNER 75-850 OSAGE TRAILS INDIAN WELL CA-S 92210 Single Fam Primary H Purchase
0073831136 MARGERY R JOHNSON 210 LAKE SHORE DR. MICHIGAN CI IN 46360 Single Fam Second Ho Purchase
0073831220 JAMES KATON GRAY 2508 NORTH QUEBEC ST ARLINGTON VA 22207 Single Fam Primary H Refinanc
0073831408 KEITH D MCDIFFITT 1381 BRIARWOOD AVENUE COLUMBUS OH 43211 Single Fam Primary H Purchase
0073831576 DIANNE L GROVES 8125 SHAWNEE RUN ROAD CINCINNATI OH 45243 Single Fam Primary H Refinanc
0073831725 RODNEY H GLOVER 4901 RODMAN STREET N W WASHINGTON DC 20016 Single Fam Primary H Refinanc
0073831738 MICHAEL L WESLEY 15007 SACRED LANE CENTREVILLE VA 22020 Single Fam Primary H Refinanc
0073831741 BRUCE D VERNER 1001 ST PAUL ST #11A BALTIMORE MD 21201 Condo Investmen Purchase
0073831806 MICHAEL J GARDINER 5 KRISTIN LANE CANTON MA 02021 Single Fam Primary H Purchase
0073832041 JEFFREY K TAO 205 SEGOVIA AVE. SAN GABRIEL CA-S 91775 Single Fam Primary H Refinanc
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
252,000 238,999.15 69.400 10.38 360 277 1990-01-01 2019-12-01 1996-10-01
239,000 229,476.88 75.860 9.25 360 301 1992-01-01 2021-12-01 1996-10-01
272,000 261,377.79 68.010 8.88 360 304 1992-04-01 2022-03-01 1996-10-01
382,000 330,405.46 65.720 9.00 360 301 1992-01-01 2021-12-01 1996-10-01
34,500 34,096.15 89.830 9.63 360 338 1995-02-01 2025-01-01 1996-10-01
212,000 195,962.87 68.910 11.00 360 264 1988-12-01 2018-11-01 1996-10-01
236,000 228,211.41 77.480 9.13 360 309 1992-09-01 2022-08-01 1996-10-01
48,950 44,378.71 81.830 11.13 360 211 1984-07-01 2014-06-01 1996-10-01
250,000 241,754.21 61.250 9.50 360 306 1992-06-01 2022-05-01 1996-10-01
47,500 46,882.69 85.350 9.25 360 337 1995-01-01 2024-12-01 1996-10-01
65,000 60,147.88 60.280 11.13 360 280 1990-04-01 2020-03-01 1996-10-01
300,000 254,413.32 64.780 8.88 360 262 1988-10-01 2018-09-01 1996-10-01
245,000 233,927.30 71.000 10.38 360 282 1990-06-01 2020-05-01 1996-10-01
264,000 253,195.01 72.100 9.13 360 302 1992-02-01 2022-01-01 1996-10-01
212,000 203,845.08 77.050 9.38 360 300 1991-12-01 2021-11-01 1996-10-01
216,000 209,063.47 87.250 8.75 360 313 1993-01-01 2022-12-01 1996-10-01
412,000 389,886.88 64.040 9.45 360 278 1990-02-01 2020-01-01 1996-10-01
221,600 209,887.90 75.920 9.00 360 301 1992-01-01 2021-12-01 1996-10-01
225,000 205,564.65 82.470 9.38 360 280 1990-04-01 2020-03-01 1996-10-01
235,000 224,747.57 78.190 9.38 360 300 1991-12-01 2021-11-01 1996-10-01
256,950 246,199.60 86.240 8.63 360 303 1992-03-01 2022-02-01 1996-10-01
230,000 218,417.74 81.640 10.25 360 277 1990-01-01 2019-12-01 1996-10-01
251,000 239,337.94 72.660 9.13 360 306 1992-06-01 2022-05-01 1996-10-01
298,000 266,580.77 71.210 8.88 360 304 1992-04-01 2022-03-01 1996-10-01
159,900 148,936.49 73.820 9.40 360 265 1989-01-01 2018-12-01 1996-10-01
230,000 217,687.02 66.090 10.25 360 275 1989-11-01 2019-10-01 1996-10-01
295,000 280,989.85 68.650 10.00 360 283 1990-07-01 2020-06-01 1996-10-01
285,000 273,975.24 73.190 8.88 360 305 1992-05-01 2022-04-01 1996-10-01
319,200 307,099.58 77.100 8.75 360 307 1992-07-01 2022-06-01 1996-10-01
240,000 231,124.94 48.230 9.13 360 304 1992-04-01 2022-03-01 1996-10-01
253,000 240,620.80 65.150 10.13 360 280 1990-04-01 2020-03-01 1996-10-01
229,000 220,003.35 57.240 8.88 360 304 1992-04-01 2022-03-01 1996-10-01
261,000 251,144.61 85.280 9.00 360 305 1992-05-01 2022-04-01 1996-10-01
712,500 565,555.55 59.690 9.00 360 304 1992-04-01 2022-03-01 1996-11-01
367,200 349,208.92 76.050 10.50 360 276 1989-12-01 2019-11-01 1996-10-01
114,750 109,918.89 81.550 10.50 360 286 1990-10-01 2020-09-01 1996-10-01
235,000 227,995.95 65.250 8.88 360 315 1993-03-01 2023-02-01 1996-10-01
40,700 36,418.29 85.050 8.88 360 335 1994-11-01 2024-10-01 1996-11-01
210,000 198,758.41 68.660 10.00 360 277 1990-01-01 2019-12-01 1996-10-01
408,000 395,550.65 77.690 8.75 360 315 1993-03-01 2023-02-01 1996-10-01
223,250 206,403.73 70.010 8.88 360 275 1989-11-01 2019-10-01 1996-10-01
24,600 21,686.11 83.890 11.00 360 207 1984-03-01 2014-02-01 1996-11-01
229,500 215,132.55 84.550 8.88 360 304 1992-04-01 2022-03-01 1996-10-01
228,000 220,296.87 71.180 9.13 360 308 1992-08-01 2022-07-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073832119 MARGARET BREWSTER 1925 MINNESOTA AVENUE COLUMBUS OH 43211 Single Fam Primary H Purchase
0073832449 GEORGE W STONE 617 E STONE WHEEL CT MILLERSVILL MD 21108 Townhouse Investmen Purchase
0073832740 DOUGLAS HANSEN 26002 CHARING CROSS RD SANTA CLARI CA-S 91355 Single Fam Primary H Cash Out
0073832779 RICHARD D PORTER 3516 WENTWORTH DRIVE FALLS CHURC VA 22044 Single Fam Primary H Refinanc
0073832847 R WINFIELD RAYNOR 1293 MARION AVENUE SOUTHINGTON CT 06489 Single Fam Primary H Purchase
0073833105 JOSEPH P MURPHY 20 HICKORY MEADOW ROAD COCKEYSVILL MD 21030 Single Fam Primary H Refinanc
0073833163 CLYDE F KING 9811 PETERS COURT FOUNTAIN VA CA-S 92708 PUD Primary H Purchase
0073833192 BARBARA D HUNTER 1790 STONE DRIVE HUNTINGTOWN MD 20639 Single Fam Primary H Purchase
0073833228 SHAUN D SPENCER 81 RIVER ROAD PASADENA MD 21122 Single Fam Primary H Purchase
0073833804 CLEVE B MOLER 62 RUSSETT HILL ROAD SHERBORN MA 01770 Single Fam Primary H Purchase
0073834159 MICHAEL WILBUR 13861 CLAREMONT STREE WESTMINSTER CA-S 92683 Single Fam Primary H Purchase
0073834298 WILLIAM L STRAUSS 947 AUGUSTA DR MORAGA CA-N 94556 Single Fam Primary H Refinanc
0073834421 JACK L PICKLE 27656 BAHAMONDE MISSION VIE CA-S 92692 PUD Primary H Refinanc
0073834586 WILLIAM G DENBO 9440 FLOWERDEN LANE MANASSAS VA 22110 Single Fam Primary H Purchase
0073835446 JAMES S LYON 26705 BARONET MISSION VIE CA-S 92692 Single Fam Primary H Refinanc
0073835514 TERESITA G CARPINA 1101 ST PAUL ST #608 BALTIMORE MD 21202 Condo Investmen Purchase
0073835802 PHILIP K S WONG 3642 GILBERT CT SO SAN FRAN CA-N 94080 Single Fam Primary H Purchase
0073836241 THOMAS M FERGUSON 418 SEASPRAY AVENUE PALM BEACH FL 33480 2 Family Primary H Refinanc
0073836319 GURMEET S BHATHAL 21811 JOHNSTONE DRIVE LAKE FOREST CA-S 92630 PUD Primary H Refinanc
0073836539 HELEN B TURANO 20 SKIPPER LANE BRICK TOWN NJ 08724 Single Fam Primary H Purchase
0073836856 IRENE M WRABEC 11217 BURTON SUGAR CREEK MO 64054 Single Fam Investmen Purchase
0073836908 ROBERT J ROULAND 4813 WOODSHIRE GARTH ELLICOTT CI MD 21043 PUD Primary H Purchase
0073837198 JOAN F TRAYNHAM 3818 CHESAPEAKE AVE HAMPTON VA 23669 Single Fam Primary H Refinanc
0073837732 TERRY E FREEMAN 1409 E 82 STREET KANSAS CITY MO 64113 Single Fam Primary H Purchase
0073838388 DANIEL ILKO 1387 CORONA VISTA BONITA CA-S 92003 Single Fam Primary H Refinanc
0073838469 ROBERT R HOLE 59 LOST VALLEY DRIVE ORINDA CA-N 94563 Single Fam Primary H Refinanc
0073838702 JOHN F LEHNER 673 MARY EVELYN DRIVE SAN JOSE CA-N 95123 Single Fam Primary H Refinanc
0073838951 JAMES FACKLER 1001 ST PAUL ST 10D BALTIMORE MD 21205 Condo Investmen Purchase
0073839361 JOSEPH J TRENTO TANGLEWOOD HAPP FRONT ROYAL VA 22630 Single Fam Primary H Cash Out
0073839387 DEBORAH F SMITH 15 HIGHLAND AVE WINCHESTER MA 01890 Single Fam Primary H Purchase
0073839633 ROBERTO R RUIZ 1988 W HANCOCK HOFFMAN EST IL 60195 Single Fam Primary H Purchase
0073839905 STEVEN H HAMMOND 13 CLEARY LANE WINDSOR CT 06095 Single Fam Primary H Purchase
0073839950 MARTIN S PRENSKE 94 STERLING RD HARRISON NY 10528 Single Fam Primary H Refinanc
0073840020 CONSTANTINOS P TSAGO 8360 GREENSBORO DR MCLEAN VA 22102 Condo Primary H Purchase
0073840279 WESLEY C HARRIS 15007 18TH AVENUE SE MILL CREEK WA 98012 Single Fam Primary H Refinanc
0073840318 DAVID A WALLACE 1070 HOMESTEAD AVENUE WALNUT CREE CA-N 94598 Single Fam Primary H Refinanc
0073840350 H JAMES GAGNE 2919 MARY LANE ESCONDIDO CA-S 92025 Single Fam Primary H Refinanc
0073841029 H G SEARLE 1034 BARBERRY CT ELGIN IL 60120 PUD Primary H Purchase
0073841032 RANDALL R BOVBJERG 3644 KANAWHA STREET, N WASHINGTON DC 20015 Single Fam Primary H Refinanc
0073841113 SUSAN D ROLLER 48 VISTA DEL MAR DANA POINT CA-S 92629 Condo Primary H Purchase
0073841223 DERRICK S DENNIS 8038 PEBBLE CREEK LN W PONTE VEDRA FL 32082 PUD Primary H Refinanc
0073841388 LINO M LAPENNA 110 FOREST COTONSVILLE MD 21228 Single Fam Primary H Cash Out
0073841469 LEWIS H HAMNER 905 AMSTERDAM AVENUE ATLANTA GA 30306 Single Fam Primary H Purchase
0073841799 ROBERT J RASK 1212 DAVIS WOOD DRIVE MCCLAIN VA 22102 Single Fam Primary H Refinanc
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
27,550 27,108.78 93.610 8.88 360 334 1994-10-01 2024-09-01 1996-10-01
48,000 45,360.35 44.120 9.75 360 277 1990-01-01 2019-12-01 1996-10-01
525,000 497,665.98 65.600 10.25 360 275 1989-11-01 2019-10-01 1996-10-01
395,350 379,758.10 63.400 9.13 360 301 1992-01-01 2021-12-01 1996-10-01
292,000 278,559.32 76.390 8.88 360 308 1992-08-01 2022-07-01 1996-11-01
215,500 206,751.19 73.960 8.75 360 320 1993-08-01 2023-07-01 1996-10-01
261,000 248,408.88 85.800 10.50 360 277 1990-01-01 2019-12-01 1996-10-01
304,000 292,733.54 73.220 8.75 360 307 1992-07-01 2022-06-01 1996-10-01
213,600 202,579.14 75.160 10.25 360 276 1989-12-01 2019-11-01 1996-10-01
355,200 339,767.69 76.670 8.75 360 303 1992-03-01 2022-02-01 1996-10-01
306,000 292,780.01 84.390 10.63 360 282 1990-06-01 2020-05-01 1996-10-01
315,000 261,898.20 51.100 8.88 360 305 1992-05-01 2022-04-01 1996-11-01
228,600 217,410.12 85.730 8.88 360 321 1993-09-01 2023-08-01 1996-10-01
212,000 198,666.38 71.880 8.88 360 276 1989-12-01 2019-11-01 1996-10-01
224,000 207,875.27 64.710 10.50 360 279 1990-03-01 2020-02-01 1996-10-01
49,200 44,255.93 85.350 11.88 360 210 1984-06-01 2014-05-01 1996-10-01
202,500 192,795.61 71.530 10.63 360 276 1989-12-01 2019-11-01 1996-10-01
450,000 436,237.06 68.270 8.88 360 314 1993-02-01 2023-01-01 1996-10-01
225,000 217,409.71 60.820 9.50 360 305 1992-05-01 2022-04-01 1996-10-01
80,000 70,056.14 68.250 8.63 360 256 1988-04-01 2018-03-01 1996-10-01
40,800 38,749.38 76.110 10.38 360 280 1990-04-01 2020-03-01 1996-10-01
272,900 261,497.62 85.330 9.25 360 299 1991-11-01 2021-10-01 1996-10-01
210,700 204,053.74 59.240 8.75 360 314 1993-02-01 2023-01-01 1996-10-01
31,500 26,388.56 61.680 9.00 360 247 1987-07-01 2017-06-01 1996-10-01
390,000 352,713.38 59.000 8.63 360 310 1992-10-01 2022-09-01 1996-10-01
277,850 268,944.47 59.870 8.63 360 314 1993-02-01 2023-01-01 1996-10-01
247,500 239,567.30 87.260 8.63 360 314 1993-02-01 2023-01-01 1996-10-01
39,800 34,451.40 82.370 11.00 360 208 1984-04-01 2014-03-01 1996-10-01
284,000 266,642.78 66.790 9.38 360 285 1990-09-01 2020-08-01 1996-10-01
229,000 221,085.83 86.840 9.25 360 306 1992-06-01 2022-05-01 1996-10-01
33,200 22,102.26 60.170 9.00 360 127 1977-07-01 2007-06-01 1996-11-01
209,475 203,498.69 86.730 8.88 360 319 1993-07-01 2023-06-01 1996-10-01
300,000 287,791.61 57.660 8.63 360 304 1992-04-01 2022-03-01 1996-10-01
122,500 115,694.78 66.240 9.50 360 279 1990-03-01 2020-02-01 1996-10-01
213,750 205,282.73 72.160 8.63 360 309 1992-09-01 2022-08-01 1996-10-01
210,000 201,437.63 76.730 9.13 360 300 1991-12-01 2021-11-01 1996-10-01
232,500 219,876.17 71.070 9.45 360 279 1990-03-01 2020-02-01 1996-10-01
211,650 196,503.90 83.920 10.00 360 290 1991-02-01 2021-01-01 1996-10-01
284,000 274,723.47 77.520 8.75 360 313 1993-01-01 2022-12-01 1996-10-01
204,700 195,169.10 75.190 10.50 360 279 1990-03-01 2020-02-01 1996-11-01
368,000 352,880.94 55.230 8.75 360 316 1993-04-01 2023-03-01 1996-10-01
116,000 34,923.53 16.700 10.00 360 126 1977-06-01 2007-05-01 1996-11-01
272,800 261,756.92 74.920 8.75 360 303 1992-03-01 2022-02-01 1996-11-01
233,750 224,690.49 30.420 8.75 360 305 1992-05-01 2022-04-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073841854 JAMES R COOK 9 ABERDEEN IRVINE CA-S 92720 Single Fam Primary H Refinanc
0073842206 GRAHAM H HAYWOOD 303 WHISPERING OAKS LAN DAVIDSONVIL MD 21035 Single Fam Primary H Purchase
0073842316 ALFRED J LAZARUS 1409 S WILLOW BUD DRIVE DIAMOND BAR CA-S 91789 Single Fam Primary H Refinanc
0073842442 ROBERT DENNIS HARPOO 34 HICKORY HILLS LITTLE ROCK AR 72212 Single Fam Primary H Purchase
0073842507 JOHN M FULLER 10207 E 67TH STREET RAYTOWN MO 64133 2 Family Second Ho Purchase
0073842646 PETER F CIPARELLI 15 ELLSWORTH LANE ELLINGTON CT 06029 Single Fam Primary H Refinanc
0073842853 JOHN T HOHN 111 QUARRY COURT SANTA CRUZ CA-N 95060 Single Fam Primary H Cash Out
0073842992 BRIAN E DOLL 842 WHANN AVE MCLEAN VA 22101 Single Fam Primary H Purchase
0073843124 PHILLIP J GWINNUP 1172 WILLOWHAVEN DR SAN JOSE CA-N 95126 Single Fam Primary H Purchase
0073843302 DONALD L ELEY 2799 ASHTONLEE CT NAPERVILLE IL 60565 Single Fam Primary H Refinanc
0073843467 MARK A DUFF 6443 COACH HOUSE RD LISLE IL 60532 Single Fam Primary H Purchase
0073843483 WARREN M NICHOLSON 3828 MUDDY CREEK ROAD EDGEWATER MD 21037 Single Fam Primary H Purchase
0073843690 FREDERICK PETERS JR 40 HILLTOP DRIVEE SHELTON CT 06484 Single Fam Primary H Refinanc
0073844107 RICHARD VAN GEMERT 47 60TH STREET LONG BEACH CA-S 90803 Single Fam Primary H Refinanc
