<PAGE>
- --------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
June 6, 1996
STRUCTURED ASSET SECURITIES CORPORATION (as depositor under the Trust
Agreement, dated as of May 1, 1996, providing for the issuance of
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-2)
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 10285
New York, New York --------------
------------------------ (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code (212) 526-5594
No Change
--------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
--------------------------------------------------------------
<PAGE>
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 $196,206,817 in aggregate
principal amount of Class A1, Class A2, Class A3, Class A4, Class A5, Class
A6, Class A7, Class AP, Class B1, Class B2, Class B3 and Class R Certificates
of its Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-2 on May 29, 1996. This Current Report on Form 8-K
is being filed to satisfy an undertaking, contained in the definitive
Prospectus dated May 21, 1996 and the Prospectus Supplement dated May 21,
1996, to file a copy of the Trust Agreement (defined below) executed in
connection with the issuance of the Certificates, a form of which was filed
as an exhibit to the Registration Statement, and a copy of the Mortgage Loan
Sale, Warranties and Servicing Agreement, dated as of May 1, 1996, between
Lehman Capital, A Division of Lehman Brothers Holdings Inc., and Chemical
Bank.
The Certificates were issued pursuant to a Trust Agreement (the "Trust
Agreement") attached hereto as Exhibit 4.1, dated as of May 1, 1996, between
-----------
Structured Asset Securities Corporation, as depositor (the "Depositor"), and
Norwest Bank Minnesota, N.A., as trustee (the "Trustee"). The Certificates
consist of the following classes: Class A1, Class A2, Class A3, Class A4,
Class A5, Class A6, Class A7, Class AP, Class B1, Class B2, Class B3, Class
B4, Class B5, Class B6 and Class R Certificates. The Certificates evidence
all the beneficial ownership interest in a trust fund that contains a pool
of fixed rate, fully amortizing, conventional, first lien, residential
mortgage loans (the "Mortgage Loans") with an aggregate outstanding principal
balance of approximately $200,723,973 as of May 1, 1996 (the "Cut-off Date"),
together with certain other assets. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to them in the Trust
Agreement.
2
<PAGE>
Item 7. Financial Statements; Pro Forma Financial Information and
---------------------------------------------------------
Exhibits
- --------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
1.1 Terms Agreement, dated May 21, 1996, between Structured
Asset Securities Corporation and Lehman Brothers Inc.
4.1 Trust Agreement, dated as of May 1, 1996, between
Structured Asset Securities Corporation, as
Depositor, and Norwest Bank Minnesota, N.A., as
Trustee.
99.1 Mortgage Loan Sale, Warranties and Servicing Agreement,
dated as of May 1, 1996, between Lehman Capital, A
Division of Lehman Brothers Holdings Inc., and Chemical
Bank.
99.2 Mortgage Loan Schedule.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STRUCTURED ASSET SECURITIES
CORPORATION
By:/s/ Prue Larocca
----------------------------------
Name: Prue Larocca
Title: Vice President
Dated: June 6, 1996
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description Page No.
- ----------- ----------- --------
1.1 Terms Agreement
4.1 Trust Agreement
99.1 Mortgage Loan Sale, Warranties and
Servicing Agreement
99.2 Mortgage Loan Schedule
<PAGE>
Draft No. 1
4/16/96
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-2
TERMS AGREEMENT
---------------
Dated: May 21, 1996
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of May 1, 1996 (the "Trust Agreement").
Re: Underwriting Agreement Standard Terms dated as of May 21, 1996 (the
"Standard Terms," and together with this Terms Agreement, the
"Agreement").
Series Designation: Series 1996-2.
- ------------------
Terms of the Series 1996-2 Certificates: Structured Asset Securities
- ---------------------------------------
Corporation, Series 1996-2 Mortgage Pass-Through Certificates, Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class AP, Class
B1, Class B2, Class B3, Class B4, Class B5, Class B6 and Class R (the
"Certificates") will evidence, in the aggregate, all of the beneficial
ownership interest in a trust fund (the "Trust Fund"). The primary assets of
the Trust Fund consist of a pool of fixed rate, fully amortizing,
conventional, first lien residential mortgage loans (the "Mortgage Loans").
The Certificates consist of fifteen classes: Class A1, Class A2, Class A3,
Class A4, Class A5, Class A6, Class A7, Class AP, Class B1, Class B2, Class
B3, Class B4, Class B5, Class B6 and Class R. Only the Class A1, Class A2,
Class A3, Class A4, Class A5, Class A6, Class A7, Class AP, Class B1, Class
B2, Class B3 and Class R Certificates (collectively, the "Offered
Certificates") are being sold pursuant to the terms hereof.
1
<PAGE>
Registration Statement: File Number 33-99598.
- ----------------------
Certificate Ratings: It is a condition of Closing that at the Closing Date
- -------------------
the Class A1, Class A2, Class A3, Class A4, Class A5, Class A7 and Class R
Certificates be rated "AAA" by each of Standard & Poor's Rating Services
("S&P") and Fitch Investors Service, L.P. ("Fitch"); that the Class A6 and
Class AP Certificates be rated "AAAr" by S&P and "AAA" by Fitch; that the
Class B1 Certificates be rated "AA" by S&P; that the Class B2 Certificates be
rated "A" by S&P; and that the Class B3 Certificates be rated "BBB" by S&P.
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: May 1, 1996
- ------------
Closing Date: 10:00 A.M., New York time, on or about May 29, 1996. On the
- ------------
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefor for the account of the Underwriter.
2
<PAGE>
LEHMAN BROTHERS INC.
By: /s/ Michael J. O'Hanlon
----------------------------
Name: Michael J. O'Hanlon
Title: Managing Director
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Prue Larocca
-------------------------
Name: Prue Larocca
Title: Vice President
3
<PAGE>
Schedule 1
----------
<TABLE>
<CAPTION>
Initial
Certificate Certificate Purchase
Principal Interest Price
Class Amount(1) Rate Percentage
- ----- ----------- ----------- ----------
<S> <C> <C> <C>
Class A1 $36,995,000 7.000% 100.591%
Class A2 33,539,000 7.000 99.041
Class A3 65,263,000 7.000 97.744
Class A4 13,901,000 7.000 83.345
Class A5 13,852,000 7.500 100.000
Class A6 1,148,000 (2) 77.500
Class A7 20,000,000 7.000 94.250
Class AP 1,974,717 (2) 53.000
Class B1 5,520,000 7.000 93.141
Class B2 2,509,000 7.000 91.219
Class B3 1,505,000 7.000 88.329
Class R 100 7.000 100.000
</TABLE>
________________________________
(1) Approximate.
(2) The Class A6 and Class AP Certificates will be principal-only
Certificates and will not bear interest.
4
<PAGE>
EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,
and
NORWEST BANK MINNESOTA, N.A., as Trustee
___________________________
TRUST AGREEMENT
Dated as of May 1, 1996
___________________________
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-2
1
<PAGE>
TABLE OF CONTENTS
Section Page
- ------- ----
ARTICLE I
DEFINITIONS
1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.02. Calculations Respecting Mortgage Loans . . . . . . . . . . . . 34
1.03. Calculations Respecting Accrued Interest . . . . . . . . . . . 34
ARTICLE II
DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES
2.01. Creation and Declaration of Trust Fund;
Conveyance of Mortgage Loans . . . . . . . . . . . . . . . . . 34
2.02. Acceptance of Trust Fund by Trustee:
Review of Documentation for Trust Fund . . . . . . . . . . . . 38
2.03. Representations and Warranties of the Depositor . . . . . . . . 39
2.04. Discovery of Breach . . . . . . . . . . . . . . . . . . . . . . 47
2.05. Repurchase, Purchase or Substitution of
Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . 48
2.06. Grant Clause . . . . . . . . . . . . . . . . . . . . . . . . . 49
ARTICLE III
THE CERTIFICATES
3.01. The Certificates . . . . . . . . . . . . . . . . . . . . . . . 49
3.02. Registration . . . . . . . . . . . . . . . . . . . . . . . . . 50
3.03. Transfer and Exchange of Certificates . . . . . . . . . . . . . 50
3.04. Cancellation of Certificates . . . . . . . . . . . . . . . . . 54
3.05. Replacement of Certificates . . . . . . . . . . . . . . . . . . 54
3.06. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . 55
3.07. Temporary Certificates . . . . . . . . . . . . . . . . . . . . 55
3.08. Appointment of Paying Agent . . . . . . . . . . . . . . . . . . 55
3.09. Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . 56
ARTICLE IV
ADMINISTRATION OF THE TRUST FUND
4.01. Collection Account . . . . . . . . . . . . . . . . . . . . . . 58
4.02. Application of Funds in the Collection Account . . . . . . . . 59
4.03. Reports to Certificateholders . . . . . . . . . . . . . . . . . 60
4.04. Certificate Account . . . . . . . . . . . . . . . . . . . . . . 62
4.05. The Class A5 Reserve Fund . . . . . . . . . . . . . . . . . . . 63
1
<PAGE>
ARTICLE V
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
5.01. Distributions Generally . . . . . . . . . . . . . . . . . . . . 64
5.02. Distributions from the Certificate Account . . . . . . . . . . 65
5.03. Allocation of Realized Losses . . . . . . . . . . . . . . . . . 73
5.04. Trustee Advances . . . . . . . . . . . . . . . . . . . . . . . 75
5.05. Distributions of Principal on
Redemption Certificates . . . . . . . . . . . . . . . . . . . . 75
5.06. The Certificate Insurance Policy . . . . . . . . . . . . . . . 81
ARTICLE VI
CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
6.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . 85
6.02. Certain Matters Affecting the Trustee . . . . . . . . . . . . . 86
6.03. Trustee Not Liable for Certificates . . . . . . . . . . . . . . 87
6.04. Trustee May Own Certificates . . . . . . . . . . . . . . . . . 88
6.05. Eligibility Requirements for Trustee . . . . . . . . . . . . . 88
6.06. Resignation and Removal of Trustee . . . . . . . . . . . . . . 88
6.07. Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . 89
6.08. Merger or Consolidation of Trustee . . . . . . . . . . . . . . 90
6.09. Appointment of Co-Trustee, Separate
Trustee or Custodian . . . . . . . . . . . . . . . . . . . . . 90
6.10. Authenticating Agents . . . . . . . . . . . . . . . . . . . . . 92
6.11. Indemnification of Trustee . . . . . . . . . . . . . . . . . . 93
6.12. Fees and Expenses of Trustee . . . . . . . . . . . . . . . . . 94
6.13. Collection of Monies . . . . . . . . . . . . . . . . . . . . . 94
6.14. Trustee To Act; Appointment of Successor . . . . . . . . . . . 95
6.15. Additional Remedies of Trustee Upon
Event of Default . . . . . . . . . . . . . . . . . . . . . . . 97
6.16. Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . . 97
6.17. Notification to Holders . . . . . . . . . . . . . . . . . . . . 97
6.18. Directions by Certificateholders and
Duties of Trustee During Event of Default . . . . . . . . . . . 98
6.19. Action Upon Certain Failures of the
Servicer and Upon Event of Default . . . . . . . . . . . . . . 98
2
<PAGE>
ARTICLE VII
PURCHASE AND TERMINATION
OF THE TRUST FUND
7.01. Termination of Trust Fund Upon Repurchase
or Liquidation of All Mortgage Loans . . . . . . . . . . . . . 99
7.02. Procedure Upon Termination of Trust Fund . . . . . . . . . . . 99
7.03. Additional Trust Fund Termination Requirements . . . . . . . . 100
ARTICLE VIII
RIGHTS OF CERTIFICATEHOLDERS
8.01. Limitation on Rights of Holders . . . . . . . . . . . . . . . . 102
8.02. Access to List of Holders . . . . . . . . . . . . . . . . . . . 103
8.03. Acts of Holders of Certificates . . . . . . . . . . . . . . . . 103
ARTICLE IX
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
9.01. Trustee To Retain Possession of Certain Documents . . . . . . . 104
9.02. Preparation of Tax Returns and Other Reports . . . . . . . . . 105
9.03. Release of Mortgage Files . . . . . . . . . . . . . . . . . . . 105
ARTICLE X
REMIC ADMINISTRATION
10.01. REMIC Administration . . . . . . . . . . . . . . . . . . . . . 106
10.02. Prohibited Transactions and Activities . . . . . . . . . . . . 108
10.03. Indemnification with Respect to Certain
Taxes and Loss of REMIC Status . . . . . . . . . . . . . . . . 109
3
<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.01. Binding Nature of Agreement; Assignment . . . . . . . . . . . . 110
11.02. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . 110
11.03. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
11.04. Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . 111
11.05. Provision of Information . . . . . . . . . . . . . . . . . . . 111
11.06. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . 112
11.07. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
11.08. Severability of Provisions . . . . . . . . . . . . . . . . . . 112
11.09. Indulgences; No Waivers . . . . . . . . . . . . . . . . . . . . 113
11.10. Headings Not To Affect Interpretation . . . . . . . . . . . . . 113
11.11. Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . 113
11.12. Special Notices to the Rating Agencies. . . . . . . . . . . . . 113
11.13. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 114
11.14. Matters Relating to the Certificate
Insurance Policy . . . . . . . . . . . . . . . . . . . . . . . 114
4
<PAGE>
ATTACHMENTS
Exhibit A Forms of Certificates
Exhibit B-1 Form of Trustee Initial Certification
Exhibit B-2 Form of Trustee Interim Certification
Exhibit B-3 Form of Trustee Final Certification
Exhibit B-4 (Reserved)
Exhibit C Trust Receipt
Exhibit D-1 Residual Certificate Transfer Affidavit (Transferee)
Exhibit D-2 Residual Certificate Transfer Affidavit (Transferor)
Exhibit E 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
Schedule A Mortgage Loan Schedule
Schedule B Principal Amount Schedules
Schedule C Schedule of Lost Notes
5
<PAGE>
This TRUST AGREEMENT, dated as of May 1, 1996 (the "Agreement"), is by
and between STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation,
as depositor (the "Depositor"), and NORWEST BANK MINNESOTA, N.A., a national
banking association, as trustee (the "Trustee").
PRELIMINARY STATEMENT
The Depositor has acquired the Mortgage Loans from Lehman Capital, A
Division of Lehman Brothers Holdings Inc. (the "Seller"), and at the Closing
Date is the owner of the Mortgage Loans and the other property being conveyed
by it to the Trustee for inclusion in the Trust Fund. On the Closing Date,
the Depositor will acquire the Certificates from the Trust Fund, as
consideration for its transfer to the Trust Fund of the Mortgage Loans and
the other property constituting the Trust Fund. The Depositor has duly
authorized the execution and delivery of this Agreement to provide for the
conveyance to the Trustee of the Mortgage Loans and the other property
constituting the Trust Fund. All covenants and agreements made by the
Depositor and the Trustee herein with respect to the Mortgage Loans and the
other property constituting the Trust Fund are for the benefit of the Holders
from time to time of the Certificates. The Depositor is entering into this
Agreement, and the Trustee is accepting the Trust Fund created hereby for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged.
The following table sets forth the Class designation, Certificate
Interest Rate, initial Class Certificate Principal Amount and Final Scheduled
Distribution Date for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
1
<PAGE>
<TABLE>
<CAPTION> Certificate Initial Certificate Final Scheduled Distribution
Class Designation Interest Rate Principal Amount Date(1)
<S> <C> <C> <C>
Class A1 7.000% $36,995,000.00 August 25, 2026
Class A2 7.000 33,539,000.00 August 25, 2026
Class A3 7.000 65,263,000.00 August 25, 2026
Class A4 7.000 13,901,000.00 August 25, 2026
Class A5 7.500 13,852,000.00 August 25, 2026
Class A6 0.000 1,148,000.00 August 25, 2026
Class A7 7.000 20,000,000.00 August 25, 2026
Class AP 0.000 1,974,717.98 August 25, 2026
Class B1 7.000 5,520,000.00 August 25, 2026
Class B2 7.000 2,509,000.00 August 25, 2026
Class B3 7.000 1,505,000.00 August 25, 2026
Class B4 7.000 2,309,000.00 August 25, 2026
Class B5 7.000 1,104,000.00 August 25, 2026
Class B6 7.000 1,104,155.62 August 25, 2026
Class R 7.000 100.00 August 25, 2026
</TABLE>
______________________
(1) Determined as provided herein.
As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $200,723,973.60.
In consideration of the mutual agreements herein contained, the
Depositor and the Trustee hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. The following words and phrases, unless
-----------
the context otherwise requires, shall have the following meanings:
Accepted Servicing Practices: As defined in the Servicing Agreement.
----------------------------
Accountant: A person engaged in the practice of accounting who
----------
(except when this Agreement provides that an Accountant must be Independent)
may be employed by or affiliated with the Depositor or an Affiliate of the
Depositor.
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)(iii) on such
Distribution Date and (y) any Interest Shortfall allocable to such Class or
Component
2
<PAGE>
pursuant to Section 5.02(a)(iv) 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: Any Class A4 Certificate.
-------------------
Accrual Component: None.
-----------------
Accrued Certificate Interest: As to any Class of Certificates and
----------------------------
any Distribution Date, the product of the Certificate Interest Rate for such
Class of Certificates and the outstanding Class Certificate Principal Amount
(or Aggregate Notional Amount) of such Class of Certificates immediately
preceding such Distribution Date.
Additional Collateral: None.
---------------------
Advance: A P&I Advance or a Servicing Advance.
-------
Affiliate: With respect to any specified Person, any other Person
---------
controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
Aggregate FSA Premium: As to any Distribution Date, the sum of (a)
---------------------
the FSA Premium for such Distribution Date and (b) the amount of any FSA
Premium that was not distributed to Financial Security on any prior
Distribution Date.
Aggregate Notional Amount: None.
-------------------------
Aggregate Principal Balance: The aggregate of the Principal Balances
---------------------------
for all Mortgage Loans at the date of determination.
Aggregate Voting Interests: The aggregate of the Voting Interests of
--------------------------
all the Certificates under this Agreement.
Agreement: This Trust Agreement and all amendments and supplements
---------
hereto.
AP Percentage: As to any Discount Mortgage Loan, the percentage
-------------
equivalent of the fraction, the numerator of which is the excess of 7.00%
over the Net Mortgage Rate of such Discount Mortgage Loan and the denominator
of which is 7.00%. As to any Non-Discount Mortgage Loan, 0%.
3
<PAGE>
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, the sum of
-----------------------------
the following amounts:
(1) the total amount of all cash received by the Servicer during
the related Collection Period (or during the related Prepayment Period,
in the case of Principal Prepayments) and deposited by the Servicer by
the Remittance Date for such Distribution Date on the Mortgage Loans
(including proceeds of any Insurance Policy and any other credit support
relating to the Mortgage Loans), plus all Advances required to be made
by the Servicer for such Distribution Date, but not including:
(a) all Scheduled Payments of principal and interest
collected but due on a date subsequent to the related Due Period;
(b) all Principal Prepayments received or identified by the
Servicer after the related Prepayment Period (together with any
interest payments received with such prepayments to the extent that
they represent the payment of interest accrued on the related
Mortgage Loans for the period subsequent to the related Prepayment
Period);
(c) Liquidation Proceeds and Insurance Proceeds received by
the Servicer after the related Prepayment Period;
4
<PAGE>
(d) all amounts due or reimbursable to the Servicer pursuant
to the terms of the Servicing Agreement; and
(e) any Trustee Fee; and
(2) any other payment made by the Servicer or the Depositor or any
other Person with respect to such Distribution Date (including the
Purchase Price with respect to any Mortgage Loan repurchased by the
Depositor, the Servicer, or any other Person and the purchase price for
any Converted Mortgage Loan purchased from the Trust Fund).
Bankruptcy: As to any Person, the making of an assignment for the
----------
benefit of creditors, the filing of a voluntary petition in bankruptcy,
adjudication as a bankrupt or insolvent, the entry of an order for relief in
a bankruptcy or insolvency proceeding, the seeking of reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief, or seeking, consenting to or acquiescing in the appointment of a
trustee, receiver or liquidator, dissolution, or termination, as the case may
be, of such Person pursuant to the provisions of either the United States
Bankruptcy Code of 1986, as amended, or any other similar state laws.
Bankruptcy Coverage Termination Date: The Distribution Date on which
------------------------------------
the Bankruptcy Loss Limit has been reduced to zero (or less than zero).
Bankruptcy Loss Limit: As of the Cut-off Date, $100,000, which
---------------------
amount shall be reduced from time to time by the amount of Bankruptcy Losses
allocated to the Certificates.
Bankruptcy Losses: (i) with respect to the Mortgage Loans, 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
--------------------
Depositor to the effect that any proposed transfer will not (i) cause the
assets of the Trust Fund to be regarded as plan assets for purposes of the
Plan Asset Regulations or (ii) give
5
<PAGE>
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, each Class of Class A1,
Class A2, Class A3, Class A4, Class A5 and Class A7 Certificates constitutes
a Class of Book-Entry Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
------------
a day on which banking institutions in New York, New York or, if other than
New York, the city in which the Corporate Trust Office of the Trustee is
located, or the State of Ohio are authorized or obligated by law or executive
order to be closed.
Certificate: Any one of the certificates signed and countersigned by
-----------
the Trustee in substantially the forms attached hereto as Exhibit A.
Certificate Account: The account maintained by the Trustee in
-------------------
accordance with the provisions of Section 4.04.
Certificateholder: The meaning provided in the definition of
-----------------
"Holder."
Certificate Interest Rate: With respect to each Class of
-------------------------
Certificates, the applicable per annum rate set forth 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
6
<PAGE>
amount being equal to the initial principal amount
set forth on the face of such Certificate (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.
Class A Certificate: Any Class A1, Class A2, Class A3, Class A4,
-------------------
Class A5, Class A6, Class A7 or Class AP Certificate.
Class AP Deferred Amount: As to any Distribution Date on or prior to
------------------------
the Credit Support Depletion Date, the aggregate of the applicable AP
Percentage of the principal portion of each Realized Loss, other than an
Excess Loss to be allocated to the Class AP Certificates on such Distribution
Date or previously allocated to the Class AP Certificates and not yet paid to
the Holders of the Class AP Certificates pursuant to Section 5.02(a)(v).
Class AP Principal Distribution Amount: For any Distribution Date,
--------------------------------------
the sum of the following amounts:
(i) the applicable AP Percentage 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
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
Mortgage Loan that was finally liquidated during the related
Prepayment Period), representing or allocable to recoveries of principal
received during the related Prepayment Period, and (3) the principal
portion of all proceeds of the purchase of any Mortgage Loan (or, in the
case of a
7
<PAGE>
permitted substitution, amounts representing a principal
adjustment) actually received by the Trustee during the related
Prepayment Period;
(iii) with respect to unscheduled recoveries allocable to principal
of any Mortgage Loan that was finally liquidated during the related
Prepayment Period, the applicable AP Percentage of the related net
Liquidation Proceeds allocable to principal; and
(iv) any amounts described in clauses (i) through (iii) for any
previous Distribution Date that remain unpaid.
Class A5 Policy: The irrevocable financial guaranty insurance
---------------
policy, No. 50463-N, including any endorsements thereto, issued by Financial
Security with respect to the Class A5 Certificates in the form attached
hereto as Exhibit I.
Class A5 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 A5 Certificateholders and
designated "Norwest Bank Minnesota, N.A., Class A5 Policy Payments Account in
trust for registered holders of Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 1996-2, Class A5". Funds in the
Class A5 Policy Payments Account shall be held in trust for the Class A5
Certificateholders for the uses and purposes set forth in this Agreement.
Class A5 Reserve Fund: The separate, interest-bearing Eligible
---------------------
Account created and maintained by the Trustee pursuant to Section 4.05 with a
depository institution in the name of the Trustee for the benefit of the
Class A5 Certificateholders and designated "Norwest Bank Minnesota, N.A.,
Class A5 Reserve Fund in trust for registered holders of Structured Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1996-2,
Class A5". The Class A5 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 A5 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 A5 Certificateholders and designated
"Norwest Bank Minnesota, N.A., Class A5 Rounding Account in trust for
registered holders of Structured Asset Securities Corporation Mortgage Pass-
Through Certificates, Series 1996-2, Class A5". Funds in the Rounding
Account shall be held in trust for the Class A5 Certificateholders for
the uses and purposes set forth in this Agreement. The Class A5 Rounding
Account will not be a part of
8
<PAGE>
the Trust Fund or any REMIC and, for all federal income tax
purposes, will be beneficially owned by Lehman Brothers Inc.
Class A5 Rounding Amount: With respect to any Distribution Date, the
------------------------
amount, if any, required to be withdrawn from the Rounding Account pursuant
to Section 4.03(d).
Class A7 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 A7 Certificates immediately prior
to such date and the denominator of which is equal to the agregate
Certificate Principal Amount of all Senior Certificates other than the Class
AP Certificates immediately prior to such date.
Class A7 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 A7 Priority Amount: As to any Distribution Date, an amount
------------------------
equal to the lesser of (i) the sum of (x) the product of the Class A7
Percentage for such date, the Class A7 Scheduled Principal Percentage for
such date and the Scheduled Principal Amount for such date and (y) the
product of the Class A7 Percentage for such date, the Class A7 Prepayment
Shift Percentage for such date and the Unscheduled Principal Amount for such
date, and (ii) the Class Certificate Principal Amount of the Class A7
Certificates immediately prior to such date.
Class A7 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 B Certificate: Any Class B1, Class B2, Class 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.
9
<PAGE>
Class Percentage: For each Class of Certificates, for each
----------------
Distribution Date, the percentage obtained by dividing the Class Certificate
Principal Amount of such Class immediately prior to such Distribution Date by
the aggregate Certificate Principal Amount of all Certificates immediately
prior to such date.
Clearing Agency: An organization registered as a "clearing agency"
---------------
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.
As of the Closing Date, the Clearing Agency shall be The Depository Trust
Company.
Clearing Agency Participant: A broker, dealer, bank, other financial
---------------------------
institution or other Person for whom from time to time a Clearing Agency
effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.
Closing Date: May 29, 1996.
------------
Code: The Internal Revenue Code of 1986, as amended, and as it may
----
be further amended from time to time, any successor statutes thereto, and
applicable U.S. Department of Treasury regulations issued pursuant thereto in
temporary or final form.
Collection Account: A separate account established and maintained by
------------------
the Trustee pursuant to Section 4.01.
Collection Period: With respect to any Distribution Date, the period
-----------------
beginning on the 16th day of the calendar month preceding the month of such
Distribution Date (or, in the case of the first Distribution Date, beginning
on the Cut-off Date) and ending on the 15th day of the month in which such
Distribution Date occurs.
Component: Any of the components of a Class of Component
---------
Certificates having the designations and initial Component Principal Amounts
as follows:
Initial Component
Designation Principal Amount
----------- -----------------
Class A3A $13,653,000
Class A3B $51,610,000
Component Certificate: Any Class A3 Certificate.
---------------------
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, in the case of any Accrual Component, any related Accrual
Amount for each previous
10
<PAGE>
Distribution Date) less the sum of (x) all amounts
distributed in reduction thereof on previous Distribution Dates pursuant to
Section 5.02 and (y) the amount of all Realized Losses allocated thereto
pursuant to Section 5.02.
Conventional Loan: A Mortgage Loan that is not insured by the FHA or
-----------------
guaranteed by the VA.
Converted Mortgage Loan: None.
-----------------------
Convertible Mortgage Loan: None.
-------------------------
Cooperative Loan: 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 Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: Corporate Trust Services (SASCO 1996-2).
11
<PAGE>
Credit Support Depletion Date: The Distribution Date on which,
-----------------------------
giving effect to all distributions on such date, the aggregate Certificate
Principal Amount of the Subordinate Certificates is reduced to zero.
Credit Support Percentage: As to any Class of Subordinate
-------------------------
Certificates and any Distribution Date, the sum of the Class Percentages of
all Classes of Certificates that rank lower in priority than the Certificates
of such Class.
Custodial Account: An account or accounts maintained by the Servicer
-----------------
pursuant to the Servicing Agreement into which it will deposit collections on
the Mortgage Loans.
Cut-off Date: May 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).
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.
Depositor: Structured Asset Securities Corporation, a Delaware
---------
corporation having its principal place of business in New York, or its
successors in interest.
12
<PAGE>
Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate
----------------------
less than 7.00% per annum.
Disqualified Organization: Either (i) the United States, (ii) any
-------------------------
state or political subdivision thereof, (iii) any foreign government, (iv)
any international organization, (v) any agency or instrumentality of any of
the foregoing, (vi) any tax-exempt organization (other than a cooperative
described in section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code unless such organization is subject to the tax imposed
by section 511 of the Code, (vii) any organization described in section
1381(a)(2)(C) of the Code, or (viii) any other entity designated as a
Disqualified Organization by relevant legislation amending the REMIC
Provisions and in effect at or proposed to be effective as of the time of the
determination. In addition, a corporation will not be treated as an
instrumentality of the United States or of any state or political subdivision
thereof if all of its activities are subject to tax and, with the exception
of the Federal Home Loan Mortgage Corporation, a majority of its board of
directors is not selected by such governmental unit.
Distribution Date: The 25th day of each month or, if such day is not
-----------------
a Business Day, the next succeeding Business Day, commencing in June 1996.
Due Date: With respect to any Mortgage Loan, the date on which a
--------
Scheduled Payment is due under the related Mortgage Note. The Due Date for
all of the Mortgage Loans is the first day of each month.
Due Period: With respect to any Distribution Date, the period
----------
commencing on the second day of the month preceding the month in which such
Distribution Date occurs and ending on the first day of the month in which
such Distribution Date occurs.
Eligible Account: Either (i) an account or accounts maintained with
----------------
a federal or state chartered depository institution or trust company
acceptable to the Rating Agencies or (ii) an account or accounts the deposits
in which are insured by the FDIC to the limits established by such
corporation, provided that any such deposits not so insured shall be
maintained in an account at a depository institution or trust company whose
commercial paper or other short term debt obligations (or, in the case of a
depository institution or trust company which is the
principal subsidiary of a holding company, the commercial paper or other
short term debt or deposit obligations of such holding company or depository
institution, as the case may be) have been rated by each Rating Agency in one
of its two highest short-term rating categories, or (iii) a segregated trust
account or
13
<PAGE>
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 one of its two highest short-term rating categories;
(iii) repurchase agreements collateralized by Direct Obligations or
securities guaranteed by GNMA, FNMA or FHLMC with any registered
broker/dealer subject to Securities Investors' Protection Corporation
jurisdiction or any commercial bank insured by the FDIC, if such
broker/dealer or bank has an uninsured, unsecured and unguaranteed
obligation rated by each Rating Agency in its highest short-term rating
category;
(iv) securities bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United States of
America or any state thereof which have a credit rating from each Rating
Agency, at the time of investment or the contractual commitment
providing for such
14
<PAGE>
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.
----------------------------
15
<PAGE>
Event of Default: An event described in the Servicing Agreement,
----------------
which pursuant to such agreement is a default by the Servicer and entitles
the Trustee to terminate such Servicer.
Excess Loss: Any Bankruptcy Loss, or portion thereof, in excess of
-----------
the then-applicable Bankruptcy Loss Limit, any Fraud Loss, or portion
thereof, in excess of the then-applicable Fraud Loss Limit, and any Special
Hazard Loss, or portion thereof, in excess of the then-applicable Special
Hazard Loss Limit.
Excess Strip Amount: As to any Distribution Date, an amount equal to
-------------------
the product of the Excess Strip Rate for such date and the aggregate
Scheduled Principal Balance of the Premium Mortgage Loans as of the Due Date
in the immediately preceding calendar month (or the Cut-off Date, in the case
of the first Distribution Date), subject to reduction as provided in Section
5.02(g).
Excess Strip Rate: As to any Distribution Date, a variable rate per
-----------------
annum equal to the excess of (x) the weighted average (by Scheduled Principal
Balance) carried to four decimal places, rounded down, of the Mortgage Rates
of the outstanding Premium Mortgage Loans as of the Due Date in the
immediately preceding calendar month (or the Cut-off Date, in the case of the
first Distribution Date) over (y) 7.25%.
FDIC: The Federal Deposit Insurance Corporation or any successor
----
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
-----
instrumentality of the United States created and existing under Title III of
the Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Final Scheduled Distribution Date: With respect to each Class of
---------------------------------
Certificates, the date so designated in the Preliminary Statement hereto.
Financial Intermediary: A broker, dealer, bank or other financial
----------------------
institution or other Person that clears through or maintains a custodial
relationship with a Clearing Agency Participant.
Financial Security: Financial Security Assurance Inc., a monoline
------------------
insurance company organized and created under the laws of the State of New
York, or any successor thereto.
Financial Security Default: The occurrence and continuance of any of
--------------------------
the following events:
16
<PAGE>
(a) Financial Security shall have failed to make a payment
required under the Policy in accordance with its terms;
(b) Financial Security shall have (i) filed a petition or
commenced any case or proceeding under any provision or chapter of the
United States Bankruptcy Code or any other similar federal or state law
relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization, (ii) made a general assignment for the benefit of its
creditors, or (iii) had an order for relief entered against it under the
United States Bankruptcy Code or any other similar federal or state law
relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization that is final and nonappealable; or
(c) a court of competent jurisdiction, the New York Department of
Insurance or other competent regulatory authority shall have entered a
final and nonappealable order, judgment or decree (i) appointing a
custodian, trustee, agent or receiver for Financial Security or for all
or any material portion of its property or (ii) authorizing the taking
of possession by a custodian, trustee, agent or receiver of Financial
Security (or the taking of possession of all or any material portion of
the property of Financial Security).
Fitch: Fitch Investors Service, L.P., or any successor in interest.
-----
FNMA: The Federal National Mortgage Association, a federally
----
chartered and privately owned corporation organized and existing under the
Federal National Mortgage Association Charter Act, or any successor thereto.
Fraud Loss: Any Realized Loss on a Mortgage Loan sustained by reason
----------
of a default arising from fraud, dishonesty or misrepresentation in
connection with the related Mortgage Loan.
Fraud Loss Limit: As of the Cut-off Date, $4,014,480, which amount
----------------
shall be reduced (i) by the amount of Fraud Losses allocated to the
Certificates; (ii) on the first, second, third, and fourth anniversaries of
the Cut-off Date, to an amount equal
to the excess of 1% of the Cut-off Date Balance of the Mortgage Loans over
the cumulative amount of Fraud Losses allocated to the Certificates and (iii)
on the fifth anniversary of the Cut-off Date, to zero.
FSA Premium: With respect to any Distribution Date, and with respect
-----------
to the Class A5 Policy, an amount equal to 1/12th of
17
<PAGE>
the product of (a) the
Class Certificate Principal Amount of the Class A5 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.
Guaranteed Distributions: With respect to any Distribution Date, (i)
------------------------
the Accrued Certificate Interest for the Class A5 Certificates for such
Distribution Date, including the amount of any Net Prepayment Interest
Shortfalls allocable to the Class A5 Certificates on such Distribution Date
that are not covered by the Class A5 Reserve Fund, net of any amount
attributable to the application of the Soldiers' and Sailors' Relief Act of
1940, as amended, (ii) the amount of any Realized Loss, including any Excess
Loss, allocated to the Class A5 Certificates on such Distribution Date and
(iii) the Class Certificate Principal Amount of the Class A5 Certificates to
the extent unpaid on the final Distribution Date.
Holder or Certificateholder: The registered owner of any Certificate
------ -----------------
as recorded on the books of the Certificate Registrar except that, solely for
the purposes of taking any action or giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor, any
Servicer or any Affiliate thereof shall be deemed not to be outstanding in
determining whether the requisite percentage necessary to effect any such
consent has been obtained, except that, in determining whether the Trustee
shall be protected in relying upon any such consent, only Certificates which
a Responsible Officer of the Trustee knows to be so owned shall be
disregarded. The Trustee may request and conclusively rely on certifications
by the Depositor and the Servicer in determining whether any Certificates are
registered to an Affiliate of the Depositor or the Servicer.
HUD: The United States Department of Housing and Urban Development,
---
or any successor thereto.
Independent: When used with respect to any Accountants, a Person who
-----------
is "independent" within the meaning of Rule 2-01(b) of
the Securities and Exchange Commission's Regulation S-X. When used with
respect to any other Person, a Person who (a) is in fact independent of
another specified Person and any Affiliate of such other Person, (b) does not
have any material direct financial interest in such other Person or any
Affiliate of such other Person, and (c) is not connected with such other
Person or any Affiliate of such other Person as an officer, employee,
18
<PAGE>
promoter, underwriter, trustee, partner, director or Person performing
similar functions.
Individual Redemption Certificate: A Redemption Certificate with a
---------------------------------
$1,000 Certificate Principal Amount.
Insurance Policy: Any Primary Mortgage Insurance Policy and any
----------------
standard hazard insurance policy, flood insurance policy, earthquake
insurance policy or title insurance policy relating to the Mortgage Loans or
the Mortgaged Properties, to be in effect as of the Closing Date or
thereafter during the term of this Agreement.
Insurance Proceeds: Amounts paid by the insurer under any Insurance
------------------
Policy, other than amounts required to be paid over to the Mortgagor pursuant
to law or the related Mortgage Note.
Interest Accrual Period: With respect to any Distribution Date and
-----------------------
any Class of Certificates (other than any Class of Principal Only
Certificates), the one-month period beginning immediately following the end
of the preceding Interest Accrual Period (or from the Cut-off Date, in the
case of the first Interest Accrual Period) and ending on the last day of the
month preceding the month in which such Distribution Date occurs.
Interest Shortfall: With respect to any Class of Certificates and
------------------
any Distribution Date, any Accrued Certificate Interest (net of allocable Net
Prepayment Interest Shortfalls) not paid with respect to a previous
Distribution Date.
Intervening Assignments: The original intervening assignments of the
-----------------------
Mortgage, notice of transfer or equivalent instrument.
Latest Possible Maturity Date: August 25, 2028.
-----------------------------
Lehman Capital: Lehman Capital, A Division of Lehman Brothers
--------------
Holdings Inc., or any successor in interest.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which
------------------------
the Servicer has determined that all amounts that it expects to recover on
behalf of the Trust Fund from or on account of such Mortgage Loan have been
recovered.
Liquidation Proceeds: As defined in the Servicing Agreement.
--------------------
Living Holder: Any Holder of a Redemption Certificate other than a
-------------
Deceased Holder.
19
<PAGE>
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.
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 Section 2.02(c) hereof.
---------------
Mortgage: A mortgage, deed of trust or other instrument encumbering
--------
a fee simple interest in real property securing a Mortgage Note, together
with improvements thereto.
Mortgage File: The mortgage documents listed in Section 2.01(b)
-------------
pertaining to a particular Mortgage Loan required to be delivered to the
Trustee pursuant to this Agreement.
Mortgage Loan: A Mortgage and the related notes or other evidences
-------------
of indebtedness secured by each such Mortgage conveyed, transferred, sold,
assigned to or deposited with the Trustee pursuant to Section 2.01 or Section
2.05, including without limitation, each Mortgage Loan listed on the Mortgage
Loan Schedule, as amended from time to time.
Mortgage Loan Schedule: The schedule attached hereto as Schedule A,
----------------------
which shall identify each Mortgage Loan, as such schedule may be amended from
time to time pursuant to Section 2.02.
Mortgage Note: The note or other evidence of the indebtedness of a
-------------
Mortgagor secured by a Mortgage under a Mortgage Loan.
Mortgage Rate: As to any Mortgage Loan, the per annum rate at which
-------------
interest accrues on such Mortgage Loan.
Mortgaged Property: Either of (x) the fee simple interest in real
------------------
property, together with improvements thereto including any exterior
improvements to be completed within 120 days of disbursement of the related
Mortgage Loan proceeds, or (y) 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.
---------
20
<PAGE>
Net Mortgage Rate: With respect to any Mortgage Loan, the Mortgage
-----------------
Rate thereof reduced by the applicable Servicing Fee Rate.
Net Prepayment Interest Shortfall: With respect to any Distribution
---------------------------------
Date, the excess, if any, of any Prepayment Interest Shortfalls for such date
over any amount that is required under the Servicing Agreement to be paid by
the Servicer in respect of such shortfalls.
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 7.00%. As to
any Non-Discount Mortgage Loan, 100%.
Non-Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage
--------------------------
Rate greater than or equal to 7.00% per annum.
Notice of Claim: The notice to be delivered by the Trustee to
---------------
Financial Security with respect to any Distribution Date pursuant to Section
5.06(a), which shall be in the form attached to the Class A5 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: None.
--------------------
Notional Component: None.
------------------
Offering Document: Either of the Prospectus or the private placement
-----------------
memorandum dated May 21, 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,
21
<PAGE>
as amended ("ERISA"), or the taxation, or the federal
income tax status, of each REMIC.
Original Credit Support Percentage: With respect to the Class B1
----------------------------------
Certificates, 4.25%; with respect to the Class B2 Certificates, 3.00%; with
respect to the Class B3 Certificates, 2.25%; with respect to the Class B4
Certificates, 1.10%; and with respect to the Class B5 Certificates, 0.55%.
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.
P&I Advance: An advance of Scheduled Payments on a Mortgage Loan
-----------
required to be made by the Servicer pursuant to the Servicing Agreement.
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: Any Class A1 or Class A2 Certificate.
---------------
PAC Component: The Class A3A Component.
-------------
Paying Agent: Any paying agent appointed pursuant to Section 3.08.
------------
Percentage Interest: With respect to any Certificate, the percentage
-------------------
interest in the undivided beneficial ownership interest in the Trust Fund
evidenced by Certificates of the same Class as such Certificate. With
respect to any Certificate, the Percentage Interest evidenced thereby shall
equal the initial Certificate Principal Amount (or, in the case of a Notional
Certificate, the initial Notional Amount) thereof divided by the initial
Class Certificate Principal Amount (or, in the case of a Notional
Certificate, the initial Aggregate Notional Amount) of all Certificates of
the same Class.
Person: Any individual, corporation, partnership, joint venture,
------
association, joint-stock company, limited liability
22
<PAGE>
company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.
Placement Agent: Lehman Brothers Inc.
---------------
Plan Asset Regulations: The Department of Labor regulations set
----------------------
forth in 29 C.F.R. 2510.3-101.
Premium Mortgage Loan: Any Mortgage Loan with a Mortgage Rate
---------------------
greater than 7.25% per annum.
Prepayment Interest Shortfall: With respect to any full or partial
-----------------------------
Principal Prepayment of a Mortgage Loan that occurs during a Prepayment
Period, the difference between (i) the amount of interest that would have
accrued on such Mortgage Loan if a full month's interest had been paid on
such Mortgage Loan and (ii) the amount of interest actually received with
respect to such Mortgage Loan for such Due Period.
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 Balance: With respect to any Mortgage Loan or related REO
-----------------
Property, for any Due Date and the Due Period ending thereon, the principal
balance of such Mortgage Loan (or, in the case of REO Property, the amount
that would be the Principal Balance of the Mortgage Loan if the Mortgage Loan
remained outstanding) outstanding as of the Cut-off Date, after giving effect
to principal payments due on or before the Cut-off Date, whether or not
received, minus the sum of (a) the principal portion of the Scheduled Payment
due during such Due Period and each prior Due Period that was received or any
advance made in lieu thereof, (b) all Principal Prepayments, and all
Insurance Proceeds, Liquidation Proceeds and net income from an REO Property
to the extent identified and applied by the Servicer as
recoveries of principal in accordance with the provisions hereof during the
related Prepayment Period, that have been distributed pursuant to Section
5.02 or that will be distributed on the next
23
<PAGE>
Distribution Date, and (c) any
Realized Loss on such Mortgage Loan, to the extent treated as a principal
loss, that is realized during such Prepayment Period.
Principal Distribution Amount: With respect to any Distribution
-----------------------------
Date, the sum of the Senior Principal Distribution Amount, the Subordinate
Principal Distribution Amount and the Class AP Principal Distribution Amount.
Principal Only Certificate: Any Class A6 or Class 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
usual practices of the Servicer.
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.
Prospectus: The prospectus supplement dated May 21, 1996, together
----------
with the accompanying prospectus dated May 21, 1996, relating to the Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class AP,
Class B1, Class B2, Class B3 and Class R 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 next Due Date of such Mortgage Loan.
The Servicer shall be reimbursed from the Purchase Price for any Mortgage
Loan it services or related REO Property for any Advances made with respect
to such Mortgage Loan that are reimbursable to the Servicer under the
Servicing Agreement.
Qualified GIC: A guaranteed investment contract or surety bond
-------------
providing for the investment of funds in the Collection Account or the
Certificate Account and insuring a minimum, fixed
or floating rate of return on investments of such funds, which contract or
surety bond shall:
24
<PAGE>
(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 Principal Balance (together with that of any other
mortgage loan substituted for the same Deleted Mortgage Loan) as of the Due
Date in the month in which such substitution occurs not in excess of the
Principal Balance of the related Deleted Mortgage Loan,
provided, however, that, to the extent that the Principal Balance of such
- -------- -------
Mortgage Loan is less than the Principal Balance of the related Deleted
Mortgage Loan, then such differential in
25
<PAGE>
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 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.
-------------
Realized Loss: (a) with respect to each Liquidated Mortgage Loan, an
-------------
amount equal to (i) the Principal Balance of such Mortgage Loan as of the
date of liquidation, plus (ii) interest at the applicable Net Mortgage Rate
from the date as to which interest was last paid up to the Due Date in the
month of such liquidation, minus (iii) Liquidation Proceeds received, net of
amounts that are reimbursable to the Servicer with respect to such Mortgage
Loan (other than Advances of principal and interest) including expenses of
liquidation, and (b) with respect
to each Mortgage Loan that has become the subject of a Deficient Valuation,
the difference between the Principal Balance of such Mortgage Loan
immediately prior to such Deficient Valuation and
26
<PAGE>
the Principal Balance of
such Mortgage Loan as reduced by the Deficient Valuation. In determining
whether a Realized Loss is a Realized Loss of interest or principal,
Liquidation Proceeds shall be allocated, first, to payment of expenses
related to such Liquidated Mortgage Loan, then to accrued unpaid interest and
finally to reduce the Principal Balance of the Mortgage Loan.
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 A5 Certificate.
----------------------
REMIC: Each pool of assets in the Trust Fund designated as a REMIC
-----
pursuant to Section 10.01(a) hereof.
REMIC Provisions: The provisions of the federal income tax law
----------------
relating to real estate mortgage investment conduits, which appear at
sections 860A through 86OG of Subchapter M of Chapter 1 of the Code, and
related provisions, and regulations, including proposed regulations and
rulings, and administrative pronouncements promulgated thereunder, as the
foregoing may be in effect from time to time.
Remittance Date: The day in each month on which Servicer is required
---------------
to remit payments to the account maintained by the Trustee, which shall be
the 18th day of each month (or the first Business Day immediately following
if such 18th day is not a Business Day).
REO Property: A Mortgaged Property acquired by the Trust Fund
------------
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan or otherwise treated as having been acquired pursuant
to the REMIC Provisions.
Residual Certificate: Any Class R Certificate.
--------------------
Responsible Officer: When used with respect to the Trustee, any Vice
-------------------
President, Assistant Vice President, the Secretary, any assistant secretary,
the Treasurer, or any assistant treasurer, working in its corporate trust
department, or any other officer
of the Trustee to whom a matter is referred because of such officer's
knowledge of and familiarity with the particular subject.
27
<PAGE>
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 Assignment Agreement: The agreement for the sale of the
-----------------------------
Mortgage Loans by Lehman Capital to the Depositor and the assignment to the
Depositor of the rights of Lehman Capital under the Servicing Agreement
between Lehman Capital, as seller and assignor, and the Depositor, as
purchaser and assignee.
Scheduled 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.
Scheduled Principal Balance: (i) with respect to any Mortgage Loan
---------------------------
as of any Distribution Date, the Principal Balance of such Mortgage Loan at
the close of business on the Cut-off Date, less an amount equal to principal
payments due after the Cut-off Date and on or before the Due Date in the
month in which such Distribution Date occurs, whether or not received from
the Mortgagor or advanced by the Servicer, all amounts allocable to
unscheduled principal payments (including Principal Prepayments, Liquidation
Proceeds, Insurance proceeds and condemnation proceeds, in each case to the
extent identified and applied prior to or during the Prepayment Period ending
in the month prior to
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
28
<PAGE>
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 A1, Class A2, Class A3, Class A4,
------------------
Class A5, Class A6, Class A7, Class AP or Class R Certificate.
Senior Percentage: For any Distribution Date, the percentage
-----------------
equivalent of the fraction, the numerator of which is the aggregate
Certificate Principal Amount of the Senior Certificates other than the Class
AP Certificates immediately prior to such date and the denominator of which
is the aggregate Certificate Principal Amount of all Classes of Certificates
other than the Class AP Certificates immediately prior to such date.
Senior Prepayment Percentage: For any Distribution Date occurring
----------------------------
during the five years beginning on the first Distribution Date, 100%. For
any Distribution Date occurring on or after the fifth anniversary of the
first Distribution Date, the Senior Percentage plus the following percentage
of the Subordinate Percentage for such Distribution Date: for any
Distribution Date in the first year thereafter, 70%; for any Distribution
Date in the second year thereafter, 60%; for any Distribution Date in the
third year thereafter, 40%; for any Distribution Date in the fourth year
thereafter, 20%; and for any subsequent Distribution Date, 0%; provided,
however, that if on any of the foregoing Distribution Dates the Senior
Percentage exceeds the initial Senior Percentage, the Senior Prepayment
Percentage for such Distribution Date will once again equal 100% for such
Distribution Date.
Notwithstanding the foregoing, except as provided in the next succeeding
paragraph, no decrease in the Senior Prepayment Percentage 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 such Distribution Date
as to which any such decrease applies, (i) the average 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
29
<PAGE>
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 Distribution Amount: For any Distribution Date, the
------------------------------------
sum of the following amounts:
(i) the product of (a) the Senior Percentage for such date and (b)
the applicable Non-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
Mortgage Loan due during the related Due Period;
(ii) the product of (a) the Senior Prepayment Percentage for such
date and (b) the applicable Non-AP Percentage of each of the following
amounts: (1) each Principal Prepayment collected during the related
Prepayment Period, (2) each other unscheduled collection, including
Insurance Proceeds and Liquidation Proceeds (other than with respect to
any Mortgage Loan that was finally liquidated during the related
Prepayment Period), representing or allocable to recoveries of principal
received during the related Prepayment Period, and (3) the principal
portion of all proceeds of the purchase of any Mortgage Loan (or, in the
case of a permitted substitution, amounts representing a principal
adjustment) actually received by the Trustee during the related
Prepayment Period;
(iii) with respect to unscheduled recoveries allocable to principal
of any Mortgage Loan that was finally liquidated during the related
Prepayment Period, the lesser of (a) the applicable Non-AP Percentage of
the related net
Liquidation Proceeds allocable to principal and (b) the Senior
Prepayment Percentage for such date of the applicable Non-AP Percentage
multiplied by the Scheduled Principal
30
<PAGE>
Balance of such Mortgage Loan at the time of liquidation; and
(iv) any amounts described in clauses (i) through (iii) for any
previous Distribution Date that remain unpaid.
Servicer: Chemical Bank, as servicer under the Servicing Agreement,
--------
or any successor in interest.
Servicing Advance: An amount required or permitted to be advanced by
-----------------
the Servicer under the Servicing Agreement other than a P&I Advance.
Servicing Agreement: The Mortgage Loan Sale, Warranties and
-------------------
Servicing Agreement between the Servicer and Lehman Capital, dated as of May
1, 1996, attached hereto as Exhibit E.
Servicing Fee: As defined in the Servicing Agreement.
-------------
Servicing Fee Rate: As to each Mortgage Loan, 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, $2,668,261, 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
31
<PAGE>
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: For each Distribution Date and any
----------------------------
Class of Subordinate Certificates, the percentage obtained by dividing the
Class Certificate Principal Amount of such Class immediately prior to such
Distribution Date by the aggregate Certificate Principal Amount of all
Subordinate Certificates immediately prior to such date.
