<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)
May 10, 1996
STRUCTURED ASSET SECURITIES CORPORATION (as depositor under the Trust
Agreement, dated as of April 1, 1996, providing for the issuance of
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series GreenPoint 1996-A)
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 $144,505,000 in aggregate
principal amount of Class A1, Class A2, Class B1, Class B2, Class B3, Class
R1 and Class R2 Certificates of its Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series GreenPoint 1996-A on April 26,
1996. This Current Report on Form 8-K is being filed to satisfy an
undertaking, contained in the definitive Prospectus dated December 18, 1995
and the Prospectus Supplement dated April 23, 1996 to file a copy of the
Trust Agreement (defined below) executed in connection with the issuance of
the Certificates, a form of which was filed as an exhibit to the Registration
Statement.
The Certificates were issued pursuant to a Trust Agreement (the "Trust
Agreement") attached hereto as Exhibit 4.1, dated as of April 1, 1996,
-----------
between Structured Asset Securities Corporation, as depositor (the
"Depositor"), and The Chase Manhattan Bank, N.A., as trustee (the "Trustee").
The Certificates consist of the following classes: Class A1, Class A2, Class
B1, Class B2, Class B3, Class B4, Class B5, Class B6, Class R1 and Class R2
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 $145,597,312 as of April 1, 1996 (the "Cut-off Date"), together
with certain other assets. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Trust Agreement.
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 April 16, 1996, between Structured
Asset Securities Corporation and Lehman Brothers Inc.
4.1 Trust Agreement, dated as of April 1, 1996, between
Structured Asset Securities Corporation, as Depositor,
and The Chase Manhattan Bank, N.A., as Trustee.
99.1 Mortgage Loan Sale, Warranties and Servicing Agreement,
dated as of April 1, 1996, between Lehman Capital, A
Division of Lehman Brothers Holdings Inc., and
GreenPoint Mortgage Corp.
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/ RICHARD UHLIG
--------------------------------
Name: Richard Uhlig
Title: Vice President
Dated: May 10, 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>
<PAGE>
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES GREENPOINT 1996-A
TERMS AGREEMENT
---------------
Dated: April 23, 1996
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of April 1, 1996 (the "Trust Agreement").
Re: Underwriting Agreement Standard Terms dated as of April 16, 1996 (the
"Standard Terms," and together with this Terms Agreement, the
"Agreement").
SERIES DESIGNATION: Series GreenPoint 1996-A.
- ------------------
TERMS OF THE SERIES GREENPOINT 1996-A CERTIFICATES: Structured Asset
- --------------------------------------------------
Securities Corporation Mortgage Pass-Through Certificates, Series GreenPoint
1996-A, Class A1, Class A2, Class B1, Class B2, Class B3, Class B4, Class B5,
Class B6, Class R1 and Class R2 (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 ten classes:
Class A1, Class A2, Class B1, Class B2, Class B3, Class B4, Class B5, Class
B6, Class R1 and Class R2. Only the Class A1, Class A2, Class B1, Class B2,
Class B3, Class R1 and Class R2 Certificates (collectively, the "Offered
Certificates") are being sold pursuant to the terms hereof.
REGISTRATION STATEMENT: File Number 33-99598.
- ----------------------
CERTIFICATE RATINGS: It is a condition of Closing that at the Closing Date
- -------------------
the Class A1, Class A2, Class R1 and Class R2 Certificates be rated "AAA" by
each of Standard & Poor's Rating Services, a division of The McGraw-Hill
Companies, Inc. ("S&P") and Duff & Phelps Credit Rating Co.; that the Class
B1 Certificates be rated "AA" by S&P; that the Class B2 Certificates
<PAGE>
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: April 1, 1996
- ------------
CLOSING DATE: 10:00 A.M., New York time, on or about April 26, 1996. On the
- ------------
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefor for the account of the Underwriter.
LEHMAN BROTHERS INC.
By: /s/ Frank Aguilera
-------------------------
Name: Frank Aguilera
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Richard Uhlig
-------------------------
Name: Richard Uhlig
Title: Vice President
2
<PAGE>
Schedule 1
----------
<TABLE>
<CAPTION> Initial Certificate
Certificate Principal Purchase
Class Interest Rate Amount (1) Price Percentage
- ----- ------------- ------------------
<S> <C> <C> <C>
Class A1 (2) $120,147,800 101.579505%
Class A2 (3) $ 21,080,000 101.236331%
Class B1 (4) $ 1,821,000 101.658173%
Class B2 (4) $ 728,000 99.560094%
Class B3 (4) $ 728,000 96.529581%
Class R1 (2) $ 100 0.000000%
Class R2 (2) $ 100 0.000000%
Total/ $144,505,000
Wtd Avg
</TABLE>
___________________________
(1) Approximate.
(2) The interest rate on the Class A1, Class R1 and Class R2 Certificates
will generally be equal to the weighted average of the Net Mortgage
Rates (as defined in the Prospectus Supplement) of the Pool 1 Mortgage
Loans as of the first day of the related Interest Accrual Period. The
Certificate Interest Rate for the Class A1, Class R1 and Class R2
Certificates for the first Interest Accrual Period is expected to be
approximately 8.499%.
(3) The interest rate on the Class A2 Certificates will generally be equal
to the weighted average of the Net Mortgage Rates of the Pool 2 Mortgage
Loans as of the first day of the related Interest Accrual Period. The
Certificate Interest Rate for the Class 2 Certificates for the first
Interest Accrual Period is expected to be approximately 8.111%.
(4) Interest will be distributable on the Class B1, Class B2 and Class B3
Certificates as described in the Prospectus Supplement. The Certificate
Interest Rate for each Class of Class B1, Class B2 and Class B3
Certificates for the first Interest Accrual Period is expected to be
approximately 8.441%.
<PAGE>
EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,
and
THE CHASE MANHATTAN BANK, N.A., as Trustee
___________________________
TRUST AGREEMENT
Dated as of April 1, 1996
___________________________
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES GREENPOINT 1996-A
<PAGE>
TABLE OF CONTENTS
Section Page
- ------- ----
ARTICLE I
DEFINITIONS
1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.02. Calculations Respecting Mortgage Loans . . . . . . . . . . . . . . 32
1.03. Calculations Respecting Accrued Interest . . . . . . . . . . . . . 32
ARTICLE II
DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES
2.01. Creation and Declaration of Trust Fund;
Conveyance of Mortgage Loans . . . . . . . . . . . . . . . . . . . 32
2.02. Acceptance of Trust Fund by Trustee: Review of
Documentation for Trust Fund . . . . . . . . . . . . . . . . . . . 36
2.03. Representations and Warranties of the Depositor . . . . . . . . . 37
2.04. Discovery of Breach . . . . . . . . . . . . . . . . . . . . . . . 44
2.05. Repurchase, Purchase or Substitution of
Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 45
2.06. Grant Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
ARTICLE III
THE CERTIFICATES
3.01. The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 46
3.02. Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.03. Transfer and Exchange of Certificates . . . . . . . . . . . . . . 47
3.04. Cancellation of Certificates . . . . . . . . . . . . . . . . . . . 51
3.05. Replacement of Certificates . . . . . . . . . . . . . . . . . . . 51
3.06. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . 51
3.07. Temporary Certificates . . . . . . . . . . . . . . . . . . . . . . 52
3.08. Appointment of Paying Agent . . . . . . . . . . . . . . . . . . . 52
3.09. Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . . 53
ARTICLE IV
ADMINISTRATION OF THE TRUST FUND
4.01. Collection Account . . . . . . . . . . . . . . . . . . . . . . . . 54
4.02. Application of Funds in the Collection Account . . . . . . . . . . 56
4.03. Reports to Certificateholders . . . . . . . . . . . . . . . . . . 56
4.04. Certificate Account . . . . . . . . . . . . . . . . . . . . . . . 59
i
<PAGE>
Section Page
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ARTICLE V
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
5.01. Distributions Generally . . . . . . . . . . . . . . . . . . . . . 60
5.02. Distributions from the Certificate Account . . . . . . . . . . . . 61
5.03. Allocation of Realized Losses . . . . . . . . . . . . . . . . . . 67
5.04. Trustee Advances . . . . . . . . . . . . . . . . . . . . . . . . . 68
ARTICLE VI
CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
6.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . 69
6.02. Certain Matters Affecting the Trustee . . . . . . . . . . . . . . 70
6.03. Trustee Not Liable for Certificates . . . . . . . . . . . . . . . 72
6.04. Trustee May Own Certificates . . . . . . . . . . . . . . . . . . . 72
6.05. Eligibility Requirements for Trustee . . . . . . . . . . . . . . . 72
6.06. Resignation and Removal of Trustee . . . . . . . . . . . . . . . . 72
6.07. Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . 73
6.08. Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . 74
6.09. Appointment of Co-Trustee, Separate Trustee
or Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
6.10. Authenticating Agents . . . . . . . . . . . . . . . . . . . . . . 76
6.11. Indemnification of Trustee . . . . . . . . . . . . . . . . . . . . 77
6.12. Fees and Expenses of Trustee . . . . . . . . . . . . . . . . . . . 78
6.13. Collection of Monies . . . . . . . . . . . . . . . . . . . . . . . 78
6.14. Trustee To Act; Appointment of Successor . . . . . . . . . . . . . 79
6.15. Additional Remedies of Trustee Upon Event
of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
6.16. Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . . . . 81
6.17. Notification to Holders . . . . . . . . . . . . . . . . . . . . . 81
6.18. Directions by Certificateholders and Duties
of Trustee During Event of Default . . . . . . . . . . . . . . . . 82
6.19. Action Upon Certain Failures of the Servicer
and Upon Event of Default . . . . . . . . . . . . . . . . . . . . 82
ARTICLE VII
PURCHASE AND TERMINATION
OF THE TRUST FUND
7.01. Termination of Trust Fund Upon Repurchase
or Liquidation of All Mortgage Loans . . . . . . . . . . . . . . . 83
7.02. Procedure Upon Termination of Trust Fund . . . . . . . . . . . . . 83
7.03. Additional Trust Fund Termination Requirements . . . . . . . . . . 84
ii
<PAGE>
Section Page
- ------- ----
ARTICLE VIII
RIGHTS OF CERTIFICATEHOLDERS
8.01. Limitation on Rights of Holders . . . . . . . . . . . . . . . . . 86
8.02. Access to List of Holders . . . . . . . . . . . . . . . . . . . . 87
8.03. Acts of Holders of Certificates . . . . . . . . . . . . . . . . . 87
ARTICLE IX
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
9.01. Trustee To Retain Possession of Certain Documents . . . . . . . . 88
9.02. Preparation of Tax Returns and Other Reports . . . . . . . . . . . 89
9.03. Release of Mortgage Files . . . . . . . . . . . . . . . . . . . . 89
ARTICLE X
REMIC ADMINISTRATION
10.01. REMIC Administration . . . . . . . . . . . . . . . . . . . . . . 90
10.02. Prohibited Transactions and Activities . . . . . . . . . . . . . 94
10.03. Indemnification with Respect to Certain
Taxes and Loss of REMIC Status . . . . . . . . . . . . . . . . . 94
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.01. Binding Nature of Agreement; Assignment . . . . . . . . . . . . . 95
11.02. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . 95
11.03. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
11.04. Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 97
11.05. Rule 144A Information . . . . . . . . . . . . . . . . . . . . . . 97
11.06. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 97
11.07. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
11.08. Severability of Provisions . . . . . . . . . . . . . . . . . . . 98
11.09. Indulgences; No Waivers . . . . . . . . . . . . . . . . . . . . . 98
11.10. Headings Not To Affect Interpretation . . . . . . . . . . . . . . 98
11.11. Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . 98
11.12. Special Notices to the Rating Agencies. . . . . . . . . . . . . . 98
11.13. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 99
iii
<PAGE>
ATTACHMENTS
Exhibit A Forms of Certificates
Exhibit B-1 Form of Trustee Initial Certification
Exhibit B-2 Form of Trustee Interim Certification
Exhibit B-3 Form of Trustee Final Certification
Exhibit B-4 Form of Endorsement
Exhibit C Trust Receipt
Exhibit D-l Residual Certificate Transfer Affidavit (Transferee)
Exhibit D-2 Residual Certificate Transfer Affidavit (Transferor)
Exhibit E Servicing Agreement
Exhibit F (Reserved)
Exhibit G Form of Rule 144A Transfer Certificate
Exhibit H Form of Purchaser's Letter for Institutional Accredited
Investors
Exhibit I Form of ERISA Transfer Affidavit
Schedule A Mortgage Loan Schedule
iv
<PAGE>
This TRUST AGREEMENT, dated as of April 1, 1996 (the "Agreement"), is
by and between STRUCTURED ASSET SECURITIES CORPORATION, a Delaware
corporation, as depositor (the "Depositor"), and THE CHASE MANHATTAN BANK,
N.A., a national banking association, as trustee (the "Trustee").
PRELIMINARY STATEMENT
The Depositor has acquired the Mortgage Loans from Lehman Capital, a
Division of Lehman Brothers Holdings Inc. (the "Seller"), and at the
Closing Date is the owner of the Mortgage Loans and the other property
being conveyed by it to the Trustee for inclusion in the Trust Fund. On
the Closing Date, the Depositor will acquire the Certificates from the
Trust Fund, as consideration for its transfer to the Trust Fund of the
Mortgage Loans and the other property constituting the Trust Fund. The
Depositor has duly authorized the execution and delivery of this Agreement
to provide for the conveyance to the Trustee of the Mortgage Loans and the
other property constituting the Trust Fund. All covenants and agreements
made by the Depositor and the Trustee herein with respect to the Mortgage
Loans and the other property constituting the Trust Fund are for the
benefit of the Holders from time to time of the Certificates. The
Depositor is entering into this Agreement, and the Trustee is accepting
the Trust Fund created hereby for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
The following table sets forth the Class designation, Certificate
Interest Rate, initial Class Certificate Principal Amount and Final
Scheduled Distribution Date for each Class of Certificates comprising the
interests in the Trust Fund created hereunder.
<PAGE>
<TABLE>
<CAPTION> Certificate Initial Certificate Final Scheduled
Class Interest Principal Amount Distribution
Designation Rate (1) Date
- --------------- ----------- ------------------- ----------------
<S> <C> <C> <C>
Class A1 (1) $120,147,800.00 April 25, 2027
Class A2 (1) 21,080,000.00 April 25, 2027
Class B1 (1) 1,821,000.00 April 25, 2027
Class B2 (1) 728,000.00 April 25, 2027
Class B3 (1) 728,000.00 April 25, 2027
Class B4 (1) 437,000.00 April 25, 2027
Class B5 (1) 291,000.00 April 25, 2027
Class B6 (1) 364,312.54 April 25, 2027
Class R1 (1) 100.00 April 25, 2027
Class R2 (1) 100.00 April 25, 2027
</TABLE>
______________________
(1) Determined as provided herein.
As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $145,597,312.45.
In consideration of the mutual agreements herein contained, the
Depositor and the Trustee hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. The following words and phrases, unless
-----------
the context otherwise requires, shall have the following meanings:
Accepted Servicing Practices: As defined in the Servicing Agreement.
----------------------------
Accountant: A person engaged in the practice of accounting who
----------
(except when this Agreement provides that an Accountant must be
Independent) may be employed by or affiliated with the Depositor or an
Affiliate of the Depositor.
Accrued Certificate Interest: As to any Class of Certificates and
----------------------------
any Distribution Date, one-twelfth of the product of the Certificate
Interest Rate and the outstanding Class Certificate Principal Amount (or
Aggregate Notional Amount) of such Class of Certificates immediately
preceding such Distribution Date. As to any Class of Subordinate
Certificates after the Class Certificate Principal Amount thereof has been
reduced to zero, the Strip Amount.
Additional Collateral: None.
---------------------
2
<PAGE>
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 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.
Appraised Value: With respect to any Mortgage Loan, the amount set
---------------
forth in an appraisal made in connection with the origination of such
Mortgage Loan as the value of the related Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice of
----------------------
transfer or equivalent instrument, in recordable form, sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect the sale of the Mortgage to the Trustee, which
assignment, notice of transfer or equivalent instrument may be in the form
of one or more blanket assignments covering the Mortgage Loans secured by
Mortgaged Properties located in the same jurisdiction, if permitted by
law; provided, however, that the Trustee shall not be responsible for
-------- -------
determining whether any such assignment is in recordable form.
Authenticating Agent: Any authenticating agent appointed by the
--------------------
Trustee pursuant to Section 6.10.
Authorized Officer: Any Person who may execute an Officer's
------------------
Certificate on behalf of the Depositor.
Available Distribution Amount: On any Distribution Date and with
-----------------------------
respect to each Mortgage Pool, the sum of the following amounts:
(1) the total amount of all cash received by the Servicer
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
3
<PAGE>
Date for such Distribution Date on the related Mortgage Loans
(including proceeds of any Insurance Policy and any other credit support
relating to the Mortgage Loans), plus all Advances required to be made by the
Servicer for such Distribution Date, but not including:
(a) all Scheduled Payments of principal and interest
collected but due on a date subsequent to the related Due Period;
(b) all Principal Prepayments received or identified by
the Servicer after the related Prepayment Period (together with any
interest payments received with such prepayments to the extent that
they represent the payment of interest accrued on the related
Mortgage Loans for the period subsequent to the related Prepayment
Period);
(c) Liquidation Proceeds and Insurance Proceeds received
by the Servicer after the related Prepayment Period; and
(d) all amounts due or reimbursable to the Servicer
pursuant to the terms of this Agreement; and
(2) any other payment made by the Servicer or the Depositor or
any other Person with respect to such Distribution Date (including the
Purchase Price with respect to any Mortgage Loan in the related Mortgage
Pool repurchased by the Depositor, the Seller, or any other Person and
the purchase price for any Converted Mortgage Loan purchased from the
Trust Fund);
as increased, with respect to an Undercollateralized Mortgage Pool, and as
decreased, with respect to an Overcollateralized Mortgage Pool, by any
Diverted Interest Amount, Senior Principal Adjustment Amount and
Subordinate Principal Adjustment Amount, in each case, for such
Distribution Date.
Bankruptcy: As to any Person, the making of an assignment for the
----------
benefit of creditors, the filing of a voluntary petition in bankruptcy,
adjudication as a bankrupt or insolvent, the entry of an order for relief
in a bankruptcy or insolvency proceeding, the seeking of reorganization,
arrangement, composition, readjustment, liquidation, dissolution or
similar relief, or seeking, consenting to or acquiescing in the
appointment of a trustee, receiver or liquidator, dissolution, or
termination, as the case may be, of such Person pursuant to the provisions
of either the United States Bankruptcy Code of 1986, as amended, or any
other similar state laws.
4
<PAGE>
Bankruptcy Loss Limit: As of the Cut-off Date, $100,000, which
---------------------
amount shall be reduced from time to time by the amount of Bankruptcy
Losses allocated to the Certificates.
Bankruptcy Losses: (i) with respect to the Mortgage Loans, Realized
-----------------
Losses arising from a proceeding under the United States Bankruptcy Code
or any other similar state law or other proceeding with respect to the
Mortgagor of or Mortgaged Property under a Mortgage Loan, including
without limitation any such loss arising from (a) the difference between
(i) the principal amount that would have been due under the original
scheduled payments of principal and interest due on the related Mortgage
Loan and (ii) the value established in the relevant court with respect to
such Mortgaged Property, including without limitation a Deficient
Valuation, or (b) a Debt Service Reduction to the extent that the amount
thereof will not ultimately be recovered from the Mortgagor.
Benefit Plan Opinion: An Opinion of Counsel satisfactory to the
--------------------
Depositor to the effect that any proposed transfer will not (i) cause the
assets of the Trust Fund to be regarded as plan assets for purposes of the
Plan Asset Regulations or (ii) give rise to any fiduciary duty on the part
of the Depositor or the Trustee.
Book-Entry Certificates: Beneficial interests in Certificates
-----------------------
designated as "Book-Entry Certificates" in this Agreement, ownership and
transfers of which shall be evidenced or made through book entries by a
Clearing Agency as described in Section 3.09; provided, that after the
occurrence of a condition whereupon book-entry registration and transfer
are no longer permitted and Definitive Certificates are to be issued to
Certificate Owners, such Book-Entry Certificates shall no longer be
"Book-Entry Certificates." As of the Closing Date, each Class of Class A1
and Class A2 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 North Carolina are authorized or obligated by
law or executive order to be closed.
Certificate: Any one of the certificates signed and countersigned by
-----------
the Trustee in substantially the forms attached hereto as Exhibit A.
5
<PAGE>
Certificate Account: The account maintained by the Trustee in
-------------------
accordance with the provisions of Section 4.04.
Certificate Group: The Group 1 Certificates or the Group 2
-----------------
Certificates, as applicable.
Certificateholder: The meaning provided in the definition of
-----------------
"Holder."
Certificate Interest Rate: With respect to the Class A1, Class R1
-------------------------
and Class R2 Certificates, the Pool 1 Rate, subject to reduction as
described in the next succeeding paragraph. With respect to the Class A2
Certificates, the Pool 2 Rate, subject to reduction as described in the
next succeeding paragraph. With respect to each Class of Class B
Certificates, the per annum rate equal to the sum, multiplied by 12 and
divided by the Class Certificate Principal Amount of such Class
immediately prior to the related Distribution Date, of (i) interest
accrued during the applicable Interest Accrual Period at a rate per annum
equal to the lesser of the Pool 1 Rate and the Pool 2 Rate on the
Certificate Principal Amount of such Class immediately prior to the
related Distribution Date and (ii) the Strip Amount for such Class.
On any Cross Collateralization Date, the Certificate Interest Rate
for each Class of Senior Certificates in the Undercollateralized Group
will equal the sum of (i) the product of the Undercollateralization
Percentage and the lesser of the Pool 1 Rate and the Pool 2 Rate, and (ii)
the product of (1 minus the Undercollateralization Percentage) and the
Pool Rate for the Undercollateralized Mortgage Pool.
Certificate Owner: With respect to a Book-Entry Certificate, the
-----------------
Person who is the owner of such Book-Entry Certificate, as reflected on
the books of the Clearing Agency, or on the books of a Person maintaining
an account with such Clearing Agency (directly or as an indirect
participant, in accordance with the rules of such Clearing Agency).
Certificate Principal Amount: With respect to any Certificate other
----------------------------
than a Notional Certificate, at the time of determination, the maximum
specified dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the initial principal
amount set forth on the face of such Certificate, less the amount of all
principal distributions previously made with respect to such Certificate,
and 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
6
<PAGE>
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 or Class A2 Certificate.
-------------------
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.
Class Percentage: For each Class of Certificates, for each
----------------
Distribution Date, the percentage obtained by dividing the Class
Certificate Principal Amount of such Class immediately prior to such
Distribution Date by the Class Certificate Principal Amount of all
Certificates immediately prior to such date.
Clearing Agency: An organization registered as a "clearing agency"
---------------
pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. As of the Closing Date, the Clearing Agency shall be The
Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, other financial
---------------------------
institution or other Person for whom from time to time a Clearing Agency
effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.
Closing Date: April 26, 1996.
------------
Code: The Internal Revenue Code of 1986, as amended, and as it may
----
be further amended from time to time, any successor statutes thereto, and
applicable U.S. Department of Treasury regulations issued pursuant thereto
in temporary or final form.
Collection Account: 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,
7
<PAGE>
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 Subordinate
---------
Certificates having the designations and initial Component Principal
Amounts as follows:
<TABLE>
<CAPTION>
Designation Component Principal Amount
----------- --------------------------
<S> <C>
Class B1(1) $1,549,002.22
Class B1(2) 271,997.78
Class B2(1) 619,260.63
Class B2(2) 108,739.37
Class B3(1) 619,260.63
Class B3(2) 108,739.37
Class B4(1) 371,726.51
Class B4(2) 65,273.49
Class B5(1) 247,534.13
Class B5(2) 43,465.87
Class B6(1) 309,896.17
Class B6(2) 54,416.37
<TABLE/>
Component Principal Amount: As of any Distribution Date and with
--------------------------
respect to any Component, the initial Component Principal Amount thereof
as set forth in the definition of Component, less the sum of all principal
distributions previously made with respect to such Component, all Realized
Losses allocated to such Component, and any Subordinate Certificate
Writedown Amount allocated to such Component.
Conventional Loan: A Mortgage Loan that is not insured by the FHA or
-----------------
guaranteed by the VA.
Converted Mortgage Loan: None.
-----------------------
Convertible Mortgage Loan: None.
-------------------------
Cooperative Loan: None.
----------------
Cooperative Loan Documents: As to any Cooperative Loan with respect
--------------------------
to which the related cooperative apartment is located in the City of New
York, the related pledge and security agreement, stock certificate,
proprietary lease, recognition agreement (if applicable), stock power and
assignment of lease; as to any Cooperative Loan with respect to which the
related cooperative apartment is located in the City of San Francisco, the
related lessor's consent, lessor's estoppel certificate, leasehold deed of
trust, security agreement, assignment of leases and rents and fixture
filing, assignment of leasehold estate, title insurance, recognition
8
<PAGE>
agreement, financing statement and pledge and security agreement; as
to any Cooperative Loan as to which the related cooperative apartment
is located in the City of Boston, the related mortgage, pledge and
security agreement, stock certificate, proprietary lease, recognition
agreement (if applicable), stock power and assignment of lease.
Corporate Trust Office: The principal corporate trust office of the
----------------------
Trustee at which, at any particular time, its corporate trust business
shall be administered, which office at the date hereof is located at 4
Chase MetroTech Center, 3rd Floor, Brooklyn, New York 11245, Attention:
Global Trust Services.
Corresponding Class: With respect to any Class of Lower Tier
-------------------
Interests, the Class of Certificates appearing opposite such Class of
Lower Tier Interests in the table below. With respect to any Class
Certificates, the Class or Classes of Lower Tier Interest appearing
opposite such Class of Certificates in the table below.
</TABLE>
<TABLE>
<CAPTION>
Lower Initial Lower Corresponding
Tier Interest Tier Balance Class
------------- ------------- -------------
<S> <C> <C>
A1 $120,147,800.00 A1
A2 21,080,000.00 A2
B1(1) 1,549,002.22 B1
B1(2) 271,997.78 B1
B2(1) 619,260.63 B2
B2(2) 108,739.37 B2
B3(1) 619,260.63 B3
B3(2) 108,739.37 B3
B4(1) 371,726.51 B4
B4(2) 65,273.49 B4
B5(1) 247,534.13 B5
B5(2) 43,465.87 B5
B6(1) 309,896.17 B6
B6(2) 54,416.37 B6
R2 100.00 R2
<TABLE/>
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.
Cross-Collateralization Date: Any Distribution Date on which an
----------------------------
Undercollateralization Amount exists with respect to either Certificate
Group.
9
<PAGE>
Custodial Account: An account or accounts maintained by the Servicer
-----------------
pursuant to the Servicing Agreement into which it will deposit collections
on the Mortgage Loans.
Cut-off Date: April 1, 1996.
------------
Cut-off Date Aggregate Principal Balance: With respect to the
----------------------------------------
Mortgage Loans in the Trust Fund on the Closing Date, the Aggregate
Principal Balance for all such Mortgage Loans as of the Cut-off Date.
DCR: Duff & Phelps Credit Rating Co., or any successor in interest.
---
Debt Service Reduction: With respect to any Mortgage Loan, a
----------------------
reduction of the Scheduled Payment that the related Mortgagor is obligated
to pay on any Due Date thereon as a result of any proceeding under
bankruptcy law or any similar proceeding.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
-------------------
by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding indebtedness under the Mortgage
Loan, which valuation results from a proceeding under bankruptcy law or
any similar proceeding.
Definitive Certificates: A Certificate of any Class issued in
-----------------------
definitive, fully registered, certificated form.
Deleted Mortgage Loan: A Mortgage Loan that is repurchased from the
---------------------
Trust Fund pursuant to the terms hereof or as to which one or more
Qualifying Substitute Mortgage Loans are substituted therefor.