0073844220 WILLIAM A WEEKS 2577 CAMINO NARCISO ALPINE CA-S 91901 Single Fam Primary H Refinanc
0073844301 PATRICIA LEIGH TRIVE 511 FOREST STREET OAKLAND CA-N 94618 Single Fam Primary H Refinanc
0073844657 FELICIA BULLOCK 3009 CHESTERFIELD AVENU BALTIMORE MD 21213 Townhouse Primary H Purchase
0073844712 JAMES S MORRIS 16 CASTAWAY TRAIL MOORESVILLE NC 28115 Single Fam Primary H Refinanc
0073844958 DAVID V FERRARI 1952 SYCAMORE GLEN SAN JOSE CA-N 95125 Single Fam Primary H Purchase
0073845180 GEORGE C BLASE 8112 RIVERSIDE DR PASADENA MD 21122 Single Fam Primary H Refinanc
0073845562 ROGELIO A BALABIS 1182 COURT LANE CONCORD CA-N 94518 Single Fam Primary H Cash Out
0073846367 STEPHEN L BLACKBURN 12301 SCOTCH BONNET RESTON VA. VA 22091 Single Fam Investmen Purchase
0073846480 FRANKLIN G GRAVETT 20452 SEVEN SEAS LANE HUNTINGTON CA-S 92646 Single Fam Primary H Refinanc
0073846707 ANTHONY J PINA 28151 VIA RUEDA SAN JUAN CA CA-S 92675 Single Fam Primary H Refinanc
0073847298 MELISSA B WOODFORK 1827 WYTON COURT COLUMBUS OH 43227 Single Fam Primary H Purchase
0073847463 JAMES L BRADLEY 591 RIDGE RD WETHERSFIEL CT 06109 Single Fam Primary H Refinanc
0073847612 BERRY MCFARLIN 15308 JENNINGS LANE UPPER MARLB MD 20772 PUD Primary H Purchase
0073847913 NORMAN REDDEN 8232 S COLFAX AVENUE CHICAGO, IL 60617 Single Fam Primary H Purchase
0073848475 KENNETH WAUGH 4620 CHERRY VALLEY DRIV ROCKVILLE MD 20853 Single Fam Primary H Refinanc
0073849306 HENRY H LEITNER 32 MT PLEASANT ST CAMBRIDGE MA 02140 Single Fam Primary H Cash Out
0073849474 JOHN G BOYTOR 541 WALTER AVENUE NEWBERRY PA CA-S 91320 Single Fam Primary H Cash Out
0073849539 DENNIS FRANKLE 5500 HOLMES RUN PARK ALEXANDRIA VA 22304 Condo Investmen Purchase
0073849568 GLORIA J ALSTON 430 NORTH ROBINSON STRE BALTIMORE MD 21224 Single Fam Primary H Purchase
0073849584 GHANSHYAM C GAJJAR 43979 S MORAY STREET FREMONT CA-N 94539 Single Fam Primary H Refinanc
0073849759 PAUL GROSSMAN 105 PORPOISE BAY RR DAYTONA BEA FL 33908 Condo Investmen Purchase
0073850081 JOSEPH M NERI 2726 GREENWICH STREE SAN FRANCIS CA-N 94123 2 Family Primary H Refinanc
0073850489 PAUL R STANLEY 4925 VIA PRIMARIA YORBA LINDA CA-S 92686 Single Fam Primary H Refinanc
0073850890 STEPHEN SHUR-SHIANG 2515 K STREET NW WASHINGTON DC 20037 Condo Investmen Purchase
0073851446 JOHN K STEPHENS 701 BURGESS HILL ROAD NAPERVILLE IL 60565 Single Fam Primary H Refinanc
0073851983 GEORGE V DUCZAK 4 CREEKSIDE LN BARRINGTON IL 60010 Single Fam Primary H Purchase
0073852047 KEVIN T OMALLEY 240 AMERICAN DRIVE RICHBORO PA 18954 Single Fam Primary H Purchase
0073852461 ROBERT N GILMORE LOT #3 CAMBY CHASE DR. MEDIA PA 19063 Single Fam Investmen Purchase
0073852568 ERIC G PRIEBE 5985 UPPER STRAITS W. BLOOMFIE MI 48324 Single Fam Primary H Refinanc
0073853143 JOSEPH H CHIANG 6672 E LEAFWOOD DR ANAHEIM CA-S 92807 Single Fam Primary H Purchase
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
243,300 231,910.89 55.970 10.88 360 276 1989-12-01 2019-11-01 1996-10-01
257,000 246,372.18 63.290 8.75 360 302 1992-02-01 2022-01-01 1996-10-01
292,500 274,309.38 70.490 8.88 360 303 1992-03-01 2022-02-01 1996-10-01
388,500 83,824.02 15.300 9.25 360 302 1992-02-01 2022-01-01 1996-10-01
160,000 144,912.67 72.650 9.25 360 246 1987-06-01 2017-05-01 1996-11-01
216,000 204,768.00 85.470 8.63 360 306 1992-06-01 2022-05-01 1996-10-01
258,000 234,247.87 56.600 8.88 360 305 1992-05-01 2022-04-01 1996-10-01
380,000 353,324.45 68.370 8.63 360 272 1989-08-01 2019-07-01 1996-10-01
221,400 210,800.23 85.660 10.38 360 280 1990-04-01 2020-03-01 1996-10-01
239,000 230,750.43 72.690 8.63 360 313 1993-01-01 2022-12-01 1996-10-01
212,800 194,335.43 73.250 8.63 360 262 1988-10-01 2018-09-01 1996-10-01
67,000 49,234.01 45.160 9.50 360 148 1979-04-01 2009-03-01 1996-10-01
260,000 249,490.58 74.610 8.88 360 302 1992-02-01 2022-01-01 1996-10-01
438,750 365,681.30 54.480 9.00 360 314 1993-02-01 2023-01-01 1996-11-01
216,000 209,448.75 77.700 9.00 360 314 1993-02-01 2023-01-01 1996-10-01
225,000 216,286.74 86.650 8.75 360 318 1993-06-01 2023-05-01 1996-10-01
58,400 57,442.02 92.780 8.75 360 334 1994-10-01 2024-09-01 1996-10-01
311,000 299,197.32 76.850 8.88 360 305 1992-05-01 2022-04-01 1996-10-01
395,750 360,850.10 70.900 8.88 360 287 1990-11-01 2020-10-01 1996-10-01
250,000 233,674.84 72.050 9.97 360 261 1988-09-01 2018-08-01 1996-10-01
279,750 269,212.68 72.290 9.38 360 301 1992-01-01 2021-12-01 1996-10-01
36,700 23,403.58 51.390 8.75 360 131 1977-11-01 2007-10-01 1996-10-01
216,000 211,661.06 88.320 9.00 360 332 1994-08-01 2024-07-01 1996-10-01
257,000 243,855.14 69.800 10.38 360 279 1990-03-01 2020-02-01 1996-10-01
59,750 58,952.59 93.690 9.38 360 336 1994-12-01 2024-11-01 1996-10-01
247,000 197,452.52 55.740 9.00 360 301 1992-01-01 2021-12-01 1996-11-01
222,300 210,455.33 75.850 8.88 360 289 1991-01-01 2020-12-01 1996-10-01
60,000 54,963.74 87.350 10.50 360 261 1988-09-01 2018-08-01 1996-10-01
254,600 245,412.41 86.250 8.63 360 320 1993-08-01 2023-07-01 1996-10-01
285,000 273,249.66 70.190 8.88 360 302 1992-02-01 2022-01-01 1996-10-01
242,000 231,596.96 68.220 10.75 360 281 1990-05-01 2020-04-01 1996-10-01
56,500 44,444.85 75.120 10.50 360 168 1980-12-01 2010-11-01 1996-10-01
34,200 33,103.49 85.020 8.75 360 336 1994-12-01 2024-11-01 1996-10-01
260,000 235,391.99 53.890 9.25 360 281 1990-05-01 2020-04-01 1996-10-01
54,100 49,312.14 80.390 10.25 360 240 1986-12-01 2016-11-01 1996-10-01
375,000 360,465.52 45.140 8.75 360 305 1992-05-01 2022-04-01 1996-10-01
355,000 343,499.40 76.460 8.75 360 314 1993-02-01 2023-01-01 1996-10-01
60,700 52,124.17 76.930 11.63 360 190 1982-10-01 2012-09-01 1996-10-01
288,000 277,481.41 77.210 8.63 360 312 1992-12-01 2022-11-01 1996-10-01
300,000 186,913.40 36.360 9.30 360 247 1987-07-01 2017-06-01 1996-10-01
250,000 240,186.14 72.910 9.00 360 306 1992-06-01 2022-05-01 1996-10-01
223,900 204,252.14 73.160 10.38 360 238 1986-10-01 2016-09-01 1996-10-01
550,000 525,656.38 50.140 10.38 360 295 1991-07-01 2021-06-01 1996-10-01
275,250 259,846.95 69.420 10.25 360 272 1989-08-01 2019-07-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073853509 MICHAEL L BARRETT 1001 ST PAUL STREET #9D BALTIMORE MD 21202 Condo Primary H Purchase
0073853774 NEVEN RABADJIJA 8 WILSON ST. WELLESLEY MA 02181 Single Fam Primary H Refinanc
0073854032 LYNNE M MEYER 620 HIGHLANDS COURT ROSWELL GA 30075 PUD Primary H Purchase
0073854333 ZEV HERZ 1498 LITTLE MEADOW ROAD GUILFORD CT 06437 Single Fam Primary H Refinanc
0073854388 ROBERT LIN 8623 MIDLAND PARKWAY JAMAICA EST NY 11432 Single Fam Primary H Purchase
0073854443 GEERT MEYLING 1852 HAMPSHIRE ROAD TUSTIN CA-S 92680 Single Fam Primary H Refinanc
0073854540 VICTORIA T ACIERTO 1537 COUNTRY VISTAS LN BONITA CA-S 92002 Single Fam Primary H Purchase
0073854728 DEBORAH L MORGAN HOW 3340 BAJO COURT CARLSBAD CA-S 92009 Single Fam Primary H Refinanc
0073855714 MARK J BEARBY 5454 TALL OAKS DRIVE LONG GROVE IL 60047 Single Fam Primary H Refinanc
0073855921 JAMES R TURNER 1235 MCBAIN AVENUE CAMPBELL CA-N 95008 Single Fam Primary H Refinanc
0073855989 HOLLY GATEHOUSE 2177 VISTA ENTRADA NEWPORT BEA CA-S 92660 Townhouse Primary H Purchase
0073856056 KENNETH A NELSON 49-398 AVILA DRIVE LAQUINTA CA-S 92253 PUD Primary H Purchase
0073856328 GEORGE A MORETZ 629 PENDLETON LAKE ROAD RALEIGH NC 27614 PUD Primary H Purchase
0073856784 THOMAS WALTER SCOTT 3217 ANNANDALE ROAD FALLS CHURC VA 22042 Single Fam Primary H Cash Out
0073856920 ROBERT TOBACK 4318 S WINDTREE DRIVE JACKSONVILL FL 32223 Single Fam Second Ho Purchase
0073857181 JAMES F SERTL M.D. 1827 S MASON TOWN & COUN MO 63131 Single Fam Primary H Refinanc
0073857288 DARREN A MOORE 3751 SHIRLEY LANE COLUMBUS OH 43228 Single Fam Primary H Purchase
0073857589 BRIAN J BROWNE 1905 BROADWAY ROAD LUTHERVILLE MD 21093 Single Fam Primary H Refinanc
0073858397 SUE E GEORGE 17 BASSWOOD COURT CATONSVILLE MD 21228 Single Fam Primary H Purchase
0073858410 RALPH M LEVY 3236 HUNTINGTON FORT LAUDER FL 33332 PUD Primary H Purchase
0073858766 DAVID J DUBOIS 17301 WAVECREST COURT CORNELIUS NC 28031 Single Fam Primary H Refinanc
0073858782 MARY L CHERRY 955 NW 26TH STREET WASHINGTON DC 20037 Condo Primary H Purchase
0073858850 KEUN WON LEE 1842 CHANTILLY FULLERTON CA-S 92633 Single Fam Primary H Purchase
0073859312 THOMAS J PEDERSEN 23316 LA MAR #B MISSION VIE CA-S 92692 Condo Investmen Refinanc
0073859558 DAVID COMMENDER 2 DANTE STREET LARCHMONT NY 10538 Single Fam Primary H Purchase
0073859914 FREDDIE E WOODWARD J 4474 ROLLING MEADOWS ELLICOTT CI MD 21043 Single Fam Primary H Purchase
0073859972 FRED FAHIMY 24674 PASEO DE TORONT YORBA LINDA CA-S 92686 Single Fam Primary H Purchase
0073860178 CLYDE F MUSE III 171 W BORLAND STREET PICKERINGTO OH 43147 Single Fam Investmen Purchase
0073860356 STEPHEN SHUR-SHIANG 2515 K STREET NW 610 WASHINGTON DC 20037 Condo Investmen Purchase
0073860521 WILLIAM H BOOTH 809 WARREN ROAD LUTZ FL 33549 Single Fam Primary H Refinanc
0073860534 HENRY DIAZ 4300 COURAGEOUS WAKE ALPHARETTA GA 30202 Single Fam Primary H Refinanc
0073860767 MICHAEL ALLEN ROBERT 6070 ROCK SPRINGS ROAD LITHONIA GA 30038 Single Fam Primary H Refinanc
0073860835 MARISSA J MORROW 3802 N.E. 207TH ST # NO. MIAMI B FL 33180 Condo Primary H Purchase
0073860945 BRUCE Y CHA 105 BRICK KILN PLACE CHESHIRE CT 06410 Single Fam Primary H Purchase
0073860987 DENNY C TATE 216 WEXFORD PLACE BURLINGTON NC 27215 Single Fam Primary H Purchase
0073861025 CHERYL A MALONE 635 S OGDEN AVENUE COLUMBUS OH 43204 Single Fam Primary H Purchase
0073861465 KEN STRUMAN 775 CALLE DEL NORTE CAMARILLO CA-S 93010 Single Fam Primary H Refinanc
0073861957 PAUL C ACAIN 16548 WINDSOR AVE WHITTIER CA-S 90603 PUD Primary H Refinanc
0073862833 KISHORE D TOLIA 721 BEAR CREEK CIRCLE WINTER SPRI FL 32708 PUD Primary H Refinanc
0073863007 JONATHAN MILLS RUHE 3915 NORTH WOODSTOCK ST ARLINGTON VA 22207 Single Fam Primary H Refinanc
0073863010 ROBERT F DRUCKER 2215 TEMPERANCE DRIVE PITTSBURGH PA 15237 Single Fam Primary H Purchase
0073863243 ERROL K COX 3013 JENNY LANE WOODBRIDGE VA 22192 Single Fam Primary H Refinanc
0073863816 DAVID L KINCHEN 13825 AVENIDA DE LA LUN JAMUL CA-S 91935 Single Fam Primary H Cash Out
0073863832 JESSIE D MITCHELL 2501 MATTERHORN DR WEXFORD PA 15090 Single Fam Primary H Purchase
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
36,900 32,561.33 84.050 11.00 360 211 1984-07-01 2014-06-01 1996-11-01
231,200 222,631.67 75.600 8.75 360 307 1992-07-01 2022-06-01 1996-10-01
220,900 213,892.14 86.740 8.75 360 314 1993-02-01 2023-01-01 1996-10-01
218,000 210,822.42 76.790 8.75 360 312 1992-12-01 2022-11-01 1996-10-01
300,000 284,059.86 62.820 10.88 360 277 1990-01-01 2019-12-01 1996-10-01
221,000 204,254.06 71.750 8.88 360 286 1990-10-01 2020-09-01 1996-10-01
266,100 251,221.26 70.900 10.25 360 271 1989-07-01 2019-06-01 1996-10-01
230,000 214,535.32 71.670 9.25 360 280 1990-04-01 2020-03-01 1996-10-01
288,000 274,878.67 58.270 8.88 360 305 1992-05-01 2022-04-01 1996-10-01
300,000 286,031.50 70.570 10.50 360 279 1990-03-01 2020-02-01 1996-10-01
337,500 312,438.10 65.810 9.13 360 268 1989-04-01 2019-03-01 1996-10-01
228,000 219,212.03 77.050 9.25 360 301 1992-01-01 2021-12-01 1996-10-01
245,100 224,060.34 64.060 8.63 360 288 1990-12-01 2020-11-01 1996-10-01
350,000 329,055.06 58.360 8.75 360 304 1992-04-01 2022-03-01 1996-10-01
53,900 48,738.76 81.480 11.13 360 211 1984-07-01 2014-06-01 1996-10-01
288,000 277,808.14 46.380 8.75 360 309 1992-09-01 2022-08-01 1996-10-01
49,400 48,675.59 90.260 8.88 360 336 1994-12-01 2024-11-01 1996-10-01
220,000 205,926.32 73.710 8.75 360 305 1992-05-01 2022-04-01 1996-10-01
239,800 230,463.26 85.170 11.13 360 287 1990-11-01 2020-10-01 1996-10-01
300,000 291,059.20 86.760 8.88 360 315 1993-03-01 2023-02-01 1996-10-01
276,000 262,338.50 75.750 8.75 360 315 1993-03-01 2023-02-01 1996-10-01
215,250 198,451.56 69.060 8.88 360 284 1990-08-01 2020-07-01 1996-10-01
249,750 226,949.54 67.320 9.50 360 261 1988-09-01 2018-08-01 1996-10-01
65,900 63,117.97 63.860 9.63 360 296 1991-08-01 2021-07-01 1996-10-01
350,000 326,669.94 64.830 8.63 360 303 1992-03-01 2022-02-01 1996-10-01
215,400 205,992.83 86.170 8.88 360 300 1991-12-01 2021-11-01 1996-10-01
373,450 349,737.40 75.070 10.38 360 274 1989-10-01 2019-09-01 1996-10-01
30,800 29,290.89 74.280 10.50 360 276 1989-12-01 2019-11-01 1996-10-01
57,300 49,203.78 75.970 11.63 360 190 1982-10-01 2012-09-01 1996-10-01
307,500 295,195.49 72.130 8.88 360 303 1992-03-01 2022-02-01 1996-10-01
222,800 214,173.05 76.620 8.88 360 304 1992-04-01 2022-03-01 1996-10-01
227,750 218,611.45 84.230 8.63 360 305 1992-05-01 2022-04-01 1996-10-01
300,000 288,928.47 77.170 8.88 360 319 1993-07-01 2023-06-01 1996-10-01
225,000 215,459.15 78.490 8.88 360 305 1992-05-01 2022-04-01 1996-10-01
228,000 207,737.58 76.060 9.13 360 300 1991-12-01 2021-11-01 1996-11-01
38,900 38,383.40 85.400 9.38 360 336 1994-12-01 2024-11-01 1996-10-01