Subordinate Percentage: For any Distribution Date, the difference
----------------------
between 100% and the Senior Percentage for such Distribution Date.
Subordinate Prepayment Percentage: For any Distribution Date, the
---------------------------------
difference between 100% and the Senior Prepayment Percentage for such
Distribution Date.
Subordinate Principal Distribution Amount: For any Distribution
-----------------------------------------
Date, the sum of the following:
(i) the product of (a) the Subordinate Percentage for such date
and (b) the applicable Non-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 Mortgage Loan due during the related Due Period;
(ii) the product of (a) the Subordinate Prepayment Percentage for
such date and (b) the applicable Non-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 net Liquidation Proceeds (other than with respect
to any Mortgage Loan that was finally
32
<PAGE>
liquidated during the related
Prepayment Period), representing or allocable to recoveries of principal
received during the related Prepayment Period), and (3) the principal
portion of all proceeds of the purchase of any Mortgage Loan (or, in the
case of a permitted substitution, amounts representing a principal
adjustment) actually received by the Trustee during the related
Prepayment Period;
(iii) with respect to unscheduled recoveries allocable to principal
of any Mortgage Loan that was finally liquidated during the related
Prepayment Period, the applicable Non-AP Percentage of the related net
Liquidation Proceeds allocable to principal, less any related amount
paid pursuant to subsection (iii) of the definition of Senior Principal
Distribution Amount; and
(iv) any amounts described in clauses (i) through (iii) for any
previous Distribution Date that remain unpaid.
TAC Amount: As to any Distribution Date and any Class of TAC
----------
Certificates and any TAC Component, the amount designated as such for such
Distribution Date and such Class or Component as set forth in the Principal
Amount Schedules.
TAC Certificate: None.
---------------
TAC Component: None.
-------------
Tax Matters Person: "Tax matters person" as defined in the REMIC
------------------
Provisions.
Termination Price: As defined in Section 7.01 hereof.
-----------------
Title Insurance Policy: A title insurance policy maintained with
----------------------
respect to a Mortgage Loan.
Trust Fund: The corpus of the trust created pursuant to this
----------
Agreement, consisting of the Mortgage Loans, the assignment of the
Depositor's rights under the Servicing Agreement, such amounts as shall from
time to time be held in the Collection Account and the Certificate Account,
the Insurance Policies, the Class A5 Policy, any REO Property and the other
items referred to in, and conveyed to the Trustee under, Section 2.01(a).
Trustee: Norwest Bank Minnesota, N.A., or any successor in interest,
-------
or if any successor trustee or any co-trustee shall be
appointed as herein provided, then Trustee shall also mean such successor
trustee and such co-trustee, as the case may be.
33
<PAGE>
Trustee Fee: None.
-----------
Trustee Fee Rate: None.
----------------
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.
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. Voting Interests shall be allocated among the
Classes of Certificates (and among the Certificates within each such Class)
in proportion to their Class Certificate Principal Amounts (or Certificate
Principal Amounts).
Section 1.02. Calculations Respecting Mortgage Loans. Calculations
--------------------------------------
required to be made pursuant to this Agreement with respect to any Mortgage
Loan in the Trust Fund shall be made based upon current information as to the
terms of the Mortgage Loans and reports of payments received from the
Mortgagor on such Mortgage Loans and payments to be made to the Trustee as
supplied to the Trustee by the Servicer. The Trustee shall not be required
to recompute, verify or recalculate the information supplied to it by the
Servicer.
Section 1.03. Calculations Respecting Accrued Interest. Accrued
----------------------------------------
interest, if any, on any Certificate shall be calculated based upon a 360-day
year consisting of twelve 30-day months.
ARTICLE II
DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES
Section 2.01. Creation and Declaration of Trust Fund; Conveyance of
-----------------------------------------------------
Mortgage Loans. (a) Concurrently with the execution and delivery of this
- --------------
Agreement, the Depositor does hereby transfer, assign, set over, deposit with
and otherwise convey to the Trustee, without recourse, in trust, all the
right, title and interest of the Depositor in and to the Mortgage Loans.
Such conveyance includes, without limitation, the right to all distributions
of principal and interest due with respect to the Mortgage Loans after the
Cut-off Date, together with all of the
Depositor's right, title and interest in and to the Collection Account and
all amounts and investments from time to time credited to and the proceeds of
the Collection Account to the
34
<PAGE>
extent provided for in this Agreement, the
Certificate Account to the extent provided for in this Agreement, all amounts
and instruments from time to time credited to, the proceeds of, the
Certificate Account and any REO Property, the exercise of the Trustee on
behalf of itself or the Depositor of its rights under any Insurance Policies
related to the Mortgage Loans, and the Depositor's security interest in any
collateral pledged to secure the Mortgage Loans, including the Mortgaged
Properties and any Additional Collateral, to have and to hold, in trust; and
the Trustee declares that, subject to the review provided for in Section
2.02, it has received and shall hold the Trust Fund, as trustee, in trust,
for the benefit and use of the Holders of the Certificates and for the
purposes and subject to the terms and conditions set forth in this Agreement,
and, concurrently with such receipt, has caused to be executed, authenticated
and delivered to or upon the order of the Depositor, in exchange for the
Trust Fund, Certificates in the authorized denominations evidencing the
entire ownership of the Trust Fund. In addition, the Depositor has caused
Financial Security to deliver the Class A5 Policy to the Trustee.
Concurrently with the execution and delivery of this agreement, the
Depositor does hereby assign to the Trustee all of its rights and interest
under the Servicing Agreement (which do not include the rights of the
Purchaser under Section 11.12 thereof), and delegates its obligations under
Section 2.02 thereof, which rights and interests have been assigned and which
obligations have been delegated to the Depositor by Lehman Capital pursuant
to the Sale and Assignment Agreement, to the Trustee. The Trustee hereby
accepts such assignment and delegation, and shall be entitled to exercise all
rights of the Depositor under the Servicing Agreement as if, for such
purpose, it were the Depositor.
(b) In connection with such transfer and assignment, the Depositor does
hereby deliver to, and deposit with, or cause to be delivered to and
deposited with, the Trustee, and/or to any custodian acting on the Trustee's
behalf, if applicable, the following documents or instruments with respect to
each Mortgage Loan (each a "Mortgage File") so transferred and assigned:
(i) with respect to each Mortgage Loan other than a Mortgage Loan
identified on Schedule C hereto, the original Mortgage Note endorsed
without recourse in proper form to the order of the Trustee, or in blank
(in each case, with all necessary intervening endorsements as
applicable); in the case of a Mortgage Loan identified in Schedule C
hereto,
a Lost Note Affidavit substantially in the form of Exhibit I to the
Servicing Agreement;
35
<PAGE>
(ii) the original of any guarantee executed in connection with the
Mortgage Note, assigned to the Trustee;
(iii) with respect to any Mortgage Loan other than a Cooperative
Loan, the original recorded Mortgage with evidence of recording
indicated thereon. If, in connection with any Mortgage Loan, the
Depositor cannot deliver the Mortgage with evidence of recording thereon
on or prior to the Closing Date because of a delay caused by the public
recording office where such Mortgage has been delivered for recordation
or because such Mortgage has been lost, the Depositor shall deliver or
cause to be delivered to the Trustee (or its custodian), in the case of
a delay due to recording, a true copy of such Mortgage, pending delivery
of the original thereof, together with an Officer's Certificate of the
Servicer certifying that the copy of such Mortgage delivered to the
Trustee (or its custodian) is a true copy and that the original of such
Mortgage has been forwarded to the public recording office, or, in the
case of a Mortgage that has been lost, a copy thereof (certified as
provided for under the laws of the appropriate jurisdiction) and a
written Opinion of Counsel acceptable to the Trustee and the Depositor
that an original recorded Mortgage is not required to enforce the
Trustee's interest in the Mortgage Loan;
(iv) The original of each assumption, modification or substitution
agreement, if any, relating to the Mortgage Loans, or, as to any
assumption, modification or substitution agreement which cannot be
delivered on or prior to the Closing Date because of a delay caused by
the public recording office where such assumption, modification or
substitution agreement has been delivered for recordation, a photocopy
of such assumption, modification or substitution agreement, pending
delivery of the original thereof, together with an Officer's Certificate
of the Servicer certifying that the copy of such assumption,
modification or substitution agreement delivered to the Trustee (or its
custodian) is a true copy and that the original of such agreement has
been forwarded to the public recording office;
(v) with respect to any Mortgage Loan other than a Cooperative
Loan, the original Assignment of Mortgage for each Mortgage Loan;
(vi) If applicable, such original intervening assignments of the
Mortgage, notice of transfer or equivalent instrument (each, an
"Intervening Assignment"),
as may be necessary to show a complete chain of title to the Mortgage
from the originator, or, in the case of an Intervening Assignment that
has been lost, a written Opinion
36
<PAGE>
of Counsel acceptable to the Trustee
that such original Intervening Assignment is not required to enforce the
Trustee's interest in the Mortgage Loans;
(vii) the original Primary Mortgage Insurance Policy or certificate,
if private mortgage guaranty insurance is required pursuant to the
Servicing Agreement;
(viii) with respect to any Mortgage Loan other than a Cooperative
Loan, the original mortgagee title insurance policy or attorney's
opinion of title and abstract of title;
(ix) the original of any security agreement, chattel mortgage or
equivalent executed in connection with the Mortgage or as to any
security agreement, chattel mortgage or their equivalent that cannot be
delivered on or prior to the Closing Date because of a delay caused by
the public recording office where such document has been delivered for
recordation, a photocopy of such document, pending delivery of the
original thereof, together with an Officer's Certificate of the Servicer
certifying that the copy of such security agreement, chattel mortgage or
their equivalent delivered to the Trustee (or its custodian) is a true
copy and that the original of such document has been forwarded to the
public recording office;
(x) with respect to any Cooperative Loan, the Cooperative Loan
Documents; and
(xi) in connection with any pledge of Additional Collateral, the
original additional collateral pledge and security agreement executed in
connection therewith, assigned to the Trustee.
(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 subsection (b)(v) above.
(d) In instances where a Title Insurance Policy is required to be
delivered to the Trustee under clause (b)(viii) above and
is not so delivered, the Depositor will provide (or cause the Servicer to
provide) a copy of such Title Insurance Policy to the Trustee as promptly as
practicable after the execution and
37
<PAGE>
delivery hereof, but in any case within 180 days of the Closing Date.
(e) For Mortgage Loans (if any) that have been prepaid in full after
the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of
delivering the above documents, herewith delivers to the Trustee an Officer's
Certificate which shall include a statement to the effect that all amounts
received in connection with such prepayment that are required to be deposited
in the applicable Collection Account pursuant to Section 4.01 have been so
deposited. All original documents that are not delivered to the Trustee
shall be held by the Servicer in trust for the benefit of the Trustee and the
Certificateholders.
Section 2.02. Acceptance of Trust Fund by Trustee: Review of
----------------------------------------------
Documentation for Trust Fund. (a) The Trustee, by execution and delivery
- ----------------------------
hereof, acknowledges receipt of the Mortgage Files pertaining to the Mortgage
Loans listed on the Mortgage Loan Schedule, subject to the Trustee's review
thereof under this Section 2.02. The Trustee will execute and deliver on the
Closing Date the Initial Certification in the form annexed hereto as Exhibit
B-1.
(b) Within 45 days after the Closing Date, the Trustee will, for the
benefit of Holders of the Certificates, review each Mortgage File to
ascertain that all required documents set forth in Section 2.01 have been
received and appear on their face to contain the requisite signatures by or
on behalf of the respective parties thereto, and shall deliver to the
Depositor an Interim Certification in the form annexed hereto as Exhibit B-2
to the effect that, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan prepaid in full or any Mortgage Loan
specifically identified in such certification as not covered by such
certification), (i) all of the applicable documents specified in Section
2.01(b) are in its possession and (ii) such documents have been reviewed by
it and appear to relate to such Mortgage Loan. The Trustee shall make sure
that the documents are executed and endorsed, but shall be under no duty or
obligation to inspect, review or examine any such documents, instruments,
certificates or other papers to determine that the same are valid, binding,
legally effective, properly endorsed, genuine, enforceable or appropriate for
the represented purpose or that they have actually been recorded or are in
recordable form or that they are other than what they purport to be on their
face. The Trustee shall have no responsibility for verifying the genuineness
or the legal
effectiveness of or authority for any signatures of or on behalf of any party
or endorser.
38
<PAGE>
(c) If in the course of the Trustee's review described in paragraph (b)
above the Trustee discovers any document or documents constituting a part of
a Mortgage File that is missing, does not appear regular on its face (i.e.,
is mutilated, damaged, defaced, torn or otherwise physically altered) or
appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan
Schedule (each, a "Material Defect"), the Trustee shall promptly identify the
Mortgage Loan to which such Material Defect relates in the Interim
Certificate delivered to the Depositor. Within 90 days of its receipt of
such notice from the Trustee, the Depositor shall be required to cure such
Material Defect (and, in such event, the Depositor shall provide the Trustee
with an Officer's Certificate confirming that such cure has been effected)
or, if it does not cure such Material Defect, repurchase the related Mortgage
Loan from the Trust Fund at the Purchase Price. Within the two year period
following the Closing Date, the Depositor may, in lieu of repurchasing a
Mortgage Loan pursuant to this Section 2.02, substitute for such Mortgage
Loan a Qualifying Substitute Mortgage Loan subject to the provisions of
Section 2.05. The failure of the Trustee to give the notice contemplated
herein within 45 days after the Closing Date shall not affect or relieve the
Depositor of its obligation to repurchase any Mortgage Loan pursuant to this
Section 2.02 or any other Section of this Agreement requiring the repurchase
of Mortgage Loans from the Trust Fund.
(d) Prior to the first anniversary of the Closing Date, the Trustee
shall deliver to the Depositor a Final Certification substantially in the
form annexed hereto as Exhibit B-3 evidencing the completeness of the
Mortgage Files in its possession or control.
(e) Nothing in this Agreement shall be construed to constitute an
assumption by the Trust Fund, the Trustee or the Certificateholders of any
unsatisfied duty, claim or other liability on any Mortgage Loan or to any
Mortgagor.
Section 2.03. Representations and Warranties of the Depositor. The
-----------------------------------------------
Depositor hereby represents and warrants to the Trustee that:
(a) the Depositor is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and has full corporate power and authority to own its
property, to carry on its business as presently conducted, to enter into
and perform
its obligations under this Agreement, and to create the trust pursuant
hereto;
39
<PAGE>
(b) the execution and delivery by the Depositor of this Agreement
have been duly authorized by all necessary corporate action on the part
of the Depositor; neither the execution and delivery of this Agreement,
nor the consummation of the transactions herein contemplated, nor
compliance with the provisions hereof, will conflict with or result in a
breach of, or constitute a default under, any of the provisions of any
law, governmental rule, regulation, judgment, decree or order binding on
the Depositor or its properties or the certificate of incorporation or
bylaws of the Depositor;
(c) the execution, delivery and performance by the Depositor of
this Agreement and the consummation of the transactions contemplated
hereby do not require the consent or approval of, the giving of notice
to, the registration with, or the taking of any other action in respect
of, any state, federal or other governmental authority or agency, except
such as has been obtained, given, effected or taken prior to the date
hereof;
(d) this Agreement has been duly executed and delivered by the
Depositor and, assuming due authorization, execution and delivery by the
Trustee, constitutes a valid and binding obligation of the Depositor
enforceable against it in accordance with its terms except as such
enforceability may be subject to (A) applicable bankruptcy and
insolvency laws and other similar laws affecting the enforcement of the
rights of creditors generally and (B) general principles of equity
regardless of whether such enforcement is considered in a proceeding in
equity or at law;
(e) there are no actions, suits or proceedings pending or, to the
knowledge of the Depositor, threatened or likely to be asserted against
or affecting the Depositor, before or by any court, administrative
agency, arbitrator or governmental body (A) with respect to any of the
transactions contemplated by this Agreement or (B) with respect to any
other matter which in the judgment of the Depositor will be determined
adversely to the Depositor and will if determined adversely to the
Depositor materially and adversely affect it or its business, assets,
operations or condition, financial or otherwise, or adversely affect its
ability to perform its obligations under this Agreement;
(f) upon delivery of the Mortgage Loans to the Trustee hereunder,
as to each, that:
40
<PAGE>
(i) 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;
(ii) All payments required to be made, up to and including the
Due Date immediately preceding the Cut-off Date, for each Mortgage
Loan under the terms of the related Mortgage Note have been made,
and no payment required to be made under any Mortgage Loan has been
delinquent by more than thirty days more than one time within the
twelve months preceding the Cut-off Date;
(iii) There are no defaults in complying with the terms of any
Mortgage, and all taxes, governmental assessments, insurance
premiums, water, sewer and municipal charges, leasehold payments or
ground rents which previously became due and owing have been paid
or an escrow of funds has been established in an amount sufficient
to pay for every such item that remains unpaid and that has been
assessed but is not yet due and payable;
(iv) No Mortgage Note is subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury,
nor will the operation of any of the terms of any Mortgage Note or
Mortgage, or the exercise of any right thereunder, render such
Mortgage Note or Mortgage unenforceable, in whole or in part, or
subject it to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, and no such right of
rescission, set-off, counterclaim or defense has been asserted with
respect thereto;
(v) All improvements securing each Mortgage Loan are insured
against loss by fire and such hazards as are customary in the area
where the related Mortgaged Property (or, in the case of a
Cooperative Loan, the related cooperative unit) is located, in an
amount that is at least equal to the corresponding amount required
under the guidelines set forth in the FNMA Mortgage-Backed
Securities Selling and Servicing Guide or the
FHLMC Sellers' and Servicers' Guide as of the date of origination
of such Mortgage Loan. If the Mortgaged Property is a condominium
unit or Cooperative Shares,
41
<PAGE>
the related unit is included under the
coverage afforded by a blanket policy or policies for the project.
If, upon origination of the Mortgage Loan, the Mortgaged Property
was in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards (and
such flood insurance has been made available), a flood insurance
policy meeting the requirements of the guidelines of FNMA and FHLMC
in effect at the time such Mortgage Loan was originated is in
effect with an insurer that satisfies the requirements of FNMA or
FHLMC, in an amount representing coverage equal to the
corresponding amount required under the guidelines set forth in the
FNMA Mortgage-Backed Securities Selling and Servicing Guide or the
FHLMC Sellers' and Servicers' Guide as of the date of origination
of such Mortgage Loan;
(vi) Any and all requirements of any federal, state or local
law, including, without limitation, usury, truth-in-lending, real
estate settlement procedures, consumer credit protection, equal
credit opportunity or disclosure laws applicable to each Mortgage
Loan have been complied with, and the Depositor shall deliver to
the Trustee, upon reasonable notice, evidence of compliance with
all such requirements;
(vii) Each Mortgage has not been satisfied, cancelled,
subordinated or rescinded, in whole or in part, and the Mortgaged
Property has not been released from the lien of the Mortgage, in
whole or in part, nor has any instrument been executed that would
effect any such release, cancellation, subordination or recision;
(viii) Each Mortgage evidences a valid, subsisting and
enforceable first lien on the related Mortgaged Property. The lien
of the Mortgage is subject only to: (1) liens of current real
property taxes and assessments not yet due and payable and, if the
related Mortgaged Property is a condominium unit, any lien for
common charges permitted by statute, (2) covenants, conditions and
restrictions, rights of way, easements and other matters of public
record as of the date of recording of such Mortgage acceptable to
mortgage lending institutions in the area in which the related
Mortgaged Property is located or specifically referred to in the
lender's Title Insurance Policy or attorney's
opinion of title and abstract of title delivered to the originator
of such Mortgage Loan, and (3) such other matters to which like
properties are commonly subject
42
<PAGE>
which do not, individually or in
the aggregate, materially interfere with the benefits of the
security intended to be provided by the Mortgage. Any security
agreement, chattel mortgage or equivalent document related to, and
delivered to the Trustee in connection with, a Mortgage Loan
establishes a valid, subsisting and enforceable first lien on the
property described therein and the Depositor has full right to sell
and assign the same to the Trustee;
Each Cooperative Loan is secured by a valid, subsisting and
enforceable perfected first lien and security interest in the
related Mortgaged Property, subject only to (i) the rights of the
Cooperative Corporation to collect Maintenance and assessments from
the Mortgagor, (ii) the lien of the Blanket Mortgage, if any, on
the Cooperative Property and of real property taxes, water and
sewer charges, rents and assessments on the Cooperative Property
not yet due and payable, and (iii) other matters to which like
Cooperative Units are commonly subject which do not materially
interfere with the benefits of the security intended to be provided
by the Security Agreement or the use, enjoyment, value or
marketability of the Cooperative Unit. Each original UCC financing
statement, continuation statement or other governmental filing or
recordation necessary to create or preserve the perfection and
priority of the first priority lien and security interest in the
Cooperative Shares and Proprietary Lease has been timely and
properly made. Any security agreement, chattel mortgage or
equivalent document related to and delivered in connection with the
Cooperative Loan establishes a valid and subsisting perfected first
lien on and security interest in the property described therein,
and the Depositor has full right to sell and assign the same to the
Trustee.
(ix) Each Mortgage Note and the related Mortgage are genuine
and each is the legal, valid and binding obligation of the maker
thereof, enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of
creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a
proceeding in equity or at law); and, to the best of the
Depositor's knowledge,
all parties to each Mortgage Note and the related Mortgage had
legal capacity to execute such Mortgage Note and such Mortgage and
each Mortgage Note and
43
<PAGE>
Mortgage has been duly and properly executed by such parties;
(x) The proceeds of each Mortgage Loan have been fully
disbursed, there is no requirement for future advances thereunder,
and any and all requirements as to completion of any on-site or
off-site improvement and as to disbursements of any required escrow
funds therefor, other than escrows for on-site improvements not yet
complete due to seasonal weather conditions, have been complied
with; to the best of the Depositor's knowledge, all costs, fees and
expenses incurred by the originator of the Mortgage Loans in
making, closing or recording the Mortgage Loans have been paid;
(xi) Immediately prior to the transfer and assignment of the
Mortgage Loans to the Trustee, the Depositor was the sole owner of
record and holder of each Mortgage Loan, and the Depositor had good
and marketable title thereto, and has full right to transfer and
sell each Mortgage Loan to the Trustee free and clear, except as
described in paragraph (viii) above, of any incumbrance, equity,
participation interest, lien, pledge, charge, claim or security
interest, and has full right and authority, subject to no interest
or participation of, or agreement with, any other party, to sell
and assign each Mortgage Loan pursuant to this Agreement;
(xii) No Mortgage Loan had a Loan-to-Value Ratio at origination
(or, if the Mortgage Loan has been the subject of a "significant
modification" since origination, other than as a result of a
default or reasonably foreseeable default, as of the date of
modification) in excess of 125%. Each Mortgage Loan with a Loan-
to-Value Ratio at origination in excess of 80% is insured as to
payment default by a Primary Mortgage Insurance Policy;
(xiii) Each Mortgage Loan other than any Cooperative Loan is
covered by either (i) an attorney's opinion of title and abstract
of title the form and substance of which is 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,
issued by, and is the valid and binding obligation of, a title
insurer qualified to do business in the jurisdiction where the
Mortgaged Property is located,
44
<PAGE>
insuring the originator of the
Mortgage Loan, and its successors and assigns, as to the first
priority lien of the Mortgage in the original principal amount of
the Mortgage Loan (subject only to (1) the lien of current real
property taxes and assessments not yet due and payable, and, if the
related Mortgaged Property is a condominium unit, any lien or
common charges permitted by statute, (2) covenants, conditions and
restrictions, rights of way, easements and other matters of public
record as of the date of recording of such Mortgage acceptable to
mortgage lending institutions in the area in which the related
Mortgaged Property is located or specifically referred to in the
lender's Title Insurance Policy or attorney's opinion of title and
abstract of title, and (3) such other matters to which like
properties are commonly subject which do not, individually or in
the aggregate, materially interfere with the benefits of the
security intended to be provided by the Mortgage). If the
Mortgaged Property is a condominium unit located in a state in
which a title insurer will generally issue an endorsement, then the
related Title Insurance Policy contains an endorsement insuring the
validity of the creation of the condominium form of ownership with
respect to the project in which such unit is located. With respect
to any Title Insurance Policy, the originator is the named insured
and the sole insured of such mortgagee Title Insurance Policy, the
assignment to the Trustee of the originator's interest in such
mortgagee Title Insurance Policy does not require the consent of or
notification to the insurer (or if such consent or notification is
required, such consent has been received, or such notification has
been given), such mortgagee Title Insurance Policy is in full force
and effect and will inure to the benefit of the Trustee upon the
consummation of the transactions contemplated by this Agreement, no
claims have been made under such mortgagee Title Insurance Policy
and no prior holder of the related Mortgage, including the
Depositor, has done, by act or omission, anything that would impair
the coverage of such mortgagee Title Insurance Policy;
(xiv) There is no default, breach, violation or event of
acceleration existing under any Mortgage or the related Mortgage
Note and no event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a
default,
breach, violation or event of acceleration; and neither the
Depositor nor its predecessors have waived any default, breach,
violation or event of acceleration.
45
<PAGE>
To the best of the Depositor's
knowledge, no foreclosure action is being threatened or commenced
with respect to any Mortgage Loan;
(xv) There are no mechanics' or similar liens or claims which
have been filed for work, labor or material (and no rights are
outstanding that under the law could give rise to such liens)
affecting the related Mortgaged Property which are or may be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
(xvi) All improvements located in or being part of the related
Mortgaged Property lie wholly within the boundaries and building
restriction lines of the related Mortgaged Property (and, if such
Mortgaged Property is a condominium unit or Cooperative Shares,
such improvements lie wholly within the project) and no
improvements on adjoining properties encroach upon such Mortgaged
Property. As of the date of origination of each Mortgage Loan, no
improvement located on or being part of the related Mortgaged
Property (or, in the case of a Cooperative Loan, the related
cooperative unit) was in violation of any applicable zoning law or
regulation;
(xvii) Each Mortgage Loan was originated by a savings and loan
association, savings bank, commercial bank, credit union, insurance
company, or similar institution which is supervised and examined by
a Federal or State authority, or by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to sections 203
and 231 of the National Housing Act;
(xviii) Each Mortgage Loan provides for accrual of interest on
the basis of a 360-day year consisting of twelve 30-day months;
(xix) All inspections, licenses and certificates required to be
made or issued with respect to all occupied portions of the
Mortgaged Property (or, in the case of a Cooperative Loan, the
related cooperative unit) 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;
46
<PAGE>
(xx) Except as otherwise specified on Schedule A hereto, none
of the Mortgage Loans contain buydown provisions;
(xxi) There is no proceeding pending or threatened for the
total or partial condemnation of any Mortgaged Property (or, in the
case of a Cooperative Loan, the related cooperative unit) and each
such property is undamaged by waste, fire, earthquake or earth
movement, windstorm, flood, tornado or other casualty, so as to
have a material adverse effect on the value of the related
Mortgaged Property as security for the related Mortgage Loan or the
use for which the premises were intended;
(xxii) No Mortgage Loan requires the Mortgagee to release any
portion of the Mortgaged Property from the lien of the Mortgage
other than upon payment in full of the Mortgage Loan;
(xxiii) The originator of each Mortgage Loan was in compliance
with any and all applicable "doing business" and licensing
requirements in the jurisdiction in which the related Mortgaged
Property (or, in the case of a Cooperative Loan, the related
cooperative unit) was located when such party originated such
Mortgage Loan; and
(xxiv) Each Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G of the Code and Treas. Reg.
Section1.860G-2.
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, the party discovering such
breach shall give prompt written notice to the other party. Within 90 days
of the discovery of breach with respect to the representations and warranties
given to the Trustee, the Depositor shall either (a) cure such breach in all
material respects, (b) repurchase such Mortgage Loan or any property acquired
in respect thereof from the Trustee at the Purchase Price or (c) within the
two year period following the Closing Date, substitute a Qualifying
Substitute Mortgage Loan for the affected Mortgage Loan.
47
<PAGE>
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, or by the Servicer pursuant to the
Servicing Agreement, the principal portion of the funds received by the
Trustee in respect of such repurchase of a Mortgage Loan will be considered a
Principal Prepayment and shall be deposited in the Collection Account. The
Trustee, upon receipt of the full amount of the Purchase Price for a Deleted
Mortgage Loan, or upon receipt of the Mortgage File for a Qualifying
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan, shall
release or cause to be released and reassign to the Depositor the related
Mortgage File for the Deleted Mortgage Loan and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse,
representation or warranty, as shall be necessary to vest in the Depositor or
its designee or assignee title to any Deleted Mortgage Loan released pursuant
hereto, free and clear of all security interests, liens and other
encumbrances created by this Agreement, which instruments shall be prepared
by the Trustee at the Depositor's expense and shall be reasonably acceptable
to the Trustee, and the Trustee shall have no further responsibility 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
48
<PAGE>
(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
Principal Amount, as applicable, specified in this paragraph. Each Class of
Book-Entry Certificates other than the Class A5 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 A5 Certificates will
be issued in minimum denominations of $1,000 in Certificate Principal Amount
and in integral multiples of $1,000 in excess thereof. Each Class of Class
A6 and Class AP Certificates will be issued in definitive, fully registered
form in minimum denominations of $100,000 in Certificate Principal Amount and
in integral multiples of $1,000 in excess thereof. Each Class of Subordinate
Certificates will be issued in definitive, fully registered form in minimum
denominations of $250,000 in Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof.
49
<PAGE>
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
- -------
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
50
<PAGE>
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:
51
<PAGE>
(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
-------- -------
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
52
<PAGE>
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,
53
<PAGE>
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
54
<PAGE>
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
55
<PAGE>
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
56
<PAGE>
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.
57
<PAGE>
ARTICLE IV
ADMINISTRATION OF THE TRUST FUND
Section 4.01. Collection Account. (a) On the Closing Date, the
------------------
Trustee shall open and shall thereafter maintain an account held in trust
(the "Collection Account") in the name of the Trustee, entitled "Norwest Bank
Minnesota, N.A., as Trustee, in trust for the benefit of the Holders of
Structured Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 1996-2." The Collection Account shall relate solely to the
Certificates issued by the Trust Fund hereunder, and funds in such Collection
Account shall not be commingled with any other monies.
(b) The Collection Account shall be an Eligible Account. If an
existing Collection Account ceases to be an Eligible Account, the Trustee
shall establish a new Collection Account that is an Eligible Account within
20 Business Days and transfer all funds on deposit in such existing
Collection Account into such new Collection Account.
(c) The Trustee shall deposit or cause to be deposited into the
Collection Account, no later than the Business Day following the Closing
Date, any amounts representing Scheduled Payments on the Mortgage Loans due
after the Cut-off Date but received by the Trustee from the Servicer on or
before the Cut-off Date. Thereafter, the Trustee shall deposit or cause to
be deposited in the Collection Account, on the Business Day following
receipt, unless such deposit is made via automated clearing house, in which
case such deposit shall occur within two Business Days of receipt, the
amounts remitted by the Servicer and required to be deposited in Collection
Account.
(d) Funds in the Collection Account may be invested in Eligible
Investments (selected by and at the written direction of the Trustee) which
shall mature not later than the earlier of (a) the Business Day immediately
preceding the next Distribution Date (except that if such Eligible Investment
is an obligation of the Trustee or the Paying Agent, if other than the
Trustee, and such Collection Account is maintained with the Trustee or the
Paying Agent, if other than the Trustee, then such Eligible Investment shall
mature not later than such applicable Distribution Date) or (b) the day on
which the funds in such Collection Account are required to be deposited into
the Certificate Account, and any such Eligible Investment shall not be sold
or disposed of prior
to its maturity. All such Eligible Investments shall be made in the name of
the Trustee (in its capacity as such) or its nominee. All income and gain
realized from any such investment shall be for the benefit of the Trustee and
shall be subject to its
58
<PAGE>
withdrawal or order from time to time, and shall not
be part of the Trust Fund. The amount of any losses incurred in respect of
any such investments shall be deposited in such Collection Account by the
Trustee out of its own funds immediately as realized. The foregoing
requirements for deposit in the Collection Account are exclusive, it being
understood and agreed that, without limiting the generality of the foregoing,
payments of interest on funds in the Custodial Accounts and payments in the
nature of prepayment fees, late payment charges or assumption fees need not
be deposited by the Servicer in the Collection Account to the extent provided
in the Servicing Agreement and may, if so provided in the Servicing
Agreement, be retained by the Servicer as additional servicing compensation.
Section 4.02. Application of Funds in the Collection Account. The
----------------------------------------------
Trustee may, from time to time, make, or cause to be made, withdrawals from
the Collection Account for the following purposes:
(i) to pay to the Depositor or other applicable Person, with
respect to each Mortgage Loan or REO Property acquired in respect
thereof that has been repurchased by the Depositor pursuant to Article
II or any other provision hereof or purchased by any other applicable
Person, all amounts received thereon and not distributed on the date on
which the related repurchase was effected, and to pay to the applicable
Person from the Collection Account in which the proceeds of a particular
Mortgage Loan are deposited any Advances, Servicing Fee and expenses to
the extent specified in the definition of Purchase Price;
(ii) to deposit monies into the Certificate Account in the amounts
and in the manner provided for in Section 4.04;
(iii) to pay itself the Trustee Fee, and to make payment to itself
and others pursuant to any provision of this Agreement;
(iv) to withdraw funds deposited in error in the Collection
Account;
(v) to clear and terminate any Collection Account pursuant to
Section 7.02; and
(vi) to the extent provided in the Servicing Agreement, to
reimburse a successor Servicer out of the Collection
Account into which collections on the Mortgage Loan related to such
expense relates (solely in its capacity as successor Servicer), for any
fee or advance occasioned by a termination of the Servicer, and the
assumption of such
59
<PAGE>
duties by the Trustee or a successor Servicer
appointed by the Trustee pursuant to Section 6.14, in each case to the
extent not reimbursed by the terminated Servicer, it being understood,
in the case of any such reimbursement or payment, that the right of the
Servicer or the Trustee thereto shall be prior to the rights of the
Certificateholders.
Section 4.03. Reports to Certificateholders. (a) On each
-----------------------------
Distribution Date, the Trustee shall deliver or cause to be delivered by
first class mail to each Holder of Certificates a written report setting
forth the following information, which information the Trustee will determine
no later than two Business Days prior to the Distribution Date based on, with
respect to the 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
(and any Notional Component), allocable to principal on the Mortgage
Loans, including Liquidation Proceeds and Insurance Proceeds, stating
separately the amount attributable to scheduled principal payments and
unscheduled payments in the nature of principal;
(ii) the aggregate amount of the distribution to be made on such
Distribution Date to the Holder of each Class of Certificates (other
than any Class of Principal Only Certificates) allocable to interest,
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 made by or on behalf of
the Servicer included in the amounts actually distributed to the
Certificateholders;
(v) the aggregate Scheduled Principal Balance of the Mortgage
Loans as of the close of business on the Due Date, after giving effect
to payments allocated to principal reported under clause (i) above;
(vi) the Class Certificate Principal Amount (or Aggregate Notional
Amount) of each Class of Certificates as of such Distribution Date after
giving effect to payments allocated to principal reported under clause
(i) above (and
60
<PAGE>
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
ending on the Due Date to which such distribution relates;
(ix) the number and Scheduled Principal Balance of Mortgage Loans,
as reported to the Trustee by the Servicer, (a) remaining outstanding
(b) delinquent one month, (c) delinquent two months, (d) delinquent
three or more months, and (e) as to which foreclosure proceedings have
been commenced as of the close of business on the Business Day preceding
the Due Date to which such distribution relates;
(x) the deemed Principal Balance of each REO Property as of the
close of business on the Business Day preceding the Due Date to which
such distribution relates;
(xi) with respect to any Mortgage Loan that became an REO Property
during the preceding calendar month, the principal balance of such
Mortgage Loan and the number of such Mortgage Loans as of the close of
business on the Distribution Date in such preceding month;
(xii) with respect to substitution of Mortgage Loans in the
preceding calendar month, the Principal Balance of each Deleted Mortgage
Loan, and of each Qualifying Substitute Mortgage Loan;
(xiii) the Guaranteed Distributions for the Class A5 Certificates for
such Distribution Date and amounts in respect of the Guaranteed
Distributions paid under the Class A5 Policy;
(xiv) the aggregate outstanding Interest Shortfalls, if any, for
each Class of Certificates, after giving effect to the distribution made
on such Distribution Date;
61
<PAGE>
(xv) the Certificate Interest Rate applicable to such Distribution
Date with respect to each Class of Certificates;
(xvi) if applicable, the amount of any shortfall (i.e., the
difference between the aggregate amounts of principal and interest which
Certificateholders would have received if there were sufficient
available amounts in the Certificate Account and the amounts actually
distributed); and
(xvii) any other "loan-level" information for any Mortgage Loans that
are delinquent three or more months and any REO Property held by the
Trust that is reported by the Servicer to the Trustee.
In the case of information furnished pursuant to subclauses (i), (ii)
and (viii) above, the amounts shall be expressed as a dollar amount per
$1,000 of original principal amount of Certificates.
(b) Upon the reasonable advance written request of any
Certificateholder that is a savings and loan, bank or insurance company, the
Trustee shall provide, or cause to be provided, to such Certificateholder
such reports and access to information and documentation regarding the
Mortgage Loans as such Certificateholder may reasonably deem necessary to
comply with applicable regulations of the Office of Thrift Supervision or its
successor or other regulatory authorities with respect to investment in the
Certificates; provided, however, that the Trustee
-------- -------
shall be entitled to be reimbursed by such Certificateholder for such
Trustee's actual expenses incurred in providing such reports and access.
(c) Within 90 days, or such shorter period as may be required by
statute or regulation, after the end of each calendar year, the Trustee shall
send to each Person who at any time during the calendar year was a
Certificateholder of record, and make available to Certificate Owners
(identified as such by the Clearing Agency) in accordance with applicable
regulations, a report summarizing the items provided to Certificateholders
pursuant to Section 4.03(a) on an annual basis as may be required to enable
such Holders to prepare their federal income tax returns. Such information
shall include the amount of original issue discount accrued on each Class of
Certificates and information regarding the expenses of the Trust Fund.
Section 4.04. Certificate Account. (a) The Trustee shall establish
-------------------
and maintain in its name, as trustee, a special deposit trust account (the
"Certificate Account"), to be held in trust for the benefit of the
Certificateholders until disbursed
62
<PAGE>
pursuant to the terms of this Agreement.
The Certificate Account shall be an Eligible Account. If the existing
Certificate Account ceases to be an Eligible Account, the Trustee shall
establish a new Certificate Account that is an Eligible Account within 20
Business Days and transfer all funds on deposit in such existing Certificate
Account into such new Certificate Account. The Certificate Account shall
relate solely to the Certificates issued hereunder and funds in the
Certificate Account shall be held separate and apart from and shall not be
commingled with any other monies including, without limitation, other monies
of the Trustee held under this Agreement.
(b) The Trustee shall cause to be deposited into the Certificate
Account on the Business Day preceding each Distribution Date (or if both the
Collection Account and the Certificate Account are maintained at the same
depository institution, on such Distribution Date) all amounts distributable
to Certificateholders on such date pursuant to Article V. The Trustee shall
make withdrawals from the Certificate Account only for the following
purposes:
(i) to withdraw amounts deposited in the Certificate Account in
error;
(ii) to pay itself any investment income earned with respect to
funds in the Certificate Account invested in Eligible Investments as set
forth in subsection (c) below;
(iii) to make distributions to the Certificateholders and Financial
Security pursuant to Article V; and
(iv) to clear and terminate the Certificate Account pursuant to
Section 7.02.
(c) The Trustee shall invest, or cause to be invested, funds held in
the Certificate Account in Eligible Investments (which may be obligations of
the Trustee). All such investments must mature no later than the next
Distribution Date, and shall not be sold or disposed of prior to their
maturity. All such Eligible Investments will be made in the name of the
Trustee (in its capacity as such) or its nominee. All income and gain
realized from any such investment shall be compensation for the Trustee and
shall be subject to its withdrawal on order from time to time. The amount of
any losses incurred in respect of any such investments shall be paid by the
Trustee for deposit in the Certificate Account out of its own funds
immediately as realized.
Section 4.05. The Class A5 Reserve Fund. (a) The Trustee shall
-------------------------
establish and maintain the Class A5 Reserve Fund, which shall be an interest-
bearing Eligible Account into which there
63
<PAGE>
shall have been deposited the
amount of $7,000 on the Closing Date. No additional funds will be deposited
in the Class A5 Reserve Fund after the Closing Date. All funds deposited in
the Class A5 Reserve Fund, and all interest earned thereon, shall be held in
trust for the benefit of the Holders of the Class A5 Certificates until
withdrawn in accordance with Section 5.02(d). The Class A5 Reserve Fund
shall be an "outside reserve fund" under the REMIC Provisions. Lehman
Brothers Inc. will be the beneficial owner of the Class A5 Reserve Fund for
federal income tax purposes.
(b) The Trustee shall from time to time make withdrawals from the Class
A5 Reserve Fund on behalf of the Trust Fund for the following purposes:
(i) to withdraw from the Class A5 Reserve Fund an amount equal to
the lesser of (a) any Net Prepayment Interest Shortfalls allocable to
the Class A5 Certificates for the related Distribution Date, and (b) the
amount on deposit in the Class A5 Reserve Fund, and remit such amount to
the Certificate Account for distribution to the Class A5
Certificateholders on such Distribution Date;
(ii) on the earlier of (a) the Distribution Date on which the Class
Certificate Amount of the Class A5 Certificates is reduced to zero and
(b) the termination of this Agreement pursuant to Section 7.01, to clear
and terminate the Class A5 Reserve Fund and to pay all amounts on
deposit therein to Lehman Brothers Inc. at the address supplied by it to
the Trustee for such purpose.
ARTICLE V
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
Section 5.01. Distributions Generally. (a) Subject to Section
-----------------------
7.01(b) respecting the final distribution on the Certificates, on each
Distribution Date the Trustee or the Paying Agent shall make distributions in
accordance with this Article V. Such distributions shall be made by check
mailed to each Certificateholder's address as it appears on the Certificate
Register of the Certificate Registrar (which shall initially be the Trustee)
or, upon written request made to the Trustee at least three Business Days
prior to the related Distribution Date to any Certificateholder owning an
aggregate initial Certificate
Principal Amount of at least $2,500,000, by wire transfer in immediately
available funds to an account specified in the request and at the expense of
such Certificateholder; provided, however, that the final distribution
-------- -------
in respect of any
64
<PAGE>
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 Class Certificate Principal Amounts
(or initial Notional Amounts).
Section 5.02. Distributions from the Certificate Account. (a) On
------------------------------------------
each Distribution Date the Trustee (or the Paying Agent on behalf of the
Trustee) shall withdraw from the Certificate Account the Available
Distribution Amount and shall distribute such amount to Financial Security in
payment of the Aggregate FSA Premium, to Chemical Bank in payment of the
Excess Strip Amount and to the Holders of record of each Class of
Certificates in the following order or priority:
(i) as long as no Financial Security Default exists, to Financial
Security, the Aggregate FSA Premium;
(ii) to Chemical Bank, subject to paragraph (g) of this Section
5.02, the Excess Strip Amount for such Distribution
Date, as reduced by a pro rata share (determined on the basis of the
Excess Strip Amount otherwise distributable) of any Net Prepayment
Interest Shortfalls for such Distribution Date;
65
<PAGE>
(iii) to each Class of Senior Certificates (other than any Class of
Principal Only Certificates), the Accrued Certificate Interest thereon
for such Distribution Date, as reduced by such Class's pro rata share
(determined on the basis of Accrued Certificate Interest otherwise
distributable thereon) of any Net Prepayment Interest Shortfalls for
such Distribution Date; provided, however, that Accrued Certificate
Interest on the Class A4 Certificates for such Distribution Date shall
be applied in the manner provided in Section 5.02(f); and provided
further, that any shortfall in available amounts shall be allocated
among such Classes in proportion to the amount of Accrued Certificate
Interest (as so reduced) that would otherwise be distributable thereon
(or added to the Certificate Principal Amount thereof);
(iv) to each Class of Senior Certificates (other than any Class of
Principal Only Certificates), any related Interest Shortfall for such
Distribution Date; provided, however, that any Interest Shortfall for
the Class A4 Certificates for such Distribution Date shall be applied in
the manner provided in Section 5.02(f); and provided further, 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;
(v) to each Class of Senior Certificates (other than any Class of
Notional Certificates), in reduction of the Class Certificate Principal
Amounts thereof, concurrently as follows:
(A) to the Class A7 Certificates, the Class A7 Priority
Amount for such Distribution Date, until the Class Certificate
Principal Amount thereof has been reduced to zero;
(B) to the Class A1, Class A2, Class A3, Class A4, Class A5,
Class A6, Class A7 and Class R Certificates, the Senior Principal
Distribution Amount for such Distribution Date less the Class A7
Priority Amount for such date, in the following order of priority:
first, if such distribution occurs on or after June 25,
1999, to the Class A5 and Class A6
Certificates, pro rata in proportion to their respective Class
Certificate Principal Amounts, an aggregate amount on such
Distribution Date up to $15,000, until the Class Certificate
Principal
66
<PAGE>
Amount of each such Class has been reduced to zero;
second, to the Class A3 Certificates (in respect of the
Class A3A Component), up to the amount necessary to reduce the
Component Principal Amount of the Class A3A Component to its
PAC Amount for such Distribution Date;
third, to the Class A1 Certificates, up to the amount
necessary to reduce the Class Certificate Principal Amount
thereof to their PAC Amount for such Distribution Date;
fourth, to the Class A2 Certificates, up to the amount
necessary to reduce the Class Certificate Principal Amount
thereof to their PAC Amount for such Distribution Date;
fifth, to the Class A3 Certificates (in respect of the
Class A3B Component), until the Component Principal Amount of
the Class A3B Component has been reduced to zero;
sixth, to the Class A4 Certificates, until the Class
Certificate Principal Amount thereof has been reduced to zero;
seventh, to the Class A3 Certificates (in respect of the
Class A3A Component), without regard to the PAC Amount for the
Class A3A Component for such Distribution Date, until the
Component Principal Amount of the Class A3A Component has been
reduced to zero;
eighth, to the Class A1 Certificates, without regard to
their PAC Amount for such Distribution Date, until the Class
Certificate Principal Amount thereof has been reduced to zero;
ninth, to the Class A2 Certificates, without regard to
their PAC Amount for such Distribution Date, until the Class
Certificate Principal Amount thereof has been reduced to zero;
tenth, to the Class A5 and Class A6 Certificates, pro
rata in proportion to their respective Class Certificate
Principal Amounts, until the Class Certificate Principal
Amount of each such Class has been reduced to zero;
67
<PAGE>
eleventh, to the Class R Certificate, until the Class
Certificate Principal Amount thereof has been reduced to zero;
and
twelfth, to the Class A7 Certificates, until the Class
Certificate Principal Amount thereof has been reduced to zero;
and
(C) to the Class AP Certificates, the Class AP Principal
Distribution Amount for such Distribution Date, until the Class
Certificate Principal Amount thereof has been reduced to zero;
(vi) to the Class AP Certificates, the Class AP Deferred Amount for
such Distribution Date, up to an amount not to exceed the Subordinate
Principal Distribution Amount for such Distribution Date, until the
Class Certificate Principal Amount of such Class has been reduced to
zero; provided, that any such amounts distributed to the Class AP
Certificates pursuant to this clause (vi) shall not reduce the Class
Certificate Principal Amount thereof;
(vii) to the Class B1 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such Class's pro rata
share (determined on the basis of Accrued Certificate Interest otherwise
distributable thereon) of any Net Prepayment Interest Shortfalls for
such Distribution Date;
(viii) to the Class B1 Certificates, any Interest Shortfall for such
Class on such Distribution Date;
(ix) to the Class B1 Certificates, in reduction of the Class
Certificate Principal Amount thereof, such Class's Subordinate Class
Percentage of the Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(c), until the
Class Certificate Principal Amount thereof has been reduced to zero;
(x) to the Class B2 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such Class's pro rata
share (determined on the basis of Accrued Certificate Interest otherwise
distributable thereon) of any Net Prepayment Interest Shortfalls for
such Distribution Date;
(xi) to the Class B2 Certificates, any Interest Shortfall for such
Class on such Distribution Date;
68
<PAGE>
(xii) to the Class B2 Certificates, in reduction of the Class
Certificate Principal Amount thereof, such Class's Subordinate Class
Percentage of the Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(c), until the
Class Certificate Principal Amount thereof has been reduced to zero;
(xiii) to the Class B3 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such Class's pro rata
share (determined on the basis of Accrued Certificate Interest otherwise
distributable thereon) of any Net Prepayment Interest Shortfalls for
such Distribution Date;
(xiv) to the Class B3 Certificates, any Interest Shortfall for such
Class on such Distribution Date;
(xv) to the Class B3 Certificates, in reduction of the Class
Certificate Principal Amount thereof, such Class's Subordinate Class
Percentage of the Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(c), until the
Class Certificate Principal Amount thereof has been reduced to zero;
(xvi) to the Class B4 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such Class's pro rata
share (determined on the basis of Accrued Certificate Interest otherwise
distributable thereon) of any Net Prepayment Interest Shortfalls for
such Distribution Date;
(xvii) to the Class B4 Certificates, any Interest Shortfall for such
Class on such Distribution Date;
(xviii) to the Class B4 Certificates, in reduction of the Class
Certificate Principal Amount thereof, such Class's Subordinate Class
Percentage of the Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(c), until the
Class Certificate Principal Amount thereof has been reduced to zero;
(xix) to the Class B5 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such Class's pro rata
share (determined on the
basis of Accrued Certificate Interest otherwise distributable thereon)
of any Net Prepayment Interest Shortfalls for such Distribution Date;
(xx) to the Class B5 Certificates, any Interest Shortfall for such
Class on such Distribution Date;
69
<PAGE>
(xxi) to the Class B5 Certificates, in reduction of the Class
Certificate Principal Amount thereof, such Class's Subordinate Class
Percentage of the Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(c), until the
Class Certificate Principal Amount thereof has been reduced to zero;
(xxii) to the Class B6 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such Class's pro rata
share (determined on the basis of Accrued Certificate Interest otherwise
distributable thereon) of any Net Prepayment Interest Shortfalls for
such Distribution Date;
(xxiii) to the Class B6 Certificates, any Interest Shortfall for such
Class on such Distribution Date; and
(xxiv) to the Class B6 Certificates, in reduction of the Class
Certificate Principal Amount thereof, such Class's Subordinate Class
Percentage of the Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(c), until the
Class Certificate Principal Amount thereof has been reduced to zero.
Notwithstanding the foregoing, amounts otherwise distributable pursuant to
clauses (ix), (xii), (xv), (xviii), (xxi) and (xxiv) on any Distribution Date
shall be reduced, in inverse order of priority, by any amount distributed
pursuant to clause (vi) on such date, such that such amount distributed
pursuant to clause (vi) on such date shall be applied first to reduce the
amount distributable pursuant to clause (xxiv), and then, to the extent of
any excess, applied second, to reduce the amount distributable pursuant to
clause (xxi), third, to reduce the amount distributable pursuant to clause
(xviii), fourth, to reduce the amount distributable pursuant to clause (xv),
fifth, to reduce the amount distributable pursuant to clause (xii) and sixth,
to reduce the amount distributable pursuant to clause (ix).