Depositor: Structured Asset Securities Corporation, a Delaware
---------
corporation having its principal place of business in New York, or its
successors in interest.
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
10
<PAGE>
treated as an instrumentality of the United States or of any state or
political subdivision thereof if all of its activities are subject to
tax and, with the exception of the Federal Home Loan Mortgage Corporation,
a majority of its board of directors is not selected by such governmental
unit.
Distribution Date: The 25th day of each month or, if such day is not
-----------------
a Business Day, the next succeeding Business Day, commencing in May 1996.
Diversion Fraction: With respect to an Undercollateralized Group and
------------------
any Distribution Date, the percentage equivalent of the fraction, the
numerator of which is the Undercollateralization Amount for such date and
the denominator of which is the aggregate of the Scheduled Principal
Balances of the Mortgage Loans in the Overcollateralized Mortgage Pool as
of the first day of the month of such Distribution Date.
Diverted Interest Amount: As to any Distribution Date and
------------------------
Overcollateralized Group, one month's interest accrued during the related
Interest Accrual Period on the Undercollateralization Amount at the lesser
of the Pool 1 Rate and Pool 2 Rate for such Distribution Date, subject to
reduction pursuant to Section 5.02.
Due Date: With respect to a Mortgage Loan, the date on which a
--------
Scheduled Payment is due under the related Mortgage Note. The Due Date
for all of the Mortgage Loans is the first day of each month.
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 assigned by each Rating Agency
one of its two highest short-term ratings, or (iii) a segregated trust
account or accounts (which shall be a "special deposit account")
maintained with the Trustee or any other federal or state chartered
11
<PAGE>
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 assigned by each Rating Agency
one of its two highest short-term ratings;
(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 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
12
<PAGE>
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) 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,
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.
----------------------------
13
<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.
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.
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, $1,455,973, 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.
14
<PAGE>
GNMA: The Government National Mortgage Association, a wholly owned
----
corporate instrumentality of the United States within HUD.
Group 1 Component: Any Class B1(1), Class B2(1), Class B3(1), Class
-----------------
B4(1), Class B5(1) or Class B6(1) Component.
Group 1 Certificate: Any Class A1, Class R1 or Class R2 Certificate,
-------------------
and any Class B1(1), Class B2(1), Class B3(1), Class B4(1), Class B5(1) or
Class B6(1) Component.
Group 1 Lower Tier Interest: Any of Lower Tier Interests A1, B1(1),
---------------------------
B2(1), B3(1), B4(1), B5(1), B6(1) or R2.
Group 1 Notional Calculation Amount: As to any applicable Interest
-----------------------------------
Accrual Period and any Class of Subordinate Certificates, the Lower Tier
Balance of the Corresponding Class of Group 1 Lower Tier Interests.
Group 1 Senior Certificate: Any Class A1, Class R1 or Class R2
--------------------------
Certificate.
Group 2 Certificate: Any Class A2 Certificate and any Class B1(2),
-------------------
Class B2(2), Class B3(2), Class B4(2), Class B5(2) or Class B6(2)
Component.
Group 2 Lower Tier Interest: Any of Lower Tier Interests A2, B1(2),
---------------------------
B2(2), B3(2), B4(2), B5(2) or B6(2).
Group 2 Notional Calculation Amount: As to any applicable Interest
-----------------------------------
Accrual Period and any Class of Subordinate Certificates, the Lower Tier
Balance of the Corresponding Class of Group 2 Lower Tier Interests.
Group 2 Senior Certificate: Any Class A2 Certificate.
--------------------------
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
15
<PAGE>
whether any Certificates are registered to an Affiliate of the
Depositor or the Servicer.
HUD: The United States Department of Housing and Urban Development,
---
or any successor thereto.
Independent: When used with respect to any Accountants, a Person who
-----------
is "independent" within the meaning of Rule 2-01(b) of the Securities and
Exchange Commission's Regulation S-X. When used with respect to any other
Person, a Person who (a) is in fact independent of another specified
Person and any Affiliate of such other Person, (b) does not have any
material direct financial interest in such other Person or any Affiliate
of such other Person, and (c) is not connected with such other Person or
any Affiliate of such other Person as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar
functions.
Insurance Policy: Any Primary Mortgage Insurance Policy and any
----------------
standard hazard insurance policy, flood insurance policy, earthquake
insurance policy or title insurance policy relating to the Mortgage Loans
or the Mortgaged Properties, to be in effect as of the Closing Date or
thereafter during the term of this Agreement.
Insurance Proceeds: Amounts paid by the insurer under any Insurance
------------------
Policy, other than amounts required to be paid over to the Mortgagor
pursuant to law or the related Mortgage Note.
Interest Accrual Period: With respect to any Distribution Date and
-----------------------
any Class of Certificates (other than any Class of Principal Only
Certificates), the one-month period beginning immediately following the
end of the preceding Interest Accrual Period (or from the Cut-off Date, in
the case of the first Interest Accrual Period) and ending on the last day
of the month preceding the month in which such Distribution Date occurs.
Interest Shortfall: With respect to any Class of Certificates and
------------------
any Distribution Date, any Accrued Certificate Interest (net of allocable
Net Prepayment Interest Shortfalls) not paid with respect to a previous
Distribution Date.
Intervening Assignments: The original intervening assignments of the
-----------------------
Mortgage, notice of transfer or equivalent instrument.
Latest Possible Maturity Date: April 25, 2029.
-----------------------------
Lehman Capital: Lehman Capital, A Division of Lehman Brothers
--------------
Holdings Inc., or any successor in interest.
16
<PAGE>
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.
--------------------
Loan-to-Value Ratio: With respect to any Mortgage Loan, the ratio of
-------------------
the Principal Balance of such Mortgage Loan as of the Cut-off Date to the
Original Value thereof.
Lower Tier Balance: As to each of Lower Tier Interests A1, A2 and
------------------
R2, the Lower Tier Balance specified in Section 10.01(a). As to each of
Lower Tier Interests B1(1), B2(1), B3(1), B4(1), B5(1) and B6(1), the
initial Component Principal Amount of the Group 1 Component of the
Corresponding Class of Subordinate Certificates, as reduced by (i)
distributions from Pool 1 in reduction of the Component Principal Amount
of such Group 1 Component, (ii) Realized Losses on Pool 1 Mortgage Loans
allocated to such Group 1 Component, and (iii) any portion of the Group 1
Senior Principal Distribution Amount and Group 1 Subordinate Principal
Distribution Amount distributed to any Certificates or Components of
Certificate Group 2 pursuant to Section 5.02(a)(iv) and the last sentence
of Section 5.02(c). As to each of Lower Tier Interests B1, B2 and R1, the
Lower Tier Balance specified in Section 10.01(a). As to each of Lower
Tier Interests B1(2), B2(2), B3(2), B4(2), B5(2) and B6(2), the initial
Component Principal Amount of the Group 2 Component of the Corresponding
Class of Subordinate Certificates, as reduced by (i) distributions from
Pool 2 in reduction of the Component Principal Amount of such Group 2
Component, (ii) Realized Losses on Pool 2 Mortgage Loans allocated to such
Group 2 Component, and (iii) any portion of the Group 2 Senior Principal
Distribution Amount and Group 2 Subordinate Principal Distribution Amount
distributed to any Certificates or Components of Certificate Group 1
pursuant to Section 5.02(a)(iv) and the last sentence of Section 5.02(c).
Lower Tier Interest: Any one of the Classes of regular interests in
-------------------
the Lower Tier REMIC described as such in Section 10.01(a).
Lower Tier Interest Rate: As to each Lower Tier Interest, the
------------------------
applicable "Lower Tier Interest Rate," if any, set forth in Section
10.01(a) hereof.
17
<PAGE>
Lower Tier REMIC: One of the two separate REMICs comprising the
----------------
Trust Fund, the assets of which consist of the assets and rights specified
in the definition of the term Trust Fund.
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 Pool: Either of Pool 1 or Pool 2.
-------------
Mortgage Rate: As to any Mortgage Loan, the per annum rate at which
-------------
interest accrues on such Mortgage Loan.
Mortgaged Property: Either of (x) the fee simple interest in real
------------------
property, together with improvements thereto including any exterior
improvements to be completed within 120 days of disbursement of the
related Mortgage Loan proceeds, or (y) unless the context requires
otherwise, the shares in a cooperative housing corporation, securing the
indebtedness of the Mortgagor under the related Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
---------
Net Mortgage Rate: With respect to any Mortgage Loan, the Mortgage
-----------------
Rate thereof reduced by the 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
18
<PAGE>
over any amount that is required under the Servicing Agreement to be paid
by the Servicer in respect of such shortfalls.
Notional Amount: None.
---------------
Notional Certificate: None.
--------------------
Offering Document: Either of the prospectus supplement dated April
-----------------
23, 1996, together with the accompanying prospectus dated December 18,
1995, relating to the Class A1, Class A2, Class B1, Class B2, Class B3,
Class R1 and Class R2 Certificates, or the private placement memorandum
dated April 23, 1996 relating to the Class B4, Class B5 and Class B6
Certificates.
Officer's Certificate: A certificate signed by the Chairman of the
---------------------
Board, any Vice Chairman, the President, any Vice President or any
Assistant Vice President of a Person, and in each case delivered to the
Trustee.
Opinion of Counsel: A written opinion of counsel, reasonably
------------------
acceptable in form and substance to the Trustee, and who may be in-house
or outside counsel to the Depositor or the Servicer but which must be
Independent outside counsel with respect to any such opinion of counsel
concerning the transfer of any Residual Certificate or concerning certain
matters with respect to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or the taxation, or the federal income tax
status, of each REMIC.
Original Credit Support Percentage: With respect to the Class B1
----------------------------------
Certificates, 1.75%; with respect to the Class B2 Certificates, 1.25%;
with respect to the Class B3 Certificates, 0.75%; with respect to the
Class B4 Certificates, 0.45%; and with respect to the Class B5
Certificates, 0.25%.
Original Subordinate Principal Amount: The aggregate Certificate
-------------------------------------
Principal Amount of the Subordinate Certificates as of the Closing Date.
Original Value: The lesser of (a) the Appraised Value of a Mortgaged
--------------
Property at the time the related Mortgage Loan was originated and (b) the
purchase price paid for a Mortgaged Property by the Mortgagor at the time
the related Mortgage Loan was originated.
Overcollateralized Group: On any date on which either Certificate
------------------------
Group is an Undercollateralized Group, the Certificate Group that is not
an Undercollateralized Group.
19
<PAGE>
Overcollateralized Mortgage Pool: The Mortgage Pool relating to an
--------------------------------
Overcollateralized Group.
P&I Advance: An advance of Scheduled Payments on a Mortgage Loan
-----------
required to be made by the Servicer pursuant to the Servicing Agreement.
Paying Agent: Any paying agent appointed pursuant to Section 3.08.
------------
Percentage Interest: With respect to any Certificate, the percentage
-------------------
interest in the undivided beneficial ownership interest in the Trust Fund
evidenced by Certificates of the same Class as such Certificate. With
respect to any Certificate, the Percentage Interest evidenced thereby
shall equal the initial Certificate Principal Amount (or, in the case of a
Notional Certificate, the initial Notional Amount) thereof divided by the
initial Class Certificate Principal Amount (or, in the case of a Notional
Certificate, the initial Aggregate Notional Amount) of all Certificates of
the same Class.
Person: Any individual, corporation, partnership, joint venture,
------
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.
Placement Agent: Lehman Brothers Inc.
---------------
Plan Asset Regulations: The Department of Labor regulations set
----------------------
forth in 29 C.F.R. 2510.3-101.
Pool 1: The aggregate of the Mortgage Loans having original terms to
------
maturity longer than 15 years and not longer than 30 years, as identified
on the Mortgage Loan Schedule.
Pool 1 Rate: The per annum rate equal to the weighted average of the
-----------
Net Mortgage Rates of the Pool 1 Mortgage Loans, weighted on the basis of
the Scheduled Principal Balances of such Mortgage Loans as of the first
day of the related Interest Accrual Period.
Pool 2: The aggregate of the Mortgage Loans having original terms to
------
maturity not longer than 15 years, as identified on the Mortgage Loan
Schedule.
Pool 2 Rate: The per annum rate equal to weighted average of the Net
-----------
Mortgage Rates of the Pool 2 Mortgage Loans, weighted on the basis of the
Scheduled Principal Balances of such Mortgage Loans as of the first day of
the related Interest Accrual Period.
20
<PAGE>
Pool Rate: Either of the Pool 1 Rate and the Pool 2 Rate.
---------
Prepaid Senior Certificates: As defined in Section 5.02(a)(iv).
---------------------------
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 Balance: With respect to any Mortgage Loan or related REO
-----------------
Property, for any Due Date and the Due Period ending thereon, the
principal balance of such Mortgage Loan (or, in the case of REO Property,
the amount that would be the Principal Balance of the Mortgage Loan if the
Mortgage Loan remained outstanding) outstanding as of the Cut-off Date,
after giving effect to principal payments due on or before the Cut-off
Date, whether or not received, minus the sum of (a) the principal portion
of the Scheduled Payment due during such Due Period and each prior Due
Period that was received or any advance made in lieu thereof, (b) all
Principal Prepayments, and all Insurance Proceeds, Liquidation Proceeds
and net income from an REO Property to the extent identified and applied
by the Servicer as recoveries of principal in accordance with the
provisions hereof during the related Prepayment Period, that have been
distributed pursuant to Section 5.02 or that will be distributed on the
next Distribution Date, and (c) any Realized Loss on such Mortgage Loan,
to the extent treated as a principal loss, that is realized during such
Prepayment Period.
Principal Distribution Amount: With respect to any Distribution
-----------------------------
Date, the sum of the Senior Principal Distribution Amount and the
Subordinate Principal Distribution Amount.
Principal Only Certificate: None.
--------------------------
Principal Prepayment: Any Mortgagor payment of principal or other
--------------------
recovery of principal on a Mortgage Loan that is recognized as having been
21
<PAGE>
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.
Purchase Price: With respect to the repurchase of a Mortgage Loan
--------------
pursuant to Article II of this Agreement, an amount equal to the sum of
(a) 100% of the unpaid principal balance of such Mortgage Loan and (b)
accrued interest thereon at the Mortgage Rate, from the date as to which
interest was last paid to (but not including) the next Due Date of such
Mortgage Loan. The Servicer shall be reimbursed from the Purchase Price
for any Mortgage Loan it services or related REO Property for any Advances
made with respect to such Mortgage Loan that are reimbursable to the
Servicer under the Servicing Agreement.
Qualified GIC: A guaranteed investment contract or surety bond
-------------
providing for the investment of funds in the Collection Account or the
Certificate Account and insuring a minimum, fixed or floating rate of
return on investments of such funds, which contract or surety bond shall:
(a) be an obligation of an insurance company or other
corporation whose long-term debt rating is rated by each Rating
Agency in its highest rating category or, if such insurance company
has no long-term debt, whose claims paying ability is rated by each
Rating Agency in its highest rating category;
(b) provide that the Trustee may exercise all of the rights
under such contract or surety bond without the necessity of taking
any action by any other Person;
(c) provide that if at any time the then current credit
standing of the obligor under such guaranteed investment contract is
such that continued investment pursuant to such contract of funds would
result in a downgrading of any rating of the Certificates, the Trustee
shall terminate such contract without penalty and be entitled to the
return of all funds previously invested thereunder, together with
accrued interest thereon at the interest rate provided under such
contract to the date of delivery of such funds to the Trustee;
(d) provide that the Trustee's interest therein shall be
transferable to any successor trustee hereunder: and
22
<PAGE>
(e) provide that the funds reinvested thereunder and accrued
interest thereon be returnable to the Collection Account or the
Certificate Account, as the case may be, not later than the Business
Day prior to any Distribution Date.
Qualified Insurer: An insurance company duly qualified as such under
-----------------
the laws of the states in which the related Mortgaged Properties are
located, duly authorized and licensed in such states to transact the
applicable insurance business and to write the insurance provided and
whose claims paying ability is rated by each Rating Agency in its highest
rating category or whose selection as an insurer will not adversely affect
the rating of the Certificates.
Qualifying Substitute Mortgage Loan: In the case of a Mortgage Loan
-----------------------------------
substituted for a Deleted Mortgage Loan, a Mortgage Loan that, on the date
of substitution, (i) has a Principal Balance (together with that of any
other mortgage loan substituted for the same Deleted Mortgage Loan) as of
the Due Date in the month in which such substitution occurs not in excess
of the Principal Balance of the related Deleted Mortgage Loan, provided,
--------
however, that, to the extent that the Principal Balance of such Mortgage
- -------
Loan is less than the Principal Balance of the related Deleted Mortgage
Loan, then such differential in principal amount, together with interest
thereon at the applicable Mortgage Rate net of the Servicing Fee from the
date as to which interest was last paid through the end of the Due Period
in which such substitution occurs, shall be paid by the party effecting
such substitution to the Trustee for deposit into the Certificate Account,
and shall be treated as a Principal Prepayment hereunder; (ii) has a Net
Mortgage Rate not lower than the Net Mortgage Rate of the related Deleted
Mortgage Loan; (iii) if the total principal balance of Qualified
Substitute Mortgage Loans in the Trust is less than 5% of the initial
principal balance of the Mortgage Loans, has a remaining stated term to
maturity not longer than, and not more than one year shorter than, the
remaining term to stated maturity of the related Deleted Mortgage Loan;
(iv) has a Loan-to-Value Ratio as of the date of such substitution not
greater than that of the related Deleted Mortgage Loan; and (v) will
comply with all of the representations and warranties relating to Mortgage
Loans set forth herein, as of the date as of which such substitution
occurs. In the event that either one mortgage loan is substituted for
more than one Deleted Mortgage Loan or more than one mortgage loan is
substituted for one or more Deleted Mortgage Loans, then (a) the Principal
Balance referred to in clause (i) above shall be determined on a
loan-by-loan basis, (b) the rate referred to in clause (ii) above shall be
determined on a loan-by-loan basis and (c) the remaining term to stated
maturity referred to in clause (iii) above shall be determined on a
23
<PAGE>
weighted average basis, provided that the final scheduled maturity date of
any Qualifying Substitute Mortgage Loan shall not exceed the Final
Scheduled Distribution Date of any Class of Certificates. Whenever a
Qualifying Substitute Mortgage Loan is substituted for a Deleted Mortgage
Loan pursuant to this Agreement, the party effecting such substitution
shall certify such qualification in writing to the Trustee.
Rating Agency: Each of DCR and S&P.
-------------
Realized Loss: (a) with respect to each Liquidated Mortgage Loan, an
-------------
amount equal to (i) the Principal Balance of such Mortgage Loan as of the
date of liquidation, plus (ii) interest at the applicable Net Mortgage
Rate from the date as to which interest was last paid up to the Due Date
in the month of such liquidation, minus (iii) Liquidation Proceeds
received, net of amounts that are reimbursable to the Servicer with
respect to such Mortgage Loan (other than Advances of principal and
interest) including expenses of liquidation, and (b) with respect to each
Mortgage Loan that has become the subject of a Deficient Valuation, the
difference between the Principal Balance of such Mortgage Loan immediately
prior to such Deficient Valuation and the Principal Balance of such
Mortgage Loan as reduced by the Deficient Valuation. In determining
whether a Realized Loss is a Realized Loss of interest or principal,
Liquidation Proceeds shall be allocated, first, to payment of expenses
related to such Liquidated Mortgage Loan, then to accrued unpaid interest
and finally to reduce the Principal Balance of the Mortgage Loan.
Record Date: With respect to any Distribution Date, the close of
-----------
business on the last Business Day of the month immediately preceding the
month in which such Distribution Date occurs.
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).
24
<PAGE>
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 R1 or Class R2 Certificate.
--------------------
Responsible Officer: When used with respect to the Trustee, any Vice
-------------------
President, Assistant Vice President, the Secretary, any assistant
secretary, the Treasurer, or any assistant treasurer, working in its
corporate trust department, or any other officer of the Trustee to whom a
matter is referred because of such officer's knowledge of and familiarity
with the particular subject.
Restricted Certificate: Any Class B4, Class B5 or Class B6
----------------------
Certificate.
S&P: Standard & Poor's Rating Services, a division of the
---
McGraw-Hill Companies, Inc., or any successor in interest.
Sale and Assignment Agreement: The agreement for the sale of the
-----------------------------
Mortgage Loans by Lehman Capital to the Depositor and the assignment to
the Depositor of the rights of Lehman Capital under the Servicing
Agreement between Lehman Capital, as seller and assignor, and the
Depositor, as purchaser and assignee.
Scheduled Payment: Each scheduled payment of principal and interest
-----------------
(or of interest only, if applicable) to be paid by the Mortgagor on a
Mortgage Loan (excluding all amounts of principal and interest that were
due on or before the Cut-off Date whenever received) and, in the case of
an REO Property, an amount equivalent to the Scheduled Payment that would
have been due on the related Mortgage Loan if such Mortgage Loan had
remained in existence.
Scheduled Principal Balance: (i) with respect to any Mortgage Loan
---------------------------
as of any Distribution Date, the Principal Balance of such Mortgage Loan
at the close of business on the Cut-off Date, less an amount equal to
principal payments due after the Cut-off Date and on or before the Due
Date in the month in which such Distribution Date occurs, whether or not
received from the Mortgagor or advanced by the Servicer, all amounts
allocable to unscheduled principal payments (including Principal
Prepayments, Liquidation Proceeds, Insurance proceeds and condemnation
proceeds, in each case to the extent identified and applied prior to or
during the Prepayment Period ending in the month prior to the month of
such Distribution Date) and (ii) with respect to any REO Property as of
25
<PAGE>
any Distribution Date, the Scheduled Principal Balance of the related
Mortgage Loan on the Due Date immediately preceding the date of
acquisition of such REO Property by the Trustee (reduced by any amount
applied as a reduction of principal on the Mortgage Loan).
Senior Certificate: Any Class A1, Class A2, Class R1 or Class R2
------------------
Certificate.
Senior Percentage: For each Certificate Group and any Distribution
-----------------
Date, the percentage equivalent of the fraction, the numerator of which
is the aggregate Certificate Principal Amount of the related Senior
Certificates immediately prior to such date and the denominator of which
is the sum of the Certificate Principal Amounts of such Class or Classes
of Senior Certificates and the Component Principal Amounts of the related
Components, in each case, prior to such date.
Senior Prepayment Percentage: For each Certificate Group and any
----------------------------
Distribution Date occurring during the five years beginning on the first
Distribution Date, 100%. The Senior Prepayment Percentage for each
Certificate Group and any Distribution Date occurring on or after the
fifth anniversary of the first Distribution Date will be the related
Senior Percentage plus the following percentage of the related Subordinate
Percentage for such Distribution Date: for any Distribution Date in the
first year thereafter, 70%; for any Distribution Date in the second year
thereafter, 60%; for any Distribution Date in the third year thereafter,
40%; for any Distribution Date in the fourth year thereafter, 20%; and for
any Distribution Date thereafter, the related Senior Percentage for such
Distribution Date; provided, however, that if on any of the foregoing
Distribution Dates the Senior Percentage for either Certificate Group
exceeds the initial Senior Percentage for such Certificate Group, the
Senior Prepayment Percentage for each Certificate Group for such
Distribution Date will once again equal 100% for such Distribution Date.
Notwithstanding the foregoing, except as provided in the next
succeeding paragraph, no decrease in the Senior Prepayment Percentage
for either Certificate Group below the level in effect for the most
recent prior period set forth in the paragraph above shall be effective
on any Distribution Date if, as of the first Distribution Date as to
which any such decrease applies, (i) the average 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
26
<PAGE>
than or equal to 50% of the aggregate of the Class Certificate Principal
Amounts of the Subordinate Certificates immediately prior to such
Distribution Date or (ii) cumulative Realized Losses with respect to the
Mortgage Loans exceed (a) with respect to the Distribution Date on the
fifth anniversary of the first Distribution Date, 30% of the aggregate of
the Original Subordinate Principal Amount, (b) with respect to the
Distribution Date on the sixth anniversary of the first Distribution Date,
35% of the Original Subordinate Principal Amount, (c) with respect to the
Distribution Date on the seventh anniversary of the first Distribution
Date, 40% of the Original Subordinate Principal Amount, (d) with respect
to the Distribution Date on the eighth anniversary of the first
Distribution Date, 45% of the Original Subordinate Principal Amount, and
(e) with respect to the Distribution Date on the ninth anniversary of the
first Distribution Date, 50% of the Original Subordinate Principal Amount.
Senior Principal Adjustment Amount: As to any Distribution Date and
----------------------------------
Undercollateralized Group, the Diversion Fraction of the Senior Principal
Distribution Amount for the Overcollateralized Group, except that for
purposes of calculating such amount, all references to Senior Percentage
and Senior Prepayment Percentage in the definition of Senior Principal
Distribution Amount shall be to the Senior Percentage and the Senior
Prepayment Percentage, respectively, of the Undercollateralized Group.
Senior Principal Distribution Amount: For any Distribution Date and
------------------------------------
each Certificate Group, the sum of the following amounts:
(i) the related Senior Percentage for such date multiplied by
the principal portion of all Scheduled Payments on the Mortgage Loans
in the related Mortgage Pool due during the related Due Period;
(ii) the product of (a) the related Senior Prepayment Percentage
for such date and (b) the sum of the following amounts: (1) Principal
Prepayments on the Mortgage Loans in the related Mortgage Pool collected
during the related Prepayment Period, (2) all other unscheduled
collections, including Insurance Proceeds and Liquidation Proceeds (other
than with respect to any Mortgage Loan in the related Mortgage Pool that
was finally liquidated during the related Prepayment Period),
representing or allocable to recoveries of principal received during the
related Prepayment Period, and (3) the principal portion of all proceeds
of the purchase of any Mortgage Loan in the related Mortgage Pool (or,
27
<PAGE>
in the case of a permitted substitution, amounts representing a
principal adjustment) actually received by the Trustee during
the related Prepayment Period;
(iii) with respect to unscheduled recoveries allocable to
principal of any Mortgage Loan in the related Mortgage Pool that was
finally liquidated during the related Prepayment Period, the lesser of
(a) the net Liquidation Proceeds allocable to principal and (b) the
related Senior Prepayment Percentage for such date multiplied by the
Scheduled Principal Balance of such Mortgage Loan at the time of
liquidation; and
(iv) any amounts described in clauses (i) through (iii) for any
previous Distribution Date that remain unpaid;
provided, that on any Cross-Collateralization Date the Senior Principal
Distribution Amount for the Undercollateralized Group will be increased,
and the Senior Principal Distribution Amount for the Overcollateralized
Group will be decreased, by the Senior Principal Adjustment Amount for
such date.
Servicer: GreenPoint Mortgage Corp., as servicer under the Servicing
--------
Agreement, or any successor in interest.
Servicing Advance: An amount required or permitted to be advanced by
-----------------
the Servicer under the Servicing Agreement other than a P&I Advance.
Servicing Agreement: The Mortgage Loan Sale, Warranties and
-------------------
Servicing Agreement between the Servicer and Lehman Capital, dated as of
April 1, 1996, attached hereto as Exhibit E.
Servicing Fee: As defined in the Servicing Agreement.
-------------
Servicing Fee Rate: 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
28
<PAGE>
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, $728,000, which
-------------------------
amount shall be reduced from time to time to an amount equal on any
Distribution Date to the lesser of (a) the greatest of (i) 1% of the
aggregate of the Scheduled Principal Balances of the Mortgage Loans; (ii)
twice the Scheduled Principal Balance of the Mortgage Loan having the
highest Scheduled Principal Balance, and (iii) the aggregate Scheduled
Principal Balances of the Mortgage Loans secured by Mortgaged Properties
located in the single California postal zip code area having the highest
aggregate Scheduled Principal Balance of Mortgage Loans of any such postal
zip code area and (b) the Special Hazard Loss Limit as of the Closing Date
less the amount of Special Hazard Losses incurred since the Closing Date.