260,000 249,787.40 48.580 9.25 360 301 1992-01-01 2021-12-01 1996-10-01
224,000 211,307.33 75.620 8.88 360 304 1992-04-01 2022-03-01 1996-10-01
211,000 203,531.99 64.720 8.88 360 308 1992-08-01 2022-07-01 1996-10-01
230,000 222,486.77 69.640 8.63 360 314 1993-02-01 2023-01-01 1996-10-01
247,500 232,598.29 84.750 9.50 360 275 1989-11-01 2019-10-01 1996-10-01
260,000 246,092.82 74.720 8.75 360 304 1992-04-01 2022-03-01 1996-10-01
315,000 302,803.36 57.780 8.88 360 304 1992-04-01 2022-03-01 1996-10-01
300,000 287,974.90 80.580 9.38 360 298 1991-10-01 2021-09-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073864145 JUDITH L FALARO 98 MILLBROOK RD NORTH HAVEN CT 06473 Single Fam Primary H Purchase
0073864226 WILLIAM J DODGE 23 TANGLEWOOD ALISO VIEGO CA-S 92656 Single Fam Primary H Purchase
0073864705 DIMITRI MALLIOS 3204 ELLICOTT ST NW WASHINGTON DC 20008 Single Fam Primary H Refinanc
0073864802 STEVEN C SIEVERS 304 SUTHERLAND COURT DURHAM NC 27712 PUD Primary H Purchase
0073865076 ANTONIO CUSTODIO 20103 BALTAR ST LOS ANGELES CA-S 91306 Single Fam Primary H Purchase
0073865403 RONALD M HALL 1917 PUENTE STREET SAN DIMAS CA-S 91773 Single Fam Primary H Refinanc
0073865487 WILLIAM S OSHINSKY 5606 POLLARD RD BETHESDA MD 20816 Single Fam Primary H Refinanc
0073865607 MANUEL ACEVES 3285 MONITOR LONG GROVE IL 60047 Single Fam Primary H Purchase
0073865843 JON M LARSON 810 MADISON EVANSTON IL 60202 Single Fam Primary H Purchase
0073865966 WENDELL L JOHNS 4849 BROAD BROOK DRIVE BETHESDA MD 20814 Single Fam Primary H Refinanc
0073866457 VALENTIN H USLE 161 ADAMS ST SIERRA MADR CA-S 91024 Single Fam Primary H Refinanc
0073866473 RICHARD C ANDRESEN 10466 LA REINA ROAD DELRAY BEAC FL 33437 Single Fam Primary H Purchase
0073867168 DAVID L PIERCE 5750 HARVEST WAY YORBA LINDA CA-S 92686 Single Fam Primary H Cash Out
0073867391 PETER K JUNG 3501 TABORA DRIVE ANTIOCH CA-N 94509 Single Fam Primary H Refinanc
0073867663 DEMETRIO DOCENA 233 SAYBROOK WAY VALLEJO CA-N 94591 Single Fam Primary H Refinanc
0073867757 DONALD P JENKINS 3600 FARRAGUT AVE KENSINGTON MD 20895 Single Fam Primary H Purchase
0073867935 KEITH B WEINBERG 58 LA PERLA FOOTHILL RA CA-S 92610 PUD Primary H Purchase
0073868222 CARL E STEWART 1270 WAGER STREET COLUMBUS OH 43206 Single Fam Primary H Purchase
0073868235 PAUL L HARRINGTON 9524 LAKE NATOMA DRIVE ORANGEVALE CA-N 95662 Single Fam Primary H Cash Out
0073868277 JOSE C ACEVEDO 985 BIDWELL AVENUE SUNNYVALE CA-N 94086 Single Fam Primary H Cash Out
0073868743 LILY DOVING 1542 REVERE CIRCLE SCHAUMBURG IL 60193 Single Fam Investmen Purchase
0073868882 RONALD F MC GEE 22852 BUENDIA MISSION VIE CA-S 92691 Single Fam Primary H Purchase
0073869234 JOSEPH L ZITO 59 PINE GROVE ROAD WEST CHATHA MA 02633 Single Fam Second Ho Purchase
0073869467 THOMAS J PEDERSEN 1163 EASTSIDE ROAD EL CAJON CA-S 92020 Single Fam Investmen Refinanc
0073869470 BRUCE H WEINSTEIN 55 WING MILL ROAD ATLANTA GA 30350 Single Fam Primary H Refinanc
0073869496 EUNICE M SMITH 529 LUCIA AVENUE BALTIMORE MD 21229 Single Fam Primary H Purchase
0073869878 PATRICIA ANN CLARKE 6440 OLD CHESTERBROOK R MCLEAN VA 22101 Single Fam Primary H Purchase
0073870317 GARY L BARTON 2529 DE KOVEN AVE BELMONT CA-N 94002 Single Fam Primary H Refinanc
0073871264 ROBERT C DANNESKIOLD 1607 CLEO SPRINGS DRIVE SAN JOSE CA-N 95131 Single Fam Primary H Purchase
0073871455 GARY SAIDEL 5340 MOONSTONE WAY OXNARD CA-S 93035 Single Fam Primary H Purchase
0073871604 LANCE W HAUS 12118 STIRRUP ROAD RESTON VA 22091 Single Fam Primary H Purchase
0073871840 CLIFFORD J HONG 155 157 MASONIC AVE SAN FRANCIS CA-N 94118 Single Fam Primary H Refinanc
0073872027 DANIEL SADOWSKI 532 CUYLER OAK PARK IL 60302 Single Fam Primary H Refinanc
0073872742 DAVID E MONTAGNE 460 OLD RANCH ROAD SEAL BEACH CA-S 90740 Condo Primary H Refinanc
0073872881 J P ZARATE 1165 VIA FERRARI DRIVE SAN JOSE CA-N 95122 Single Fam Primary H Refinanc
0073873071 WILLIAM B NESBITT 11 PERKY ROAD KEY LARGO FL 33037 Single Fam Primary H Purchase
0073873181 OFELIA M NICKEL 1001 ST PAUL ST #4J BALTIMORE MD 21202 Condo Investmen Purchase
0073873288 STEPHEN J MITCHELL 16311 AVILA BOULEVARD TAMPA FL 33613 Single Fam Primary H Cash Out
0073873369 DAVID E SHAPIRO 6128 SHADYGLADE AVE NORTH HOLLY CA-S 91606 Single Fam Primary H Refinanc
0073873372 KATHLEEN KAYSE 1943 W POTOMAC CHICAGO IL 60622 Single Fam Primary H Purchase
0073873628 DEMETRIUS J KITSES 673 675 WALLER ST SAN FRANCIS CA-N 94117 2 Family Primary H Cash Out
0073874203 LAWRENCE L TRUMAN 2453 MARIANNE LANE FALLBROOK CA-S 92028 Single Fam Primary H Purchase
0073874229 STEPHEN F MOELLER 1350 CHAUTANQUA PACIFIC PAL CA-S 90272 Single Fam Primary H Purchase
0073874384 RICHARD FOREST 1661 GLENWOOD RD. BROOKLYN NY 11230 Single Fam Primary H Purchase
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
220,000 208,968.09 84.750 10.75 360 276 1989-12-01 2019-11-01 1996-10-01
260,900 241,430.52 78.840 8.63 360 286 1990-10-01 2020-09-01 1996-10-01
350,000 316,729.88 54.880 8.75 240 189 1992-09-01 2012-08-01 1996-10-01
292,000 273,929.56 69.850 9.25 360 300 1991-12-01 2021-11-01 1996-10-01
203,000 192,657.23 66.550 10.88 360 272 1989-08-01 2019-07-01 1996-10-01
355,000 341,858.51 71.340 9.00 360 305 1992-05-01 2022-04-01 1996-10-01
250,000 240,862.26 65.560 8.88 360 307 1992-07-01 2022-06-01 1996-10-01
350,000 322,099.83 67.270 8.88 360 308 1992-08-01 2022-07-01 1996-11-01
236,200 221,134.85 84.270 8.75 360 306 1992-06-01 2022-05-01 1996-10-01
300,000 289,871.19 70.470 9.38 360 306 1992-06-01 2022-05-01 1996-10-01
225,000 212,781.46 67.680 9.13 360 306 1992-06-01 2022-05-01 1996-10-01
210,000 193,642.71 71.180 8.63 360 282 1990-06-01 2020-05-01 1996-10-01
223,000 209,081.48 68.700 10.38 360 280 1990-04-01 2020-03-01 1996-10-01
250,000 238,219.20 80.900 9.13 360 301 1992-01-01 2021-12-01 1996-10-01
260,000 248,215.91 75.360 9.00 360 303 1992-03-01 2022-02-01 1996-10-01
232,000 220,206.68 76.070 10.25 360 277 1990-01-01 2019-12-01 1996-10-01
220,750 208,455.18 85.090 8.63 360 314 1993-02-01 2023-01-01 1996-10-01
36,100 35,028.87 89.990 9.25 360 336 1994-12-01 2024-11-01 1996-11-01
110,000 104,868.58 60.040 8.63 360 356 1996-08-01 2026-07-01 1996-11-01
300,000 288,207.37 72.160 10.63 360 291 1991-03-01 2021-02-01 1996-10-01
54,800 50,594.19 73.500 9.50 360 258 1988-06-01 2018-05-01 1996-10-01
258,000 244,194.68 74.590 10.00 360 276 1989-12-01 2019-11-01 1996-10-01
209,600 196,883.59 75.300 9.25 360 299 1991-11-01 2021-10-01 1996-10-01
163,100 156,597.35 67.320 9.63 360 296 1991-08-01 2021-07-01 1996-10-01
309,200 299,518.64 66.670 8.75 360 314 1993-02-01 2023-01-01 1996-11-01
49,400 48,821.53 93.940 9.75 360 338 1995-02-01 2025-01-01 1996-10-01
292,000 281,664.73 76.670 8.88 360 308 1992-08-01 2022-07-01 1996-10-01
225,000 213,948.77 60.370 10.63 360 276 1989-12-01 2019-11-01 1996-10-01
278,800 268,558.47 77.070 9.63 360 300 1991-12-01 2021-11-01 1996-10-01
562,500 515,388.79 63.440 9.25 360 277 1990-01-01 2019-12-01 1996-10-01
224,250 212,485.47 66.520 9.63 360 284 1990-08-01 2020-07-01 1996-10-01
350,000 330,977.59 66.330 8.88 360 306 1992-06-01 2022-05-01 1996-10-01
220,000 202,910.31 64.570 8.88 360 309 1992-09-01 2022-08-01 1996-10-01
243,800 234,132.40 71.080 8.63 360 305 1992-05-01 2022-04-01 1996-10-01
270,000 256,628.49 85.690 10.00 360 298 1991-10-01 2021-09-01 1996-10-01
272,000 257,654.37 72.690 9.88 360 299 1991-11-01 2021-10-01 1996-10-01
23,600 20,753.89 83.640 11.00 360 210 1984-06-01 2014-05-01 1996-10-01
375,000 359,470.84 72.030 8.63 360 303 1992-03-01 2022-02-01 1996-10-01
220,000 210,262.15 63.830 9.13 360 301 1992-01-01 2021-12-01 1996-10-01
220,000 201,885.76 73.600 8.63 360 304 1992-04-01 2022-03-01 1996-10-01
421,500 404,909.94 72.170 9.25 360 300 1991-12-01 2021-11-01 1996-10-01
333,750 313,542.38 70.610 8.88 360 279 1990-03-01 2020-02-01 1996-10-01
415,800 381,906.43 64.460 8.88 360 260 1988-08-01 2018-07-01 1996-10-01
300,000 277,885.24 71.400 8.88 360 286 1990-10-01 2020-09-01 1996-11-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073874449 RODGER GOOCH 316 W RYL FLAMINGO DR SARASOTA, FL 34236 Single Fam Primary H Purchase
0073874779 JACK W LARSON 3354 DEER HOLLOW DRI DANVILLE CA-N 94506 Single Fam Primary H Purchase
0073875477 BOLLEPALLI SUBBARAO 29 MAIDEN LANE WEST HARTFO CT 06107 Single Fam Primary H Cash Out
0073875927 CARMEN M RENNA 14 MEADOW BROOK ROAD RANDOLPH NJ 07869 Single Fam Primary H Purchase
0073876036 CHARLES S REESE 123 COUNTRY CLUB LANSDALE PA 19446 PUD Primary H Purchase
0073876201 WILLIAM J MCCRACKEN 7744 SILVER BELL DRIVE SARASOTA FL 34241 Single Fam Primary H Refinanc
0073876298 ALBERT F LANDEEN 158 FLEETWOOD ROAD SOUTHINGTON CT 06489 Single Fam Primary H Refinanc
0073876340 RAY LEWIS 3886 SETON AVENUE BRONX NY 10406 2 Family Primary H Refinanc
0073876515 IRA H BERGER 6H LYLE COURT FARMINGTON CT 06032 Condo Primary H Purchase
0073876573 MASSAD G JOSEPH 1115 MAPLE STREET SOUTH PASAD CA-S 91030 Single Fam Primary H Refinanc
0073877048 DAVID C KOLTON 505 BEAUMONT CIRCLE WEST CHESTE PA 19380 Single Fam Primary H Purchase
0073877828 JON R BUSSELL 2465 RHOADS AVENUE COLUMBUS OH 43207 Single Fam Primary H Purchase
0073877909 MIGUEL WALSH 5132 BRADLEY BLVD BETHESDA MD 20814 Single Fam Primary H Refinanc
0073879237 STUART J CVRK 12728 HAGERSWOOD COURT SAN DIEGO CA-S 92129 Single Fam Primary H Refinanc
0073879295 BRIAN E JOSEPH 6947 NEWBERRY DRIV COLUMBIA MD 21044 Single Fam Primary H Purchase
0073879648 WALTER R KRAUS 5316 BLACK OAK DRIVE FAIRFAX VA 22032 Single Fam Primary H Cash Out
0073880158 RONALD E KNUTSON 2187 LEEWARD LN HANOVER PAR IL 60103 Single Fam Primary H Cash Out
0073880336 JAMES N ROBERTS 29 HAROLD ROAD FARMINGTON CT 06032 Single Fam Primary H Purchase
0073880404 PAUL D COHN 1396 CAMPUS DRIVE BERKELEY CA-N 94708 Single Fam Primary H Cash Out
0073880899 WILLIAM O KNOTT 2109 PARKSLEY AVENUE BALTIMORE MD 21230 Single Fam Primary H Purchase
0073881681 JOSE M AGUDO 707 N JACKSON AVE RIVER FORES IL 60305 Single Fam Primary H Refinanc
0073881694 BURTON CAVALLO 196 BRIXTON ROAD GARDEN CITY NY 11530 Single Fam Primary H Purchase
0073881801 BARNEY ASHNER 9100-4 ELMHURST STREET OVERLAND PA KS 66212 Single Fam Investmen Purchase
0073881982 ANNE M DEBEER 1520 MISTY OAKS DRIVE ATLANTA GA 30338 Single Fam Primary H Refinanc
0073881995 CAROL STEPHANIE MANC 1001 ST PAUL ST #88 BALTIMORE MD 21202 Condo Investmen Purchase
0073882033 DONALD P JACKSON 2115 FT UNION DRIVE SANTA FE NM 87505 Single Fam Primary H Purchase
0073882978 MIGUEL S CUA 2851 ACACIA TERRACE BUFFALO GRO IL 60089 Single Fam Primary H Refinanc
0073882981 LEROY A DESPIRITO 30370 VIA BRISA TEMECULA CA-S 92390 Single Fam Primary H Refinanc
0073883582 ANTHONY R DELAURENTI 96 PAPURAH ROAD FAIRFIELD CT 06430 Single Fam Primary H Refinanc
0073883634 PETER S ROBERTS 326 OLD MOUNTAIN ROAD FARMINGTON CT 06032 Single Fam Primary H Purchase
0073883951 FRANK J CUEVAS III 4880 MILANO WAY MARTINEZ CA-N 94553 Single Fam Primary H Refinanc
0073884112 LESSLEE ETZWILER 2324 S BEVERLY GLEN BLV LOS ANGELES CA-S 90064 Condo Primary H Purchase
0073884963 RICHARD P HANSEN 388 MONTCLAIR DR SANTA CLARA CA-N 95051 Single Fam Primary H Purchase
0073885852 KARA L OLSON 80 FOX HILL ROAD WETHERSFIEL CT 06109 Single Fam Primary H Purchase
0073885933 MICHAEL E HIGDON 11108 NEW MORNING ROAD LA MESA CA-S 91941 Single Fam Primary H Cash Out
0073886291 JAMES R WICKS 20902 SPARKMAN LANE HUNTINGTON CA-S 92646 Single Fam Primary H Purchase
0073886424 CAROL A HOBELMANN 5685 PHELPS LUCK DR COLUMBIA MD 21045 Single Fam Investmen Purchase
0073886819 CASTELL ABNER JR 212 BEAU TREE DRIVE WILMINGTON DE 19810 Single Fam Primary H Refinanc
0073887151 ALBERT G LINTEL 486 HUNTCLIFF GREEN ATLANTA GA 30350 Single Fam Primary H Refinanc
0073887258 LORNE W BANFIELD 274 RANCHO COURT CHULA VISTA CA-S 91911 Condo Primary H Refinanc
0073887517 KEITH L SHARKAN 108 A GRUBB ROAD MALVERN PA 19355 Single Fam Primary H Refinanc
0073887766 FREDERICK G EDDINGFI 614 LAKESTERLING ROAD LOUISVILLE KY 40223 Single Fam Primary H Purchase
0073887850 ROD B FUNSTON 2589 SUN REEF ROAD LOS VEGAS NV 89128 Single Fam Primary H Purchase
0073888354 EDGAR R NELSON 125 HAMILTON RD RIDGEWOOD NJ 07450 Single Fam Primary H Refinanc
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
234,500 221,607.21 61.680 9.75 360 277 1990-01-01 2019-12-01 1996-10-01
470,000 447,236.63 58.180 10.38 360 278 1990-02-01 2020-01-01 1996-10-01
243,600 228,580.93 65.810 10.25 360 294 1991-06-01 2021-05-01 1996-10-01
288,000 263,025.22 82.410 8.88 360 268 1989-04-01 2019-03-01 1996-10-01
300,000 287,992.81 85.080 10.88 360 284 1990-08-01 2020-07-01 1996-10-01
260,000 247,086.56 59.600 8.75 360 305 1992-05-01 2022-04-01 1996-11-01
146,300 140,321.55 67.270 10.75 360 265 1989-01-01 2018-12-01 1996-10-01
165,000 158,187.97 57.610 11.00 360 281 1990-05-01 2020-04-01 1996-10-01