If, on any Distribution Date, after distributions have been made pursuant to
clauses (i) through (iv) above, the remaining Available Distribution Amount
is insufficient to make the full amount of distributions required to be made
pursuant to clause (v) above, (1) the amount distributable to the Class AP
Certificates pursuant to clause (v)(C) shall be equal to the product of (x)
the remaining Available Distribution Amount and (y) the fraction, expressed
as a percentage, the numerator of which is the Class AP Principal
Distribution Amount for such Distribution Date and the denominator of which
is the sum of such Class AP Principal Distribution Amount and the Senior
Principal Distribution Amount for such Distribution Date, and (2) the
70
<PAGE>
amount
distributable to the Senior Certificates other than the Class AP Certificates
pursuant to clauses (v)(A) and (B) shall be equal to the product of (x) the
remaining Available Distribution Amount and (y) the fraction, expressed as a
percentage, the numerator of which is the Senior Principal Distribution
Amount for such Distribution Date and the denominator of which is the sum of
such Senior Principal Distribution Amount and the Class AP Principal
Distribution Amount for such Distribution Date.
(b) If on any Distribution Date the Class Certificate Principal Amounts
of the Subordinate Certificates have each been reduced to zero, the amounts
distributable to the Senior Certificates other than the Class AP Certificates
pursuant to Sections 5.02(a)(v)(A) and (B) for such Distribution Date and
each succeeding Distribution Date shall be allocated among such Classes of
Senior Certificates pro rata, on the basis of their respective Class
Certificate Principal Amounts immediately prior to such Distribution Date,
regardless of the priorities and amounts set forth in Sections 5.02(a)(v)(A)
and (B).
(c) (i) If on any Distribution Date the Credit Support Percentage for
the Class B1 Certificates is less than the Original Credit Support Percentage
for such Class, then, notwithstanding anything to the contrary in Section
5.02(a), no distribution of amounts described in clauses (ii) and (iii) of
the definition of Subordinate Principal Distribution Amount will be made to
the Class B2, Class B3, Class B4, Class B5 or Class B6 Certificates on such
Distribution Date. (ii) If on any Distribution Date the Credit Support
Percentage for the Class B2 Certificates is less than the Original Credit
Support Percentage for such Class, then, notwithstanding anything to the
contrary in Section 5.02(a), no distribution of amounts described in clauses
(ii) and (iii) of the definition of Subordinate Principal Distribution Amount
will be made to the Class B3, Class B4, Class B5 or Class B6 Certificates on
such Distribution Date. (iii) If on any Distribution Date the Credit Support
Percentage for the Class B3 Certificates is less than the Original Credit
Support Percentage for such Class, then, notwithstanding anything to the
contrary in Section 5.02(a), no distribution of amounts described in clauses
(ii) and (iii) of the definition of Subordinate Principal Distribution Amount
will be made to the Class B4, Class B5 or Class B6 Certificates on such
Distribution Date. (iv) If on any Distribution Date the Credit Support
Percentage for the
Class B4 Certificates is less than the Original Credit Support Percentage for
such Class, then, notwithstanding anything to the contrary in Section
5.02(a), no distribution of amounts described in clauses (ii) and (iii) of
the definition of Subordinate Principal Distribution Amount will be made to
the Class B5 or Class B6 Certificates on such Distribution Date. (v) If on
any Distribution Date the Credit Support Percentage for the Class B5
71
<PAGE>
Certificates is less than the Original Credit Support Percentage for such
Class, then, notwithstanding anything to the contrary in Section 5.02(a), no
distribution of amounts described in clauses (ii) and (iii) of the definition
of Subordinate Principal Distribution Amount will be made to the Class B6
Certificates on such Distribution Date.
Any amount not distributed to any Classes of Subordinate Certificates on
any Distribution Date pursuant to the immediately preceding paragraph will be
allocated among the remaining Classes of Subordinate Certificates in
proportion to their respective Class Certificate Principal Amounts.
(d) On each Distribution Date, the Trustee shall distribute the amount
withdrawn from the Class A5 Reserve Fund with respect to such Distribution
Date pursuant to Section 4.05, to the extent of funds on deposit in the Class
A5 Reserve Fund, and shall apply such funds to distributions on the Class A5
Certificates, as interest thereon, in the amount of any Net Prepayment
Interest Shortfalls with respect to such Distribution Date.
(e) On each Distribution Date, the Trustee shall distribute to the
Holder of the Class R Certificate any remaining Available Distribution Amount
for such Distribution Date after application of all amounts described in
paragraph (a) of this Section 5.02. Any distributions pursuant to this
paragraph (e) shall not reduce the Class Certificate Principal Amount of the
Class R Certificate.
(f) On each Distribution Date through the Credit Support Depletion
Date, any amounts allocable to the Class A4 Certificates on such date
pursuant to clauses (a)(iii) and (a)(iv) of this Section 5.02 shall not be
distributable as interest thereon but shall instead be (i) added to the Class
Certificate Principal Amount thereof and (ii) distributed to the following
Classes of Certificates, before any distributions are made pursuant to clause
(a)(v) of this Section 5.02, in the following order of priority:
first, to the Class A3 Certificates (in respect of the Class A3B
Component), in reduction of the Component Principal Amount of the Class
A3B Component, until the
Component Principal Amount thereof has been reduced to zero; and
second, to the Class A4 Certificates, in reduction of the Class
Certificate Principal Amount thereof, until the Class Certificate
Principal Amount thereof has been reduced to zero.
72
<PAGE>
On each Distribution Date occurring after the Credit Support Depletion Date,
amounts allocable to the Class A4 Certificates pursuant to clauses (a)(iii)
and (a)(iv) of this Section 5.02 shall be distributable on such Distribution
Date pursuant to such clauses to Holders of the Class A4 Certificates as
Accrued Certificate Interest and shall not be added to the Class Certificate
Principal Amount thereof.
(g) So long as Chemical Bank is the Servicer, the Servicer may, under
the terms of the Servicing Agreement, reduce the amount remitted to the
Trustee on any Remittance Date by the Excess Strip Amount for the immediately
succeeding Distribution Date, less any Net Prepayment Interest Shortfalls
allocable thereto. On each Distribution Date, the Trustee shall reduce the
amount distributable to Chemical Bank pursuant to clause (a)(ii) of this
Section 5.02 in respect of the Excess Strip Amount by the amount of any such
reduction in the amount remitted to the Trustee by the Servicer on the
immediately preceding Remittance Date.
Section 5.03. Allocation of Realized Losses. (a) On any
-----------------------------
Distribution Date, the principal portion of each Realized Loss (other than
any Excess Loss) shall be allocated as follows:
(i) the applicable AP Percentage of the principal portion of any
such Realized Loss shall be allocated to the Class AP Certificates until
the Class Certificate Principal Amount thereof has been reduced to zero;
and
(ii) the applicable Non-AP Percentage of the principal portion of
any such Realized Loss shall be allocated in the following order of
priority:
first, to the Class B6 Certificates until the Class
Certificate Principal Amount thereof has been reduced to zero;
second, to the Class B5 Certificates until the Class
Certificate Principal Amount thereof has been reduced to zero;
third, to the Class B4 Certificates until the Class
Certificate Principal Amount thereof has been reduced to zero;
fourth, to the Class B3 Certificates until the Class
Certificate Principal Amount thereof has been reduced to zero;
73
<PAGE>
fifth, to the Class B2 Certificates until the Class
Certificate Principal Amount thereof has been reduced to zero;
sixth, to the Class B1 Certificates until the Class
Certificate Principal Amount thereof has been reduced to zero; and
seventh, to the Classes of Senior Certificates other than the
Class AP Certificates, pro rata, in accordance with their Class
Certificate Principal Amounts; provided, that any such loss
allocated to any Class of Accrual Certificates (and any Accrual
Component) shall be allocated (subject to Section 5.03(c)) on the
basis of the lesser of (x) the Class Certificate Principal Amount
(or Component Principal Amount) thereof immediately prior to the
applicable Distribution Date and (y) the Class Certificate
Principal Amount (or Component Principal Amount) thereof on the
Closing Date (as reduced by any Realized Losses previously
allocated thereto).
(b) With respect to any Distribution Date, the principal portion of any
Excess Loss shall be allocated as follows: (1) the AP Percentage of any such
loss shall be allocated to the Class AP Certificates, and (2) the Non-AP
Percentage of any such loss shall be allocated to each Class of Certificates
other than the Class AP Certificates, pro rata, based on the respective Class
Certificate Principal Amounts thereof; provided, that any such loss allocated
to any Class of Accrual Certificates (and any Accrual Component) shall be
allocated (subject to Section 5.03(c)) on the basis of the lesser of (x) the
Class Certificate Principal Amount (or Component Principal Amount) thereof
immediately prior to the applicable Distribution Date and (y) the Class
Certificate Principal Amount (or Component Principal Amount) thereof on the
Closing Date (as reduced by any Realized Losses previously allocated
thereto).
(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. In
addition, any
Realized Losses allocated to any Class of Component Certificates on a
Distribution Date shall be allocated in reduction of the Component Principal
Amounts of the related Components (other than any Notional Component) in
proportion to their respective Component Principal Amounts immediately prior
to such Distribution Date. 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,
74
<PAGE>
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 AP Certificates on such Distribution Date will be taken into account in
determining distributions in respect of any Class AP Deferred Amount for such
date.
(e) On each Distribution Date, the Subordinate Certificate Writedown
Amount for such date shall effect a corresponding reduction in the
Certificate Principal Amount of the lowest ranking Class of outstanding
Subordinate Certificates, which reduction shall occur on such Distribution
Date after giving effect to distributions made on such Distribution Date.
Section 5.04. Trustee Advances. In the event that the Servicer
----------------
fails for any reason to make an Advance required to be made by it pursuant to
the Servicing Agreement on or before the Remittance Date, the Trustee shall,
on or before the related Distribution Date, deposit in the Certificate
Account an amount equal to the excess of (a) Advances required to be made by
the Servicer that would have been deposited in such Collection Account over
(b) the amount of any Advance made by such Servicer with respect to such
Distribution Date; provided, however, that
-------- -------
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.
-----------------------------------------------------
(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
75
<PAGE>
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.
76
<PAGE>
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
--------
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.
77
<PAGE>
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
78
<PAGE>
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
79
<PAGE>
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.
80
<PAGE>
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
--------------------------------
second Business Day before any Distribution Date, the Trustee determines that
the amount on deposit in the Certificate Account
distributable to the Class A5 Certificateholders pursuant to Section 5.02,
together with any amounts that may be distributable to the Class A5
Certificateholders from the Class A5 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
A5 Policy), if any, by telephone or telecopy of the amount of such
81
<PAGE>
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 A5 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 A5 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 A5 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 A5 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 A5 Certificate, if any, that have been made by the Trustee and
subsequently recovered from the affected Holders, and the dates on which such
payments were made by the Trustee.
(c) At the time of the execution hereof, and for the purposes hereof,
the Trustee shall establish a separate special purpose trust account in the
name of the Trustee for the benefit of Holders of the Class A5 Certificates
(the "Class A5 Policy Payments Account") over which the Trustee shall have
exclusive control and sole right of withdrawal. The Class A5 Policy Payments
Account shall be an Eligible Account. The Trustee shall deposit any amount
paid under the Class A5 Policy into the Class A5 Policy Payments Account and
distribute such amount only for the purposes of making payments to Holders of
the Class A5 Certificates in respect of the Guaranteed Distributions (or
other amounts payable pursuant to paragraph (b) above on the Class A5
Certificates by Financial Security pursuant to the Class A5 Policy) for which
the related claim was made under the Policy. Such amounts shall be allocated
by the Trustee to Holders of
Class A5 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 A5
Certificates from funds in the Class A5
82
<PAGE>
Policy Payments Account shall be
noted as provided in subsection (e) below. Funds held in the Class A5 Policy
Payments Account shall not be invested by the Trustee.
(d) Any funds received from Financial Security for deposit into the
Class A5 Policy Payments Account pursuant to the Class A5 Policy in respect
of a Distribution Date or otherwise as a result of any claim under such Class
A5 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 A5
Certificates, or (ii) of other amounts to which payments under the Class A5
Policy are to be applied. Funds received by the Trustee as a result of any
claim under the Class A5 Policy shall be used solely for payment to the
Holders of the Class A5 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 A5 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 A5 Policy Payments Account and (ii) the allocation of such funds to (A)
payments of interest on and principal in respect of any Class A5
Certificates, (B) Realized Losses allocated to the Class A5 Certificates and
(C) Net Prepayment Interest Shortfalls allocated to the Class A5
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 A5
Certificate by its acceptance of such Class A5 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 A5
Certificates, Financial Security will be fully subrogated to the rights of
the Holders of such Class A5 Certificates to receive such principal and
interest from the Trust Fund. The Class A5 Certificateholders, by
acceptance of the Class A5 Certificates, assign their rights as Holders of
the Class A5 Certificates to the extent of Financial Security's interest with
respect to amounts paid under the Class A5 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 A5 Certificates
that is made with funds received pursuant to the
83
<PAGE>
terms of the Class A5 Policy
shall not be considered payment of the Class A5 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 A5 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 A5 Certificates. Each Holder of
a Class A5 Certificate, by its purchase of Class A5 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 A5
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 A5 Policy to Financial
Security for cancellation upon the expiration of the term of the Class A5
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
84
<PAGE>
submit an amended notice
and (ii) "Business Day" means any day other than (A) a Saturday or Sunday or
(B) a day on which banking institutions in the City of New York, New York are
authorized or obligated by law or executive order to be closed.
ARTICLE VI
CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
Section 6.01. Duties of Trustee. (a) The Trustee, except during
-----------------
the continuance of an Event of Default, undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement. Any
permissive right of the Trustee provided for in this Agreement shall not be
construed as a duty of the Trustee. If an Event of Default has occurred and
has not otherwise been cured or waived, the Trustee shall exercise such of
the rights and powers vested in it by this Agreement and use the same degree
of care and skill in their exercise as a prudent Person would exercise or use
under the circumstances in the conduct of such Person's own affairs unless
the Trustee is acting as Servicer, in which case it shall use the same degree
of care and skill as the Servicer under the Servicing Agreement.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to determine
whether they are in the form required by this Agreement; provided, however,
that the Trustee shall not be responsible for the accuracy or content of any
such resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Servicer, to the Trustee pursuant to this
Agreement.
(c) The Trustee shall not have any liability arising out of or in
connection with this Agreement, except for its negligence or willful
misconduct. No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct; provided, however, that:
-------- -------
(i) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Holders of Certificates as provided in
Section 6.19 hereof;
(ii) For all purposes under this Agreement, the Trustee shall not
be deemed to have notice of any Event of Default (other than resulting
from a failure by the Servicer (i) to
85
<PAGE>
remit funds (or to make Servicing
Advances) or (ii) to furnish information to the Trustee when required to
do so by the Servicing Agreement) unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a default is received by the Trustee at the
Corporate Trust Office, and such notice references the Holders of the
Certificates and this Agreement;
(iii) No provision of this Agreement shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it; and
(iv) The Trustee shall not be responsible for any act or omission
of the Servicer.
(d) The Trustee shall have no duty hereunder with respect to any
complaint, claim, demand, notice or other document it may receive or which
may be alleged to have been delivered to or served upon it by the parties as
a consequence of the assignment of any Mortgage Loan hereunder; provided,
however, that the Trustee shall use its best efforts to remit to the Servicer
upon receipt any such complaint, claim, demand, notice or other document (i)
which is delivered to the Corporate Trust Office of the Trustee, (ii) of
which a Responsible Officer has actual knowledge, and (iii) which contains
information sufficient to permit the Trustee to make a determination that the
real property to which such document relates is a Mortgaged Property.
(e) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class holding
Certificates which evidence, as to such Class, Percentage Interests
aggregating not less than 25% as to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Agreement.
Section 6.02. Certain Matters Affecting the Trustee. Except as
-------------------------------------
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
86
<PAGE>
other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any advice of its
counsel or Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by
it hereunder in good faith and in accordance with such advice or Opinion
of Counsel;
(iii) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and reasonably believed
by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(iv) Unless an Event of Default shall have occurred and be
continuing, the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document (provided the same appears
regular on its face), unless requested in writing to do so by Holders of
at least a majority in Class Certificate Principal Amount (or Aggregate
Notional Amount) of each Class of Certificates; provided, however, that,
-------- -------
if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded
to it by the terms of this Agreement, the Trustee may require reasonable
indemnity against such expense or liability or payment of such estimated
expenses as a condition to proceeding. The reasonable expense 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
87
<PAGE>
Mortgage Loan, or related document save that the
Trustee represents that, assuming due execution and delivery by the other
parties hereto, this Agreement has been duly authorized, executed and
delivered by it and constitutes its valid and binding obligation, enforceable
against it in accordance with its terms except that such enforceability may
be subject to (A) applicable bankruptcy and insolvency laws and other similar
laws affecting the enforcement of the rights of creditors generally, and (B)
general principles of equity regardless of whether such enforcement is
considered in a proceeding in equity or at law. The Trustee shall not be
accountable for the use or application by the Depositor of funds paid to the
Depositor in consideration of the assignment of the Mortgage Loans to the
Trust Fund by the Depositor or for the use or application of any funds
deposited into the Collection Account, the Certificate Account or any other
fund or account maintained with respect to the Certificates.
Section 6.04. Trustee May Own Certificates. The Trustee and any
----------------------------
Affiliate or agent of the Trustee in its individual or any other capacity may
become the owner or pledgee of Certificates and may transact banking and
trust with the other parties hereto with the same rights it would have if it
were not Trustee or such agent.
Section 6.05. Eligibility Requirements for Trustee. The Trustee
------------------------------------
hereunder shall at all times be (i) an institution insured by the FDIC and
(ii) a corporation or national banking association, organized and doing
business under the laws of any State or the United States of America,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, 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
88
<PAGE>
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 A5 Certificates, determined without regard to the Class A5
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
89
<PAGE>
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
----------------------------------------------
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
90
<PAGE>
action with respect to any
Mortgage Loan outside the state where the Trustee has its principal place of
business where such separate trustee or co-trustee is necessary or advisable
under the laws of any state in which a property securing a Mortgage Loan is
located or for the purpose of otherwise conforming to any legal requirement,
restriction or condition in any state in which a property securing a Mortgage
Loan is located or in any state in which any portion of the Trust Fund is
located. The separate Trustees, co-trustees, or custodians so appointed
shall be trustees or custodians for the benefit of all the Certificateholders
and shall have such powers, rights and remedies as shall be specified in the
instrument of appointment; provided, however, that no such appointment shall,
-------- -------
or shall
be deemed to, constitute the appointee an agent of the Trustee. The
obligation of the Trustee to make Advances pursuant to Section 5.04 and 6.14
hereof shall not be affected or assigned by the appointment of a co-trustee.
(b) Every separate trustee, co-trustee, and custodian shall, to the
extent permitted by law, be appointed and act subject to the following
provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee in respect of the receipt, custody and payment of moneys shall
be exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee,
co-trustee, or custodian jointly, except to the extent that under any
law of any jurisdiction in which any particular act or acts are to be
performed the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and
obligations, including the holding of title to the Trust 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.
91
<PAGE>
(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
92
<PAGE>
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
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,
93
<PAGE>
including the
costs and expenses of defending themselves against any claim in connection
with the exercise or performance of any of their powers or duties hereunder,
provided that:
(i) the Trustee has first made reasonable efforts to enforce any
applicable provisions in the Servicing Agreement for indemnification or
reimbursement of the Trustee (as "Purchaser") by the Servicer;
(ii) with respect to any such claim, the Trustee shall have given
the Depositor and the Holders written notice thereof promptly after the
Trustee shall have knowledge thereof;
(iii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Depositor in preparing such
defense; and
(iv) notwithstanding anything to the contrary in this Section 6.11,
the Trust Fund shall not be liable for settlement of any such claim by
the Trustee entered into without the prior consent of the Depositor,
which consent shall not be unreasonably withheld.
The provisions of this Section 6.11 shall survive any termination of
this Agreement and the resignation or removal of the Trustee and shall be
construed to include, but not be limited to any loss, liability or expense
under any environmental law.
Section 6.12. Fees and Expenses of Trustee. The Trustee shall be
----------------------------
entitled to receive, and is authorized to pay to itself the amount of income
or gain earned from the investment of funds in the Certificate Account and
the Collection Account. The Trustee shall be entitled to reimbursement of
expenses to the extent provided in Section 10.01(c)(i) from either the
Collection Account or the Certificate Account. The provisions of this
Section 6.12 shall survive any termination of this Agreement.
Section 6.13. Collection of Monies. Except as otherwise expressly
--------------------
provided in this Agreement, the Trustee may demand payment or delivery of,
and shall receive and collect, all money and other property payable to or
receivable by the Trustee pursuant to this Agreement. The Trustee shall hold
all such money and property received by it as part of the Trust Fund and
shall distribute it as provided in this Agreement. If the Trustee shall not
have timely received amounts to be remitted with respect to the Mortgage
Loans from the Servicer, the Trustee shall request the Servicer to make such
distribution as promptly as practicable or legally permitted. If the Trustee
shall
94
<PAGE>
subsequently receive any such amount, it may withdraw such request.
Section 6.14. Trustee To Act; Appointment of Successor. (a) If an
----------------------------------------
Event of Default shall occur, then, in each and every case, subject to
applicable law, so long as any such Event of Default shall not have been
remedied within any period of time prescribed by the Servicing Agreement, the
Trustee by notice in writing to the Servicer may, and shall, if so directed
by Certificateholders evidencing more than 50% of the Class Certificate
Principal Amount (or Aggregate Notional Amount) of each Class of
Certificates, terminate all of the rights and obligations of the Servicer
under the Servicing Agreement and in and to the Mortgage Loans and the
proceeds thereof. On or after the receipt by the Servicer of such written
notice, all authority and power of the Servicer, and only in its capacity as
Servicer under the Servicing Agreement, whether with respect to the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee pursuant to
and under the terms of the Servicing Agreement; and the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the defaulting
Servicer as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents or otherwise.
If any Event of Default shall occur, the Trustee shall promptly notify
the Rating Agencies of the nature and extent of such Event of Default. The
Trustee shall immediately give written notice to the Servicer upon such
Servicer's failure to remit funds on the Remittance Date.
(b) On and after the time the Servicer receives a notice of termination
from the Trustee pursuant to Section 6.14(a) or the Trustee receives the
resignation of the Servicer evidenced by an Opinion of Counsel pursuant to
the applicable provision of the Servicing Agreement, the Trustee, unless
another servicer shall
have been appointed, shall be the successor in all respects to the Servicer
in its capacity as such under this Agreement and the transactions set forth
or provided for herein and shall have all the rights and powers and be
subject to all the responsibilities, duties and liabilities relating thereto
and arising thereafter placed on the Servicer under the applicable Servicing
Agreement, including the obligation to make Advances; provided, however, that
any failure to perform such duties or responsibilities caused by the
Servicer's failure to provide information required by a Servicing Agreement
shall not be considered a default by the Trustee hereunder. In addition, the
Trustee shall have no
95
<PAGE>
responsibility for any act or omission of the Servicer
prior to the issuance of any notice of termination. In the Trustee's
capacity as such successor, the Trustee shall have the same limitations on
liability herein granted to the Servicer. As compensation therefor, the
Trustee shall be entitled to receive all compensation payable to the Servicer
under the Servicing Agreement, including the applicable portion of the
related Servicing Fee.
(c) Notwithstanding the above, the Trustee may, if it shall be
unwilling to continue to so act, or shall, if it is unable to so act,
appoint, or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution servicer, master servicer,
servicer or mortgage servicing institution having a net worth of not less
than $15,000,000 and meeting such other standards for a successor servicer as
are set forth in the Servicing Agreement, as the successor to such Servicer
in the assumption of all of the responsibilities, duties or liabilities of a
servicer, like the Servicer. Any entity designated by the Trustee as a
successor Servicer may be an Affiliate of the Trustee; provided, however,
-------- -------
that, unless such Affiliate meets the net worth
requirements and other standards set forth herein for a successor servicer,
the Trustee, in its individual capacity shall agree, at the time of such
designation, to be and remain liable to the Trust Fund for such Affiliate's
actions and omissions in performing its duties hereunder. In connection with
such appointment and assumption, the Trustee may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans as it
and such successor shall agree; provided, however,
-------- -------
that no such compensation shall be in excess of that permitted to the
Servicer. The Trustee and such successor shall take such actions, consistent
with this Agreement, as shall be necessary to effectuate any such succession
and may make other arrangements with respect to the servicing to be conducted
hereunder which are not inconsistent herewith. The Servicer shall cooperate
with the Trustee and any successor servicer in effecting the termination of
the Servicer's responsibilities and rights hereunder including, without
limitation, notifying Mortgagors of the assignment of the
servicing functions and providing the Trustee and successor servicer, as
applicable, all documents and records in electronic or other form reasonably
requested by it to enable it to assume the Servicer's functions hereunder and
the transfer to the Trustee or such successor servicer, as applicable, all
amounts which shall at the time be or should have been deposited by the
Servicer in the Collection Account and any other account or fund maintained
with respect to the Certificates or thereafter be received with respect to
the Mortgage Loans. Neither the Trustee nor any other successor servicer
shall be deemed to be in default hereunder by reason of any failure to make,
or any delay in
96
<PAGE>
making, any distribution hereunder or any portion thereof
caused by (i) the failure of the Servicer to deliver, or any delay in
delivering, cash, documents or records to it, (ii) to cooperate as required
by the Servicing Agreement, (iii) to deliver the Mortgage Loan data to the
Trustee as required by the Servicing Agreement or (iv) restrictions imposed
by any regulatory authority having jurisdiction over the Servicer.
Section 6.15. Additional Remedies of Trustee Upon Event of Default.
----------------------------------------------------
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 6.14, shall have the right, in its own name and as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to
protect the interests, and enforce the rights and remedies, of the
Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filings of proofs of
claim and debt in connection therewith). Except as otherwise expressly
provided in this Agreement, no remedy provided for by this Agreement shall be
exclusive of any other remedy, and each and every remedy shall be cumulative
and in addition to any other remedy, and no delay or omission to exercise any
right or remedy shall impair any such right or remedy or shall be deemed to
be a waiver of any Event of Default.
Section 6.16. Waiver of Defaults. 35% or more of the Aggregate
------------------
Voting Interests of Certificateholders may waive any default or Event of
Default by the Servicer in the performance of its obligations under the
Servicing Agreement except that a default in the making of any required
deposit to the Collection Account which would result in a failure of the
Trustee to make any required payment of principal of or interest on the
Certificates may only be waived with the consent of the affected
Certificateholders. Upon any such waiver of a past default, such default
shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been remedied for every purpose of this Agreement. No such
waiver shall extend to any subsequent
or other default or impair any right consequent thereon except to the extent
expressly so waived.
Section 6.17. Notification to Holders. Upon termination of the
-----------------------
Servicer or appointment of a successor Servicer, in each case as provided
herein, the Trustee shall promptly mail notice thereof by first class mail to
the affected Certificateholders at their respective addresses appearing on
the Certificate Register. The Trustee shall also, within 45 days after the
occurrence of any Event of Default known to the Trustee, give written notice
thereof to affected Certificateholders, unless such Event of
97
<PAGE>
Default shall
have been cured or waived prior to the issuance of such notice and within
such 45-day period.
Section 6.18. Directions by Certificateholders and Duties of Trustee
------------------------------------------------------
During Event of Default. Subject to the provisions of Section 8.01
- -----------------------
hereof, during the continuance of any Event of Default, Holders of
Certificates evidencing not less than 25% of the Class Certificate Principal
Amount (or Aggregate Notional Amount) of each Class of Certificates may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Agreement; provided,
--------
however, that the Trustee shall be under no obligation to pursue any such
- -------
remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (i) the conducting or defending of
any administrative action or litigation hereunder or in relation hereto and
(ii) the terminating of the Servicer or any successor servicer from its
rights and duties as servicer hereunder) at the request, order or direction
of any of the Certificateholders, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the cost,
expenses and liabilities which may be incurred therein or thereby; and,
provided further, that, subject to the provisions of Section
- -------- -------
8.01, the Trustee shall have the right to decline to follow any such
direction if the Trustee, in accordance with an Opinion of Counsel,
determines that the action or proceeding so directed may not lawfully be
taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the non-assenting Certificateholders.
Section 6.19. Action Upon Certain Failures of the Servicer and Upon
-----------------------------------------------------
Event of Default. In the event that the Trustee shall have actual
- ----------------
knowledge of any failure of the Servicer, which would become an Event of
Default upon the Servicer's failure to remedy the same after notice, the
Trustee shall give notice thereof to 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.
98
<PAGE>
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 Servicer 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 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. If by the first
Distribution Date in the calendar year immediately following the calendar
year during which the Servicer first has the right to exercise its option to
cause the Trust Fund to sell all of its property as described above, the
Servicer has failed to do so, the Depositor may do so on any subsequent
Distribution Date, in accordance with the provisions of this Section 7.01(b).
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
99
<PAGE>
Trustee by first class mail to Certificateholders
mailed no later than the later of five Business Days after the Trustee has
received notice from Servicer or 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
100
<PAGE>
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
either the Servicer or the Depositor that it intends to exercise its
option to cause the termination of the Trust Fund) shall adopt a plan of
complete liquidation of the Trust Fund on behalf of each REMIC, meeting
the requirements of a qualified liquidation under the REMIC Provisions;
(ii) The sale of the assets of the Trust Fund pursuant to
Section 7.02 shall be a sale for cash and shall occur at or after the
time of adoption of such a plan of complete liquidation and prior to the
time of making of the final payment on the Certificates;
(iii) On the date specified for final payment of the
Certificates, the Trustee shall make final distributions of principal
and interest on the Certificates in accordance with Section 5.02 and,
after payment of, or provision for any outstanding expenses, distribute
or credit, or cause to be distributed or credited, to the Holder of the
Class R Certificate all cash on hand after such final payment (other
than cash retained to meet claims), and the Trust Fund (and each REMIC)
shall terminate at that time; and
(iv) In no event may the final payment on the Certificates or
the final distribution or credit to the Holder of the Class R
Certificate be made after the 89th day from the date on which the plan
of complete liquidation is adopted.
(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
101
<PAGE>
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
102
<PAGE>
provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 8.02. Access to List of Holders. (a) If the Trustee is not
-------------------------
acting as Certificate Registrar, the Certificate Registrar will furnish or
cause to be furnished to the Trustee, within fifteen days after receipt by
the Certificate Registrar of a request by the Trustee in writing, a list, in
such form as the Trustee may reasonably require, of the names and addresses
of the Certificateholders of each Class as of the most recent Record Date.
(b) If three or more Holders (hereinafter referred to as "Applicants")
apply in writing to the Trustee, and such application states that the
Applicants desire to communicate with other Holders with respect to their
rights under this Agreement or under the Certificates and is accompanied by a
copy of the communication which such Applicants propose to transmit, then the
Trustee shall, within five Business Days after the receipt of such
application, afford such Applicants reasonable access during the normal
business hours of the Trustee to the most recent list of Certificateholders
held by the Trustee or shall, as an alternative, send, at the Applicants'
expense, the written communication proffered by the Applicants to all
Certificateholders at their addresses as they appear in the Certificate
Register.
(c) Every Holder or Certificate Owner, if the Holder is a Clearing
Agency, by receiving and holding a Certificate, agrees with the Depositor,
the Certificate Registrar and the Trustee that neither the Depositor, the
Certificate Registrar nor the Trustee shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Certificateholders hereunder, regardless of the source from which such
information was derived.
Section 8.03. Acts of Holders of Certificates. (a) Any request,
-------------------------------
demand, authorization, direction, notice, consent, 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
103
<PAGE>
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.
-------------------------------------------------
The Trustee (or its custodian, if any, as directed by the Trustee), shall
retain possession and custody of the originals of the Primary Mortgage
Insurance Policies or certificates of insurance, if applicable, and any
certificates of renewal as to the foregoing as may be issued from time to
time as contemplated by this Agreement. Until all amounts distributable
in respect of the Certificates have been distributed in full, the Trustee (or
its custodian) shall also retain possession and custody of each Mortgage File
in accordance with and subject to the terms and conditions of this Agreement;
provided, that
104
<PAGE>
documents relating to any Additional Collateral may be held by
a custodian on behalf of the Trustee.
Section 9.02. Preparation of Tax Returns and Other Reports. (a)
--------------------------------------------
The Trustee shall prepare or cause to be prepared on behalf of the Trust
Fund, based upon the information furnished by the Servicer or calculated by
the Trustee in accordance with this Agreement pursuant to instructions given
by the Depositor, and shall file federal tax returns and appropriate state
income tax returns and such other returns as may be required by applicable
law relating to the Trust Fund and shall forward copies to the Depositor of
all such returns and Form 1099 information and such other information within
the control of the Trustee as the Depositor may reasonably request in
writing, and shall forward to each Certificateholder such forms and furnish
such information within the control of the Trustee as are required by the
Code and the REMIC Provisions to be furnished to them, and will prepare and
disseminate to Certificateholders Form 1099s (or otherwise furnish
information within the control of the Trustee) to the extent required by
applicable law.
(b) The Trustee shall prepare and file with the Internal Revenue
Service ("IRS"), on behalf of the Trust Fund, an application on IRS Form
SS-4.
(c) The Trustee shall prepare and file electronically with the
Securities and Exchange Commission monthly current reports on Form 8-K on
behalf of the Trust Fund, as may be required by applicable law or regulation,
based upon information supplied by the Servicer.
(d) The Trustee will prepare and file electronically with the
Securities and Exchange Commission Form 10-Ks and Form 10-Qs (if necessary)
on behalf of the Trust Fund, as may be required by applicable law or
regulation. The Depositor agrees to use its best efforts to seek an
exemption (if such an exemption is required) from continuing filing
requirements after the period during which such filings are required under
the Securities Exchange Act of 1934.
Section 9.03. Release of Mortgage Files. (a) Upon becoming aware
-------------------------
of the payment in full of any Mortgage Loan, or upon receipt by the Servicer
of a notification that payment in full has been escrowed in a manner
customary for such purposes for payment to Certificateholders on the next
Distribution Date, the Servicer will immediately notify the Trustee by a
certification (which certification shall include a statement to the effect
that all amounts received in connection with such payment that are required
to be deposited in the Collection Account maintained by the Trustee pursuant
to Section 4.01 have
105
<PAGE>
been or will be so deposited) of a Servicing Officer and
shall request the Trustee (or its custodian) to deliver to the Servicer the
related Mortgage File. Upon receipt of such certification and request, the
Trustee (or its custodian) shall promptly release the related Mortgage File
to the Servicer and the Trustee shall have no further responsibility with
regard to such Mortgage File. Upon any such payment in full, the Trustee
authorizes the Servicer to give, as agent for the Trustee, as the mortgagee
under the Mortgage that secured the Mortgage Loan, an instrument of
satisfaction (or assignment of mortgage without recourse) regarding the
Mortgaged Property subject to the Mortgage, which instrument of satisfaction
or assignment, as the case may be, shall be delivered to the Person or
Persons entitled thereto against receipt therefor of such payment, it being
understood and agreed that no expenses incurred in connection with such
instrument of satisfaction or assignment, as the case may be, shall be
chargeable to the Collection Account.
(b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan and in accordance with Accepted Servicing
Practices, the Trustee shall execute such documents as shall be prepared and
furnished to the Trustee by the Servicer (in form reasonably acceptable to
the Trustee) and as are necessary to the prosecution of any such proceedings.
The Trustee shall, upon request of the Servicer and delivery to the Trustee
(or its custodian) of a trust receipt signed by a Servicing Officer
substantially in the form of Exhibit C, release the related Mortgage File
held in its possession or control to the Servicer. Such trust receipt shall
obligate the Servicer to return the Mortgage File to the Trustee (or its
custodian) when the need therefor by the Servicer no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of a
certificate of a Servicing Officer similar to that specified above, the trust
receipt shall be released by the Trustee (or its custodian) to the Servicer.
(c) The Trustee covenants and agrees that it will comply with all
relevant laws and regulations governing the custody, processing, release and
delivery of the Mortgage Loan documents within its possession or control.
ARTICLE X
REMIC ADMINISTRATION
Section 10.01. REMIC Administration. (a) An election will be made
--------------------
(by the Trustee on behalf of the REMIC) to treat the Trust Fund as a REMIC
under the Code. Such election will be made on Form 1066 or other appropriate
federal tax or information
106
<PAGE>
return for the taxable year ending on the last day
of the calendar year in which the Certificates are issued. For the purposes
of such election, the Certificates other than the Class R Certificate shall
be designated as the "regular interests" in the REMIC and the Class R
Certificate shall be designated as the "residual interest" in the REMIC.
(b) The Closing Date is hereby designated as the "Startup Day" of each
REMIC within the meaning of section 86OG(a)(9) of the Code.
(c) The Trustee shall pay any and all tax related expenses (not
including taxes) of each REMIC, including but not limited to any professional
fees or expenses related to audits or any administrative or judicial
proceedings with respect to such REMIC that involve the Internal Revenue
Service or state tax authorities, but only to the extent that (i) such
expenses are ordinary or routine expenses, including expenses of a routine
audit but not expenses of litigation (except as described in (ii)); or (ii)
such expenses or liabilities (including taxes and penalties) are attributable
to the negligence or willful misconduct of the Trustee in fulfilling its
duties hereunder (including its duties as tax return preparer).
(d) The Trustee shall prepare, sign, and file all of each REMIC's
federal and state tax and information returns as such REMIC's direct
representative. The expenses of preparing and filing such returns shall be
borne by the Trustee.
(e) The Trustee or its designee shall perform on behalf of each REMIC
all reporting and other tax compliance duties that are the responsibility of
such REMIC under the Code, the REMIC Provisions, or other compliance guidance
issued by the Internal Revenue Service or any state or local taxing
authority. Among its other duties, if required by the Code, the REMIC
Provisions, or other such guidance, the Trustee shall provide (i) to the
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
107
<PAGE>
or not taken, as the case may be, could (i)
endanger the status of such REMIC as a REMIC or (ii) result in the imposition
of a tax upon such REMIC (including but not limited to the tax on prohibited
transactions as defined in Code Section 860F(a)(2) and the tax on prohibited
contributions set forth on Section 860G(d) of the Code) (either such event,
an "Adverse REMIC Event") unless the Trustee has received an Opinion of
Counsel (at the expense of the party seeking to take such action) to the
effect that the contemplated action will not endanger such status or result
in the imposition of such a tax. In addition, prior to taking any action
with respect to a REMIC or the assets therein, or causing such REMIC to take
any action, which is not expressly permitted under the terms of this
Agreement, any Holder of a Residual Certificate will consult with the Trustee
or its designee, in writing, with respect to whether such action could cause
an Adverse REMIC Event to occur with respect to such REMIC, and no such
Person shall take any such action or cause such REMIC to take any such action
as to which the Trustee has advised it in writing that an Adverse REMIC Event
could occur.
(g) Each Holder of a Residual Certificate shall pay when due any and
all taxes imposed on the related REMIC by federal or state governmental
authorities. To the extent that such Trust taxes are not paid by a Residual
Certificateholder, the Trustee shall pay any remaining REMIC taxes out of
current or future amounts otherwise distributable to the Holder of the
Residual Certificate in such REMIC or, if no such amounts are available, out
of other amounts held in the Collection Account, and shall reduce amounts
otherwise payable to holders of regular interests in such REMIC, as the case
may be.
(h) The Trustee shall, for federal income tax purposes, maintain books
and records with respect to each REMIC on a calendar year and on an accrual
basis.
(i) No additional contributions of assets shall be made to any REMIC,
except as expressly provided in this Agreement with respect to eligible
substitute mortgage loans if permitted by the Servicing Agreement.
(j) The Trustee shall not enter into any arrangement by which any REMIC
will receive a fee or other compensation for services.
Section 10.02. Prohibited Transactions and Activities. Neither the
--------------------------------------
Depositor nor the Trustee shall sell, dispose of, or
substitute for any of the Mortgage Loans, except in a disposition pursuant to
(i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust
Fund, (iii) the termination of each REMIC pursuant to Article VII of this
Agreement, (iv) a substitution
108
<PAGE>
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 actions or omission which is taken in accordance
with and in compliance with the express terms of, or which is expressly
permitted by the terms of, this Agreement, (2) for any losses other than
arising out of a negligent performance by the Trustee of its duties and
obligations set forth herein, and (3) for any special or consequential
damages to Certificateholders (in addition to payment of principal and
interest on the Certificates).
109
<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Binding Nature of Agreement; Assignment. This
---------------------------------------
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
Section 11.02. Entire Agreement. This Agreement contains the entire
----------------
agreement and understanding among the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or implied,
oral or written, of any nature whatsoever with respect to the subject matter
hereof. The express terms hereof control and supersede any course of
performance and/or usage of the trade inconsistent with any of the terms
hereof.
Section 11.03. Amendment. (a) This Agreement may be amended from
---------
time to time by the Depositor and the Trustee, without notice to or the
consent of any of the Holders, (i) to cure any ambiguity, (ii) to cause the
provisions herein to conform to or be consistent with or in furtherance of
the statements made with respect to the Certificates, the Trust Fund or this
Agreement in any Offering Document; or to correct or supplement any provision
herein which may be inconsistent with any other provisions herein, (iii) to
make any other provisions, with respect to matters or questions arising under
this Agreement or (iv) to add, delete, or amend any provisions to the extent
necessary or desirable to comply with any requirements imposed by the Code
and the REMIC Provisions. No such amendment effected pursuant to the
preceding sentence shall, as evidenced by an Opinion of Counsel, adversely
affect the status of any REMIC created pursuant to this Agreement, nor shall
such amendment affected pursuant to clause (iii) of such sentence adversely
affect in any material respect the interests of any Holder. Prior to
entering into any amendment without the consent of 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 A5 Certificates, determined without
regard to the Class A5 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).
110
<PAGE>
(b) This Agreement may also be amended from time to time by the
Depositor and the Trustee with the consent of the Holders of not less than
66-2/3% of the Class Certificate Principal Amount of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders; provided, however,
that no such amendment shall be made unless the Trustee receives an Opinion
of Counsel, at the expense of the party requesting the change, that such
change will not adversely affect the status of any REMIC as a REMIC or cause
a tax to be imposed on such REMIC; and provided further, that no such
amendment may (i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans, which are required to be distributed on
any Certificate without the consent of the Holder of such Certificate or (ii)
reduce the aforesaid percentages of Class Certificate Principal Amount (or
Aggregate Notional Amount) of Certificates of each Class, the Holders of
which are required to consent to any such amendment without the consent of
the Holders of 100% of the Class Certificate Principal Amount (or Aggregate
Notional Amount) of each Class of Certificates affected thereby.
(c) Promptly after the execution of any such amendment, the Trustee
shall furnish written notification of the substance of such amendment to each
Holder, the Depositor and to the Rating Agencies.
(d) It shall not be necessary for the consent of Holders under this
Section 11.03 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the authorization of
the execution thereof by Holders shall be subject to such reasonable
regulations as the Trustee may prescribe.
Section 11.04. Voting Rights. Except to the extent that the consent
-------------
of all affected Certificateholders is required 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
111
<PAGE>
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, 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) or (d). Any reasonable out-of-pocket expenses incurred by
the Trustee in providing copies of such documents shall be reimbursed by the
Depositor.
Section 11.06. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
APPLIED IN NEW YORK.
Section 11.07. Notices. All demands, notices and communications
-------
hereunder shall be in writing and shall be deemed to have been duly given
when received by (a) in the case of the Depositor, Structured Asset
Securities Corporation, 200 Vesey Street, New York, New York 10285,
Attention: President, and (b) in the case of the Trustee, Sixth Street and
Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services, or as to each party such other address as may hereafter be
furnished by such Party to the other parties in writing. Any notice required
or permitted to be mailed to a Holder shall be given by first class mail,
postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice.
Section 11.08. Severability of Provisions. If any one or more of
--------------------------
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement or
of the Certificates or the rights of the Holders thereof.
112
<PAGE>
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
113
<PAGE>
If to S&P, to:
Standard & Poor's Ratings Services
26 Broadway, 15th floor
New York, New York 10004
Attention: Residential Mortgages
(c) The Trustee shall deliver to the Rating Agencies reports
prepared pursuant to Section 4.03.
Section 11.13. Counterparts. This Agreement may be executed in one
------------
or more counterparts, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same instrument.
Section 11.14. Matters Relating to the Certificate Insurance Policy.
----------------------------------------------------
(a) By accepting its Certificate, each Class A5 Certificateholder agrees
that unless a Financial Security Default exists, Financial Security shall
have the right to exercise all rights of the Class A5 Certificateholders
under this Agreement without any further consent of the Class A5
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 A5 Certificateholder agrees that, unless a
Financial Security Default exists, the rights specifically set forth above
may be exercised by the Class A5 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 A5
Certificates without regard to the guaranty provided by the Class A5 Policy.
114
<PAGE>
(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 A5
Certificateholders shall also be sent, and any report or statement sent by
the Servicer to the Trustee in accordance with the Servicing Agreement shall
be sent by the Trustee, to Financial Security at the following address:
Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022
Attention: Senior Vice President, Surveillance Dept.
or such other address as Financial Security may hereafter furnish to the
Depositor and the Trustee
(d) Financial Security shall be a third-party beneficiary of this
Agreement, entitled to enforce the provisions hereof as if a party hereto.
(e) No purchase of the property of the Trust Fund pursuant to Section
7.01(b) shall occur if such purchase would result in a draw on the Class A5
Policy, unless Financial Security has consented to such purchase.
115
<PAGE>
IN WITNESS WHEREOF, the Depositor and the Trustee have caused their
names to be signed hereto by their respective officers hereunto duly
authorized as of the day and year first above written.
STRUCTURED ASSET SECURITIES
CORPORATION, as Depositor
By: /s/ Prue Larocca
-----------------------------
Name: Prue Larocca
Title: Vice President
NORWEST BANK MINNESOTA, N.A.,
as Trustee
By: /s/ Patrick G. Bassett
-----------------------------
Name: Patrick G. Bassett
Title: Vice President
116
<PAGE>
EXHIBIT B-1
-----------
FORM OF TRUSTEE INITIAL CERTIFICATION
-----------------
Date
Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285
Re: Trust Agreement (the "Trust Agreement"), dated as of May 1, 1996
---------------
between Structured Asset Securities Corporation, as Depositor, and
Norwest Bank Minnesota, N.A., as Trustee, with respect to Structured
Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 1996-2
Ladies and Gentlemen:
In accordance with Section 2.02(a) of the Trust Agreement, subject to
review of the contents thereof, the undersigned, as Trustee, hereby certifies
that it (or its custodian) has received the documents listed in Section
2.01(b) of the Trust Agreement for each Mortgage File pertaining to each
Mortgage Loan listed on Schedule A, to the Trust Agreement, subject to any
exceptions noted on Schedule I hereto.
Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Trust
Agreement. This Certificate is subject in all respects to the terms of
Section 2.02 of the Trust Agreement and the Trust Agreement sections
cross-referenced therein.
((Custodian), on behalf of)
NORWEST BANK MINNESOTA, N.A.,
as Trustee
By:______________________________
Name:
Title:
1
<PAGE>
EXHIBIT B-2
-----------
FORM OF TRUSTEE INTERIM CERTIFICATION
--------------------
(date)
Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285
Re: Trust Agreement (the "Trust Agreement"), dated as of May 1, 1996
between Structured Asset Securities Corporation, as Depositor and
Norwest Bank Minnesota, N.A., as Trustee, with respect to
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-2
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, or in blank;
(ii) with respect to any Mortgage Loan other than a Cooperative
Loan, an original or certified copy of the duly executed Assignment of
Mortgage;
(iii) with respect to any Mortgage Loan other than a Cooperative
Loan, the original recorded Mortgage with evidence of recording indicated
thereon; or, if, in connection with any Mortgage Loan, the Depositor (or the
Servicer or any of its correspondents, at the direction of the Seller and the
Depositor) cannot deliver the Mortgage with evidence of recording thereon on
or prior to the Closing Date because of a delay caused by the public
recording office where such Mortgage has been delivered for recordation or
because such Mortgage has been lost, the Depositor (or the Servicer or its
correspondents or the Servicer, at the direction of the Seller and the
Depositor) shall deliver or cause to be delivered to the Trustee a photocopy
of such Mortgage (certified by the Servicer or its correspondents to be a
true and complete copy);
1
<PAGE>
(iv) if applicable, the original intervening assignments
("Intervening Assignments"), as may be necessary to show a complete chain of
title to the Mortgage from the originator;
(v) with respect to any Mortgage Loan other than a Cooperative
Loan, the original lender's Title Insurance Policy or a written commitment to
issue such Title Insurance Policy or, in lieu thereof, a copy of an
attorney's title opinion, certificate or other evidence of title;
(vi) the original of each assumption, modification or substitution
agreement, if any, relating to the Mortgage Loans (as and to the extent of
those Mortgage Loans specifically identified by the related Servicer to be
subject to any assumption, modification or substitution) or, as to any
assumption, modification or substitution agreement which cannot be delivered
on or prior to the Closing Date because of a delay caused by the public
recording office where such assumption, modification or substitution
agreement has been delivered for recordation, a photocopy of such assumption,
modification or substitution agreement;
(vii) with respect to any Cooperative Loan (as identified on the
Mortgage Loan Schedule), the original Cooperative Loan Documents; and
(viii) the original additional collateral pledge and security
agreement executed in connection with each pledge of Additional Collateral,
assigned to the Trustee.
The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed
on the attachment hereto, it has reviewed the documents listed above and has
determined that each such document appears regular on its face and appears to
relate to the Mortgage Loan identified in such document.
2
<PAGE>
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement. This Certificate is
qualified in all respects by the terms of said Trust Agreement including, but
not limited to, Section 2.02(b).
((Custodian), on behalf of)
NORWEST BANK MINNESOTA, N.A.,
as Trustee
By:_______________________________
Name:
Title:
3
<PAGE>
EXHIBIT B-3
-----------
FORM OF TRUSTEE FINAL CERTIFICATION
----------------------
(Date)
Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285
Re: Trust Agreement (the "Trust Agreement"), dated as of May 1, 1996
between Structured Asset Securities Corporation, as Depositor and
Norwest Bank Minnesota, N.A., as Trustee, with respect to
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-2
Ladies and Gentlemen:
In accordance with Section 2.02(d) of the Trust Agreement, the
undersigned, as Trustee, hereby certifies that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed on the attachment hereto) it (or its custodian) has received:
(i) the original Mortgage Note endorsed without recourse in proper
form to the order of the Trustee, or in blank;
(ii) with respect to any Mortgage Loan other than a Cooperative
Mortgage Loan, a duly executed Assignment of Mortgage;
(iii) with respect to any Mortgage Loan other than a Cooperative
Mortgage Loan, the original recorded Mortgage with evidence of recording
indicated thereon; or, if, in connection with any Mortgage Loan, the
Depositor (or the Servicer or any of its correspondents, at the direction of
the Seller and the Depositor) cannot deliver the Mortgage with evidence of
recording thereon because such Mortgage has been lost, the Depositor (or the
Servicer or its correspondents, at the direction of the Seller and Depositor)
shall deliver or cause to be delivered to the Trustee, a photocopy of such
Mortgage (certified by the Servicer or its correspondents to be a true and
correct copy) together with a written Opinion of Counsel acceptable to the
Trustee and the Depositor that an original recorded Mortgage is not required
to enforce the Trustee's interest in the Mortgage Loan;
1
<PAGE>
(iv) if applicable, such original intervening assignments
("Intervening Assignments"), as may be necessary to show a complete chain of
title to the Mortgage from the originator; 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 Loan (as identified on the
Mortgage Loan Schedule), the original Cooperative Loan Documents; and
(viii) the original additional collateral pledge and security
agreement executed in connection with each pledge of Additional Collateral,
assigned to the Trustee.
The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed
on the attachment hereto, it has reviewed the documents listed above and has
determined that each such document appears to be complete and, based on an
examination of such documents, the information set forth in the Mortgage Loan
Schedule is correct.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement. This Certificate is
qualified in all respects by the terms of said Trust Agreement.