Startup Day: The day designated as such pursuant to Section 10.0l(b)
-----------
hereof.
Strip Amount: As to any Distribution Date and each Class of
------------
Subordinate Certificates, an amount equal to the sum of (x) interest
accrued during the applicable Interest Accrual Period at a rate per annum
equal to the excess, if any, of the Pool 1 Rate over the Pool 2 on the
applicable Group 1 Notional Calculation Amount immediately prior to such
Distribution Date, and (y) interest accrued during the applicable Interest
Accrual Period at a rate per annum equal to the excess, if any, of the
Pool 2 Rate over the Pool 1 Rate on the applicable Group 2 Notional
Calculation Amount immediately prior to such Distribution Date.
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 Component Percentage: For each Distribution Date and any
--------------------------------
Component, the percentage obtained by dividing the Component Principal
Amount of such Component immediately prior to such Distribution Date by
the aggregate Component Principal Amount of all Components in the related
Certificate Group immediately prior to such date.
29
<PAGE>
Subordinate Percentage: For each Distribution Date and each
----------------------
Certificate Group, the difference between 100% and the related Senior
Percentage for such Distribution Date.
Subordinate Percentage Allocation: For any Distribution Date and
---------------------------------
Component, a fraction, the numerator of which is the related Component
Principal Amount as of such date and the denominator of which is the
aggregate of the Component Principal Amounts of all Components in the
related Certificate Group as of such date.
Subordinate Prepayment Percentage: For each Distribution Date and
---------------------------------
each Certificate Group, the difference between 100% and the related Senior
Prepayment Percentage for such Distribution Date.
Subordinate Principal Adjustment Amount: As to any Distribution Date
---------------------------------------
and Undercollateralized Group, the Diversion Fraction of the Subordinate
Principal Distribution Amount for the Overcollateralized Group, except
that for purposes of calculating such amount, all references to
Subordinate Component Percentage and Subordinate Prepayment Percentage in
the definition of Subordinate Principal Distribution Amount shall be to
the Subordinate Component Percentage and Subordinate Prepayment
Percentage, respectively, of the Undercollateralized Group.
Subordinate Principal Distribution Amount: For any Distribution Date
-----------------------------------------
and each Certificate Group, the sum of the following:
(i) the related Subordinate Percentage for such date multiplied
by the principal portion of all Scheduled Payments on the Mortgage Loans
in the related Mortgage Pool due during the related Due Period;
(ii) the product of (a) the related Subordinate Prepayment
Percentage for such date and (b) the sum of the following amounts: (1)
Principal Prepayments on the Mortgage Loans in the related Mortgage Pool
collected during the related Prepayment Period, (2) all other unscheduled
collections, including Insurance Proceeds and net Liquidation Proceeds
(other than with respect to any Mortgage Loan in the related Mortgage
Pool that was finally liquidated during the related Prepayment Period),
representing or allocable to recoveries of principal received during the
related Prepayment Period), and (3) the principal portion of all proceeds
of the purchase of any Mortgage Loan in the related Mortgage Pool (or, in
the case of a permitted substitution, amounts representing a
30
<PAGE>
principal adjustment) actually received by the Trustee during the
related Prepayment Period;
(iii) with respect to unscheduled recoveries allocable to
principal of any Mortgage Loan in the related Mortgage Pool that was
finally liquidated during the related Prepayment Period, the related net
Liquidation Proceeds allocable to principal (less amounts paid pursuant
to subsection (iii) of the definition of Senior Principal Distribution
Amount for the related Certificate Group; and
(iv) any amounts described in clauses (i) through (iii) for any
previous Distribution Date that remain unpaid;
provided, that on any Cross-Collateralization Date the Subordinate
Principal Distribution Amount for the Undercollateralized Group will be
increased, and the Subordinate Principal Distribution Amount for the
Overcollateralized Group will be decreased, by the Senior Principal
Adjustment Amount for such date.
Tax Matters Person: "Tax matters person" as defined in the REMIC
------------------
Provisions.
Termination Price: As defined in Section 7.01 hereof.
-----------------
Title Insurance Policy: A title insurance policy maintained with
----------------------
respect to a Mortgage Loan.
Trust Fund: The corpus of the trust created pursuant to this
----------
Agreement, consisting of the Mortgage Loans, the assignment of the
Depositor's rights under the Servicing Agreement, such amounts as shall
from time to time be held in the Collection Account and the Certificate
Account, the Insurance Policies, any REO Property and the other items
referred to in, and conveyed to the Trustee under, Section 2.01(a).
Trustee: The Chase Manhattan Bank, N.A., or any successor in
-------
interest, or if any successor trustee or any co-trustee shall be appointed
as herein provided, then Trustee shall also mean such successor trustee
and such co-trustee, as the case may be.
Trustee Fee: None.
-----------
Undercollateralization Amount: As to any Distribution Date, the
-----------------------------
excess, if any, of the Class Certificate Principal Amounts and Component
Principal Amounts of the Classes and Components of the related Certificate
Group over the Scheduled Principal Balances of the Mortgage Loans in the
related Mortgage Pool as of the first day of the month of such
Distribution Date.
31
<PAGE>
Undercollateralized Group: At any time of determination, a
-------------------------
Certificate Group for which an Undercollateralization Amount greater than
zero is calculated.
Undercollateralized Mortgage Pool: The Mortgage Pool relating to an
---------------------------------
Undercollateralized Group.
Undercollateralization Percentage: As to any Distribution Date and
---------------------------------
Undercollateralized Group, the fraction, expressed as a percentage, the
numerator of which is the Undercollateralization Amount for such
Distribution Date and the denominator of which is the sum of the Class
Certificate Principal Amounts and the Component Principal Amounts of the
Classes and Components of the Undercollateralized Group immediately prior
to such Distribution Date.
Upper Tier REMIC: One of the two separate REMICs comprising the
----------------
Trust Fund, the assets of which consist of the Lower Tier Interests.
Voting Interests: The portion of the voting rights of all the
----------------
Certificates that is allocated to any Certificate for purposes of the
voting provisions of this Agreement. Voting Interests shall be allocated
among such Classes (and among the Certificates within each such Class) in
proportion to their Class Certificate Principal Amounts (or Certificate
Principal Amounts).
Section 1.02. Calculations Respecting Mortgage Loans. Calculations
--------------------------------------
required to be made pursuant to this Agreement with respect to any
Mortgage Loan in the Trust Fund shall be made based upon current
information as to the terms of the Mortgage Loans and reports of payments
received from the Mortgagor on such Mortgage Loans and payments to be made
to the Trustee as supplied to the Trustee by the Servicer. The Trustee
shall not be required to recompute, verify or recalculate the information
supplied to it by the Servicer.
Section 1.03. Calculations Respecting Accrued Interest. Accrued
----------------------------------------
interest, if any, on any Certificate shall be calculated based upon a
360-day year consisting of twelve 30-day months.
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
32
<PAGE>
execution and delivery of this Agreement, the Depositor does hereby
transfer, assign, set over, deposit with and otherwise convey to the
Trustee, without recourse, in trust, all the right, title and interest of
the Depositor in and to the Mortgage Loans. Such conveyance includes,
without limitation, the right to all distributions of principal and
interest due with respect to the Mortgage Loans after the Cut-off Date,
together with all of the Depositor's right, title and interest in and to
the Collection Account and all amounts and investments from time to time
credited to and the proceeds of the Collection Account to the extent
provided for in this Agreement, the Certificate Account to the extent
provided for in this Agreement, all amounts and instruments from time to
time credited to, the proceeds of, the Certificate Account and any REO
Property, the exercise of the Trustee on behalf of itself or the Depositor
of its rights under any Insurance Policies related to the Mortgage Loans,
and the Depositor's security interest in any collateral pledged to secure
the Mortgage Loans, including the Mortgaged Properties and any Additional
Collateral, to have and to hold, in trust; and the Trustee declares that,
subject to the review provided for in Section 2.02, it has received and
shall hold the Trust Fund, as trustee, in trust, for the benefit and use
of the Holders of the Certificates and for the purposes and subject to the
terms and conditions set forth in this Agreement, and, concurrently with
such receipt, has caused to be executed, authenticated and delivered to or
upon the order of the Depositor, in exchange for the Trust Fund,
Certificates in the authorized denominations evidencing the entire
ownership of the Trust Fund.
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:
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(i) the original Mortgage Note endorsed without recourse in
proper form to the order of the Trustee (in each case, with all
necessary intervening endorsements as applicable);
(ii) the original of any guarantee executed in connection with
the Mortgage Note, assigned to the Trustee;
(iii) with respect to any Mortgage Loan other than a Cooperative
Loan, the original recorded Mortgage with evidence of recording
indicated thereon. If, in connection with any Mortgage Loan, the
Depositor cannot deliver the Mortgage with evidence of recording
thereon on or prior to the Closing Date because of a delay caused
by the public recording office where such Mortgage has been
delivered for recordation or because such Mortgage has been lost,
the Depositor shall deliver or cause to be delivered to the Trustee
(or its custodian), in the case of a delay due to recording, a true
copy of such Mortgage, pending delivery of the original thereof,
together with an Officer's Certificate of the Servicer certifying
that the copy of such Mortgage delivered to the Trustee (or its
custodian) is a true copy and that the original of such Mortgage has
been forwarded to the public recording office, or, in the case of a
Mortgage that has been lost, a copy thereof (certified as provided for
under the laws of the appropriate jurisdiction) and a written Opinion
of Counsel acceptable to the Trustee and the Depositor that an original
recorded Mortgage is not required to enforce the Trustee's interest in
the Mortgage Loan;
(iv) The original of each assumption, modification or
substitution agreement, if any, relating to the Mortgage Loans, or, as
to any assumption, modification or substitution agreement which cannot
be delivered on or prior to the Closing Date because of a delay caused
by the public recording office where such assumption, modification or
substitution agreement has been delivered for recordation, a photocopy
of such assumption, modification or substitution agreement, pending
delivery of the original thereof, together with an Officer's Certificate
of the Servicer certifying that the copy of such assumption, modification
or substitution agreement delivered to the Trustee (or its custodian)
is a true copy and that the original of such agreement has been forwarded
to the public recording office;
(v) with respect to any Mortgage Loan other than a Cooperative
Loan, the original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording;
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(vi) If applicable, such original intervening assignments of the
Mortgage, notice of transfer or equivalent instrument (each, an
"Intervening Assignment"), as may be necessary to show a complete chain
of title to the Mortgage from the originator to the Trustee, or, in the
case of an Intervening Assignment that has been lost, a written Opinion
of Counsel acceptable to the Trustee that such original Intervening
Assignment is not required to enforce the Trustee's interest in the
Mortgage Loans;
(vii) the original Primary Mortgage Insurance Policy or
certificate, if private mortgage guaranty insurance is required pursuant
to the Agreement;
(viii) with respect to any Mortgage Loan other than a Cooperative
Loan, the original mortgagee title insurance policy or attorney's opinion
of title and abstract of title;
(ix) the original of any security agreement, chattel mortgage or
equivalent executed in connection with the Mortgage or as to any security
agreement, chattel mortgage or their equivalent that cannot be delivered
on or prior to the Closing Date because of a delay caused by the public
recording office where such document has been delivered for recordation,
a photocopy of such document, pending delivery of the original thereof,
together with an Officer's Certificate of the Servicer certifying that
the copy of such security agreement, chattel mortgage or their equivalent
delivered to the Trustee (or its custodian) is a true copy and that the
original of such document has been forwarded to the public recording
office;
(x) with respect to any Cooperative Loan, the original
Cooperative Loan Documents; and
(xi) in connection with any pledge of Additional Collateral, the
original additional collateral pledge and security agreement executed in
connection therewith, assigned to the Trustee.
The parties hereto acknowledge and agree that the form of endorsement
attached hereto as Exhibit B-4 is intended to effect the transfer to the
Trustee, for the benefit of the Certificateholders, of the Mortgage Notes
and the Mortgages.
(c) Assignments of Mortgage shall be recorded; provided, however,
-------- -------
that such Assignments need not be recorded if, in the Opinion of Counsel
(which must be Independent counsel) acceptable to the Trustee and the
Rating Agencies, recording in such states is not required to protect the
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Trustee's interest in the related Mortgage Loans. Subject to the
preceding sentence, as soon as practicable after the Closing Date,
the Trustee, at the expense of the Depositor, shall cause to be
properly recorded in each public recording office where the
Mortgages are recorded each Assignment of Mortgage referred to in
subsections (b)(ii) and (iv) above.
(d) In instances where a Title Insurance Policy is required to be
delivered to the Trustee under clause (b)(v) above and is not so
delivered, the Depositor will provide (or cause the Servicer to provide) a
copy of such Title Insurance Policy to the Trustee as promptly as
practicable after the execution and delivery hereof, but in any case
within 180 days of the Closing Date.
(e) For Mortgage Loans (if any) that have been prepaid in full after
the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of
delivering the above documents, herewith delivers to the Trustee an
Officer's Certificate which shall include a statement to the effect that
all amounts received in connection with such prepayment that are required
to be deposited in the applicable Collection Account pursuant to Section
4.01 have been so deposited. All original documents that are not
delivered to the Trustee shall be held by the Servicer in trust for the
benefit of the Trustee and the Certificateholders.
Section 2.02. Acceptance of Trust Fund by Trustee: Review of
----------------------------------------------
Documentation for Trust Fund. (a) The Trustee, by execution and delivery
- ----------------------------
hereof, acknowledges receipt of the Mortgage Files pertaining to the
Mortgage Loans listed on the Mortgage Loan Schedule, subject to the
Trustee's review thereof under this Section 2.02. The Trustee will
execute and deliver on the Closing Date the Initial Certification in the
form annexed hereto as Exhibit B-1.
(b) Within 45 days after the Closing Date, the Trustee will, for the
benefit of Holders of the Certificates, review each Mortgage File to
ascertain that all required documents set forth in Section 2.01 have been
received and appear on their face to contain the requisite signatures by
or on behalf of the respective parties thereto, and shall deliver to the
Depositor an Interim Certification in the form annexed hereto as Exhibit
B-2 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
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under no duty or obligation to inspect, review or examine any such
documents, instruments, certificates or other papers to determine that the
same are valid, binding, legally effective, properly endorsed, genuine,
enforceable or appropriate for the represented purpose or that they have
actually been recorded or are in recordable form or that they are other
than what they purport to be on their face. The Trustee shall have no
responsibility for verifying the genuineness or the legal effectiveness of
or authority for any signatures of or on behalf of any party or endorser.
(c) If in the course of the Trustee's review described in paragraph
(b) above the Trustee discovers any document or documents constituting a
part of a Mortgage File that is missing, does not appear regular on its
face (i.e., is mutilated, damaged, defaced, torn or otherwise physically
----
altered) or appears to be unrelated to the Mortgage Loans identified in
the Mortgage Loan Schedule (each, a "Material Defect"), the Trustee shall
promptly identify the Mortgage Loan to which such Material Defect relates
in the Interim Certificate delivered to the Depositor. Within 90 days of
its receipt of such notice from the Trustee, the Depositor shall be
required to cure such Material Defect (and, in such event, the Depositor
shall provide the Trustee with an Officer's Certificate confirming that
such cure has been effected) or, if it does not cure such Material Defect,
repurchase the related Mortgage Loan from the Trust Fund at the Purchase
Price. Within the two year period following the Closing Date, the
Depositor may, in lieu of repurchasing a Mortgage Loan pursuant to this
Section 2.02, substitute for such Mortgage Loan a Qualifying Substitute
Mortgage Loan subject to the provisions of Section 2.05. The failure of
the Trustee to give the notice contemplated herein within 45 days after
the Closing Date shall not affect or relieve the Depositor of its
obligation to repurchase any Mortgage Loan pursuant to this Section 2.02
or any other Section of this Agreement requiring the repurchase of
Mortgage Loans from the Trust Fund.
(d) Prior to the first anniversary of the Closing Date, the Trustee
shall deliver to the Depositor a Final Certification substantially in the
form annexed hereto as Exhibit B-3 evidencing the completeness of the
Mortgage Files in its possession or control.
(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.
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Section 2.03. Representations and Warranties of the Depositor. The
-----------------------------------------------
Depositor hereby represents and warrants to the Trustee that:
(a) the Depositor is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and has full corporate power and authority to own its property,
to carry on its business as presently conducted, to enter into and perform
its obligations under this Agreement, and to create the trust pursuant
hereto;
(b) the execution and delivery by the Depositor of this
Agreement have been duly authorized by all necessary corporate action
on the part of the Depositor; neither the execution and delivery of
this Agreement, nor the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof, will
conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the Depositor or
its properties or the certificate of incorporation or bylaws of
the Depositor;
(c) the execution, delivery and performance by the Depositor
of this Agreement and the consummation of the transactions contemplated
hereby do not require the consent or approval of, the giving of notice
to, the registration with, or the taking of any other action in respect
of, any state, federal or other governmental authority or agency, except
such as has been obtained, given, effected or taken prior to the date
hereof;
(d) this Agreement has been duly executed and delivered by the
Depositor and, assuming due authorization, execution and delivery by the
Trustee, constitutes a valid and binding obligation of the Depositor
enforceable against it in accordance with its terms except as such
enforceability may be subject to (A) applicable bankruptcy and insolvency
laws and other similar laws affecting the enforcement of the rights of
creditors generally and (B) general principles of equity regardless of
whether such enforcement is considered in a proceeding in equity or at law;
(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
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transactions contemplated by this Agreement or (B) with respect to any
other matter which in the judgment of the Depositor will be determined
adversely to the Depositor and will if determined adversely to the
Depositor materially and adversely affect it or its business, assets,
operations or condition, financial or otherwise, or adversely affect
its ability to perform its obligations under this Agreement;
(f) upon delivery of the Mortgage Loans to the Trustee
hereunder, as to each, that:
(i) The information set forth with respect to each
Mortgage Loan on the Mortgage Loan Schedule provides an accurate
listing of the Mortgage Loans, and the information with respect
to such Mortgage Loans on the Mortgage Loan Schedule is true and
correct in all material respects at the date or dates respecting
which such information is given;
(ii) All payments required to be made, up to and including
the Due Date immediately preceding the Cut-off Date, for each
Mortgage Loan under the terms of the related Mortgage Note have
been made, and no payment required to be made under any Mortgage
Loan has been delinquent by more than thirty days more than one
time within the twelve months preceding the Cut-off Date;
(iii) There are no defaults in complying with the terms of
any Mortgage, and all taxes, governmental assessments, insurance
premiums, water, sewer and municipal charges, leasehold payments or
ground rents which previously became due and owing have been paid or
an escrow of funds has been established in an amount sufficient to
pay for every such item that remains unpaid and that has been
assessed but is not yet due and payable;
(iv) No Mortgage Note is subject to any right of
rescission, set-off, counterclaim or defense, including the defense
of usury, nor will the operation of any of the terms of any Mortgage
Note or Mortgage, or the exercise of any right thereunder, render
such Mortgage Note or Mortgage unenforceable, in whole or in part,
or subject it to any right of rescission, set-off, 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;
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(v) All improvements securing each Mortgage Loan are
insured against loss by fire and such hazards as are customary in the
area where the related Mortgaged Property is located, in an amount that
is at least equal to the lesser of (A) the maximum insurable value of the
improvements securing such Mortgage Loan and (B) the outstanding
principal balance of such Mortgage Loan. If the Mortgaged Property is a
condominium unit or cooperative apartment, it is included under the
coverage afforded by a blanket policy or policies for the project. If,
upon origination of the Mortgage Loan, the Mortgaged Property was in an
area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards (and such flood
insurance has been made available), a flood insurance policy meeting the
requirements of the guidelines of FNMA and FHLMC is in effect with a
generally acceptable insurance carrier, in an amount representing
coverage equal to the lesser of (A) the minimum amount required, under
the terms of coverage, to compensate for any damage or loss on a
replacement cost basis (or the unpaid balance of the Mortgage Loan if
replacement cost coverage is not available for the type of building
insured) and (B) the maximum amount of insurance that was available
under the Flood Disaster Protection Act of 1973, as amended;
(vi) Any and all requirements of any federal, state or
local law, including, without limitation, usury, truth-in-lending, real
estate settlement procedures, consumer credit protection, equal credit
opportunity or disclosure laws applicable to each Mortgage Loan have
been complied with, and the Depositor shall deliver to the Trustee,
upon demand, evidence of compliance with all such requirements;
(vii) Each Mortgage has not been satisfied, cancelled,
subordinated or rescinded, in whole or in part, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole
or in part, nor has any instrument been executed that would effect
any such release, cancellation, subordination or recision;
(viii) Each Mortgage evidences a valid, subsisting and
enforceable first lien on the related Mortgaged 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
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permitted by statute, (2) covenants, conditions and restrictions,
rights of way, easements and other matters of public record as of
the date of recording of such Mortgage acceptable to mortgage
lending institutions in the area in which the related Mortgaged
Property is located or specifically referred to in the lender's
Title Insurance Policy or attorney's opinion of title and abstract
of title delivered to the originator of such Mortgage Loan, and
(3) such other matters to which like properties are commonly subject
which do not, individually or in the aggregate, materially interfere
with the benefits of the security intended to be provided by the
Mortgage. Any security agreement, chattel mortgage or equivalent
document related to, and delivered to the Trustee in connection
with, a Mortgage Loan establishes a valid, subsisting and enforceable
first lien on the property described therein and the Depositor has
full right to sell and assign the same to the Trustee;
(ix) Each Mortgage Note and the related Mortgage are
genuine and each is the legal valid and binding obligation of the
maker thereof, enforceable in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of
creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a
proceeding in equity or at law); and, to the best of the
Depositor's knowledge, all parties to each Mortgage Note and the
related Mortgage had legal capacity to execute such Mortgage
Note and such Mortgage and each Mortgage Note and Mortgage
has been duly and properly executed by such parties;
(x) The proceeds of each Mortgage Loan have been fully
disbursed, there is no requirement for future advances thereunder,
and any and all requirements as to completion of any on-site or
off-site improvement and as to disbursements of any required
escrow funds therefor, other than escrows for on-site improvements
not yet complete due to seasonal weather conditions, have been
complied with; to the best of the Depositor's knowledge, all
costs, fees and expenses incurred by the 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
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record and holder of each Mortgage Loan, and the Depositor had
good and marketable title thereto, and has full right to transfer
and sell each Mortgage Loan to the Trustee free and clear of any
incumbrance, equity, participation interest, lien, pledge, charge,
claim or security interest, and has full right and authority,
subject to no interest or participation of, or agreement with,
any other party, to sell and assign each Mortgage Loan pursuant to
this Agreement;
(xii) No Mortgage Loan had a loan-to-value ratio at
origination (or, if the Mortgage Loan has been the subject of a
"significant modification" since origination, other than as a
result of a default or reasonably foreseeable default, as of the
date of modification) in excess of 125%;
(xiii) Each Mortgage Loan other than any Cooperative Loan is
covered by either (i) an attorney's opinion of title and abstract of
title the form and substance of which is acceptable to mortgage
lending institutions originating mortgage loans in the locality
where the related Mortgaged Property is located or (ii) an ALTA
mortgagee Title Insurance Policy or other generally acceptable
form of policy of insurance, issued by, and is the valid and
binding obligation of, a title insurer qualified to do business
in the jurisdiction where the Mortgaged Property is located,
insuring the originator of the Mortgage Loan, and its successors
and assigns, as to the first priority lien of the Mortgage in
the original principal amount of the Mortgage Loan (subject only
to (1) the lien of current real property taxes and assessments
not yet due and payable, and, if the related Mortgaged Property
is a condominium unit, any lien or common charges permitted by
statute, (2) covenants, conditions and restrictions, rights of
way, easements and other matters of public record as of the
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
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related Title Insurance Policy contains an endorsement insuring
the validity of the creation of the condominium form of ownership
with respect to the project in which such unit is located. With
respect to any Title Insurance Policy, the originator is the
named insured and the sole insured of such mortgagee Title
Insurance Policy, the assignment to the Trustee of the originator's
interest in such mortgagee Title Insurance Policy does not
require the consent of or notification to the insurer (or if such
consent or notification is required, such consent has been
received, or such notification has been given), such mortgagee
Title Insurance Policy is in full force and effect and will inure
to the benefit of the Trustee upon the consummation of the
transactions contemplated by this Agreement, no claims have been
made under such mortgagee Title Insurance Policy and no prior
holder of the related Mortgage, including the Depositor, has
done, by act or omission, anything that would impair the coverage
of such mortgagee Title Insurance Policy;
(xiv) There is no default, breach, violation or event of
acceleration existing under any Mortgage or the related Mortgage
Note and no event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute
a default, breach, violation or event of acceleration; and neither
the Depositor nor its predecessors have waived any default, breach,
violation or event of acceleration. To the best of the Depositor's
knowledge, no foreclosure action is being threatened or commenced
with respect to any Mortgage Loan;
(xv) There are no mechanics' or similar liens or claims
which have been filed for work, labor or material (and no rights are
outstanding that under the law could give rise to such liens)
affecting the related Mortgaged Property which are or may be
liens prior to, or equal or coordinate with, the lien of the
related Mortgage;
(xvi) All improvements that were considered in determining
the Appraised Value of the related Mortgaged Property lie wholly
within the boundaries and building restriction lines of the related
Mortgaged Property (and, if such Mortgaged Property is a condominium
unit, such improvements lie wholly within the project) and no
improvements on adjoining properties encroach upon such Mortgaged
Property. No improvement located on or being part of the related
Mortgaged Property is in violation of any applicable zoning law or
regulation;
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(xvii) Each Mortgage Loan was originated by a savings and
loan association, savings bank, commercial bank, credit union,
insurance company, or similar institution which is supervised and
examined by a Federal or State authority, or by a mortgagee approved
by the Secretary of Housing and Urban Development pursuant to
sections 203 and 231 of the National Housing Act;
(xviii) Each Mortgage Loan provides for accrual of interest
on the basis of a 360-day year consisting of twelve 30-day months;
(xix) All inspections, licenses and certificates required
to be made or issued with respect to all occupied portions of the
Mortgaged Property and, with respect to the use and occupancy of
the same, including, but not limited to, certificates of occupancy
and fire underwriting certificates, have been made or obtained from
the appropriate authorities;
(xx) Except as otherwise specified on Schedule A hereto,
none of the Mortgage Loans contain buydown provisions;
(xxi) There is no proceeding pending or threatened for the
total or partial condemnation of any Mortgaged Property and each
Mortgaged Property is undamaged by waste, fire, earthquake or earth
movement, windstorm, flood, tornado or other casualty, so as to have
a material adverse effect on the value of the related Mortgaged
Property as security for the related Mortgage Loan or the use for
which the premises were intended;
(xxii) No Mortgage Loan requires the Mortgagee to release any
portion of the Mortgaged Property from the lien of the Mortgage other
than upon payment in full of the Mortgage Loan;
(xxiii) The originator of each Mortgage Loan was in compliance
with any and all applicable "doing business" and licensing requirements
in the jurisdiction in which the related Mortgaged Property was located
when such party originated such Mortgage Loan; and
(xxiv) Each Mortgage Loan is a "qualified mortgage" within
the meaning of Section 860G of the Code and Treas. Reg. Section1.860G-2.
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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.
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);
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and (ii) the Depositor will be deemed to have made each of the
representations and warranties set forth in Section 2.03(f). As soon as
practicable after the delivery of any Qualifying Substitute Mortgage Loan
hereunder, the Trustee shall cause the Assignment of Mortgage with respect
to such Qualifying Substitute Mortgage Loan to be recorded if required
pursuant to the first sentence of Section 2.01(c).