93,000 80,780.78 50.370 8.88 360 272 1989-08-01 2019-07-01 1996-10-01
300,000 275,103.16 72.730 8.88 240 194 1993-02-01 2013-01-01 1996-10-01
225,000 214,005.78 75.060 8.63 360 308 1992-08-01 2022-07-01 1996-10-01
26,500 24,314.35 87.170 9.38 360 337 1995-01-01 2024-12-01 1996-11-01
280,000 268,401.98 76.830 8.75 360 302 1992-02-01 2022-01-01 1996-10-01
230,000 217,547.40 80.400 8.88 360 305 1992-05-01 2022-04-01 1996-11-01
275,750 249,029.04 74.870 8.88 360 283 1990-07-01 2020-06-01 1996-10-01
252,100 238,363.60 69.220 9.88 360 295 1991-07-01 2021-06-01 1996-10-01
38,100 27,237.71 43.190 9.25 360 143 1978-11-01 2008-10-01 1996-11-01
145,000 129,785.66 62.580 8.63 360 269 1989-05-01 2019-04-01 1996-10-01
250,000 224,826.32 57.960 9.00 360 302 1992-02-01 2022-01-01 1996-10-01
39,650 39,110.13 72.520 9.25 360 336 1994-12-01 2024-11-01 1996-10-01
260,000 250,958.99 71.820 8.88 360 309 1992-09-01 2022-08-01 1996-10-01
325,000 313,826.00 69.860 8.63 360 313 1993-01-01 2022-12-01 1996-10-01
96,000 87,654.85 73.230 10.25 360 239 1986-11-01 2016-10-01 1996-10-01
231,000 223,361.28 50.850 8.63 360 314 1993-02-01 2023-01-01 1996-10-01
36,900 31,458.56 81.190 11.00 360 207 1984-03-01 2014-02-01 1996-10-01
238,500 229,682.76 84.260 10.25 360 294 1991-06-01 2021-05-01 1996-10-01
385,000 363,863.69 66.290 8.63 360 311 1992-11-01 2022-10-01 1996-10-01
247,500 234,400.06 71.160 10.25 360 274 1989-10-01 2019-09-01 1996-10-01
212,000 200,536.37 74.690 9.75 360 278 1990-02-01 2020-01-01 1996-10-01
307,500 283,091.82 56.520 9.63 360 258 1988-06-01 2018-05-01 1996-10-01
252,000 243,093.60 86.960 9.25 360 305 1992-05-01 2022-04-01 1996-10-01
220,000 198,580.91 72.310 9.50 360 300 1991-12-01 2021-11-01 1996-11-01
224,000 210,287.92 67.110 9.63 360 269 1989-05-01 2019-04-01 1996-10-01
125,000 113,976.22 70.130 9.75 360 298 1991-10-01 2021-09-01 1996-10-01
230,000 220,572.31 62.240 9.25 360 302 1992-02-01 2022-01-01 1996-10-01
235,000 220,079.11 64.870 8.88 360 276 1989-12-01 2019-11-01 1996-10-01
103,200 97,492.74 73.440 10.00 360 274 1989-10-01 2019-09-01 1996-10-01
252,000 241,103.24 76.680 8.75 360 300 1991-12-01 2021-11-01 1996-10-01
296,450 285,957.52 75.320 8.88 360 308 1992-08-01 2022-07-01 1996-11-01
78,750 77,457.99 73.870 8.75 360 334 1994-10-01 2024-09-01 1996-10-01
282,000 257,370.95 73.340 8.88 360 306 1992-06-01 2022-05-01 1996-10-01
226,050 219,661.95 87.300 8.88 360 317 1993-05-01 2023-04-01 1996-10-01
266,700 251,478.14 66.140 8.88 360 284 1990-08-01 2020-07-01 1996-10-01
240,000 231,510.96 69.220 9.13 360 306 1992-06-01 2022-05-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073888435 MARK MATTINGLEY 1501 TAHITI AVE LAGUNA BEAC CA-S 92651 Single Fam Primary H Purchase
0073888480 JOSEPH GILPIN 90 N 18TH STREET WYANDANCH NY 11798 2 Family Investmen Refinanc
0073889049 MICHAEL F MADDEN 19392 CASTLEWOOD CIRCLE HUNTINGTON CA-S 92648 Single Fam Primary H Purchase
0073889191 BRENT BUSH 12380 SW 98TH STREET MIAMI FL 33186 Single Fam Primary H Purchase
0073889269 BARNEY ASHNER 7300 HARRY TRUMAN DRIVE GRAND VIEW MO 64030 Single Fam Investmen Refinanc
0073889696 RICHARD W STORY 24 SOUTH LAKE WAY REISTERSTOW MD 21136 Single Fam Primary H Purchase
0073889913 CLIFFORD JENG 18815 MILTON DRIVE GLENDORA CA-S 91741 Single Fam Primary H Refinanc
0073889926 BARNEY ASHNER 6010 OUTLOOK MISSION, KS 66204 Townhouse Investmen Refinanc
0073889997 GERALD BERRAFATI 75 HAVEMAYER ROAD IRVINGTON NY 10503 Single Fam Primary H Refinanc
0073890025 PHILIP MATHEWS 7 9 LITTELL RD BROOKLINE MA 02146 2 Family Primary H Refinanc
0073890818 MELVIN L FELDMAN 12621 LAMP POST LANE POTOMAC MD 20854 Single Fam Primary H Refinanc
0073890986 ENRIQUE M LABAO 4810 SILVER FROST DRIVE HOUSTON TX 77066 Single Fam Primary H Purchase
0073891121 BARNEY ASHNER 8600 GRANDVIEW OVERLAND PA KS 66212 Condo Investmen Refinanc
0073891299 MELISSA A HARRISON 247 BETZ ROAD COLUMBUS OH 43207 Single Fam Primary H Purchase
0073891529 MARK M RUDDY 5170 N TAMARACK HOFFMAN EST IL 60195 Single Fam Primary H Purchase
0073891820 CARL ANTHONY EVANS S 2121 BALFORD SQUARE WES COLUMBUS OH 43232 Single Fam Primary H Purchase
0073892049 RONALD E GUETERMAN 3798 NORTHEAST SIXTH DR BOCA RATON FL 33431 Single Fam Primary H Purchase
0073892227 GLENN S KATZ 21 ALBERGAR SAN CLEMENT CA-S 92672 Single Fam Primary H Purchase
0073892243 CAROL J SCICUTELLA 812 OXFORD COURT GIBSONIA PA 15044 Single Fam Primary H Purchase
0073892298 TIMOTHY L YOSHIDA 744 CLAYTON STREET SAN FRANCIS CA-N 94117 2 Family Primary H Cash Out
0073892696 DAVID L COLEY 17360 OAK LEAF DRIVE MORGAN HILL CA-N 95037 Single Fam Primary H Refinanc
0073893187 JAMES J WESLEY 63 TACONIC ROAD MILLWOOD NY 10546 Single Fam Primary H Purchase
0073893226 MATTHEW J HECK 31877 PASEO LINDO BONSALL CA-S 92003 Single Fam Primary H Cash Out
0073894225 JAMES CHARLES HERTOK 8327 PARK GREEN WAY PASADENA MD 21122 Single Fam Primary H Refinanc
0073894429 KOTTAYADIYIL M MATHE 11132 CULVER BOULEVAR CULVER CITY CA-S 90230 Single Fam Primary H Refinanc
0073894597 GREGORY J SPEVOK 7 INTERLAKEN DRIVE EASTCHESTER NY 10709 Single Fam Primary H Refinanc
0073894830 BRUCE H WEINSTEIN 9255 SW 58 AVE. MIAMI FL 33156 Single Fam Primary H Purchase
0073895143 TOMAS CARRILLO 82 REVERE AVE HAYWARD CA-N 94544 Single Fam Primary H Purchase
0073895321 GLENN ROZANSKY 6335 SW 107 ST. MIAMI FL 33156 Single Fam Primary H Purchase
0073895389 EDWARD HAMPSHIRE 29852 BEACONTREE FARMINGTON MI 48018 Single Fam Primary H Purchase
0073895512 ANTHONY SCIORTINO 60 LAWRENCE AVENUE MALVERNE NY 11565 Single Fam Primary H Cash Out
0073896029 ROBERT M MIKLAS 4982 CAROL LANE N W ATLANTA GA 30327 Single Fam Primary H Purchase
0073896362 JOHN STEVEN AULGUR 6713 W 126TH STREET OVERLAND PA KS 66212 Single Fam Investmen Purchase
0073896391 LEO W CONBOY 7942 SOUTHWIND CIRCLE HUNTINGTON CA-S 92648 Condo Primary H Refinanc
0073896427 DOROTHY YANCEY 3203 E MONUMENT STREET BALTIMORE MD 21205 Townhouse Primary H Purchase
0073896430 BIPIN J SANGANKAR 9 DEVON COURT NORTH BRUNS NJ 08902 Single Fam Primary H Purchase
0073896582 KATHLEEN GIROUARD 2700 BAYVIEW DRIVE FT LAUDERD FL 33306 Single Fam Primary H Refinanc
0073896715 SHARON M LIPP 7 DEER RUN ROAD LITTLETON MA 01460 Single Fam Primary H Refinanc
0073896980 WAYNE S RAWLINS 351 STANLEY DRIVE GLASTONBURY CT 06033 Single Fam Primary H Refinanc
0073897060 CHARLES D ZWECKER 180 OLD HUCKLEBERRY ROA WILTON CT 06897 Single Fam Primary H Purchase
0073897073 EVAN BANK 30952 CYPRESS PLACE LAGUNA NIGU CA-S 92677 Single Fam Primary H Purchase
0073897390 JOHN C ALFANO 3518 GARRETT COURT ELLICOTT CI MD 21042 Single Fam Primary H Refinanc
0073897497 WILLIAM H LOUIS 2101 KEIM DR NAPERVILLE IL 60565 Single Fam Primary H Refinanc
0073897523 COLIN M WRIGHT 14322 CYPRESS ISLAND PALM BEACH FL 33410 PUD Primary H Refinanc
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
220,000 154,890.95 44.370 8.88 360 260 1988-08-01 2018-07-01 1996-10-01
87,000 79,930.77 59.790 10.38 360 279 1990-03-01 2020-02-01 1996-10-01
360,000 340,663.16 75.840 10.38 360 273 1989-09-01 2019-08-01 1996-10-01
225,000 216,073.75 69.820 8.88 360 303 1992-03-01 2022-02-01 1996-10-01
55,200 50,224.28 72.980 9.25 360 250 1987-10-01 2017-09-01 1996-10-01
224,000 211,284.21 74.600 8.88 360 286 1990-10-01 2020-09-01 1996-10-01
248,000 235,361.15 67.360 8.88 360 306 1992-06-01 2022-05-01 1996-10-01
40,400 36,492.71 72.460 10.00 360 235 1986-07-01 2016-06-01 1996-10-01
500,000 483,942.99 52.520 8.75 360 313 1993-01-01 2022-12-01 1996-10-01
300,000 282,943.53 75.610 9.00 360 308 1992-08-01 2022-07-01 1996-10-01
349,200 334,668.08 76.810 8.63 360 303 1992-03-01 2022-02-01 1996-10-01
84,700 58,589.06 65.990 13.50 240 87 1984-03-01 2004-02-01 1996-10-01
98,800 90,301.67 73.300 10.25 360 241 1987-01-01 2016-12-01 1996-10-01
39,900 39,430.17 93.990 9.50 360 338 1995-02-01 2025-01-01 1996-10-01
214,000 200,934.95 67.170 8.63 360 300 1991-12-01 2021-11-01 1996-12-01
64,600 63,719.29 93.820 9.25 360 336 1994-12-01 2024-11-01 1996-10-01
250,000 202,444.80 51.860 9.00 360 312 1992-12-01 2022-11-01 1996-10-01
225,500 213,829.18 72.860 10.00 360 278 1990-02-01 2020-01-01 1996-10-01
220,500 173,100.24 71.870 8.88 360 303 1992-03-01 2022-02-01 1996-10-01
388,500 373,457.42 67.410 8.88 360 304 1992-04-01 2022-03-01 1996-10-01
276,000 267,153.81 73.320 8.63 360 314 1993-02-01 2023-01-01 1996-11-01
304,000 279,247.88 72.800 8.63 360 317 1993-05-01 2023-04-01 1996-10-01
356,250 325,549.42 68.710 8.88 360 281 1990-05-01 2020-04-01 1996-10-01
241,000 233,472.18 66.820 8.63 360 315 1993-03-01 2023-02-01 1996-10-01
216,000 205,891.52 75.000 10.38 360 280 1990-04-01 2020-03-01 1996-10-01
362,000 351,145.57 74.050 8.63 360 317 1993-05-01 2023-04-01 1996-10-01
450,000 433,665.00 56.050 9.00 360 306 1992-06-01 2022-05-01 1996-10-01
156,650 147,681.89 84.850 8.88 360 284 1990-08-01 2020-07-01 1996-10-01
250,000 236,359.59 49.760 8.63 360 315 1993-03-01 2023-02-01 1996-10-01
67,000 63,540.40 57.880 10.25 360 276 1989-12-01 2019-11-01 1996-10-01
228,000 216,882.60 69.970 10.25 360 279 1990-03-01 2020-02-01 1996-10-01
245,250 230,266.11 82.410 9.13 360 306 1992-06-01 2022-05-01 1996-10-01
97,750 89,079.18 86.180 8.88 360 256 1988-04-01 2018-03-01 1996-11-01
244,800 237,080.06 87.310 8.75 360 314 1993-02-01 2023-01-01 1996-10-01
37,050 36,591.21 91.590 9.25 360 338 1995-02-01 2025-01-01 1996-10-01
249,800 234,139.17 70.260 8.88 360 276 1989-12-01 2019-11-01 1996-10-01
230,000 221,105.82 73.830 9.00 360 303 1992-03-01 2022-02-01 1996-10-01
217,600 208,348.17 76.790 8.88 360 302 1992-02-01 2022-01-01 1996-10-01
235,000 221,199.50 77.810 9.00 360 306 1992-06-01 2022-05-01 1996-10-01
225,000 195,802.79 60.550 8.88 360 302 1992-02-01 2022-01-01 1996-10-01
361,000 349,723.71 75.010 8.63 360 315 1993-03-01 2023-02-01 1996-10-01
270,000 260,851.77 76.840 9.25 360 308 1992-08-01 2022-07-01 1996-10-01
281,250 257,314.96 68.850 8.88 360 305 1992-05-01 2022-04-01 1996-10-01
301,600 281,233.44 74.770 8.88 360 309 1992-09-01 2022-08-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073899220 E W WHITCHER 126 LAKESHORE WEST LAKE QUIVIR KS 66106 Single Fam Primary H Purchase
0073899301 RONALD F STASKO 69 ELEVEN O CLOCK WESTON CT 06883 Single Fam Primary H Purchase
0073899327 MICHAEL J GREENE 11115 WOOLWORTH PLAZA OMAHA NE 68144 Single Fam Primary H Purchase
0073899628 KEVIN J SHEA 371 LIBERTY SQUARE ROAD BOXBOROUGH MA 01719 Single Fam Primary H Refinanc
0073900025 DONALD J RIVIERE 100 SW TAYLOR ST BERRYVILLE VA 22611 Single Fam Primary H Purchase
0073900164 CORNELIO C LOPOZ 1149 FAIRWEATHER CIRCLE CONCORD CA-N 94518 Single Fam Primary H Refinanc
0073900229 HAROLD L NOVICK 1100 S 17TH STREET ARLINGTON VA 22202 Single Fam Primary H Purchase
0073900397 ALEXANDER J DALLAL 5 ST MICHAEL PLA LAGUNA NIGU CA-S 92677 Single Fam Primary H Cash Out
0073900436 RICHARD J COY 2376 HUNT CLUB DR BLOOMFIELD MI 48013 Single Fam Primary H Purchase
0073900546 ALEXANDER P MURRAY 24305 CLEMATIS DRIVE GAITHERSBUR MD 20882 Single Fam Primary H Purchase
0073900614 WILLIAM S RAIDT 28 ROBINHOOD RANCH OAK BROOK IL 60521 Single Fam Primary H Cash Out
0073900711 VINCENT FURCI 422 MIDLAND AVNEUE RYE NY 10580 Single Fam Primary H Refinanc
0073900876 ROBERT PREZZANO 93 WHITMAN ROAD YONKERS NY 10710 Single Fam Primary H Refinanc
0073901451 CHARLES T WALTER JR 50 CLEMENT COURT NAPA CA-N 94559 Single Fam Primary H Purchase
0073901697 CHARLES C SHEN 157 GLASGOW LANE SAN CARLOS CA-N 94070 Single Fam Primary H Purchase
0073901891 DAYTON O TRUBEE JR 1001 ST PAUL STREET BALTIMORE MD 21202 Condo Investmen Purchase
0073901914 ALEXANDER GASPORRA 1386 QUAIL LANE BREA CA-S 92621 Single Fam Primary H Cash Out
0073902913 DARRELL VICKERS 14550 GREANLEAF ST LOS ANGELES CA-S 91403 Single Fam Primary H Purchase
0073902926 RICHARD T CHUNG 1701 W DUNCAN ROAD BLUE SPRING MO 64015 Single Fam Primary H Refinanc
0073903103 MICHAEL B KWASMAN 1053 TRILLIUM WEST CHICAG IL 60185 Single Fam Primary H Refinanc
0073903873 WILLIAM J FIELDS 18573 LIME CIRCLE FOUNTAIN VA CA-S 92708 Single Fam Primary H Purchase
0073904157 SHEW TONE YEE 1676 1 10TH AVENUE SAN FRANCIS CA-N 94122 2 Family Primary H Refinanc
0073904173 PAUL R STIMSON 6140 VERMONT CT YORBA LINDA CA-S 92686 Condo Primary H Purchase
0073904186 LEWIS G JONES JR 3800 BRISTLEWOOD DRIVE DURHAM NC 27703 Single Fam Primary H Cash Out
0073904393 STEVEN W STONE 4215 NW 37TH STREET WASHINGTON DC 20008 Single Fam Primary H Purchase
0073904474 JOHN R CHRISTEN 5820 MARINER STREET TAMPA FL 33609 Single Fam Primary H Refinanc
0073904513 ANDREW J LOUGHLIN R.R. 2 BOW LANE BARRINGTON IL 60010 Single Fam Primary H Refinanc
0073904678 APRIL M ANTAKY 1104- N 1104.5 MARYLAND GLENDALE CA-S 91207 2 Family Primary H Purchase
0073905088 ROBERT A MANCINI 3365 BEULAH RD COLUMBUS OH 43224 Single Fam Primary H Purchase
0073905198 JOSEPH G MITCHELL 24812 CHEROKEE DRIVE LAKE BARRIN IL 60010 Single Fam Primary H Purchase