((Custodian), on behalf of)
NORWEST BANK MINNESOTA, N.A.,
as Trustee
By:________________________________
Name:
Title:
2
<PAGE>
EXHIBIT B-4
-----------
(Reserved)
1
<PAGE>
EXHIBIT C
---------
TRUST RECEIPT
----------------------
(Date)
(Addressed to Trustee
or, if applicable, custodian)
In connection with the administration of the mortgages held by you as
Trustee under a certain Trust Agreement dated as of 1, 199
--------------- --
between Structured Asset Securities Corporation, as Depositor, and you, as
Trustee (the "Trust Agreement"), the undersigned Servicer hereby requests a
release of the Mortgage File held by you as Trustee with respect to the
following described Mortgage Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
Reason for requesting file:
1. Mortgage Loan paid in full. (The Servicer hereby certifies that all
amounts received in connection with the loan have been or will be credited to
the Collection Account or the Certificate Account (whichever is applicable)
pursuant to the Trust Agreement.)
2. Mortgage Loan repurchased. (The Servicer hereby certifies that the
Purchase Price has been credited to the Collection Account or the Certificate
Account (whichever is applicable) pursuant to the Trust Agreement.)
3. Mortgage Loan substituted. (The Servicer hereby certifies that a
Qualifying Substitute Mortgage Loan has been assigned and delivered to you
along with the related Mortgage File pursuant to the Trust Agreement.)
4. The Mortgage Loan is being foreclosed.
5. Other. (Describe)
1
<PAGE>
The undersigned acknowledges that the above Mortgage File will be held
by the undersigned in accordance with the provisions of the Trust Agreement
and will be returned to you within ten (10) days of our receipt of the
Mortgage File, except if the Mortgage Loan has been paid in full, or
repurchased or substituted for a Qualifying Substitute Mortgage Loan (in
which case the Mortgage File will be retained by us permanently) and except
if the Mortgage Loan is being foreclosed (in which case the Mortgage File
will be returned when no longer required by us for such purpose).
Capitalized terms used herein shall have the meanings ascribed to them
in the Trust Agreement.
__________________________________
(Name of Servicer)
By:_______________________________
Name:
Title: Servicing Officer
2
<PAGE>
EXHIBIT D-1
-----------
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
1
<PAGE>
a plan subject to Code Section 4975 or a person or entity that is using the
assets of any employee benefit plan or other plan to acquire a Residual
Certificate.
5. That the Purchaser hereby acknowledges that under the terms of
the Pooling and Servicing Agreement (the "Agreement") between Structured
Asset Securities Corporation and Norwest Bank Minnesota, N.A., as Trustee,
dated as of May 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)
2
<PAGE>
is a Non-U.S. Person that has delivered to both the transferor and the
Trustee an opinion of a nationally recognized tax counsel to the effect that
the transfer of such Residual Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of a Residual Certificate will not be disregarded for federal
income tax purposes. "Non-U.S. Person" means an individual, corporation,
partnership or other person other than a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision thereof, or
an estate or trust that is subject to U.S. federal income tax regardless of
the source of its income.
11. That the Purchaser agrees to such amendments of the Pooling
and Servicing Agreement as may be required to further effectuate the
restrictions on transfer of any Residual Certificate to such a "disqualified
organization," an agent thereof, a Book-Entry Nominee, or a person that does
not satisfy the requirements of paragraph 7 and paragraph 10 hereof.
12. That the Purchaser consents to the designation of the Company
as its agent to act as "tax matters person" of the Trust Fund pursuant to the
Pooling and Servicing Agreement.
3
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its (title of officer) this _____ day of __________, 19__.
_________________________________
(name of Purchaser)
By:______________________________
Name:
Title:
Personally appeared before me the above-named (name of officer)
________________, known or proved to me to be the same person who executed
the foregoing instrument and to be the (title of officer) _________________
of the Purchaser, and acknowledged to me that he (she) executed the same as
his (her) free act and deed and the free act and deed of the Purchaser.
Subscribed and sworn before me this _____ day of __________, 19__.
NOTARY PUBLIC
______________________________
COUNTY OF_____________________
STATE OF______________________
My commission expires the _____ day of __________, 19__.
4
<PAGE>
EXHIBIT D-2
-----------
RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)
___________________
Date
Re: Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
---------------------------------------
_______________________ (the "Transferor") has reviewed the
attached affidavit of _____________________________ (the "Transferee"), and
has no actual knowledge that such affidavit is not true and has no reason to
believe that the information contained in paragraph 7 thereof is not true,
and has no reason to believe that the Transferee has the intention to impede
the assessment or collection of any federal, state or local taxes legally
required to be paid with respect to a Residual Certificate. In addition, the
Transferor has conducted a reasonable investigation at the time of the
transfer and found that the Transferee had historically paid its debts as
they came due and found no significant evidence to indicate that the
Transferee will not continue to pay its debts as they become due.
Very truly yours,
_______________________________
Name:
Title:
1
<PAGE>
EXHIBIT E
---------
SERVICING AGREEMENT
1
<PAGE>
EXHIBIT F
---------
FORM OF RULE 144A TRANSFER CERTIFICATE
Re: Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1996-2
---------------------------------------
Reference is hereby made to the Trust Agreement dated as of May 1,
1996 (the "Trust Agreement") between Structured Asset Securities Corporation,
as Depositor, and Norwest Bank Minnesota, N.A., as Trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Pooling and Servicing Agreement.
This letter relates to $_________ initial Certificate Balance of
Class Certificates which are held in the form of Definitive
-----
Certificates registered in the name of
--------------------------------
(the "Transferor"). The Transferor has requested a transfer of such
Definitive Certificates for Definitive Certificates of such Class registered
in the name of (insert name of transferee).
In connection with such request, and in respect of such
Certificates, the Transferor hereby certifies that such Certificates are
being transferred in accordance with (i) the transfer restrictions set forth
in the Trust Agreement and the Certificates and (ii) Rule 144A under the
Securities Act to a purchaser that the Transferor reasonably believes is a
"qualified institutional buyer" within the meaning of Rule 144A purchasing
for its own account or for the account of a "qualified institutional buyer",
which purchaser is aware that the sale to it is being made in reliance upon
Rule 144A, in a transaction meeting the requirements of Rule 144A and in
accordance with any applicable securities laws of any state of the United
States or any other applicable jurisdiction.
This certificate and the statements contained herein are made for
your benefit and the benefit of the Placement Agent and the Depositor.
_____________________________________
(Name of Transferor)
By:__________________________________
Name:
Title:
Dated: ___________, ____
1
<PAGE>
EXHIBIT 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 1996-2 (the "Offered
Certificates") of Structured Asset Securities Corporation (the "Depositor"),
we confirm that:
(1) We have received a copy of the Private Placement Memorandum dated
, 199 relating to the Offered Certificates (the "Private Placement
- ------- -
Memorandum"), and we understand that the Offered Certificates have not been,
and will not be, registered under the Securities Act of 1933, as amended (the
"Securities Act"), and may not be sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which
we are acting as hereinafter stated, that if we should sell any Offered
Certificates within three years of the later of the date of original issuance
of the Offered Certificates or the last day on which such Offered
Certificates are owned by the Depositor or any affiliate of the Depositor
(which includes the Placement Agent) we will do so only (A) to the Depositor,
(B) to "qualified institutional buyers" (within the meaning of Rule 144A
under the Securities Act) in accordance with Rule 144A under the Securities
Act ("QIBs"), (C) pursuant to an exemption from registration in accordance
with Rule 904 of Regulation S under the Securities Act, (D) pursuant to the
exemption from registration provided by Rule 144 under the Securities Act, or
(E) to an institutional "accredited investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is
not a QIB (an "Institutional Accredited Investor") which, prior to such
transfer, delivers to the Trustee under the Trust Agreement dated as of May
1, 1996 between the Depositor and Norwest Bank Minnesota, N.A., as Trustee
(the "Trustee"), a signed letter in the form of this letter; and we further
agree, in the capacities stated above, to provide to any person purchasing
any of the Offered Certificates
1
<PAGE>
from us a notice advising such purchaser that resales of the Offered
Certificates are restricted as stated herein.
(2) We understand that, in connection with any proposed resale of any
Offered Certificates to an Institutional Accredited Investor, we will be
required to furnish to the Trustee and the Depositor a certification
from such transferee in the form hereof to confirm that the proposed
sale is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. We
further understand that the Offered Certificates purchased by us will
bear a legend to the foregoing effect.
(3) We are acquiring the Offered Certificates for investment purposes and
not with a view to, or for offer or sale in connection with, any
distribution in violation of the Securities Act. We have such knowledge
and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Offered
Certificates, and we and any account for which we are acting are each
able to bear the economic risk of such investment.
(4) We are an Institutional Accredited Investor and we are acquiring the
Offered Certificates purchased by us for our own account or for one or
more accounts (each of which is an Institutional Accredited Investor) as
to each of which we exercise sole investment discretion.
(5) We have received such information as we deem necessary in order to make
our investment decision.
(6) If we are acquiring ERISA-Restricted Certificates, we understand that in
accordance with ERISA, the Code and the Exemption, no Plan as to which
the Purchaser, the Depositor, any Servicer or Master Servicer or the
Trustee is a party in interest or disqualified person, and no person
acting on behalf of such a Plan may acquire such Certificate unless the
acquisition would constitute an exempt transaction under a statutory
exemption or any of the administrative exemptions issued by the U.S.
Department of Labor.
Terms used in this letter which are not otherwise defined herein have
the respective meanings assigned thereto in the Private Placement Memorandum
or, if not defined therein, in the Trust Agreement.
2
<PAGE>
You and the Depositor are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby.
Very truly yours,
__________________________________
(Purchaser)
By________________________________
Name:
Title:
3
<PAGE>
EXHIBIT 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 Norwest Bank Minnesota, N.A., as Trustee,
dated as of May 1, 1996, 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.
1
<PAGE>
IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to proper authority, by its duly authorized
officer, duly attested, this ____ day of _______________, 199 .
-
_________________________________
(Investor)
By:______________________________
Name:
Title:
ATTEST:
___________________________
STATE OF )
)ss.:
COUNTY OF )
Personally appeared before me the above-named
_________________, known or proved to me to be the same person who executed
the foregoing instrument and to be the _________________ of the Investor, and
acknowledged that he executed the same as his free act and deed and the free
act and deed of the Investor.
Subscribed and sworn before me this _____ day of ___________ 199__.
__________________________________
NOTARY PUBLIC
My commission expires the
____ day of __________, 19__.
2
<PAGE>
EXHIBIT I
---------
FORM OF CERTIFICATE INSURANCE POLICY
1
<PAGE>
SCHEDULE A
----------
MORTGAGE LOAN SCHEDULE
2
<PAGE>
SCHEDULE B
----------
PRINCIPAL AMOUNT SCHEDULES
3
<PAGE>
SCHEDULE C
----------
SCHEDULE OF LOST NOTES
4
<PAGE>
EXECUTION
==========================================================================
Lehman Capital, A Division of Lehman Brothers Holdings Inc.,
the "Purchaser"
and
Chemical Bank,
the "Company"
-------------------------------------------------------
MORTGAGE LOAN SALE, WARRANTIES AND SERVICING AGREEMENT
Dated as of May 1, 1996
-------------------------------------------------------
Conventional Residential Fixed Rate Mortgage Loans
==========================================================================
1
<PAGE>
TABLE OF CONTENTS
Section Page
ARTICLE I
DEFINITIONS
1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; DELIVERY OF DOCUMENTS
2.01. Conveyance of Mortgage Loans; Possession of
Mortgage Files; Maintenance of Servicing Files . . . . . . . . 14
2.02. Books and Records; Transfers of Mortgage Loans . . . . . . . . 15
2.03. Delivery of Documents . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE III
REPRESENTATIONS AND WARRANTIES:
REMEDIES AND BREACH
3.01. Company Representations and Warranties . . . . . . . . . . . . 16
3.02. Representations and Warranties Regarding
Individual Mortgage Loans . . . . . . . . . . . . . . . . . . . 20
3.03. Remedies for Breach of Representations
and Warranties . . . . . . . . . . . . . . . . . . . . . . . . 31
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
4.01. Company to Act as Servicer . . . . . . . . . . . . . . . . . . 33
4.02. Liquidation of Mortgage Loans . . . . . . . . . . . . . . . . . 36
4.03. Collection of Mortgage Loan Payments . . . . . . . . . . . . . 36
4.04. Establishment of and Deposits
to Custodial Account . . . . . . . . . . . . . . . . . . . . . 37
4.05. Permitted Withdrawals From Custodial Account . . . . . . . . . 39
4.06. Establishment of and Deposits to Escrow Account . . . . . . . . 40
4.07. Permitted Withdrawals From Escrow Account . . . . . . . . . . . 41
4.08. Payment of Taxes, Insurance and Other Charges . . . . . . . . . 42
4.09. Protection of Accounts . . . . . . . . . . . . . . . . . . . . 42
4.10. Maintenance of Hazard Insurance . . . . . . . . . . . . . . . . 42
4.11. Maintenance of Mortgage Impairment Insurance . . . . . . . . . 43
4.12. Maintenance of Fidelity Bond and Errors
and Omissions Insurance . . . . . . . . . . . . . . . . . . . . 44
4.13. Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . 45
4.14. Restoration of Mortgaged Property . . . . . . . . . . . . . . . 45
1
<PAGE>
4.15. Maintenance of Primary Mortgage Insurance; Claims . . . . . . . 45
4.16. Title Management and Disposition of REO Property . . . . . . . 46
4.17. Real Estate Owned Reports . . . . . . . . . . . . . . . . . . . 49
4.18. Liquidation Reports . . . . . . . . . . . . . . . . . . . . . . 49
4.19. Reports of Foreclosures and Abandonments
of Mortgaged Property . . . . . . . . . . . . . . . . . . . . . 49
ARTICLE V
PAYMENTS TO PURCHASER . . . . . . . . . . . . 49
5.01. Remittances . . . . . . . . . . . . . . . . . . . . . . . . . . 49
5.02. Statements to Purchaser . . . . . . . . . . . . . . . . . . . . 50
5.03. Monthly Advances by Company . . . . . . . . . . . . . . . . . . 51
ARTICLE VI
GENERAL SERVICING PROCEDURES
6.01. Transfers of Mortgaged Property. . . . . . . . . . . . . . . . 51
6.02. Satisfaction of Mortgages and Release of
Mortgage Files . . . . . . . . . . . . . . . . . . . . . . . . 52
6.03. Servicing Compensation . . . . . . . . . . . . . . . . . . . . 53
6.04. Annual Statement as to Compliance . . . . . . . . . . . . . . . 53
6.05. Annual Independent Public Accountants'
Servicing Report . . . . . . . . . . . . . . . . . . . . . . . 53
6.06. Right to Examine Company Records . . . . . . . . . . . . . . . 54
ARTICLE VII
COMPANY TO COOPERATE
7.01. Provision of Information . . . . . . . . . . . . . . . . . . . 54
7.02. Financial Statements; Servicing Facility . . . . . . . . . . . 54
ARTICLE VIII
THE COMPANY
8.01. Indemnification; Third Party Claims. . . . . . . . . . . . . . 56
8.02. Merger or Consolidation of the Company . . . . . . . . . . . . 56
8.03. Limitation on Liability of Company and Others . . . . . . . . . 57
8.04. Limitation on Resignation and Assignment
by Company . . . . . . . . . . . . . . . . . . . . . . . . . . 57
2
<PAGE>
ARTICLE IX
DEFAULT
9.01. Events of Default. . . . . . . . . . . . . . . . . . . . . . . 59
9.02. Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . . 61
ARTICLE X
TERMINATION
10.01. Termination. . . . . . . . . . . . . . . . . . . . . . . . . . 62
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.01. Successor to Company. . . . . . . . . . . . . . . . . . . . . . 62
11.02. Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . 63
11.03. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . 64
11.04. Duration of Agreement. . . . . . . . . . . . . . . . . . . . . 64
11.05. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
11.06. Severability of Provisions. . . . . . . . . . . . . . . . . . . 65
11.07. Relationship of Parties. . . . . . . . . . . . . . . . . . . . 65
11.08. Execution; Successors and Assigns. . . . . . . . . . . . . . . 65
11.09. Recordation of Assignments of Mortgage . . . . . . . . . . . . 66
11.10. Assignment by Purchaser. . . . . . . . . . . . . . . . . . . . 66
11.11. No Solicitation. . . . . . . . . . . . . . . . . . . . . . . . 66
11.12. Reconstitution . . . . . . . . . . . . . . . . . . . . . . . . 66
11.13. Optional Repurchase . . . . . . . . . . . . . . . . . . . . . . 67
3
<PAGE>
EXHIBITS
EXHIBIT A MORTGAGE LOAN SCHEDULE
EXHIBIT B (Reserved)
EXHIBIT C-1 MORTGAGE LOAN DOCUMENTS
EXHIBIT C-2 FORM OF REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
EXHIBIT D-1 CUSTODIAL ACCOUNT CERTIFICATION
EXHIBIT D-2 CUSTODIAL ACCOUNT LETTER AGREEMENT
EXHIBIT E-1 ESCROW ACCOUNT CERTIFICATION
EXHIBIT E-2 ESCROW ACCOUNT LETTER AGREEMENT
EXHIBIT F MONTHLY REMITTANCE ADVICE
EXHIBIT G MONTHLY ELECTRONIC DATA TRANSMISSION
EXHIBIT H FORM OF OFFICER'S CERTIFICATE FOR
FOR NONRECOVERABLE ADVANCES
EXHIBIT I FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT
EXHIBIT J CERTIFICATE REGARDING REPRESENTATIONS
AND WARRANTIES
SCHEDULE I SCHEDULE OF LOST NOTES
4
<PAGE>
This is a Seller's Warranties and Servicing Agreement (the
"Agreement") for conventional fixed rate residential first mortgage loans,
dated and effective as of May 1, 1996, and is executed between Lehman
Capital, A Division of Lehman Brothers Holdings Inc., as purchaser (the
"Purchaser"), and Chemical Bank, as seller and servicer (together with its
successors in interest or permitted assigns, the "Company").
W I T N E S S E T H
WHEREAS, the Purchaser has agreed to purchase from the Company and
the Company has agreed to sell to the Purchaser certain conventional,
fixed rate, first lien mortgage loans (the "Mortgage Loans") which have an
aggregate outstanding principal balance as of the close of business on the
Cut-off Date, after deduction of payments due on or before such date, of
$200,723,973.60;
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 and the Company wish to prescribe the manner
of purchase of the Mortgage Loans and the management, servicing and
control of the Mortgage Loans.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Purchaser and the Company
agree as follows:
1
<PAGE>
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: With respect to any Mortgage Loan,
----------------------------
those mortgage servicing practices of prudent mortgage lending
institutions which service mortgage loans of the same type as such
Mortgage Loan in the jurisdiction where the related Mortgaged Property is
located.
Agreement: This Mortgage Loan Sale, Warranties and Servicing
---------
Agreement and all amendments hereof and supplements hereto.
ALTA: The American Land Title Association, or any successor thereto.
----
Appraised Value: With respect to any Mortgage Loan, the amount set
---------------
forth in an appraisal made in connection with the origination of such
Mortgage Loan as the value of the related Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice of
----------------------
transfer or equivalent instrument in recordable form, sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located
to reflect the sale of the Mortgage to the Purchaser.
BIF: The Bank Insurance Fund, or any successor thereto.
---
Blanket Mortgage: The mortgage or mortgages encumbering a
----------------
Cooperative Property.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a
------------
day on which banking and savings and loan institutions in the State of New
York or the State of Ohio are authorized or obligated by law or executive
order to be closed.
Certificates: Any or all of the Certificates issued pursuant to the
------------
Trust Agreement.
Closing Date: May 21, 1996.
------------
Code: The Internal Revenue Code of 1986, as it may be amended from
----
time to time or any successor statute thereto, and
2
<PAGE>
applicable U.S. Treasury Department regulations issued pursuant thereto.
Company: Chemical Bank, a New York banking corporation, or its
-------
successor in interest or assigns, or any successor to the Company under
this Agreement appointed as herein provided.
Condemnation Proceeds: All awards or settlements in respect of a
---------------------
Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation, to the extent not
required to be released to a Mortgagor in accordance with the terms of the
related Mortgage Loan Documents.
Cooperative Loan: Any Mortgage Loan secured by Cooperative Shares
----------------
and a Proprietary Lease.
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.
Custodial Account: The separate account or accounts created and
-----------------
maintained pursuant to Section 4.04.
Cut-off Date: May 1, 1996.
------------
Deleted Mortgage Loan: A Mortgage Loan that is repurchased by the
---------------------
Company in accordance with the terms of this Agreement and which is, in
the case of a substitution pursuant to Section 3.03, replaced or to be
replaced with one or more Qualifying Substitute Mortgage Loans.
Depositor: Structured Asset Securities Corporation, a Delaware
---------
corporation, or its successors in interest or assigns.
Determination Date: The 15th day (or if such 15th day is not a
------------------
Business Day, the Business Day immediately preceding such 15th day) of the
month of the related Remittance Date.
Distribution Date: The 25th day of each month, or if such day is not
-----------------
a Business Day, the next succeeding Business Day, commencing in June 1996.
3
<PAGE>
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 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
assigned by each Rating Agency its highest short-term rating;
(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 its highest short-term rating;
(iv) securities bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the
4
<PAGE>
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 its highest short-term rating;
(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.
5
<PAGE>
Errors and Omissions Insurance Policy: An errors and omissions
-------------------------------------
insurance policy to be maintained by the Company pursuant to Section 4.12.
Escrow Account: The separate account or accounts created and
--------------
maintained pursuant to Section 4.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts
---------------
constituting ground rents, taxes, assessments, water 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.
Excess Strip Amount: As defined in the Trust Agreement.
-------------------
Event of Default: Any one of the conditions or circumstances
----------------
enumerated in Section 9.01.
FDIC: The Federal Deposit Insurance Corporation, or any successor
----
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
-----
thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company
-------------
pursuant to Section 4.12.
First Remittance Date: June 18, 1996.
---------------------
Fitch: Fitch Investors Service, L.P., or any successor in interest.
-----
FNMA: The Federal National Mortgage Association, or any successor
----
thereto.
GNMA: The Government National Mortgage Association, a wholly owned
----
corporate instrumentality of the United States 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
6
<PAGE>
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.
Maintenance: With respect to any Cooperative Unit, the rent or fee
-----------
paid by the Mortgagor to the Cooperative Corporation pursuant to the
Proprietary Lease.
Monthly Advance: The portion of Monthly Payment delinquent with
---------------
respect to each Mortgage Loan at the close of business on the
Determination Date required to be advanced by the Company pursuant to
Section 5.03 on the Business Day immediately preceding the 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 Company to
-------------------------
the Purchaser on or prior to each Remittance Date pursuant to Section
5.02.
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,
-------------
including the items referred to in Exhibit C-1 annexed hereto, and any
additional documents required to be added to the Mortgage File pursuant to
this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or
------------------------------------
blanket hazard insurance policy as described in Section 4.11.
Mortgage Interest Rate: The fixed annual rate of interest borne on a
----------------------
Mortgage Note.
Mortgage Loan: An individual Mortgage Loan which is the subject of
-------------
this Agreement, each Mortgage Loan originally sold and subject to this
Agreement being identified on the Mortgage Loan Schedule, which Mortgage
Loan includes without limitation the Mortgage File, the Monthly Payments,
Principal Prepayments,
7
<PAGE>
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, PUD or Cooperative Unit; (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; (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; and (15) an indication
of whether the Mortgage Property is owner-occupied. 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, or, in the case of a
------------------
Cooperative Loan, the related Cooperative Shares and Proprietary Lease,
securing repayment of the debt evidenced by a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
---------
8
<PAGE>
Net Prepayment Interest Shortfall: As defined in the Trust
---------------------------------
Agreement.
Nonrecoverable Advance: All or any portion of any Monthly Advance
----------------------
previously made by the Company that, in the reasonable judgment of the
Company, will not be ultimately recoverable from related Liquidation
Proceeds, Insurance Proceeds or other amounts received with respect to the
related Mortgage Loan.
Officer's Certificate: A certificate signed by the Chairman of the
---------------------
Board or the Vice Chairman of the Board or the President or a Vice
President of any designation and by the Treasurer or the Secretary or one
of the Assistant Treasurers or Assistant Secretaries of the Company, and
delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an
------------------
employee of the Company, acceptable to the Purchaser.
Person: Any individual, corporation, partnership, limited liability
------
company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political
subdivision thereof.
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 in The Wall Street Journal.
Principal Balance: As to any 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 such
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
9
<PAGE>
representing scheduled interest due on any date or dates in any month or
months subsequent to the month of prepayment.
Proprietary Lease: With respect to any Cooperative Unit, a lease or
-----------------
occupancy agreement between a Cooperative Corporation and a holder of
related Cooperative Shares.
PUD: Planned unit development.
---
Purchase Price and Terms Letter: The Purchase Price and Terms Letter
-------------------------------
from the Purchaser, as accepted and agreed to on May 2, 1996 by the
Company.
Purchaser: Lehman Capital, or its successor in interest or any
---------
assignee thereof under this Agreement as herein provided, or of any such
assignee.
Qualified Depository: Any of (i) a depository the accounts of which
--------------------
are insured by the FDIC through the BIF or the SAIF and the debt
obligations of which are rated AA or better by each Rating Agency; (ii)
the corporate trust department of any bank the debt obligations of which
are rated at least A by each Rating Agency; or (iii) the Company, unless
the Purchaser is notified by either Rating Agency that the designation of
the Company as a Qualified Depository will result in a qualification,
withdrawal or downgrade of the then-current rating of any of the
Certificates.
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 pursuant to such contract of funds would result in
a downgrading of any rating of the Certificates, the Servicer shall terminate
such contract without penalty and be
10
<PAGE>
entitled to the return of all funds previously invested thereunder,
together with accrued interest thereon at the interest rate provided under
such contract to the date of delivery of such funds to the Servicer;
(d) provide that the Servicer's interest therein shall be
transferable to any successor servicer hereunder; and
(e) provide that the funds reinvested thereunder and accrued
interest thereon be returnable to the related Collection Account, not
later than the Business Day prior to any Remittance Date.
Qualified Insurer: A mortgage guaranty insurance company duly
-----------------
authorized and licensed where required by law to transact mortgage
guaranty insurance business and approved as an insurer by FNMA or FHLMC.
Qualifying Substitute Mortgage Loan: In the case of a Mortgage Loan
-----------------------------------
substituted for a Deleted Mortgage Loan, a Mortgage Loan that, on the date
of substitution, (i) has a Principal Balance (together with that of any
other mortgage loan substituted for the same Deleted Mortgage Loan) as of
the Due Date in the month in which such substitution occurs not in excess
of the Principal Balance of the related Deleted Mortgage Loan as of such
date (the amount of any difference, plus one month's interest thereon at
the related Remittance Rate, to be deposited by the Company in the
Custodial Account pursuant to Section 4.04), (ii) has a Mortgage Interest
Rate not less than, and not more than one percentage point greater than,
the Mortgage Interest Rate of the related Deleted Mortgage Loan, (iii) has
a Remittance Rate not less than that of the related Deleted Mortgage Loan,
(iv) has a remaining term to stated maturity not longer than, and not more
than one year shorter than, the remaining term to stated maturity of the
related Deleted Mortgage Loan, (v) is, in the reasonable determination of
the Purchaser, of the same type, quality and character as the related
Deleted Mortgage Loan as if the defect or breach had not occurred, (vi)
has a Loan-to-Value Ratio as of the date of such substitution not greater
than that of the related Deleted Mortgage Loan, and (vii) is not a
Cooperative Loan unless the related Deleted Mortgage Loan was a
Cooperative 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: The close of business of the last Business Day of the
-----------
month preceding the month of the related Remittance Date.
11
<PAGE>
REMIC: A "real estate mortgage investment conduit" within the
-----
meaning of Section 860D of the Code.
REMIC Provisions: The provisions of the federal income tax law
----------------
relating to a REMIC, which appear at Section 860A through 860G of
Subchapter M of Chapter 1, Subtitle A of the Code, and related provisions,
and regulations, rulings or pronouncements promulgated thereunder, as the
foregoing may be in effect from time to time.
Remittance Date: The 18th day (or if such 18th day is not a Business
---------------
Day, the first Business Day immediately following such day) of any month,
beginning with the First Remittance Date.
Remittance Rate: With respect to each Mortgage Loan, the annual rate
---------------
of interest remitted to the Purchaser, which shall be equal to the
Mortgage Interest Rate for such Mortgage Loan minus the Servicing Fee
Rate.
REO Disposition: The final sale by the Company of any REO Property.
---------------
REO Disposition Proceeds: All amounts received with respect to an
------------------------
REO Disposition pursuant to Section 4.16.
REO Property: A Mortgaged Property acquired by the Company on behalf
------------
of the Purchasers through foreclosure or by deed in lieu of foreclosure,
as described in Section 4.16.
Repurchase Price: With respect to any Mortgage Loan, a price equal
----------------
to (i) the Principal Balance of such Mortgage Loan plus (ii) interest on
such Principal Balance at the Remittance Rate from the date to which
interest has last been paid (to the extent distributed to the Purchaser)
to the date of repurchase, less amounts received or advanced in respect of
such repurchased Mortgage Loan which are being held in the Custodial
Account for distribution in the month of repurchase.
S&P: Standard & Poor's Rating Services, a division of the McGraw
---
Hill Companies, Inc., or any successor in interest.
SAIF: The Savings Association Insurance Fund, or any successor
----
thereto.
Securities Act: The Securities Act of 1933, as amended.
--------------
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
12
<PAGE>
terms of the security interest in such Cooperative Shares and the related
Proprietary Lease.
Servicing Advances: All customary, reasonable and necessary "out of
------------------
pocket" costs and expenses other than Monthly Advances (including
reasonable attorneys' fees and disbursements) incurred in the performance
by the Company of its servicing obligations, including, but not limited
to, the cost of (a) the preservation, restoration and protection of the
Mortgaged Property, (b) any enforcement or judicial proceedings, including
foreclosures, (c) the management and liquidation of any REO Property and
(d) compliance with the obligations under Sections 4.02 and 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the
-------------
annual fee the Purchaser shall pay to the Company, which shall, for a
period of one full month, be equal to one-twelfth of the product of (a)
the Servicing Fee Rate and (b) the outstanding principal balance of such
Mortgage Loan. Such fee shall be payable monthly, computed on the basis
of the same principal 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 such Monthly Payment collected by the Company, or as
otherwise provided under Section 4.05.
Servicing Fee Rate: 0.25% per annum.
------------------
Servicing File: With respect to each Mortgage Loan, the file
--------------
retained by the Company consisting of originals of all documents in the
Mortgage File which are not delivered to the Purchaser and copies of the
Mortgage Loan Documents listed in Exhibit C-1 the originals of which are
delivered to the Purchaser pursuant to Section 2.03.
Servicing Officer: Any officer of the Company involved in or
-----------------
responsible for the administration and servicing of the Mortgage Loans
whose name appears on a list of servicing officers furnished by the
Company to the Purchaser upon request, as such list may from time to time
be amended.
Subservicer: Chase Manhattan Mortgage Corporation, a New Jersey
-----------
corporation, or any successor in interest.
Subservicing Agreement: The agreement between the Company and the
----------------------
Subservicer for the subservicing of the Mortgage Loans.
13
<PAGE>
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 May 1, 1996 between
---------------
the Depositor and the Trustee.
Trustee: Norwest Bank Minnesota, N.A., as Trustee under the Trust
-------
Agreement, or its successor in interest or assigns.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
------------------------------------------------------------
BOOKS AND RECORDS; DELIVERY OF DOCUMENTS
----------------------------------------
Section 2.01. Conveyance of Mortgage Loans; Possession of Mortgage
----------------------------------------------------
Files; Maintenance of Servicing Files. The Company, simultaneously with
- -------------------------------------
the execution and delivery of this Agreement and subject to the receipt by
the Company of the purchase price for the Mortgage Loans as set forth in
the Purchase Price and Terms Letter, does hereby sell, transfer, assign,
set over and convey to the Purchaser, without recourse, but subject to the
terms of this Agreement, all the right, title and interest of the Company
in and to the Mortgage Loans. Pursuant to Section 2.03, the Company shall
deliver the Mortgage Loan Documents to the Purchaser (or its designee) on
or prior to the Closing Date.
The contents of each Mortgage File not delivered to the Purchaser (or
its designee) are and shall be held in trust by the Company for the
benefit of the Purchaser as the owner thereof. The Company shall maintain
a Servicing File consisting of a copy of the contents of each Mortgage
File and the originals of the documents in each Mortgage File not
delivered to the Purchaser. The possession of each Servicing File by the
Company is at the will of the Purchaser for the sole purpose of servicing
the related Mortgage Loan, and such retention and possession by the
Company is in a custodial capacity only. Upon the sale of the Mortgage
Loans the ownership of each Mortgage Note, the related Mortgage and the
related Mortgage File and Servicing File shall vest immediately in the
Purchaser, and the Ownership of all records and documents with respect to
the related Mortgage Loan prepared by or which come into the possession of
the Company shall vest immediately in the Purchaser and shall be retained
and maintained by the Company, in trust, at the will of the Purchaser and
only in such custodial capacity. Each Servicing File shall be segregated
from the other books and records of the Company and shall be marked
appropriately to reflect clearly the sale of the related Mortgage Loan to
the Purchaser. The Company shall release its custody of the contents of
any Servicing File only in accordance with written instructions from the
Purchaser, unless
14
<PAGE>
such release is required as incidental to the Company's servicing of the
Mortgage Loans or is in connection with a repurchase of any Mortgage Loan
pursuant to Section 3.03 or Section 6.02.
Section 2.02. Books and Records; Transfers of Mortgage Loans. From
----------------------------------------------
and after the sale of the Mortgage Loans to the Purchaser all rights
arising out of the Mortgage Loans including but not limited to all funds
received on or in connection with the Mortgage Loan, shall be received and
held by the Company in trust for the benefit of the Purchaser as owner of
the Mortgage Loans, and the Company shall retain record title to the
related Mortgages for the sole purpose of facilitating the servicing and
the supervision of the servicing of the Mortgage Loans.
The sale of each Mortgage Loan shall be reflected on the Company's
balance sheet and other financial statements as a sale of assets by the
Company. The Company shall be responsible for maintaining, and shall
maintain, a complete set of books and records for each Mortgage Loan which
shall be marked clearly to reflect the ownership of each Mortgage Loan by
the Purchaser. In particular, the Company shall maintain in its
possession, available for inspection during normal business hours by the
Purchaser, or its designee and shall deliver to the Purchaser upon
reasonable 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 Company may be in the form
of microfilm or microfiche or such other reliable means of recreating
original documents, including but not limited to optical imagery
techniques.
The Company shall maintain with respect to each Mortgage Loan and
shall make available for inspection during normal business hours upon
reasonable 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 Company shall keep at its servicing office books and records in
which, subject to such reasonable regulations as it may prescribe, the
Company shall note transfers of Mortgage Loans. No transfer of a Mortgage
Loan may be made unless such transfer is in compliance with the terms
hereof. For the purposes of this Agreement, the Company shall be under no
obligation to deal with any person with respect to this agreement or the
Mortgage Loans unless the books and records show such person as the owner
of the Mortgage Loan. The Purchaser may, subject to the terms of this
Agreement, sell and transfer one or more of the Mortgage Loans. The
Purchaser promptly shall advise
15
<PAGE>
the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall mark its books and records to reflect the ownership of the
Mortgage Loans of such assignee, and shall release the previous Purchaser
from its obligations hereunder with respect to the Mortgage Loans sold or
transferred. Upon receipt of notice of any subsequent transfer of any
Mortgage Loan, the Company shall mark its books and records to reflect the
ownership of such Mortgage Loan by such subsequent transferee.
Section 2.03. Delivery of Documents. The Company shall deliver and
---------------------
release to the Purchaser (or its designee) on or prior to the Closing Date
those Mortgage Loan Documents as required by this Agreement with respect
to each Mortgage Loan, a list of which is attached as Exhibit C-1 hereto.
Within 90 days of receipt by the Company of any notice from the Purchaser
(or its designee) that any of the Mortgage Loan Documents is missing, does
not appear regular on its face (i.e., is mutilated, damaged, defaced, torn
or otherwise physically altered) or appears to be unrelated to the
Mortgage Loans identified in the Mortgage Loan Schedule (each, a "Material
Defect"), the Company shall cure such Material Defect or, if it does not
cure such Material Defect within such period, repurchase the related
Mortgage Loan at the Repurchase Price (or, to the extent provided in
Section 3.03, substitute one or more Qualifying Substitute Mortgage
Loans).
The Company shall forward to the Purchaser (or its designee) 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 month of their execution, provided,
however, that the Company shall provide the Purchaser with a certified
true copy of any such document submitted for recordation within one month
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 and as of the date of any certificate, substantially in the
form of Exhibit J hereto, executed by the Company subsequent to the date
hereof:
16
<PAGE>
(a) Due Organization and Authority. The Company is a banking
------------------------------
corporation duly organized, validly existing and in good standing under
the laws of the State of New York 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 and the servicing
of such Mortgage Loan in accordance with the terms of this Agreement; the
Company has the full corporate power and authority to execute and deliver
this Agreement and to perform in accordance herewith; the execution,
delivery and performance of this Agreement (including all instruments of
transfer to be delivered pursuant to this Agreement) by the Company and
the consummation of the transactions contemplated hereby have been duly
and validly authorized; assuming the due authorization, execution and
delivery hereof by the Purchaser, this Agreement evidences the valid,
binding and enforceable obligation of the Company; and all requisite
corporate action has been taken by the Company to make this Agreement
valid and binding upon the Company in accordance with its terms;
(b) Ordinary Course of Business. The consummation of the
---------------------------
transactions contemplated by this Agreement are in the ordinary course of
business of the Company, and the transfer, assignment and conveyance of
the Mortgage Notes and the Mortgages by the Company pursuant to this
Agreement are not subject to the bulk transfer or any similar statutory
provisions in effect in any applicable jurisdiction;
(c) No Conflicts. Neither the execution and delivery of this
------------
Agreement, the origination or acquisition of the Mortgage Loans by the
Company, the sale of the Mortgage Loans to the Purchaser or the 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 certificate of incorporation or by-laws or any legal restriction
or any agreement or instrument to which the Company is now a party or by
which it is bound, or constitutes a default or will result in an
acceleration under any of the foregoing, or result in the violation of any
law, rule, regulation, order, judgment or decree to which the Company or
its property is subject, or impair the ability of the Purchaser to realize
on the Mortgage Loans, or impair the value of the Mortgage Loans;
17
<PAGE>
(d) Ability to Service. The Company is an approved seller/servicer
------------------
of conventional residential mortgage loans for FNMA or FHLMC, with the
facilities, procedures, and experienced personnel necessary for the
servicing, in accordance with Accepted Servicing Practices, of mortgage
loans of the same type as the Mortgage Loans. The Company is in good
standing to sell mortgage loans to and service mortgage loans for FNMA or
FHLMC, and no event has occurred, including but not limited to a change in
insurance coverage, which would make the Company unable to comply with
FNMA or FHLMC eligibility requirements or which would require notification
to either FNMA or FHLMC;
(e) 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;
(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 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;
(g) Selection Process. The selection of the Mortgage Loans from
-----------------
among the outstanding fixed rate one- to four-family mortgage loans in the
Company's portfolio originated during the same periods of time and
pursuant to the same underwriting standards as the Mortgage Loans was not
made in a manner so as to affect adversely the interests of the Purchaser.
(h) 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
18
<PAGE>
more than 8.63% are secured by real property improved by two- to
four-family dwellings; (b) no more than 10.83% are secured by real
property improved by individual condominium units; (c) no more than 0.58%
are secured by real property improved by an individual unit in a planned
unit development; (d) no more than 2.48% are secured by shares in
Cooperative Units; (e) at least 77.48% are secured by real property with a
detached one-family residence erected thereon; (f) no more than 0.49% of
the Mortgaged Properties were owner-occupied second homes; (g) no more
than 1.83% of the Mortgaged Properties were investor properties; (h) at
least 97.68% of the Mortgage Properties were owner-occupied primary
residences; (i) no Mortgage Loans had at origination a Loan-to-Value Ratio
in excess of 95.00%; (j) the weighted average Loan-to-Value Ratio with
respect to all of the Mortgage Loans is not greater than 73.8% at
origination; (k) no more than 15.35% of the Mortgage Loans were originated
under a limited documentation program; (l) approximately 7.10% of the
Mortgage Loans were "cash-out" refinances, approximately 45.4% of the
Mortgage Loans were rate-term refinances and approximately 47.50% of the
Mortgage Loans were purchase money mortgage loans; and (m) approximately
55.79% and approximately 25.97% of the Mortgaged Properties are located in
the States of New York and Texas, respectively. 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 6.625%, and the maximum
Mortgage Interest Rate on any Mortgage Loan is 9.875%. No more than 4.18%
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 325 months.
The maximum original principal balance of any Mortgage Loan was
$1,350,000, the minimum original principal balance for any Mortgage Loan
was $208,000 and the average original principal balance of the Mortgage
Loans was approximately $328,527;
(i) No Untrue Information. The information concerning the Company
---------------------
and the Mortgage Loans set forth in this Agreement, including the exhibits
hereto, and in any report or other document furnished or to be furnished
pursuant to this Agreement or in connection with the transactions
contemplated hereby is true, correct and complete in all material
respects;
19
<PAGE>
(j) 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;
(k) Financial Statements. The Company has delivered to the
--------------------
Purchaser financial statements as to the last three 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
affiliate's) 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;
(l) No Brokers' Fees. The Company has not dealt with any broker,
----------------
investment banker, agent or other person that may be entitled to any
commission or compensation in connection with the sale of the Mortgage
Loans; and
(m) Reasonable Servicing Fee. The Company acknowledges and agrees
------------------------
that the Servicing Fee, as calculated at the Servicing Fee Rate,
represents reasonable compensation for performing such services and that
the entire Servicing Fee shall be treated by the Company, for accounting
and tax purposes, as compensation for the servicing and administration of
the Mortgage Loans pursuant to this Agreement.
(n) 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;
(o) 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. 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
20
<PAGE>
Closing Date and as of the date of any certificate, substantially in the
form of Exhibit J hereto, executed by the Company subsequent to the date
hereof:
(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 such 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 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 the Mortgage Loan, except for interest accruing from the
date of the Mortgage Note or date of disbursement of the Mortgage Loan
proceeds, whichever is greater, to the day which precedes by one month the
Due Date of the first installment of principal and interest;
(d) Original Terms Unmodified. The terms of the Mortgage Note and
-------------------------
Mortgage have not been impaired, waived, altered or modified in any
respect, except by a written instrument which has been recorded, if
necessary to protect the interests of the Purchaser, and with respect to
which the requirements of Section 2.03 hereof have been satisfied. The
substance of any such waiver, alteration or modification has been approved
by the issuer of any related Primary Mortgage Insurance Policy and the
title insurer, to the extent required by the related policy, and its terms
are reflected on the Mortgage Loan Schedule. No Mortgagor has been
released, in whole or in part, from the obligations imposed by the terms
of the Mortgage Note, and no Mortgaged Property has been released, in
whole or in part, from the lien of the related Mortgage, except in
connection with an
21
<PAGE>
assumption agreement approved by the issuer of any related Primary
Mortgage Insurance Policy and the title insurer, to the extent required by
the related policy, and which assumption agreement is part of the Mortgage
Loan File and the terms of which are reflected in the Mortgage Loan
Schedule;
(e) No Defenses. The Mortgage Loan is not subject to any right of
-----------
rescission, set-off, counterclaim or defense, including without limitation
the defense of usury, nor will the operation of any of the terms of the
Mortgage Note or the Mortgage, or the exercise of any right thereunder,
render either the Mortgage Note or the Mortgage unenforceable, in whole or
in part, or subject to any right of rescission, set-off, counterclaim or
defense, including without limitation the defense of usury, and no such
right of rescission, set-off, counterclaim or defense has been asserted
with respect thereto, and no Mortgagor was a debtor in any state or
federal bankruptcy or insolvency proceeding at the time the Mortgage Loan
was originated;
(f) Hazard Insurance. Pursuant to the terms of the Mortgage, all
----------------
buildings or other improvements upon the Mortgaged Property (or, in the
case of a Cooperative Loan, the related cooperative unit) 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 (or, in the case of a Cooperative Loan, the related
cooperative unit) is located pursuant to insurance policies conforming to
the requirements of Section 4.10. If upon origination of the Mortgage
Loan, the Mortgaged Property (or, in the case of a Cooperative Loan, the
related cooperative unit) was in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special
flood hazards (and such flood insurance has been made available), a flood
insurance policy meeting the requirements of the guidelines of FNMA and
FHLMC in effect at the time such Mortgage Loan was originated 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. The Mortgage obligates the Mortgagor thereunder
to maintain the hazard insurance policy at the Mortgagor's cost and
expense, and on the Mortgagor's failure to do so, authorizes the holder of
the Mortgage to obtain and maintain such insurance at such Mortgagor's
cost and expense, and to seek reimbursement therefor from the Mortgagor.
Where required by state law or regulation, the Mortgagor has been given an
opportunity to choose the carrier of the required hazard insurance,
provided the policy is not a "master" or "blanket" hazard insurance policy
covering the common facilities of a planned unit development. The hazard
insurance policy is the valid and binding obligation of the insurer, is in
22
<PAGE>
full force and effect, and will be in full force and effect and inure to
the benefit of the Purchaser upon the consummation of the transactions
contemplated by this Agreement. The Company has not engaged in, and has
no knowledge of the Mortgagor's having engaged in, any act or omission
which would impair the coverage of any such policy, the benefits of the
endorsement provided for herein, or the validity and binding effect of
either, including without limitation, no unlawful fee, commission,
kickback or other unlawful compensation or value of any kind has been or
will be received, retained or realized by any attorney, firm or other
person or entity, and no such unlawful items have been received, retained
or realized by the Company;
(g) Compliance with Applicable Laws. Any and all requirements of
-------------------------------
any federal, state or local law including, without limitation, usury,
truth-in-lending, real estate settlement procedures, consumer credit
protection, equal credit opportunity or disclosure laws applicable to the
Mortgage Loan have been complied with, and the Company shall make
available upon reasonable notice for the Purchaser's inspection, and shall
deliver to the Purchaser upon reasonable notice during normal business
hours, evidence of compliance with all such requirements;
(h) No Satisfaction of Mortgage. The Mortgage has not been
---------------------------
satisfied, cancelled, subordinated or rescinded, in whole or in part, and
the Mortgaged Property has not been released from the lien of the
Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such release, cancellation, subordination or rescission;
(i) Location and Type of Mortgaged Property. The Mortgaged Property
---------------------------------------
is located in the state identified in the Mortgage Loan Schedule and
consists of a parcel of real property with a detached single family
residence erected thereon, or a two- to four-family dwelling, or an
individual condominium unit in a low-rise condominium project, or an
individual unit in a planned unit development, or a Cooperative Unit,
provided, however, that any condominium project, planned unit development
or Cooperative Unit shall conform with the applicable FNMA and FHLMC
requirements regarding such dwellings, and no residence or dwelling is a
mobile home or a manufactured dwelling;
(j) Valid First Lien. The 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) the lien of current real property taxes and assessments not
yet due and payable, and, if the related
23
<PAGE>
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute;
(2) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the date of
recording of such Mortgage acceptable to mortgage lending institutions in the
area in which the related Mortgaged Property is located or specifically
referred to in the lender's title insurance policy or attorney's opinion of
title and abstract of title delivered to the originator of the Mortgage Loan;
and
(3) other matters to which like properties are commonly subject
which do not, individually or in the aggregate, materially interfere with the
benefits of the security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property.
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.
Each Cooperative Loan is secured by a valid, subsisting and
enforceable perfected first lien and security interest in the related
Mortgaged Property, subject only to (i) the rights of the Cooperative
Corporation to collect Maintenance and assessments from the Mortgagor,
(ii) the lien of the Blanket Mortgage, if any, on the Cooperative Property
and of real property taxes, water and sewer charges, rents and assessments
on the Cooperative Property not yet due and payable, and (iii) other
matters to which like Cooperative Units are commonly subject which do not
materially interfere with the benefits of the security intended to be
provided by the Security Agreement or the use, enjoyment, value or
marketability of the Cooperative Unit. Each original UCC financing
statement, continuation statement or other governmental filing or
recordation necessary to create or preserve the perfection and priority of
the first priority lien and security interest in the Cooperative Shares
and Proprietary Lease has been timely and properly made. Any security
agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Cooperative Loan establishes a valid and
subsisting perfected first lien on and security interest in the property
described therein, and the Company has full right to sell and assign the
same to the Purchaser.