(c) Notwithstanding any other provision of this Agreement, the right
to substitute Mortgage Loans pursuant to this Article II shall be subject
to the additional limitations that no substitution of a Qualifying
Substitute Mortgage Loan for a Deleted Mortgage Loan shall be made unless
the Trustee has received an Opinion of Counsel (at the expense of the
party seeking to make the substitution) that, under current law, such
substitution will not (A) affect adversely the status of any REMIC
established hereunder as a REMIC, or of the related "regular interests" as
"regular interests" in any such REMIC, or (B) cause any such REMIC to
engage in a "prohibited transaction" or prohibited contribution pursuant
to the REMIC Provisions.
Section 2.06. Grant Clause. It is intended that the conveyance of
------------
the Depositor's right, title and interest in and to property constituting
the Trust Fund pursuant to this Agreement shall constitute, and shall be
construed as, a sale of such property and not grant of a security interest
to secure a loan. However, if such conveyance is deemed to be in respect
of a loan, it is intended that: (1) the rights and obligations of the
parties shall be established pursuant to the terms of this Agreement; (2)
the Depositor hereby grants to the Trustee for benefit of the Holders of
the Certificates a first priority security interest in all of the
Depositor's right, title and interest in, to and under, whether now owned
or hereafter acquired, the Trust Fund and all proceeds of any and all
property constituting the Trust Fund to secure payment of the
Certificates; and (3) this Agreement shall constitute a security agreement
under applicable law. If such conveyance is deemed to be in respect of a
loan and the Trust created by this Agreement terminates prior to the
satisfaction of the claims of any Person holding any Certificate, the
security interest created hereby shall continue in full force and effect
and the Trustee shall be deemed to be the collateral agent for the benefit
of such Person, and all proceeds shall be distributed as herein provided.
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ARTICLE III
THE CERTIFICATES
Section 3.01. The Certificates. (a) Each Class of Book-Entry
----------------
Certificates will be issued in registered form in minimum denominations of
$100,000 in Certificate Principal Amount and in integral multiples of $1
in excess thereof. Each Class of Subordinate Certificates will be issued
in definitive, fully registered form in minimum denominations of $250,000
in Certificate Principal Amount and in integral multiples of $1,000 in
excess thereof. Each Residual Certificate will be issued as a single
Certificate and maintained in definitive, fully registered form in a
minimum denomination equal to 100% of the Percentage Interest of such
Class. The Certificates may be issued in the form of typewritten
certificates. One Certificate of each Class of Certificates other than
the Residual Certificates may be issued in any denomination in excess of
the minimum denomination.
(b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by an authorized officer. Each
Certificate shall, on original issue, be authenticated by the Trustee upon
the order of the Depositor upon receipt by the Trustee of the Mortgage
Files described in Section 2.01. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless there
appears on such Certificate a certificate of authentication substantially
in the form provided for herein, executed by an authorized officer of the
Trustee or the Authenticating Agent, if any, by manual signature, and such
certification upon any Certificate shall be 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
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act as co-registrar under such conditions as the Certificate Registrar may
prescribe; provided, however, that the Certificate Registrar shall not be
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relieved of any of its duties or responsibilities hereunder by reason of
such appointment.
Section 3.03. Transfer and Exchange of Certificates. (a) A
-------------------------------------
Certificate (other than Book-Entry Certificates which shall be subject to
Section 3.09 hereof) may be transferred by the Holder thereof only upon
presentation and surrender of such Certificate at the office of the
Certificate Registrar duly endorsed or accompanied by an assignment duly
executed by such Holder or his duly authorized attorney in such form as
shall be satisfactory to the Certificate Registrar. Upon the transfer of
any Certificate in accordance with the preceding sentence, the Trustee
shall execute, and the Trustee or any Authenticating Agent shall
authenticate and deliver to the transferee, one or more new Certificates
of the same Class and evidencing, in the aggregate, the same aggregate
Certificate Principal Amount as the Certificate being transferred. No
service charge shall be made to a Certificateholder for any registration
of transfer of Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any registration of transfer of
Certificates.
(b) A Certificate may be exchanged by the Holder thereof for any
number of new Certificates of the same Class, in authorized denominations,
representing in the aggregate the same Certificate Principal Amount as the
Certificate surrendered, upon surrender of the Certificate to be exchanged
at the office of the Certificate Registrar duly endorsed or accompanied by
a written instrument of transfer duly executed by such Holder or his duly
authorized attorney in such form as is satisfactory to the Certificate
Registrar. Certificates delivered upon any such exchange will evidence
the same obligations, and will be entitled to the same rights and
privileges, as the Certificates surrendered. No service charge shall be
made to a Certificateholder for any exchange of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any
exchange of Certificates. Whenever any Certificates are so surrendered
for exchange, the Trustee shall execute, and the Trustee or the
Authenticating Agent shall authenticate, date and deliver the Certificates
which the Certificateholder making the exchange is entitled to receive.
(c) By acceptance of a Restricted Certificate, whether upon original
issuance or subsequent transfer, each Holder of such a Certificate
acknowledges the restrictions on the transfer of such
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Certificate set forth thereon and agrees that it will transfer such a
Certificate only as provided herein.
The following restrictions shall apply with respect to the transfer
and registration of transfer of a Restricted Certificate to a transferee
that takes delivery in the form of a Definitive Certificate:
(i) The Certificate Registrar shall register the transfer of a
Restricted Certificate if the requested transfer is (x) to the Depositor
or the Placement Agent, an affiliate (as defined in Rule 144(a)(1) under
the 1933 Act) of the Depositor or the Placement Agent or (y) being made
to a "qualified institutional buyer" as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Act") by a transferor who has
provided the Trustee with a certificate in the form of Exhibit G hereto;
and
(ii) The Certificate Registrar shall register the transfer of a
Restricted Certificate if the requested transfer is being made to an
"accredited investor" under Rule 501(a)(1), (2), (3) or (7) under the
Act by a transferor who furnishes to the Trustee a letter of the
transferee substantially in the form of Exhibit H hereto.
(d) (i) No transfer of an ERISA-Restricted Certificate in the
form of a Definitive Certificate shall be made to any Person unless the
Trustee has received (A) a certificate substantially in the form of
Exhibit I hereto from such transferee or (B) an Opinion of Counsel
satisfactory to the Trustee and the Depositor to the effect that the
purchase and holding of such a Certificate will not constitute or result
in the assets of the Trust Fund being deemed to be "plan assets" subject
to the prohibited transactions provisions of ERISA or Section 4975 of the
Code and will not subject the Trustee or the Depositor to any obligation
in addition to those undertaken in the Agreement; provided, however, that
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the Trustee will not require such certificate or opinion in the event
that, as a result of a change of law or otherwise, counsel satisfactory
to the Trustee has rendered an opinion to the effect that the purchase and
holding of an ERISA-Restricted Certificate by a Plan or a Person that is
purchasing or holding such a Certificate with the assets of a Plan will
not constitute or result in a prohibited transaction under ERISA or
Section 4975 of the Code. The preparation and delivery of the
certificate and opinions referred to above shall not be an expense of the
Trust Fund, the Trustee or the Depositor. Notwithstanding the foregoing,
no opinion or certificate shall be required for the initial issuance of
the ERISA-Restricted Certificates.
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(e) As a condition of the registration of transfer or exchange of
any Certificate, the Certificate Registrar may require the certified
taxpayer identification number of the owner of the Certificate and the
payment of a sum sufficient to cover any tax or other governmental charge
imposed in connection therewith; provided, however, that the Certificate
Registrar shall have no obligation to require such payment or to determine
whether or not any such tax or charge may be applicable. No service
charge shall be made to the Certificateholder for any registration,
transfer or exchange of Certificate.
(f) Notwithstanding anything to the contrary contained herein, no
Residual Certificate may be owned, pledged or transferred, directly or
indirectly, by or to a Disqualified Organization.
Prior to and as a condition of the registration of any transfer, sale
or other disposition of a Residual Certificate, the proposed transferee
shall deliver to the Trustee an affidavit in substantially the form
attached hereto as Exhibit D-1 representing and warranting, among other
things, that such transferee is neither a Disqualified Organization nor an
agent or nominee acting on behalf of a Disqualified Organization (any such
transferee, a "Permitted Transferee"), and the proposed transferor shall
deliver to the Trustee an affidavit in substantially the form attached
hereto as Exhibit D-2. In addition, the Trustee may (but shall have no
obligation to) require, prior to and as a condition of any such transfer,
the delivery by the proposed transferee of an Opinion of Counsel,
addressed to the Depositor and the Trustee satisfactory in form and
substance to the Depositor, that such proposed transferee or, if the
proposed transferee is an agent or nominee, the proposed beneficial owner,
is not a Disqualified Organization. Notwithstanding the registration in
the Certificate Register of any transfer, sale, or other disposition of a
Residual Certificate to a Disqualified Organization or an agent or nominee
acting on behalf of a Disqualified Organization, such registration shall
be deemed to be of no legal force or effect whatsoever and such
Disqualified Organization (or such agent or nominee) shall not be deemed
to be a Certificateholder for any purpose hereunder, including, but not
limited to, the receipt of distributions on such Residual Certificate.
The Trustee shall not be under any liability to any person for any
registration or transfer of a Residual Certificate to a Disqualified
Organization or for the maturity of any payments due on such Residual
Certificate to the Holder thereof or for taking any other action with
respect to such Holder under the provisions of the Agreement, so long as
the transfer was effected in accordance with this Section 3.03(f), unless
the Trustee shall have actual knowledge at the time of such transfer or
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the time of such payment or other action that the transferee is a
Disqualified Organization (or an agent or nominee thereof). The Trustee
shall be entitled to recover from any Holder of a Residual Certificate
that was a Disqualified Organization (or an agent or nominee thereof)
at the time it became a Holder or any subsequent time it became a
Disqualified Organization all payments made on such Residual Certificate
at and after either such times (and all costs and expenses, including
but not limited to attorneys' fees, incurred in connection therewith).
Any payment (not including any such costs and expenses) so recovered by
the Trustee shall be paid and delivered to the last preceding Holder of
such Residual Certificate.
If any purported transferee shall become a registered Holder of a
Residual Certificate in violation of the provisions of this Section
3.03(f), then upon receipt of written notice to the Trustee that the
registration of transfer of such Residual Certificate was not in fact
permitted by this Section 3.03(f), the last preceding Permitted Transferee
shall be restored to all rights as Holder thereof retroactive to the date
of such registration of transfer of such Residual Certificate. The
Trustee shall be under no liability to any Person for any registration of
transfer of a Residual Certificate that is in fact not permitted by this
Section 3.03(f), for making any payment due on such Certificate to the
registered Holder thereof or for taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer
was registered upon receipt of the affidavit described in the preceding
paragraph of this Section 3.03(f).
(g) Each Holder of a Residual Certificate, by such Holder's
acceptance thereof, shall be deemed for all purposes to have consented to
the provisions of this section.
Section 3.04. Cancellation of Certificates. Any Certificate
----------------------------
surrendered for registration of transfer or exchange shall be cancelled
and retained in accordance with normal retention policies with respect to
cancelled certificates maintained by the Trustee or the Certificate
Registrar.
Section 3.05. Replacement of Certificates. If (i) any Certificate
---------------------------
is mutilated and is surrendered to the Trustee or any Authenticating Agent
or (ii) the Trustee or any Authenticating Agent receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and
there is delivered to the Trustee or the Authenticating Agent such
security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Depositor and any
Authenticating Agent that such destroyed, lost or stolen Certificate has
been acquired by a bona fide purchaser, the Trustee shall execute and
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the Trustee or any Authenticating Agent shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and Certificate Principal
Amount. Upon the issuance of any new Certificate under this Section 3.05,
the Trustee and Authenticating Agent may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee or the Authenticating Agent) connected therewith.
Any replacement Certificate issued pursuant to this Section 3.05 shall
constitute complete and indefeasible evidence of ownership in the
applicable Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.
Section 3.06. Persons Deemed Owners. Subject to the provisions of
---------------------
Section 3.09 with respect to Book-Entry Certificates, the Depositor, the
Trustee, the Certificate Registrar and any agent of any of them may treat
the Person in whose name any Certificate is registered upon the books of
the Certificate Registrar as the owner of such Certificate for the purpose
of receiving distributions pursuant to Sections 5.01 and 5.02 and for all
other purposes whatsoever, and neither the Depositor, the Trustee, the
Certificate Registrar nor any agent of any of them shall be affected by
notice to the contrary.
Section 3.07. Temporary Certificates. (a) Pending the preparation
----------------------
of definitive Certificates, upon the order of the Depositor, the Trustee
shall execute and shall authenticate and deliver temporary Certificates
that are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of
the definitive Certificates in lieu of which they are issued and with such
variations as the authorized officers executing such Certificates may
determine, as evidenced by their execution of such Certificates.
(b) If temporary Certificates are issued, the Depositor will cause
definitive Certificates to be prepared without unreasonable delay. After
the preparation of definitive Certificates, the temporary Certificates
shall be exchangeable for definitive Certificates upon surrender of the
temporary Certificates at the office or agency of the Trustee without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Certificates, the Trustee shall execute and authenticate and
deliver in exchange therefor a like aggregate Certificate Principal Amount
of definitive Certificates of the same Class in the authorized
denominations. Until so exchanged, the temporary Certificates shall in
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all respects be entitled to the same benefits under this Agreement as
definitive Certificates of the same Class.
Section 3.08. Appointment of Paying Agent. The Trustee may appoint
---------------------------
a Paying Agent (which may be the Trustee) for the purpose of making
distributions to Certificateholders hereunder. The Trustee shall cause
such Paying Agent to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee that such Paying
Agent will hold all sums held by it for the payment to Certificateholders
in an Eligible Account in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to the Certificateholders.
All funds remitted by the Trustee to any such Paying Agent for the purpose
of making distributions shall be paid to Certificateholders on each
Distribution Date and any amounts not so paid shall be returned on such
Distribution Date to the Trustee. If the Paying Agent is not the Trustee,
the Trustee shall cause to be remitted to the Paying Agent on or before
the Business Day prior to each Distribution Date, by wire transfer in
immediately available funds, the funds to be distributed on such
Distribution Date. Any Paying Agent shall be either a bank or trust
company or otherwise authorized under law to exercise corporate trust
powers.
Section 3.09. Book-Entry Certificates. (a) Each Class of
-----------------------
Book-Entry Certificates, upon original issuance, shall be issued in the
form of one or more typewritten Certificates representing the Book-Entry
Certificates, to be delivered to The Depository Trust Company, the initial
Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry
Certificates shall initially be registered on the Certificate Register in
the name of the nominee of the Clearing Agency, and no Certificate Owner
will receive a definitive certificate representing such Certificate
Owner's interest in the Book-Entry Certificates, except as provided in
Section 3.09(c). Unless Definitive Certificates have been issued to
Certificate Owners of Book-Entry Certificates pursuant to Section 3.09(c):
(i) the provisions of this Section 3.09 shall be in full force
and effect;
(ii) the Depositor, the Paying Agent, the Registrar and the
Trustee may deal with the Clearing Agency for all purposes (including
the making of distributions on the Book-Entry Certificates) as the
authorized representatives of the Certificate Owners and the Clearing
Agency shall be responsible for crediting the amount of such
distributions to the accounts of such Persons entitled thereto, in
accordance with the Clearing Agency's normal procedures;
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(iii) to the extent that the provisions of this Section 3.09
conflict with any other provisions of this Agreement, the provisions of
this Section 3.09 shall control; and
(iv) the rights of Certificate Owners shall be exercised only
through the Clearing Agency and the Clearing Agency Participants and
shall be limited to those established by law and agreements between such
Certificate Owners and the Clearing Agency and/or the Clearing Agency
Participants. Unless and until Definitive Certificates are issued
pursuant to Section 3.09(c), the initial Clearing Agency will make
book-entry transfers among the Clearing Agency Participants and receive
and transmit distributions of principal of and interest on the
Book-Entry Certificates to such Clearing Agency Participants.
(b) Whenever notice or other communication to the Certificateholders
is required under this Agreement, unless and until Definitive Certificates
shall have been issued to Certificate Owners pursuant to Section 3.09(c),
the Trustee shall give all such notices and communications specified
herein to be given to Holders of the Book-Entry Certificates to the
Clearing Agency.
(c) If (i)(A) the Depositor advises the Trustee in writing that the
Clearing Agency is no longer willing or able to discharge properly its
responsibilities with respect to the Book-Entry Certificates, and (B) the
Trustee or the Depositor is unable to locate a qualified successor, (ii)
the Depositor, at its option, advises the Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency or
(iii) after the occurrence of an Event of Default, Certificate Owners
representing beneficial interests aggregating not less than 50% of the
Class Certificate Principal Amount of a Class of Book-Entry Certificates
identified as such to the Trustee by an Officer's Certificate from the
Clearing Agency advise the Trustee and the Clearing Agency through the
Clearing Agency Participants in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best
interests of the Certificate Owners of a Class of Book-Entry Certificates,
the Trustee shall notify or cause the Certificate Registrar to notify the
Clearing Agency to effect notification to all Certificate Owners, through
the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting
the same. Upon surrender to the Trustee of the Book-Entry Certificates by
the Clearing Agency, accompanied by registration instructions from the
Clearing Agency for registration, the Trustee shall issue the Definitive
Certificates. Neither the Transferor nor the Trustee shall be liable for
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any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions. Upon
the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Clearing Agency
shall be deemed to be imposed upon and performed by the Trustee, to
the extent applicable, with respect to such Definitive Certificates and
the Trustee shall recognize the holders of the Definitive Certificates as
Certificateholders hereunder.
ARTICLE IV
ADMINISTRATION OF THE TRUST FUND
Section 4.01. Collection Account. (a) On the Closing Date, the
------------------
Trustee shall open and shall thereafter maintain an account held in trust
(the "Collection Account") in the name of the Trustee, entitled "The Chase
Manhattan Bank, N.A., as Trustee, in trust for the benefit of the Holders
of Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series GreenPoint 1996-A." 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,
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if other than the Trustee, and such Collection Account is maintained
with the Trustee or the Paying Agent, if other than the Trustee, then
such Eligible Investment shall mature not later than such applicable
Distribution Date) or (b) the day on which the funds in such
Collection Account are required to be deposited into the Certificate
Account, and any such Eligible Investment shall not be sold or
disposed of prior to its maturity. All such Eligible Investments
shall be made in the name of the Trustee (in its capacity as such)
or its nominee. All income and gain realized from any such investment
shall be for the benefit of the Trustee and shall be subject to its
withdrawal or order from time to time, and shall not be part of
the Trust Fund. The amount of any losses incurred in respect of
any such investments shall be deposited in such Collection Account
by the Trustee out of its own funds immediately as realized. The
foregoing requirements for deposit in the Collection Account are
exclusive, it being understood and agreed that, without limiting
the generality of the foregoing, payments of interest on funds in
the Custodial Accounts and payments in the nature of prepayment
fees, late payment charges or assumption fees need not be
deposited by the Servicer in the Collection Account to the
extent provided in the Servicing Agreement and may, if so provided
in the Servicing Agreement, be retained by the Servicer as additional
servicing compensation.
Section 4.02. 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 make payment to itself and others pursuant to any
provision of this Agreement;
(iv) to withdraw funds deposited in error in the Collection
Account;
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(v) to clear and terminate any Collection Account pursuant to
Section 7.02; and
(vi) to the extent provided in the Servicing Agreement, to
reimburse a successor Servicer out of the Collection Account into
which collections on the Mortgage Loan related to such expense
relates (solely in its capacity as successor Servicer), for any
fee or advance occasioned by a termination of the Servicer,
and the assumption of such duties by the Trustee or a successor
Servicer appointed by the Trustee pursuant to Section 6.14, in
each case to the extent not reimbursed by the terminated
Servicer, it being understood, in the case of any such
reimbursement or payment, that the right of the Servicer or
the Trustee thereto shall be prior to the rights of the
Certificateholders.
Section 4.03. Reports to Certificateholders. (a) On each
-----------------------------
Distribution Date, the Trustee shall deliver or cause to be delivered by
first class mail to each Holder of Certificates a written report setting
forth the following information, which information the Trustee will
determine no later than two Business Days prior to the Distribution Date
based on, with respect to the Mortgage Loans, data which the Servicer will
provide to the Trustee or its designee no later than the Remittance Date:
(i) the aggregate amount of the distribution to be made on such
Distribution Date to the Holders of each Class of Certificates (other
than any Class of Notional Certificates) allocable to principal on the
Mortgage Loans, including Liquidation Proceeds and Insurance Proceeds,
stating separately the amount attributable to scheduled principal
payments and unscheduled payments in the nature of principal in each
Mortgage Pool;
(ii) the aggregate amount of the distribution to be made on such
Distribution Date to the Holder of each Class of Certificates (other
than any Class of Principal Only Certificates) allocable to interest;
(iii) the amount, if any, of any distribution to the Holder of
each Class of Residual Certificates;
(iv) the aggregate amount of any Advances in respect of Mortgage
Loans in each Mortgage Pool made by or on behalf of the Servicer
included in the amounts actually distributed to the Certificateholders;
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(v) the aggregate Scheduled Principal Balance of the Mortgage
Loans in each Mortgage Pool as of the close of business on the Due
Date, after giving effect to payments allocated to principal
reported under clause (i) above;
(vi) the Class Certificate Principal Amount (or Aggregate
Notional Amount) of each Class of Certificates as of such Distribution
Date after giving effect to payments allocated to principal reported
under clause (i) above, separately identifying any reduction of any of
the foregoing Certificate Principal Amounts due to Realized Losses;
(vii) any Realized Losses realized with respect to the Mortgage
Loans (x) in the related Prepayment Period and (y) in the aggregate
since the Cut-off Date, stating separately the amount of Special Hazard
Losses, Fraud Losses and Bankruptcy Losses and the aggregate amount of
such Realized Losses, and the remaining Special Hazard Loss Amount,
Fraud Loss Amount and Bankruptcy Loss Amount;
(viii) the amount of the Servicing Fees paid during the Due Period
ending on the Due Date to which such distribution relates;
(ix) the number and Scheduled Principal Balance of Mortgage
Loans in each Mortgage Pool, as reported to the Trustee by the Servicer,
(a) remaining outstanding (b) delinquent one month, (c) delinquent two
months, (d) delinquent three or more months, and (e) as to which
foreclosure proceedings have been commenced as of the close of business
on the Business Day preceding the Due Date to which such distribution
relates;
(x) the deemed Principal Balance of each REO Property in each
Mortgage Pool 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 in either Mortgage Pool
that became an REO Property during the preceding calendar month, the
principal balance of such Mortgage Loan and the number of such Mortgage
Loans as of the close of business on the Distribution Date in such
preceding month;
(xii) with respect to substitution of Mortgage Loans in the
preceding calendar month, and as to each Mortgage Pool, the Principal
Balance of each Deleted Mortgage Loan, and of each Qualifying Substitute
Mortgage Loan;
(xiii) (Reserved);
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(xiv) the aggregate outstanding Interest Shortfalls, if any, for
each Class of Certificates, after giving effect to the distribution made
on such Distribution Date;
(xv) the Certificate Interest Rate applicable to such
Distribution Date with respect to each Class of Certificates;
(xvi) if applicable, the amount of any shortfall with respect to
either Mortgage Pool (i.e., the difference between the aggregate amounts
of principal and interest which Certificateholders would have received
if there were sufficient available amounts in the Certificate Account
and the amounts actually distributed); and
(xvii) any other "loan-level" information for any Mortgage Loans
in either Mortgage Pool that are delinquent three or more months and any
REO Property held by the Trust that is reported by the Servicer to the
Trustee.
In the case of information furnished pursuant to subclauses (i), (ii)
and (viii) above, the amounts shall be expressed as a dollar amount per
$1,000 of original principal amount of Certificates.
(b) Upon the reasonable advance written request of any
Certificateholder that is a savings and loan, bank or insurance company,
the Trustee shall provide, or cause to be provided, to such
Certificateholder such reports and access to information and documentation
regarding the Mortgage Loans as such Certificateholder may reasonably deem
necessary to comply with applicable regulations of the Office of Thrift
Supervision or its successor or other regulatory authorities with respect
to investment in the Certificates; provided, however, that the Trustee
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shall be entitled to be reimbursed by such Certificateholder for such
Trustee's actual expenses incurred in providing such reports and access.
(c) Within 90 days, or such shorter period as may be required by
statute or regulation, after the end of each calendar year, the Trustee
shall send to each Person who at any time during the calendar year was a
Certificateholder of record, and make available to Certificate Owners
(identified as such by the Clearing Agency) in accordance with applicable
regulations, a report summarizing the items provided to Certificateholders
pursuant to Section 4.03(a) on an annual basis as may be required to
enable such Holders to prepare their federal income tax returns. Such
information shall include the amount of original issue discount accrued on
each Class of Certificates and information regarding the expenses of the
Trust Fund.
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Section 4.04. Certificate Account. (a) The Trustee shall establish
-------------------
and maintain in its name, as trustee, a special deposit trust account (the
"Certificate Account"), to be held in trust for the benefit of the
Certificateholders until disbursed pursuant to the terms of this
Agreement. The Certificate Account shall be an Eligible Account. If the
existing Certificate Account ceases to be an Eligible Account, the Trustee
shall establish a new Certificate Account that is an Eligible Account
within 20 Business Days and transfer all funds on deposit in such existing
Certificate Account into such new Certificate Account. The Certificate
Account shall relate solely to the Certificates issued hereunder and funds
in the Certificate Account shall be held separate and apart from and shall
not be commingled with any other monies including, without limitation,
other monies of the Trustee held under this Agreement.
(b) The Trustee shall cause to be deposited into the Certificate
Account on the Business Day preceding each Distribution Date (or if both
the Collection Account and the Certificate Account are maintained at the
same depository institution, on such Distribution Date) all amounts
distributable to Certificateholders on such date pursuant to Article V.
The Trustee shall make withdrawals from the Certificate Account only for
the following purposes:
(i) to withdraw amounts deposited in the Certificate Account in
error;
(ii) to pay itself any investment income earned with respect to
funds in the Certificate Account invested in Eligible Investments as set
forth in subsection (c) below;
(iii) to make distributions to the Certificateholders pursuant to
Article V; and
(iv) to clear and terminate the Certificate Account pursuant to
Section 7.02.
(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
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such investments shall be paid by the Trustee for deposit in the
Certificate Account out of its own funds immediately as realized.
ARTICLE V
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
Section 5.01. Distributions Generally. (a) Subject to Section
-----------------------
7.01(b) respecting the final distribution on the Certificates, on each
Distribution Date the Trustee or the Paying Agent shall make distributions
in accordance with this Article V. Such distributions shall be made by
check mailed to each Certificateholder's address as it appears on the
Certificate Register of the Certificate Registrar (which shall initially
be the Trustee) or, upon written request made to the Trustee at least
three Business Days prior to the related Distribution Date to any
Certificateholder owning an aggregate initial Certificate Principal Amount
of at least $2,500,000, by wire transfer in immediately available funds to
an account specified in the request and at the expense of such
Certificateholder; provided, however, that the final distribution in
-------- -------
respect of any Certificate shall be made only upon presentation and
surrender of such Certificate at the Corporate Trust Office. Wire
transfers will be made at the expense of the Holder requesting such wire
transfer by deducting a wire transfer fee from the related distribution.
If the final payment of principal of a Residual Certificate is made at a
time when other Classes of Certificates remain outstanding, such final
payment of principal on such Residual Certificate will be made only upon
presentation of such Certificate at the Corporate Trust Office of the
Trustee for the notation on such Certificate that the principal amount of
such Certificate has been paid in full. Notwithstanding such final
payment of principal of any of the Certificates, the Residual Certificates
will remain outstanding until the termination of each REMIC and the
payment in full of all other amounts due with respect to the Residual
Certificates and at such time such final payment in retirement of any
Residual Certificates will be made only upon presentation and surrender of
such Certificate at the Corporate Trust Office of the Trustee or at the
office of the New 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.
(b) All distributions or allocations made with respect to
Certificateholders within each Class on each Distribution Date shall be
allocated among the outstanding Certificates in such Class equally in
proportion to their respective initial Certificate Principal Amounts (or
initial Notional Amounts).