0073905318 RICHARD F GAURON 9413 240TH AVE SE ISSAQUAH WA 98027 Single Fam Primary H Refinanc
0073905486 WILLIAM C RYAN 553 BELLEVUE AVENUE NEWPORT RI 02840 Condo Primary H Cash Out
0073905680 CARY L WILLIAMS 3485 RIVER FERRY DRIVE ALPHARETTA GA 30202 Single Fam Primary H Purchase
0073906294 DONALD LOUIS MCLEAN 4329 BEVERLY DRIVE SANTA MARIA CA-S 93455 Single Fam Primary H Refinanc
0073906618 ROBERT L TRAYLOR 25 KING EIDER LANE ALISO VIEJO CA-S 92656 Single Fam Primary H Purchase
0073906883 BURTON P DORMAN 15 ARLINGTON COU KENSINGTON CA-N 94707 Single Fam Primary H Purchase
0073906980 GERALD S BILSKY 115 LANDSEER WAY ATLANTA GA 30350 Single Fam Primary H Refinanc
0073907141 GARY C LEEDS 13395 VIA ALMERIA #24 TUSTIN CA-S 92680 Single Fam Primary H Purchase
0073907785 L M DUFFY 2511 OVERDALE PLACE FORESTVILLE MD 20747 Single Fam Investmen Purchase
0073908360 T WAYNE HUNT 4101 SEA VIEW AVENUE LOS ANGELES CA-S 90065 Single Fam Primary H Refinanc
0073908399 BILLY B LIGHT 451 POPLAR STREET LAGUNA BEAC CA-S 92651 Single Fam Primary H Purchase
0073908797 GARY W SATKO 414 MEACHAM PARK RIDGE IL 60068 Single Fam Primary H Purchase
0073908904 JERRY W RAY 833-35 PINEWOOD GARDNER KS 66030 2 Family Investmen Refinanc
0073910785 ROBERT L TEDOLDI 9 POND VIEW ROAD BOLTON CT 06043 PUD Primary H Refinanc
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
269,000 258,069.57 76.050 9.00 360 308 1992-08-01 2022-07-01 1996-10-01
281,250 269,640.17 66.700 8.88 360 301 1992-01-01 2021-12-01 1996-10-01
224,100 210,293.32 84.290 10.13 360 274 1989-10-01 2019-09-01 1996-10-01
209,700 196,406.59 84.330 8.63 360 305 1992-05-01 2022-04-01 1996-10-01
236,000 214,374.66 72.970 8.88 360 306 1992-06-01 2022-05-01 1996-10-01
219,000 210,086.68 70.160 8.63 360 314 1993-02-01 2023-01-01 1996-10-01
220,000 209,395.89 76.270 10.88 360 273 1989-09-01 2019-08-01 1996-10-01
307,500 283,805.18 69.400 10.38 360 275 1989-11-01 2019-10-01 1996-10-01
277,650 263,271.82 84.530 10.38 360 274 1989-10-01 2019-09-01 1996-10-01
275,000 256,591.71 51.450 8.63 360 298 1991-10-01 2021-09-01 1996-10-01
232,500 219,520.51 70.950 10.25 360 281 1990-05-01 2020-04-01 1996-10-01
215,800 197,600.07 56.600 10.50 360 266 1989-02-01 2019-01-01 1996-10-01
163,000 154,844.27 68.950 8.75 360 303 1992-03-01 2022-02-01 1996-10-01
320,000 299,674.83 75.080 8.63 360 282 1990-06-01 2020-05-01 1996-10-01
600,000 577,445.47 72.120 9.50 360 300 1991-12-01 2021-11-01 1996-10-01
29,300 25,440.71 82.620 11.00 360 213 1984-09-01 2014-08-01 1996-10-01
281,250 267,171.87 70.440 9.70 360 281 1990-05-01 2020-04-01 1996-10-01
705,000 526,979.48 56.450 10.75 360 286 1990-10-01 2020-09-01 1996-11-01
367,000 267,052.80 46.490 9.25 360 246 1987-06-01 2017-05-01 1996-10-01
263,000 252,900.09 74.010 9.25 360 302 1992-02-01 2022-01-01 1996-11-01
260,550 251,896.23 86.980 10.50 360 297 1991-09-01 2021-08-01 1996-10-01
300,000 289,148.40 60.850 9.13 360 305 1992-05-01 2022-04-01 1996-10-01
146,700 140,303.87 86.140 9.38 360 308 1992-08-01 2022-07-01 1996-11-01
84,800 81,456.20 76.900 10.00 360 295 1991-07-01 2021-06-01 1996-10-01
280,000 268,441.37 74.910 8.88 360 301 1992-01-01 2021-12-01 1996-10-01
654,000 627,311.08 69.820 9.25 360 299 1991-11-01 2021-10-01 1996-10-01
360,000 286,295.84 56.070 8.75 360 308 1992-08-01 2022-07-01 1996-10-01
292,000 273,141.59 73.000 8.63 360 276 1989-12-01 2019-11-01 1996-10-01
44,500 43,989.18 88.080 9.63 360 338 1995-02-01 2025-01-01 1996-10-01
248,450 231,348.13 68.190 10.07 360 286 1990-10-01 2020-09-01 1996-10-01
364,000 352,333.58 67.870 8.63 360 314 1993-02-01 2023-01-01 1996-10-01
225,000 216,214.88 65.570 10.38 360 290 1991-02-01 2021-01-01 1996-11-01
208,000 198,674.49 73.720 9.00 360 302 1992-02-01 2022-01-01 1996-11-01
208,000 55,180.12 13.670 8.63 360 306 1992-06-01 2022-05-01 1996-10-01
290,050 271,484.93 72.230 8.63 360 280 1990-04-01 2020-03-01 1996-10-01
499,000 472,444.31 70.120 9.50 360 284 1990-08-01 2020-07-01 1996-10-01
226,300 217,335.09 76.390 8.75 360 304 1992-04-01 2022-03-01 1996-10-01
223,700 197,216.89 75.240 10.25 360 285 1990-09-01 2020-08-01 1996-10-01
60,000 56,711.19 70.590 9.50 360 278 1990-02-01 2020-01-01 1996-10-01
260,000 249,689.38 71.470 8.63 360 305 1992-05-01 2022-04-01 1996-10-01
637,500 601,222.97 70.880 8.88 360 284 1990-08-01 2020-07-01 1996-10-01
235,000 223,012.22 65.700 10.88 360 270 1989-06-01 2019-05-01 1996-10-01
102,000 96,924.25 75.550 11.25 360 267 1989-03-01 2019-02-01 1996-10-01
364,000 247,544.24 55.820 8.88 360 307 1992-07-01 2022-06-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073910866 DAVID C SLEEP 302 N CENTER LEXINGTON IL 61753 Single Fam Investmen Purchase
0073910989 CALVIN L JONES 17933 SPENCER ROAD ODESSA FL 33556 Single Fam Primary H Cash Out
0073911056 PHYLIS C DILLINGER 1903 EAGLES LANDING REHOBOTH DE 19771 Condo Investmen Purchase
0073911124 BARBARA J ROTHAS 10521 NATIONAL BLVD 203 LOS ANGELES CA-S 90034 Condo Primary H Purchase
0073911849 JORGE L SERRA 21558 TOWN PLACE DR. BOCA RATON FL 33486 PUD Primary H Purchase
0073911933 JOSHUA A HALPERN 6627 STONINGTON DRIVE N TAMPA FL 33647 Single Fam Primary H Refinanc
0073912233 GREGG S WALLACE 100 ASHTON AVENUE SAN FRANCIS CA-N 94112 Single Fam Primary H Purchase
0073912709 ROGER L DEUSENBERRY 150 TISHMAN STREET COLUMBUS OH 43228 Single Fam Primary H Purchase
0073912880 CHARLES T MASSARO 43253 PRESTON COURT ASHBURN VA 22011 Single Fam Primary H Refinanc
0073912987 EDWARD F JOHNSON 1321 BELLEVILLE WAY SUNNYVALE CA-N 94087 Single Fam Primary H Refinanc
0073913009 STEVEN R HOFFMAN 41 W 417 FARVIEW RD ELBURN IL 60119 Single Fam Primary H Refinanc
0073913012 RUSSELL S EMERSON 75 RAYMOND ROAD DEERFIELD NH 03037 Single Fam Primary H Purchase
0073913423 ARTHUR JAFFE 50 DEERFIELD RUN ROCKY HILL CT 06067 Single Fam Primary H Purchase
0073913436 NORA W JONES 1603 ST PAUL AT CHAS BALTIMORE MD 21202 Condo Investmen Purchase
0073913481 ANTHONY GUISEPPI-ELI 1273 QUARRY COMMON DR YARDLEY PA 19067 Single Fam Primary H Purchase
0073913494 THEODORE A FRANCHETT 717 WILLOW RUN ROAD LOWER GWYNE PA 19437 Single Fam Primary H Refinanc
0073913575 L D RUTLEDGE 109 THORPES PARISH WILLIAMSBUR VA 23185 PUD Primary H Cash Out
0073913711 LEWIS H WHEELER 1001 ST PAUL STREET BALTIMORE MD 21202 Condo Primary H Purchase
0073913766 DAVID R LEONARD 1022 SHERIDAN RD EVANSTON IL 60202 Single Fam Primary H Refinanc
0073914163 BRUCE G ALEXANDER 187 THORNTON DRIVE PALM BEACH FL 33418 Single Fam Primary H Purchase
0073915667 EDWIN T CARLSON 6213 WYNFIELD COURT ORLANDO FL 32819 PUD Primary H Refinanc
0073916048 MARTIN AGUILAR 9621 S ESCANABA BOUL CHICAGO IL 60617 Single Fam Primary H Purchase
0073916530 JEROME C WOODARD 21025 BANK MILL LANE SARATOGA CA-N 95070 Single Fam Primary H Refinanc
0073916705 GEORGE P WHITE 5170 WOODFIELD DR CENTREVILLE VA 22020 Single Fam Primary H Purchase
0073916925 JAMES H SMITH 4124 WARNICK KANSAS CITY MO 64111 2 Family Second Ho Refinanc
0073917377 ROBERT S DOUGLAS 8903 CLAYCO DRIVE DALLAS TX 75243 Single Fam Primary H Purchase
0073917526 IRENE M WRABEC 11216 BURTON SUGAR CREEK MO 64054 Single Fam Investmen Purchase
0073917665 CRAIG A KELLY 4517 CHESTNUT STREET BETHESDA MD 20814 Single Fam Primary H Refinanc
0073917966 LATONIA D HARPER 4461 GLENSHAW COLUMBUS OH 43231 Single Fam Primary H Purchase
0073917979 RORY W CLARK 6416 SAN ARDO COURT CAMARILLO CA-S 93012 Single Fam Primary H Refinanc
0073917982 DENNIS DUPREY 29 TERRACE ROAD W. HARTFORD CT 06110 Single Fam Primary H Purchase
0073918635 MICHAEL P STODDARD 194 GEORGETOWN DRIVE GLASTONBURY CT 06033 Single Fam Primary H Purchase
0073919469 LAYNE L BRITTON 3677 BOISE AVENUE LOS ANGELES CA-S 90066 Single Fam Primary H Cash Out
0073919582 MICHAEL S TULKOFF 1001 ST PAUL ST 5D BALTIMORE MD 21202 Condo Investmen Purchase
0073919951 ROBERT A PUTZER 6343 NW 62 TERRACE PARKLAND FL 33067 Single Fam Primary H Purchase
0073920144 JAMES E SHULTZ 4005 W 110TH STREET LEAWOOD KS 66211 Single Fam Primary H Refinanc
0073920351 MICHAEL J DEMPKOWSKI 4516 ARBOR RD LONG BEACH CA-S 90808 Single Fam Primary H Purchase
0073920649 JON D BEAMAN 6130 CAMINO DEL RINC SAN DIEGO CA-S 92120 Single Fam Primary H Refinanc
0073921091 LOUIS A VANHOUTEN 1001 ST PAUL ST #6H BALTIMORE MD 21202 Condo Investmen Purchase
0073921130 MATTHEW S COOK 500 BELLA VISTA WAY SAN FRANCIS CA-N 94127 Single Fam Primary H Refinanc
0073922100 EDWARD R BERKHEIMER 4601 CEDARHILL ROA COCONUT CRE FL 33066 Single Fam Primary H Refinanc
0073922113 CHRISTOPHER CANEDY 28601 RANCHO DEL SOL LAGUNA NIGU CA-S 92656 PUD Primary H Purchase
0073922223 THOMAS W MILLER 7287 HIHN ROAD. BEN LOMOND CA-N 95005 Single Fam Primary H Refinanc
0073922333 MARK R LEVIN 1373 NEW BEDFORD LANE RESTON VA 22094 PUD Primary H Refinanc
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
65,200 56,021.50 77.030 8.63 360 253 1988-01-01 2017-12-01 1996-10-01
450,000 433,163.90 67.790 9.75 360 298 1991-10-01 2021-09-01 1996-10-01
94,950 81,661.56 73.800 9.88 360 272 1989-08-01 2019-07-01 1996-11-01
104,000 95,603.21 73.590 10.25 360 286 1990-10-01 2020-09-01 1997-01-01
216,000 207,674.52 86.680 9.25 360 301 1992-01-01 2021-12-01 1996-10-01
250,000 235,104.41 71.400 8.75 360 314 1993-02-01 2023-01-01 1996-10-01
254,700 239,853.16 84.920 9.75 360 274 1989-10-01 2019-09-01 1996-10-01
35,800 35,249.81 92.890 8.88 360 335 1994-11-01 2024-10-01 1996-10-01
282,000 270,714.63 76.390 8.75 360 304 1992-04-01 2022-03-01 1996-10-01
268,000 256,270.91 59.040 8.88 360 306 1992-06-01 2022-05-01 1996-10-01
228,600 218,758.43 74.290 8.63 360 304 1992-04-01 2022-03-01 1996-10-01
94,400 85,621.11 81.750 9.00 360 259 1988-07-01 2018-06-01 1996-10-01
212,000 195,342.93 72.090 8.88 360 269 1989-05-01 2019-04-01 1996-11-01
53,800 46,350.66 82.630 11.88 360 188 1982-08-01 2012-07-01 1996-10-01
256,500 240,794.10 81.800 8.63 360 284 1990-08-01 2020-07-01 1996-10-01
250,000 235,332.33 39.350 8.88 360 302 1992-02-01 2022-01-01 1996-10-01
299,793 258,986.04 69.310 8.66 360 286 1990-10-01 2020-09-01 1996-10-01
21,700 18,596.85 81.520 11.00 360 211 1984-07-01 2014-06-01 1996-10-01
221,000 213,186.42 43.140 9.25 360 305 1992-05-01 2022-04-01 1996-10-01
283,000 258,601.72 70.070 9.00 360 307 1992-07-01 2022-06-01 1996-11-01
226,500 217,897.77 74.240 8.88 360 305 1992-05-01 2022-04-01 1996-10-01
61,750 60,736.89 93.570 8.75 360 334 1994-10-01 2024-09-01 1996-10-01
500,000 483,548.74 62.500 8.63 360 313 1993-01-01 2022-12-01 1996-10-01
218,250 206,844.32 85.450 10.00 360 278 1990-02-01 2020-01-01 1996-10-01
63,750 56,145.80 66.270 10.00 360 237 1986-09-01 2016-08-01 1996-10-01
205,600 183,845.77 71.750 9.63 360 236 1986-08-01 2016-07-01 1996-10-01
33,600 31,841.21 75.950 10.38 360 280 1990-04-01 2020-03-01 1996-10-01
243,000 219,656.21 77.730 8.75 240 189 1992-09-01 2012-08-01 1996-10-01
66,400 65,431.14 92.280 9.13 360 335 1994-11-01 2024-10-01 1996-10-01
281,000 270,835.59 56.520 9.13 360 305 1992-05-01 2022-04-01 1996-10-01
143,900 136,326.65 75.880 10.00 360 277 1990-01-01 2019-12-01 1996-10-01
124,800 115,128.80 69.940 10.63 360 286 1990-10-01 2020-09-01 1996-10-01
500,000 474,395.25 67.890 10.25 360 276 1989-12-01 2019-11-01 1996-10-01
36,900 32,641.32 84.180 11.00 360 209 1984-05-01 2014-04-01 1996-10-01
225,000 216,477.28 60.150 8.88 360 305 1992-05-01 2022-04-01 1996-10-01
240,000 231,312.40 72.410 9.00 360 306 1992-06-01 2022-05-01 1996-11-01
252,750 237,339.50 70.570 9.50 360 272 1989-08-01 2019-07-01 1996-10-01
243,100 233,032.69 81.630 8.63 360 303 1992-03-01 2022-02-01 1996-10-01
33,200 28,816.92 78.390 13.00 360 206 1984-02-01 2014-01-01 1996-10-01
207,200 194,636.39 65.890 10.38 360 279 1990-03-01 2020-02-01 1996-10-01
225,000 216,344.80 83.350 9.38 360 300 1991-12-01 2021-11-01 1996-10-01
296,496 282,850.14 88.540 10.38 360 281 1990-05-01 2020-04-01 1996-10-01
222,300 215,355.96 53.880 8.63 360 315 1993-03-01 2023-02-01 1996-10-01
357,000 343,194.66 74.740 9.00 360 303 1992-03-01 2022-02-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073922524 MARTHA L TUMBLESON 19772 SHORECLIFF LANE HUNTINGTON CA-S 92648 Single Fam Primary H Purchase
0073922540 JOHN W GRAY 7403 LONGVIEW RD KANSAS CITY MO 64134 Single Fam Investmen Purchase
0073922621 EUGENE N SHERMAN 4330 GLENCOE AVE#3 MARINA DEL CA-S 90292 Condo Primary H Cash Out
0073923031 JOHN H AUSTEN 6027 KELSO DR MADISON OH 44057 Single Fam Investmen Purchase
0073923141 ROBERT E FISHER 10 ANN LANE RYE NY 10580 Single Fam Primary H Refinanc
0073923235 JOHN F RHODES RR #6 BOX 6137 C STROUDSBURG PA 18360 Single Fam Primary H Refinanc
0073923316 PEDRO MARTINEZ 6419 NW 32ND ST WASHINGTON DC 20015 Single Fam Primary H Refinanc
0073923617 ALBERT CAVANNA 14 LAWTON ROAD#7 MANCHESTER CT 06040 Condo Investmen Cash Out
0073924027 VERNON H RICKS 9850 KENTSDALE DRIVE POTOMAC MD 20854 Single Fam Primary H Refinanc
0073924205 MARK D HOFMEISTER 14 PATCHWORK COURT MONKTON MD 21111 Single Fam Primary H Purchase
0073924881 HOWARD LEVINE 12101 SW 89 AVE MIAMI FL 33176 Single Fam Primary H Refinanc