(k) Validity of Mortgage Documents. The Mortgage Note and the
------------------------------
Mortgage are genuine, and each is the legal, valid and
24
<PAGE>
binding obligation of the maker thereof, enforceable in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in
equity or at law). All parties to the Mortgage Note and the Mortgage and
any other related agreement had legal capacity to enter into the Mortgage
Loan and to execute and deliver the Mortgage Note and the Mortgage and any
other related agreement, and the Mortgage Note and the Mortgage have been
duly and properly executed by such parties;
(l) Full Disbursement of Proceeds. The Mortgage Loan has been
-----------------------------
closed and the proceeds of the 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 the Mortgage
Loan and the recording of the Mortgage were paid, and the Mortgagor is not
entitled to any refund of any amounts paid or due under the Mortgage Note
or Mortgage;
(m) Ownership. Immediately prior to the sale of each Mortgage Loan
---------
by the Company to the Purchaser pursuant to this Agreement, the Company is
the sole owner of record and holder of the Mortgage Loan, the Mortgage
Loan is not assigned or pledged, and the Company has good and marketable
title thereto, and has full right to transfer and sell the Mortgage Loan
to the Purchaser free and clear, except as described in paragraph (j), of
any encumbrance, equity, participation interest, lien, pledge, charge,
claim or security interest, and has full right and authority subject to no
interest or participation of, or agreement with, any other party, to sell
and assign each Mortgage Loan pursuant to this Agreement;
(n) Doing Business. All parties that have had any interest in the
--------------
Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are
(or, during the period in which they held and disposed of such interest,
were) (1) in compliance with any and all applicable licensing requirements
of the laws of the state wherein the Mortgaged Property is located, and
(2) organized under the laws of such state, or (3) qualified to do
business in such state, or (4) federal savings and loan associations or
national banks having principal offices in such state, or (5) not doing
business in such state;
(o) LTV; Primary Mortgage Insurance Policy. No Mortgage Loan has a
--------------------------------------
LTV at origination greater than 95%. The original LTV
25
<PAGE>
of the Mortgage Loan either was not more than 80% or the excess over 75%
is and will be insured as to payment defaults by a Primary Mortgage
Insurance Policy meeting the requirements of Section 4.15 until the LTV of
such Mortgage Loan is reduced to 80%. All provisions of such Primary
Mortgage Insurance Policy have been and are being complied with, such
policy is in full force and effect, and all premiums due thereunder have
been paid. No action, inaction, or event has occurred and no state of
facts exists that has, or will result in the exclusion from, denial of, or
defense to coverage. The Mortgage Interest Rate for the Mortgage Loan as
set forth on the Mortgage Loan Schedule is net of any such insurance
premium;
(p) Title Insurance. The Mortgage Loan is covered by either (i) an
---------------
attorney's opinion of title and abstract of title the form and substance
of which is generally acceptable to mortgage lending institutions
originating mortgage loans in the area where the Mortgaged Property is
located or (ii) an ALTA mortgagee title insurance policy or other
generally acceptable form of policy of insurance acceptable to FNMA or
FHLMC, issued by a title insurer acceptable to FNMA or FHLMC and qualified
to do business in the jurisdiction where the related Mortgaged Property is
located, insuring, subject to the exceptions listed in paragraph (j)
above, the Company, and its successors and assigns, as to the first
priority lien of the Mortgage in the original principal amount of the
Mortgage Loan. If the Mortgaged Property is a condominium unit located in
a state in which a title insurer will generally issue an endorsement, then
the related title insurance policy contains an endorsement insuring the
validity of the creation of the condominium form of ownership with respect
to the project in which such unit is located. Where required by state law
or regulation, the Mortgagor has been given the opportunity to choose the
carrier of the required mortgage title insurance. Additionally, such
mortgagee title insurance policy affirmatively insures ingress and egress,
and against encroachments by or upon the Mortgaged Property or any
interest therein. The Company is the named insured and the sole insured
of such mortgagee title insurance policy, the assignment to the Purchaser
of the Company's interest in such mortgagee title insurance policy does
not require the consent of or notification to the insurer (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
26
<PAGE>
unlawful fee, commission, kickback or other unlawful compensation or value
of any kind has been or will be received, retained or realized by any
attorney, firm or other person or entity, and no such unlawful items have
been received, retained or realized by the Company;
(q) No Defaults. There is no default, breach, violation or event of
-----------
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or
event of acceleration, and neither the Company nor its predecessors have
waived any default, breach, violation or event of acceleration. No
foreclosure action is being threatened or commenced with respect to any
Mortgage Loan;
(r) No Mechanics' Liens. There are no mechanics' or similar liens
-------------------
or claims which have been filed for work, labor or material (and no rights
are outstanding that under the law could give rise to such liens)
affecting the related Mortgaged Property which are or may be liens prior
to, or equal or coordinate with, the lien of the related Mortgage;
(s) Location of Improvements; No Encroachments. All improvements
-------------------------------------------
located on or being part of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of the related Mortgaged
Property (and, if such Mortgaged Property is a condominium unit or
Cooperative Shares, such improvements lie wholly within the project) and
no improvements on adjoining properties encroach upon such Mortgaged
Property. As of the date of origination of the Mortgage Loan, no
improvement located on or being part of the Mortgaged Property (or, in the
case of a Cooperative Loan, the related cooperative unit) was in violation
of any applicable zoning law or regulation;
(t) Origination; Payment Terms. The Mortgage Loan was originated
---------------------------
by a mortgagee approved by the Secretary of Housing and Urban Development
pursuant to Sections 203 and 211 of the National Housing Act or a savings
and loan association, a savings bank, a commercial bank or similar banking
institution which is supervised and examined by a Federal or State
authority, or otherwise constitutes a "Qualified Mortgage Loan" as that
term is defined in the Secondary Mortgage Market Enhancement Act of 1984,
as amended. The Mortgage Note provides for accrual of interest on the
basis of a 360-day year consisting of twelve 30-day months. The Mortgage
Note is payable each month in equal monthly installments of principal and
interest;
27
<PAGE>
(u) Customary Provisions. The Mortgage contains customary and
--------------------
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the related Mortgaged
Property of the benefits of the security provided thereby, including, (i)
in the case of a Mortgage designated as a deed of trust, by trustee's
sale, and (ii) otherwise by judicial foreclosure. 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 which would prevent the ultimate sale
of the related Mortgaged Property at a trustee's sale or the right to
foreclose the Mortgage;
(v) Occupancy of the Mortgaged Property. As of the date on which
-----------------------------------
the Mortgage Loan was originated, the related Mortgaged Property was
lawfully occupied under applicable law. All inspections, licenses and
certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property (or, in the case of a Cooperative Loan,
the related cooperative unit) 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, the Mortgagor represented at the time of origination of the
Mortgage Loan that the Mortgagor would occupy the Mortgaged Property (or,
in the case of a Cooperative Loan, the related cooperative unit) as the
Mortgagor's primary residence;
(w) No Additional Collateral. The Mortgage Note is not and has not
------------------------
been secured by any collateral except the lien of the corresponding
Mortgage and the security interest of any applicable security agreement or
chattel mortgage referred to in (j) above;
(x) Deeds of Trust. In the event the Mortgage constitutes a deed of
--------------
trust, a trustee, duly qualified under applicable law to serve as such,
has been properly designated and currently so serves and is named in the
Mortgage, and no fees or expenses are or will become payable by the
Company, or any assignee or transferee thereof, to the trustee under the
deed of trust, except in connection with a trustee's sale after default by
the Mortgagor:
(y) Delivery of Mortgage Documents. The Mortgage Note, the
------------------------------
Mortgage, the Assignment of Mortgage and any other documents required to
be delivered with respect to each Mortgage Loan by
28
<PAGE>
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);
(z) 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 Mortgaged Property is located;
(aa) Due on Sale. Each Mortgage contains an enforceable provision
-----------
(to the extent not prohibited by law) for the acceleration of the payment
of the unpaid principal balance of the Mortgage Loan in the event that the
Mortgaged Property is sold or transferred without the prior written
consent of the Mortgagee thereunder;
(bb) No Buydown Provisions; No Graduated Payments or Contingent
----------------------------------------------------------
Interests. The Mortgage Loan does not contain provisions pursuant to
- ---------
which Monthly Payments are paid or partially paid with funds deposited in
any separate account established by the Company, the Mortgagor or anyone
on behalf of the Mortgagor, or paid by any source other than the Mortgagor
nor does it contain any other similar provisions currently in effect which
may constitute a "buydown" provision. The Mortgage Loan is not a
graduated payment mortgage loan and the Mortgage Loan does not have a
shared appreciation or other contingent interest feature;
(cc) Consolidation of Future Advances. Any future advances made
--------------------------------
prior to the Cut-off Date have been consolidated with the outstanding
principal amount secured by the 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. The
consolidated principal amount does not exceed the original principal
amount of the Mortgage Loan;
(dd) Mortgaged Property Undamaged. There is no proceeding pending
----------------------------
or threatened for the total or partial condemnation of the Mortgaged
Property (or, in the case of a Cooperative Loan, the related cooperative
unit). Such property is undamaged by waste, fire, earthquake or earth
movement, windstorm, flood, tornado or other casualty so as to affect
adversely the value of the Mortgaged Property as security for the Mortgage
Loan or the use for which the premises were intended;
29
<PAGE>
(ee) Collection Practices; Escrow Deposits. The origination and
-------------------------------------
collection practices used with respect to the Mortgage Loan have been in
accordance with Accepted Servicing Practices, and have been in all
respects in compliance with all applicable laws and regulations. With
respect to escrow deposits and Escrow Payments, if any, all such payments
are in the possession of, or under the control of, the Company (or the
Subservicer on behalf of the Company) and there exist no deficiencies in
connection therewith for which customary arrangements for repayment
thereof have not been made. All Escrow Payments have been collected in
full compliance with state and federal law. 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;
(ff) Appraisal. The Mortgage File contains an appraisal of the
---------
related Mortgage Property signed prior to the approval of the Mortgage
Loan application by an appraiser who meets the minimum qualifications of
FNMA 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;
(gg) Soldiers' and Sailors' Relief Act. The Mortgagor has not
---------------------------------
notified the Company, and the Company has no knowledge of any relief
requested or allowed to the Mortgagor under the Soldiers' and Sailors'
Civil Relief Act of 1940;
(hh) No Construction Loans. No Mortgage Loan was made in connection
---------------------
with facilitating the trade-in or exchange of a Mortgaged Property;
(ii) 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;
(jj) No Release. No Mortgage Loan requires the Mortgagee to release
----------
any portion of the related Mortgaged Property from the lien of the
Mortgage other than upon payment in full of the Mortgage Loan;
(kk) Loan Origination. The originator of the Mortgage Loan was in
----------------
compliance with any and all applicable "doing business" and licensing
requirements in the jurisdiction in which the related Mortgaged Property
(or, in the case of a Cooperative
30
<PAGE>
Loan, the related cooperative unit) was located when such party originated
such Mortgage Loan;
(ll) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G of the Code and Treas. Reg. Section1.860G-2; and
(mm) Condominiums/Planned Unit Developments. If the Mortgaged
--------------------------------------
Property is a condominium unit or a planned unit development (other than a
de minimis planned unit development) such condominium or planned unit
development project met FNMA or FHLMC eligibility requirements in effect
as of the date of origination of the related Mortgage Loan or is located
in a condominium or planned unit development project that has received
FNMA project approval.
Section 3.03. Remedies for Breach of Representations and Warranties.
-----------------------------------------------------It
is understood and agreed that the representations and warranties set
forth in Sections 3.01 and 3.02 shall survive the sale of the Mortgage
Loans to the Purchaser and the subsequent sale of the Mortgage Loans by
the Purchaser to the Depositor and by the Depositor to the Trustee, and
the delivery of the Mortgage Loan Documents to the Purchaser and shall
inure to the benefit of the Purchaser, notwithstanding any restrictive or
qualified endorsement on any Mortgage Note or Assignment of Mortgage or
the examination or failure to examine any Mortgage File. Upon discovery
by either the Company or the Purchaser of a breach of any of the foregoing
representations and warranties which materially and adversely affects the
value of the Mortgage Loans or the interests of the Purchaser (or which
materially and adversely affects the interests of the Purchaser in the
related Mortgage Loan in the case of a representation and warranty
relating to a particular Mortgage Loan), the party discovering such breach
shall give prompt written notice to the other.
Within 90 days of the earlier of either discovery by or notice to the
Company of any breach of a representation or warranty which materially and
adversely affects the value of the Mortgage Loans or the interests of the
Purchaser, or which materially and adversely affects the interest of the
Purchaser in the related Mortgage Loan in the case of a representation and
warranty relating to the Mortgage Loans, the Company shall use its best
efforts promptly to cure such breach in all material respects and, if such
breach cannot be cured, the Company shall repurchase the affected Mortgage
Loan at the Repurchase Price.
In the event that a breach shall involve any representation or
warranty set forth in Section 3.01, and such breach cannot be cured within
60 days of the earlier of either discovery by or notice to the Company of
such breach, all of the Mortgage Loans
31
<PAGE>
shall, at the Purchaser's option be repurchased by the Company at the
Repurchase Price. However, if the breach shall involve a representation
or warranty set forth in Section 3.02, the Company shall, within 90 days
following the earlier of discovery by or notice to the Company of such
breach, at its option and subject to Section 3.04, 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 3.03 shall be accomplished by deposit in the
Custodial Account of the amount of the Repurchase Price for distribution
to Purchaser on the next scheduled Remittance Date, after deducting
therefrom any amount received in respect of such repurchased Mortgage Loan
or Loans and being held in the Custodial Account for future distribution.
At the time of repurchase or substitution, the Purchaser and the
Company shall arrange for the reassignment of the Deleted Mortgage Loan to
the Company and the delivery to the Company of any documents held by the
Purchaser relating to the Deleted Mortgage Loan. In the event of a
repurchase or substitution, the Company shall, simultaneously with such
reassignment, give written notice to the Purchaser that such repurchase or
substitution has taken place, amend the Mortgage Loan Schedule to reflect
the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in
the case of substitution, identify one or more Qualifying Substitute
Mortgage Loans and amend the Mortgage Loan Schedule to reflect the
addition of such Qualifying Substitute Mortgage Loan to this Agreement.
In connection with any such substitution, the Company shall be deemed to
have made as to such Qualifying Substitute Mortgage Loan the
representations and warranties set forth in this Agreement except that all
such representations and warranties set forth in this Agreement shall be
deemed made, as 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
32
<PAGE>
calendar month after the Determination Date for such month. The Company
shall deposit in the Custodial Account the Monthly Payment less the
Servicing Fee due on such Qualifying Substitute Mortgage Loan or Loans in
the month following the date of such substitution. Monthly Payments due
with respect to Qualifying Substitute Mortgage Loans in the month of
substitution shall be retained by the Company. For the month of
substitution, distributions to Purchaser shall include the Monthly Payment
due on any Deleted Mortgage Loan in the month of substitution, and the
Company shall thereafter be entitled to retain all amounts subsequently
received by the Company in respect of such Deleted Mortgage Loan.
For any month in which the Company substitutes a Qualifying
Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall
determine the amount (if any) by which the aggregate principal balance of
all Qualifying Substitute Mortgage Loans as of the date of substitution is
less than the aggregate Principal Balance of all Deleted Mortgage Loans
(after application of scheduled principal payments due in the month of
substitution). The amount of such shortfall shall be distributed by the
Company in the month of substitution pursuant to Section 5.01.
Accordingly, on the date of such substitution, the Company shall deposit
from its own funds into the Custodial Account an amount equal to the
amount of such shortfall.
It is understood and agreed that the obligations of the Company set
forth in this Section 3.03 to cure, substitute for or repurchase a
defective Mortgage Loan and to reimburse the Purchaser as provided in this
Section 3.03 constitute the sole remedies of the Purchaser respecting a
breach of the foregoing representations and warranties.
Any cause of action against the Company relating to or arising out of
the breach of any representations and warranties made in Sections 3.01 and
3.02 shall accrue as to any Mortgage Loan upon failure by the Company to
cure such breach or repurchase such Mortgage Loan as specified above.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
----------------------------------------------
Section 4.01. Company to Act as Servicer. The Company, as an
--------------------------
independent contractor, shall service and administer the Mortgage Loans
and shall have full power and authority, acting alone, to do any and all
things in connection with such servicing and administration which the
Company may deem necessary or
33
<PAGE>
desirable, consistent with the terms of this Agreement and with Accepted
Servicing Practices.
Consistent with the terms of this Agreement, the Company may waive
any late payment charge, assumption fee or other fee that may be collected
in the ordinary course of servicing the Mortgage Loans. The Company shall
not make any future advances to any obligor under any Mortgage Loan and
(unless the Mortgagor is in default with respect to the Mortgage Loan or
such default is, in the judgment of the Company, imminent) the Company
shall not permit any modification of any material term of any Mortgage
Loan, including any modification that would change the Mortgage Interest
Rate, defer or forgive the payment of principal or interest, reduce or
increase the outstanding principal balance (except for actual payments of
principal) or change the final maturity date on such Mortgage Loan. In
the event of any such modification which permits the deferral of interest
or principal payments on any Mortgage Loan, the Company shall, on the
Business Day immediately preceding the Remittance Date in any month in
which any such principal or interest payment has been deferred, make a
Monthly Advance in accordance with Section 5.03, in an amount equal to the
difference between (a) such month's principal and one month's interest at
the Remittance Rate on the unpaid principal balance of such Mortgage Loan
and (b) the amount paid by the Mortgagor. The Company shall be entitled
to reimbursement for such advances to the same extent as for all other
advances made pursuant to Section 5.03. Without limiting the generality
of the foregoing, the Company shall continue, and is hereby authorized and
empowered, to execute and deliver on behalf of itself and the Purchasers,
all instruments of satisfaction or cancellation, or of partial or full
release, discharge and all other comparable instruments, with respect to
the Mortgage Loans and with respect to the Mortgaged Properties. Upon the
request of the Company, the Purchaser shall furnish the Company with any
powers of attorney and other documents necessary or appropriate to enable
the Company to carry out its servicing and administrative duties under
this Agreement.
In servicing and administering the Mortgage Loans, the Company shall
employ procedures (including collection procedures) and exercise the same
care that it customarily employs and exercises in servicing and
administering mortgage loans for its own account, giving due consideration
to Accepted Servicing Practices where such practices do not conflict with
the requirements of this Agreement.
The Mortgage Loans may be subserviced by the Subservicer in
accordance with the servicing provisions of this Agreement on behalf of
the Company, provided that the Subservicer is a FNMA-approved lender or a
FHLMC seller/servicer in good standing,
34
<PAGE>
and no event has occurred, including but not limited to a change in
insurance coverage, which would make it unable to comply with the
eligibility requirements for lenders imposed by FNMA or for
seller/servicers imposed by FHLMC, or which would require notification to
FNMA or FHLMC. The Company may perform any of its servicing
responsibilities hereunder or may cause the Subservicer to perform any
such servicing responsibilities on its behalf, but the use by the Company
of the Subservicer shall not release the Company from any of its
obligations hereunder and the Company shall remain responsible hereunder
for all acts and omissions of the Subservicer as fully as if such acts and
omissions were those of the Company. Any monies received by the
Subservicer in respect of any Mortgage Loan shall be deemed to have been
received by the Company whether or not actually received by it. The
Company shall pay all fees and expenses of 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 Company of
its servicing responsibilities hereunder shall be deemed to include the
Subservicer acting on behalf of the Company.
At the cost and expense of the Company, without any right of
reimbursement from the Custodial Account, the Company 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 Company, at the Company's
option, from electing to service the related Mortgage Loans itself. In
the event that the Company's responsibilities and duties under this
Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, the
Company shall at its own cost and expense terminate the rights and
responsibilities of the Subservicer as soon as is reasonably possible.
The Company shall pay all fees, expenses or penalties necessary in order
to terminate the rights and responsibilities of the Subservicer from the
Company's own funds without reimbursement from the Purchaser.
The Company shall be entitled to enter into an agreement with
the Subservicer for indemnification of the Company 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
35
<PAGE>
Company 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 Company pursuant to this
Agreement, the Company shall be deemed to have received a payment or other
recovery in respect of a Mortgage Loan when 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 Company shall take such action as (1) the Company would take
under similar circumstances with respect to a similar mortgage loan held
for its own account for investment, (2) shall be consistent with Accepted
Servicing Practices, and (3) is not inconsistent 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 Company 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 Company 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 Company shall not proceed with foreclosure or acceptance of a
deed in lieu of foreclosure, and the Company shall be reimbursed for all
Servicing Advances made with respect to the related Mortgaged Property
from the Custodial Account pursuant to Section 4.05 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 Company shall proceed diligently to collect
all payments due under each of the Mortgage Loans when the same shall
become due and payable and shall ascertain and estimate Escrow Payments
and all other charges that will become due and payable with respect to the
36
<PAGE>
Mortgage Loan and the Mortgaged Property, to the end that the installments
payable by the Mortgagors will be sufficient to pay such charges as and
when they become due and payable.
Section 4.04. Establishment of and Deposits to Custodial Account.
--------------------------------------------------
The Company shall segregate and hold all funds collected and received
pursuant to a Mortgage Loan separate and apart from any of its own funds
and general assets and shall establish and maintain one or more Custodial
Accounts, in the form of time deposit or demand accounts, titled "Chemical
Bank, in trust for Norwest Bank Minnesota, N.A., as Trustee, Structured
Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1996-2," or such other designation as the Purchaser may direct. The
Custodial Account shall be established with a Qualified Depository
acceptable to the Purchaser. Any funds deposited in the Custodial Account
shall at all times be fully insured to the full extent permitted under
applicable law. Funds deposited in the Custodial Account may be withdrawn
on by the Company in accordance with Section 4.05. The creation of any
Custodial Account shall be evidenced by a certification in the form of
Exhibit D-1 hereto, in the case of an account established with the Company
or an affiliate thereof, or by a letter agreement in the form of Exhibit
D-2 hereto, in the case of an account held by a depository other than the
Company or an affiliate thereof. A copy of such certification or letter
agreement shall be furnished to the Purchaser and, upon request, to any
subsequent Purchaser.
Funds in a Custodial Account may be invested in Eligible Investments
which shall mature not later than the earlier of the Business Day
immediately preceding the next succeeding Remittance Date, and such
Eligible Investments shall not be sold or disposed of prior to their
maturity. All income and gain realized from any investment shall be for
the benefit of the Company 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 Company out of its own funds immediately as such loss is realized.
The Company shall deposit in the Custodial Account on a daily basis,
and retain therein, the following collections received by the Company and
payments made by the Company after the Cut-off Date, other than payments
of principal and interest due on or before the Cut-off Date:
(i) all payments on account of principal on the Mortgage Loans,
including all Principal Prepayments;
37
<PAGE>
(ii) all payments on account of interest on the Mortgage Loans
adjusted to the Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) all Insurance Proceeds including amounts required to be
deposited pursuant to Section 4.10 (other than proceeds to be held in the
Escrow Account and applied to the restoration or repair of the Mortgaged
Property or released to the Mortgagor in accordance with Section 4.14) and
Section 4.11;
(v) all Condemnation Proceeds which are not applied to the
restoration or repair of the Mortgaged Property;
(vi) any amount (without duplication) required to be deposited in
the Custodial Account pursuant to Sections 4.01, 4.16, 5.03, 6.01 or 6.02;
(vii) any amounts payable in connection with the repurchase of any
Mortgage Loan pursuant to Section 3.03 and all amounts required to be
deposited by the Company in connection with a shortfall in principal
amount of any Qualifying Substitute Mortgage Loan pursuant to Section
3.03;
(viii) with respect to each Principal Prepayment received during the
immediately preceding Prepayment Period, an amount (to be paid by the
Company out of its funds as provided in Section 6.03 hereof) which, when
added to all amounts allocable to interest received in connection with
such Principal Prepayment, equals one month's interest on the amount of
principal so prepaid at the Remittance Rate, the aggregate of such
payments by the Company for any month not to exceed the aggregate of the
Company's Servicing Fees for such month;
(ix) any amounts required to be deposited by the Company 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, to the extent permitted by Section 6.01, need
not be deposited by the Company into the Custodial Account. Any interest
paid on funds deposited in the Custodial Account by the depository
institution shall
38
<PAGE>
accrue to the benefit of the Company and the Company shall be entitled to
retain and withdraw such interest from the Custodial Account pursuant to
Section 4.05.
Section 4.05. Permitted Withdrawals From Custodial Account. The
--------------------------------------------
Company shall, from time to time, withdraw funds from the Custodial
Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the
manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances made pursuant to
Section 5.03, the Company's right to reimburse itself pursuant to this
subclause (ii) being limited to amounts received on the related Mortgage
Loan which represent late payments of principal and/or interest respecting
which any such advance was made, related Liquidation Proceeds or related
Insurance Proceeds, it being understood that, in the case of any such
reimbursement, the Company's right thereto shall be prior to the rights of
Purchaser, except that, where the Company is required to repurchase a
Mortgage Loan pursuant to Section 3.03 or 6.02, the Company's right to
such reimbursement shall be subsequent to the payment to the Purchaser of
the Repurchase Price pursuant to such sections and all other amounts
required to be paid to the Purchaser with respect to such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances, and
for any unpaid Servicing Fees, the Company's right to reimburse itself
pursuant to this subclause (iii) with respect to any Mortgage Loan being
limited to related Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds and such other amounts as may be collected by the Company from
the Mortgagor or otherwise relating to the Mortgage Loan, it being
understood that, in the case of any such reimbursement, the Company's
right thereto shall be prior to the rights of Purchaser except where the
Company is required to repurchase a Mortgage Loan pursuant to Section 3.03
or 6.02, in which case the Company's right to such reimbursement shall be
subsequent to the payment to the Purchaser of the Repurchase Price
pursuant to such sections and all other amounts required to be paid to the
Purchaser with respect to such Mortgage Loan;
(iv) to reimburse itself for any Nonrecoverable Advance;
(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;
39
<PAGE>
(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;
(ix) to withdraw, pursuant to Section 5.01, on each Remittance Date
on which the Company is the Servicer hereunder, an amount equal to the
Excess Strip Amount for the next succeeding Distribution Date (as reduced
by any Net Prepayment Interest Shortfalls, if any, allocable thereto); and
(x) to clear and terminate the Custodial Account upon the
termination of this Agreement.
Section 4.06. Establishment of and Deposits to Escrow Account. The
-----------------------------------------------
Company shall segregate and hold all funds collected and received pursuant
to a Mortgage Loan constituting Escrow Payments separate and apart from
any of its own funds and general assets and shall establish and maintain
one or more Escrow Accounts, in the form of time deposit or demand
accounts, titled, "Chemical Bank, in trust for Norwest Bank Minnesota,
N.A., as Trustee, Structured Asset Securities Corporation Mortgage Pass-
Through Certificates, Series 1996-2." The Escrow Accounts shall be
established with a Qualified Depository, in a manner which shall provide
maximum available insurance thereunder. Funds deposited in the Escrow
Account may be drawn on by the Company in accordance with Section 4.07.
The creation of any Escrow Account shall be evidenced by a certification
in the form of Exhibit E-1 hereto, in the case of an account established
with the Company, or by a letter agreement in the form of Exhibit E-2
hereto, in the case of an account held by a depository other than the
Company. A copy of such certification shall be furnished to the
Purchaser.
The Company shall deposit in the Escrow Account or Accounts on a
daily basis, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans,
for the purpose of effecting timely payment of any such items as required
under the terms of this Agreement and the related Mortgage Notes; and
40
<PAGE>
(ii) all amounts representing Insurance Proceeds or Condemnation
Proceeds which are to be applied to the restoration or repair of any
Mortgaged Property pursuant to Section 4.14.
The Company shall make withdrawals from the Escrow Account only to
effect such payments as are required under this Agreement, as set forth in
Section 4.07. The Company shall be entitled to retain any interest paid
on funds deposited in the Escrow Account by the depository institution,
other than interest on escrowed funds required by law to be paid to the
Mortgagor. To the extent required by law, the Company shall pay interest
on escrowed funds to the Mortgagor notwithstanding that the Escrow Account
may be non-interest bearing or that interest paid thereon is insufficient
for such purposes.
Section 4.07. Permitted Withdrawals From Escrow Account.
-----------------------------------------
Withdrawals from the Escrow Account or Accounts may be made by the Company
only:
(i) to effect timely payments of ground rents, taxes, assessments,
water rates, mortgage insurance premiums, condominium charges, fire, flood
and hazard insurance premiums or other items constituting Escrow Payments
for the related Mortgage;
(ii) to reimburse the Company for any Servicing Advances made by the
Company pursuant to Section 4.08 with respect to a related Mortgage Loan,
but only from amounts received on the related Mortgage Loan which
represent late collections of Escrow Payments thereunder;
(iii) to refund to any Mortgagor any funds found to be in excess of
the amounts required under the terms of the related Mortgage Loan;
(iv) for transfer to the Custodial Account and application to reduce
the principal balance of the Mortgage Loan in accordance with the terms of
the related Mortgage and Mortgage Note;
(v) for application to restoration or repair of the Mortgaged
Property in accordance with the procedures outlined in Section 4.14;
(vi) to pay to the Company, or any Mortgagor to the extent required
by law, any interest paid on the funds deposited in the Escrow Account;
(vii) to withdraw funds deposited in error in the Escrow Account; and
41
<PAGE>
(viii) to clear and terminate the Escrow Account on the termination
of this Agreement.
Section 4.08. Payment of Taxes, Insurance and Other Charges. With
---------------------------------------------
respect to each Mortgage Loan, the Company shall maintain accurate records
reflecting the status of any ground rents, taxes, assessments, water
rates, sewer rents, and other charges which are or may become a lien upon
the Mortgaged Property and the status of the Private Mortgage Insurance
Policy premium and fire, 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 Company in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage. To the extent that
a Mortgage does not provide for Escrow Payments, the Company shall make a
Servicing Advance from its own funds to effect such payment upon notice
that payment of such amounts is due and unpaid.
Section 4.09. Protection of Accounts. The Company may transfer the
----------------------
Custodial Account or the Escrow Account to a different Qualified
Depository from time to time.
Section 4.10. Maintenance of Hazard Insurance. The Company shall
-------------------------------
cause to be maintained for each Mortgage Loan hazard insurance such that
all buildings upon the Mortgaged Property are insured by 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 (or, in the case of a Cooperative Loan, the
related cooperative unit) is located, in an amount that is at least equal
to the corresponding amount required under the guidelines set forth in the
FNMA Mortgage-Backed Securities Selling and Servicing Guide or the FHLMC
Sellers' and Servicers' Guide as of the date of origination of such
Mortgage Loan.
If upon origination of the Mortgage Loan, the related Mortgaged
Property was located in an area identified in the Federal Register by the
Flood Emergency Management Agency as having special flood hazards (and
such flood insurance has been made available) a flood insurance policy
meeting the requirements of the current guidelines of the Federal
Insurance Administration 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
under the guidelines set forth in the FNMA Mortgage-Backed Securities
Selling and Servicing Guide or the FHLMC Sellers' and
42
<PAGE>
Servicers' Guide as of the date of origination of such Mortgage Loan.
If a Mortgage is secured by a unit in a condominium project, the
Company shall verify that the coverage required of the owner's
association, including hazard, flood, liability, and fidelity coverage, is
being maintained in accordance with then current FNMA or FHLMC
requirements, and secure from the owner's association its agreement to
notify the Company promptly of any change in the insurance coverage or of
any condemnation or casualty loss that may have a material effect on the
value of the Mortgaged Property as security.
In the event that the Purchaser or the Company shall determine that
the Mortgaged Property should be insured against loss or damage by hazards
and risks not covered by the insurance required to be maintained by the
Mortgagor pursuant to the terms of the Mortgage, the Company shall
communicate and consult with the Mortgagor with respect to the need for
such insurance and bring to the Mortgagor's attention the desirability of
protection of the Mortgaged Property.
All policies required hereunder shall name the Company as loss payee
and shall be endorsed with standard mortgagee clauses, which shall provide
for at least 30 days prior written notice of any cancellation, reduction
in amount or material change in coverage.
The Company shall 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 Company 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 Company shall furnish to the Mortgagor a formal notice of expiration
of any such insurance in sufficient time for the Mortgagor to arrange for
renewal coverage by the expiration date.
Pursuant to Section 4.04, any amounts collected by the Company under
any such policies (other than amounts to be deposited in the Escrow
Account and applied to the restoration or repair of the related Mortgaged
Property, or property acquired in liquidation of the Mortgage Loan, or to
be released to the Mortgagor in accordance with the terms of the related
Mortgage Note, in accordance with the Company's normal servicing
procedures as specified in Section 4.14) shall be deposited in the
Custodial Account subject to withdrawal pursuant to Section 4.05.
43
<PAGE>
Section 4.11. Maintenance of Mortgage Impairment Insurance. In the
--------------------------------------------
event that the Company shall obtain and maintain a blanket policy insuring
against losses arising from fire and hazards covered under extended
coverage on all of the Mortgage Loans, then, to the extent such policy
provides coverage in an amount equal to the amount required pursuant to
Section 4.10 and otherwise complies with all other requirements of Section
4.10, it shall conclusively be deemed to have satisfied its obligations as
set forth in Section 4.10. Any amounts collected by the Company under any
such policy relating to a Mortgage Loan shall be deposited in the
Custodial Account subject to withdrawal pursuant to Section 4.05. Such
policy may contain a deductible clause, in which case, in the event that
there shall not have been maintained on the related Mortgaged Property a
policy complying with Section 4.10, and there shall have been a loss which
would have been covered by such policy, the Company shall deposit in the
Custodial Account at the time of such loss the amount not otherwise
payable under the blanket policy because of such deductible clause, such
amount to be deposited from the Company's funds, without reimbursement
therefor. Upon request of the Purchaser, the Company shall cause to be
delivered to the Purchaser a certified true copy of such policy and a
statement from the insurer thereunder that such policy shall in no event
be terminated or materially modified without 30 days' prior written notice
to such Purchaser.
Section 4.12. Maintenance of Fidelity Bond and Errors and Omissions
-----------------------------------------------------
Insurance. The Company shall maintain, at its own expense, a blanket
- ---------
Fidelity Bond and an Errors and Omissions Insurance Policy, with broad
coverage on all officers, employees or other persons acting in any
capacity requiring such persons to handle funds, money, documents or
papers relating to the Mortgage Loans ("Company Employees"). Any such
Fidelity Bond and Errors and Omissions Insurance Policy shall be in the
form of the Mortgage Banker's Blanket Bond and shall protect and insure
the Company against losses, including forgery, theft, embezzlement, fraud,
errors and omissions and negligent acts of such Company Employees. Such
Fidelity Bond and Errors and Omissions Insurance Policy also shall protect
and insure the Company against losses in connection with the release or
satisfaction of a Mortgage Loan without having obtained payment in full of
the indebtedness secured thereby. No provision of this Section 4.12
requiring such Fidelity Bond and Errors and Omissions Insurance Policy
shall diminish or relieve the Company from its duties and obligations as
set forth in this Agreement. The minimum coverage under any such bond and
insurance policy shall be at least equal to the corresponding amounts
required by FNMA in the FNMA Mortgage-Backed Securities Selling and
Servicing Guide or by FHLMC in the FHLMC Sellers' & Servicers' Guide.
Upon the request of the Purchaser, the Company shall cause to be delivered
to the
44
<PAGE>
Purchaser a certified true copy of such fidelity bond and insurance policy
and a statement from the surety and the insurer that such fidelity bond
and insurance policy shall in no event be terminated or materially
modified without 30 days' prior written notice to the Purchaser.
Section 4.13. Inspections. Prior to foreclosure, the Company shall
-----------
inspect the Mortgaged Property and shall conduct subsequent inspections in
accordance with Accepted Servicing Practices or as may be required by the
primary mortgage guaranty insurer. The Company shall keep a written
report of each such inspection.
Section 4.14. Restoration of Mortgaged Property. The Company need
---------------------------------
not obtain the approval of the Purchaser prior to releasing any Insurance
Proceeds or Condemnation Proceeds to the Mortgagor to be applied to the
restoration or repair of the Mortgaged Property if such release is in
accordance with Accepted Servicing Practices and the terms of the related
Mortgage Note. At a minimum, the Company shall comply with the following
conditions in connection with any such release of Insurance Proceeds or
Condemnation Proceeds:
(i) the Company shall receive satisfactory independent verification
of completion of repairs and issuance of any required approvals with
respect thereto:
(ii) the Company shall take all steps necessary to preserve the
priority of the lien of the Mortgage, including, but not limited to
requiring waivers with respect to mechanics' and materialmen's liens:
(iii) the Company shall verify that the Mortgage Loan is not in
default; and
(iv) pending repairs or restoration, the Company shall place the
Insurance Proceeds or Condemnation Proceeds in the Escrow Account.
If the Purchaser is named as an additional loss payee, the Company is
hereby empowered to endorse any loss draft issued in respect of such a
claim in the name of the Purchaser.
Section 4.15. Maintenance of Primary Mortgage Insurance; Claims.
-------------------------------------------------
With respect to each Mortgage Loan with a LTV at origination in excess of
80%, the Company shall, without any cost to the Purchaser, maintain or
cause the Mortgagor to maintain in full force and effect a Primary
Mortgage Insurance Policy issued by a mortgage insurance company
acceptable to FNMA or FHLMC, which policy shall insure that portion of the
unpaid principal
45
<PAGE>
balance of such Mortgage Loan in excess of 75% of the value of the related
Mortgaged Property.
The Company shall pay or shall cause the Mortgagor to pay the premium
thereon on a timely basis, until the LTV of such Mortgage Loan is reduced
to 80%. In the event that such Primary Mortgage Insurance Policy shall be
terminated, the Company shall obtain from another Qualified Insurer a
comparable replacement policy, with a total coverage equal to the
remaining coverage of such terminated Primary Mortgage Insurance Policy.
If the insurer shall cease to be a Qualified Insurer, the Company shall
determine whether recoveries under the Primary Mortgage Insurance Policy
are jeopardized for reasons related to the financial condition of such
insurer, it being understood that the Company shall in no event have any
responsibility or liability for any failure to recover under the Primary
Mortgage Insurance Policy for such reason. If the Company determines that
recoveries are so jeopardized, it shall notify the Purchaser and the
Mortgagor, if required, and use its best efforts to obtain from another
Qualified Insurer a replacement insurance policy. The Company shall not
take any action which would result in noncoverage under any applicable
Primary Mortgage Insurance Policy of any loss which, but for the actions
of the Company would have been covered thereunder. In connection with any
assumption or substitution agreement entered into or to be entered into
pursuant to Section 6.01, the Company shall promptly notify the insurer
under the related Primary Mortgage Insurance Policy, if any, of such
assumption or substitution of liability in accordance with the terms of
such Primary Mortgage Insurance Policy and shall take all actions which
may be required by such insurer as a condition to the continuation of
coverage under such Primary Mortgage Insurance Policy. If such Primary
Mortgage Insurance Policy is terminated as a result of such assumption or
substitution of liability, the Company shall obtain a replacement Primary
Mortgage Insurance Policy as provided above.
In connection with its activities as servicer, the Company
agrees to prepare and present, on behalf of itself and the Purchaser,
claims to the insurer under any Primary Mortgage Insurance Policy in a
timely fashion in accordance with the terms of such Primary Mortgage
Insurance Policy and, in this regard, to take such action as shall be
necessary to permit recovery under any Primary Mortgage Insurance Policy
respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any
amounts collected by the Company under any Primary Mortgage Insurance
Policy shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 4.05.
Section 4.16. Title Management and Disposition of REO Property. In
------------------------------------------------
the event that title to any Mortgaged Property is
46
<PAGE>
acquired in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be taken in the name of the Purchaser, or in the
event the Purchaser is not authorized or permitted to hold title to real
property in the state where the REO Property is located, or would be
adversely affected under the "doing business" or tax laws of such state by
so holding title, the deed or certificate of sale shall be taken in the
name of such Person or Persons as shall be consistent with an Opinion of
Counsel obtained by the Company from any attorney duly licensed to
practice law in the state where the REO Property is located. The Person
or Persons holding such title other than the Purchaser shall acknowledge
in writing that such title is being held as nominee for the Purchaser.
The Company shall manage, conserve, protect and operate each REO
Property for the Purchaser solely for the purpose of its prompt
disposition and sale. The Company, either itself or through an agent
selected by the Company, shall manage, conserve, protect and operate the
REO Property in the same manner that it manages, conserves, protects and
operates other foreclosed property for its own account, and in the same
manner that similar property in the same locality as the REO Property is
managed. The Company shall attempt to sell the same (and may temporarily
rent the same for a period not greater than one year, except as otherwise
provided below) on such terms and conditions as the Company deems to be in
the best interest of the Purchaser
The Company shall dispose of any REO Property as soon as possible and
shall sell such REO Property in any event within two years after title has
been taken to such REO Property, unless (i) the Purchaser shall have been
supplied with an Opinion of Counsel to the effect that the holding by the
Trust of such Mortgaged Property subsequent to such two-year period (and
specifying the period beyond such two-year period for which the Mortgaged
Property may be held) will not result in the imposition of taxes on
"prohibited transactions" of the Trust as defined in section 860F of the
Code, or cause the related REMIC to fail to qualify as a REMIC, in which
case the Trust may continue to hold such Mortgaged Property (subject to
any conditions contained in such Opinion of Counsel), or (ii) the
Purchaser (at the Company's expense) or the Company shall have applied
for, prior to the expiration of such two-year period, an extension of such
two-year period in the manner contemplated by section 856(e)(3) of the
Code, in which case the two-year period shall be extended by the
applicable period. If a period longer than two years is permitted under
the foregoing sentence and is necessary to sell any REO Property, (i) the
Company shall report monthly to the Purchaser as to the progress being
made in selling such REO Property and (ii) if, with the written consent of
the Purchaser, a purchase money mortgage is taken in connection with such
sale,
47
<PAGE>
such purchase money mortgage shall name the Company as mortgagee, and such
purchase money mortgage shall not be held pursuant to this Agreement, but
instead a separate participation agreement between the Company and
Purchaser shall be entered into with respect to such purchase money
mortgage.
Notwithstanding any other provision of this Agreement, no Mortgaged
Property held by a REMIC shall be rented (or allowed to continue to be
rented) or otherwise used for the production of income by or on behalf of
the Trust or sold in such a manner or pursuant to any terms that would (i)
cause such Mortgaged Property to fail to qualify at any time as
"foreclosure property" within the meaning of section 860G(a)(8) of the
Code, (ii) subject the Trust to the imposition of any federal or state
income taxes on "net income from foreclosure property" with respect to
such Mortgaged Property within the meaning of section 860G(c) of the Code,
or (iii) cause the sale of such Mortgaged Property to result in the
receipt by the Trust of any income from non-permitted assets as described
in section 860F(a)(2)(B) of the Code, unless the Company has agreed to
indemnify and hold harmless the Trust with respect to the imposition of
any such taxes.
The Company shall also maintain on each REO Property fire and hazard
insurance with extended coverage in amount which is at least equal to the
maximum insurable value of the improvements which are a part of such
property, liability insurance and, to the extent required and available
under the Flood Disaster Protection Act of 1973, as amended, flood
insurance in the amount required above.
The disposition of REO Property shall be carried out by the Company
at such price, and upon such terms and conditions, as the Company deems to
be in the best interests of the Purchaser. The proceeds of sale of the
REO Property shall be promptly deposited in the Custodial Account. As
soon as practical thereafter the expenses of such sale shall be paid and
the Company shall reimburse itself for any related unreimbursed Servicing
Advances, unpaid Servicing Fees and unreimbursed Monthly Advances made
pursuant to Section 5.03, and on the Remittance Date immediately following
the Prepayment Period in which such sale proceeds are received the net
cash proceeds of such sale remaining in the Custodial Account shall be
distributed to the Purchaser.
The Company shall withdraw from the Custodial Account funds necessary
for the proper operation, management and maintenance of each REO Property,
including the cost of maintaining any hazard insurance pursuant to Section
4.10 and the fees of any managing agent of the Company or the Company
itself. The REO management fee shall be an amount that is reasonable and
customary in the
48
<PAGE>
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 Company shall furnish to
the Purchaser on or before the Remittance Date each month a statement with
respect to any REO Property covering the operation of such REO Property
for the previous month and the Company's efforts in connection with the
sale of such REO Property and any rental of such REO Property incidental
to the sale thereof for the previous month. That statement shall be
accompanied by such other information as the Purchaser shall reasonably
request.
Section 4.18. Liquidation Reports. Upon the foreclosure sale of any
-------------------
Mortgaged Property or the acquisition thereof by the Purchaser pursuant to
a deed in lieu of foreclosure, the Company shall submit to the Purchaser a
liquidation report with respect to such Mortgaged Property.
Section 4.19. Reports of Foreclosures and Abandonments of Mortgaged
-----------------------------------------------------
Property. Following the foreclosure sale or abandonment of any Mortgaged
- --------
Property, the Company shall report such foreclosure or abandonment as
required pursuant to Section 6050J of the Code.
ARTICLE V
PAYMENTS TO PURCHASER
---------------------
Section 5.01. Remittances. On each Remittance Date the Company
-----------
shall remit by wire transfer of immediately available funds to the
Purchaser the sum of (a) all amounts deposited in the Custodial Account as
of the close of business on the Determination Date (net of charges against
or withdrawals from the Custodial Account pursuant to Section 4.05) and
not remitted to the Purchaser on previous Remittance Dates, and (b) all
amounts, if any, which the Company 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, (iii) any amounts attributable to Monthly Payments collected but
due on a Due Date
49
<PAGE>
or Dates subsequent to the related Due Period, and (iv) if the Company is
the Servicer hereunder on such Remittance Date, an amount equal to the
Excess Strip Amount (as reduced by any Net Prepayment Interest Shortfalls,
if any, allocable thereto) for the next succeeding Distribution Date.
With respect to any remittance received by the Purchaser after the
second Business Day following the Remittance Date on which such payment
was due, the Company shall pay to the Purchaser interest on any such late
payment at an annual rate equal to the Prime Rate, adjusted as of the date
of each change, but in no event greater than maximum amount permitted by
applicable law. Such interest shall be deposited in the Custodial Account
by the Company on the date such late payment is made and shall cover the
period commencing with the day following such second Business Day and
ending with the Business Day on which such payment is made, both
inclusive. Such interest shall be remitted along with the distribution
payable on the next succeeding Remittance Date. The payment by the
Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company.
Section 5.02. Statements to Purchaser. Not later than the
-----------------------
Remittance Date, the Company shall furnish to the Purchaser a Monthly
Remittance Advice, with a trial balance report attached thereto, in the
form of Exhibit F annexed hereto, and an electronic tape, computer
diskette or other electronic data transmission in a format agreed to by
the Company and the Purchaser, containing the information set forth in
Exhibit G hereto, as to the preceding remittance and the period ending on
the preceding Determination Date.
In addition, not more than 90 days after the end of each calendar
year, the Company shall furnish to the Trustee an annual statement in
accordance with the requirements of applicable federal income tax law as
to the aggregate of remittances for the applicable portion of such year.
Such obligation of the Company shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided
by the Company pursuant to any requirements of the Code as from time to
are in force.
The Company shall prepare and file any and all tax returns,
information statements or other filings relating to the period of time
prior to the sale of the Mortgage Loans by the Company to the Purchaser
required to be delivered to any governmental taxing authority pursuant to
any applicable law with respect to the Mortgage Loans. In addition, the
Company shall provide the Purchaser with such information concerning the
Mortgage Loans as
50
<PAGE>
is necessary for the Purchaser to prepare its federal income tax returns.
Section 5.03. Monthly Advances by Company. On the Business Day
---------------------------
immediately preceding each Remittance Date, the Company shall deposit in
the Custodial Account from its own funds an amount equal to all Monthly
Payments (with interest adjusted to the Remittance Rate) which were due on
the Mortgage Loans during the applicable Due Period and which were
delinquent at the close of business on the immediately preceding
Determination Date or which were deferred pursuant to Section 4.01. The
Company's obligation to make such Monthly Advances as to any Mortgage Loan
will continue through the last Monthly Payment due prior to the payment in
full of the Mortgage Loan, or through the last Remittance Date prior to
the Remittance Date for the distribution of all Liquidation Proceeds and
other payments or recoveries (including Insurance Proceeds and
Condemnation Proceeds) with respect to the Mortgage Loan; provided,
however, that the Company shall not be obligated to make any Monthly
Advance to the extent that, in its reasonable judgement, the Company
determines that such Monthly Advance will not be ultimately recoverable by
it either out of late payments by the Mortgagor, Liquidation Proceeds,
Insurance Proceeds or otherwise, such determination (and any determination
by the Company that it had made a Nonrecoverable Advance) to be certified
by the Company by delivery of an Officer's Certificate substantially in
the form of Exhibit H hereto to the Purchaser on or prior to the Business
Day preceding the related Remittance Date.
ARTICLE VI
GENERAL SERVICING PROCEDURES
----------------------------
Section 6.01. Transfers of Mortgaged Property. The Company shall
-------------------------------
use its best efforts to enforce any "due-on-sale" provision contained in
any Mortgage or Mortgage Note and to deny assumption by the person to whom
the Mortgaged Property has been or is about to be sold whether by absolute
conveyance or by contract of sale, and whether or not the Mortgagor
remains liable on the Mortgage and the Mortgage Note. When the Mortgaged
Property has been conveyed by the Mortgagor, the Company shall, to the
extent it has knowledge of such conveyance, exercise its rights to
accelerate the maturity of such Mortgage Loan under the "due-on-sale"
clause applicable thereto, provided, however, that the Company shall not
exercise such rights if prohibited by law from doing so or if the exercise
of such rights will impair or threaten to impair any recovery under the
related Primary Mortgage Insurance Policy, if any.
51
<PAGE>
If the Company reasonably believes it is unable under applicable law
to enforce such "due-on-sale" clause, the Company shall enter into (i) an
assumption and modification agreement with the person to whom such
property has been conveyed, pursuant to which such person becomes liable
under the Mortgage Note and the original Mortgagor remains liable thereon
or (ii) in the event the Company is unable under applicable law to require
that the original Mortgagor remain liable under the Mortgage Note and the
Company has the prior consent of the primary mortgage guaranty insurer, a
substitution of liability agreement with the purchaser of the Mortgaged
Property pursuant to which the original Mortgagor is released from
liability and the purchaser of the Mortgaged Property is substituted as
Mortgagor and becomes liable under the Mortgage Note. If an assumption
fee is collected by the Company for entering into an assumption agreement,
a portion of such fee, up to an amount equal to one-half of one percent
(0.5%) of the outstanding principal balance of the related Mortgage Loan,
will be retained by the Company as additional servicing compensation, and
any portion thereof in excess of one-half of one percent (0.5%) shall be
deposited in the Custodial Account for the benefit of the Purchaser. In
connection with any such assumption, neither the Mortgage Interest Rate
borne by the related Mortgage Note, the term of the Mortgage Loan nor the
outstanding principal amount of the Mortgage Loan shall be changed.
To the extent that any Mortgage Loan is assumable, the Company shall
inquire diligently into the creditworthiness of the proposed transferee,
and shall use the underwriting criteria for approving the credit of the
proposed transferee which are used by the Company with respect to
underwriting mortgage loans of the same type as the Mortgage Loans. If
the credit of the proposed transferee does not meet such underwriting
criteria, the Company diligently shall, to the extent permitted by the
Mortgage or the Mortgage Note and by applicable law, accelerate the
maturity of the Mortgage Loan.
Section 6.02. Satisfaction of Mortgages and Release of Mortgage
-------------------------------------------------
Files. Upon the payment in full of any Mortgage Loan, or the receipt by
- -----
the Company of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Company shall notify the Purchaser
in the Monthly Remittance Advice as provided in Section 5.02, and may
request the release of any Mortgage Loan Documents.
If the Company satisfies or releases a Mortgage without first having
obtained payment in full of the indebtedness secured by the Mortgage or
should the Company otherwise prejudice any rights the Purchaser may have
under the mortgage instruments, upon written demand of the Purchaser, the
Company shall
52
<PAGE>
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 Company shall maintain the Fidelity
Bond and Errors and Omissions Insurance Policy as provided for in Section
4.12 insuring the Company against any loss it may sustain with respect to
any Mortgage Loan not satisfied in accordance with the procedures set
forth herein.
Section 6.03. Servicing Compensation. As compensation for its
----------------------
services hereunder, the Company shall be entitled to withdraw from the
Custodial Account or to retain from interest payments on the Mortgage
Loans, subject to Section 4.04(viii), the amount of its Servicing Fee,
less any amounts payable by the Company pursuant to Section 4.04(viii).
The Servicing Fee shall be payable monthly and shall be computed on the
basis of the same unpaid principal balance and for the period as to which
any related interest payment on a Mortgage Loan is computed. The
Servicing Fee shall be payable only at the time of and with respect to
those Mortgage Loans for which payment is in fact made of the entire
amount of the Monthly Payment. The obligation of the Purchaser to pay the
Servicing Fee is limited to, and payable solely from, the interest portion
of such Monthly Payments collected by the Company.
Additional servicing compensation in the form of assumption fees, to
the extent provided in Section 6.01, and late payment charges shall be
retained by the Company to the extent not required to be deposited in the
Custodial Account. The Company shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder and
shall not be entitled to reimbursement thereof except as specifically
provided for herein.
Section 6.04. Annual Statement as to Compliance. The Company shall
---------------------------------
deliver to the Purchaser, on or before March 31 of each year beginning
March 31, 1997, an Officer's Certificate, stating that (i) a review of the
activities of the Company during the preceding calendar year and of
performance under this Agreement has been made under such officer's
supervision, and (ii) the Company has complied fully with the provisions
of Article II and Article IV, and (iii) to the best of such officer's
knowledge, based on such review, the Company has fulfilled all its
obligations under this Agreement throughout such year, or, if there has
been a default in the fulfillment of any such obligation, specifying each
such default known to such officer and the nature and status thereof and
the action being taken by the Company to cure such default.
Section 6.05. Annual Independent Public Accountants' Servicing
------------------------------------------------
Report. On or before March 31 of each year beginning
- ------
53
<PAGE>
March 31, 1997, the Company, at its expense, shall cause a firm of
independent public accountants which is a member of the American Institute
of Certified Public Accountants to furnish a statement to the Purchaser to
the effect that such firm has examined certain documents and records
relating to the servicing by the Company of mortgage loans similar to the
Mortgage Loans, and the Mortgage Loans, under agreements similar to this
Agreement, and under this Agreement, and that such firm is of the opinion
that the provisions of Article II and Article IV have been complied with,
and that, on the basis of such examination conducted substantially in
compliance with the Single Attestation Program for Mortgage Bankers,
nothing has come to their attention which would indicate that such
servicing has not been conducted in compliance therewith, except for (i)
such exceptions as such firm shall believe to be immaterial, and (ii) such
other exceptions as shall be set forth in such statement.