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Section 5.02. Distributions from the Certificate Account. (a) On
------------------------------------------
each Distribution Date the Trustee (or the Paying Agent on behalf of the
Trustee) shall withdraw from the Certificate Account the Available
Distribution Amount with respect to each Mortgage Pool and shall
distribute such amount to the Holders of record of each Class of
Certificates in the related Certificate Group in the following order of
priority:
(i) to each Class of Senior Certificates in the related
Certificate Group (other than any Class of Principal Only Certificates),
the Accrued Certificate Interest thereon for such Distribution Date, as
reduced by such Class's pro rata share (determined on the basis of
Accrued Certificate Interest otherwise distributable thereon) of any
Net Prepayment Interest Shortfalls for the related Mortgage Pool for
such Distribution Date; provided, however, that any shortfall in
available amounts shall be allocated among such Classes in the related
Certificate Group in proportion to the amount of Accrued Certificate
Interest (as so reduced) otherwise distributable thereon;
(ii) to each Class of Senior Certificates in the related
Certificate Group (other than any Class of Principal Only Certificates),
any related Interest Shortfall for such Distribution Date; provided,
however, that any shortfall in available amounts shall be allocated among
such Classes in proportion to the Interest Shortfall for each such Class
on such Distribution Date;
(iii) concurrently:
(A) to the Group 1 Senior Certificates, the Senior
Principal Distribution Amount for Pool 1 for such Distribution Date,
in reduction of the Class Certificate Principal Amounts of the Group
1 Senior Certificates, in the following order of priority:
first, to the Class A1 Certificates, until the Class
Certificate Principal Amount thereof has been reduced to zero;
second, to the Class R1 Certificate, until the
Certificate Principal Amount thereof has been reduced to zero;
and
third, to the Class R2 Certificate, until the
Certificate Principal Amount thereof has been reduced to zero
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(B) to the Group 2 Senior Certificates, the Senior
Principal Distribution Amount for Pool 2 for such Distribution Date,
in reduction of the Class Certificate Principal Amount of the Group
2 Senior Certificates, until the Class Certificate Principal Amount
thereof has been reduced to zero;
(iv) on any Distribution Date on which the Class Certificate
Principal Amounts of each Class of Senior Certificates in either
Certificate Group have been reduced to zero (the "Prepaid Senior
Certificates"), to the Senior Certificates of the other Certificate
Group, amounts otherwise distributable to the Prepaid Senior
Certificates pursuant to clauses (ii) and (iii) of the definition of
Senior Principal Distribution Amount for such Certificate Group, in the
order of priority set forth in paragraph (iii) above, until the Class
Certificate Principal Amounts of all Senior Certificates have been
reduced to zero;
(v) to each Class of Subordinate Certificates, in respect of
the Components thereof, to the extent of the remaining Available
Distribution Amount for the related Mortgage Pool, in the following
order of priority;
(A) to each Component of the Class B1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
as reduced by such Component's pro rata share (determined on
the basis of Accrued Certificate Interest otherwise
distributable thereon) of any Net Prepayment Interest Shortfalls
for the related Mortgage Pool for such Distribution Date;
(B) to each Component of the Class B1 Certificates, any
Interest Shortfall for such Component on such Distribution Date;
(C) to each Component of the Class B1 Certificates, in
reduction of the Component Certificate Principal Amount thereof,
such Component's Subordinate Component Percentage of the Subordinate
Principal Distribution Amount for the related Certificate Group for
such Distribution Date, except as provided in Section 5.02(c), until
the Component Principal Balance of each such Component has been
reduced to zero;
(D) to each Component of the Class B2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, as
reduced by such Component's pro rata share (determined on the basis
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of Accrued Certificate Interest otherwise distributable thereon)
of any Net Prepayment Interest Shortfalls for the related
Mortgage Pool for such Distribution Date;
(E) to each Component of the Class B2 Certificates, any
Interest Shortfall for such Component on such Distribution Date;
(F) to each Component of the Class B2 Certificates, in
reduction of the Component Principal Amount thereof, such
Component's Subordinate Component Percentage of the Subordinate
Principal Distribution Amount for the related Certificate Group for
such Distribution Date, except as provided in Section 5.02(c), until
the Component Principal Balance of each such Component has been
reduced to zero;
(G) to each Component of the Class B3 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, as
reduced by such Component's pro rata share (determined on the basis
of Accrued Certificate Interest otherwise distributable thereon) of
any Net Prepayment Interest Shortfalls for the related Mortgage Pool
for such Distribution Date;
(H) to each Component of the Class B3 Certificates, any
Interest Shortfall for such Component on such Distribution Date;
(I) to each Component of the Class B3 Certificates, in
reduction of the Component Certificate Principal Amount thereof,
such Component's Subordinate Component Percentage of the
Subordinate Principal Distribution Amount for the related
Certificate Group for such Distribution Date, except as provided in
Section 5.02(c), until the Component Principal Balance of each such
Component has been reduced to zero;
(J) to each Component of the Class B4 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, as
reduced by such Component's pro rata share (determined on the basis
of Accrued Certificate Interest otherwise distributable thereon) of
any Net Prepayment Interest Shortfalls for the related Mortgage Pool
for such Distribution Date;
(K) to each Component of the Class B4 Certificates, any
Interest Shortfall for such Component on such Distribution Date;
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(L) to each Component of the Class B4 Certificates, in
reduction of the Component Certificate Principal Amount thereof,
such Component's Subordinate Component Percentage of the
Subordinate Principal Distribution Amount for the related
Certificate Group for such Distribution Date, except as provided in
Section 5.02(c), until the Component Principal Balance of each such
Component has been reduced to zero;
(M) to each Component of the Class B5 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, as
reduced by such Component's pro rata share (determined on the basis
of Accrued Certificate Interest otherwise distributable thereon) of
any Net Prepayment Interest Shortfalls for the related Mortgage Pool
for such Distribution Date;
(N) to each Component of the Class B5 Certificates, any
Interest Shortfall for such Component on such Distribution Date;
(O) to each Component of the Class B5 Certificates, in
reduction of the Component Certificate Principal Amount thereof, such
Component's Subordinate Component Percentage of the Subordinate
Principal Distribution Amount for the related Certificate Group for
such Distribution Date, except as provided in Section 5.02(c), until
the Component Principal Balance of each such Component has been
reduced to zero;
(P) to each Component of the Class B6 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, as
reduced by such Component's pro rata share (determined on the basis
of Accrued Certificate Interest otherwise distributable thereon) of
any Net Prepayment Interest Shortfalls for the related Mortgage Pool
for such Distribution Date;
(Q) to each Component of the Class B6 Certificates, any
Interest Shortfall for such Component on such Distribution Date; and
(R) to each Component of the Class B6 Certificates, in
reduction of the Component Certificate Principal Amount thereof,
such Component's Subordinate Component Percentage of the
Subordinate Principal Distribution Amount for such Distribution
Date, except as provided in Section 5.02(c), until the Component
Principal Balance of each such Component has been reduced to zero.
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(b) If on any Distribution Date the Class Certificate Principal
Amounts of the Subordinate Certificates have each been reduced to zero,
the Available Distribution Amount with respect to both Mortgage Pools
remaining after distribution of interest to the related Senior
Certificates on such date shall be distributed 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)(iii)(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 the related Subordinate Principal
Distribution Amount will be made to the Class B2, Class B3, Class B4,
Class B5 or Class B6 Certificates in respect of either Component thereof
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 the related Subordinate
Principal Distribution Amount will be made to the Class B3, Class B4,
Class B5 or Class B6 Certificates in respect of either Component thereof
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 the related Subordinate
Principal Distribution Amount will be made to the Class B4, Class B5 or
Class B6 Certificates in respect of either Component thereof 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 the related Subordinate
Principal Distribution Amount will be made to the Class B5 or Class B6
Certificates in respect of either Component thereof on such Distribution
Date. (v) If on any Distribution Date the Credit Support Percentage for
the Class B5 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 the related Subordinate Principal
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Distribution Amount will be made to the Class B6 Certificates in
respect of either Component thereof 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 Components of the related
Certificate Group in proportion to their respective Component Principal
Amounts. Notwithstanding the foregoing, on any Distribution Date on which
only one Class of Subordinate Certificates is entitled to distributions
pursuant to the immediately preceding paragraph, such amounts
distributable to any Component of such Class that is no longer outstanding
shall be distributed to such Class in respect of the remaining Component
thereof.
(d) On each Distribution Date, the Trustee shall distribute to the
Holder of the Class R2 Certificate any amounts remaining in the Upper Tier
REMIC for such Distribution Date after application of all amounts
described in paragraph (a) of this Section 5.02. Any distributions
pursuant to this paragraph (d) shall not reduce the Class Certificate
Principal Amount of the Class R2 Certificate.
Section 5.03. Allocation of Realized Losses. (a) On any
-----------------------------
Distribution Date, the principal portion of each Realized Loss (other than
any Excess Loss) on a Mortgage Loan in either Mortgage Pool shall be
allocated as follows:
first, if the related Certificate Group is an Overcollateralized
-----
Group, to the Components of the other Certificate Group having numerical
designations equal to or higher than the Component of the
Overcollateralized Group having the highest numerical designation then
outstanding, in decreasing order of numerical designation, in an amount equal
to the lesser of the amount of such Realized Loss and the
Undercollateralization Amount then existing, to the extent of the
Component Principal Amounts thereof;
second, to the Component of the Class of Subordinate
------
Certificates having the highest numerical designation; provided, however,
that (i) if such Component relating to only one Certificate Group is then
outstanding, all Realized Losses on Mortgage Loans in the related Mortgage
Pool will be allocated to such Component, until the Component Principal
Amount thereof has been reduced to zero, before any Realized Loss on a
Mortgage Loan in the other Mortgage Pool is allocated to such Component,
and (ii) if such Component relating to each Certificate Group is then
outstanding, such Realized Loss will be allocated first to the Component
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of the Certificate Group relating to the Mortgage Pool in which such
Realized Loss occurred, until the Component Principal Amount thereof
has been reduced to zero, prior to any allocation of such Realized
Loss to the corresponding Component relating to the other Certificate
Group, until in each case the respective Component Principal Amounts
have been reduced to zero; and
third, to the Classes of Senior Certificates, pro rata, in
-----
accordance with their respective Class Certificate Principal Amounts.
(b) On any Distribution Date, the principal portion of any Excess
Loss on a Mortgage Loan in either Mortgage Pool shall be allocated as
follows:
first, if such Mortgage Pool is an Overcollateralized Mortgage
-----
Pool to the Classes and Components of the unrelated Certificate Group, pro
rata, on the basis of their respective Class Certificate Principal Amounts
and Component Principal Amounts, in an amount up to the lesser of the related
Diversion Fraction of such Excess Loss and the Undercollateralization Amount;
second, to the Classes and Components of the Certificate Group
------
relating to the Mortgage Pool in which such Excess Loss occurred, pro
rata, in accordance with their respective Class Certificate Principal
Amounts and Component Principal Amounts; and
third, after the Credit Support Depletion Date, to the Senior
-----
Certificates, pro rata, in accordance with their respective Class
Certificate Principal Amounts.
(c) Any Realized Losses allocated to a Class of Certificates
pursuant to Section 5.03(a) or (b) shall be allocated among the
Certificates of such Class in proportion to their respective Certificate
Principal Amounts. Any allocation of Realized Losses to a Component
pursuant to Sections 5.03(a) or (b) shall effect a corresponding reduction
in the Class Certificate Principal Amount of the related Class of
Certificates. Any allocation of Realized Losses pursuant to this
paragraph (c) shall be accomplished by reducing the Certificate Principal
Amount (or, in the case of any Component, the Component Principal Amount)
of the related Certificates (or Components) on the related Distribution
Date in accordance with Section 5.03(d).
(d) Realized Losses allocated in accordance with this Section 5.03
shall be allocated on the Distribution Date in the month following the
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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.
(e) On each Distribution Date, the Subordinate Certificate Writedown
Amount for such date shall be allocated to the Component of the Class of
Subordinate Certificates having the highest numerical designation;
provided, that if such Component related to each Certificate Group is then
outstanding, the Subordinate Certificate Writedown Amount shall be
allocated to such Components pro rata on the basis of their respective
Component Principal Amounts.
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.
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.
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(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 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
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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 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),
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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 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.
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Section 6.05. Eligibility Requirements for Trustee. The Trustee
------------------------------------
hereunder shall at all times be (i) an institution insured by the FDIC and
(ii) a corporation or national banking association, organized and doing
business under the laws of any State or the United States of America,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then, for the purposes of this
Section, the combined capital and surplus of such corporation or national
banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In case
at any time the Trustee shall cease to be eligible in accordance with
provisions of this Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 6.06.
Section 6.06. Resignation and Removal of Trustee. (a) The Trustee
----------------------------------
may at any time resign and be discharged from the trust hereby created by
giving written notice thereof to the Depositor. Upon receiving such
notice of resignation, the Depositor will promptly appoint a successor
trustee by written instrument, one copy of which instrument shall be
delivered to the resigning Trustee, and one copy to the successor trustee.
If no successor trustee shall have been so appointed and shall have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
(b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 6.05 and shall fail to resign
after written request therefor by the Depositor, (ii) the Trustee shall
become incapable of acting, or shall be adjudged a bankrupt or insolvent,
or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, (iii) a tax is imposed or threatened with respect to the
Trust Fund by any state in which the Trustee or the Trust Fund held by the
Trustee is located, or (iv) the continued use of the Trustee would result
in a downgrading of the rating by the Rating Agencies of any Class of
Certificates with a rating, 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.
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(c) The Holders of more than 50% of the Class Certificate Principal
Amount (or Aggregate Notional Amount) of each Class of Certificates may at
any time upon 30 days' written notice to the Trustee and to the Depositor
remove the Trustee by such written instrument, signed by such Holders or
their attorney-in-fact duly authorized, one copy of which instrument shall
be delivered to the Depositor and one copy to the Trustee so removed; the
Depositor shall thereupon use its best efforts to appoint a mutually
acceptable successor trustee in accordance with this Section.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor trustee
as provided in Section 6.07.
Section 6.07. Successor Trustee. (a) Any successor trustee
-----------------
appointed as provided in Section 6.06 shall execute, acknowledge and
deliver to the Depositor and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or
removal of the predecessor trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with like effect as if originally named as
trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and documents and statements related to each
Mortgage Files held by it hereunder, and shall duly assign, transfer,
deliver and pay over to the successor trustee the entire Trust Fund,
together with all necessary instruments of transfer and assignment or
other documents properly executed necessary to effect such transfer and
such of the record or copies thereof maintained by the predecessor trustee
in the administration hereof as may be requested by the successor trustee
and shall thereupon be discharged from all duties and responsibilities
under this Agreement. In addition, the predecessor trustee shall execute
and deliver such other instruments and do such other things as may
reasonably be required to more fully and certainly vest and confirm in the
successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in
this Section unless at the time of such appointment such successor trustee
shall be eligible under the provisions of Section 6.05.
(c) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Depositor shall mail notice of
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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 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:
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(i) all powers, duties, obligations and rights conferred upon
the Trustee in respect of the receipt,
custody and payment of moneys shall be exercised solely by the
Trustee;
(ii) all other rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee,
co-trustee, or custodian jointly, except to the extent that under any
law of any jurisdiction in which any particular act or acts are to be
performed the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and
obligations, including the holding of title to the Trust Fund or
any portion thereof in any such jurisdiction, shall be exercised
and performed by such separate trustee, co-trustee, or custodian;
(iii) no trustee or custodian hereunder shall be personally
liable by reason of any act or omission of any other trustee or custodian
hereunder; and
(iv) the Trustee or the Certificateholders evidencing more than
50% of the Aggregate Voting Interests of the Certificates may at any time
accept the resignation of or remove any separate trustee, co-trustee or
custodian, so appointed by it or them, if such resignation or removal does
not violate the other terms of this Agreement.
(c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee, co-trustee or custodian shall refer to
this Agreement and the conditions of this Article VI. Each separate
trustee and co-trustee, upon its acceptance of the trusts conferred, shall
be vested with the estates or property specified in its instrument of
appointment, either jointly with the Trustee or separately, as may be
provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the
conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee, co-trustee or custodian may, at any time,
constitute the Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under
or in respect of this Agreement on its behalf and in its name. If any
separate trustee, co-trustee or custodian shall die, become incapable of
acting, resign or be removed, all of its estates, properties, rights,
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remedies and trusts shall vest in and be exercised by the Trustee, to
the extent permitted by law, without the appointment of a new or
successor trustee.
(e) No separate trustee, co-trustee or custodian hereunder shall be
required to meet the terms of eligibility as a successor trustee under
Section 6.05 hereunder and no notice to Certificateholders of the
appointment shall be required under Section 6.07 hereof.
(f) The Trustee agrees to instruct the co-trustees, if any, to the
extent necessary to fulfill the Trustee's obligations hereunder.
(g) The Trustee shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified
in Section 6.12 hereof (which compensation shall not reduce any
compensation payable to the Trustee under such Section).
Section 6.10. Authenticating Agents. (a) The Trustee may appoint
---------------------
one or more Authenticating Agents which shall be authorized to act on
behalf of the Trustee in authenticating Certificates. Wherever reference
is made in this Agreement to the authentication of Certificates by the
Trustee or the Trustee's certificate of authentication, such reference
shall be deemed to include authentication on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent must be a corporation organized and doing business under the laws of
the United States of America or of any state, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or
state authorities.
(b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which any Authenticating
Agent shall be a party, or any Person succeeding to the corporate agency
business of any Authenticating Agent, shall continue to be the
Authenticating Agent without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.
(c) Any Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee and
the Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and the Depositor. Upon receiving a notice of
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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, 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.
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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 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
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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 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,
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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 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 <PAGE>
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
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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
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
-------- -------
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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.
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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 each 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 on
the first such Distribution Date the Servicer does not exercise its option
to cause the Trust Fund to sell all of its property as described above,
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 Trustee by first class mail to
Certificateholders mailed no later
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than the later of five Business Days after the Trustee has received notice
from the 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 will
be made upon presentation and surrender of the Certificates at the
Corporate Trust Office, and (B) that the Record Date otherwise applicable
to such Distribution Date is not applicable, distribution being made only
upon presentation and surrender of the Certificates at the office or
agency of the Trustee therein specified. The Trustee shall give such
notice to the Certificate Registrar at the time such notice is given to
Holders of the Certificates. Upon any such termination, the duties of the
Certificate Registrar with respect to the Certificates shall terminate and
the Trustee shall terminate the Collection Account it maintains, the
Certificate Account and any other account or fund maintained with respect
to the Certificates, subject to the Trustee's obligation hereunder to hold
all amounts payable to Certificateholders in trust without interest
pending such payment.
(b) In the event that all of the Holders do not surrender their
Certificates for cancellation within three months after the time specified
in the above-mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with
respect thereto. If within one year after the second notice any
Certificates shall not have been surrendered for cancellation, the Trustee
may take appropriate steps to contact the remaining Certificateholders
concerning surrender of such Certificates, and the cost thereof shall be
paid out of the amounts distributable to such Holders. If within two
years after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall, subject to applicable
state law relating to escheatment, hold all amounts distributable to such
Holders for the benefit of such Holders. No interest shall accrue on any
amount held by the Trustee and not distributed to a Certificateholder due
to such Mortgage Certificateholder's failure to surrender its
Certificate(s) for payment of the final distribution thereon in accordance
with this Section.
Section 7.03. Additional Trust Fund Termination Requirements. (a)
----------------------------------------------
The Trust Fund shall be terminated in accordance with the following
additional requirements, unless the Trustee seeks, and subsequently
receives, an Opinion of Counsel, addressed to the Trustee to the effect
that the failure of the Trust Fund to comply with the requirements of this
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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 their
option to cause the termination of the Trust Fund) shall adopt a plan
of complete liquidation of the Trust Fund on behalf of each REMIC,
meeting the requirements of a qualified liquidation under the REMIC
Provisions;
(ii) The sale of the assets of the Trust Fund pursuant to
Section 7.02 shall be a sale for cash and shall occur at or after the time
of adoption of such a plan of complete liquidation and prior to the time
of making of the final payment on the Certificates;
(iii) On the date specified for final payment of the
Certificates, the Trustee shall make final distributions of principal and
interest on the Certificates in accordance with Section 5.02 and, after
payment of, or provision for any outstanding expenses, distribute or credit,
or cause to be distributed or credited, to the Holders of the Residual
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 Holders of the Residual
Certificates be made after the 89th day from the date on which the plan of
complete liquidation is adopted.
(b) By its acceptance of a Residual Certificate, each Holder
thereof hereby (i) authorizes the Trustee to take such action as may be
necessary to adopt a plan of complete liquidation of the related REMIC and
(ii) agrees to take such other action as may be necessary to adopt a plan
of complete liquidation of the related REMIC, which authorization shall be
binding upon all successor Residual Certificateholders.
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ARTICLE VIII
RIGHTS OF CERTIFICATEHOLDERS
Section 8.01. Limitation on Rights of Holders. (a) The death or
-------------------------------
incapacity of any Certificateholder shall not operate to terminate this
Agreement or this Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or
proceeding in any court for a partition or winding up of this Trust Fund,
nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them. Except as otherwise expressly provided
herein, no Certificateholder, solely by virtue of its status as a
Certificateholder, shall have any right to vote or in any manner otherwise
control the operation and management of the Trust Fund, or the obligations
of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to
any third person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.
(b) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless
such Holder previously shall have given to the Trustee a written notice of
an Event of Default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of Certificates evidencing not less
than 25% of the Class Certificate Principal Amount (or Aggregate Notional
Amount) of Certificates of each Class shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name
as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the cost, expenses and liabilities to
be incurred therein or thereby, and the Trustee, for sixty days after its
receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding and
no direction inconsistent with such written request has been given such
Trustee during such sixty-day period by such Certificateholders; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee,
that no one or more Holders of Certificates shall have any right in any
manner whatever by virtue or by availing of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders
of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce
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any right under this Agreement, except in the manner herein provided
and for the benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.
Section 8.02. Access to List of Holders. (a) If the Trustee is not
-------------------------
acting as Certificate Registrar, the Certificate Registrar will furnish or
cause to be furnished to the Trustee, within fifteen days after receipt by
the Certificate Registrar of a request by the Trustee in writing, a list,
in such form as the Trustee may reasonably require, of the names and
addresses of the Certificateholders of each Class as of the most recent
Record Date.
(b) If three or more Holders (hereinafter referred to as
"Applicants") apply in writing to the Trustee, and such application states
that the Applicants desire to communicate with other Holders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such Applicants propose
to transmit, then the Trustee shall, within five Business Days after the
receipt of such application, afford such Applicants reasonable access
during the normal business hours of the Trustee to the most recent list of
Certificateholders held by the Trustee or shall, as an alternative, send,
at the Applicants' expense, the written communication proffered by the
Applicants to all Certificateholders at their addresses as they appear in
the Certificate Register.
(c) Every Holder or Certificate Owner, if the Holder is a Clearing
Agency, by receiving and holding a Certificate, agrees with the Depositor,
the Certificate Registrar and the Trustee that neither the Depositor, the
Certificate Registrar nor the Trustee shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of
the Certificateholders hereunder, regardless of the source from which such
information was derived.
Section 8.03. Acts of Holders of Certificates. (a) Any request,
-------------------------------
demand, authorization, direction, notice, consent, 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
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and evidenced thereby) are herein sometimes referred to as an "Act" of
the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agents shall
be sufficient for any purpose of this Agreement and conclusive in favor
of the Trustee, if made in the manner provided in this Section.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments or deeds, certifying that the
individual signing such instrument or writing acknowledged to him the
execution thereof. Whenever such execution is by an officer of a
corporation or a member of a partnership on behalf of such corporation or
partnership, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of
any such instrument or writing, or the authority of the individual
executing the same, may also be proved in any other manner which the
Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other
writing thereon made by anyone other than the Trustee) shall be proved by
the Certificate Register, and neither the Trustee nor the Depositor shall
be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Certificate shall bind every
future Holder of the same Certificate and the Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor
or in lieu thereof, in respect of anything done, omitted or suffered to be
done by the Trustee in reliance thereon, whether or not notation of such
action is made upon such Certificate.
ARTICLE IX
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 9.01. Trustee To Retain Possession of Certain Documents.
-------------------------------------------------
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
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(or its custodian) shall also retain possession and custody of each
Mortgage File in accordance with and subject to the terms and conditions
of this Agreement; provided, that documents relating to any Additional
Collateral may be held by a custodian on behalf of the Trustee.
Section 9.02. Preparation of Tax Returns and Other Reports. (a)
--------------------------------------------
The Trustee shall prepare or cause to be prepared on behalf of the Trust
Fund, based upon the information furnished by the Servicer or calculated
by the Trustee in accordance with this Agreement pursuant to instructions
given by the Depositor, and shall file federal tax returns and appropriate
state income tax returns and such other returns as may be required by
applicable law relating to the Trust Fund and shall forward copies to the
Depositor of all such returns and Form 1099 information and such other
information within the control of the Trustee as the Depositor may
reasonably request in writing, and shall forward to each Certificateholder
such forms and furnish such information within the control of the Trustee
as are required by the Code and the REMIC Provisions to be furnished to
them, and will prepare and disseminate to Certificateholders Form 1099s
(or otherwise furnish information within the control of the Trustee) to
the extent required by applicable law.
(b) The Trustee shall prepare and file with the Internal Revenue
Service ("IRS"), on behalf of the Trust Fund, an application on IRS Form
SS-4.
(c) The Trustee shall prepare and file electronically with the
Securities and Exchange Commission monthly current reports on Form 8-K on
behalf of the Trust Fund, as may be required by applicable law or
regulation, based upon information supplied by the Servicer.
(d) The Trustee will prepare and file electronically with the
Securities and Exchange Commission Form 10-Ks and Form 10-Qs (if
necessary) on behalf of the Trust Fund, as may be required by applicable
law or regulation. The Depositor agrees to use its 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
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payment that are required to be deposited in the Collection Account
maintained by the Trustee pursuant to Section 4.01 have been or will be so
deposited) of a Servicing Officer and shall request the Trustee (or its
custodian) to deliver to the Servicer the related Mortgage File. Upon
receipt of such certification and request, the Trustee (or its custodian)
shall promptly release the related Mortgage File to the Servicer and the
Trustee shall have no further responsibility with regard to such Mortgage
File. Upon any such payment in full, the Trustee authorizes the Servicer
to give, as agent for the Trustee, as the mortgagee under the Mortgage
that secured the Mortgage Loan, an instrument of satisfaction (or
assignment of mortgage without recourse) regarding the Mortgaged Property
subject to the Mortgage, which instrument of satisfaction or assignment,
as the case may be, shall be delivered to the Person or Persons entitled
thereto against receipt therefor of such payment, it being understood and
agreed that no expenses incurred in connection with such instrument of
satisfaction or assignment, as the case may be, shall be chargeable to the
Collection Account.
(b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan and in accordance with Accepted Servicing
Practices, the Trustee shall execute such documents as shall be prepared
and furnished to the Trustee by the Servicer (in form reasonably
acceptable to the Trustee) and as are necessary to the prosecution of any
such proceedings. The Trustee shall, upon request of the Servicer and
delivery to the Trustee (or its custodian) of a trust receipt signed by a
Servicing Officer substantially in the form of Exhibit C, release the
related Mortgage File held in its possession or control to the Servicer.
Such trust receipt shall obligate the Servicer to return the Mortgage File
to the Trustee (or its custodian) when the need therefor by the Servicer
no longer exists unless the Mortgage Loan shall be liquidated, in which
case, upon receipt of a certificate of a Servicing Officer similar to that
specified above, the trust receipt shall be released by the Trustee (or
its custodian) to the Servicer.