0073925152 MICHAEL REAVES 25 RUBY ST NEW HAVEN CT 06515 Single Fam Primary H Purchase
0073925301 STEVEN A SCHIAVONE 412 MAIN STREET FARMINGTON CT 06032 Single Fam Primary H Purchase
0073925628 ROLANDO C GAPUD 17 CHESHAM ROAD BROOKLINE MA 02146 Single Fam Primary H Purchase
0073925725 CLIFTON D WESTROPE 1060 NORTH ORANGE LA HABRA CA-S 90631 Single Fam Primary H Refinanc
0073925806 JOHN S AMBLER 100 GILFORD WAY ATLANTA GA 30350 Single Fam Primary H Refinanc
0073926067 PAUL F FAHAM 786 ROANOKE COURT PALATINE IL 60067 Single Fam Primary H Purchase
0073926397 WILLIAM D TERRY 51 SEVLAND ROAD NEWTON MA 02159 Single Fam Primary H Cash Out
0073926436 PETER F PAN 37 SEVILLE WAY SO. SAN FRA CA-N 94080 Single Fam Primary H Refinanc
0073926478 JAMES E LYONS 5600 BIDEFORD CT BOWIE MD 20715 Single Fam Primary H Purchase
0073926847 RICHARD S MARUK 24508 BERRY WARREN MI 48089 Single Fam Investmen Purchase
0073926986 JAMES GORELICK 5792 KENDALL DRIVE MIAMI FL 33156 Single Fam Primary H Refinanc
0073927095 GARY MCCOY W297-N KINGS WAY DELAFIELD WI 53188 Single Fam Primary H Refinanc
0073927121 IRENE M WRABEC 11214 BURTON SUGAR CREEK MO 64054 Single Fam Investmen Purchase
0073927529 WILLIAM GRAY 1115 HULLS HIGHWAY SOUTHPORT CT 06490 Single Fam Primary H Cash Out
0073927590 KEITH A HOVAN LOT. #3 HAWKINS RD. ORANGE CT 06477 Single Fam Primary H Purchase
0073927846 JAMSHID BERENDJI 2015 HERITAGE OAKS LAS VEGAS NV 89119 Single Fam Primary H Purchase
0073927985 ALEX V SKARULIS 220 CONCORD LANE CHICAGO IL 60614 Condo Primary H Purchase
0073927998 RICHARD G ADAMS 2101 SPRUCE DRIVE NW WASHINGTON DC 20012 Single Fam Primary H Refinanc
0073928560 RONALD C DRESNICK 7511 LOS PINOS BLVD CORAL GABLE FL 33143 Single Fam Primary H Refinanc
0073928735 DONALD E JOHNSON LOT 69 OLD MILL ROAD PASADENA MD 21404 Single Fam Investmen Purchase
0073928913 BRUCE A SMITH 734 CRESTON ROAD BERKELEY CA-N 94708 Single Fam Primary H Refinanc
0073929365 GARY L HAWORTH 2724-- N 81ST TERRACE KANSAS CITY KS 66106 2 Family Second Ho Refinanc
0073929488 GUY F MARHEWKA 47 MIDLANDS ROAD WEST HARTFO CT 06107 Single Fam Primary H Purchase
0073929857 ROBERT PIPITONE 509 N CURLEY ST BALTIMORE MD 21205 Single Fam Investmen Purchase
0073930040 NATHANIEL COLSTON, J 30062 RUNNING DEER LANE LAGUNA NIGU CA-S 92677 PUD Primary H Refinanc
0073930215 MICHAEL ALLEN WEBB 5400 COLONY ROAD CHARLOTTE NC 28226 Single Fam Primary H Purchase
0073930286 JOSEPHINE A GOMEZ 951 COLLEGE AVENUE MENLO PARK CA-N 94025 Single Fam Primary H Refinanc
0073930367 ROBERT H LO 3225 MILLIKIN AVENUE SAN DIEGO CA-S 92122 Single Fam Primary H Refinanc
0073930493 ROBERT A DICKINSON 2540 IVANHOE DRIVE LOS ANGELES CA-S 90039 Single Fam Primary H Cash Out
0073930943 THOMAS J JUREK 20 COBB COURT HUNTINGTON NY 11743 Single Fam Primary H Refinanc
0073931065 KAREN KAUFMAN 929 CONTRA COSTA AV BERKELEY CA-N 94707 Single Fam Primary H Purchase
0073931515 JAMES V BOARINI 36619 N FOX HILL DRIVE WADSWORTH IL 60083 Single Fam Primary H Refinanc
0073931573 GREGORY M MALYSZEK 6019 CONCORD AVE CRESTWOOD KY 40014 2 Family Investmen Purchase
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
230,400 217,955.64 75.820 9.88 360 277 1990-01-01 2019-12-01 1996-10-01
36,750 34,244.64 74.560 10.25 360 282 1990-06-01 2020-05-01 1996-11-01
251,250 239,693.87 71.670 10.38 360 281 1990-05-01 2020-04-01 1996-10-01
37,600 35,801.79 74.750 10.75 360 276 1989-12-01 2019-11-01 1996-10-01
290,000 280,902.32 58.620 8.88 360 313 1993-01-01 2022-12-01 1996-10-01
276,000 264,813.80 76.900 8.63 360 304 1992-04-01 2022-03-01 1996-10-01
277,850 267,945.83 72.460 9.13 360 306 1992-06-01 2022-05-01 1996-10-01
60,900 53,652.03 61.900 10.25 360 280 1990-04-01 2020-03-01 1996-10-01
235,000 226,294.26 35.980 8.88 360 306 1992-06-01 2022-05-01 1996-10-01
162,800 149,989.61 73.710 8.88 360 263 1988-11-01 2018-10-01 1996-10-01
300,000 288,355.28 76.420 8.63 360 308 1992-08-01 2022-07-01 1996-10-01
100,000 91,730.77 67.680 9.13 360 274 1989-10-01 2019-09-01 1996-10-01
140,000 129,292.40 57.840 9.13 360 281 1990-05-01 2020-04-01 1996-10-01
420,000 158,489.93 26.190 8.88 360 263 1988-11-01 2018-10-01 1996-10-01
211,500 204,893.23 87.330 8.63 360 315 1993-03-01 2023-02-01 1996-10-01
243,750 234,052.06 67.000 8.63 360 305 1992-05-01 2022-04-01 1996-11-01
330,400 316,894.97 76.850 10.13 360 290 1991-02-01 2021-01-01 1996-10-01
268,500 257,142.29 71.960 8.63 360 302 1992-02-01 2022-01-01 1996-10-01
270,000 6,232.23 2.970 9.70 360 276 1989-12-01 2019-11-01 1996-10-01
246,400 233,144.89 85.250 9.88 360 277 1990-01-01 2019-12-01 1996-10-01
30,000 28,390.93 74.780 10.25 360 274 1989-10-01 2019-09-01 1996-11-01
295,000 166,651.81 33.910 9.00 360 307 1992-07-01 2022-06-01 1996-10-01
281,250 272,235.74 72.660 8.63 360 314 1993-02-01 2023-01-01 1996-10-01
32,800 31,077.56 75.940 10.38 360 280 1990-04-01 2020-03-01 1996-10-01
330,000 297,876.36 59.480 8.75 360 305 1992-05-01 2022-04-01 1996-10-01
300,000 289,388.74 81.420 9.13 360 306 1992-06-01 2022-05-01 1996-10-01
130,500 119,482.18 82.610 13.50 360 209 1984-05-01 2014-04-01 1996-10-01
292,000 280,544.91 76.790 8.88 360 304 1992-04-01 2022-03-01 1996-10-01
225,000 203,946.84 68.270 8.75 360 306 1992-06-01 2022-05-01 1996-10-01
450,000 430,560.95 70.720 8.63 360 301 1992-01-01 2021-12-01 1996-10-01
29,545 18,605.70 55.310 9.50 360 116 1976-08-01 2006-07-01 1996-10-01
278,000 267,091.90 54.010 8.88 360 304 1992-04-01 2022-03-01 1996-10-01
81,000 32,547.00 22.500 10.13 360 243 1987-03-01 2017-02-01 1996-10-01
288,000 219,535.61 66.920 8.75 360 319 1993-07-01 2023-06-01 1996-11-01
26,175 24,996.36 71.730 12.00 360 265 1989-01-01 2018-12-01 1996-10-01
218,500 201,585.41 79.360 8.75 360 313 1993-01-01 2022-12-01 1996-10-01
396,000 353,879.76 71.690 8.63 360 293 1991-05-01 2021-04-01 1996-10-01
344,000 329,754.27 76.760 8.63 360 303 1992-03-01 2022-02-01 1996-11-01
360,000 342,575.91 76.270 8.75 360 314 1993-02-01 2023-01-01 1996-10-01
393,750 374,699.53 69.510 10.38 360 279 1990-03-01 2020-02-01 1996-10-01
255,000 238,383.87 69.270 9.25 360 300 1991-12-01 2021-11-01 1996-10-01
280,000 265,338.83 75.950 10.25 360 278 1990-02-01 2020-01-01 1996-10-01
248,000 238,440.87 58.970 9.25 360 301 1992-01-01 2021-12-01 1996-10-01
38,400 36,434.97 76.040 9.88 360 281 1990-05-01 2020-04-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073931667 MICHAEL T NORRIS 1548 CHICKAMAUGA LANE LONG GROVE IL 60047 Single Fam Primary H Cash Out
0073931751 JONATHAN H SHERROD 1112 WESTBROOKE WAY ATLANTA GA 30319 PUD Primary H Purchase
0073931913 CHARLES GREGORY ABDI 12526 MISSION HILLS DRI JACKSONVILL FL 32225 PUD Primary H Purchase
0073931971 CHRISTOPHER JAMES KI 436 VAN DYKE DEL MAR CA-S 92014 Single Fam Primary H Refinanc
0073931997 SANG DOK KIM 2111 DEVONSHIRE AVE OXNARD CA-S 93030 Single Fam Primary H Refinanc
0073932129 DAVID O JUSTICE 1133 N LINDEN OAK PARK IL 60302 Single Fam Primary H Cash Out
0073932831 GEORGE W STONE 652 W STONE WHEEL CT MILLERSVILL MD 21108 Townhouse Investmen Purchase
Totals:
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
396,500 383,791.46 67.800 8.63 360 314 1993-02-01 2023-01-01 1996-10-01
214,000 204,801.89 75.990 8.88 360 302 1992-02-01 2022-01-01 1996-10-01
224,000 216,986.36 85.230 8.75 360 314 1993-02-01 2023-01-01 1996-10-01
428,000 410,674.33 76.900 8.75 360 303 1992-03-01 2022-02-01 1996-10-01
264,000 249,524.19 75.750 10.88 360 265 1989-01-01 2018-12-01 1996-10-01
228,750 219,698.91 72.160 8.88 360 303 1992-03-01 2022-02-01 1996-10-01
48,000 45,360.35 42.870 9.75 360 277 1990-01-01 2019-12-01 1996-10-01
115,286,134 106,967,591.74 70.658 9.28 359 294
</TABLE>
<TABLE>
<CAPTION>
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073811473 DAVID M ROLLO 327 MOORE ST SANTA CRUZ CA-N 95060 Single Fam Primary H Refinanc
0073812016 GRACE ELLEN PORTELLI 432 SNYDER ROAD WYCKOFF NJ 07481 Single Fam Primary H Purchase
0073812443 MARC C HOCHBERG 5110 SPRINGLAKE WAY BALTIMORE MD 21212 Single Fam Primary H Refinanc
0073812634 MARK S MANDELL 414 LOVE LANE WARWICK RI 02818 Single Fam Primary H Purchase
0073813060 JOHN F ANDERSON 231 PHILLIP LANE LEONARDTOWN MD 20650 Single Fam Primary H Refinanc
0073813581 BARRY GRUMMER 72 WINDSOR DRIVE MONTVILLE NJ 07058 Single Fam Primary H Refinanc
0073816384 MARY KAY WOODS 52 FOX HOLLOW ROAD NEW FAIRFIE CT 06812 Single Fam Primary H Refinanc
0073818395 KENT VILLEPIGUE 206 GLEN ABBEY KIAWAH ISLA SC 29455 PUD Second Ho Refinanc
0073819967 CHRISTOPHER G GENT 38 BANBURY LN WEST HARTFO CT 06107 Single Fam Primary H Refinanc
0073820037 HARRY O HOOPER, JR 3204 POLO PLACE PLANT CITY FL 33567 PUD Primary H Refinanc
0073821531 MICHAEL D BURTON 183 AMBERJACK LANE SUGARLOAF S FL 33044 Single Fam Primary H Refinanc
0073821780 MIKE J HOOVER 235 WEST BLODGETT LAKE BLUFF IL 60044 Single Fam Primary H Refinanc
0073824075 DONALD C NELSON 2149 E NOTTINGHAM SPRINGFIELD MO 65804 Single Fam Primary H Purchase
0073824172 A TERRY SPEIZER 17549 VINELAND AVE MONTE SEREN CA-N 95030 Single Fam Primary H Refinanc
0073824868 KARRY L YOUNG 19 W 551 COUNTRY LN LOMBARD IL 60148 Single Fam Primary H Refinanc
0073825414 WILLIAM L JENSEN 898 BANFORD COURT MARIETTA GA 30068 Single Fam Primary H Refinanc
0073825634 JOHN M BROOKMAN 5960 LORING DR MINNETRISTA MN 55364 Single Fam Primary H Refinanc
0073825773 CYNTHIA J NELSON 3159 S FALLOW FIELD DIAMOND BAR CA-S 91765 Single Fam Primary H Refinanc
0073826358 MAUREEN M THOMAS 8144 ZITOLA TERRACE LOS ANGELES CA-S 90293 Single Fam Primary H Refinanc
0073826507 RICHARD E BASEHOAR 4004 LOG TRAIL WAY REISTERSTOW MD 21136 Single Fam Primary H Refinanc
0073828136 HERBERT J LAWSON 21 DUBLIN ROAD HILLTOWN PA 18927 Single Fam Primary H Refinanc
0073828961 DOMINIC A BARBARA 221 SWEET HOLLOW RD HUNTINGTON NY 11743 Single Fam Primary H Refinanc
0073829300 RICHARD A ALDERSON 7117 BURTONWOOD DRIVE ALEXANDRIA VA 22307 Single Fam Primary H Refinanc
0073829737 MOHAMMAD K MINAIE 3455 CONDOR RIDGE ROAD YORBA LINDA CA-S 92686 Single Fam Primary H Refinanc
0073830182 GARY W BOZICK 11435 CIRCLE DRIVE BURR RIDGE IL 60525 Single Fam Primary H Refinanc
0073830276 MICHAEL P STEWART 9 BUCKNELL DR CLARKS SUMM PA 18411 Single Fam Primary H Refinanc
0073830289 JANET A GILLEN 116-11 DAY STREET SAN FRANCIS CA-N 94131 2 Family Primary H Refinanc
0073830302 ASSEFA GEBRESELASSIE 11109 LAMPLIGHTER LANE POTOMAC MD 20854 Single Fam Primary H Refinanc
0073831699 ANSAR HAROUN 5475 BRAGG STREET SAN DIEGO CA-S 92122 Single Fam Primary H Refinanc
0073832122 STANLEY W EKSTROM 263 AVENIDA LOBEIRO SAN CALMENT CA-S 92672 Condo Second Ho Refinanc
0073832672 WAYNE P BRENCKLE 104 SUGAR PLUM MEAD ALTA UT 84092 PUD Primary H Refinanc
0073833121 BON YOUNG KOO 113 TIMBER EDGE LANE PALOS PARK IL 60464 Single Fam Primary H Refinanc
0073833639 DAVID DONOHO 2830 BUENA VISTA WAY BERKELEY CA-N 94708 Single Fam Primary H Refinanc
0073834654 BRETT WALLACE 5848 SOUTHWEST CLARION TOPEKA KS 66610 Single Fam Primary H Purchase
0073835611 ROBERT J D'AMICO 38 WILLOW BAY DRIVE SOUTH BARRI IL 60010 Single Fam Primary H Refinanc
0073835640 EARL I RAMER 86 STEPHANIE LANE ALAMO CA-N 94507 Single Fam Primary H Refinanc
0073836791 MARTIN HAYES BROOK FARM CIRCLE BEDFORD NY 10506 Single Fam Primary H Refinanc
0073837596 RALPH C LOSEY 1661 WOODLAND AVE WINTER PARK FL 32789 Single Fam Primary H Refinanc
0073838760 MARK A HOLTZER 1605 WALNUT AVENUE WILMETTE IL 60091 Single Fam Primary H Refinanc
0073839170 JACK M COSTA 11132 TIMBERHEAD LANE RESTON VA 22091 PUD Primary H Refinanc
0073839280 PAUL JUDGE 74 LINCOLN STREET DEDHAM MA 02026 Single Fam Primary H Purchase
0073839578 MARC R EKASALA 8866 HAWTHORNE AVENUE SURFSIDE FL 33154 Single Fam Primary H Purchase
0073839963 MALCOLM D KEEN 8641 CHASE GLEN CIR FAIRFAX STA VA 22039 PUD Primary H Refinanc
0073840392 NANCY L COSGROVE 3 EDGEWATER LANE SEVERNA PAR MD 21146 Single Fam Primary H Cash Out
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
238,000 199,572.28 64.560 8.13 180 132 1992-12-01 2007-11-01 1996-10-01
250,000 117,611.15 35.540 8.63 180 60 1986-12-01 2001-11-01 1996-10-01
225,700 158,542.23 43.710 7.88 180 134 1993-02-01 2008-01-01 1996-10-01
350,000 301,858.38 55.130 7.88 180 139 1993-07-01 2008-06-01 1996-11-01
227,900 190,509.71 56.070 8.00 180 132 1992-12-01 2007-11-01 1996-10-01
430,000 365,589.71 65.300 7.75 180 136 1993-04-01 2008-03-01 1996-10-01
208,000 170,464.75 65.910 8.38 180 133 1993-01-01 2007-12-01 1996-11-01
257,700 212,189.73 58.170 8.88 180 126 1992-06-01 2007-05-01 1996-10-01
260,000 216,554.98 39.750 7.63 180 132 1992-12-01 2007-11-01 1996-10-01
417,000 355,628.46 66.440 8.38 180 135 1993-03-01 2008-02-01 1996-10-01
297,600 243,719.00 66.160 8.50 180 126 1992-06-01 2007-05-01 1996-11-01
294,500 247,691.78 72.250 8.00 180 133 1993-01-01 2007-12-01 1996-10-01
250,000 120,030.91 38.630 8.63 180 60 1986-12-01 2001-11-01 1996-10-01
397,500 260,043.37 50.020 8.88 180 125 1992-05-01 2007-04-01 1996-10-01