Section 6.06. Right to Examine Company Records. The Purchaser shall
--------------------------------
have the right to examine and audit any and all of the books, records, or
other information of the Company, whether held by the Company or by
another on its behalf, with respect to or concerning this Agreement or the
Mortgage Loans, during normal business hours, upon reasonable advance
notice. Any such examination or audit shall not be an expense of the
Company.
ARTICLE VII
COMPANY TO COOPERATE
--------------------
Section 7.01. Provision of Information. During the term of this
------------------------
Agreement, the Company shall furnish to the Purchaser such periodic,
special, or other reports or information and copies or originals of any
documents contained in the Servicing File for each Mortgage Loan, whether
or not provided for herein, as shall be necessary, reasonable, or
appropriate with respect to the Purchaser, any regulatory requirement
pertaining to the Purchaser or the purposes of this Agreement. All such
reports, documents or information shall be provided by and in accordance
with all reasonable instructions and directions which the Purchaser may
give.
The Company shall execute and deliver all such instruments and take
all such action as the Purchaser may reasonably request from time to time,
in order to effectuate the purposes and to carry out the terms of this
Agreement.
Section 7.02. Financial Statements; Servicing Facility. The Company
----------------------------------------
shall furnish promptly to the Purchaser the Company's
54
<PAGE>
annual report for the most recently completed two fiscal years. The
Company also shall make available any comparable interim statements to the
extent any such statements have been prepared by or on behalf of the
Company (and are available upon request to members or stockholders of the
Company or to the public at large).
The Company also shall make available to the Purchaser or a
knowledgeable financial or accounting officer for the purpose of answering
questions respecting recent developments affecting the Company or the
financial statements of the Company.
55
<PAGE>
ARTICLE VIII
THE COMPANY
-----------
Section 8.01. Indemnification; Third Party Claims. The Company
-----------------------------------
shall indemnify the Purchaser and hold it harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs,
fees and expenses that the Purchaser may sustain as a result of the
failure of the Company to perform its duties and service the Mortgage
Loans in strict compliance with the terms of this Agreement. The Company
immediately shall notify the Purchaser if a claim is made by a third party
with respect to this Agreement or the Mortgage Loans, assume (with the
prior written consent of the Purchaser) the defense of any such claim and
pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or the Purchaser in respect of such claim. The Company
shall follow any written instructions received from the Purchaser in
connection with such claim. The Purchaser promptly shall reimburse the
Company (or, at the Company's option, the Company shall be reimbursed out
of the Custodial Account as provided in Section 4.05) for all amounts
advanced by it pursuant to the preceding sentence except when the claim
results from the failure of the Company to service and administer the
Mortgage Loans in strict compliance with the terms of this Agreement.
Section 8.02. Merger or Consolidation of the Company. Except as set
--------------------------------------
forth in the following paragraph, the Company shall keep in full effect
its existence, rights and franchises as a corporation, and shall obtain
and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement or any of the
Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or
any corporation resulting from any merger, conversion or consolidation to
which the Company shall be a party, or any Person succeeding to the
business of the Company, shall be the successor of the Company hereunder,
without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding, provided, however, that the successor or surviving
Person, at the time of such merger or consolidation, shall be an
institution (i) having a net worth of not less than $15,000,000, and (ii)
which is a FNMA approved servicer in good standing.
56
<PAGE>
Section 8.03. Limitation on Liability of Company and Others.
---------------------------------------------
Neither the Company nor any of the directors, officers, employees or
agents of the Company shall be under any liability to the Purchaser for
any action taken, or for refraining from the taking of any action, in good
faith pursuant to this Agreement, or for errors in judgment, provided,
however, that this provision shall not protect the Company or any such
person against any breach of warranties or representations made herein, or
failure to perform its obligations in strict compliance with any standard
of care set forth in this Agreement, or any liability which would,
otherwise be imposed by reason of any breach of the terms and conditions
of this Agreement. The Company and any director, officer, employee or
agent of the Company may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. The Company shall not be under any obligation
to appear in, prosecute or defend any legal action which is not incidental
to its duties to service the Mortgage Loans in accordance with this
Agreement and which in its opinion may cause it to incur any expense or
liability, provided, however, that the Company 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 shall be entitled to reimbursement from the
Purchaser of the reasonable legal expenses and costs of such action and
any liability resulting therefrom (or, at the Company's option, the
Company 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.
Section 8.04. Limitation on Resignation and Assignment by Company.
---------------------------------------------------
The Purchaser has entered into this Agreement with the Company in reliance
upon the independent status of the Company, and the representations as to
the adequacy of its servicing facilities, plant, personnel, records and
procedures, its integrity, reputation and financial standing, and the
continuance thereof. Therefore, the Company shall neither assign its
rights under this Agreement or the servicing hereunder or delegate its
rights or duties hereunder or any portion thereof (to other than the
Subservicer) for a period of two years following the Closing Date, or sell
or otherwise dispose of all or substantially all of its property or assets
without, in each case, the prior written consent of the Purchaser, which
consent, in the case of an assignment of rights or delegation of duties,
shall be granted or withheld in the sole discretion of the Purchaser, and
which consent, in the case of a sale or disposition of all or
substantially all of the property or assets of the Company, shall not be
unreasonably withheld; provided, that in each case, there
57
<PAGE>
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 Company 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, 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)
prior to the effective date of such transfer of servicing, the Servicer shall
transmit to any related insurer notification of such transfer of servicing;
(C) on or prior to the effective date of such transfer of servicing, the
Servicer shall deliver to the successor servicer all Mortgage Loan Documents
and any related records or materials; (D) on or prior to the effective date
of such transfer of servicing, the Servicer shall transfer to the successor
servicer all funds held by the Servicer in
respect of the Mortgage Loans; (E) on or prior to the effective date of such
transfer of servicing, the Servicer shall remit to the Purchaser the amount
of any Monthly Advance made by the Servicer on any
58
<PAGE>
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 prior Servicer shall, after the effective date of the transfer of
servicing to the successor servicer, continue to forward to such successor
servicer, within one Business Day of receipt, the amount of any payments or
other recoveries received by the prior Servicer, and the prior Servicer
shall notify the successor servicer of the source and proper application of
each such payment or recovery; (G) the prior 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.
The Company shall not resign from the obligations and duties hereby
imposed on it except by mutual consent of the Company and the Purchaser or
upon the determination that its duties hereunder are no longer permissible
under applicable law and such incapacity cannot be cured by the Company.
Any such determination permitting the resignation of the Company shall be
evidenced by an Opinion of Counsel to such effect delivered to the
Purchaser which Opinion of Counsel shall be in form and substance
reasonably acceptable to the Purchaser. No such resignation shall become
effective until a successor shall have assumed the Company's
responsibilities and obligations hereunder in the manner provided in
Section 11.01.
Without in any way limiting the generality of this Section 8.04, in
the event that the Company either shall assign this Agreement or the
servicing responsibilities hereunder or delegate its duties hereunder or
any portion thereof (to other than the Subservicer) or sell or otherwise
dispose of all or substantially all of its property or assets, without the
prior written consent of the Purchaser, then the Purchaser shall have the
right to terminate this Agreement upon notice given as set forth in
Section 9.01, without any payment of any penalty or damages and without
any liability whatsoever to the Company or any third party.
ARTICLE IX
DEFAULT
-------
Section 9.01. Events of Default. Each of the following shall
-----------------
constitute an Event of Default on the part of the Company:
(i) any failure by the Company to remit to the Purchaser any
payment required to be made under the terms of this Agreement
59
<PAGE>
which continues unremedied for a period of three Business Days after the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been received by the Company from the Purchaser; or
(ii) failure by the Company duly to observe or perform in any
material respect any other of the covenants or agreements on the part of
the Company set forth in this Agreement which continues unremedied for a
period of 30 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Company by
the Purchaser; or
(iii) failure by the Company to maintain any license required to do
business in any jurisdiction where a Mortgaged Property is located, 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 Company and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(v) the Company shall consent to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or
relating to the Company or of or relating to all or substantially all of
its property; or
(vi) the Company shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of
any applicable insolvency, bankruptcy or reorganization statute, make an
assignment for the benefit of its creditors, voluntarily suspend payment
of its obligations or cease its normal business operations for three
Business Days; or
(vii) the Company and each of its affiliates cease to qualify as a
FNMA seller/servicer, which failure continues for a period of time longer
than is deemed reasonable under the circumstances by the Purchaser: or
(viii) the Company attempts to assign its right to servicing
compensation hereunder without satisfying the requirements of Section 8.04
or the Company attempts, without the consent of the Purchaser, to sell or
otherwise dispose of all or substantially
60
<PAGE>
all of its property or assets (other than in compliance with Section 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 Section 8.04.
In each and every such case, so long as an Event of Default shall not
have been remedied (within, if applicable, the period specified), in
addition to whatsoever rights the Purchaser may have at law or equity to
damages, including injunctive relief and specific performance, the
Purchaser, by notice in writing to the Company, 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 Company under this
Agreement and in and to the Mortgage Loans and the proceeds thereof.
Upon receipt by the Company of such written notice, all authority and
power of the Company under this Agreement, whether with respect to the
Mortgage Loans or otherwise, shall pass to and be vested in the successor
appointed pursuant to Section 11.01. Upon written request from any
Purchaser, the Company shall prepare, execute and deliver to the successor
entity designated by the Purchaser any and all documents and other
instruments, place in such successor's possession all Mortgage Files, and
do or cause to be done all other acts or things necessary or appropriate
to effect the purposes of such notice of termination, including but not
limited to the transfer and endorsement or assignment of the Mortgage
Loans and related documents, at the Company's sole expense. The Company
shall cooperate with the Purchaser and such successor in effecting the
termination of the Company's responsibilities and rights hereunder,
including without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be
credited by the Company to the Custodial Account or Escrow Account or
thereafter received with respect to the Mortgage Loans.
Section 9.02. Waiver of Defaults. By a written notice, the
------------------
Purchaser may waive any default by the Company in the performance of its
obligations hereunder and its consequences. Upon any waiver of a past
default, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been remedied for every purpose
of this Agreement. No such waiver shall extend to any subsequent or other
default or impair any right consequent thereon except to the extent
expressly so waived.
61
<PAGE>
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; (ii) mutual consent of the Company
and the Purchaser in writing; or (iii) upon exercise by the Company of its
option to repurchase the Mortgage Loans and related property pursuant to
Section 11.13..
ARTICLE XI
MISCELLANEOUS PROVISIONS
------------------------
Section 11.01. Successor to Company. Prior to termination of the
--------------------
Company's responsibilities and duties under this Agreement pursuant to
Sections 8.04, 9.01 or 10.01, the Purchaser shall (i) succeed to and
assume all of the Company's responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor having the
characteristics set forth in clauses (i) and (ii) of Section 8.02 which
shall succeed to all rights and assume all of the responsibilities, duties
and liabilities of the Company under this Agreement prior to the
termination of Company's responsibilities, duties and liabilities under
this Agreement. In connection with such appointment and assumption, the
Purchaser may make such arrangements for the compensation (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 Company's
duties, responsibilities and liabilities under this Agreement should be
terminated pursuant to the aforementioned sections, the Company shall
discharge such duties and responsibilities during the period from the date
it acquires knowledge of such termination until the effective date thereof
with the same degree of diligence and prudence which it is obligated to
exercise under this Agreement, and shall take no action whatsoever that
might impair or prejudice the rights or financial condition of its
successor. The resignation or removal of the Company pursuant to the
aforementioned sections shall not become effective until a successor shall
be appointed pursuant to this Section 11.01 and shall in no event relieve
the Company of the representations and warranties made pursuant to
Sections 3.01 and 3.02 and the remedies available to the Purchaser under
Section 3.03, it being understood and agreed that the provisions of such
Sections 3.01, 3.02, and 3.03 shall be applicable to the Company
notwithstanding
62
<PAGE>
any such sale, assignment, resignation or termination of the Company, or
the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge
and deliver to the Company and to the Purchaser an instrument accepting
such appointment, wherein the successor shall make the representations and
warranties set forth in Section 3.01, except for subsections (i), (j), (k)
and (l) thereof, whereupon such successor shall become fully vested with
all the rights, powers, duties, responsibilities, obligations and
liabilities of the Company, with like effect as if originally named as a
party to this Agreement. Any termination or resignation of the Company or
termination of this Agreement pursuant to Section 8.04, 9.01, 10.01 or
10.02 shall not affect any claims that any Purchaser may have against the
Company arising out of the Company's actions or failure to act prior to
any such termination or resignation.
The Company shall deliver promptly to the successor servicer the
Funds in the Custodial Account, REO Account and Escrow Account and all
Mortgage Files and related documents and statements held by it hereunder
and the Company shall account for all funds and shall execute and deliver
such instruments and do such other things as may reasonably be required to
more fully and definitively vest in the successor all such rights, powers,
duties, responsibilities, obligations and liabilities of the Company.
Section 11.02. Amendment. Capitalized terms used in this Section
---------
11.02 but not defined in this Agreement shall have the meanings assigned
to them in the Trust Agreement.
(a) This Agreement may be amended from time to time by the Company
and the Purchaser (i) to cure any ambiguity, (ii) to correct or supplement
any provision herein which may be inconsistent with any other provisions
herein, (iii) to make any other provisions, with respect to matters or
questions arising under this Agreement or (iv) to add, delete, or amend
any provisions to the extent necessary or desirable to comply with any
requirements imposed by the Code and the REMIC Provisions. No such
amendment effected pursuant to the preceding sentence shall, as evidenced
by an Opinion of Counsel, adversely affect the status of any REMIC created
pursuant to the Trust Agreement, nor shall such amendment effected
pursuant to clause (iii) of such sentence adversely affect in any material
respect the interests of any Holder of any Certificates issued by the
Trust. Prior to entering into any amendment pursuant to this paragraph,
the Purchaser may require an Opinion of Counsel (at the expense of the
party requesting such amendment) to the effect that such amendment is
permitted under this paragraph. Any such amendment
63
<PAGE>
shall be deemed not to adversely affect in any material respect any Holder
of Certificates, if the Purchaser receives written confirmation from each
Rating Agency that such amendment will not cause such Rating Agency to
reduce the then current rating assigned to the Certificates (and any
Opinion of Counsel requested by the Trustee in connection with any such
amendment may rely expressly on such confirmation as the basis therefor).
(b) This Agreement may also be amended from time to time by the
Company and the Purchaser with the consent of the Holders of not less than
66-2/3% of the Aggregate Certificate Principal Amount of each Class of
Certificates affected thereby for the purpose of adding any provisions to
or changing in any manner or deleting any of the provisions of this
Agreement or of modifying in any manner the rights of the Holders (except
as such additions, changes, deletions or modifications may be permitted
under Section 11.02(a) above); provided, however, that no such amendment
shall be made unless the Purchaser receives an Opinion of Counsel, at the
expense of the party requesting the change, that such change will not
adversely affect the status of any REMIC created pursuant to the Trust
Agreement as a REMIC or cause a tax to be imposed on any such REMIC.
Section 11.03. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
APPLIED IN SUCH STATE.
Section 11.04. Duration of Agreement. This Agreement shall continue
---------------------
in existence and effect until terminated as herein provided, except that
Sections 3.01, 3.02, 8.01 and 8.03 shall survive such termination. This
Agreement shall remain in full force and effect notwithstanding transfers
of the Mortgage Loans by the Purchaser or any subsequent transferee.
Section 11.05. Notices. All demands, notices and communications
-------
hereunder shall be in writing and shall be deemed to have been duly given
if personally delivered at or mailed by registered mail, postage prepaid,
addressed as follows, or to such other address as either party (or its
assignee or any subsequent assignee thereof, in the case of the Purchaser)
may designate by notice to the other party:
64
<PAGE>
(i) if to the Company:
Chemical Bank
c/o Chase Manhattan Mortgage Corporation
343 Thornall Street
Edison, New Jersey 08837
Attention: Structured Finance
with a copy to:
Chase Manhattan Mortgage Corporation
200 Old Wilson Bridge Road
Worthington, Ohio 43085
Attention: Investor Relations
or such other address as may hereafter be furnished to the Purchaser in
writing by the Company;
(ii) if to the Purchaser:
Lehman Capital, A Division of
Lehman Brothers Holdings Inc.
200 Vesey Street
New York, New York 10285
Attention:
with a copy to:
John Arnholz
Brown & Wood
815 Connecticut Avenue, N.W.
Suite 701
Washington, D.C. 20006
Section 11.06. Severability of Provisions. If any one or more of the
--------------------------
covenants, agreements, provisions or terms of this Agreement shall be held
invalid for any reason whatsoever, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity or enforceability of the other provisions of
this Agreement.
Section 11.07. Relationship of Parties. Nothing herein contained
-----------------------
shall be deemed or construed to create a partnership or joint venture
between the parties hereto and the services of the Company shall be
rendered as an independent contractor and not as agent for the Purchaser.
Section 11.08. Execution; Successors and Assigns. This Agreement may
---------------------------------
be executed in one or more counterparts and by the
65
<PAGE>
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together,
shall constitute one and the same agreement. This Agreement shall inure
to the benefit of and be binding upon the Company and the Purchaser and
their respective successors and assigns.
Section 11.09. Recordation of Assignments of Mortgage. To the extent
--------------------------------------
permitted by applicable law, each of the Assignments of Mortgage is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any
of the Mortgaged Properties is situated, and in any appropriate public
recording office or elsewhere, such recordation to be effected at the
Purchaser's expense in the event recordation is either necessary under
applicable law or requested by the Purchaser at its sole option.
Section 11.10. Assignment by Purchaser. The Purchaser shall have the
-----------------------
right, without the consent of the Company, to assign, in whole or in part,
its interest under this Agreement with respect to the Mortgage Loans
(other than any rights of the Purchaser under Section 11.12) to the
Depositor, which in turn shall assign its interest under this Agreement
with respect to the Mortgage Loans to the Trustee, and the Trustee shall
succeed to all rights of the Purchaser under this Agreement. All
references to the Purchaser in this Agreement (other than in Section
11.12) shall be deemed to include its assignee or designee and any
subsequent assignee, specifically including the Trustee.
Section 11.11. No Solicitation. From and after the date of execution
---------------
of this Agreement, the Company agrees that it will not take any action or
permit or cause any action to be taken, to solicit any Mortgagor to
refinance a Mortgage Loan, in full or in part, without the prior written
consent of the Purchaser. Notwithstanding the foregoing, it is understood
and agreed that promotions undertaken by the Company or any affiliate of
the Company that are directed to segments of the general public at large,
including, without limitation, mass mailings based on commercially
acquired mailing lists, newspaper, radio and television advertisements
shall not constitute solicitation under this Section 11.11. This Section
11.11 shall not be deemed to preclude solicitation for any other financial
products or services.
Section 11.12. Reconstitution. The Company understands and agrees
--------------
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 agrees to review and adhere to the terms of any
agreements that may be required to facilitate such securitization, it
being understood that any such
66
<PAGE>
agreements will not impose upon the Company any obligations more
burdensome than those contained in this Agreement, and to provide and
execute such certificates, legal opinions and other documents as may be
necessary to facilitate such securitization.
The Company shall not reveal to any party, without the written
consent of Lehman Capital, the price paid to the Company by Lehman Capital
for the Mortgage Loans, except to the extent that it is appropriate for
the Company to reveal such information to its legal counsel, its auditors,
and taxing authorities or other governmental authorities.
The Company agrees that, not withstanding 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.
Section 11.13. Optional Repurchase. On any Distribution Date (as
-------------------
defined in the Trust Agreement) after the date on which the aggregate
Scheduled Principal Balance (as defined in the Trust Agreement) of the
Mortgage Loans is less than 5% of the aggregate Principal Balance of the
Mortgage Loans as of the Cut-off Date, the Company may, by notification to
the Trustee, exercise its option to purchase all of the property of the
Trust Fund (as defined in the Trust Agreement) for a price equal to the
sum of (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 Interest Rate with respect to each Mortgage Loan to the Due Date
immediately preceding the date of such repurchase, and (ii) the fair
market value of any REO Property and any other property held by the Trust
Fund, such fair market value to be determined by an appraiser or
appraisers mutually agreed upon by the Company and the Trustee. Any such
repurchase shall be effected in strict compliance with the provisions of
the Trust Agreement.
If by the first Distribution Date in the calendar year immediately
following the calendar year during which the Company first has the right
to exercise its option to repurchase the Mortgage Loans and other property
of the Trust Fund as described above the Company has failed to do so, the
Depositor may effect such purchase on any subsequent Distribution Date.
67
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.
LEHMAN CAPITAL, A DIVISION OF
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Michael J. O'Hanlon
-----------------------------------------
Name: Michael J. O'Hanlon
Title: Vice President
CHEMICAL BANK
By: /s/ Robert J. Kent
-----------------------------------------
Name: Robert J. Kent
Title: Authorized Representative
68
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 21st day of May, 1996 before me, a Notary Public in and for
said State, personally appeared Michael J. O'Hanlon, known to me to be
Vice President of Lehman Capital, A Division of Lehman Brothers Holdings
Inc., the corporation that executed the within instrument and also known
to me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office
seal the day and year in this certificate first above written.
/s/ Maryann Bielfeld
--------------------------------------------
Notary Public
My Commission expires 10/21/97
----------------------
69
<PAGE>
STATE OF NEW JERSEY )
) ss.:
COUNTY OF MIDDLESEX )
On the 21st day of May, 1996 before me, a Notary Public in and for
said State, personally appeared Robert J. Kent, known to me to be Vice
President of Chemical Bank, the corporation that executed the within
instrument and also known to me to be the person who executed it on behalf
of said corporation, and acknowledged to me that such corporation executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office
seal the day and year in this certificate first above written.
/s/ Margaret S. Wien
--------------------------------------------
Notary Public
My Commission expires 8/23/97
----------------------
70
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
1
<PAGE>
EXHIBIT B
(Reserved)
1
<PAGE>
EXHIBIT C-1
MORTGAGE LOAN DOCUMENTS
The Mortgage Loan Documents for each Mortgage Loan shall include each
of the following items, which shall be delivered to the Purchaser 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 other than the Mortgage Loans
identified on Schedule I hereto, the original Mortgage Note endorsed without
recourse in proper form as follows: "Pay to the order of Norwest Bank
Minnesota, N.A., as Trustee under a Trust Agreement dated as of May 1, 1996,
between Structured Asset Securities Corporation, as Depositor, and the
Trustee relating to Structured Asset Securities Corporation Mortgage Pass-
Through Certificates, Series 1996-2, without recourse" (in each case, with
all necessary intervening endorsements as applicable); in
the case of each Mortgage Loan identified on Schedule I hereto, a Lost Note
Affidavit substantially in the form of Exhibit I;
2. the original of any guarantee executed in connection with the
Mortgage Note;
3. In the case of each Mortgage Loan other than a Cooperative Loan,
the original recorded Mortgage with evidence of recording indicated thereon.
If, in connection with any Mortgage Loan, the Company cannot deliver the
Mortgage with evidence of recording thereon on or prior to the
Closing Date because of a delay caused by the public recording office where
such Mortgage has been delivered for recordation or because such Mortgage has
been lost, the Company shall deliver or cause to be delivered
to the Trustee (or its custodian), in the case of a delay due to
recording, a true copy of such Mortgage, pending delivery of the original
thereof, together with an Officer's Certificate of the Company certifying
that the copy of such Mortgage delivered to the Trustee (or its custodian)
is a true copy and that the original of such Mortgage has been forwarded to
the public recording office, or, in the case of a Mortgage that has been lost
(other than a Mortgage Loan identified on Schedule I hereto), a copy thereof
(certified as provided for under the laws of the appropriate jurisdiction)
and a written Opinion of Counsel acceptable to the Trustee
1
<PAGE>
and the Company that an original recorded Mortgage is not
required to enforce the Trustee's interest in the Mortgage Loan;
In the case of a Cooperative Loan, the originals of the following
documents or instruments:
(a) The Cooperative Shares, together with a stock power in
blank;
(b) The original executed Security Agreement and the
assignment of the Security Agreement endorsed in blank;
(c) The original executed Proprietary Lease and the
assignment of the Proprietary Lease endorsed in blank;
(d) The original executed Recognition Agreement and the
assignment of the Recognition Agreement (or a blanket assignment of all
Recognition Agreements) endorsed in blank. If the Cooperative Loan was
acquired by the Company in a merger, the assignment must be made by
"Chemical Bank, successor by merger to (name of predecessor)." If the
Cooperative Loan was acquired or originated by the Company while doing
business under another name, the assignment must be by "Chemical Bank,
formerly known as (previous name).";
(e) The executed UCC-1 financing statement with evidence
of recording thereon, which has been filed in all places required to perfect
the Company's interest in the Cooperative Shares and the Proprietary Lease;
and
(f) 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).
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
2
<PAGE>
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 "Chemical
Bank, 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 "Chemical
Bank, formerly known as (previous name)." Subject to the foregoing, and where
permitted under the applicable laws of the jurisdiction wherein the Mortgaged
Property is located, such assignments of Mortgage may be made by blanket
assignments for Mortgage Loans secured by the Mortgaged Properties located in
the same county;
6. if applicable, such original intervening assignments of the
Mortgage, notice of transfer or equivalent instrument (each, an
"Intervening Assignment"), as may be necessary to show a complete chain of
title to the Mortgage from the originator to the Trustee, or, in the case of
an Intervening Assignment that has been lost, a written Opinion of Counsel
acceptable to the Trustee that such original Intervening Assignment is not
required to enforce the Trustee's interest in the Mortgage Loans;
7. the original Primary Mortgage Insurance Policy or certificate,
if private mortgage guaranty insurance is required pursuant to the Agreement;
3
<PAGE>
8. the original or duplicate mortgagee title insurance policy or
attorney's opinion of title and abstract of title; and
9. 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.
4
<PAGE>
EXHIBIT C-2
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
----------------------
(Date)
Norwest Bank Minnesota, N.A.
(Address)
In connection with the administration of the mortgages held by you as
Trustee under a certain Trust Agreement dated as of May 1, 1996 between
Structured Asset Securities Corporation, as Depositor, and you, as Trustee
(the "Trust Agreement"), the undersigned Servicer hereby requests a
release of the Mortgage File held by you as Trustee 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.
1
<PAGE>
5. Other. (Describe)
The undersigned acknowledges that the above Mortgage File will be
held by the undersigned in accordance with the provisions of the Trust
Agreement and will be returned to you 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.
CHEMICAL BANK
By:_______________________________
Name:
Title:
2
<PAGE>
EXHIBIT D-1
CUSTODIAL ACCOUNT CERTIFICATION
______________________, 1996
Chemical Bank 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 May 1,
1996.
Title of Account: Chemical Bank, in trust for Norwest Bank Minnesota,
N.A., as Trustee, Structured Asset Securities Corporation Mortgage Pass-
Through Certificates, Series 1996-2 (or such other designation as the
Purchaser may direct).
Account Number: _________________________
Address of office or branch
of the Company at
which Account is maintained:
--------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
CHEMICAL BANK
By:
-----------------------------------------
Name:
Title:
1
<PAGE>
EXHIBIT D-2
CUSTODIAL ACCOUNT LETTER AGREEMENT
_______________________, 1996
To:
-------------------------
-------------------------
-------------------------
(the "Depository")
As the Company under the Mortgage Loan Sale, Warranties and Servicing
Agreement, dated as of May 1, 1996 (the "Agreement"), we hereby authorize
and request you to establish an account, as a Custodial Account pursuant
to Section 4.04 of the Agreement, to be designated as "Chemical Bank, in
trust for Norwest Bank Minnesota, N.A., as Trustee, Structured Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1996-2"
(or such other designation as the Purchaser may direct). All deposits in
the account shall be subject to withdrawal therefrom by order signed by
the Company. You may refuse any deposit which would result in violation
of the requirement that the account be fully insured as described below.
This letter is submitted to you in duplicate. Please execute and return
one original to us.
CHEMICAL BANK
By:
-----------------------------------------
Name:
Title:
1
<PAGE>
The undersigned, as Depository, hereby certifies that the above
described account has been established under Account Number ___________,
at the office of the Depository indicated above, and agrees to honor
withdrawals on such account as provided above. The full amount deposited
at any time in the account will be insured by the Federal Deposit
Insurance Corporation through the Bank Insurance Fund ("BIF") or the
Savings Association Insurance Fund ("SAIF").
--------------------------------------------
Depository
By:
-----------------------------------------
Name:
Title:
2
<PAGE>
EXHIBIT E-1
ESCROW ACCOUNT CERTIFICATION
__________________, 1996
Chemical Bank 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 May 1,
1996.
Title of Account: Chemical Bank, in trust for Norwest Bank Minnesota,
N.A., as Trustee, Structured Asset Securities Corporation Mortgage Pass-
Through Certificates, Series 1996-2 (or such other designation as the
Purchaser may direct).
Account Number:
-------------------------
Address of office or branch
of the Company at
which Account is maintained:
-----------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
CHEMICAL BANK
By:
-----------------------------------------
Name:
Title:
1
<PAGE>
EXHIBIT E-2
ESCROW ACCOUNT LETTER AGREEMENT
______________________, 1996
To:
-------------------------
-------------------------
-------------------------
(the "Depository")
As Company under the Mortgage Loan Sale, Warranties and Servicing
Agreement, dated as of May 1, 1996 (the "Agreement"), we hereby authorize
and request you to establish an account, as an Escrow Account pursuant to
Section 4.07 of the Agreement, to be designated as "Chemical Bank, in
trust for Norwest Bank Minnesota, N.A., as Trustee, Structured Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1996-2,"
or such other designation as the Purchaser may direct. All deposits in the
account shall be subject to withdrawal therefrom by order signed by the
Company. You may refuse any deposit which would result in violation of
the requirement that the account be fully insured as described below.
This letter is submitted to you in duplicate. Please execute and return
one original to us.
CHEMICAL BANK
By:
-----------------------------------------
Name:
Title:
Date:
---------------------------------------
1
<PAGE>
The undersigned, as Depository, hereby certifies that the above
described account has been established under Account Number
_____________________, at the office of the Depository indicated above,
and agrees to honor withdrawals on such account as provided above. The
full amount deposited at any time in the account will be insured by the
Federal Deposit Insurance Corporation through the Bank Insurance Fund
("BIF") or the Savings Association Insurance Fund ("SAIF").
--------------------------------------------
Depository
By:
-----------------------------------------
Name:
Title:
Date:
---------------------------------------
2
<PAGE>
EXHIBIT F
MONTHLY REMITTANCE ADVICE
1
<PAGE>
EXHIBIT G
MONTHLY ELECTRONIC DATA TRANSMISSION
1
<PAGE>
EXHIBIT H
FORM OF OFFICER'S CERTIFICATE
FOR NONRECOVERABLE ADVANCES
________________________
(date)
Norwest Bank Minnesota, N.A.
(Address)
Re: Mortgage Loan Sale, Warranties and Servicing Agreement,
dated as of May 1, 1996 (the "Agreement")
Ladies and Gentlemen:
In accordance with the provisions of Section 5.03 of the above-
referenced Agreement, the undersigned hereby certifies that it has
determined, with regard to the Mortgage Loan(s) identified below, that
(future advances would) (Monthly Advances previously made in the amount of
$____________ will) not be ultimately recoverable.
____________________________________ _________________________
Mortgagor Identifying Number
____________________________________ _________________________
Mortgagor Identifying Number
____________________________________ _________________________
Mortgagor Identifying Number
CHEMICAL BANK
By:________________________________
Name:
Title:
1
<PAGE>
EXHIBIT I
FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT
State of )
----------------
) ss.
County of )
---------------
Chemical Bank (the "Company") by its undersigned authorized
representative, being duly sworn, hereby certifies as follows:
1. Pursuant to a Mortgage Loan Sale, Warranties and Servicing
Agreement dated as of May 1, 1996 (the "Sale and Servicing Agreement")
between the Company, as seller, and Lehman Capital, A Division of Lehman
Brothers Holdings Inc. ("Lehman Capital"), the Company has assigned all of
its right, title and interest in and to the Mortgage Loan identified below
to Lehman Capital.
Loan Number: ______________________
Maker:_____________________________
Original Principal
Balance:___________________________
Maturity Date:_____________________
2. Pursuant to a Sale and Assignment Agreement dated as of May
1, 1996 between Lehman Capital, as seller, and Structured Asset Securities
Corporation (the "Depositor"), Lehman Capital has assigned all of its
right, title and interest in and to such Mortgage Loan to the Depositor.
Pursuant to a Trust Agreement dated as of May 1, 1996 (the "Trust
Agreement") between the Depositor and Norwest Bank Minnesota, N.A., as
trustee (the "Trustee"), the Depositor has assigned all of its right,
title and interest in and to such Mortgage Loan to the Trustee.
3. The Company has provided to the Trustee certain
representations and warranties in Section 3.02 of the Agreement as to,
among other matters, the ownership, assignment and enforceability of such
Mortgage Loan and the related promissory notes or other instruments
evidencing such Mortgage Loan.
4. Such Mortgage Loan is evidenced by a promissory note,
executed by its maker as indicated above (the "Mortgage Note").
1
<PAGE>
5. Immediately prior to the assignment by the Company of its
interests in such Mortgage Loan to Lehman Capital, the Company was the
current holder of the indebtedness evidenced by the Mortgage Note. The
indebtedness evidenced by the Mortgage Note has not been pledged or
otherwise hypothecated, and the Company has not granted to any person
(other than Lehman Capital pursuant to the Sale and Servicing Agreement)
any interest in the indebtedness evidenced by the Mortgage Note.
6. After diligent search, the Company has been unable to
locate the Mortgage Note and believes it to be lost. A true and correct
photocopy of the Mortgage Note is attached hereto as Exhibit A.
7. If at any time the Company locates the Mortgage Note, it
shall endorse such Mortgage Note for transfer to the Trustee, without
recourse, and shall promptly deliver the Mortgage Note, as endorsed, to
the Trustee.
8. In the event that the unavailability of the Mortgage Note
to the Trustee results in a breach of any representation or warranty of
the Company set forth in the Sale and Servicing Agreement, the Trustee
shall have the rights and remedies (if any) set forth in the Sale and
Servicing Agreement, subject to the provisions thereof. In addition, the
Company covenants and agrees to indemnify the Trustee and the Trust Fund
(as defined in the Trust Agreement) from and hold them harmless against
any and all losses, liabilities, damages, claims or expenses (other than