(c) The Trustee covenants and agrees that it will comply with all
relevant laws and regulations governing the custody, processing, release
and delivery of the Mortgage Loan documents within its possession or
control.
ARTICLE X
REMIC ADMINISTRATION
Section 10.01. REMIC Administration. (a)(i) For federal income tax
purposes, the Trust Fund shall consist of two REMICs, --------------------
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the Lower Tier REMIC and the Upper Tier REMIC. The Certificates, other
than the Class R1 Certificates, shall be issued by the Upper Tier REMIC,
and the Class R1 Certificates shall be issued by the Lower Tier REMIC.
The Lower Tier REMIC shall be evidenced by the Class R1 Certificate and
the regular interests having the characteristics and terms set forth
below, which interests (other than the Class R1 Certificate) shall be
issued by the Lower Tier REMIC to the Trustee. The Lower Tier Interests
and the proceeds thereof shall be assets of the Upper Tier REMIC.
(ii) The Lower Tier Interests shall consist of the A1, B1(1),
B2(1), B3(1), B4(1), B5(1), B6(1) and R2 (the "Group 1 Lower Tier
Interests"), and the A2, B1(2), B2(2), B3(2), B4(2), B5(2) and B6(2) (the
"Group 2 Lower Tier Interests"). The Group 1 Lower Tier Interests shall
bear interest at the Pool 1 Rate, and the Group 2 Lower Tier Interests
shall bear interest at the Pool 2 Rate. The Lower Tier Balance of Lower
Tier Interest A1 shall be equal to the Pool 1 Balance minus the aggregate
of Lower Tier Balances of the Lower Tier Balances of the remaining Group 1
Lower Tier Interests and the Certificate Principal Amount of the Class R1
Certificates, and the Lower Tier Balance of Lower Tier Interest A2 shall
be equal to the Pool 2 Balance minus the aggregate of the remaining Group
2 Lower Tier Interests. The Lower Tier Balance for each of the remaining
Lower Tier Interests is as defined in Section 1.01. The initial Lower
Tier Balance for Lower Tier Interest R2 shall be equal to $100.
Distributions of principal and interest on the Lower Tier
Interests shall correspond, in the aggregate, to the aggregate of
distributions of principal and interest made under Section 5.02 on the
Classes of Certificates or Components. Distributions of principal to,
and allocation of losses on, each of Lower Tier Interest B1(1), B2(1),
B3(1), B4(1), B5(1) and B6(1) shall be as described in the definition
of Lower Tier Balance; principal not distributed to, and losses not
allocated to, such Lower Tier Interests shall be distributed or
allocated to Lower Tier Interests A1 and R2, in proportion to their
Lower Tier Balances. Distributions of principal to, and allocation
of losses on, each of Lower Tier Interest B1(2), B2(2), B3(2),
B4(2), B5(2) and B6(2) shall be as described in the definition
of Lower Tier Balance; principal not distributed to, and losses
not allocated to, such Lower Tier Interests shall be distributed or
allocated to Lower Tier Interests A2.
(iii) The Lower Tier Interests shall be issued as non-certificated
interests. The Class R1 Certificate shall be issued in fully
registered certificated form and shall be executed and countersigned as
provided in Section 3.01 hereof.
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(iv) On each Distribution Date, in addition to amounts
otherwise distributable thereon pursuant to Section 5.02, the Trustee
shall distribute to the holder of the Class R1 Certificate any amounts
(other than the amounts described in clauses (a) through (e) of the
definition of Available Distribution Amount) remaining in the Lower
Tier REMIC after all amounts required to be applied pursuant to the
preceding paragraph have been so applied. Any distributions
pursuant to this paragraph shall not reduce the Class Certificate
Principal Balance of the Class R1 Certificate.
(v) The Lower Tier Interests identified in subparagraph (ii)
above shall be designated as the "regular interests" and the Class R1
Certificate as the single class of "residual interests" in the Lower Tier
REMIC for purposes of the REMIC provisions. The Class A1 and Class A2
Certificates shall be designated as "regular interests" in the Upper Tier
REMIC for purposes of the REMIC Provisions. Each of the Class B
Certificates shall represent two "regular interests" in the Upper Tier
REMIC for purposes of the REMIC Provisions, one such interest consisting
in each case of the right to receive distributions of principal on such
Class of Certificates and distributions of interest accrued on the Class
Certificate Principal Balance thereof, and the other of which shall
consist of the right to receive the applicable Strip Amount. The Class R2
Certificates shall be designated as the single class of "residual
interests" in the Upper Tier REMIC for purposes of the REMIC Provisions.
(b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC within the meaning of section 86OG(a)(9) of the Code.
(c) The Trustee shall pay any and all tax related expenses (not
including taxes) of each REMIC, including but not limited to any
professional fees or expenses related to audits or any administrative or
judicial proceedings with respect to such REMIC that involve the Internal
Revenue Service or state tax authorities, but only to the extent that (i)
such expenses are ordinary or routine expenses, including expenses of a
routine audit but not expenses of litigation (except as described in
(ii)); or (ii) such expenses or liabilities (including taxes and
penalties) are attributable to the negligence or willful misconduct of the
Trustee in fulfilling its duties hereunder (including its duties as tax
return preparer).
(d) The Trustee shall 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.
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(e) The Trustee or its designee shall perform on behalf of each
REMIC all reporting and other tax compliance duties that are the
responsibility of each REMIC under the Code, the REMIC Provisions, or
other compliance guidance issued by the Internal Revenue Service or any
state or local taxing authority. Among its other duties, if required by
the Code, the REMIC Provisions, or other such guidance, the Trustee
shall provide (i) to the Treasury or other governmental authority such
information as is necessary for the application of any tax relating to
the transfer of a Residual Certificate to any disqualified person or
organization and (ii) to the Certificateholders such information or
reports as are required by the Code or REMIC Provisions.
(f) The Trustee and the Holders of Certificates shall take any
action or cause each REMIC to take any action necessary to create or
maintain the status of such REMIC as a REMIC under the REMIC Provisions
and shall assist each other as necessary to create or maintain such
status. Neither the Trustee nor the Holder of any Residual Certificate
shall take any action, cause any REMIC to take any action or fail to take
(or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger
the status of such REMIC as a REMIC or (ii) result in the imposition of a
tax upon such REMIC (including but not limited to the tax on prohibited
transactions as defined in Code Section 860F(a)(2) and the tax on
prohibited contributions set forth on Section 860G(d) of the Code) (either
such event, an "Adverse REMIC Event") unless the Trustee has received an
Opinion of Counsel (at the expense of the party seeking to take such
action) to the effect that the contemplated action will not endanger such
status or result in the imposition of such a tax. In addition, prior to
taking any action with respect to a REMIC or the assets therein, or
causing such REMIC to take any action, which is not expressly permitted
under the terms of this Agreement, any Holder of a Residual Certificate
will consult with the Trustee or its designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event to occur with
respect to such REMIC, and no such Person shall take any such action or
cause such REMIC to take any such action as to which the Trustee has
advised it in writing that an Adverse REMIC Event could occur.
(g) Each Holder of a Residual Certificate shall pay when due any and
all taxes imposed on the related REMIC by federal or state governmental
authorities. To the extent that such Trust taxes are not paid by a
Residual Certificateholder, the Trustee shall pay any remaining REMIC
taxes out of current or future amounts otherwise distributable to the
Holder of the Residual Certificate in such REMIC or, if no such amounts
are available, out of other amounts held in the Collection Account, and
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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 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
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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).
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
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with any requirements imposed by the Code and the REMIC Provisions.
No such amendment effected pursuant to the preceding sentence shall,
as evidenced by an Opinion of Counsel, adversely affect the status of
any REMIC created pursuant to this Agreement, nor shall such amendment
affected pursuant to clause (iii) of such sentence adversely affect in
any material respect the interests of any Holder. Prior to entering
into any amendment without the consent of Holders pursuant to this
paragraph, the Trustee may require an Opinion of Counsel (at the
expense of the party requesting such amendment) to the effect that
such amendment is permitted under this paragraph. Any such amendment
shall be deemed not to adversely affect in any material respect any
Holder, if the Trustee receives written confirmation from each Rating
Agency that such amendment will not cause such Rating Agency to reduce
the then current rating assigned to the Certificates (and any Opinion
of Counsel requested by the Trustee in connection with any such
amendment may rely expressly on such confirmation as the basis
therefor).
(b) This Agreement may also be amended from time to time by the
Depositor and the Trustee with the consent of the Holders of not less
than 66-2/3% of the 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
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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, Certificates owned by the
Depositor, the Trustee or the Servicer or Affiliates thereof are not to be
counted so long as such Certificates are owned by the Depositor, the
Trustee or the Servicer or affiliates thereof.
Section 11.05. Rule 144A Information. For so long as any of the
---------------------
Certificates of any Series or Class are "restricted securities" within the
meaning of Rule 144(a)(3) under the Act, each of the Depositor and the
Trustee agree to cooperate with each other to provide to any
Certificateholders and to any prospective purchaser of Certificates
designated by such Certificateholder, upon the request of such
Certificateholder or prospective purchaser, any information required to be
provided to such holder or prospective purchaser to satisfy the condition
set forth in Rule 144A(d)(4) under the Act. Any reasonable, out-of-pocket
expenses incurred by the Trustee in providing such information shall be
reimbursed by the Depositor.
Section 11.06. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
APPLIED IN NEW YORK.
Section 11.07. Notices. All demands, notices and communications
-------
hereunder shall be in writing and shall be deemed to have been duly given
when received by (a) in the case of the Depositor, Structured Asset
Securities Corporation, 200 Vesey Street, New York, New York 10285,
Attention: President, and (b) in the case of the Trustee, 4 Chase
MetroTech Center, 3rd Floor, Brooklyn, New York 11245, Attention: Global
Trust Services, or as to each party such other address as may hereafter be
furnished by such Party to the other parties in writing. Any notice
required or permitted to be mailed to a Holder shall be given by first
class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given,
whether or not the Holder receives such notice.
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Section 11.08. Severability of Provisions. If any one or more of
--------------------------
the covenants, agreements, provisions or terms of this Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders
thereof.
Section 11.09. Indulgences; No Waivers. Neither the failure nor any
-----------------------
delay on the part of a party to exercise any right, remedy, power or
privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, power or
privilege preclude any other or further exercise of the same or of any
other right, remedy, power or privilege, nor shall any waiver of any
right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with
respect to any other occurrence. No waiver shall be effective unless it
is in writing and is signed by the party asserted to have granted such
waiver.
Section 11.10. Headings Not To Affect Interpretation. The headings
-------------------------------------
contained in this Agreement are for convenience of reference only, and
they shall not be used in the interpretation hereof.
Section 11.11. Benefits of Agreement. Nothing in this Agreement or
---------------------
in the Certificates, express or implied, shall give to any Person, other
than the parties to this Agreement and their successors hereunder and the
Holders of the Certificates, any benefit or any legal or equitable right,
power, remedy or claim under this Agreement.
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.
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(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 DCR, to:
Duff & Phelps Credit Rating Co.
17 State Street, 12th Floor
New York, New York 10004
Attention: ________________________
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.
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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/ Richard Uhlis
-----------------------------
Name: Richard Uhlis
Title: Vice President
THE CHASE MANHATTAN BANK, N.A.,
as Trustee
By: James J. Fevola
-----------------------------
Name: James J. Fevola
Title: Second Vice President
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EXHIBIT B-1
-----------
FORM OF TRUSTEE INITIAL CERTIFICATION
-----------------
Date
Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285
RE: Trust Agreement (the "Trust Agreement"), dated as of
---------------
April 1, 1996 between Structured Asset Securities
Corporation, as Depositor, and The Chase Manhattan
Bank, N.A., as Trustee, with respect to Structured
Asset Securities Corporation Mortgage Pass-Through
Certificates, Series GreenPoint 1996-A
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.
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.
THE CHASE MANHATTAN BANK, 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
April 1, 1996 between Structured Asset Securities
Corporation, as Depositor and The Chase Manhattan Bank,
N.A., as Trustee, with respect to Structured Asset
Securities Corporation Mortgage Pass-Through Certificates,
Series GreenPoint 1996-A
Ladies and Gentlemen:
In accordance with Section 2.02(b) of the Trust Agreement, the
undersigned, as Trustee, hereby certifies that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
in full or listed on the attachment hereto) it (or its custodian) has
received:
(i) the original Mortgage Note endorsed at the direction of
the Seller and the Depositor by the originator without recourse to the
Trust Agreement to the order of the Trustee;
(ii) with respect to any Mortgage Loan other than a Cooperative
Loan, an original or certified copy of the duly executed assignment from
the originator to the Trustee of the Mortgage;
(iii) with respect to any Mortgage Loan other than a Cooperative
Loan, the original recorded Mortgage with evidence of recording indicated
thereon; or, if, in connection with any Mortgage Loan, the Depositor (or
the Servicer or any of its correspondents, at the direction of the Seller
and the Depositor) cannot deliver the Mortgage with evidence of recording
thereon on or prior to the Closing Date because of a delay caused by the
public recording office where such Mortgage has been delivered for
recordation or because such Mortgage has been lost, the Depositor (or the
Servicer or its correspondents or the Servicer, at the direction of the
Seller and the Depositor) shall deliver or cause to be delivered to the
1
<PAGE>
Trustee a photocopy of such Mortgage (certified by the Servicer or
its correspondents to be a true and complete copy);
(iv) if applicable, the original intervening assignments
("Intervening Assignments"), as may be necessary to show a complete
chain of title to the Mortgage from the originator to the Trustee at
the direction of the Seller and the Depositor;
(v) with respect to any Mortgage Loan other than a Cooperative
Loan, the original lender's Title Insurance Policy or a written commitment
to issue such Title Insurance Policy or, in lieu thereof, a copy of an
attorney's title opinion, certificate or other evidence of title;
(vi) the original of each assumption, modification or
substitution agreement, if any, relating to the Mortgage Loans (as and to
the extent of those Mortgage Loans specifically identified by the related
Servicer to be subject to any assumption, modification or substitution
pursuant to clause (C) of Section 2.02(b) of the Trust Agreement) or, as
to any assumption, modification or substitution agreement which cannot
be delivered on or prior to the Closing Date because of a delay caused
by the public recording office where such assumption, modification or
substitution agreement has been delivered for recordation, a photocopy
of such assumption, modification or substitution agreement;
(vii) with respect to any Cooperative Mortgage Loan, the original
Cooperative Loan Documents; and
(viii) the original additional collateral pledge and security
agreement executed in connection with each pledge of Additional
Collateral, assigned to the Trustee.
The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan
listed on the attachment hereto, it has reviewed the documents listed
above and has determined that each such document appears regular on its
face and appears to relate to the Mortgage Loan identified in such
document.
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).
THE CHASE MANHATTAN BANK, 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
April 1, 1996 between Structured Asset Securities
Corporation, as Depositor and The Chase Manhattan
Bank, N.A., as Trustee, with respect to Structured
Asset Securities Corporation Mortgage Pass-Through
Certificates, Series GreenPoint 1996-A
Ladies and Gentlemen:
In accordance with Section 2.02(d) of the Trust Agreement, the
undersigned, as Trustee, hereby certifies that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
in full or listed on the attachment hereto) it (or its custodian) has
received:
(i) the original Mortgage Note endorsed without recourse in
proper form to the order of the Trustee;
(ii) with respect to any Mortgage Loan other than a Cooperative
Mortgage Loan, a duly executed Assignment of Mortgage;
(iii) with respect to any Mortgage Loan other than a Cooperative
Mortgage Loan, the original recorded Mortgage with evidence of recording
indicated thereon; or, if, in connection with any Mortgage Loan, the
Depositor (or the Servicer or any of its correspondents, at the direction
of the Seller and the Depositor) cannot deliver the Mortgage with evidence
of recording thereon because such Mortgage has been lost, the Depositor
(or the Servicer or its correspondents, at the direction of the Seller and
Depositor) shall deliver or cause to be delivered to the Trustee, a
photocopy of such Mortgage (certified by the Servicer or its
correspondents to be a true and correct copy) together with a written
Opinion of Counsel acceptable to the Trustee and the Depositor that an
original recorded Mortgage is not required to enforce the Trustee's
interest in the Mortgage Loan;
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<PAGE>
(iv) if applicable, such original intervening assignments
("Intervening Assignments"), as may be necessary to show a complete chain
of title to the Mortgage from the originator to the Trustee at the
direction of the Seller and the Depositor; or, as to any such Intervening
Assignment which cannot be delivered because such Intervening Assignment
has been lost, a written Opinion of Counsel acceptable to the Trustee and
the Depositor that such original Intervening Assignment is not required to
enforce the Trustee's interest in the Mortgage Loans.
(v) with respect to any Mortgage Loan other than a Cooperative
Loan, the original lender's Title Insurance Policy or a written commitment
to issue such Title Insurance Policy or, in lieu thereof, a copy of such
Title Insurance Policy;
(vi) the original of each assumption, modification or
substitution agreement, if any, relating to the Mortgage Loans (as and to
the extent of those Mortgage Loans specifically identified by the Servicer
to be subject to any assumption, modification or substitution pursuant to
clause (C) of Section 2.02(b) of the Trust Agreement);
(vii) with respect to any Cooperative Mortgage Loan, the original
Cooperative Loan Documents; and
(viii) the original additional collateral pledge and security
agreement executed in connection with each pledge of Additional
Collateral, assigned to the Trustee.
The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan
listed on the attachment hereto, it has reviewed the documents listed
above and has determined that each such document appears to be complete
and, based on an examination of such documents, the information set forth
in the Mortgage Loan Schedule is correct.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement. This Certificate is
qualified in all respects by the terms of said Trust Agreement.
THE CHASE MANHATTAN BANK, N.A.,
as Trustee
By:________________________________
Name:
Title:
2
<PAGE>
EXHIBIT B-4
-----------
FORM OF ENDORSEMENT
Pay to the order of The Chase Manhattan Bank, N.A., as trustee (the
"Trustee") under a Trust Agreement dated as of April 1, 1996, between
Structured Asset Securities Corporation, as Depositor, and the Trustee
relating to Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series GreenPoint 1996-A, without recourse.
__________________________________
(current signatory on note)
By:_______________________________
Name:
Title:
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
1
<PAGE>
amended ("ERISA"), or a plan subject to Code Section 4975 or a person or
entity that is using the assets of any employee benefit plan or other
plan to acquire a Residual Certificate.
5. That the Purchaser hereby acknowledges that under the
terms of the Pooling and Servicing Agreement (the "Agreement") between
Structured Asset Securities Corporation and The Chase Manhattan Bank,
N.A., as Trustee, dated as of April 1, 1996, no transfer of the Residual
Certificates shall be permitted to be made to any person unless the
Trustee has received a certificate from such transferee to the effect that
such transferee is not an employee benefit plan subject to ERISA or a plan
subject to Section 4975 of the Code and is not using the assets of any
employee benefit plan or other plan to acquire Residual Certificates.
6. That the Purchaser does not hold REMIC residual securities
as nominee to facilitate the clearance and settlement of such securities
through electronic book-entry changes in accounts of participating
organizations (such entity, a "Book-Entry Nominee").
7. That the Purchaser does not have the intention to impede
the assessment or collection of any federal, state or local taxes legally
required to be paid with respect to such Residual Certificate.
8. That the Purchaser will not transfer a Residual Certificate
to any person or entity (i) as to which the Purchaser has actual knowledge
that the requirements set forth in paragraph 3, paragraph 6 or paragraph
10 hereof are not satisfied or that the Purchaser has reason to believe
does not satisfy the requirements set forth in paragraph 7 hereof, and
(ii) without obtaining from the prospective Purchaser an affidavit
substantially in this form and providing to the Trustee a written
statement substantially in the form of Exhibit G to the Agreement.
9. That the Purchaser understands that, as the holder of a
Residual Certificate, the Purchaser may incur tax liabilities in excess
of any cash flows generated by the interest and that it intends to pay
taxes associated with holding such Residual Certificate as they become
due.
10. That the Purchaser (i) is not a Non-U.S. Person or (ii) is
a Non-U.S. Person that holds a Residual Certificate in connection with the
conduct of a trade or business within the United States and has furnished
the transferor and the Trustee with an effective Internal Revenue Service
Form 4224 or successor form at the time and in the manner required by the
2
<PAGE>
Code or (iii) is a Non-U.S. Person that has delivered to both the
transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of such Residual Certificate
to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of a
Residual Certificate will not be disregarded for federal income tax
purposes. "Non-U.S. Person" means an individual, corporation,
partnership or other person other than a citizen or resident of the
United States, a corporation, partnership or other entity created
or organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust that is subject to U.S.
federal income tax regardless of the source of its income.
11. That the Purchaser agrees to such amendments of the
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
---------
(RESERVED)
1
<PAGE>
EXHIBIT G
---------
FORM OF RULE 144A TRANSFER CERTIFICATE
Re: Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
Series GreenPoint 1996-A
---------------------------------------
Reference is hereby made to the Trust Agreement dated as of
- ----------- 1, 199 (the "Trust Agreement") between Structured Asset
Securities Corporation, as Depositor, and The Chase Manhattan Bank,
N.A., as Trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.
This letter relates to $_________ initial Certificate Balance of
Class ______ Certificates which are held in the form of Definitive
Certificates registered in the name of ________________________________
(the "Transferor"). The Transferor has requested a transfer of such
Definitive Certificates for Definitive Certificates of such Class
registered in the name of (insert name of transferee).
In connection with such request, and in respect of such
Certificates, the Transferor hereby certifies that such Certificates are
being transferred in accordance with (i) the transfer restrictions set
forth in the Trust Agreement and the Certificates and (ii) Rule 144A under
the Securities Act to a purchaser that the Transferor reasonably believes
is a "qualified institutional buyer" within the meaning of Rule 144A
purchasing for its own account or for the account of a "qualified
institutional buyer", which purchaser is aware that the sale to it is
being made in reliance upon Rule 144A, in a transaction meeting the
requirements of Rule 144A and in accordance with any applicable
securities laws of any state of the United States or any other
applicable jurisdiction.
This certificate and the statements contained herein are made
for your benefit and the benefit of the Placement Agent and the Depositor.
_____________________________________
(Name of Transferor)
By:__________________________________
Name:
Title:
Dated: ___________, ____
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<PAGE>
EXHIBIT H
---------
FORM OF PURCHASER'S LETTER FOR
INSTITUTIONAL ACCREDITED INVESTOR
----------------------
(Date)
Dear Sirs:
In connection with our proposed purchase of $______________ principal
amount of Mortgage Pass-Through Certificates, Series GreenPoint 1996-A
(the "Offered Certificates") of Structured Asset Securities Corporation
(the "Depositor"), we confirm that:
(1) We have received a copy of the Private Placement Memorandum dated
___________, 199___ relating to the Offered Certificates (the
"Private Placement Memorandum"), and we understand that the
Offered Certificates have not been, and will not be, registered
under the Securities Act of 1933, as amended (the "Securities
Act"), and may not be sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any
accounts for which we are acting as hereinafter stated, that
if we should sell any Offered Certificates within three years of
the later of the date of original issuance of the Offered
Certificates or the last day on which such Offered Certificates
are owned by the Depositor or any affiliate of the Depositor
(which includes the Placement Agent) we will do so only (A) to
the Depositor, (B) to "qualified institutional buyers" (within
the meaning of Rule 144A under the Securities Act) in accordance
with Rule 144A under the Securities Act ("QIBs"), (C) pursuant
to an exemption from registration in accordance with Rule 904 of
Regulation S under the Securities Act, (D) pursuant to the
exemption from registration provided by Rule 144 under the
Securities Act, or (E) to an institutional "accredited investor"
within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act that is not a QIB (an
"Institutional Accredited Investor") which, prior to such
transfer, delivers to the Trustee under the Trust Agreement
dated as of ______________ 1, 199_ between the Depositor and
The Chase Manhattan Bank, N.A., as Trustee (the "Trustee"),
a signed letter in the form of this letter; and we further
agree, in the capacities stated above, to provide to any
1
<PAGE>
person purchasing any of the Offered Certificates 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 I
---------
(FORM OF ERISA TRANSFER AFFIDAVIT)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
The undersigned, being first duly sworn, deposes and says as
follows:
1. The undersigned is the ______________________ of (the
"Investor"), a (corporation duly organized) and existing under the laws
of __________, on behalf of which he makes this affidavit.
2. The Investor either (x) is not an employee benefit plan
subject to Section 406 or Section 407 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), the Trustee of
any such plan or a person acting on behalf of any such plan nor a
person using the assets of any such plan or (2) if the Investor is an
insurance company, such Investor is purchasing such Certificates with
funds contained in an "insurance company general account" (as such
term is defined in Section v(e) of the Prohibited Transaction
Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and
holding of such Certificates are covered under PTCE 95-60; or
(y) shall deliver to the Trustee and the Depositor an opinion
of counsel (a "Benefit Plan Opinion") satisfactory to the Trustee
and the Depositor, and upon which the Trustee and the Depositor
shall be entitled to rely, to the effect that the purchase or holding
of such Certificate by the Investor will not result in the assets
of the Trust Fund being deemed to be plan assets and subject to the
prohibited transaction provisions of ERISA or the Code and will not
subject the Trustee or the Depositor to any obligation in addition to
those undertaken by such entities in the Trust Agreement, which
opinion of counsel shall not be an expense of the Trustee or the
Depositor.
3. The Investor hereby acknowledges that under the terms
of the Trust Agreement (the "Agreement") between Structured Asset
Securities Corporation, as Depositor, and The Chase Manhattan Bank,
N.A., as Trustee, dated _____________ 1, 199__, no transfer of the
ERISA-Restricted Certificates shall be permitted to be made to any
person unless the Depositor and Trustee have received a certificate
from such transferee in the form hereof.