240,000 200,415.72 50.570 8.50 180 131 1992-11-01 2007-10-01 1996-10-01
232,650 189,284.47 61.670 8.50 180 125 1992-05-01 2007-04-01 1996-10-01
242,000 207,932.11 31.310 7.88 180 138 1993-06-01 2008-05-01 1996-10-01
232,000 196,968.89 77.030 8.38 180 134 1993-02-01 2008-01-01 1996-10-01
250,000 208,617.39 35.090 8.88 180 129 1992-09-01 2007-08-01 1996-10-01
232,000 179,619.64 62.810 7.75 180 133 1993-01-01 2007-12-01 1996-10-01
243,750 199,001.32 61.830 8.63 180 125 1992-05-01 2007-04-01 1996-10-01
265,000 228,276.00 39.360 8.50 180 137 1993-05-01 2008-04-01 1996-10-01
327,900 270,652.30 66.660 7.50 180 131 1992-11-01 2007-10-01 1996-10-01
358,000 258,684.41 47.640 10.63 180 97 1990-01-01 2004-12-01 1996-10-01
300,000 251,559.61 48.370 7.50 180 134 1993-02-01 2008-01-01 1996-11-01
281,250 217,572.13 58.340 8.50 180 126 1992-06-01 2007-05-01 1996-10-01
412,000 343,180.72 67.280 7.63 180 132 1992-12-01 2007-11-01 1996-10-01
288,000 221,962.17 62.390 8.25 180 124 1992-04-01 2007-03-01 1996-10-01
275,000 233,462.94 67.340 7.88 180 136 1993-04-01 2008-03-01 1996-10-01
370,000 291,395.84 58.650 8.88 180 125 1992-05-01 2007-04-01 1996-10-01
250,000 6,206.60 3.010 8.50 180 126 1992-06-01 2007-05-01 1996-11-01
232,500 197,756.71 55.420 8.50 180 135 1993-03-01 2008-02-01 1996-10-01
265,000 222,473.04 56.140 7.88 180 133 1993-01-01 2007-12-01 1996-10-01
257,000 220,536.48 67.130 7.38 180 139 1993-07-01 2008-06-01 1996-10-01
275,000 185,826.52 27.730 8.25 180 127 1992-07-01 2007-06-01 1996-10-01
300,000 147,227.60 31.970 9.13 180 60 1986-12-01 2001-11-01 1996-10-01
315,000 268,234.50 62.230 7.50 180 137 1993-05-01 2008-04-01 1996-10-01
242,900 202,668.16 50.520 7.75 180 132 1992-12-01 2007-11-01 1996-10-01
240,000 199,420.23 67.100 8.50 180 129 1992-09-01 2007-08-01 1996-10-01
488,000 384,736.29 63.790 8.13 180 126 1992-06-01 2007-05-01 1996-10-01
122,400 108,223.79 74.780 6.38 180 148 1994-04-01 2009-03-01 1996-10-01
254,400 205,230.34 64.780 8.50 180 123 1992-03-01 2007-02-01 1996-10-01
235,000 192,803.54 55.620 8.63 180 126 1992-06-01 2007-05-01 1996-10-01
225,000 192,512.02 64.760 7.13 180 139 1993-07-01 2008-06-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073842947 WILLIAM L STRIBLING 3011 VININGS FOREST WAY ATLANTA GA 30339 Single Fam Primary H Refinanc
0073843616 LUIS GANAJA 17770 RIDGEWAY ROAD GRANADA HIL CA-S 91344 Single Fam Primary H Refinanc
0073844576 LIN-CHING WANG 20196 EDINBURGH DRIVE SARATOGA CA-N 95020 Single Fam Primary H Refinanc
0073846846 ANITA C ESSLINGER 820 S ADAMS ST ARLINGTON VA 22204 PUD Primary H Refinanc
0073846969 RICHARD M HOFFMAN 17013 BARN RIDGE DRIVE SILVER SPRI MD 20906 Single Fam Primary H Refinanc
0073847405 DENNIS C HAYES 110 BELLACREE ROAD DULUTH GA 30155 Single Fam Primary H Refinanc
0073847968 YOOSHIEH GAHRAMANI 405 PAYNE AVE CAMPBELL CA-N 95008 Single Fam Primary H Purchase
0073847997 JOHN T CROWLEY 6823 ELWOOD ROAD SAN JOSE CA-N 95120 Single Fam Primary H Refinanc
0073848514 E GRAHAM LAMPERT 915 ANDREWS LANE GATES MILLS OH 44040 Single Fam Primary H Refinanc
0073849720 W DAVID GILMER 2109 N DUNDEE STREET TAMPA FL 33629 Single Fam Primary H Refinanc
0073850625 KEITH HENRY 173 WASHINGTON AVE LITTLE FERR NJ 07643 2 Family Second Ho Purchase
0073850748 RICHARD D FISCHER 176 STANLEY DRIVE GLASTONBURY CT 06033 Single Fam Primary H Refinanc
0073851844 ELLEN E BONACORSI 7411 BYRON PLACE CLAYTON MO 63105 Single Fam Primary H Refinanc
0073852241 DAVID S MITTLER 104 BAYVIEW AVENUE PORT WASHIN NY 11050 Single Fam Primary H Refinanc
0073852403 DANIEL H EDELMAN 320 GLENDALE ROAD HILLSBOROUG CA-N 94010 Single Fam Primary H Refinanc
0073852649 KENNETH A POPIO 1800 PUGH STREET FAYETTEVILL NC 28305 Single Fam Primary H Refinanc
0073853114 ARTHUR STRICHMAN 243 SOUTHLAND DRIVE ORANGE CT 06477 Single Fam Primary H Refinanc
0073855730 ROSE N S ATWOOD 9403 FAIRPINE LANE GREAT FALLS VA 22066 PUD Primary H Refinanc
0073855895 EDWARD M EWALD 35 DEVINE ROAD SUFFIELD CT 06078 Single Fam Primary H Refinanc
0073856658 JOHN MICHAEL BOURLON 2303 BUCKQUARTER FARMS HILLSBOROUG NC 27278 Single Fam Primary H Refinanc
0073858009 PAUL H BELLAMY 21 INDIAN HEAD ROA GREENWICH CT 06878 Single Fam Primary H Purchase
0073858232 JEFFREY J CONNORS 3021 NE 45TH STREET FT LAUDERDA FL 33308 Single Fam Primary H Purchase
0073858355 MICHAEL TURNER 26615 WOODLORE FRANKLIN MI 48025 Single Fam Primary H Refinanc
0073858546 JOSEPH E KASPUTYS 1606 AERIE LANE MCLEAN VA 22101 Single Fam Second Ho Refinanc
0073858630 GRAEME J SMITH 420 MARGARET ST KEY WEST FL 33040 Single Fam Primary H Refinanc
0073858821 JEROME MOSKOWITZ 20191 EAST COUNTRY CLUB NORTH MIAMI FL 33180 Condo Primary H Refinanc
0073860181 JAMES R PAGLIERO 5537 WYNDHAM HILL COURT CARMICHAEL CA-N 95608 Single Fam Primary H Refinanc
0073861915 STANLEY E BURWELL 19030 EAST SUMMIT RIDGE WALNUT CA-S 91789 Single Fam Primary H Refinanc
0073862464 JOHN F GRIBBIN 201 SPRING RACE COURT ANNAPOLIS MD 21401 PUD Primary H Refinanc
0073862930 JULIO L HAEDO 147 S BUENA VISTA DR DUNEDIN FL 34698 Single Fam Primary H Purchase
0073862998 KIM B WELLS 4412 NICKLAUS DR LAWRENCE KS 66047 Single Fam Primary H Refinanc
0073863476 RALEIGH ESTRADA JR 609 DEL SOL AVENUE PLEASANTON CA-N 94566 Single Fam Primary H Refinanc
0073864459 MICHAEL CASELLA 105 ARRANDALE ROAD ROCKVILLE C NY 11570 Single Fam Primary H Cash Out
0073864996 PERRY L SANDLER 11932 CANFIELD ROAD POTOMAC MD 20854 PUD Primary H Refinanc
0073865393 GIOVANNI D BERTUSSI, 369 VENUS STREET THOUSAND OA CA-S 91360 Single Fam Primary H Refinanc
0073865649 YOUNG J YOUN 403 GRIST MILL CROSSING SEVERNA PAR MD 21146 Single Fam Primary H Refinanc
0073866224 PIO G VALENZUELA 849 WILDERNESS LANE GREENWOOD IN 46142 Single Fam Primary H Refinanc
0073867809 JOSHUA C MATTHEWS 1812 RIDGEWAY AVENUE LUTHERVILLE MD 21093 Single Fam Primary H Refinanc
0073868808 DAVID H SU 6 ARGOSY COURT GAITHERSBUR MD 20878 PUD Primary H Refinanc
0073871057 MICHAEL SPILSBURY 35 BRADCLIFF COURT SAN RAFAEL CA-N 94901 Single Fam Primary H Refinanc
0073871714 SANG HO KIM 13204 CAROLINE COURT HERNDON VA 22071 PUD Primary H Refinanc
0073872548 WOO KYUNG KIM 10796 CRANBERRY DRIVE CUPERTINO CA-N 95014 Single Fam Primary H Refinanc
0073873385 DONALD W KEYSER 9500 QUAIL PTE LANE FAIRFAX STA VA 22039 Single Fam Primary H Refinanc
0073873916 DAVID S BARR 2537 CARROLLTON ROAD ANNAPOLIS MD 21403 Single Fam Second Ho Refinanc
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
350,000 269,929.98 56.290 7.63 180 137 1993-05-01 2008-04-01 1996-10-01
294,000 189,142.32 46.470 8.38 180 123 1992-03-01 2007-02-01 1996-10-01
270,000 222,991.98 42.470 8.75 180 127 1992-07-01 2007-06-01 1996-10-01
248,400 206,693.99 75.590 8.63 180 129 1992-09-01 2007-08-01 1996-10-01
230,000 185,015.77 41.560 8.13 180 133 1993-01-01 2007-12-01 1996-10-01
921,000 801,040.84 61.090 7.38 180 142 1993-10-01 2008-09-01 1996-11-01
233,200 143,715.51 50.320 8.50 180 125 1992-05-01 2007-04-01 1996-10-01
328,000 274,125.75 67.490 8.00 180 134 1993-02-01 2008-01-01 1996-10-01
265,000 228,689.19 36.160 7.88 180 139 1993-07-01 2008-06-01 1996-10-01
339,800 256,498.57 47.220 8.50 180 130 1992-10-01 2007-09-01 1996-10-01
65,000 32,968.24 21.670 11.38 180 49 1986-01-01 2000-12-01 1996-10-01
248,000 212,813.27 69.050 7.38 180 139 1993-07-01 2008-06-01 1996-11-01
224,000 188,580.20 54.930 7.75 180 134 1993-02-01 2008-01-01 1996-10-01
252,000 209,672.34 67.190 8.25 180 130 1992-10-01 2007-09-01 1996-10-01
434,000 364,447.57 37.550 7.88 180 133 1993-01-01 2007-12-01 1996-11-01
278,800 235,172.06 68.010 7.63 180 137 1993-05-01 2008-04-01 1996-10-01
260,000 213,861.99 52.070 7.63 180 139 1993-07-01 2008-06-01 1996-10-01
279,000 192,647.72 48.430 7.50 180 138 1993-06-01 2008-05-01 1996-10-01
218,400 179,315.27 66.320 8.75 180 126 1992-06-01 2007-05-01 1996-10-01
317,000 282,246.51 69.430 6.75 180 150 1994-06-01 2009-05-01 1996-10-01
260,000 207,022.64 34.860 9.63 180 118 1991-10-01 2006-09-01 1996-10-01
288,000 245,265.27 68.730 8.63 180 134 1993-02-01 2008-01-01 1996-10-01
275,000 240,833.12 60.500 6.50 180 148 1994-04-01 2009-03-01 1996-10-01
268,000 239,159.31 40.190 7.38 180 148 1994-04-01 2009-03-01 1996-10-01
298,000 245,875.93 65.880 8.38 180 128 1992-08-01 2007-07-01 1996-11-01
285,000 242,288.48 65.200 7.75 180 136 1993-04-01 2008-03-01 1996-10-01
251,000 202,168.11 54.460 8.38 180 125 1992-05-01 2007-04-01 1996-10-01
250,000 205,509.52 51.900 7.88 180 132 1992-12-01 2007-11-01 1996-10-01
268,000 174,110.46 53.580 8.88 180 125 1992-05-01 2007-04-01 1996-11-01
232,000 154,853.42 54.210 8.75 180 123 1992-03-01 2007-02-01 1996-10-01
321,000 275,697.50 66.230 7.50 180 139 1993-07-01 2008-06-01 1996-10-01
248,000 203,216.50 66.190 8.88 180 125 1992-05-01 2007-04-01 1996-10-01
378,000 261,328.81 49.130 10.88 180 106 1990-10-01 2005-09-01 1996-10-01
300,000 250,981.18 50.880 7.88 180 136 1993-04-01 2008-03-01 1996-10-01
256,500 219,425.81 73.810 7.50 180 138 1993-06-01 2008-05-01 1996-10-01
213,000 147,682.37 50.140 8.00 180 129 1992-09-01 2007-08-01 1996-10-01
220,500 188,522.50 76.990 8.63 180 135 1993-03-01 2008-02-01 1996-10-01
464,500 354,725.57 42.740 8.38 180 124 1992-04-01 2007-03-01 1996-10-01
320,000 274,453.32 69.230 7.50 180 139 1993-07-01 2008-06-01 1996-10-01
300,000 246,636.57 34.620 8.00 180 133 1993-01-01 2007-12-01 1996-10-01
230,000 187,776.28 71.550 8.63 180 125 1992-05-01 2007-04-01 1996-10-01
330,000 275,665.49 63.280 7.63 180 137 1993-05-01 2008-04-01 1996-10-01
280,000 217,458.49 69.840 8.50 180 125 1992-05-01 2007-04-01 1996-10-01
372,000 318,701.25 58.210 7.63 180 138 1993-06-01 2008-05-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073874371 GARY E SUMEK 1227 RIPPEY STREET EL CAJON CA-S 92020 Single Fam Primary H Refinanc
0073874517 BRIAN J GELINAS 5250 PASEO PANORAMA YORBA LINDA CA-S 92687 Single Fam Primary H Refinanc
0073875600 JOHN S GARDENIER 1000 SALT MEADOW LANE MCLEAN VA 22101 Single Fam Primary H Refinanc
0073876599 JOSEPH T NIZOLEK 27953 OAKLANDS DRIVE EASTON MD 21601 Single Fam Primary H Refinanc
0073876968 GHOLAMHOSSEI SADAGHI 701 N HELENA STREET ANAHEIM CA-S 92805 Single Fam Primary H Refinanc
0073877271 NOEL T RIVERS-BULKEL 545 VALLEY HILL DR DUNWOODY GA 30338 Single Fam Primary H Refinanc
0073877624 WILLIAM ALAN WATSON 3000 GOLDEN MEADOW DRIV DANVILLE CA-N 94526 Single Fam Primary H Refinanc
0073877734 KENNETH P PHILLIPS 1804 WAKEMAN COURT WHEATON IL 60187 Single Fam Primary H Cash Out
0073879444 HARBINDER S BRAR 6936 OROZCO DRIVE RIVERSIDE CA-S 92506 Single Fam Primary H Refinanc
0073880886 JAMES C PERT 27 TIMBER LANE TOPSFIELD MA 01983 Single Fam Primary H Refinanc
0073880983 STEVEN STEINBERG 329 BONAIR STREET LA JOLLA CA-S 92037 Condo Primary H Refinanc
0073882046 DAVID N K WANG 15230 SOBEY ROAD SARATOGA CA-N 95070 Single Fam Primary H Refinanc
0073883456 THOMAS HOLMES 321 HILLSIDE AVENUE SANTA FE NM 87501 Single Fam Primary H Refinanc
0073883935 GEORGE R HANLON 450 ARGONNE DRIVE ATLANTA GA 30305 Single Fam Primary H Refinanc
0073884439 SCOTT B CUTLER 269 MORELAND STREET WORCESTER MA 01609 Single Fam Primary H Refinanc
0073884756 RICHARD DOROSH 5111 MOONSTONE AVENUE RANCHO CUCA CA-S 91730 Single Fam Primary H Purchase
0073885580 J ODIN MALDONADO 526 OVERHILL DRIVE EDGEWATER MD 21037 Single Fam Second Ho Purchase
0073886181 CHARLES R GRAHAM, JR 13333 RIDGEWOOD DR ELLICOTT CI MD 21042 Single Fam Primary H Refinanc
0073886495 STEPHEN M MINTZ 1200 AZALEA CIRCLE CONYERS GA 30208 Single Fam Primary H Refinanc
0073888422 TAWAB HESSAM 2258 TANGELWOOD CIRCLE ATLANTA GA 30345 Single Fam Primary H Refinanc
0073888558 MIRO KNEZEVIC 10942 LAKE COURT ROAD SANTA ANA CA-S 92705 Single Fam Primary H Purchase
0073889117 WILLIAM S HITCH 37 ISLAND DRIVE SAVANNAH GA 31406 Single Fam Primary H Refinanc
0073890326 HAROLD P KOLLER 420 HICKORY ROAD HUNTINGDON PA 19006 Single Fam Primary H Refinanc
0073890821 MARY JANE TROKEL 17621 DEVONSHIRE STREET NORTHRIDGE CA-S 91325 Single Fam Primary H Refinanc
0073892405 SHANIN MOSHIRI 749 ROANOKE COURT PALATINE IL 60067 Single Fam Primary H Refinanc
0073893051 JAMES F BANCROFT 8145 LINDEN LEAF CIRCLE WORTHINGTON OH 43235 Single Fam Primary H Refinanc
0073893815 EARL W FEURTADO 7310 FERNDALE CUT-OFF R LITTLE ROCK AR 72211 Single Fam Primary H Refinanc
0073895156 STEPHEN J MCDONALD 17421 SW 56TH STREET FT.LAUDERDA FL 33331 Single Fam Primary H Purchase
0073895729 JEFFREY I BINDER 8950 SOUTH WEST 117TH S MIAMI FL 33176 Single Fam Primary H Refinanc
0073895965 BRUCE E HODGES 20905 W 106TH OLATHE KS 66061 Single Fam Primary H Purchase
0073897329 JOHN R STRATON JR 23527 INDIAN WELLS MISSION VIE CA-S 92692 Condo Primary H Refinanc
0073897604 RONALD O SCHAFTEL 5707 GREENLEAF ROAD BALTIMORE C MD 21210 Single Fam Primary H Purchase
0073897756 ROBERT D VAUGHN, JR 5433 CHILTERN HILLS TRA CHARLOTTE NC 28215 Single Fam Primary H Refinanc
0073897769 THOMAS M CAROLAN, JR 11913 MEYLSTON DRIVE TIMONIUM MD 21093 Single Fam Primary H Refinanc