those resulting from the gross negligence or bad faith of the Trustee)
arising from the Company's failure to have delivered any Mortgage Note to
the Trustee, including without limitation any such losses, liabilities,
damages, claims or expenses arising from any action to enforce the
indebtedness evidenced by such Mortgage Note or any claim by any third
party who is the holder of such indebtedness by virtue of possession of
such Mortgage Note.
2
<PAGE>
This affidavit is given in connection with the Company's
execution of the Sale and Servicing Agreement. The Trustee's rights and
remedies set forth herein and in the Agreement shall constitute the sole
and exclusive remedies of the Trustee or its successors and assigns
arising out of or relating to the absence or loss of the Mortgage Note(s)
or the Company's failure to deliver the same.
CHEMICAL BANK
By:________________________________
Name:
Title:
Sworn to before me this
____ day of May, 1996
______________________________
Notary Public
3
<PAGE>
EXHIBIT J
CERTIFICATE REGARDING REPRESENTATIONS AND WARRANTIES
May ( ), 1996
Chemical Bank (the "Company") does hereby confirm that the
representations and warranties contained in Sections 3.01 and 3.02 of the
Mortgage Loan Sale, Warranties and Servicing Agreement dated as of May 1,
1996 between the Company and Lehman Capital, A Division of Lehman Brothers
Holdings Inc., are true and correct as of the date hereof.
CHEMICAL BANK
By:________________________________
Name:
Title:
4
<PAGE>
SCHEDULE I
SCHEDULE OF LOST NOTES
5
<TABLE>
<CAPTION>
Loan Original Current
Number City St Zip Balance Balance Rate LTV
<S> <C> <C> <C> <C> <C> <C> <C>
0003709 HAMPSTEAD NC 28443 356,000.00 338,438.89 7.875 80.00
0004175 VAN NUYS AR CA 91406 209,000.00 200,503.04 8.000 69.70
0004191 LEXINGTON KY 40502 337,500.00 325,665.51 8.750 75.00
0004193 PHOENIX AZ 85044 400,000.00 385,844.35 8.750 80.00
0004193 PHOENIX AZ 85023 300,000.00 289,135.55 8.625 80.00
0004193 PHOENIX AZ 85021 256,000.00 246,940.26 8.750 80.00
0004196 ST CHARLES IL 60174 319,050.00 306,387.70 8.125 90.00
0004613 DURHAM NC 27703 241,200.00 231,424.14 7.750 89.70
0004613 PALMDALE CA 93551 420,500.00 399,569.19 7.125 73.80
0004613 PALISADES A CA 90272 495,000.00 477,073.77 8.625 75.00
0004615 ORLANDO FL 32806 292,500.00 281,906.92 8.625 90.00
0004615 MAITLAND FL 32751 213,000.00 205,638.08 8.750 75.00
0004622 HUNTERSVILL NC 28078 214,920.00 207,314.27 8.750 90.00
0004632 CULVER CITY CA 90066 252,900.00 244,755.80 9.000 90.00
0004632 PACIFIC PAL CA 90272 305,000.00 293,132.31 9.875 40.70
0004633 TELLURIDE CO 81435 225,000.00 217,033.34 8.750 75.00
0004634 HIGHLANDS R CO 80126 430,000.00 414,803.98 8.500 78.20
0004634 GOLDEN CO 80401 240,000.00 229,405.64 8.250 72.40
0004637 ORANGE PARK FL 32073 358,400.00 347,571.65 8.375 79.60
0004639 MOUNTAIN VI CA 94040 310,000.00 298,334.49 8.500 60.80
0004642 SAN JOSE CA 95120 248,000.00 238,069.82 8.500 80.00
0004654 ORANGE OH 44122 255,491.00 224,734.93 7.875 76.70
0004654 WESTLAKE OH 44145 209,500.00 189,004.13 8.000 75.10
0004654 SOUTH RUSSE OH 44022 216,000.00 205,634.75 8.375 80.00
0004654 CONCORD TWP OH 44060 246,000.00 237,699.78 8.750 79.40
0004666 BLACKLICK OH 43004 235,000.00 224,395.71 8.250 40.50
0004731 DALLAS TX 75231 359,850.00 346,365.94 8.250 80.00
0004732 DALLAS TX 75225 500,000.00 482,330.19 8.500 76.90
0004732 AUSTIN TX 78734 228,600.00 220,510.13 8.750 73.30
0004732 PLANO TX 75028 346,500.00 334,226.79 8.750 90.00
0004733 DALLAS TX 75230 236,000.00 228,220.98 8.875 80.00
0004734 HOUSTON TX 77019 280,000.00 266,507.38 8.125 73.70
0004735 DALLAS TX 75229 272,650.00 264,083.19 9.000 77.90
0004738 NASHVILLE TN 37205 408,000.00 395,333.28 8.375 74.20
0004747 INDIANAPOLI IN 46254 274,400.00 262,617.95 8.125 80.00
0004748 HIGHLAND BE FL 33487 300,000.00 289,776.00 8.625 69.80
0004748 INDIANAPOLI IN 46278 914,000.00 887,586.50 8.625 66.50
0004750 ORLANDO FL 32819 232,000.00 220,324.47 8.375 74.80
0004753 HIGHLANDS R CO 80126 245,200.00 236,284.36 8.375 80.00
0004757 DUCK NC 27949 208,000.00 201,176.17 8.500 69.30
0004760 CHAPIN SC 29036 750,000.00 727,647.19 8.875 60.00
0004760 HILTON HEAD SC 29925 300,000.00 288,084.90 7.750 46.20
0004764 PHOENIX AZ 85044 330,750.00 313,728.62 8.875 90.00
0004764 SCOTTSDALE AZ 85255 396,000.00 384,268.75 8.625 75.00
Loan Original Current
Number City St Zip Balance Balance Rate LTV
0004764 PARADISE AZ 85253 685,000.00 663,603.05 8.625 63.70
0004767 DANA POINT CA 92629 224,000.00 207,769.96 8.250 71.10
0004767 LOS ANGELES CA 90291 295,000.00 285,810.98 8.500 74.70
0004767 SANTA MONIC CA 90403 337,500.00 326,739.02 8.375 75.00
0004768 NORTHRIDGE CA 91324 310,000.00 297,881.55 8.500 73.80
0004778 DALLAS TX 75225 286,350.00 277,592.06 8.875 76.10
0004779 DALLAS TX 75205 400,000.00 382,152.46 7.375 55.20
0004780 HOUSTON TX 77005 539,600.00 522,744.51 8.625 49.10
0004780 HOUSTON TX 77024 353,350.00 342,351.93 8.375 70.70
0004780 DALLAS TX 75287 296,250.00 282,760.49 7.375 75.00
0004780 HOUSTON TX 77024 492,000.00 477,479.49 8.500 80.00
0004781 HOUSTON TX 77057 284,000.00 275,216.57 8.250 80.00
0004781 HOUSTON TX 77024 521,000.00 501,541.25 8.250 63.50
0004781 HOUSTON TX 77079 301,700.00 291,032.49 7.375 88.70
0004781 COLLEYVILLE TX 76034 290,600.00 281,441.09 8.000 89.40
0004781 SPRING TX 77379 511,200.00 494,710.53 7.875 69.30
0004781 SUGARLAND TX 77478 220,000.00 210,043.68 8.000 65.70
0004782 HOUSTON TX 77005 380,000.00 367,351.35 8.000 80.00
0004782 HOUSTON TX 77024 350,000.00 335,008.00 8.500 55.60
0004782 HOUSTON TX 77024 530,650.00 514,989.08 8.500 65.10
0004926 MARTINEZ CA 94553 234,000.00 227,093.92 8.500 83.60
0004945 CARBONDALE CO 81623 246,000.00 238,881.80 8.750 60.00
0004945 BOULDER CO 80301 320,000.00 309,830.91 8.250 78.00
0004950 METAIRIE LA 70005 239,000.00 229,426.25 9.000 85.40
0004951 BATON ROUGE LA 70809 251,000.00 243,416.17 8.375 72.30
0004951 NEW ORLEANS LA 70125 230,000.00 204,940.99 8.375 74.20
0004960 CHARLOTTE NC 28277 242,910.00 233,184.61 7.875 90.00
0004961 HUNTERSVILL NC 28078 211,000.00 188,518.07 8.625 79.60
0004962 WESTLAKE OH 44145 240,000.00 231,797.01 8.000 76.90
0004965 BEXLEY OH 43209 712,500.00 682,839.81 8.375 67.90
0004969 OAK BROOK IL 60521 400,000.00 387,914.80 8.375 80.00
0004969 DELAFIELD WI 53188 277,500.00 268,681.56 8.250 75.00
0004972 CHARLOTTE NC 28211 227,600.00 220,024.18 8.000 40.60
0004973 CHARLOTTE NC 28227 262,000.00 239,988.79 8.250 52.70
0004983 LAKE FOREST CA 92630 222,000.00 215,212.91 8.625 87.10
0004983 SANTA ANA CA 92705 300,000.00 281,020.16 8.250 50.00
0004989 GERMANTOWN TN 38138 261,000.00 252,790.02 8.375 90.00
0004990 CHATTANOOGA TN 37421 266,000.00 255,440.91 7.750 80.00
0004990 BRENTWOOD TN 37024 288,000.00 279,499.88 8.500 75.00
0004995 CHARLOTTE NC 28277 250,000.00 241,678.23 8.000 75.50
0006020 BROOKLYN NY 11201 490,000.00 424,042.08 7.875 71.00
0006407 NEW YORK NY 10128 450,000.00 430,919.67 8.750 84.90
0006423 PORT WASHIN NY 11050 403,750.00 388,534.49 8.750 85.00
0006459 VALLEY STRE NY 11581 280,000.00 240,062.44 8.750 80.00
Loan Original Current
Number City St Zip Balance Balance Rate LTV
0006461 RYE NY 10580 425,000.00 407,991.90 8.125 75.00
0006462 CITY ISLAND NY 10464 227,500.00 216,495.71 7.375 89.20
0006466 STAMFORD CT 06902 250,000.00 241,366.85 8.625 59.50
0006467 SCARSDALE NY 10583 750,000.00 680,667.57 7.625 68.20
0006467 BEECH HURST NY 11357 212,000.00 196,148.33 8.750 80.00
0006469 WHITE PLAIN NY 10605 240,000.00 231,105.71 8.500 44.40
0006470 LAWRENCE NY 11559 373,000.00 358,205.69 8.000 71.70
0006471 GRANITE SPR NY 10527 260,000.00 169,524.12 8.375 67.50
0006471 EASTON CT 06612 264,000.00 254,153.22 8.500 80.00
0006472 HUNTINGTON NY 11743 225,000.00 215,704.10 8.500 75.00
0006475 CHAPPAQUA NY 10514 261,900.00 252,631.80 8.750 79.40
0006476 CHAPPAQUA NY 10514 300,000.00 288,361.93 8.250 75.00
0006477 BROOKLYN NY 11215 350,000.00 336,728.52 8.375 74.50
0006477 NORTH HAVEN NY 11963 280,000.00 269,859.35 8.625 66.70
0006480 ARMAND NY 10504 306,000.00 295,675.42 8.750 90.00
0006480 OLD BROOKVI NY 11545 375,000.00 361,103.15 8.500 55.60
0006481 EAST HILLS NY 11576 370,000.00 262,234.05 8.500 56.10
0006482 BROOKLYN NY 11215 261,000.00 251,102.49 8.375 79.80
0006483 SCARSDALE NY 10583 300,000.00 289,140.81 8.500 75.00
0006483 LEWISBORO NY 10590 273,750.00 263,840.90 8.500 75.00
0006484 CHAPPAQUA NY 10514 251,000.00 242,463.04 8.875 65.80
0006487 BROOKLYN NY 11235 296,000.00 286,699.49 9.000 80.00
0006487 JERICHO NY 11753 275,000.00 265,490.80 8.875 57.30
0006491 NEW ROCHELL NY 10804 280,000.00 270,095.86 8.625 79.80
0006493 ROCKVILLE C NY 11570 273,000.00 263,118.26 8.500 79.10
0006493 ST JAMES NY 11780 250,000.00 240,930.67 8.375 33.60
0006494 RYE NY 10580 700,000.00 654,860.65 8.750 83.30
0006497 BELLE HARBO NY 11694 330,700.00 318,700.40 8.250 77.80
0006497 MANHASSET NY 11030 325,000.00 313,514.65 8.500 51.30
0006498 SOUTHHOLD NY 11971 345,000.00 332,233.88 8.250 68.60
0006498 REDDING CT 06875 460,000.00 442,978.29 8.250 77.30
0006499 WEST HARTFO CT 06119 262,000.00 252,740.69 8.500 66.50
0006502 NEW YORK NY 10011 470,000.00 454,218.51 8.375 58.80
0006503 WESTPORT CT 06880 290,000.00 279,503.29 8.500 72.50
0006503 WOODBURY NY 11797 331,000.00 318,788.02 8.000 47.30
0006504 SCARSDALE NY 10583 220,000.00 212,412.35 8.500 55.70
0006506 RIVERSIDE CT 06878 264,000.00 255,103.25 8.625 73.30
0006509 RYE BROOK NY 10573 272,000.00 257,482.50 8.000 80.00
0006515 BROOKLYN NY 11234 242,000.00 234,044.48 8.625 74.50
0006516 BROOKLYN NY 11217 345,000.00 333,620.49 9.000 69.00
0006521 BRONXVILLE NY 10708 630,000.00 605,553.19 6.875 82.40
0006525 NEW YORK NY 10128 241,000.00 233,009.30 7.875 71.90
0006530 MONTCLAIR NJ 07042 345,600.00 329,861.33 8.875 80.00
0006531 NEW YORK NY 10021 800,000.00 764,403.64 7.375 36.40
Loan Original Current
Number City St Zip Balance Balance Rate LTV
0006533 CHAPPAQUA NY 10514 250,000.00 238,926.37 7.750 41.00
0006534 WESTHAMPTON NY 11977 275,000.00 264,319.94 9.375 79.30
0006538 BRIDGEWATER NJ 08807 275,000.00 255,755.72 8.625 78.10
0006541 WOODMERE NY 11516 256,000.00 244,312.23 7.750 80.00
0006549 CROTON-ON-H NY 10520 353,500.00 342,168.32 8.500 78.60
0006551 PT WASHINGT NY 11050 260,000.00 247,472.78 7.500 77.60
0006552 NEW YORK NY 10024 232,000.00 221,879.55 7.375 80.00
0006556 FAIRFIELD CT 06430 292,500.00 277,577.32 8.000 90.00
0006562 NEW YORK NY 10012 244,000.00 234,134.95 8.000 80.00
0006562 BROOKLYN NY 11228 242,000.00 228,083.37 9.000 93.10
0006562 GREENWICH CT 06830 256,000.00 245,415.86 8.125 72.10
0006568 GUILFORD CT 06437 301,000.00 268,496.18 8.000 72.50
0006568 NEW YORK NY 10013 296,000.00 283,522.29 8.750 80.00
0006569 BROOKLYN NY 11201 281,000.00 272,597.49 9.000 74.90
0006571 NEW YORK NY 10128 375,000.00 363,319.22 8.500 36.40
0006574 DOBBS FERRY NY 10522 790,000.00 755,228.75 7.625 84.50
0006578 SYRACUSE NY 13215 233,600.00 223,868.67 8.375 80.00
0006579 SHELTER ISL NY 11864 212,000.00 203,153.83 7.500 84.10
0006580 BROOKLYN NY 11215 371,000.00 339,361.52 8.500 74.90
0006581 PELHAM MANO NY 10803 560,000.00 543,543.48 8.375 56.00
0006582 STATEN ISLA NY 10312 445,000.00 428,233.62 8.250 76.10
0006583 BROOKLYN NY 11228 270,000.00 261,012.67 8.000 74.00
0006586 NEW ROCHELL NY 10801 224,800.00 166,712.30 7.625 80.00
0006589 NEW HYDE NY 11040 228,750.00 217,462.38 8.500 75.00
0006589 SOUTHAMPTON NY 11968 288,750.00 279,964.04 8.625 75.00
0006589 GARRISON NY 10524 236,000.00 226,679.58 8.500 80.00
0006593 CHAPPAQUA NY 10514 445,000.00 431,099.49 8.625 89.90
0006593 STAMFORD CT 06905 366,000.00 351,039.00 8.000 67.80
0006595 RYE NY 10580 450,000.00 429,588.49 8.125 51.70
0006597 NEW YORK NY 10003 637,500.00 611,081.26 7.625 75.00
0006597 BAYSHORE NY 11706 251,000.00 236,441.09 8.750 73.80
0006597 NEW YORK NY 10025 274,000.00 226,162.00 8.875 75.10
0006599 GREENWICH CT 06830 528,000.00 511,164.81 8.375 80.00
0006599 NEW YORK NY 10022 300,000.00 286,117.70 8.250 54.50
0006600 IRVINGTON NY 10533 375,000.00 363,043.22 8.375 76.10
0006601 NEW YORK NY 10011 238,500.00 229,009.82 7.750 90.00
0006603 PT WASHINGT NY 11050 417,600.00 401,786.55 8.250 77.80
0006606 GARRISON NY 10524 375,000.00 364,442.15 8.750 75.00
0006607 BELLE MEAD NJ 08502 263,700.00 255,766.79 8.250 90.00
0006607 MUTTONTOWN NY 11545 620,000.00 579,926.93 8.625 69.70
0006610 FIRE ISLAND NY 11782 330,400.00 317,865.31 8.875 80.00
0006610 GARDEN CITY NY 11530 225,000.00 211,722.91 8.250 59.50
0006610 IRVINGTON NY 10533 280,000.00 268,611.51 7.750 51.90
0006611 MT. VERNON NY 10552 220,000.00 212,334.81 8.250 71.00
Loan Original Current
Number City St Zip Balance Balance Rate LTV
0006612 HUNTINGTON NY 11743 247,500.00 237,380.00 8.125 90.00
0006613 DOUGLASTON NY 11362 280,000.00 270,935.28 8.875 71.80
0006613 LARCHMONT NY 10538 376,800.00 361,399.01 8.500 79.90
0006613 LEWISBORO NY 10526 350,000.00 325,305.19 8.875 87.50
0006614 NEW YORK NY 10013 250,000.00 240,621.61 8.625 70.40
0006615 CROTON ON H NY 10520 300,000.00 290,466.78 8.250 80.00
0006617 SCARSDALE NY 10583 280,000.00 262,759.51 8.625 88.90
0006618 PLANDOME NY 11030 410,000.00 137,961.21 8.375 75.00
0006622 CROTON-ON-H NY 10502 325,000.00 315,888.61 8.625 82.30
0006622 HASTINGS NY 10706 469,600.00 453,915.95 8.125 85.00
0006625 MANHASSET NY 11030 315,000.00 299,962.78 8.375 61.20
0006625 SCARSDALE NY 10583 427,500.00 412,926.31 7.500 75.00
0006627 MOUNT VERNO NY 10552 260,000.00 250,593.06 8.000 77.60
0006628 SOUTH SALEM NY 10590 248,000.00 238,013.22 7.750 80.00
0006631 SCARSDALE NY 10583 328,000.00 317,331.67 8.125 80.00
0006632 WALLINGFORD CT 06492 211,700.00 202,221.99 7.750 79.90
0006632 RIVERDALE NY 10463 335,000.00 324,922.04 8.250 53.70
0006633 KATONAH NY 10536 304,000.00 295,577.02 8.750 80.00
0006633 MANHASSET NY 11030 375,000.00 362,333.46 7.625 75.00
0006635 BRONX NY 10463 328,500.00 318,846.52 8.375 90.00
0006636 LARCHMONT NY 10538 255,000.00 240,224.66 7.500 66.80
0006636 CHAPPAQUA NY 10514 247,500.00 235,763.55 7.875 89.80
0006636 COLD SPRING NY 11724 280,000.00 271,174.71 8.000 77.80
0006637 PORT WASHIN NY 11050 300,000.00 238,090.61 8.125 56.10
0006637 GREAT NECK NY 11021 300,000.00 290,636.83 8.125 75.00
0006638 NEW YORK NY 10017 285,000.00 277,196.87 8.750 74.60
0006639 SCARSDALE NY 10583 400,000.00 386,640.62 8.125 41.20
0006642 BAYSIDE NY 11361 249,000.00 240,713.67 8.000 74.30
0006646 WESTPORT CT 06880 500,000.00 484,939.43 8.125 35.70
0006646 BAYVILLE NY 11709 225,000.00 218,201.72 8.375 63.40
0006646 WESTFIELD NJ 07090 255,000.00 247,328.78 7.625 86.40
0006648 WHITE PLAIN NY 10604 220,000.00 211,605.81 8.875 73.30
0006649 HARDING TWP NJ 07960 324,000.00 310,901.25 8.750 75.00
0006652 KATONAH NY 10536 260,000.00 245,388.33 8.000 89.30
0006653 DIX HILLS NY 11746 225,000.00 217,983.88 8.125 68.20
0006654 COLTS NECK NJ 07722 318,750.00 305,059.67 8.625 75.00
0006657 NEW YORK NY 10022 600,000.00 580,954.82 8.375 43.30
0006659 NEW YORK NY 10014 240,000.00 231,668.08 7.625 72.70
0006662 GARDEN CITY NY 11530 335,000.00 324,395.22 8.125 88.20
0006666 BROOKLYN NY 11215 368,000.00 357,185.73 8.375 80.00
0006668 LAWRENCE NY 11559 500,000.00 486,618.77 8.250 55.60
0006669 YONKERS NY 10701 274,000.00 266,666.89 8.250 91.30
0006670 SCARSDALE NY 10583 385,000.00 372,525.88 8.000 59.20
0006671 FLUSHING NY 11358 222,750.00 209,526.60 8.125 90.00
Loan Original Current
Number City St Zip Balance Balance Rate LTV
0006671 HARRINGTON NJ 07640 274,500.00 265,890.98 7.875 90.00
0006673 S HUNTINGTO NY 11746 231,200.00 224,358.03 7.875 80.00
0006675 OYSTER BAY NY 11771 460,000.00 447,731.13 8.625 65.70
0006675 NEW ROCHELL NY 10801 211,000.00 204,493.28 8.125 91.70
0006675 HEWLETT NEC NY 11598 300,000.00 289,712.16 7.500 42.00
0006675 W. HARRISON NY 10604 269,500.00 253,205.42 8.500 74.90
0006676 SOUTHBURY CT 06488 367,500.00 357,002.04 8.375 75.00
0006677 NEW YORK NY 10024 243,750.00 209,073.58 8.250 75.00
0006678 DOBBS FERRY NY 10522 367,500.00 357,430.40 8.125 75.00
0006680 DOBBS FERRY NY 10522 268,000.00 259,553.35 8.000 80.00
0006681 MOUNT KISCO NY 10549 288,750.00 279,481.83 7.750 75.00
0006682 STATEN ISLA NY 10312 392,000.00 380,478.26 7.750 80.00
0006682 MASSAPEQUA NY 11758 230,000.00 223,101.87 8.125 69.70
0006684 NEW YORK NY 10013 258,500.00 251,535.75 8.375 28.70
0006684 DIX HILLS NY 11746 250,000.00 238,000.74 8.000 88.70
0006686 GARDEN CITY NY 11530 315,000.00 305,300.09 8.125 75.90
0006688 NEW YORK NY 10022 229,500.00 223,536.51 8.875 90.00
0006689 BROOKLYN NY 11231 360,000.00 349,281.57 8.000 80.00
0006691 WESTON CT 06883 309,000.00 301,201.67 8.875 60.00
0006694 BROOKVILLE NY 11545 871,500.00 837,297.53 6.875 83.00
0006695 GREENWICH CT 06830 382,500.00 357,943.52 8.250 85.00
0006695 BROOKLYN NY 11231 325,000.00 316,351.73 8.750 73.90
0006696 KATONAH NY 10536 250,000.00 243,029.61 9.000 76.90
0006697 MORRISTOWN NJ 07960 258,800.00 249,002.96 8.250 87.30
0006699 BROOKLYN NY 11215 432,000.00 419,304.81 8.375 80.00
0006700 WHITE PLAIN NY 10605 231,200.00 224,749.42 8.500 80.00
0006700 MUTTONTOWN NY 11771 255,000.00 248,448.10 8.625 53.70
0006701 NEW ROCHELL NY 10804 340,000.00 329,699.28 7.750 70.80
0006702 WAINSCOTT NY 11975 240,000.00 232,120.27 8.750 45.60
0006703 BROOKLYN NY 11217 250,000.00 243,103.97 8.250 58.70
0006705 BROOKLYN NY 11215 284,000.00 276,517.02 8.375 80.00
0006706 ROSEDALE NY 11422 238,500.00 231,920.91 8.250 90.00
0006707 NEW YORK NY 10021 304,000.00 295,910.71 8.750 80.00
0006709 BRIDGEHAMPT NY 11932 475,000.00 462,287.93 8.250 72.40
0006709 SCARSDALE NY 10583 252,000.00 244,966.89 8.500 80.00
0006710 STATEN ISLA NY 10309 350,000.00 324,748.75 8.625 74.50
0006712 PURCHASE NY 10577 216,000.00 209,564.03 8.250 80.00
0006712 BROOKLYN NY 11215 283,050.00 275,056.66 8.125 85.00
0006715 CROTON-ON-H NY 10520 213,000.00 207,088.98 8.375 94.70
0006716 WHITE PLAIN NY 10603 215,400.00 209,116.02 7.625 78.30
0006721 BROOKLYN NY 11215 314,000.00 306,043.70 8.375 73.90
0006724 DIX HILLS NY 11746 250,000.00 236,625.38 7.750 72.50
0006727 SOMERS NY 10589 275,000.00 266,801.42 7.875 79.70
0006727 BROOKLYN NY 11215 250,000.00 210,641.81 8.250 51.50
Loan Original Current
Number City St Zip Balance Balance Rate LTV
0006730 WHITE PLAIN NY 10605 260,000.00 252,706.68 8.000 74.30
0006730 STAMFORD CT 06903 337,000.00 328,102.60 8.625 67.10
0006735 FAIRFIELD CT 06430 225,000.00 219,184.54 8.750 90.00
0006738 POUND RIDGE NY 10576 275,000.00 259,183.60 8.375 64.00
0006743 LITTLE NECK NY 11362 216,500.00 210,408.37 8.000 70.30
0006743 BRONX NY 10466 211,500.00 205,380.29 7.500 90.00
0006749 NEW YORK NY 10011 530,000.00 510,862.16 8.625 79.90
0006749 BROOKLYN NY 11205 220,000.00 213,828.48 8.000 77.20
0006750 GREENWICH CT 06831 300,000.00 291,584.50 8.000 28.60
0006752 JAMAICA EST NY 11432 379,000.00 367,486.09 7.750 82.90
0006754 MOUNT VERNO NY 10552 213,000.00 208,493.46 9.000 76.90
0006754 BROOKLYN NY 11215 268,500.00 260,847.11 7.750 75.00
0006757 DARIEN CT 06420 450,000.00 436,979.25 7.500 73.20
0006761 BROOKLYN NY 11231 500,000.00 486,510.61 7.875 75.80
0006761 STATEN ISLA NY 10307 258,500.00 246,974.55 7.750 62.30
0006763 SCOTCH PLAI NJ 07076 229,000.00 222,472.80 7.750 84.80
0006763 FOREST HILL NY 11375 274,200.00 259,310.46 7.750 70.70
0006765 MANHASSET NY 11030 237,000.00 225,195.42 8.250 68.70
0006768 BROOKLYN NY 11215 448,000.00 435,230.98 7.750 80.00
0006768 GOLDENS BRI NY 10526 423,800.00 412,095.38 7.750 80.00
0006769 STATEN ISLA NY 10307 220,000.00 210,817.61 7.500 80.00
0006769 DIX HILLS NY 11746 240,000.00 233,731.33 7.875 75.00
0006770 GLEN HEAD NY 11545 372,000.00 361,963.91 7.875 80.00
0006771 PELHAM MANO NY 10803 238,400.00 231,815.80 7.750 80.00
0006771 BROOKLYN NY 11218 220,000.00 213,780.51 7.625 72.10
0006771 NEW YORK NY 10028 420,000.00 407,272.21 7.250 75.00
0006773 SCARSDALE NY 10583 295,000.00 286,191.72 7.500 55.70
0006774 LATTINGTOWN NY 11560 735,000.00 714,221.49 7.625 70.00
0006774 NEW YORK NY 10025 300,000.00 292,500.10 7.750 75.00
0006778 GREAT NECK NY 11024 255,000.00 246,674.95 8.875 75.00
0006780 BROOKLYN NY 11235 408,000.00 398,848.00 7.750 65.30
0006780 STATEN ISLA NY 10309 320,000.00 311,363.62 7.875 76.20
0006780 CORONA NY 11368 208,000.00 201,762.46 7.500 83.20
0006783 GREENWICH CT 06830 515,000.00 500,098.53 7.500 73.60
0006784 NEW YORK NY 10018 256,000.00 249,798.40 8.125 80.00
0006790 BROOKHAVEN NY 11719 228,600.00 222,044.42 8.250 89.60
0006794 PURCHASE NY 10577 736,000.00 715,673.05 7.750 80.00
0006794 BROOKLYN NY 11228 220,000.00 213,835.87 7.500 61.10
0006794 NEW YORK NY 10014 225,000.00 218,846.36 7.750 67.20
0006795 NEW YORK NY 10280 424,000.00 413,537.34 8.000 80.00
0006797 CORTLANDT M NY 10566 238,837.47 231,569.89 7.875 73.50
0006804 BROOKLYN NY 11215 251,000.00 242,098.19 8.500 71.90
0006804 OYSTER BAY NY 11771 600,000.00 583,429.05 7.750 80.00
0006805 NEW YORK NY 10024 261,000.00 254,121.98 8.000 90.00
Loan Original Current
Number City St Zip Balance Balance Rate LTV
0006807 STATEN ISLA NY 10314 211,500.00 206,149.10 7.500 90.00
0006807 NEW YORK NY 10021 217,500.00 212,435.05 8.125 84.60
0006810 EAST HAMPTO NY 11937 450,000.00 436,802.42 7.375 72.00
0006810 NEW YORK NY 10023 560,000.00 545,373.32 7.875 80.00
0006815 NEW YORK NY 10028 490,000.00 477,384.76 7.625 63.60
0006819 NEW YORK NY 10023 256,000.00 249,532.10 7.875 80.00
0006821 NEW YORK NY 10023 499,000.00 486,092.51 7.750 65.20
0006822 JACKSON HEI NY 11372 289,100.00 283,291.22 8.125 93.30
0006831 NEW YORK NY 10021 344,000.00 334,952.95 7.750 80.00
0006832 NEW YORK NY 10128 364,000.00 354,683.88 7.625 80.00
0006834 SANDS POINT NY 11050 350,000.00 340,282.34 7.000 55.60
0006837 SOUTH SALEM NY 10590 300,000.00 293,210.17 7.500 57.10
0006841 POUND RIDGE NY 10576 311,800.00 304,449.64 7.875 90.00
0006846 YONKERS NY 10703 221,550.00 216,900.76 7.250 77.70
0006847 BROOKLYN NY 11215 347,250.00 338,151.82 7.500 75.00
0006849 FLUSHING NY 11354 250,000.00 243,525.45 7.375 69.40
0006849 NEW YORK NY 10017 382,500.00 372,937.66 7.750 85.00
0006850 NEW YORK NY 10010 350,000.00 340,613.41 7.375 87.50
0006851 NORWOOD NJ 07648 233,900.00 228,581.93 7.875 90.00
0006856 BEDFORD NY 10506 400,000.00 390,451.27 7.250 81.60
0006859 ROSLYN HEIG NY 11577 270,000.00 262,598.21 6.875 90.00
0006863 NEW YORK NY 10021 306,000.00 297,198.31 7.000 80.00
0006863 HARRISON NY 10528 490,000.00 476,572.78 6.750 68.00
0006863 SCARSDALE NY 10583 685,000.00 668,366.66 7.125 79.70
0006864 BROOKLYN NY 11215 290,000.00 283,086.80 7.625 74.40
0006866 BROOKHAVEN NY 11719 292,500.00 286,787.26 7.875 90.00
0006867 BRIDGEHAMPT NY 11976 311,000.00 302,970.26 7.000 73.20
0006868 BRONX NY NY 10471 285,000.00 280,377.01 8.125 30.00
0006874 BROOKLYN NY 11231 423,000.00 412,575.23 7.250 90.00
0006876 BROOKLYN NY 11215 241,850.00 235,264.95 7.000 75.00
0006880 NEW YORK NY 10021 405,000.00 394,642.53 7.250 75.00
0006881 GREENWICH CT 06830 864,450.00 842,643.62 7.125 91.50
0006881 POUND RIDGE NY 10576 375,000.00 365,317.97 7.000 75.80
0006881 NEW YORK NY 10028 390,400.00 380,234.69 7.250 80.00
0006882 LAGUNA NIGU CA 92677 219,123.52 211,825.68 7.625 88.00
0006882 PLANDOME NY 11030 368,000.00 357,911.66 6.875 56.20
0006886 FOREST HILL NY 11375 268,000.00 261,046.07 7.000 80.00
0006888 BROOKLYN NY 11215 450,000.00 438,553.31 6.875 87.00
0006889 NEW YORK NY 10019 308,000.00 247,360.64 7.000 80.00
0006890 GREENLAWN NY 11740 258,889.97 245,320.04 7.500 84.90
0006893 BROOKLYN NY 11215 225,000.00 219,497.32 6.875 45.90
0006894 STATEN ISLA NY 10314 212,000.00 206,267.87 6.750 72.90
0006894 AMAGANSETT NY 11930 350,000.00 343,135.30 7.375 51.50
0006895 NEW YORK NY 10028 420,000.00 409,405.13 7.125 89.40
Loan Original Current
Number City St Zip Balance Balance Rate LTV
0006896 SANDS POINT NY 11050 376,500.00 366,551.93 6.875 53.80
0006896 WOODSBURGH NY 11598 370,000.00 361,107.71 6.750 78.70
0006897 SCARSDALE NY 10583 336,000.00 312,758.57 6.875 70.00
0006898 GREAT NECK NY 11023 400,000.00 388,933.63 6.625 68.40
0006901 CLIFFSIDE P NJ 07010 215,000.00 209,550.04 7.250 67.20
0006902 WESTPORT CT 06880 303,700.00 295,635.21 6.875 66.00
0006902 NEW YORK NY 10011 208,000.00 144,273.17 7.375 80.00
0006903 PALISADES NY 10964 500,000.00 488,863.14 7.375 69.00
0006904 MAMARONECK NY 10543 360,000.00 348,523.08 7.000 68.60
0006906 POUND RIDGE NY 10576 316,000.00 309,092.44 7.375 90.30
0006910 GOLDEN BRID NY 10526 385,000.00 375,206.82 6.875 74.00
0006911 WOODBURY NY 11797 262,150.00 255,942.24 7.250 69.00
0006912 NEW YORK NY 10028 307,500.00 299,185.81 6.750 75.00
0006913 RYE NY 10580 750,000.00 732,897.31 7.250 75.00
0006915 PLEASANTVIL NY 10570 233,000.00 226,793.61 6.625 80.10
0006918 LAUREL HOLL NY 11771 1,000,000.00 976,105.31 7.000 66.70
0006918 BROOKLYN NY 11215 273,000.00 263,181.55 6.750 66.90
0006920 NEW YORK NY 10016 581,000.00 566,479.92 7.000 76.40
0006921 SOUTH HACKE NJ 07606 252,000.00 245,597.82 7.500 70.00
0006921 WESTPORT CT 06880 500,000.00 488,065.39 7.250 76.90
0006921 NEW YORK NY 10014 490,000.00 477,535.87 6.875 65.30
0006925 BROOKLYN NY 11217 225,000.00 204,229.26 6.750 69.20
0006925 BROOKLYN NY 11215 357,500.00 348,756.61 6.875 70.10
0006926 EAST HAMPTO NY 11937 360,000.00 348,430.17 6.750 80.00
0006927 NEW YORK NY 10021 218,000.00 212,581.89 7.000 68.10
0006930 WESTON CT 06883 234,000.00 227,958.45 7.000 75.00
0006931 ATHENS NY 12015 294,000.00 287,213.13 7.000 84.00
0006933 NEW YORK NY 10010 216,900.00 209,204.18 8.000 90.00
0006935 NEW YORK NY 10022 300,000.00 291,761.60 7.250 75.00
0006937 BROOKLYN NY 11201 259,800.00 253,592.13 7.000 74.90
0006938 NEW YORK NY 10023 407,200.00 397,469.92 7.000 80.00
0006939 AVON NJ 07717 250,000.00 244,643.50 7.625 50.00
0006940 NEW ROCHELL NY 10805 250,000.00 244,298.92 7.250 90.90
0006940 NEW YORK NY 10011 225,000.00 220,301.50 7.500 79.50
0006941 NEW YORK NY 10011 230,000.00 225,197.11 7.500 67.60
0006944 NEW YORK NY 10024 300,000.00 286,466.10 7.500 73.20
0006945 BROOKLYN NY 11215 500,000.00 482,888.71 7.375 72.70
0006948 WYCOFF NJ 07481 217,500.00 212,878.97 7.625 75.00
0006948 ARMONK NY 10504 217,000.00 212,166.51 7.375 52.00
0006950 WILTON CT 06897 233,900.00 228,716.22 7.625 48.20
0006953 SCARSDALE NY 10583 300,000.00 294,059.60 7.625 66.70
0006954 MERRICK NY 11566 212,500.00 207,624.97 7.000 88.50
0006954 NEW YORK NY 10128 245,000.00 239,584.45 7.625 70.00
0006955 BROOKLYN NY 11205 343,000.00 337,703.66 7.875 58.10
Loan Original Current
Number City St Zip Balance Balance Rate LTV
0006956 BROOKLYN NY 11215 289,800.00 282,794.42 7.000 90.00
0006957 BROOKLYN NY 11217 352,000.00 343,734.46 6.875 80.00
0006958 NEW YORK NY 10023 351,750.00 344,746.18 7.750 75.00
0006958 MANHASSET NY 11030 300,000.00 289,524.95 7.750 49.80
0006959 EAST QUOGUE NY 11942 227,500.00 217,989.27 7.250 69.50
0006960 NEW YORK NY 10011 386,500.00 377,332.47 6.625 77.30
0006962 NEW YORK NY 10021 650,000.00 636,990.66 7.500 65.00
0006962 NEW YORK NY 10023 276,000.00 270,208.31 7.250 73.40
0006963 SAG HARBOR NY 11963 216,000.00 211,489.42 7.500 77.40
0006965 EAST HAMPTO NY 11937 825,000.00 807,772.84 7.500 90.40
0006965 CHAPPAQUA NY 10514 469,000.00 460,469.91 8.000 70.40
0006965 NEW YORK NY 10016 261,900.00 255,701.29 6.875 90.00
0006969 CHAPPAQUA NY 10514 291,600.00 284,910.19 7.000 80.00
0006970 GARRISON NY 10524 248,000.00 244,528.10 8.875 70.90
0006970 OLD BROOKVI NY 11545 450,000.00 440,665.70 7.625 70.30
0006973 WESTON CT 06883 296,000.00 289,366.29 7.125 69.60
0006975 BRIDGEHAMPT NY 11932 240,100.00 235,572.79 7.625 70.00
0006975 NEW YORK NY 10025 266,000.00 260,905.24 7.500 74.90
0006977 BRONX NY NY 10471 379,276.47 370,522.34 7.750 89.20
0006978 BALDWIN HAR NY 11510 300,000.00 293,246.14 6.875 89.30
0006978 PORT WASHIN NY 11050 240,000.00 234,596.97 6.875 63.50
0006979 RYE BROOK NY 10573 287,500.00 281,323.21 7.125 52.80
0006980 NEW YORK NY 10023 257,000.00 252,517.83 7.750 76.50
0006980 STATEN ISLA NY 10309 368,950.00 357,612.38 7.000 88.90
0006980 LARCHMONT NY 10538 227,000.00 222,221.44 7.000 79.90
0006980 PORT WASHIN NY 11050 280,300.00 276,086.76 8.750 71.90
0006980 NEW YORK NY 10025 235,000.00 230,068.58 7.250 63.90
0006981 BROOKLYN NY 11217 344,000.00 336,255.59 6.875 80.00
0006981 GREAT NECK NY 11024 500,000.00 488,944.99 7.000 26.50
0006982 YORKTOWN NY 10598 210,000.00 202,682.07 7.750 68.90
0006982 LAWRENCE NY 11559 280,000.00 274,499.04 7.125 70.90
0006983 GLEN HEAD NY 11579 224,000.00 219,155.26 7.125 80.00
0006983 BAYSIDE NY 11360 300,000.00 292,554.96 7.125 66.70
0006984 NEW HYDE NY 11040 210,000.00 205,272.15 6.875 78.40
0006984 POMONA NY 10970 235,000.00 223,373.67 7.000 50.00
0006984 NEW YORK NY 10014 862,500.00 841,757.42 7.000 75.00
0006984 MUNSEY PARK NY 11030 300,000.00 276,312.37 6.750 57.10
0006985 NEW YORK NY 10128 600,000.00 585,850.71 6.625 69.40
0006985 EAST HILLS NY 11576 462,000.00 452,274.57 7.000 64.20
0006985 MANHASSET NY 11030 400,000.00 380,548.69 6.750 74.10
0006985 NEW YORK NY 10014 315,750.00 311,119.92 8.875 77.00
0006987 NEW YORK NY 10024 336,000.00 328,781.36 7.125 80.00
0006987 BROOKLYN NY 11201 708,000.00 692,743.25 6.875 80.00
0007318 BROOKLYN NY 11219 355,000.00 343,795.55 8.500 71.00
Loan Original Current
Number City St Zip Balance Balance Rate LTV
0007425 MT CHARLEST NV 89124 240,000.00 232,523.55 8.500 80.00
0007443 VIRGINIA BE VA 23455 280,000.00 271,047.00 8.500 74.30
0007533 NEW YORK NY 10956 380,000.00 368,163.25 8.500 78.40
0007601 DALLAS TX 75205 360,000.00 332,134.84 8.250 73.50
0007601 PLANO TX 75093 392,000.00 379,929.16 8.125 80.00
0007601 DALLAS TX 75208 279,000.00 269,960.55 8.000 90.00
0007602 HOUSTON TX 77004 299,700.00 291,533.51 8.625 79.90
0007602 DALLAS TX 75231 412,500.00 399,260.42 7.750 75.00
0007602 HOUSTON TX 77027 407,000.00 396,034.99 8.375 57.70
0007602 HOUSTON TX 77019 900,000.00 872,222.47 8.125 75.00
0007602 DALLAS TX 75209 356,000.00 344,465.81 8.000 71.20
0007603 HOUSTON TX 77057 666,600.00 645,204.94 7.750 39.20
0007603 SUNNYVALE TX 75182 270,000.00 262,466.78 8.500 75.00
0007603 DALLAS TX 75248 581,250.00 564,638.07 8.625 75.00
0007604 SAN ANTONIO TX 78209 287,200.00 279,031.29 8.000 80.00
0007604 DALLAS TX 75209 500,000.00 481,817.85 6.750 57.50
0007605 HOUSTON TX 77005 304,200.00 295,864.79 8.125 82.40
0007605 PLANO TX 75093 243,000.00 230,787.81 7.875 89.30
0007605 CYPRESS TX 77429 221,400.00 215,042.72 7.875 90.00
0007605 HOUSTON TX 77005 259,000.00 251,562.86 7.875 68.50
0007605 LAKE JACKSO TX 77566 220,950.00 214,605.11 7.875 90.00
0007606 KINGWOOD TX 77345 228,000.00 221,348.54 7.625 80.00
0007606 HOUSTON TX 77005 279,000.00 267,485.32 7.625 90.00
0007606 EL PASO TX 79912 228,000.00 209,413.95 7.500 80.00
0007606 HOUSTON TX 77057 270,000.00 262,330.74 7.750 78.30
0007606 HOUSTON TX 77024 230,550.00 223,978.81 7.750 41.90
0007606 COLLEYVILLE TX 75034 281,650.00 261,083.05 8.500 60.60
0007606 HOUSTON TX 77005 461,700.00 446,958.11 7.375 63.70
0007606 HOUSTON TX 77005 241,550.00 234,824.10 7.875 62.70
0007606 HOUSTON TX 77005 250,200.00 243,449.73 7.875 83.40
0007607 HOUSTON TX 77027 585,150.00 567,877.65 7.625 75.00
0007607 EL PASO TX 79912 244,800.00 234,227.57 7.750 90.00
0007607 PLANO TX 75093 233,700.00 226,817.23 7.500 75.00
0007607 UNIVERSITY TX 75205 337,500.00 327,959.10 7.625 90.00
0007607 HOUSTON TX 77005 231,650.00 225,199.70 7.875 87.40
0007607 HOUSTON TX 77005 235,250.00 228,903.14 7.875 68.20
0007607 HOUSTON TX 77005 303,750.00 293,731.53 7.750 90.00
0007607 BELLAIRE TX 77401 281,700.00 273,984.93 7.625 87.50
0007608 BEAUMONT TX 77707 360,000.00 350,373.60 7.750 90.00
0007608 HOUSTON TX 77056 211,100.00 205,455.21 7.750 57.80
0007608 HOUSTON TX 77019 268,350.00 242,113.00 7.750 62.60
0007608 HOUSTON TX 77041 315,000.00 306,377.45 7.625 76.80
0007608 HOUSTON TX 77056 310,000.00 300,474.63 7.000 67.40
0007608 KINGWOOD TX 77345 307,750.00 299,520.94 7.750 75.10
Loan Original Current
Number City St Zip Balance Balance Rate LTV
0007608 BELLAIRE TX 77401 270,000.00 262,163.58 7.375 64.60
0007608 HOUSTON TX 77005 349,750.00 340,415.63 7.500 76.00
0007608 COLLEYVILLE TX 76034 400,000.00 388,870.24 7.500 80.00
0007608 HOUSTON TX 77005 225,000.00 218,228.00 7.250 75.00
0007609 IRVING TX 75063 225,000.00 219,041.87 7.625 90.00
0007610 HOUSTON TX 77024 292,500.00 284,189.67 6.875 90.00
0008200 RIDGWAY CO 81432 300,000.00 290,835.77 8.375 75.00
0008635 ORANGE CA 92669 610,435.00 592,520.91 7.250 74.90
0008990 UNIVERSITY TX 75225 212,350.00 206,316.87 6.875 59.80
0008990 HOUSTON TX 77005 270,000.00 262,328.97 6.875 90.00
0008990 HOUSTON TX 77030 284,000.00 275,744.12 6.750 85.00
0008990 SAN ANTONIO TX 78209 232,000.00 225,869.87 6.875 80.00
0008990 COLLEYVILLE TX 76034 393,700.00 382,808.22 6.625 75.00
0008991 HOUSTON TX 77063 304,400.00 296,356.80 6.875 78.10
0008991 DALLAS TX 75229 233,400.00 227,373.89 7.000 42.80
0008991 SPRING TX 77379 219,600.00 213,930.13 7.000 90.00
0008991 HOUSTON TX 77005 500,000.00 486,788.68 6.875 76.90
0008991 EL PASO TX 79912 300,000.00 291,833.78 6.750 61.90
0008991 HOUSTON TX 77005 418,850.00 408,036.00 7.000 78.30
0008991 DALLAS TX 75225 391,500.00 381,192.94 7.000 70.80
0008991 SAN ANTONIO TX 78230 242,500.00 224,226.62 6.875 77.70
0008991 HOUSTON TX 77077 252,100.00 245,188.90 6.875 45.00
0008991 HOUSTON TX 77005 258,300.00 249,780.35 6.625 73.80
0008991 HOUSTON TX 77056 509,000.00 495,551.00 6.875 78.30
0008991 THE WOODLAN TX 77380 252,000.00 245,341.32 6.875 80.00
0008991 HOUSTON TX 77024 440,000.00 428,211.27 6.875 80.00
0008991 DALLAS TX 75248 220,500.00 214,673.84 6.875 80.80
0008991 HOUSTON TX 77059 451,250.00 423,017.39 6.875 79.20
0008991 AUSTIN TX 78646 380,000.00 369,959.48 6.875 79.80
0008992 HOUSTON TX 77024 224,350.00 218,116.15 6.875 76.10
0008992 DALLAS TX TX 75287 426,000.00 415,655.66 7.125 54.60
0008992 PLANO TX 75025 266,250.00 259,319.15 6.750 80.00
0008992 HOUSTON TX 77024 239,400.00 232,926.91 6.750 85.50
0008992 HOUSTON TX 77005 241,650.00 235,116.15 6.750 43.90
0008993 AUSTIN TX 78730 242,650.00 236,477.79 6.875 77.00
0008993 DALLAS TX TX 75205 296,000.00 288,115.74 6.625 80.00
0008993 THE WOODLAN TX 77380 264,000.00 257,024.28 6.875 80.00
0009667 HOUSTON TX 77005 228,700.00 222,882.56 6.875 65.30
0009667 KINGWOOD TX 77339 300,000.00 292,543.82 7.000 75.00
0009667 PLANO TX 75093 332,150.00 323,503.86 6.750 78.70
0009667 HIGHLAND PK TX 75205 393,750.00 384,046.18 7.250 75.00
0009667 SAN ANTONIO TX 78209 276,650.00 270,341.21 7.250 82.60
0009668 HOUSTON TX 77077 243,350.00 237,440.82 7.125 78.50
0009668 HOUSTON TX 77024 406,850.00 397,198.87 7.250 75.00
Loan Original Current
Number City St Zip Balance Balance Rate LTV
0009668 PASADENA TX 77505 257,250.00 251,348.16 7.000 60.50
0009668 HOUSTON TX 77005 290,400.00 283,303.11 7.125 80.00
0009668 DALLAS TX TX 75229 275,000.00 268,165.33 7.000 66.70
0009668 SAN ANTONIO TX 78230 400,000.00 378,676.76 6.625 76.20
0009668 SPRING TX 77379 246,400.00 240,424.36 7.125 80.00
0009668 AUSTIN TX 78746 299,650.00 293,243.07 7.375 76.80
0009668 HOUSTON TX 77098 263,500.00 255,911.20 7.125 80.00
0009668 AUSTIN TX 78738 312,650.00 305,477.47 7.000 79.20
0009668 AUSTIN TX 78759 244,700.00 238,954.18 6.875 80.00
0009668 AUSTIN TX 78730 264,000.00 247,435.05 6.875 78.30
0009669 SOUTHLAKE TX 76092 252,000.00 246,585.89 7.125 79.70
0009669 IRVING TX 75062 235,100.00 230,016.97 7.375 75.00
0009669 HOUSTON TX 77005 265,000.00 258,927.69 7.000 63.90
0009669 AUSTIN TX 78746 231,900.00 226,598.64 6.875 80.00
0009669 HOUSTON TX 77096 230,850.00 219,145.06 7.250 90.00
0009669 HOUSTON TX 77079 263,250.00 253,241.84 7.125 90.00
0009669 HOUSTON TX 77005 234,000.00 228,848.15 7.000 90.00
0009669 HOUSTON TX 77024 263,000.00 257,079.03 6.875 43.80
0009669 HOUSTON TX 77005 280,000.00 216,181.29 7.125 80.00
0009669 HOUSTON TX 77027 389,700.00 382,056.66 7.375 79.50
0009669 MISSION TX 78572 285,000.00 276,692.38 8.500 82.60
0009669 DALLAS TX TX 75252 209,600.00 204,628.83 6.750 80.00
0009669 SUGAR LAND TX 77479 247,950.00 242,408.85 7.000 89.80
0009670 HOUSTON TX 77005 249,350.00 244,574.15 7.500 74.80
0009670 AUSTIN TX 78759 220,000.00 215,704.93 7.500 84.60
0009670 KINGWOOD TX 77339 230,000.00 225,190.76 7.125 75.60
0009670 HOUSTON TX 77056 424,000.00 415,670.22 7.125 80.00
0009670 HOUSTON TX 77024 238,500.00 234,631.24 8.125 90.00
0009670 BELLAIRE TX 77401 375,000.00 369,341.52 8.250 85.00
0009670 HOUSTON TX 77005 231,200.00 227,799.34 8.625 79.70
0009670 DALLAS TX TX 75205 272,000.00 267,899.50 8.500 80.00
0009670 BEAUMONT TX 77706 241,000.00 237,537.31 8.500 79.80
0009670 DALLAS TX TX 75205 400,000.00 385,139.50 8.375 69.30
0009670 FORT WORTH TX 76116 420,000.00 409,598.40 8.125 80.00
0009670 DALLAS TX TX 75225 218,300.00 211,706.94 8.625 75.30
0009670 TROPHY CLUB TX 76051 244,000.00 238,380.20 8.500 80.00
0009670 THE WOODLAN TX 77381 215,700.00 212,282.59 8.000 78.20
0009670 THE WOODLAN TX 77381 235,000.00 228,292.65 7.875 74.20
0009670 HOUSTON TX 77098 368,000.00 362,446.93 8.250 80.00
0009670 HOUSTON TX 77079 226,000.00 222,909.20 8.750 80.00
0009670 AUSTIN TX 78703 240,000.00 236,800.36 8.625 67.60
0009670 COLLEYVILLE TX 76034 262,550.00 258,759.14 8.625 60.80
0009670 AUSTIN TX 78746 284,000.00 280,397.03 8.875 80.00
0009671 HOUSTON TX 77057 367,100.00 361,694.53 8.375 54.80
Loan Original Current
Number City St Zip Balance Balance Rate LTV
0009671 HOUSTON TX 77005 238,500.00 235,238.21 8.750 90.00
0009671 PLANO TX 75093 248,400.00 244,746.36 8.125 75.60
0009671 AUSTIN TX 78746 232,500.00 229,159.45 8.500 75.00
0009671 AUSTIN TX 78730 374,400.00 369,283.74 8.500 79.70
0009671 BELLAIRE TX 77401 324,300.00 320,082.44 8.750 88.80
0009671 COPPELL TX TX 75019 217,550.00 214,649.58 8.625 90.00
0009671 HOUSTON TX 77005 342,000.00 337,326.55 8.500 90.00
0009671 HOUSTON TX 77024 268,000.00 264,337.80 8.500 79.30
0009671 DALLAS TX TX 75225 234,350.00 231,078.42 8.125 75.00
0009671 SAN ANTONIO TX 78257 300,000.00 296,035.08 8.125 54.30
0009671 BOERNE TX TX 78006 230,500.00 227,717.94 8.625 76.80
0009671 AUSTIN TX 78734 229,500.00 223,151.86 8.250 90.00
0009671 SAN ANTONIO TX 78255 233,100.00 229,924.63 8.250 90.00
0009671 HOUSTON TX 77059 289,200.00 285,186.48 7.875 80.00
0009671 HOUSTON TX 77005 284,000.00 280,102.10 8.375 74.80
0009671 BUNKER HILL TX 77024 310,000.00 292,879.17 7.875 75.60
0009671 HOUSTON TX 77005 288,750.00 285,117.05 8.375 75.00
0009671 AUSTIN TX 78703 229,850.00 227,252.24 8.625 73.00
0009671 KATY TX TX 77450 456,000.00 450,716.50 8.500 80.00
0009672 EL PASO TX 79902 300,000.00 193,736.78 8.500 70.60
0009672 DALLAS TX TX 55555 355,000.00 350,749.23 8.625 79.80
0009672 MIDLAND TX 79707 376,000.00 371,192.00 8.000 80.00
0009672 HOUSTON TX 77007 220,000.00 215,166.06 8.250 79.70
0009672 DALLAS TX TX 75209 500,000.00 492,352.68 8.250 80.00
0009768 ESSEX MA MA 01929 255,000.00 249,495.42 7.750 78.50
0009840 HUNTINGTON CA 92677 546,000.00 532,561.49 7.250 79.90
0009842 MALIBU CA CA 90265 649,000.00 635,966.23 7.250 72.90
0009861 BOCA RATON FL 33432 498,000.00 487,250.19 7.750 75.00
0060001 NEW YORK NY 10010 368,000.00 360,061.75 7.125 80.00
0060002 NEW YORK NY 10016 365,500.00 358,331.42 7.375 85.00
0060005 DARIEN CT CT 06820 650,000.00 636,946.20 7.250 79.30
0060006 NEW YORK NY 10021 618,000.00 605,588.91 7.250 74.90
0060007 NEW YORK NY 10017 342,600.00 336,493.02 7.875 76.60
0060007 FOREST HILL NY 11375 300,000.00 294,116.04 7.375 74.10
0060008 KATONAH NY 10536 300,000.00 294,245.35 7.000 58.80
0060008 BROOKLYN NY 11217 312,000.00 306,303.01 7.750 69.20
0060009 BROOKLYN NY 11234 211,500.00 207,544.61 7.625 75.00
0060011 NEW YORK NY 10028 602,400.00 592,628.48 8.125 59.10
0060011 NEW YORK NY 10025 220,000.00 216,254.28 7.875 62.00
0060012 OYSTER BAY NY 11771 345,000.00 337,390.16 6.750 58.00
0060012 HUNTINGTON NY 11743 212,000.00 207,634.72 6.875 70.70
0060013 NEW YORK NY 10024 225,000.00 220,883.34 7.250 40.20
0060017 BEDFORD NY 10506 400,000.00 393,185.23 7.875 57.10
0060017 NEW YORK NY 10025 240,000.00 236,009.50 7.750 53.30
Loan Original Current
Number City St Zip Balance Balance Rate LTV
0060018 BROOKLYN NY 11215 252,000.00 247,699.70 7.875 90.00
0060018 BROOKLYN NY 11201 242,000.00 238,447.64 7.875 84.90
0060019 JAMAICA NY 11432 242,100.00 233,019.94 7.875 90.00
0060020 BROOKLYN NY 11201 280,000.00 271,243.35 8.375 80.00
0060020 QUOGUE NY 11959 732,000.00 719,834.93 8.000 80.00
0060020 NEW YORK NY 10016 315,000.00 310,222.63 8.250 90.00
0060021 NEW YORK NY 10023 350,000.00 344,183.32 8.000 66.70
0060023 NEW YORK NY 10025 238,500.00 233,598.48 8.500 90.00
0060038 NEW HAVEN CT 06515 227,800.00 224,366.80 8.000 52.90
0060042 NEW YORK NY 10021 263,000.00 259,579.48 8.750 79.70
0060050 NEW YORK NY 10128 450,000.00 444,164.61 8.500 69.20
0060054 BRIDGEHAMPT NY 11932 300,000.00 296,722.00 8.875 42.90
0060055 NEW YORK NY 10020 316,000.00 312,489.35 9.000 80.00
0060057 OLD WESTBUR NY 11568 1,350,000.00 1,334,130.60 8.500 61.40
0060061 HOBOKEN NJ 07030 208,000.00 205,684.71 8.750 74.30
0060064 NEW YORK NY 10025 348,750.00 299,750.55 8.625 75.00
1500084 EVERGREEN CO 80439 292,000.00 289,590.20 6.750 80.00
1507038 REDONDO BEA CA 90277 249,350.00 247,764.42 7.875 80.00
Totals: 208,286,433.43 200,723,973.60 7.855 73.77
Loan Property Orig Rem Orig Mat
Number Type Term Term Date Date Docum. P&I
<S> <C> <C> <C> <C> <C> <C> <C>
0003709 Single Family 360 315 1992-07-16 2022-08-01 Full Doc 2,545.27
0004175 Single Family 360 306 1991-10-21 2021-11-01 Full Doc 1,537.79
0004191 Single Family 360 310 1992-02-07 2022-03-01 Full Doc 2,655.12
0004193 Single Family 360 309 1992-01-29 2022-02-01 Full Doc 3,146.81
0004193 Single Family 360 309 1992-01-24 2022-02-01 Full Doc 2,333.37
0004193 Single Family 360 309 1992-01-29 2022-02-01 Full Doc 2,013.96
0004196 Single Family 360 309 1992-01-10 2022-02-01 Full Doc 2,368.94
0004613 Single Family 360 311 1992-03-31 2022-04-01 Full Doc 1,727.99
0004613 Single Family 360 309 1992-01-21 2022-02-01 Full Doc 2,847.17
0004613 Condo 360 309 1992-01-03 2022-02-01 Full Doc 3,850.06
0004615 Single Family 360 309 1992-01-27 2022-02-01 Full Doc 2,275.04
0004615 Single Family 360 310 1992-02-28 2022-03-01 No Income Verific 1,675.68
0004622 Single Family 360 309 1992-01-17 2022-02-01 Full Doc 1,690.78
0004632 Single Family 360 311 1992-03-02 2022-04-01 Full Doc 2,034.90
0004632 Single Family 360 311 1992-03-18 2022-04-01 Full Doc 2,616.81
0004633 Single Family 360 309 1992-01-29 2022-02-01 Full Doc 1,770.08
0004634 Single Family 360 311 1992-03-20 2022-04-01 Full Doc 3,306.33
0004634 Single Family 360 310 1992-02-20 2022-03-01 Full Doc 1,786.58
0004637 Single Family 360 318 1992-10-21 2022-11-01 Full Doc 2,724.10
0004639 Single Family 360 310 1992-02-24 2022-03-01 Full Doc 2,383.64
0004642 Single Family 360 313 1992-05-28 2022-06-01 Full Doc 1,892.34
0004654 Single Family 360 310 1992-02-28 2022-03-01 Full Doc 1,852.49
0004654 Single Family 360 311 1992-03-26 2022-04-01 Full Doc 1,537.24
0004654 Condo 360 309 1992-01-30 2022-02-01 Full Doc 1,641.76
0004654 Single Family 360 311 1992-03-09 2022-04-01 Full Doc 1,935.29
0004666 Single Family 360 317 1992-09-21 2022-10-01 No Inc/No Asset 1,765.48
0004731 Single Family 360 311 1992-03-13 2022-04-01 Full Doc 2,703.44
0004732 Single Family 360 311 1992-03-13 2022-04-01 Full Doc 3,844.57
0004732 Single Family 360 309 1992-01-22 2022-02-01 Full Doc 1,798.40
0004732 Single Family 360 310 1992-02-14 2022-03-01 Full Doc 2,725.92
0004733 Single Family 360 311 1992-03-24 2022-04-01 Full Doc 1,877.72
0004734 Single Family 360 311 1992-03-20 2022-04-01 Full Doc 2,065.74
0004735 Single Family 360 312 1992-04-15 2022-05-01 Full Doc 2,193.81