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>
SCHEDULE A
----------
MORTGAGE LOAN SCHEDULE
3
</TABLE>
<PAGE>
EXECUTION
__________________________________________________________________________
__________________________________________________________________________
Lehman Capital, A Division of Lehman Brothers Holdings Inc.,
the "Purchaser"
and
GreenPoint Mortgage Corp.,
the "Company"
-------------------------------------------------------
MORTGAGE LOAN SALE, WARRANTIES AND SERVICING AGREEMENT
Dated as of April 1, 1996
-------------------------------------------------------
Conventional Residential Fixed Rate Mortgage Loans
__________________________________________________________________________
__________________________________________________________________________
1
<PAGE>
TABLE OF CONTENTS
Section Page
- ------- ----
ARTICLE I
DEFINITIONS
1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; DELIVERY OF DOCUMENTS
2.01. Conveyance of Mortgage Loans; Possession of
Mortgage Files; Maintenance of Servicing Files . . . . . . . . 13
2.02. Books and Records; Transfers of Mortgage Loans . . . . . . . . 14
2.03. Delivery of Documents . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE III
REPRESENTATIONS AND WARRANTIES:
REMEDIES AND BREACH
3.01. Company Representations and Warranties . . . . . . . . . . . . 15
3.02. Representations and Warranties Regarding
Individual Mortgage Loans . . . . . . . . . . . . . . . . . . . 19
3.03. Remedies for Breach of Representations
and Warranties . . . . . . . . . . . . . . . . . . . . . . . . 29
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
4.01. Company to Act as Servicer . . . . . . . . . . . . . . . . . . 32
4.02. Liquidation of Mortgage Loans . . . . . . . . . . . . . . . . . 34
4.03. Collection of Mortgage Loan Payments . . . . . . . . . . . . . 35
4.04. Establishment of and Deposits to
Custodial Accounts . . . . . . . . . . . . . . . . . . . . . . 35
4.05. Permitted Withdrawals From Custodial Accounts . . . . . . . . . 37
4.06. Establishment of and Deposits to Escrow Accounts . . . . . . . 39
4.07. Permitted Withdrawals From Escrow Accounts . . . . . . . . . . 40
4.08. Payment of Taxes, Insurance and Other Charges . . . . . . . . . 40
4.09. Protection of Accounts . . . . . . . . . . . . . . . . . . . . 41
4.10. Maintenance of Hazard Insurance . . . . . . . . . . . . . . . . 41
4.11. Maintenance of Mortgage Impairment Insurance . . . . . . . . . 42
4.12. Maintenance of Fidelity Bond and Errors
and Omissions Insurance . . . . . . . . . . . . . . . . . . . . 43
4.13. Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . 44
4.14. Restoration of Mortgaged Property . . . . . . . . . . . . . . . 44
1
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4.15. (Reserved) . . . . . . . . . . . . . . . . . . . . . . . . . . 44
4.16. Title Management and Disposition of REO Property . . . . . . . 44
4.17. Real Estate Owned Reports . . . . . . . . . . . . . . . . . . . 47
4.18. Liquidation Reports . . . . . . . . . . . . . . . . . . . . . . 47
4.19. Reports of Foreclosures and Abandonments
of Mortgaged Property . . . . . . . . . . . . . . . . . . . . . 47
ARTICLE V
PAYMENTS TO PURCHASER
5.01. Remittances . . . . . . . . . . . . . . . . . . . . . . . . . . 47
5.02. Statements to Purchaser . . . . . . . . . . . . . . . . . . . . 48
5.03. Monthly Advances by Company . . . . . . . . . . . . . . . . . . 48
ARTICLE VI
GENERAL SERVICING PROCEDURES
6.01. Transfers of Mortgaged Property. . . . . . . . . . . . . . . . 49
6.02. Satisfaction of Mortgages and Release of
Mortgage Files . . . . . . . . . . . . . . . . . . . . . . . . 50
6.03. Servicing Compensation . . . . . . . . . . . . . . . . . . . . 51
6.04. Annual Statement as to Compliance . . . . . . . . . . . . . . . 52
6.05. Annual Independent Public Accountants'
Servicing Report . . . . . . . . . . . . . . . . . . . . . . . 52
6.06. Right to Examine Company Records . . . . . . . . . . . . . . . 52
ARTICLE VII
COMPANY TO COOPERATE
7.01. Provision of Information . . . . . . . . . . . . . . . . . . . 52
7.02. Financial Statements; Servicing Facility . . . . . . . . . . . 53
ARTICLE VIII
THE COMPANY
8.01. Indemnification; Third Party Claims. . . . . . . . . . . . . . 53
8.02. Merger or Consolidation of the Company . . . . . . . . . . . . 54
8.03. Limitation on Liability of Company and Others . . . . . . . . . 54
8.04. Limitation on Resignation and Assignment
by Company . . . . . . . . . . . . . . . . . . . . . . . . . . 55
2
<PAGE>
ARTICLE IX
DEFAULT
9.01. Events of Default. . . . . . . . . . . . . . . . . . . . . . . 57
9.02. Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . . 59
ARTICLE X
TERMINATION
10.01. Termination. . . . . . . . . . . . . . . . . . . . . . . . . . 59
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.01. Successor to Company. . . . . . . . . . . . . . . . . . . . . . 59
11.02. Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . 61
11.03. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . 61
11.04. Duration of Agreement. . . . . . . . . . . . . . . . . . . . . 62
11.05. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.06. Severability of Provisions. . . . . . . . . . . . . . . . . . . 63
11.07. Relationship of Parties. . . . . . . . . . . . . . . . . . . . 63
11.08. Execution; Successors and Assigns. . . . . . . . . . . . . . . 63
11.09. Recordation of Assignments of Mortgage . . . . . . . . . . . . 63
11.10. Assignment by Purchaser. . . . . . . . . . . . . . . . . . . . 63
11.11. No Solicitation. . . . . . . . . . . . . . . . . . . . . . . . 63
11.12. Reconstitution . . . . . . . . . . . . . . . . . . . . . . . . 64
11.13. Optional Repurchase . . . . . . . . . . . . . . . . . . . . . . 64
EXHIBITS
EXHIBIT A MORTGAGE LOAN SCHEDULE
EXHIBIT B CONTENTS OF EACH MORTGAGE FILE
EXHIBIT C-1 MORTGAGE LOAN DOCUMENTS
EXHIBIT C-2 FORM OF REQUEST FOR RELEASE OF DOCUMENTS
AND RECEIPT
EXHIBIT D-1 CUSTODIAL ACCOUNT CERTIFICATION
EXHIBIT D-2 CUSTODIAL ACCOUNT LETTER AGREEMENT
EXHIBIT E-1 ESCROW ACCOUNT CERTIFICATION
EXHIBIT E-2 ESCROW ACCOUNT LETTER AGREEMENT
EXHIBIT F MONTHLY REMITTANCE ADVICE
EXHIBIT G MONTHLY ELECTRONIC DATA TRANSMISSION
EXHIBIT H FORM OF OFFICER'S CERTIFICATE FOR
FOR NONRECOVERABLE ADVANCES
EXHIBIT I CERTIFICATE REGARDING REPRESENTATIONS
AND WARRANTIES
3
<PAGE>
This is a Seller's Warranties and Servicing Agreement (the "Agreement")
for conventional fixed rate residential first mortgage loans, dated and
effective as of April 1, 1996, and is executed between Lehman Capital, A
Division of Lehman Brothers Holdings Inc., as purchaser (the "Purchaser"),
and GreenPoint Mortgage Corp., as seller and servicer (the "Company").
W I T N E S S E T H
WHEREAS, the Purchaser has agreed to purchase from the Company and the
Company has agreed to sell to the Purchaser certain conventional, fixed rate,
first lien mortgage loans (the "Mortgage Loans") which have an aggregate
outstanding principal balance as of the close of business on the Cut-off
Date, after deduction of payments due on or before such date, of
$145,597,312.54;
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 hereunder (except as otherwise
specified herein) 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:
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:
1
<PAGE>
Accepted Servicing Practices: With respect to any Mortgage Loan,
----------------------------
those mortgage servicing practices of prudent mortgage lending institutions
which service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located.
Agreement: This Mortgage Loan Sale, Warranties and Servicing
---------
Agreement and all amendments hereof and supplements hereto.
ALTA: The American Land Title Association or any successor thereto.
----
Appraised Value: With respect to any Mortgage Loan, the amount set
---------------
forth in an appraisal made in connection with the origination of such
Mortgage Loan as the value of the related Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice of
----------------------
transfer or equivalent instrument in recordable form, sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located to
reflect the sale of the Mortgage to the Purchaser.
BIF: The Bank Insurance Fund, or any successor thereto.
---
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a
------------
day on which banking and savings and loan institutions in the State of New
York or the State of North Carolina 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: April 16, 1996.
------------
Code: The Internal Revenue Code of 1986, as it may be amended from
----
time to time or any successor statute thereto, and applicable U.S. Treasury
Department regulations issued pursuant thereto.
Company: GreenPoint Mortgage Corp., a New York 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
2
<PAGE>
Mortgagor in accordance with the terms of the related Mortgage Loan
Documents.
Custodial Account: The separate account or accounts created and
-----------------
maintained for each Mortgage Pool pursuant to Section 4.04.
Custodian: The Chase Manhattan Bank, N.A., in its capacity as
---------
custodian of the Mortgage Loan Documents, or its successors in interest.
Cut-off Date: April 1, 1996.
------------
DCR: Duff & Phelps Credit Rating Co., or any successor in interest.
---
Deleted Mortgage Loan: A Mortgage Loan that is repurchased by the
---------------------
Company in accordance with the terms of this Agreement and which is, in the
case of a substitution pursuant to Section 3.03, replaced or to be replaced
with one or more Qualifying Substitute Mortgage Loans.
Depositor: Structured Asset Securities Corporation, a Delaware
---------
corporation, or its successors in interest or assigns.
Determination Date: The 15th day (or if such 15th day is not a
------------------
Business Day, the Business Day immediately preceding such 15th day) of the
month of the related Remittance Date.
Due Date: The day of the month on which the Monthly Payment is due
--------
on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to each Remittance Date, the period
----------
commencing on the second day of the month preceding the month of such
Remittance Date and ending on the first day of the month of such Remittance
Date.
Eligible Investments: Eligible Investments means any one or more of
--------------------
the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States of
America or any agency or instrumentality of the United States of America
the obligations of which are backed by the full faith and credit of the
United States of America ("Direct Obligations");
(ii) federal funds, or demand and time deposits in, certificates of
deposits of, or bankers' acceptances issued by, any depository
institution or trust company incorporated or organized under the laws of
the United States of America
3
<PAGE>
or any state thereof and subject to supervision and examination by
federal or state banking authorities, so long as at the time of
investment or the contractual commitment providing for such investment
the commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a
holding company, the commercial paper or other short-term debt or
deposit obligations of such holding company or deposit institution, as
the case may be) are rated, or the timely payment of principal and
interest on which are fully and unconditionally guaranteed by a parent
rated, "A-1+" by S&P and DCR and the long-term debt or deposit
obligations of such depository institution or trust company (or, in the
case of a depository institution or trust company which is the principal
subsidiary of a holding company, the long-term debt obligations of such
holding company) are rated, or the timely payment of principal and
interest on which are fully and unconditionally guaranteed by a parent
rated, at least "AA" by S&P and DCR;
(iii) repurchase agreements collateralized by Direct Obligations or
securities guaranteed by GNMA, FNMA or FHLMC with any registered
broker/dealer subject to Securities Investors' Protection Corporation
jurisdiction or any commercial bank insured by the FDIC, if such
broker/dealer or bank has an uninsured, unsecured and unguaranteed
obligation rated "A-1+" or "AAA" or better by S&P and DCR;
(iv) securities bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United States of
America or any state thereof which have a credit rating from S&P and
DCR, at the time of investment or the contractual commitment providing
for such investment, at least equal to one of the two highest long-term
credit rating categories of S&P and DCR; 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 S&P or DCR;
(v) commercial paper (including both noninterest-bearing discount
obligations and interest-bearing obligations payable on demand or on a
specified date not
4
<PAGE>
more than 180 days after the date of issuance thereof) rated "A-1+" by
S&P and DCR;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct ownership
interests in future interest or principal payments on obligations of the
United States of America or its agencies or instrumentalities (which
obligations are backed by the full faith and credit of the United States
of America) held by a custodian in safekeeping on behalf of the holders
of such receipts; and
(viii) any other demand, money market, common trust fund or time
deposit or obligation, or interest-bearing or other security or
investment, (A) rated in the highest rating category by S&P and DCR or
(B) that would not adversely affect the then current rating by the
Rating Agencies (as defined in the Trust Agreement) of any Certificates;
provided, however, that no such instrument shall be an Eligible Investment
- -------- -------
if such instrument evidences either (i) a right to receive only interest
payments with respect to the obligations underlying such instrument, or (ii)
both principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations, and provided that any such
investment will be a "permitted investment" within the meaning of Section
860G(a)(5) of the Code.
Errors and Omissions Insurance Policy: An errors and omissions
-------------------------------------
insurance policy to be maintained by the Company pursuant to Section 4.12.
Escrow Account: The separate account or accounts created and
--------------
maintained for each Mortgage Pool pursuant to Section 4.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts
---------------
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed
by the Mortgagor with the mortgagee pursuant to the Mortgage or any other
related document.
Event of Default: Any one of the conditions or circumstances
----------------
enumerated in Section 9.01.
5
<PAGE>
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.
Fifteen-Year Mortgage Pool: The aggregate of the Mortgage Loans
--------------------------
having original terms to maturity not greater than 15 years, as identified in
the Mortgage Loan Schedule.
First Remittance Date: May 20, 1996.
---------------------
FNMA: The Federal National Mortgage Association, or any successor
----
thereto.
GNMA: The Government National Mortgage Association, a wholly owned
----
corporate instrumentality of the United States within the Department of
Housing and Urban Development.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of
------------------
insurance policies insuring the Mortgage Loan or the related Mortgaged
Property.
Lehman Capital: Lehman Capital, A Division of Lehman Brothers
--------------
Holdings Inc., or any successor in interest.
Liquidation Proceeds: Cash received in connection with the
--------------------
liquidation of a defaulted Mortgage Loan, whether through the sale or
assignment of such Mortgage Loan, trustee's sale, foreclosure sale or
otherwise, or the sale of the related Mortgaged Property if the Mortgaged
Property is acquired in satisfaction of the Mortgage Loan.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the
--------------------------
ratio of the Principal Balance of such Mortgage Loan as of the Cut-off Date
(unless otherwise indicated) to the lesser of (a) the Appraised Value of the
Mortgaged Property and (b) if the Mortgage Loan was made to finance the
acquisition of the related Mortgaged Property, the purchase price of the
Mortgaged Property, expressed as a percentage.
Material Defect: As defined in Section 2.03.
---------------
Monthly Advance: The portion of Monthly Payment delinquent with
---------------
respect to each Mortgage Loan at the close of business on the Determination
Date required to be advanced by the Company
6
<PAGE>
pursuant to Section 5.03 on the Business Day immediately preceding the
Remittance Date of the related month.
Monthly Payment: The scheduled monthly payment of principal and
---------------
interest on a Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument securing a
--------
Mortgage Note, which creates a first lien on an estate in fee simple in real
property securing the Mortgage Note.
Mortgage File: The items pertaining to a particular Mortgage Loan
-------------
referred to in Exhibit B annexed hereto, and any additional documents
required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or
------------------------------------
blanket hazard insurance policy as described in Section 4.11.
Mortgage Interest Rate: The fixed annual rate of interest borne on a
----------------------
Mortgage Note.
Mortgage Loan: An individual Mortgage Loan which is the subject of
-------------
this Agreement, each Mortgage Loan originally sold and subject to this
Agreement being identified on the Mortgage Loan Schedule, which Mortgage Loan
includes without limitation the Mortgage File, the Monthly Payments,
Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds, REO Disposition Proceeds and all other rights, benefits, proceeds
and obligations arising from or in connection with such Mortgage Loan.
Mortgage Loan Documents: The documents listed in Exhibit C-1 hereto.
-----------------------
Mortgage Loan Schedule: A schedule of Mortgage Loans annexed hereto
----------------------
as Exhibit A, such schedule setting forth the following information with
respect to each Mortgage Loan: (1) the Company's Mortgage Loan identifying
number; (2) the Mortgagor's name; (3) the street address of the Mortgaged
Property including the state code; (4) a code indicating whether the
Mortgaged Property is a single family residence or a 2-4 family residence;
(5) the original months to maturity or the remaining months to maturity from
the Cut-off Date, in any case based on the original amortization schedule,
and if different, the maturity expressed in the same manner but based on the
actual amortization schedule; (6) the Loan-to-Value Ratio at origination; (7)
the Mortgage Interest Rate; (8) the date on which the Mortgage Loan was
originated; (9) the stated maturity date; (10) the amount of the Monthly
Payment; (11) the last payment date on which a payment was actually applied
to the
7
<PAGE>
outstanding principal balance; (12) the original principal amount of the
Mortgage Loan; (13) the principal balance of the Mortgage Loan as of the
close of business on the Cut-off Date, after deduction of payments of
principal due on or before the Cut-off Date, whether or not collected; and
(14) the Remittance Rate. With respect to the Mortgage Loans in the
aggregate, the Mortgage Loan Schedule shall set forth the following
information, as of the Cut-off Date: (1) the number of Mortgage Loans; (2)
the current aggregate outstanding principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans; and
(4) the weighted average maturity of the Mortgage Loans.
Mortgage Note: The note or other evidence of the indebtedness of a
-------------
Mortgagor secured by a Mortgage.
Mortgage Pool: Either of the Fifteen-Year Mortgage Pool or the
-------------
Thirty-Year Mortgage Pool.
Mortgaged Property: The real property securing repayment of the debt
------------------
evidenced by a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
---------
Nonrecoverable Advance: All or any portion of any Monthly Advance
----------------------
previously made by the Company that, in the reasonable judgment of the
Company, will not be ultimately recoverable from related Liquidation
Proceeds, Insurance Proceeds or otherwise.
Officer's Certificate: A certificate signed by the Chairman of the
---------------------
Board or the Vice Chairman of the Board or the President or a Vice President
or an assistant Vice President and by the Treasurer or the Secretary or one
of the Assistant Treasurers or Assistant Secretaries of the Company, and
delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an
------------------
employee of the Company, acceptable to the Purchaser.
Person: Any individual, corporation, partnership, limited liability
------
company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political
subdivision thereof.
Prepayment Period: The calendar month preceding the month in which
-----------------
the related Remittance Date occurs.
Prime Rate: The prime rate announced to be in effect from time to
----------
time, as published as the average rate in The Wall Street Journal.
8
<PAGE>
Principal Balance: As to each Mortgage Loan and for any Due Date and
-----------------
the Due Period ending thereon, (i) the principal balance of such Mortgage
Loan outstanding at the Cut-off Date after giving effect to payments of
principal due on or before such date, whether or not received, minus (ii) all
amounts previously distributed to the Purchaser (or that will be distributed
on the next succeeding Remittance Date) with respect to the related Mortgage
Loan representing payments or recoveries of principal or advances in lieu
thereof.
Principal Prepayment: Any payment or other recovery of principal on
--------------------
a Mortgage Loan that is received in advance of its scheduled Due Date,
including any prepayment penalty or premium thereon, and which is not
accompanied by an amount of interest representing scheduled interest due on
any date or dates in any month or months subsequent to the month of
prepayment.
Purchase Price and Terms Letter: The Purchase Price and Terms Letter
-------------------------------
dated March 13, 1996 from the Purchaser, as accepted and agreed to on March
20, 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: A depository (i) the accounts of which are
--------------------
insured by the FDIC through the BIF or the SAIF and which is acceptable to
the Rating Agencies or (ii) the debt obligations of which are rated AA or
better by S&P and DCR (together, the "Rating Agencies"), or any other
depository acceptable to the Rating Agencies.
Qualified GIC: A guaranteed investment contract or surety bond
-------------
providing for the investment of funds in a Custodial Account and insuring a
minimum, fixed or floating rate of return on investments of such funds, which
contract or surety bond shall:
(a) be an obligation of an insurance company or other corporation
whose long-term debt rating is rated "AAA" by S&P or, if such insurance
company has no long-term debt, whose claims paying ability is rated
"AAA" by S&P and DCR;
(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
9
<PAGE>
pursuant to such contract of funds would result in a downgrading of any
rating of the Certificates, the Servicer shall terminate such contract
without penalty and be entitled to the return of all funds previously
invested thereunder, together with accrued interest thereon at the
interest rate provided under such contract to the date of delivery of
such funds to the Servicer;
(d) provide that the Servicer's interest therein shall be
transferable to any successor servicer hereunder; and
(e) provide that the funds reinvested thereunder and accrued
interest thereon be returnable to the related Collection Account, not
later than the Business Day prior to any Remittance Date.
Qualified Insurer: A mortgage guaranty insurance company duly
-----------------
authorized and licensed where required by law to transact mortgage guaranty
insurance business and approved as an insurer by FNMA or FHLMC.
Qualifying Substitute Mortgage Loan: In the case of a Mortgage Loan
-----------------------------------
substituted for a Deleted Mortgage Loan, a Mortgage Loan that, on the date of
substitution, (i) has a Principal Balance (together with that of any other
Mortgage Loan substituted for the same Deleted Mortgage Loan) as of the Due
Date in the month in which such substitution occurs not in excess of the
Principal Balance of the related Deleted Mortgage Loan as of such date (the
amount of any difference, plus one month's interest thereon at the related
Remittance Rate, to be deposited by the Company in the related Custodial
Account pursuant to Section 4.04), (ii) has a Mortgage Interest Rate not less
than, and not more than one percentage point greater than, the Mortgage
Interest Rate of the related Deleted Mortgage Loan, (iii) has a Remittance
Rate not less than that of the related Deleted Mortgage Loan, (iv) has a
remaining term to stated maturity not longer than, and not more than one year
shorter than, the remaining term to stated maturity of the related Deleted
Mortgage Loan, (v) is, in the reasonable determination of the Purchaser, of
the same type, quality and character as the related Deleted Mortgage Loan as
if the defect or breach had not occurred, and (vi) has a Loan-to-Value Ratio
as of the date of such substitution not greater than that of the related
Deleted Mortgage Loan.
Record Date: The close of business of the last Business Day of the
-----------
month preceding the month of the related Remittance Date.
REMIC: A "real estate mortgage investment conduit" within the
-----
meaning of Section 860D of the Code.
10
<PAGE>
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 related 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.
--------------
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
11
<PAGE>
enforcement or judicial proceedings, including foreclosures, (c) the
management and liquidation of any REO Property and (d) compliance with the
obligations under Sections 4.02 and 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the
-------------
annual fee the Purchaser shall pay to the Company, which shall, for a period
of one full month, be equal to one-twelfth of the product of (a) the
Servicing Fee Rate and (b) the outstanding principal balance of such Mortgage
Loan. Such fee shall be payable monthly, computed on the basis of the same
principal amount and period respecting which any related interest payment on
a Mortgage Loan is computed. The obligation of the Purchaser to pay the
Servicing Fee is limited to, and the Servicing Fee is payable solely from,
the interest portion (including recoveries with respect to interest from
Liquidation Proceeds, to the extent permitted by Section 4.05) of such
Monthly Payment collected by the Company, or as otherwise provided under
Section 4.05.
Servicing Fee Rate: 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: Wendover Funding, Inc., a North Carolina corporation,
-----------
or any successor in interest, or any successor subservicer appointed by the
Servicer pursuant to Section 4.01.
Subservicing Agreement: The agreement between the Company and the
----------------------
Subservicer for the subservicing of the Mortgage Loans.
Thirty-Year Mortgage Pool: The aggregate of the Mortgage Loans
-------------------------
having original terms to maturity greater than 15 years but not greater than
30 years, as identified in the Mortgage Loan Schedule.
Trust: The trust fund established by the Trust Agreement, the assets
-----
of which primarily consist of the Mortgage Loans.
12
<PAGE>
Trust Agreement: The Trust Agreement dated as of April 1, 1996
---------------
between the Depositor and the Trustee.
Trustee: The Chase Manhattan Bank, N.A., as trustee under the Trust
-------
Agreement, or its successor in interest or assigns.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
------------------------------------------------------------
BOOKS AND RECORDS; DELIVERY OF DOCUMENTS
----------------------------------------
Section 2.01. Conveyance of Mortgage Loans; Possession of Mortgage
----------------------------------------------------
Files; Maintenance of Servicing Files. The Company, simultaneously with
- -------------------------------------
the execution and delivery of this Agreement and subject to the receipt by
the Company of the purchase price for the Mortgage Loans as set forth in the
Purchase Price and Terms Letter, does hereby sell, transfer, assign, set over
and convey to the Purchaser, without recourse, but subject to the terms of
this Agreement, all the right, title and interest of the Company in and to
the Mortgage Loans. Pursuant to Section 2.03, the Company shall deliver the
Mortgage Loan Documents to the Purchaser (or its designee, including the
Custodian) on or prior to the Closing Date.
The contents of each Mortgage File not delivered to the Purchaser are
and shall be held in trust by the Company for the benefit of the Purchaser as
the owner thereof. The Company shall maintain a Servicing File consisting of
a copy of the contents of each Mortgage File and the originals of the
documents in each Mortgage File not delivered to the Purchaser. The
possession of each Servicing File by the Company is at the will of the
Purchaser for the sole purpose of servicing the related Mortgage Loan, and
such retention and possession by the Company is in a custodial capacity only.
Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the
related Mortgage and the related Mortgage File and Servicing File shall vest
immediately in the Purchaser, and the Ownership of all records and documents
with respect to the related Mortgage Loan prepared by or which come into the
possession of the Company shall vest immediately in the Purchaser and shall
be retained and maintained by the Company, in trust, at the will of the
Purchaser and only in such custodial capacity. Each Servicing File shall be
segregated from the other books and records of the Company and shall be
marked appropriately to reflect clearly the sale of the related Mortgage Loan
to the Purchaser. The Company shall release its custody of the contents of
any Servicing File only in accordance with written instructions from the
Purchaser, unless such release is required as incidental to the Company's
servicing of the Mortgage
13
<PAGE>
Loans or is in connection with a repurchase of any Mortgage Loan pursuant to
Section 3.03 or Section 6.02.
Section 2.02. Books and Records; Transfers of Mortgage Loans. From
----------------------------------------------
and after the sale of the Mortgage Loans to the Purchaser all rights arising
out of the Mortgage Loans including but not limited to all funds received on
or in connection with the Mortgage Loan, shall be received and held by the
Company in trust for the benefit of the Purchaser as owner of the Mortgage
Loans, and the Company shall retain record title to the related Mortgages for
the sole purpose of facilitating the servicing and the supervision of the
servicing of the Mortgage Loans.
The sale of each Mortgage Loan shall be reflected on the Company's
balance sheet and other financial statements as a sale of assets by the
Company. The Company shall be responsible for maintaining, and shall
maintain, a complete set of books and records for each Mortgage Loan which
shall be marked clearly to reflect the ownership of each Mortgage Loan by the
Purchaser. In particular, the Company shall maintain in its possession,
available for inspection by the Purchaser, or its designee and shall deliver
to the Purchaser upon demand, evidence of compliance with applicable federal,
state and local laws, rules and regulations. To the extent that original
documents are not required for purposes of realization of Liquidation
Proceeds or Insurance Proceeds, documents maintained by the Company may be in
the form of microfilm or microfiche or such other reliable means of
recreating original documents, including but not limited to optical imagery
techniques.
The Company shall maintain with respect to each Mortgage Loan and shall
make available for inspection by any Purchaser or its designee the related
Servicing File during the time the Purchaser retains Ownership of a Mortgage
Loan and thereafter in accordance with applicable laws and regulations.
The Company shall keep at its servicing office books and records in
which, subject to such reasonable regulations as it may prescribe, the
Company shall note transfers of Mortgage Loans. No transfer of a Mortgage
Loan may be made unless such transfer is in compliance with the terms hereof.
For the purposes of this Agreement, the Company shall be under no obligation
to deal with any person with respect to this agreement or the Mortgage Loans
unless the books and records show such person as the owner of the Mortgage
Loan. The Purchaser and the Company have agreed that Lehman Capital intends
to, subject to the terms of this Agreement, sell and transfer the Mortgage
Loans to the Depositor, which in turn will sell and transfer the Mortgage
Loans to the Trustee. The Purchaser also shall advise the Company of such
transfer and of any subsequent transfer.
14
<PAGE>
Upon receipt of notice of transfer, the Company shall mark its books and
records to reflect the ownership of the Mortgage Loans of such transferee,
and shall release the previous Purchaser from its obligations hereunder with
respect to the Mortgage Loans sold or transferred. Upon receipt of notice of
any subsequent transfer of any Mortgage Loan, the Company shall mark its
books and records to reflect the ownership of such Mortgage Loan by such
subsequent transferee.
Section 2.03. Delivery of Documents. The Company shall deliver and
---------------------
release to the Purchaser (or its designee, including the Custodian) on or
prior to the Closing Date those Mortgage Loan Documents as required by this
Agreement with respect to each Mortgage Loan, a list of which is attached as
Exhibit C-1 hereto. Within 90 days of receipt by the Company of any notice
from the Purchaser (or its designee, including the Custodian) that any of the
Mortgage Loan Documents is missing, does not appear regular on its face
(i.e., is mutilated, damaged, defaced, torn or otherwise physically altered)
or appears to be unrelated to the Mortgage Loans identified in the Mortgage
Loan Schedule (each, a "Material Defect"), the Company shall cure such
Material Defect or, if it does not cure such Material Defect within such
period, repurchase the related Mortgage Loan at the Repurchase Price (or, to
the extent provided in Section 3.03, substitute one or more Qualifying
Substitute Mortgage Loans).
The Company shall forward to the Purchaser (or its designee, including
the Custodian) original documents evidencing an assumption, modification,
consolidation or extension of any Mortgage Loan entered into in accordance
with Section 4.01 or Section 6.01 within one week of their execution,
provided, however, that the Company shall provide the Purchaser with a
certified true copy of any such document submitted for recordation within one
week of its execution, and shall provide the original of any document
submitted for recordation or a copy of such document certified by the
appropriate public recording office to be a true and complete copy of the
original within sixty days of its submission for recordation.