0073898137 JACK C HAMMETT, JR 9135 ERMANTRUDE COURT VIENNA VA 22182 Single Fam Primary H Refinanc
0073898917 TERENCE A OSBORN 21725 HILANDALE CT KILDEER IL 60047 Single Fam Primary H Refinanc
0073899181 BRAD K HANDA 5065 WOODBRAE COURT SARATOGA CA-N 95070 Single Fam Primary H Refinanc
0073899343 JOSEPH F GUIDA 54 ANDERSON ROAD POMFRET CT 06259 Single Fam Primary H Purchase
0073899408 SAMI M SHOUKAIR 424 ELMHURST PLACE FULLERTON CA-S 92635 Single Fam Primary H Refinanc
0073899495 WILLIAM E HANNAH 6143 LAWRENCE STREET CYPRESS CA-S 90630 Single Fam Primary H Refinanc
0073899534 SAMI K SULEIMAN 6520 E HALBERT RD BETHESDA MD 20817 Single Fam Primary H Refinanc
0073900067 FRED G STEINGRABER 40 GULL POINT ROAD HILTON HEAD SC 29928 PUD Second Ho Refinanc
0073900449 BEVERLY REDDEN 12333 PINE PLACE PALOS HEIGH IL 60463 Single Fam Primary H Refinanc
0073901587 ANDRE AMEER 9 HIALEAH DRIVE COLTS NECK NJ 07722 Single Fam Primary H Refinanc
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
267,250 207,743.80 58.410 8.75 180 122 1992-02-01 2007-01-01 1996-10-01
235,000 189,838.59 41.270 8.00 180 133 1993-01-01 2007-12-01 1996-10-01
320,000 248,862.08 62.140 7.63 180 139 1993-07-01 2008-06-01 1996-10-01
241,000 176,640.28 59.400 8.38 180 125 1992-05-01 2007-04-01 1996-11-01
315,000 218,759.55 52.820 9.75 180 94 1989-10-01 2004-09-01 1996-10-01
278,000 232,729.81 67.120 8.00 180 132 1992-12-01 2007-11-01 1996-10-01
390,000 293,026.10 45.970 8.25 180 135 1993-03-01 2008-02-01 1996-10-01
305,200 266,774.26 66.660 6.63 180 145 1994-01-01 2008-12-01 1996-11-01
500,000 475,089.47 67.940 8.13 180 137 1993-05-01 2008-04-01 1996-12-01
261,000 204,220.94 66.630 8.50 180 126 1992-06-01 2007-05-01 1996-10-01
240,000 201,560.24 67.810 8.25 180 132 1992-12-01 2007-11-01 1996-10-01
500,000 408,462.10 37.490 9.00 180 124 1992-04-01 2007-03-01 1996-10-01
320,000 232,664.13 21.620 6.88 180 150 1994-06-01 2009-05-01 1996-10-01
423,000 373,878.46 57.130 7.25 180 146 1994-02-01 2009-01-01 1996-10-01
260,000 210,815.47 59.640 8.50 180 124 1992-04-01 2007-03-01 1996-10-01
224,000 151,275.96 50.510 10.75 180 87 1989-03-01 2004-02-01 1996-10-01
264,000 204,710.65 62.770 8.00 180 124 1992-04-01 2007-03-01 1996-10-01
500,000 399,861.60 59.760 8.13 180 132 1992-12-01 2007-11-01 1996-10-01
300,000 243,916.89 63.210 8.00 180 135 1993-03-01 2008-02-01 1996-10-01
265,000 201,167.64 58.150 7.63 180 136 1993-04-01 2008-03-01 1996-10-01
590,000 481,686.32 61.270 8.63 180 125 1992-05-01 2007-04-01 1996-11-01
270,000 227,776.75 36.040 7.50 180 135 1993-03-01 2008-02-01 1996-10-01
300,000 247,232.89 47.100 8.13 180 135 1993-03-01 2008-02-01 1996-11-01
238,500 190,711.53 53.060 7.50 180 139 1993-07-01 2008-06-01 1996-12-01
287,000 236,285.58 63.730 8.38 180 134 1993-02-01 2008-01-01 1996-10-01
215,000 180,487.33 52.810 7.63 180 138 1993-06-01 2008-05-01 1996-10-01
251,100 162,252.30 49.960 7.75 180 132 1992-12-01 2007-11-01 1996-10-01
260,000 212,449.99 66.000 9.13 180 124 1992-04-01 2007-03-01 1996-10-01
250,000 203,891.07 45.760 8.38 180 126 1992-06-01 2007-05-01 1996-10-01
253,800 189,464.79 67.750 10.25 180 107 1990-11-01 2005-10-01 1996-10-01
210,000 179,523.93 64.690 7.75 180 138 1993-06-01 2008-05-01 1996-10-01
216,000 172,441.21 72.230 7.88 180 130 1992-10-01 2007-09-01 1996-10-01
223,500 187,574.92 49.180 7.88 180 133 1993-01-01 2007-12-01 1996-10-01
267,000 229,449.52 57.160 7.50 180 139 1993-07-01 2008-06-01 1996-10-01
296,000 250,343.29 68.290 7.63 180 140 1993-08-01 2008-07-01 1996-10-01
265,000 220,652.48 51.820 8.50 180 134 1993-02-01 2008-01-01 1996-10-01
279,800 228,927.00 61.660 7.38 180 137 1993-05-01 2008-04-01 1996-10-01
250,000 210,659.39 64.130 8.50 180 132 1992-12-01 2007-11-01 1996-11-01
265,600 165,823.51 46.870 10.25 180 80 1988-08-01 2003-07-01 1996-10-01
243,750 170,325.94 52.770 7.63 180 133 1993-01-01 2007-12-01 1996-10-01
220,000 177,825.51 55.700 8.25 180 127 1992-07-01 2007-06-01 1996-10-01
464,000 401,102.50 41.970 7.63 180 140 1993-08-01 2008-07-01 1996-11-01
220,000 164,687.20 60.790 8.63 180 136 1993-04-01 2008-03-01 1996-10-01
222,350 187,343.10 70.590 7.88 180 135 1993-03-01 2008-02-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073901846 ERNEST G NORA,III 9434 RIDGEWAY AVENUE EVANSTON IL 60203 Single Fam Primary H Refinanc
0073903255 JERRY M ROSENQUIST 3N 460 SHAGBARK WEST CHICAG IL 60185 Single Fam Primary H Refinanc
0073903530 ROBERT W DENNY 975 VALLEY ROAD FRANKLIN LA NJ 07417 Single Fam Primary H Refinanc
0073905732 JOSEPH E DELUCIA 616 WINDSOR CT CHESHIRE CT 06410 Single Fam Primary H Refinanc
0073906401 DARRELL L YOUNG 7911 WOODRIDGE DR S PARKLAND FL 33067 PUD Primary H Refinanc
0073906498 SHYH-JIH YIH 881 RICHARDSON CT PALO ALTO CA-N 94303 Single Fam Primary H Refinanc
0073907552 HARVEY L DUBIN 6975 SILENT DELL LANE COLUMBIA MD 21044 Single Fam Primary H Refinanc
0073907769 WILLIAM G GIBSON 7 LOCH LANE SOUTH BARRI IL 60010 Single Fam Primary H Refinanc
0073908878 BRUCE R BACON 43 ARUNDEL CLAYTON MO 63105 Single Fam Primary H Refinanc
0073909521 HARRIS S YETT 109 MATTAKESETT WAY EDGARTOWN MA 02539 Single Fam Primary H Refinanc
0073910073 J V FIGUEREDO 1700 CUTLER RIDGE RO SMYRNA GA 30080 Single Fam Primary H Refinanc
0073910549 BARRY H NOSS 343 DONALD DRIVE MORAGA CA-N 94556 Single Fam Primary H Refinanc
0073910662 PAUL E FIELD 4110 CREMSON DRIVE PHOENIX MD 21131 Single Fam Primary H Refinanc
0073910879 LAWRENCE A HODGKISS 15648 UNION CHAPEL ROAD WOODBINE MD 21797 Single Fam Primary H Refinanc
0073911409 TERRI D HOMER 1210 SHARON PARK DRIVE MENLO PARK CA-N 94025 PUD Primary H Refinanc
0073914493 RICHARD M CROWLEY 27827 LE GATES COVE ROA EASTON MD 21601 Single Fam Primary H Refinanc
0073914781 E EDWIN RAMM 901 ORLEANS TAMPA FL 33606 Single Fam Primary H Refinanc
0073914820 GORDON WONG 101 SAN ALESO AVENUE SAN FRANCID CA-N 94127 Single Fam Primary H Refinanc
0073914846 MICHAEL SHIRLEY 11515 W BALLENTINE OVERLAND PA KS 66210 2 Family Second Ho Refinanc
0073914930 THOMAS L SPRAGUE 290 ALITOS DRIVE WATSONVILLE CA-N 95076 Single Fam Primary H Refinanc
0073916006 STEWART A SCHUSTER 1858 ROCKSPRING PLACE WALNUT CREE CA-N 94596 PUD Primary H Refinanc
0073916064 MICHAEL A SINACORE 1606 LOIS COURT GENEVA IL 60134 Single Fam Primary H Refinanc
0073916365 STANLEY W BALIS 10816 WILLOW RUN COURT POTOMAC MD 20854 Single Fam Primary H Refinanc
0073916585 AUN YAM 24075 MALIBU ROAD HAYWARD CA-N 94545 Single Fam Primary H Refinanc
0073917005 CHARLES H GREMP 6955 W 30TH ST BERWYN IL 60402 Single Fam Primary H Purchase
0073917241 GEORGE GOFF 710 EAST NEWCASTLE LANE PROSPECT HE IL 60070 Single Fam Primary H Purchase
0073917348 JEROME FINIS 630 ABERDEEN RD INVERNESS IL 60067 Single Fam Primary H Refinanc
0073918910 LOUISE M PEZZULO 5625 ARCHMERE AVE CLEVELAND OH 44144 Single Fam Primary H Purchase
0073920995 ARNOLD E NEEDLEMAN 18300 LONG LAKE DRIVE BOCA RATON FL 33496 PUD Primary H Refinanc
0073922485 DONALD O HAAS 2103 SUNNYSIDE AVENUE EL CAJON CA-S 92019 Single Fam Primary H Refinanc
0073924344 HOWARD W HAMILTON JR 10 ELIZABETH COURT OAK PARK IL 60302 Single Fam Primary H Refinanc
0073924797 RONALD NEAL WEISS 9727 POLISHED STONE COLUMBIA MD 21046 Single Fam Primary H Refinanc
0073925042 PRISCILLA A RICHARDS 11434 STONE MILL CT OAKTON VA 22124 Single Fam Primary H Purchase
0073925262 KEVIN J AISTER 149 HAWKINS CIRCLE WHEATON IL 60187 Single Fam Primary H Refinanc
0073926229 WILLIAM D WILLIAMS, 872 LILAC DRIVE BOCA RATON FL 33487 Single Fam Primary H Refinanc
0073927448 F KEELS DICKSON 3116 CLARENDON ROAD CHARLOTTE NC 28211 Single Fam Primary H Refinanc
0073928366 STEPHEN R PITTS 5775 HEARDS FOREST DRIV ATLANTA GA 30328 Single Fam Primary H Purchase
0073928845 GUALBERTO A LICUDINE 2126 WARWICK LANE GLENVIEW IL 60025 Single Fam Primary H Purchase
0073928971 CRAIG T FLURY 629 WOOD LOT TRAIL ROAD ANNAPOLIS MD 21401 Single Fam Primary H Refinanc
0073929006 RICHARD W MARQUART 5249 KALMIA DRIVE DAYTON MD 20136 Single Fam Primary H Refinanc
0073929268 CONN B HICKEY 4 HILLCREST AVENUE SAN ANSELMO CA-N 94960 Single Fam Primary H Refinanc
0073929543 HAROLD NGUYEN 8243 E WOODWIND AVE ORANGE CA-S 92669 Single Fam Primary H Refinanc
0073929886 WILLIAM C LANHAM 3803 DUVAL DRIVE JACKSONVILL FL 32250 Single Fam Second Ho Refinanc
0073930697 JAMES RAMSAY 935 CASTLE FALLS DRIVE ATLANTA GA 30329 Single Fam Primary H Refinanc
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
275,000 230,550.95 58.180 7.75 180 133 1993-01-01 2007-12-01 1996-10-01
270,000 227,432.03 58.860 7.75 180 134 1993-02-01 2008-01-01 1996-10-01
295,000 239,109.51 32.210 7.50 180 139 1993-07-01 2008-06-01 1996-10-01
238,000 192,581.10 49.280 7.63 180 133 1993-01-01 2007-12-01 1996-10-01
292,850 240,403.32 55.800 9.00 180 125 1992-05-01 2007-04-01 1996-10-01
326,600 223,966.38 52.220 10.25 180 100 1990-04-01 2005-03-01 1996-10-01
265,000 208,909.62 70.470 7.88 180 133 1993-01-01 2007-12-01 1996-10-01
287,500 247,452.15 37.100 7.63 180 140 1993-08-01 2008-07-01 1996-11-01
288,000 235,118.42 74.190 8.75 180 125 1992-05-01 2007-04-01 1996-10-01
300,000 257,060.31 48.040 7.25 180 139 1993-07-01 2008-06-01 1996-10-01
239,000 151,425.85 48.730 8.63 180 125 1992-05-01 2007-04-01 1996-10-01
357,500 295,266.59 53.950 7.25 180 132 1992-12-01 2007-11-01 1996-11-01
268,000 220,555.45 66.470 8.50 180 127 1992-07-01 2007-06-01 1996-11-01
239,500 193,097.25 58.810 8.50 180 124 1992-04-01 2007-03-01 1996-12-01
393,250 314,138.79 63.790 8.38 180 125 1992-05-01 2007-04-01 1996-11-01
440,000 250,914.01 37.500 8.50 180 136 1993-04-01 2008-03-01 1996-10-01
448,000 374,749.59 59.100 8.38 180 134 1993-02-01 2008-01-01 1996-10-01
416,000 347,608.71 67.490 7.50 180 133 1993-01-01 2007-12-01 1996-10-01
110,000 58,163.06 34.500 9.25 180 67 1987-07-01 2002-06-01 1996-10-01
325,000 263,888.52 44.790 8.63 180 124 1992-04-01 2007-03-01 1996-10-01
400,000 236,733.41 48.270 8.13 180 134 1993-02-01 2008-01-01 1996-10-01
252,000 210,193.29 60.630 7.75 180 132 1992-12-01 2007-11-01 1996-10-01
405,000 349,038.64 57.730 7.75 180 139 1993-07-01 2008-06-01 1996-10-01
280,000 204,135.11 59.060 10.13 180 100 1990-04-01 2005-03-01 1996-10-01
30,000 11,946.90 17.690 14.00 180 35 1984-11-01 1999-10-01 1996-10-01
300,000 256,748.31 61.700 6.75 180 140 1993-08-01 2008-07-01 1996-10-01
270,000 226,835.11 54.570 6.38 180 145 1994-01-01 2008-12-01 1996-10-01
35,000 24,889.83 50.450 10.50 180 95 1989-11-01 2004-10-01 1996-10-01
456,000 359,723.37 63.780 8.88 180 125 1992-05-01 2007-04-01 1996-10-01
308,500 251,864.52 43.480 8.63 180 125 1992-05-01 2007-04-01 1996-10-01
245,000 206,070.89 55.210 8.00 180 133 1993-01-01 2007-12-01 1996-11-01
252,000 205,436.96 65.540 8.63 180 125 1992-05-01 2007-04-01 1996-11-01
210,000 120,657.42 40.450 9.88 180 62 1987-02-01 2002-01-01 1996-10-01
221,000 174,492.91 58.850 8.25 180 132 1992-12-01 2007-11-01 1996-10-01
300,000 241,898.29 35.310 8.75 180 125 1992-05-01 2007-04-01 1996-10-01
219,750 170,065.81 58.720 8.88 180 126 1992-06-01 2007-05-01 1996-10-01
304,000 244,155.69 64.900 8.88 180 126 1992-06-01 2007-05-01 1996-10-01
260,000 208,023.25 50.670 8.38 180 130 1992-10-01 2007-09-01 1996-10-01
256,000 217,859.90 53.390 6.88 180 139 1993-07-01 2008-06-01 1996-11-01
299,000 256,267.43 66.830 6.88 180 140 1993-08-01 2008-07-01 1996-10-01
267,000 223,843.88 61.570 7.75 180 133 1993-01-01 2007-12-01 1996-10-01
284,000 228,384.45 64.990 8.63 180 122 1992-02-01 2007-01-01 1996-10-01
465,000 370,792.60 53.560 7.88 180 132 1992-12-01 2007-11-01 1996-10-01
315,000 269,470.40 67.980 7.50 180 138 1993-06-01 2008-05-01 1996-10-01
Zip Prop Own
Loan # Name Address City State Code Type Occ Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0073931133 DENNIS AANDERUD 12438 ANNAGREEN COURT MANASSAS VA 20112 Single Fam Primary H Refinanc
0073931188 WALTER W EUBANKS 141 12TH STREET, S E WASHINGTON DC 20003 Townhouse Primary H Refinanc
0073931939 MARTIN EDELSTEIN 11 BEVERLY ROAD GREAT NECK NY 11021 Single Fam Primary H Refinanc
0073932297 LONG BAO DANG 579 GLASGOW COURT MILPITAS CA-N 95035 Single Fam Primary H Refinanc
0073932323 BRIAN S LEWIS 9023 OAK RUN DRIVE SHELBY TOWN MI 48317 Single Fam Primary H Purchase
0073932721 E B STRICKLAND 104 RIDGETREE LANE MARIETTA GA 30068 PUD Primary H Refinanc
Totals:
First Paid
Orig Current Orig Rem Pay Maturity Thru
Balance UPB LTV Rate Term Term Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C> <C>
220,000 182,854.89 62.560 8.88 180 128 1992-08-01 2007-07-01 1996-10-01
246,000 208,186.59 63.100 7.75 180 135 1993-03-01 2008-02-01 1996-10-01
260,750 221,304.37 39.180 8.00 180 135 1993-03-01 2008-02-01 1996-10-01
330,400 282,225.11 68.960 7.38 180 138 1993-06-01 2008-05-01 1996-10-01
245,600 183,942.83 60.430 9.88 180 112 1991-04-01 2006-03-01 1996-11-01
267,500 215,675.86 64.110 8.25 180 130 1992-10-01 2007-09-01 1996-10-01
52,565,300 41,818,400.59 56.691 8.14 180 130
</TABLE>