0004738 Single Family 360 317 1992-09-04 2022-10-01 Full Doc 3,101.10
0004747 Single Family 360 315 1992-07-23 2022-08-01 Full Doc 2,037.42
0004748 Condo 360 317 1992-09-10 2022-10-01 Full Doc 2,333.37
0004748 Single Family 360 318 1992-10-19 2022-11-01 Full Doc 7,109.00
0004750 Single Family 360 313 1992-05-22 2022-06-01 Full Doc 1,755.56
0004753 Single Family 360 313 1992-05-21 2022-06-01 Full Doc 1,863.70
0004757 Single Family 360 314 1992-06-24 2022-07-01 Full Doc 1,599.34
0004760 Single Family 360 315 1992-07-17 2022-08-01 Full Doc 5,967.34
0004760 Single Family 360 316 1992-08-10 2022-09-01 Full Doc 2,140.48
0004764 Single Family 360 314 1992-06-11 2022-07-01 Full Doc 2,631.60
0004764 Single Family 360 317 1992-09-23 2022-10-01 Full Doc 3,080.05
Loan Property Orig Rem Orig Mat
Number Type Term Term Date Date Docum. P&I
0004764 Single Family 360 315 1992-07-31 2022-08-01 No Income Verific 5,327.86
0004767 Single Family 360 318 1992-10-13 2022-11-01 Full Doc 1,682.84
0004767 Condo 360 316 1992-08-17 2022-09-01 Full Doc 2,268.30
0004767 Condo 360 316 1992-08-21 2022-09-01 Full Doc 2,565.25
0004768 Single Family 360 316 1992-08-26 2022-09-01 Full Doc 2,364.09
0004778 Single Family 360 314 1992-06-03 2022-07-01 Full Doc 2,278.33
0004779 Single Family 360 315 1992-07-06 2022-08-01 Full Doc 2,747.43
0004780 Single Family 360 315 1992-07-24 2022-08-01 Full Doc 4,196.96
0004780 Single Family 360 317 1992-09-23 2022-10-01 No Income Verific 2,685.72
0004780 Single Family 360 316 1992-08-25 2022-09-01 Alternate Doc 2,034.55
0004780 Single Family 360 318 1992-10-30 2022-11-01 Full Doc 3,783.06
0004781 Single Family 360 318 1992-10-08 2022-11-01 Full Doc 2,133.60
0004781 Single Family 360 318 1992-10-06 2022-11-01 Alternate Doc 3,914.10
0004781 Single Family 360 319 1992-11-05 2022-12-01 Full Doc 2,083.77
0004781 Single Family 360 319 1992-11-09 2022-12-01 Full Doc 2,132.32
0004781 Single Family 360 319 1992-11-09 2022-12-01 Full Doc 3,706.56
0004781 Single Family 360 318 1992-10-16 2022-11-01 Full Doc 1,614.29
0004782 Single Family 360 317 1992-09-24 2022-10-01 Full Doc 2,788.31
0004782 Single Family 360 318 1992-10-09 2022-11-01 Full Doc 2,691.20
0004782 Single Family 360 318 1992-10-30 2022-11-01 Full Doc 4,080.24
0004926 Single Family 360 318 1992-10-30 2022-11-01 Full Doc 1,799.26
0004945 Single Family 360 317 1992-09-29 2022-10-01 No Income Verific 1,935.29
0004945 Single Family 360 317 1992-09-18 2022-10-01 Full Doc 2,404.06
0004950 Single Family 360 315 1992-07-31 2022-08-01 Full Doc 1,901.40
0004951 Single Family 360 318 1992-10-20 2022-11-01 Full Doc 1,907.79
0004951 Single Family 360 318 1992-10-06 2022-11-01 Full Doc 1,748.17
0004960 Single Family 360 317 1992-09-04 2022-10-01 Full Doc 1,750.37
0004961 Single Family 360 317 1992-09-29 2022-10-01 No Income Verific 1,641.14
0004962 Single Family 360 316 1992-08-24 2022-09-01 Alternate Doc 1,761.04
0004965 Single Family 360 317 1992-09-23 2022-10-01 Full Doc 5,415.52
0004969 Single Family 360 318 1992-10-07 2022-11-01 Alternate Doc 3,040.29
0004969 Single Family 360 317 1992-09-28 2022-10-01 Full Doc 2,084.77
0004972 Single Family 360 317 1992-09-23 2022-10-01 Full Doc 1,670.05
0004973 Single Family 360 318 1992-10-20 2022-11-01 Alternate Doc 1,968.32
0004983 Single Family 360 318 1992-10-06 2022-11-01 Full Doc 1,726.70
0004983 Single Family 360 318 1992-10-09 2022-11-01 Full Doc 2,253.80
0004989 Single Family 360 317 1992-09-30 2022-10-01 Full Doc 1,983.79
0004990 Single Family 360 318 1992-10-29 2022-11-01 Full Doc 1,894.80
0004990 Single Family 360 318 1992-10-22 2022-11-01 Full Doc 2,214.48
0004995 Single Family 360 317 1992-09-29 2022-10-01 Alternate Doc 1,834.42
0006020 2-4 Family 360 265 1988-05-16 2018-06-01 No Inc/No Asset 3,374.57
0006407 Condo 360 302 1991-06-24 2021-07-01 Full Doc 3,536.28
0006423 Single Family 360 304 1991-08-02 2021-09-01 Full Doc 3,182.69
0006459 Single Family 360 309 1992-01-16 2022-02-01 Full Doc 2,202.77
Loan Property Orig Rem Orig Mat
Number Type Term Term Date Date Docum. P&I
0006461 Single Family 360 309 1992-01-02 2022-02-01 Full Doc 3,155.62
0006462 Single Family 360 310 1992-02-06 2022-03-01 Full Doc 1,565.34
0006466 Single Family 360 311 1992-03-20 2022-04-01 Full Doc 1,944.48
0006467 Single Family 360 310 1992-02-04 2022-03-01 Alternate Doc 5,200.46
0006467 Condo 360 309 1992-01-21 2022-02-01 Alternate Doc 1,667.81
0006469 Single Family 360 309 1992-01-16 2022-02-01 Full Doc 1,845.40
0006470 Single Family 360 310 1992-02-05 2022-03-01 Full Doc 2,736.95
0006471 Single Family 360 311 1992-03-03 2022-04-01 Alternate Doc 1,976.19
0006471 Single Family 360 309 1992-01-08 2022-02-01 Full Doc 2,029.94
0006472 Single Family 360 310 1992-02-07 2022-03-01 Full Doc 1,730.06
0006475 Single Family 360 309 1992-01-17 2022-02-01 Full Doc 2,060.37
0006476 Single Family 360 309 1992-01-07 2022-02-01 Alternate Doc 2,253.80
0006477 Single Family 360 309 1992-01-16 2022-02-01 Alternate Doc 2,660.26
0006477 Single Family 360 309 1992-01-22 2022-02-01 Full Doc 2,177.82
0006480 Single Family 360 311 1992-03-18 2022-04-01 Full Doc 2,407.31
0006480 Single Family 360 309 1992-01-31 2022-02-01 Full Doc 2,883.43
0006481 Single Family 360 309 1992-01-30 2022-02-01 Full Doc 2,844.98
0006482 2-4 Family 360 309 1992-01-23 2022-02-01 Full Doc 1,983.79
0006483 Single Family 360 310 1992-02-21 2022-03-01 Full Doc 2,306.75
0006483 Single Family 360 310 1992-02-03 2022-03-01 Full Doc 2,104.91
0006484 Single Family 360 310 1992-02-14 2022-03-01 No Income Verific 1,997.07
0006487 Condo 360 312 1992-04-24 2022-05-01 Full Doc 2,381.69
0006487 PUD 360 309 1992-01-21 2022-02-01 No Income Verific 2,188.03
0006491 Single Family 360 310 1992-02-21 2022-03-01 Full Doc 2,177.82
0006493 Single Family 360 310 1992-02-21 2022-03-01 Full Doc 2,099.14
0006493 Single Family 360 311 1992-03-12 2022-04-01 Alternate Doc 1,900.19
0006494 Single Family 360 309 1992-01-30 2022-02-01 No Inc/No Asset 5,506.91
0006497 Single Family 360 314 1992-06-12 2022-07-01 Full Doc 2,484.44
0006497 Single Family 360 311 1992-03-12 2022-04-01 Full Doc 2,498.97
0006498 Single Family 360 311 1992-03-26 2022-04-01 Full Doc 2,591.87
0006498 Single Family 360 311 1992-03-11 2022-04-01 Full Doc 3,455.83
0006499 Single Family 360 311 1992-03-30 2022-04-01 Full Doc 2,014.56
0006502 Single Family 360 314 1992-06-29 2022-07-01 Full Doc 3,572.34
0006503 Single Family 360 310 1992-02-21 2022-03-01 Full Doc 2,229.85
0006503 Single Family 360 313 1992-05-15 2022-06-01 Full Doc 2,428.77
0006504 Single Family 360 312 1992-04-15 2022-05-01 No Inc/No Asset 1,691.61
0006506 Single Family 360 312 1992-04-09 2022-05-01 Full Doc 2,053.37
0006509 Single Family 360 312 1992-04-15 2022-05-01 Full Doc 1,995.84
0006515 2-4 Family 360 313 1992-05-20 2022-06-01 Full Doc 1,882.26
0006516 2-4 Family 360 314 1992-06-15 2022-07-01 Full Doc 2,775.95
0006521 Single Family 360 315 1992-07-14 2022-08-01 No Inc/No Asset 4,156.74
0006525 Condo 360 318 1992-10-21 2022-11-01 Full Doc 1,747.42
0006530 Single Family 360 312 1992-04-30 2022-05-01 Full Doc 2,712.25
0006531 Coop 360 314 1992-06-25 2022-07-01 Full Doc 5,501.31
Loan Property Orig Rem Orig Mat
Number Type Term Term Date Date Docum. P&I
0006533 Single Family 360 312 1992-04-16 2022-05-01 Full Doc 1,782.22
0006534 Single Family 360 314 1992-06-04 2022-07-01 Full Doc 2,261.40
0006538 Single Family 360 316 1992-08-21 2022-09-01 Full Doc 2,138.93
0006541 Single Family 360 320 1992-12-23 2023-01-01 Full Doc 1,824.27
0006549 Single Family 360 315 1992-07-07 2022-08-01 No Inc/No Asset 2,718.11
0006551 Single Family 360 315 1992-07-02 2022-08-01 Full Doc 1,811.30
0006552 Condo 360 314 1992-06-30 2022-07-01 Full Doc 1,597.08
0006556 Single Family 360 312 1992-04-20 2022-05-01 Alternate Doc 2,129.14
0006562 Condo 360 313 1992-05-20 2022-06-01 Alternate Doc 1,783.81
0006562 Single Family 360 320 1992-12-15 2023-01-01 Full Doc 1,947.19
0006562 Single Family 360 313 1992-05-14 2022-06-01 No Income Verific 1,890.37
0006568 Single Family 360 312 1992-04-24 2022-05-01 Full Doc 2,197.87
0006568 Condo 360 316 1992-08-18 2022-09-01 Full Doc 2,298.80
0006569 2-4 Family 360 314 1992-06-09 2022-07-01 No Income Verific 2,260.99
0006571 Coop 360 316 1992-08-04 2022-09-01 No Inc/No Asset 2,883.43
0006574 Single Family 360 314 1992-06-30 2022-07-01 No Inc/No Asset 5,559.68
0006578 Single Family 360 314 1992-06-09 2022-07-01 Alternate Doc 1,760.69
0006579 Single Family 360 314 1992-06-25 2022-07-01 Full Doc 1,478.77
0006580 2-4 Family 360 316 1992-08-25 2022-09-01 Full Doc 2,852.67
0006581 Single Family 360 319 1992-11-25 2022-12-01 Full Doc 4,256.41
0006582 2-4 Family 360 318 1992-10-28 2022-11-01 No Income Verific 3,319.85
0006583 Single Family 360 317 1992-09-24 2022-10-01 Full Doc 1,981.17
0006586 Single Family 360 314 1992-06-15 2022-07-01 Full Doc 1,229.20
0006589 Single Family 360 316 1992-08-28 2022-09-01 Full Doc 1,726.42
0006589 Single Family 360 316 1992-08-07 2022-09-01 No Income Verific 2,245.87
0006589 Single Family 360 314 1992-06-12 2022-07-01 Full Doc 1,802.09
0006593 Single Family 360 315 1992-07-17 2022-08-01 Full Doc 3,461.17
0006593 Single Family 360 315 1992-07-10 2022-08-01 No Income Verific 2,669.44
0006595 Single Family 360 315 1992-07-10 2022-08-01 Full Doc 3,322.26
0006597 Coop 360 314 1992-06-30 2022-07-01 Full Doc 4,498.53
0006597 Single Family 360 316 1992-08-24 2022-09-01 Full Doc 1,974.62
0006597 Coop 360 315 1992-07-16 2022-08-01 Full Doc 2,180.07
0006599 Single Family 360 316 1992-08-25 2022-09-01 Full Doc 4,013.19
0006599 Coop 360 317 1992-09-23 2022-10-01 Full Doc 2,240.99
0006600 Single Family 360 316 1992-09-01 2022-09-01 Full Doc 2,850.28
0006601 Condo 360 316 1992-08-25 2022-09-01 Full Doc 1,694.33
0006603 Single Family 360 316 1992-08-26 2022-09-01 No Inc/No Asset 3,120.32
0006606 Single Family 360 318 1992-10-09 2022-11-01 Full Doc 2,950.13
0006607 Single Family 360 319 1992-11-25 2022-12-01 Full Doc 1,981.10
0006607 Single Family 360 316 1992-08-31 2022-09-01 Full Doc 4,822.30
0006610 Single Family 360 316 1992-09-01 2022-09-01 Full Doc 2,604.69
0006610 Single Family 360 316 1992-08-11 2022-09-01 Full Doc 1,690.36
0006610 Single Family 360 317 1992-09-24 2022-10-01 Full Doc 1,993.86
0006611 Single Family 360 316 1992-08-19 2022-09-01 Full Doc 1,652.79
Loan Property Orig Rem Orig Mat
Number Type Term Term Date Date Docum. P&I
0006612 Single Family 360 315 1992-07-21 2022-08-01 Full Doc 1,825.45
0006613 2-4 Family 360 317 1992-09-10 2022-10-01 Full Doc 2,227.81
0006613 Single Family 360 316 1992-08-25 2022-09-01 Full Doc 2,868.19
0006613 Single Family 360 316 1992-08-17 2022-09-01 Alternate Doc 2,665.66
0006614 Condo 360 318 1992-10-08 2022-11-01 Full Doc 1,927.40
0006615 Single Family 360 317 1992-09-21 2022-10-01 Alternate Doc 2,253.80
0006617 Single Family 360 318 1992-10-23 2022-11-01 Full Doc 2,177.82
0006618 Single Family 360 317 1992-09-04 2022-10-01 Full Doc 1,282.45
0006622 Single Family 360 319 1992-11-25 2022-12-01 Full Doc 2,527.82
0006622 Single Family 360 316 1992-08-17 2022-09-01 Full Doc 3,486.77
0006625 Single Family 360 316 1992-08-27 2022-09-01 No Income Verific 2,394.23
0006625 Single Family 360 318 1992-10-26 2022-11-01 Full Doc 2,993.57
0006627 Single Family 360 317 1992-09-22 2022-10-01 Full Doc 1,907.79
0006628 Single Family 360 318 1992-10-28 2022-11-01 Full Doc 1,764.78
0006631 Single Family 360 317 1992-09-09 2022-10-01 Full Doc 2,435.40
0006632 Single Family 360 316 1992-08-27 2022-09-01 Full Doc 1,504.82
0006632 Single Family 360 319 1992-11-02 2022-12-01 Full Doc 2,516.75
0006633 Single Family 360 321 1993-01-07 2023-02-01 Full Doc 2,391.57
0006633 Single Family 360 319 1992-11-05 2022-12-01 Full Doc 2,654.23
0006635 Condo 360 319 1992-11-13 2022-12-01 Alternate Doc 2,496.84
0006636 Single Family 360 317 1992-09-22 2022-10-01 Full Doc 1,783.00
0006636 Single Family 360 318 1992-10-05 2022-11-01 Full Doc 1,782.17
0006636 Single Family 360 319 1992-11-09 2022-12-01 Full Doc 2,054.55
0006637 Single Family 360 319 1992-11-09 2022-12-01 Alternate Doc 2,227.50
0006637 Single Family 360 319 1992-11-12 2022-12-01 Full Doc 2,227.50
0006638 Condo 360 319 1992-11-02 2022-12-01 Full Doc 2,242.10
0006639 Single Family 360 316 1992-08-27 2022-09-01 Full Doc 2,969.99
0006642 Single Family 360 321 1993-01-05 2023-02-01 Full Doc 1,819.96
0006646 Single Family 360 320 1992-12-22 2023-01-01 No Inc/No Asset 3,712.49
0006646 Single Family 360 318 1992-10-23 2022-11-01 Full Doc 1,710.17
0006646 Single Family 360 323 1993-03-02 2023-04-01 Full Doc 1,804.88
0006648 Single Family 360 320 1992-12-21 2023-01-01 No Income Verific 1,729.03
0006649 Single Family 360 317 1992-10-01 2022-10-01 No Income Verific 2,518.75
0006652 Single Family 360 320 1992-12-10 2023-01-01 Full Doc 1,907.79
0006653 Single Family 360 319 1992-11-05 2022-12-01 Full Doc 1,670.62
0006654 Single Family 360 318 1992-10-27 2022-11-01 No Income Verific 2,455.52
0006657 Single Family 360 319 1992-11-09 2022-12-01 Full Doc 4,560.44
0006659 Single Family 360 318 1992-10-26 2022-11-01 No Income Verific 1,698.71
0006662 Single Family 360 318 1992-10-21 2022-11-01 Full Doc 2,487.37
0006666 2-4 Family 360 319 1992-11-20 2022-12-01 Full Doc 2,797.07
0006668 Single Family 360 323 1993-03-25 2023-04-01 Full Doc 3,756.34
0006669 2-4 Family 360 323 1993-04-01 2023-04-01 Alternate Doc 2,058.48
0006670 Single Family 360 318 1992-10-13 2022-11-01 Alternate Doc 2,825.00
0006671 Single Family 360 319 1992-11-05 2022-12-01 Full Doc 1,653.92
Loan Property Orig Rem Orig Mat
Number Type Term Term Date Date Docum. P&I
0006671 Single Family 360 320 1992-12-14 2023-01-01 Full Doc 1,990.32
0006673 Single Family 360 322 1993-02-02 2023-03-01 Full Doc 1,676.37
0006675 Single Family 360 321 1993-01-25 2023-02-01 Full Doc 3,577.84
0006675 Single Family 360 319 1992-11-30 2022-12-01 Full Doc 1,566.67
0006675 Single Family 360 320 1992-12-08 2023-01-01 Full Doc 2,097.65
0006675 2-4 Family 360 322 1993-02-11 2023-03-01 No Income Verific 2,072.23
0006676 Single Family 360 320 1992-12-18 2023-01-01 No Income Verific 2,793.27
0006677 Condo 360 319 1992-11-13 2022-12-01 Full Doc 1,831.22
0006678 Single Family 360 323 1993-03-23 2023-04-01 Full Doc 2,728.68
0006680 Single Family 360 319 1992-11-24 2022-12-01 Alternate Doc 1,966.49
0006681 Single Family 360 320 1992-12-28 2023-01-01 Full Doc 2,068.65
0006682 Single Family 360 323 1993-03-29 2023-04-01 Alternate Doc 2,808.34
0006682 Single Family 360 320 1992-12-02 2023-01-01 Alternate Doc 1,707.75
0006684 2-4 Family 360 322 1993-02-18 2023-03-01 Full Doc 1,964.79
0006684 Single Family 360 322 1993-02-03 2023-03-01 Full Doc 1,834.42
0006686 Single Family 360 319 1992-11-20 2022-12-01 Full Doc 2,338.87
0006688 Condo 360 320 1992-12-04 2023-01-01 Full Doc 1,826.01
0006689 2-4 Family 360 321 1993-01-15 2023-02-01 Full Doc 2,641.56
0006691 Single Family 360 321 1993-01-21 2023-02-01 No Income Verific 2,458.55
0006694 Single Family 360 319 1992-11-09 2022-12-01 No Income Verific 5,735.97
0006695 Single Family 360 319 1992-11-20 2022-12-01 Full Doc 2,779.17
0006695 Single Family 360 320 1992-12-21 2023-01-01 Full Doc 2,556.78
0006696 Single Family 360 322 1993-02-08 2023-03-01 Full Doc 2,011.56
0006697 2-4 Family 360 322 1993-02-24 2023-03-01 Full Doc 1,944.28
0006699 2-4 Family 360 319 1992-11-30 2022-12-01 Full Doc 3,283.52
0006700 Single Family 360 320 1992-12-31 2023-01-01 No Income Verific 1,777.73
0006700 Single Family 360 322 1993-02-16 2023-03-01 Alternate Doc 1,983.37
0006701 Single Family 360 323 1993-03-05 2023-04-01 Full Doc 2,435.81
0006702 Single Family 360 322 1993-01-28 2023-03-01 Full Doc 1,888.09
0006703 2-4 Family 360 322 1993-02-08 2023-03-01 No Income Verific 1,878.17
0006705 2-4 Family 360 323 1993-03-09 2023-04-01 Full Doc 2,158.61
0006706 Single Family 360 322 1993-02-16 2023-03-01 No Inc/No Asset 1,791.78
0006707 Condo 360 320 1992-12-17 2023-01-01 Full Doc 2,391.57
0006709 Single Family 360 323 1993-03-04 2023-04-01 Full Doc 3,568.52
0006709 Single Family 360 320 1992-12-22 2023-01-01 Alternate Doc 1,937.67
0006710 2-4 Family 360 321 1993-01-20 2023-02-01 Full Doc 2,722.27
0006712 Single Family 360 322 1993-02-26 2023-03-01 Full Doc 1,622.74
0006712 2-4 Family 360 322 1993-02-05 2023-03-01 Full Doc 2,101.64
0006715 Single Family 360 321 1993-01-20 2023-02-01 Full Doc 1,618.96
0006716 Single Family 360 324 1993-04-09 2023-05-01 Alternate Doc 1,524.59
0006721 Single Family 360 324 1993-04-26 2023-05-01 Full Doc 2,386.63
0006724 Single Family 360 323 1993-03-05 2023-04-01 Alternate Doc 1,791.04
0006727 Single Family 360 322 1993-02-19 2023-03-01 Full Doc 1,993.95
0006727 2-4 Family 360 323 1993-03-11 2023-04-01 Alternate Doc 1,878.17
Loan Property Orig Rem Orig Mat
Number Type Term Term Date Date Docum. P&I
0006730 Single Family 360 323 1993-03-26 2023-04-01 Full Doc 1,907.79
0006730 Single Family 360 322 1993-02-18 2023-03-01 Full Doc 2,621.16
0006735 Single Family 360 321 1993-01-28 2023-02-01 Full Doc 1,770.08
0006738 Single Family 360 322 1993-03-01 2023-03-01 Full Doc 2,090.20
0006743 Single Family 360 323 1993-03-11 2023-04-01 No Inc/No Asset 1,588.61
0006743 2-4 Family 360 325 1993-05-06 2023-06-01 Full Doc 1,478.84
0006749 2-4 Family 360 323 1993-03-16 2023-04-01 Full Doc 4,074.99
0006749 2-4 Family 360 323 1993-03-19 2023-04-01 Full Doc 1,614.29
0006750 Single Family 360 323 1993-03-10 2023-04-01 No Inc/No Asset 2,201.30
0006752 Single Family 360 326 1993-05-28 2023-07-01 Full Doc 2,715.21
0006754 Single Family 360 326 1993-06-02 2023-07-01 Full Doc 1,713.85
0006754 Single Family 360 324 1993-04-07 2023-05-01 Full Doc 1,923.57
0006757 Single Family 360 325 1993-05-18 2023-06-01 Alternate Doc 3,146.47
0006761 2-4 Family 360 325 1993-05-07 2023-06-01 Full Doc 3,625.35
0006761 2-4 Family 360 325 1993-05-19 2023-06-01 No Income Verific 1,851.93
0006763 Single Family 360 324 1993-04-08 2023-05-01 Full Doc 1,640.59
0006763 Single Family 360 324 1993-04-23 2023-05-01 Full Doc 1,964.41
0006765 Single Family 360 325 1993-05-04 2023-06-01 Full Doc 1,780.51
0006768 2-4 Family 360 324 1993-04-30 2023-05-01 Full Doc 3,209.53
0006768 Single Family 360 325 1993-05-18 2023-06-01 Full Doc 3,036.16
0006769 2-4 Family 360 325 1993-05-21 2023-06-01 Full Doc 1,538.28
0006769 Single Family 360 326 1993-06-02 2023-07-01 Full Doc 1,740.17
0006770 Single Family 360 325 1993-05-24 2023-06-01 Full Doc 2,697.26
0006771 Single Family 360 325 1993-05-13 2023-06-01 Full Doc 1,707.93
0006771 2-4 Family 360 325 1993-05-06 2023-06-01 No Income Verific 1,557.15
0006771 Condo 360 325 1993-05-10 2023-06-01 Full Doc 2,865.15
0006773 Single Family 360 324 1993-04-23 2023-05-01 Full Doc 2,062.69
0006774 Single Family 360 325 1993-05-18 2023-06-01 Full Doc 5,202.29
0006774 Condo 360 328 1993-08-19 2023-09-01 Full Doc 2,149.24
0006778 Single Family 360 324 1993-04-12 2023-05-01 Full Doc 2,008.92
0006780 2-4 Family 360 331 1993-11-23 2023-12-01 No Inc/No Asset 2,922.97
0006780 2-4 Family 360 325 1993-05-21 2023-06-01 Full Doc 2,320.23
0006780 2-4 Family 360 328 1993-08-12 2023-09-01 Full Doc 1,454.37
0006783 Single Family 360 325 1993-05-07 2023-06-01 Full Doc 3,600.96
0006784 Condo 360 327 1993-07-08 2023-08-01 Full Doc 1,900.80
0006790 Single Family 360 328 1993-08-20 2023-09-01 Full Doc 1,717.40
0006794 Single Family 360 325 1993-05-24 2023-06-01 Full Doc 5,272.80
0006794 2-4 Family 360 326 1993-06-10 2023-07-01 Full Doc 1,538.28
0006794 Condo 360 326 1993-06-15 2023-07-01 Full Doc 1,611.93
0006795 Condo 360 327 1993-07-28 2023-08-01 Full Doc 3,111.17
0006797 Single Family 360 315 1992-07-14 2022-08-01 No Inc/No Asset 1,741.55
0006804 2-4 Family 360 325 1993-05-26 2023-06-01 No Income Verific 1,907.24
0006804 Single Family 360 325 1993-05-28 2023-06-01 Full Doc 4,298.48
0006805 Condo 360 325 1993-05-27 2023-06-01 Full Doc 1,915.13
Loan Property Orig Rem Orig Mat
Number Type Term Term Date Date Docum. P&I
0006807 2-4 Family 360 329 1993-09-27 2023-10-01 Full Doc 1,478.84
0006807 Condo 360 328 1993-07-29 2023-09-01 Full Doc 1,614.94
0006810 Single Family 360 325 1993-05-28 2023-06-01 No Income Verific 3,108.95
0006810 Condo 360 326 1993-06-18 2023-07-01 Full Doc 4,060.39
0006815 Condo 360 328 1993-08-13 2023-09-01 Full Doc 3,468.19
0006819 Condo 360 327 1993-07-07 2023-08-01 Full Doc 1,856.18
0006821 Condo 360 327 1993-07-21 2023-08-01 Alternate Doc 3,574.90
0006822 2-4 Family 360 332 1993-12-03 2024-01-01 Alternate Doc 2,146.56
0006831 Condo 360 327 1993-07-26 2023-08-01 Full Doc 2,464.46
0006832 Condo 360 328 1993-08-30 2023-09-01 Full Doc 2,576.37
0006834 Single Family 360 329 1993-09-21 2023-10-01 No Income Verific 2,328.56
0006837 Single Family 360 332 1993-12-16 2024-01-01 Full Doc 2,097.65
0006841 Single Family 360 329 1993-09-15 2023-10-01 Alternate Doc 2,260.77
0006846 2-4 Family 360 335 1994-03-14 2024-04-01 Full Doc 1,511.37
0006847 2-4 Family 360 328 1993-08-26 2023-09-01 Full Doc 2,428.03
0006849 Single Family 360 329 1993-09-30 2023-10-01 No Income Verific 1,726.69
0006849 Condo 360 328 1993-08-11 2023-09-01 Full Doc 2,740.28
0006850 Condo 360 328 1993-08-31 2023-09-01 Full Doc 2,417.37
0006851 Condo 360 330 1993-10-18 2023-11-01 Alternate Doc 1,695.94
0006856 Single Family 360 332 1993-11-30 2024-01-01 No Inc/No Asset 2,728.71
0006859 Single Family 360 330 1993-10-15 2023-11-01 Alternate Doc 1,773.71
0006863 Condo 360 328 1993-09-01 2023-09-01 Full Doc 2,035.83
0006863 Single Family 360 331 1993-11-12 2023-12-01 Alternate Doc 3,178.14
0006863 Single Family 360 332 1993-12-03 2024-01-01 Full Doc 4,614.98
0006864 2-4 Family 360 330 1993-10-07 2023-11-01 No Income Verific 2,052.61
0006866 Single Family 360 334 1994-02-04 2024-03-01 Full Doc 2,120.83
0006867 Single Family 360 331 1993-11-18 2023-12-01 No Income Verific 2,069.10
0006868 Single Family 360 337 1994-05-09 2024-06-01 No Income Verific 2,116.12
0006874 Single Family 360 331 1993-11-04 2023-12-01 Full Doc 2,885.61
0006876 2-4 Family 360 330 1993-10-15 2023-11-01 No Income Verific 1,609.04
0006880 Condo 360 330 1993-10-22 2023-11-01 No Income Verific 2,762.82
0006881 Single Family 360 331 1993-11-30 2023-12-01 No Inc/No Asset 5,823.96
0006881 Single Family 360 331 1993-11-15 2023-12-01 Alternate Doc 2,494.89
0006881 Condo 360 330 1993-10-14 2023-11-01 Full Doc 2,663.22
0006882 PUD 360 301 1993-10-01 2021-06-01 No Inc/No Asset 1,586.00
0006882 Single Family 360 330 1993-10-26 2023-11-01 No Inc/No Asset 2,417.50
0006886 Single Family 360 331 1993-10-29 2023-12-01 Full Doc 1,783.02
0006888 2-4 Family 360 332 1993-12-20 2024-01-01 Full Doc 2,956.19
0006889 Condo 360 331 1993-11-15 2023-12-01 Full Doc 2,049.14
0006890 Single Family 360 314 1993-10-01 2022-07-01 Full Doc 1,831.51
0006893 2-4 Family 360 333 1994-01-21 2024-02-01 Full Doc 1,478.09
0006894 2-4 Family 360 331 1993-11-16 2023-12-01 No Income Verific 1,375.03
0006894 Single Family 360 336 1994-04-19 2024-05-01 Full Doc 2,417.37
0006895 Condo 360 331 1993-11-15 2023-12-01 Full Doc 2,829.62
Loan Property Orig Rem Orig Mat
Number Type Term Term Date Date Docum. P&I
0006896 Single Family 360 331 1993-11-01 2023-12-01 Full Doc 2,473.34
0006896 Single Family 360 334 1994-02-18 2024-03-01 Alternate Doc 2,399.82
0006897 Single Family 360 331 1993-11-08 2023-12-01 No Income Verific 2,207.29
0006898 Single Family 360 331 1993-11-12 2023-12-01 Full Doc 2,561.25
0006901 Single Family 360 331 1993-10-29 2023-12-01 No Income Verific 1,466.68
0006902 Single Family 360 331 1993-11-17 2023-12-01 No Income Verific 1,995.10
0006902 Condo 360 332 1993-12-30 2024-01-01 Full Doc 1,436.61
0006903 Single Family 360 333 1994-01-20 2024-02-01 No Income Verific 3,453.38
0006904 Single Family 360 331 1993-11-22 2023-12-01 Alternate Doc 2,395.09
0006906 Single Family 360 334 1994-02-08 2024-03-01 Full Doc 2,182.54
0006910 Single Family 360 332 1993-11-30 2024-01-01 Full Doc 2,529.18
0006911 Single Family 360 333 1994-01-20 2024-02-01 Full Doc 1,788.33
0006912 Condo 360 331 1993-11-30 2023-12-01 Full Doc 1,994.44
0006913 Single Family 360 333 1994-01-12 2024-02-01 Full Doc 5,116.33
0006915 Single Family 360 332 1993-12-06 2024-01-01 Full Doc 1,491.93
0006918 Single Family 360 333 1993-12-30 2024-02-01 Full Doc 6,653.03
0006918 2-4 Family 360 332 1993-12-10 2024-01-01 Full Doc 1,770.68
0006920 Condo 360 332 1993-12-21 2024-01-01 Full Doc 3,865.41
0006921 2-4 Family 360 334 1994-02-02 2024-03-01 No Income Verific 1,762.03
0006921 Single Family 360 332 1993-12-03 2024-01-01 Alternate Doc 3,410.89
0006921 Single Family 360 332 1993-12-20 2024-01-01 Full Doc 3,218.96
0006925 2-4 Family 360 332 1993-12-17 2024-01-01 No Inc/No Asset 1,459.35
0006925 Single Family 360 333 1994-01-07 2024-02-01 No Income Verific 2,348.53
0006926 Single Family 360 333 1993-12-30 2024-02-01 Alternate Doc 2,334.96
0006927 Condo 360 332 1993-12-14 2024-01-01 No Income Verific 1,450.36
0006930 Single Family 360 331 1993-11-30 2023-12-01 No Income Verific 1,556.81
0006931 Single Family 360 334 1994-02-17 2024-03-01 Full Doc 1,955.99
0006933 Coop 360 335 1994-02-28 2024-04-01 Alternate Doc 1,591.54
0006935 Condo 360 332 1993-12-30 2024-01-01 Full Doc 2,046.53
0006937 2-4 Family 360 333 1994-01-04 2024-02-01 No Income Verific 1,728.46
0006938 Condo 360 333 1994-01-13 2024-02-01 Full Doc 2,709.12
0006939 Single Family 360 333 1994-01-06 2024-02-01 No Income Verific 1,769.49
0006940 Single Family 360 333 1994-01-28 2024-02-01 No Inc/No Asset 1,705.45
0006940 Condo 360 334 1994-02-18 2024-03-01 Full Doc 1,573.24
0006941 Coop 360 334 1994-02-14 2024-03-01 Full Doc 1,608.20
0006944 Coop 360 335 1994-03-14 2024-04-01 Alternate Doc 2,097.65
0006945 2-4 Family 360 335 1994-03-09 2024-04-01 No Income Verific 3,453.38
0006948 Single Family 360 333 1994-01-14 2024-02-01 No Income Verific 1,539.46
0006948 Single Family 360 333 1994-01-18 2024-02-01 No Income Verific 1,498.77
0006950 Single Family 360 333 1994-01-10 2024-02-01 No Income Verific 1,655.53
0006953 Single Family 360 335 1994-03-09 2024-04-01 No Income Verific 2,123.39
0006954 Single Family 360 334 1994-02-08 2024-03-01 Alternate Doc 1,413.77
0006954 Coop 360 332 1993-12-27 2024-01-01 Full Doc 1,734.10
0006955 Single Family 360 339 1994-07-14 2024-08-01 Alternate Doc 2,486.99
Loan Property Orig Rem Orig Mat
Number Type Term Term Date Date Docum. P&I
0006956 2-4 Family 360 333 1994-01-28 2024-02-01 Full Doc 1,928.05
0006957 2-4 Family 360 334 1994-02-28 2024-03-01 Full Doc 2,312.39
0006958 Condo 360 334 1994-02-03 2024-03-01 No Income Verific 2,519.98
0006958 Single Family 360 333 1994-02-01 2024-02-01 No Income Verific 2,149.24
0006959 Single Family 360 333 1994-01-20 2024-02-01 No Income Verific 1,551.96
0006960 Condo 360 335 1994-03-11 2024-04-01 Full Doc 2,474.81
0006962 Condo 360 335 1994-02-28 2024-04-01 Full Doc 4,544.90
0006962 Condo 360 335 1994-03-31 2024-04-01 Full Doc 1,882.81
0006963 Single Family 360 334 1994-02-09 2024-03-01 Alternate Doc 1,510.31
0006965 Single Family 360 334 1994-02-17 2024-03-01 No Income Verific 5,768.52
0006965 Single Family 360 335 1994-03-03 2024-04-01 No Income Verific 3,441.36
0006965 Condo 360 334 1994-02-18 2024-03-01 Alternate Doc 1,720.50
0006969 Single Family 360 334 1994-02-17 2024-03-01 Full Doc 1,940.03
0006970 Single Family 360 337 1994-04-27 2024-06-01 Alternate Doc 1,973.20
0006970 Single Family 360 335 1994-03-15 2024-04-01 No Income Verific 3,185.08
0006973 Single Family 360 334 1994-02-23 2024-03-01 Alternate Doc 1,994.21
0006975 Single Family 360 335 1994-03-29 2024-04-01 Full Doc 1,699.42
0006975 Single Family 360 336 1994-03-29 2024-05-01 Full Doc 1,859.92
0006977 Single Family 347 320 1994-02-01 2023-01-01 Full Doc 2,743.36
0006978 Single Family 360 335 1994-03-15 2024-04-01 Alternate Doc 1,970.79
0006978 Single Family 360 335 1994-03-31 2024-04-01 Full Doc 1,576.63
0006979 Single Family 360 335 1994-03-21 2024-04-01 Full Doc 1,936.95
0006980 Condo 360 337 1994-04-28 2024-06-01 Full Doc 1,841.18
0006980 Single Family 360 336 1994-04-13 2024-05-01 Full Doc 2,454.64
0006980 Single Family 360 336 1994-04-11 2024-05-01 Alternate Doc 1,510.24
0006980 Single Family 360 336 1994-04-11 2024-05-01 No Income Verific 2,205.13
0006980 Single Family 360 335 1994-03-31 2024-04-01 Full Doc 1,603.12
0006981 2-4 Family 360 335 1994-03-24 2024-04-01 Full Doc 2,259.84
0006981 Single Family 360 335 1994-03-28 2024-04-01 No Income Verific 3,326.52
0006982 Single Family 360 335 1994-03-28 2024-04-01 No Income Verific 1,504.47
0006982 Single Family 360 337 1994-05-23 2024-06-01 Full Doc 1,886.42
0006983 Single Family 360 335 1994-03-17 2024-04-01 Full Doc 1,509.13
0006983 Single Family 360 336 1994-04-06 2024-05-01 No Income Verific 2,021.16
0006984 Single Family 360 335 1994-03-25 2024-04-01 Full Doc 1,379.56
0006984 Single Family 360 335 1994-03-21 2024-04-01 Full Doc 1,563.47
0006984 Single Family 360 335 1994-03-31 2024-04-01 Alternate Doc 5,738.24
0006984 Single Family 360 335 1994-03-22 2024-04-01 Full Doc 1,945.80
0006985 2-4 Family 360 335 1994-03-15 2024-04-01 No Income Verific 3,841.87
0006985 Single Family 360 336 1994-04-08 2024-05-01 Full Doc 3,073.70
0006985 Single Family 360 336 1994-04-08 2024-05-01 No Income Verific 2,594.40
0006985 Condo 360 336 1994-04-08 2024-05-01 Full Doc 2,512.25
0006987 Condo 360 335 1994-04-01 2024-04-01 Full Doc 2,263.70
0006987 2-4 Family 360 336 1994-04-04 2024-05-01 Full Doc 4,651.06
0007318 2-4 Family 360 316 1992-08-07 2022-09-01 Full Doc 2,729.64
Loan Property Orig Rem Orig Mat
Number Type Term Term Date Date Docum. P&I
0007425 Single Family 360 316 1992-08-27 2022-09-01 Full Doc 1,845.41
0007443 Single Family 360 315 1992-07-31 2022-08-01 Full Doc 2,152.96
0007533 Single Family 360 316 1992-08-19 2022-09-01 Full Doc 2,921.88
0007601 Single Family 360 319 1992-11-20 2022-12-01 Full Doc 2,704.56
0007601 Single Family 360 319 1992-11-09 2022-12-01 Full Doc 2,910.59
0007601 Single Family 360 318 1992-10-26 2022-11-01 Full Doc 2,047.21
0007602 Condo 360 320 1992-12-07 2023-01-01 Full Doc 2,331.04
0007602 Single Family 360 320 1992-12-08 2023-01-01 Full Doc 2,955.20
0007602 Single Family 360 322 1993-02-09 2023-03-01 Full Doc 3,093.50
0007602 Single Family 360 319 1992-11-10 2022-12-01 Full Doc 6,682.48
0007602 Single Family 360 318 1992-10-30 2022-11-01 Alternate Doc 2,612.21
0007603 Single Family 360 320 1992-12-10 2023-01-01 Full Doc 4,775.60
0007603 Single Family 360 320 1992-12-04 2023-01-01 Alternate Doc 2,076.07
0007603 Single Family 360 319 1992-11-20 2022-12-01 Full Doc 4,520.91
0007604 Single Family 360 323 1993-03-09 2023-04-01 Full Doc 2,107.37
0007604 Single Family 360 322 1993-02-18 2023-03-01 Full Doc 3,243.00
0007605 Single Family 360 323 1993-03-25 2023-04-01 Alternate Doc 2,258.68
0007605 Single Family 360 322 1993-02-26 2023-03-01 Full Doc 1,761.92
0007605 Single Family 360 323 1993-03-10 2023-04-01 Full Doc 1,605.30
0007605 Single Family 360 323 1993-03-15 2023-04-01 Full Doc 1,877.93
0007605 Single Family 360 323 1993-03-26 2023-04-01 Full Doc 1,602.05
0007606 Single Family 360 324 1993-04-19 2023-05-01 Alternate Doc 1,613.77
0007606 Single Family 360 324 1993-04-21 2023-05-01 Alternate Doc 1,974.75
0007606 Single Family 360 324 1993-04-02 2023-05-01 Full Doc 1,594.21
0007606 Single Family 360 324 1993-04-07 2023-05-01 Full Doc 1,934.31
0007606 Single Family 360 324 1993-04-07 2023-05-01 Full Doc 1,651.69
0007606 Single Family 360 324 1993-04-26 2023-05-01 Full Doc 2,061.66
0007606 Single Family 360 323 1993-03-22 2023-04-01 Full Doc 3,188.85
0007606 Single Family 360 324 1993-04-21 2023-05-01 Full Doc 1,751.41
0007606 Single Family 360 325 1993-05-28 2023-06-01 Full Doc 1,814.13
0007607 Single Family 360 324 1993-04-16 2023-05-01 Alternate Doc 4,146.66
0007607 Single Family 360 325 1993-05-11 2023-06-01 Full Doc 1,753.78
0007607 Single Family 360 325 1993-05-24 2023-06-01 Alternate Doc 1,634.07
0007607 Single Family 360 325 1993-05-14 2023-06-01 Full Doc 2,388.80
0007607 Single Family 360 324 1993-04-29 2023-05-01 Full Doc 1,679.63
0007607 Single Family 360 325 1993-05-13 2023-06-01 Full Doc 1,705.73
0007607 Single Family 360 324 1993-04-21 2023-05-01 Full Doc 2,176.11
0007607 Single Family 360 326 1993-06-16 2023-07-01 Full Doc 1,993.85
0007608 Single Family 360 326 1993-06-21 2023-07-01 Full Doc 2,579.09
0007608 Single Family 360 326 1993-06-04 2023-07-01 Full Doc 1,512.35
0007608 Single Family 360 326 1993-06-21 2023-07-01 Full Doc 1,922.50
0007608 Single Family 360 326 1993-06-22 2023-07-01 Full Doc 2,229.56
0007608 Single Family 360 326 1993-06-11 2023-07-01 Full Doc 2,062.44
0007608 Single Family 360 326 1993-06-25 2023-07-01 Full Doc 2,204.76
Loan Property Orig Rem Orig Mat
Number Type Term Term Date Date Docum. P&I
0007608 Single Family 360 326 1993-06-17 2023-07-01 Full Doc 1,864.83
0007608 Single Family 360 326 1993-06-18 2023-07-01 Alternate Doc 2,441.51
0007608 PUD 360 326 1993-06-11 2023-07-01 Full Doc 2,796.86
0007608 Single Family 360 327 1993-06-09 2023-08-01 Full Doc 1,534.90
0007609 Single Family 360 327 1993-07-15 2023-08-01 Full Doc 1,592.54
0007610 Single Family 360 329 1993-09-13 2023-10-01 Full Doc 1,921.52
0008200 Single Family 360 327 1993-07-01 2023-08-01 Full Doc 2,262.76
0008635 Single Family 360 326 1993-06-04 2023-07-01 Full Doc 4,164.25
0008990 Single Family 360 329 1993-09-29 2023-10-01 Full Doc 1,394.99
0008990 Single Family 360 330 1993-09-29 2023-11-01 Full Doc 1,773.71
0008990 Single Family 360 329 1993-09-30 2023-10-01 Full Doc 1,842.02
0008990 Single Family 360 331 1993-11-12 2023-12-01 Full Doc 1,524.08
0008990 Single Family 360 330 1993-10-29 2023-11-01 Full Doc 2,520.90
0008991 Single Family 360 331 1993-11-19 2023-12-01 Full Doc 1,999.70
0008991 Single Family 360 331 1993-11-19 2023-12-01 Full Doc 1,552.82
0008991 Single Family 360 331 1993-11-12 2023-12-01 Full Doc 1,461.01
0008991 Single Family 360 331 1993-11-12 2023-12-01 Full Doc 3,284.65
0008991 PUD 360 331 1993-11-18 2023-12-01 Full Doc 1,945.79
0008991 Single Family 360 331 1993-11-23 2023-12-01 Full Doc 2,786.62
0008991 Single Family 360 331 1993-11-29 2023-12-01 Alternate Doc 2,604.66
0008991 Single Family 360 329 1993-09-30 2023-10-01 Full Doc 1,593.06
0008991 Single Family 360 330 1993-10-26 2023-11-01 Alternate Doc 1,656.12
0008991 Single Family 360 331 1993-11-08 2023-12-01 Full Doc 1,653.93
0008991 Single Family 360 331 1993-11-24 2023-12-01 Full Doc 3,343.77
0008991 Single Family 360 331 1993-11-24 2023-12-01 Full Doc 1,655.47
0008991 Single Family 360 331 1993-11-29 2023-12-01 Full Doc 2,890.49
0008991 Single Family 360 331 1993-11-29 2023-12-01 Full Doc 1,448.53
0008991 Single Family 360 331 1993-11-29 2023-12-01 Full Doc 2,964.40
0008991 Single Family 360 331 1993-11-29 2023-12-01 Full Doc 2,496.33
0008992 Single Family 360 330 1993-10-28 2023-11-01 Full Doc 1,473.82
0008992 Single Family 360 332 1993-12-03 2024-01-01 No Income Verific 2,870.05
0008992 Single Family 360 332 1993-12-02 2024-01-01 Full Doc 1,726.90
0008992 Single Family 360 331 1993-11-19 2023-12-01 Full Doc 1,552.75
0008992 Single Family 360 331 1993-11-30 2023-12-01 Full Doc 1,567.34
0008993 Single Family 360 332 1993-12-10 2024-01-01 Alternate Doc 1,594.04
0008993 Single Family 360 332 1993-12-13 2024-01-01 Full Doc 1,895.32
0008993 Single Family 360 331 1993-11-24 2023-12-01 Full Doc 1,734.30
0009667 Single Family 360 332 1993-12-16 2024-01-01 Full Doc 1,502.40
0009667 Single Family 360 332 1993-12-28 2024-01-01 Full Doc 1,995.91
0009667 Single Family 360 332 1993-12-23 2024-01-01 Full Doc 2,154.32
0009667 Single Family 360 331 1993-11-08 2023-12-01 Full Doc 2,686.07
0009667 Single Family 360 333 1994-01-04 2024-02-01 Alternate Doc 1,887.25
0009668 Single Family 360 332 1993-12-30 2024-01-01 Full Doc 1,639.50
0009668 Single Family 360 332 1993-12-22 2024-01-01 Full Doc 2,775.44
Loan Property Orig Rem Orig Mat
Number Type Term Term Date Date Docum. P&I
0009668 Single Family 360 334 1994-02-28 2024-03-01 Full Doc 1,711.50
0009668 Single Family 360 332 1993-12-27 2024-01-01 Alternate Doc 1,956.48
0009668 Single Family 360 332 1993-12-31 2024-01-01 Full Doc 1,829.58
0009668 Single Family 360 334 1994-02-14 2024-03-01 Full Doc 2,561.25
0009668 Single Family 360 333 1994-01-20 2024-02-01 Full Doc 1,660.05
0009668 Single Family 360 334 1994-02-03 2024-03-01 Alternate Doc 2,069.61
0009668 Single Family 360 333 1994-01-25 2024-02-01 Full Doc 1,775.25
0009668 Single Family 360 334 1994-02-22 2024-03-01 Alternate Doc 2,080.07
0009668 Single Family 360 334 1994-02-25 2024-03-01 Full Doc 1,607.50
0009668 Single Family 360 335 1994-03-14 2024-04-01 Full Doc 1,734.29
0009669 Single Family 360 335 1994-03-15 2024-04-01 Full Doc 1,697.78
0009669 Single Family 360 334 1994-02-24 2024-03-01 No Income Verific 1,623.78
0009669 Single Family 360 335 1994-03-08 2024-04-01 Full Doc 1,763.06
0009669 Single Family 360 335 1994-03-25 2024-04-01 Full Doc 1,523.42
0009669 Single Family 360 335 1994-03-17 2024-04-01 Full Doc 1,574.81
0009669 Single Family 360 335 1994-03-31 2024-04-01 Full Doc 1,773.57
0009669 Single Family 360 335 1994-03-28 2024-04-01 Full Doc 1,556.81
0009669 Single Family 360 335 1994-03-24 2024-04-01 Full Doc 1,727.73
0009669 Single Family 360 336 1994-04-08 2024-05-01 Alternate Doc 1,886.42
0009669 Single Family 360 336 1994-04-06 2024-05-01 Full Doc 2,691.57
0009669 Single Family 360 339 1994-07-25 2024-08-01 Full Doc 2,191.41
0009669 Single Family 360 335 1994-03-23 2024-04-01 Full Doc 1,359.47
0009669 Single Family 360 335 1994-03-29 2024-04-01 No Inc/No Asset 1,649.62
0009670 Single Family 360 336 1994-04-20 2024-05-01 Full Doc 1,743.50
0009670 Single Family 360 336 1994-04-21 2024-05-01 No Inc/No Asset 1,538.28
0009670 Single Family 360 336 1994-04-28 2024-05-01 Full Doc 1,549.56
0009670 Single Family 360 337 1994-05-02 2024-06-01 Full Doc 2,856.57
0009670 Single Family 360 337 1994-05-12 2024-06-01 Full Doc 1,770.86
0009670 Single Family 360 338 1994-06-03 2024-07-01 Alternate Doc 2,817.25
0009670 Single Family 360 336 1994-05-25 2024-05-01 Full Doc 1,798.25
0009670 Single Family 360 337 1994-05-31 2024-06-01 Alternate Doc 2,091.45
0009670 Single Family 360 338 1994-06-02 2024-07-01 Full Doc 1,853.09
0009670 Single Family 360 338 1994-06-15 2024-07-01 Full Doc 3,040.29
0009670 Single Family 360 338 1994-06-17 2024-07-01 Full Doc 3,118.49
0009670 Single Family 360 337 1994-05-25 2024-06-01 Full Doc 1,697.92
0009670 Single Family 360 340 1994-08-26 2024-09-01 Full Doc 1,876.15
0009670 Single Family 360 338 1994-06-15 2024-07-01 Alternate Doc 1,582.74
0009670 Single Family 360 337 1994-05-03 2024-06-01 Full Doc 1,703.92
0009670 Single Family 360 338 1994-06-24 2024-07-01 Full Doc 2,764.67
0009670 Single Family 360 338 1994-06-30 2024-07-01 Alternate Doc 1,777.95
0009670 Single Family 360 339 1994-07-05 2024-08-01 Full Doc 1,866.70
0009670 Single Family 360 338 1994-06-29 2024-07-01 Alternate Doc 2,042.09
0009670 Single Family 360 339 1994-07-05 2024-08-01 Full Doc 2,259.64
0009671 Single Family 360 338 1994-06-29 2024-07-01 Full Doc 2,790.23
Loan Property Orig Rem Orig Mat
Number Type Term Term Date Date Docum. P&I
0009671 Single Family 360 338 1994-06-27 2024-07-01 Full Doc 1,876.29
0009671 Single Family 360 339 1994-07-08 2024-08-01 Full Doc 1,844.37
0009671 Single Family 360 338 1994-06-28 2024-07-01 Full Doc 1,787.73
0009671 Single Family 360 339 1994-07-11 2024-08-01 Full Doc 2,878.82
0009671 Single Family 360 339 1994-07-29 2024-08-01 No Inc/No Asset 2,551.27
0009671 Single Family 360 339 1994-07-29 2024-08-01 Full Doc 1,692.09
0009671 Single Family 360 339 1994-07-28 2024-08-01 Full Doc 2,629.69
0009671 Single Family 360 339 1994-07-25 2024-08-01 Full Doc 2,060.69
0009671 Single Family 360 340 1994-08-30 2024-09-01 Alternate Doc 1,740.05
0009671 Single Family 360 341 1994-09-16 2024-10-01 Full Doc 2,227.50
0009671 Single Family 360 341 1994-09-19 2024-10-01 Full Doc 1,792.81
0009671 Single Family 360 341 1994-09-14 2024-10-01 Full Doc 1,724.16
0009671 Single Family 360 340 1994-08-18 2024-09-01 Full Doc 1,751.21
0009671 Single Family 360 341 1994-09-26 2024-10-01 Full Doc 2,096.91
0009671 Single Family 360 340 1994-08-29 2024-09-01 Full Doc 2,158.61
0009671 Single Family 360 340 1994-08-30 2024-09-01 Full Doc 2,247.72
0009671 Single Family 360 341 1994-09-27 2024-10-01 Full Doc 2,194.71
0009671 Single Family 360 342 1994-10-07 2024-11-01 Full Doc 1,787.75
0009671 Single Family 360 342 1994-10-06 2024-11-01 Alternate Doc 3,506.25
0009672 Single Family 360 341 1994-09-23 2024-10-01 Full Doc 2,306.75
0009672 Single Family 360 341 1994-09-23 2024-10-01 Full Doc 2,761.16
0009672 Single Family 360 342 1994-10-18 2024-11-01 Full Doc 2,758.96
0009672 Single Family 360 342 1994-10-14 2024-11-01 Full Doc 1,652.79
0009672 Single Family 360 341 1994-09-29 2024-10-01 Full Doc 3,756.34
0009768 Single Family 360 332 1993-12-28 2024-01-01 Full Doc 1,826.86
0009840 Single Family 360 332 1993-12-29 2024-01-01 Full Doc 3,724.69
0009842 Single Family 360 335 1994-03-11 2024-04-01 Full Doc 4,427.33
0009861 Single Family 360 332 1993-12-29 2024-01-01 Alternate Doc 3,567.74
0060001 Condo 360 335 1994-03-30 2024-04-01 Full Doc 2,479.29
0060002 Condo 360 336 1994-04-11 2024-05-01 Full Doc 2,524.42
0060005 Single Family 360 336 1994-04-21 2024-05-01 Alternate Doc 4,434.15
0060006 Condo 360 336 1994-04-25 2024-05-01 Full Doc 4,215.85
0060007 Condo 360 336 1994-04-29 2024-05-01 Full Doc 2,484.09
0060007 2-4 Family 360 336 1994-04-19 2024-05-01 Full Doc 2,072.03
0060008 Single Family 360 338 1994-06-22 2024-07-01 No Inc/No Asset 1,995.91
0060008 2-4 Family 360 336 1994-04-20 2024-05-01 No Income Verific 2,235.21
0060009 2-4 Family 360 336 1994-04-22 2024-05-01 No Income Verific 1,496.99
0060011 Coop 360 337 1994-05-05 2024-06-01 Full Doc 4,472.81
0060011 Coop 360 337 1994-05-25 2024-06-01 Full Doc 1,595.16
0060012 Single Family 360 336 1994-04-27 2024-05-01 Full Doc 2,237.67
0060012 Single Family 360 337 1994-04-28 2024-06-01 Alternate Doc 1,392.69
0060013 Coop 360 338 1994-06-09 2024-07-01 Full Doc 1,534.90
0060017 Single Family 360 337 1994-05-03 2024-06-01 Full Doc 2,900.28
0060017 Coop 360 338 1994-06-23 2024-07-01 Full Doc 1,719.39
Loan Property Orig Rem Orig Mat
Number Type Term Term Date Date Docum. P&I
0060018 2-4 Family 360 337 1994-05-13 2024-06-01 Full Doc 1,827.18
0060018 Coop 360 340 1994-08-23 2024-09-01 No Inc/No Asset 1,754.67
0060019 Single Family 360 338 1994-06-21 2024-07-01 Alternate Doc 1,755.40
0060020 Coop 360 336 1994-04-28 2024-05-01 No Inc/No Asset 2,128.21
0060020 Single Family 360 337 1994-05-19 2024-06-01 Full Doc 5,371.16
0060020 Condo 360 338 1994-05-27 2024-07-01 Full Doc 2,366.49
0060021 Condo 360 337 1994-05-25 2024-06-01 Full Doc 2,568.18
0060023 Condo 360 337 1994-05-18 2024-06-01 Full Doc 1,833.86
0060038 Single Family 360 339 1994-07-21 2024-08-01 Full Doc 1,671.52
0060042 Condo 360 339 1994-07-21 2024-08-01 Full Doc 2,069.03
0060050 Condo 360 340 1994-08-22 2024-09-01 Full Doc 3,460.12
0060054 Single Family 360 342 1994-10-12 2024-11-01 Full Doc 2,386.94
0060055 Condo 360 341 1994-09-21 2024-10-01 Full Doc 2,542.61
0060057 Single Family 360 342 1994-10-21 2024-11-01 Full Doc 10,380.34
0060061 2-4 Family 360 343 1994-11-10 2024-12-01 No Income Verific 1,636.34
0060064 Condo 360 343 1994-11-09 2024-12-01 Full Doc 2,712.55
1500084 Single Family 360 351 1995-07-11 2025-08-01 Full Doc 1,893.91
1507038 Condo 360 351 1995-07-03 2025-08-01 Full Doc 1,807.96
Totals: 360 325 2,751.78
</TABLE>