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 I
hereto, executed by the Company subsequent to the date hereof:
15
<PAGE>
(a) Due Organization and Authority. The Company is a corporation
------------------------------
duly organized, validly existing and in good standing under the laws of the
State of New York and, to the best of the Company's knowledge, 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 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;
16
<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, to
the best of the Company's knowledge, 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 (as defined in the Trust Agreement);
(g) Selection Process. The Mortgage Loans were selected from among
-----------------
the outstanding fixed rate one- to four-family mortgage loans in the
Company's portfolio as to which the representations and warranties set forth
in Section 3.02 could be made and such selection was not made in a manner so
as to affect adversely the interests of the Purchaser;
(h) Pool Characteristics. With respect to all of the Mortgage Loans
--------------------
in both Mortgage Pools (and, as to any percentage of the Mortgage Loans or
17
<PAGE>
Mortgaged Properties, with respect to the aggregate Principal Balance
of the Mortgage Loans as of the Cut-off Date), (a) the maximum initial
principal balance of any Mortgage Loan is $600,000; (b) the minimum
initial principal balance of any Mortgage Loan is $50,000; (c) the
average initial principal balance is $114,722; (d) the Mortgage Rate
on each Mortgage Loan is not greater than 10.25% per annum and not less
than 7.50% per annum; (e) each Mortgage Loan was underwritten in
accordance with the underwriting guidelines of the Company; (f) not
more than 9.63% of the Mortgaged Properties are located in the State
of California, and not more than 12.24% of the Mortgaged Properties
are located within any one state; (g) no more than 0.83% of the
Mortgaged Properties are units in two family dwellings, no more than
1.91% of the Mortgaged Properties are secured by an individual
condominium unit, at least 94.10% of the Mortgaged Properties are
secured by single family detached residences or individual
units in a PUD (as defined under FNMA guidelines), not more
than 2% of the Mortgaged Properties are PUDs (not including
"de minimis" PUDs), and all PUDs will be FNMA warrantable;
(h) no more than 1.67% of the Mortgaged Properties are
owner-occupied second homes, and at least 98.33% of the Mortgaged
Properties are owner-occupied primary residences; (i) the weighted
average Loan-to-Value ratio of the Mortgage Loans is not greater
than 60.2%; (j) each Mortgage and Mortgage Note is a FNMA/FHLMC
uniform instrument or is in a form that would be acceptable to FNMA
or FHLMC; and (k) not more than 15.76% of the Mortgage Loans were
"cash-out" refinances, not more than 9.76% of the Mortgage Loans were
rate and term refinances and at least 74.50% of the Mortgage Loans were
purchase money mortgage loans; provided, that each of the above dollar
amounts and percentages is subject to a variance of plus or minus 5%
of such amount or percentage.
(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 statement, 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;
(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 each complete fiscal year of the
Company's existence and any later quarter ended more than 60 days prior to
the execution of this Agreement. All such financial statements fairly
present the pertinent results of operations and changes in financial
position at the end of each such period of the Company and its subsidiaries
18
<PAGE>
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 loan gain and loss experience for the immediately
preceding three-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. The
Company has completed any forms requested by the Purchaser in a timely
manner and in accordance with the provided instructions;
(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;
(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; and
(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 Closing Date and as of the date
of any certificate, substantially in the form of Exhibit I hereto, executed
by the Company subsequent to the date hereof:
(a) Mortgage Loans as Described. The information set forth with
---------------------------
respect to each Mortgage Loan on the Mortgage Loan Schedule provides an
accurate listing of the Mortgage Loans, and the information with respect to
such Mortgage Loans on the Mortgage
19
<PAGE>
Loan Schedule is true and correct in all material respects at the date or
dates respecting which such information is given;
(b) Payments Current. All payments required to be made, up to and
----------------
including the Due Date immediately preceding the Cut-Off Date, for each
Mortgage Loan under the terms of the related Mortgage Note have been made,
and no payment required to be made under any Mortgage Loan has been
delinquent by more than thirty days more than one time within the twelve
months preceding the Cut-Off Date;
(c) No Outstanding Charges. To the best of the Company's knowledge,
----------------------
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 title
insurer, to the extent required by the related policy, and its terms are
reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in
whole or in part, from the obligations imposed by the terms of the Mortgage
Note, and no Mortgaged Property has been released, in whole or in part, from
the lien of the related Mortgage, except in connection with an assumption
agreement approved by the 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. To the best of the Company's knowledge, 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
20
<PAGE>
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 are insured by a
generally acceptable insurer against loss by fire, hazards of extended
coverage and such other hazards as are customary in the area where the
Mortgaged Property is located pursuant to insurance policies conforming to
the requirements of Section 4.10. If upon origination of the Mortgage Loan,
the Mortgaged Property was in an area identified in the Federal Register by
the Federal Emergency Management Agency as having special flood hazards (and
such flood insurance has been made available), a flood insurance policy
meeting the requirements of the current guidelines of FNMA and FHLMC is in
effect, which policy conforms to the 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 in full force and effect,
and will be in full force and effect and inure to the benefit of the
Purchaser upon the consummation of the transactions contemplated by this
Agreement. The Company has not engaged in, and to the best of the Company's
knowledge, no Mortgagor has 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;
21
<PAGE>
(g) Compliance with Applicable Laws. To the best of the Company's
-------------------------------
knowledge, any and all requirements of any federal, state or local law
including, without limitation, usury, truth-in-lending, real estate
settlement procedures, consumer credit protection, equal credit opportunity
or disclosure laws applicable to the Mortgage Loan have been complied with,
and the Company shall maintain in its possession, available for the
Purchaser's inspection, and shall deliver to the Purchaser upon demand,
evidence of compliance with all such requirements;
(h) No Satisfaction of Mortgage. The Mortgage has not been
---------------------------
satisfied, cancelled, subordinated or rescinded, in whole or in part, and the
Mortgaged Property has not been released from the lien of the Mortgage, in
whole or in part, nor has any instrument been executed that would effect any
such release, cancellation, subordination or rescission;
(i) Location and Type of Mortgaged Property. The Mortgaged Property
---------------------------------------
is located in the location identified in the Mortgage Loan Schedule and
consists of a parcel of real property with a detached single family residence
erected thereon, or a two- to four-family dwelling, or an individual
condominium unit in a low-rise condominium project, or an individual unit in
a planned unit development, provided, however, that any condominium project
or planned unit development shall conform with the applicable FNMA and FHLMC
requirements regarding such dwellings, and no residence or dwelling is a
mobile home or a manufactured dwelling. No portion of the Mortgaged Property
is used for commercial purposes;
(j) Valid First Lien. The Mortgage evidences a valid, subsisting
----------------
and enforceable 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 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
22
<PAGE>
(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, such
lien will be perfected when properly filed or recorded, and the Company has
full right to sell and assign the same to the Purchaser. The Mortgaged
Property was not, as of the date of origination of the Mortgage Loan, subject
to a mortgage, deed of trust, deed to secure debt or other security
instrument creating a lien subordinate to the lien of, the Mortgage;
(k) Validity of Mortgage Documents. The Mortgage Note and the
------------------------------
Mortgage are genuine, and each is the legal, valid and binding obligation of
the maker thereof, enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally and by
general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law). To the best of the
Company's knowledge, 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. To the best of the Company's
knowledge, no error, omission, misrepresentation, negligence, fraud or
similar occurrence with respect to any Mortgage Loan has taken place on the
part of any Person, including without limitation the Mortgagor, any
appraiser, any builder or developer, or any party involved in the origination
of such Mortgage Loan;
(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;
23
<PAGE>
(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 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. To the best of the Company's knowledge, all
--------------
parties which have had any interest in the Mortgage Loan, whether as
mortgagee, assignee, pledgee or otherwise, are (or, during the period in
which they held and disposed of such interest, were) (1) in compliance with
any and all applicable licensing requirements of the laws of the state
wherein the Mortgaged Property is located, and (2) organized under the laws
of such state, or (3) qualified to do business in such state, or (4) federal
savings and loan associations or national banks having principal offices in
such state, or (5) not doing business in such state;
(o) LTV. No Mortgage Loan has a LTV greater than 75%;
---
(p) Title Insurance. The Mortgage Loan is covered by either (i) an
---------------
attorney's opinion of title and abstract of title the form and substance of
which is acceptable to mortgage lending institutions originating mortgage
loans in the area where the Mortgaged Property is located or (ii) an ALTA
mortgagee title insurance policy or other generally acceptable form of policy
of insurance acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC and qualified to do business in the jurisdiction
where the related Mortgaged Property is located, insuring, subject to the
exceptions listed in paragraph (j) above, the Company, and its successors and
assigns, as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan. If the Mortgaged Property is a
condominium unit located in a state in which a title insurer will 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
24
<PAGE>
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, to the best of the
Company's knowledge, no prior holder of the Mortgage, including the
Company, has done, by act or omission, anything that would impair the
coverage of such lender's title insurance policy including without
limitation, no unlawful fee, commission, kickback or other unlawful
compensation or value of any kind has been or will be received, retained or
realized by any attorney, firm or other person or entity, and no such
unlawful items have been received, retained or realized by the Company;
(q) No Defaults. To the best of the Company's knowledge, 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, to the best of the Company's knowledge, 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. To the best of the Company's knowledge,
-------------------
there are no mechanics' or similar liens or claims which have been filed for
work, labor or material (and no rights are outstanding that under the law
could give rise to such liens) affecting the related Mortgaged Property which
are or may be liens prior to, or equal or coordinate with, the lien of the
related Mortgage;
(s) Location of Improvements; No Encroachments. All improvements
-------------------------------------------
that were considered in determining the Appraised Value of the Mortgaged
Property lie wholly within the boundaries and building restriction lines of
the related Mortgaged Property (and, if such Mortgaged Property is a
condominium unit, such improvements lie wholly within the project) and no
improvements on adjoining properties encroach upon such Mortgaged Property.
To the best of the Company's knowledge, no improvement located on or being
part of the Mortgaged Property is in violation of any applicable zoning law
or regulation;
25
<PAGE>
(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. Each
Mortgage Note provides for accrual of interest on the basis of a 360-day year
consisting of twelve 30-day months. Each Mortgage Note is payable in equal
monthly installments, with interest payable in arrears, sufficient to
amortize the Mortgage Loan fully by the stated maturity thereof over a term
(from the date of the initial scheduled payment) of not more than 30 years;
(u) Customary Provisions. The Mortgage contains customary and
--------------------
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the related Mortgaged
Property of the benefits of the security provided thereby, including, (i) in
the case of a Mortgage designated as a deed of trust, by trustee's sale, and
(ii) otherwise by judicial foreclosure. 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. To the best of the Company's knowledge, 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. To the best of the
-----------------------------------
Company's knowledge, as of the Closing Date the Mortgaged Property is
lawfully occupied under applicable law. All inspections, licenses and
certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and occupancy
of the same, including but not limited to certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate
authorities;
(w) No Additional Collateral. The Mortgage Note is not and has not
------------------------
been secured by any collateral except the lien of the corresponding Mortgage
and the security interest of any applicable security agreement or chattel
mortgage referred to in (j) above;
(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,
26
<PAGE>
has been properly designated and currently so serves and is named in
the Mortgage, and no fees or expenses are or will become payable by
the Company, or any assignee or transferee thereof, to the trustee under the
deed of trust, except in connection with a trustee's sale after default by
the Mortgagor:
(y) Delivery of Mortgage Documents. The Mortgage Note, the
------------------------------
Mortgage, the Assignment of Mortgage and any other documents required to be
delivered with respect to each Mortgage Loan by the Company as set forth in
Exhibit C-1 attached hereto have been delivered, in accordance with Section
2.03 hereof, to the Purchaser (or its designee). The Company is in
possession of a complete, true and accurate Mortgage File in compliance with
Exhibit B, except for such documents the originals of which have been
delivered to the Purchaser;
(z) Transfer of Mortgage Loans. 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
27
<PAGE>
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. To the best of the Company's
----------------------------
knowledge, there is no proceeding pending or threatened for the total or
partial condemnation of the Mortgaged Property. To the best of the Company's
knowledge, the Mortgaged Property is undamaged by waste, fire, earthquake or
earth movement, windstorm, flood, tornado or other casualty so as to affect
adversely the value of the Mortgaged Property as security for the Mortgage
Loan or the use for which the premises were intended;
(ee) Collection Practices; Escrow Deposits. The origination and
-------------------------------------
collection practices used by the Company, and, to the best of the Company's
knowledge, by any other party, with respect to each Mortgage Loan have been
in accordance with Accepted Servicing Practices, and have been in all
respects in compliance with all applicable laws and regulations. With
respect to escrow deposits and Escrow Payments, if any, all such payments are
in the possession of, or under the control of, the Company (or the
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. Where Escrow Payments have been
collected, an escrow of funds is not prohibited by applicable law and has
been established in an amount sufficient to pay for every item which remains
unpaid and which has been assessed but is not yet due and payable. No escrow
deposits or Escrow Payments or other charges or payments due the Company have
been capitalized under the Mortgage or the Mortgage Note;
(ff) Appraisal. The Mortgage File contains an appraisal of the
---------
related Mortgage Property signed prior to the approval of the Mortgage Loan
application by an appraiser who meets the minimum qualifications of FNMA 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) Environmental Matters. To the best of the Company's knowledge,
---------------------
the Mortgaged Property is free from any and all hazardous materials
identified as such pursuant to, and there exists no violation of, any local,
state or federal environmental law, rule or regulation;
28
<PAGE>
(ii) No Construction Loans. No Mortgage Loan was made in connection
---------------------
with (i) the construction or rehabilitation of a Mortgaged Property or (ii)
facilitating the trade-in or exchange of a Mortgaged Property;
(jj) The Company knows of no condition or event with respect to any
Mortgage Loan which reasonably could cause it to expect that such Mortgage
Loan shall become delinquent or that the value of such Mortgage Loan will
otherwise be adversely affected;
(kk) No 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;
(ll) To the best of the Company's knowledge, the originator of the
Mortgage Loan was in compliance with any and all applicable "doing business"
and licensing requirements in the jurisdiction in which the related Mortgaged
Property was located when such party originated such Mortgage Loan; and
(mm) The Mortgage Loan is a "qualified mortgage" within the meaning of
Section 860G of the Code and Treas. Reg. Section1.860G-2.
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 the substance of any of the foregoing
representations and warranties, without regard to the use of the words "to
the best of the Company's knowledge," which materially and adversely affects
the value of the Mortgage Loans or the interests of the Purchaser in the
Mortgage Loans (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 the substance of a representation or warranty,
without regard to the use of the words "to the best of the Company's
knowledge," which materially and adversely affects the value of the Mortgage
29
<PAGE>
Loans or the interests of the Purchaser in the Mortgage Loans, 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. The Company understands and agrees that the words
"to the best of the Company's knowledge," to the extent that such words are
used in connection with any representation or warranty in this Agreement,
shall in no way affect any remedy of the Purchaser under this Agreement.
In the case of any representation or warranty in this Agreement that has
been made by the Company "to the best of the Company's knowledge," such
qualification shall be disregarded for purposes of determining whether
there has been a breach of such representation or warranty, and,
notwithstanding the Company's lack of knowledge with respect to the
substance of such representation or warranty, the Company shall
nonetheless be required, to the extent that a breach of the
substance of any representation or warranty, without giving effect
to the knowledge qualification, has occurred, to repurchase the
related Mortgage Loan or Mortgage Loans in the manner described in,
and subject to the provisions of, this Section 3.03.
In the event that a breach, without regard to the use of the words "to
the best of the Company's knowledge," shall involve any representation or
warranty set forth in Section 3.01(a) through (l), and such breach cannot be
cured within 60 days of the earlier of either discovery by or notice to the
Company of such breach, then, if such breach materially and adversely affects
the value of any of the Mortgage Loans or the interests of the Purchaser in
any of the Mortgage Loans, the Company shall repurchase each affected
Mortgage Loan.
The Company may, within 90 days following the earlier of discovery by or
notice to the Company of any such breach, 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
30
<PAGE>
Loan or Loans pursuant to the foregoing provisions of this Section 3.03
shall be accomplished by deposit in the related 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
related Custodial Account for future distribution.
At the time of repurchase or substitution, the Purchaser and the Company
shall arrange for the reassignment of the Deleted Mortgage Loan to the
Company and the delivery to the Company of any documents held by the
Purchaser relating to the Deleted Mortgage Loan. In the event of a
repurchase or substitution, the Company shall, simultaneously with such
reassignment, give written notice to the Purchaser that such repurchase or
substitution has taken place, amend the Mortgage Loan Schedule to reflect the
withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case
of substitution, identify one or more Qualifying Substitute Mortgage Loans
and amend the Mortgage Loan Schedule to reflect the addition of such
Qualifying Substitute Mortgage Loan to this Agreement. In connection with
any such substitution, the Company shall be deemed to have made as to such
Qualifying Substitute Mortgage Loan the representations and warranties set
forth in this Agreement except that all such representations and warranties
set forth in this Agreement shall be deemed made as of the date of such
substitution. The Company shall effect such substitution by delivering to
the Purchaser for such Qualifying Substitute Mortgage Loan the documents
required by the Trust Agreement, with the Mortgage Note endorsed as required
by the Trust Agreement. No substitution will be made in any calendar month
after the Determination Date for such month. The Company shall deposit in
the related 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).
31
<PAGE>
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 related
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 indemnify the Purchaser as provided in this Section 3.03
constitute the sole remedies of the Purchaser respecting a breach of the
foregoing representations and warranties.
Any cause of action against the Company relating to or arising out of
the breach of any representations and warranties made in Sections 3.01 and
3.02 shall accrue as to any Mortgage Loan upon (i) failure by the Company to
cure such breach or repurchase such Mortgage Loan as specified above, and
(ii) demand upon the Company by the Purchaser for compliance with this
Agreement.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
----------------------------------------------
Section 4.01. Company to Act as Servicer. The Company, as an
--------------------------
independent contractor, shall service and administer the Mortgage Loans and
shall have full power and authority, acting alone, to do any and all things
in connection with such servicing and administration which the Company may
deem necessary or desirable, consistent with the terms of this Agreement and
with Accepted Servicing Practices.
Consistent with the terms of this Agreement, the Company may waive any
late payment charge, assumption fee or other fee that may be collected in the
ordinary course of servicing the Mortgage 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
32
<PAGE>
interest payment has been deferred, make a Monthly Advance in accordance with
Section 5.03, in an amount equal to the difference between (a) such month's
principal and one month's interest at the Remittance Rate on the unpaid
principal balance of such Mortgage Loan and (b) the amount paid by the
Mortgagor. The Company shall be entitled to reimbursement for such advances
to the same extent as for all other advances made pursuant to Section 5.03.
Without limiting the generality of the foregoing, the Company shall continue,
and is hereby authorized and empowered, to execute and deliver on behalf of
itself and the Purchasers, all instruments of satisfaction or cancellation,
or of partial or full release, discharge and all other comparable
instruments, with respect to the Mortgage Loans and with respect to the
Mortgaged Properties. If reasonably required by the Company, the Purchaser
shall furnish the Company with any powers of attorney and other documents
necessary or appropriate to enable the Company to carry out its servicing
and administrative duties under this Agreement.
In servicing and administering the Mortgage Loans, the Company shall
employ procedures (including collection procedures) and exercise the same
care that it customarily employs and exercises in servicing and administering
mortgage loans for its own account, giving due consideration to Accepted
Servicing Practices where such practices do not conflict with the
requirements of this Agreement.
The Mortgage Loans may be subserviced by 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, 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.
33
<PAGE>
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 any 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, 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 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) the Company shall determine prudently to be in the best
interest of the Purchaser. In the event that any payment due under any
34
<PAGE>
Mortgage Loan is not deferred pursuant to Section 4.01 and remains
delinquent for a period of 90 days, the Company shall commence
foreclosure proceedings, provided that, prior to commencing foreclosure
proceedings, the Company shall notify the Purchaser in writing of the
Company's intention to do so, and the Company shall not commence foreclosure
proceedings (and shall so notify the Rating Agencies) if the Purchaser
objects to such action within three Business Days of receiving such notice.
Notwithstanding anything to the contrary contained herein, in connection
with a foreclosure or acceptance of a deed in lieu of foreclosure, in the
event the Company has reasonable cause to believe that a Mortgaged Property
is contaminated by hazardous or toxic substances or wastes identified as such
pursuant to any local, state or federal environmental law, rule or
regulation, or if the Purchaser otherwise requests an environmental
inspection, an inspection of such Mortgaged Property shall be conducted by a
qualified inspector. Upon completion of the inspection, the Company shall
promptly provide the Purchaser with a written report of the environmental
inspection.
In the event that the environmental inspection report indicates that the
Mortgaged Property is contaminated by such 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 related 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 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 Accounts.
---------------------------------------------------
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 with respect to each Mortgage Pool, in the form of time deposit or
demand accounts, titled "GreenPoint Mortgage Corp., in trust for The Chase
Manhattan Bank, N.A., as Trustee, Structured Asset Securities Corporation
35
<PAGE>
Mortgage Pass-Through Certificates, Series GreenPoint 1996-A," or such other
designation as the Purchaser may direct. Each Custodial Account shall be
established with a Qualified Depository acceptable to the Purchaser. Any
funds deposited in a Custodial Account shall at all times be fully insured
to the full extent permitted under applicable law. Funds deposited in a
Custodial Account may be drawn on by the Company in accordance with
Section 4.05. The creation of any Custodial Account shall be evidenced by
a certification in the form of Exhibit D-1 hereto, in the case of an
account established with the Company or an affiliate thereof, or by a letter
agreement in the form of Exhibit D-2 hereto, in the case of an account held
by a depository other than the Company or an affiliate thereof. A copy of
such certification or letter agreement shall be furnished to the Purchaser
and, upon request, to any subsequent Purchaser.
Funds in a Custodial Account may be invested in Eligible Investments
which shall mature not later than the earlier of the Business Day immediately
preceding the next succeeding Remittance Date, and such Eligible Investments
shall not be sold or disposed of prior to their maturity. All income and
gain realized from any investment shall be for the benefit of the 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 each 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 with respect to the
Mortgage Loans in each Mortgage Pool, 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 in the
related Mortgage Pool, including all Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans in the
related Mortgage Pool adjusted to the Remittance Rate;
(iii) all Liquidation Proceeds with respect to the Mortgage Loans in
the related Mortgage Pool;
(iv) all Insurance Proceeds with respect to the Mortgage Loans in the
related Mortgage Pool including amounts required to be deposited pursuant to
Section 4.10 (other than proceeds to be held in the related Escrow Account
36
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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 with respect to the Mortgage Loans in
the related Mortgage Pool 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 with respect to the Mortgage Loans in the related Mortgage
Pool 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 in the related Mortgage Pool 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 in
the related Mortgage Pool pursuant to Section 3.03;
(viii) with respect to each Principal Prepayment with respect to any
Mortgage Loan in the related Mortgage Pool 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 any
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 in the related Mortgage Pool and all REO Disposition Proceeds
pursuant to Section 4.16.
The foregoing requirements for deposit into each 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 a Custodial Account. Any interest paid on
funds deposited in a Custodial Account by the depository institution shall
accrue to the benefit of the Company and the Company shall be entitled to
retain and withdraw such interest from such Custodial Account pursuant to
Section 4.05.
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Section 4.05. Permitted Withdrawals From Custodial Accounts. The
---------------------------------------------
Company shall, from time to time, withdraw funds from each Custodial Account
for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the manner
provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances of the Company's funds
made pursuant to Section 5.03, the Company's right to reimburse itself
pursuant to this subclause (ii) being limited to amounts received on the
related Mortgage Loan which represent late payments of principal and/or
interest respecting which any such advance was made, it being understood
that, in the case of any such reimbursement, the Company's right thereto
shall be prior to the rights of Purchaser, except that, where the Company is
required to repurchase a Mortgage Loan pursuant to Section 3.03 or 6.02, the
Company's right to such reimbursement shall be subsequent to the payment to
the Purchaser of the Repurchase Price pursuant to such sections and all other
amounts required to be paid to the Purchaser with respect to such Mortgage
Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances, and for
any unpaid Servicing Fees, the Company's right to reimburse itself pursuant
to this subclause (iii) with respect to any Mortgage Loan being limited to
related Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and
such other amounts as may be collected by the Company from the Mortgagor or
otherwise relating to the Mortgage Loan, it being understood that, in the
case of any such reimbursement, the Company's right thereto shall be prior to
the rights of Purchaser except where the Company is required to repurchase a
Mortgage Loan pursuant to Section 3.03 or 6.02, in which case the Company's
right to such reimbursement shall be subsequent to the payment to the
Purchaser of the Repurchase Price pursuant to such sections and all other
amounts required to be paid to the Purchaser with respect to such Mortgage
Loan;
(iv) to reimburse itself for any Nonrecoverable Advance with respect to
the Mortgage Loans in the related Mortgage Pool;
(v) to pay itself investment earnings on funds deposited in such
Custodial Account;
(vi) to reimburse itself for expenses incurred and reimbursable to it
pursuant to Section 8.01, any amount so reimbursed to be withdrawn from the
Custodial Accounts on a pro rata basis, in proportion to the aggregate
Principal Balance of the Mortgage Loans in each Mortgage Pool as of the date
of such reimbursement;
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(vii) to pay any amount required to be paid pursuant to Section 4.16
related to any REO Property in the related Mortgage Pool (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 a Custodial Account shall be limited to
amounts on deposit in such Custodial Account with respect to the related REO
Property; and
(viii) to clear and terminate each Custodial Account upon the termination
of this Agreement.
Section 4.06. Establishment of and Deposits to Escrow Accounts. 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, with respect to the Mortgage Loans in each Mortgage Pool, in
the form of time deposit or demand accounts, titled, "GreenPoint Mortgage
Corp., in trust for The Chase Manhattan Bank, N.A., as Trustee, Structured
Asset Securities Corporation Mortgage Pass-Through Certificates, Series
GreenPoint 1996-A." The Escrow Accounts shall be established with a
Qualified Depository, in a manner which shall provide maximum available
insurance thereunder. Funds deposited in an 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 each Escrow Account on a daily basis, with
respect to the Mortgage Loans in each Mortgage Pool, and retain therein:
(i) all Escrow Payments collected on account of the related Mortgage
Loans, for the purpose of effecting timely payment of any such items as
required under the terms of this Agreement and the related Mortgage Notes;
and
(ii) all amounts representing Insurance Proceeds or Condemnation
Proceeds which are to be applied to the restoration or repair of any
Mortgaged Property securing a Mortgage Loan in the related Mortgage Pool
pursuant to Section 4.14.
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The Company shall make withdrawals from each 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 an 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 related Escrow Account may be
non-interest bearing or that interest paid thereon is insufficient for such
purposes.
Section 4.07. Permitted Withdrawals From Escrow Accounts.
------------------------------------------
Withdrawals from an Escrow Account may be made by the Company only:
(i) to effect timely payments of ground rents, taxes, assessments,
water rates, mortgage insurance premiums, condominium charges, fire and
hazard insurance premiums with respect to the Mortgage Loans in the related
Mortgage Pool 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) with respect to the Mortgage Loans in the related Mortgage Pool,
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 related Custodial Account and application to
reduce the principal balance of the related Mortgage Loan in accordance with
the terms of the related Mortgage and Mortgage Note;
(v) for application to restoration or repair of a Mortgaged Property
securing a Mortgage Loan in the related Mortgage Pool 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 related Escrow Account;
and
(vii) to clear and terminate each Escrow Account on the termination of
this Agreement.
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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 fire and hazard insurance coverage and
shall obtain, from time to time, all bills for the payment of such charges
(including renewal premiums) and shall effect payment thereof prior to the
applicable penalty or termination date, employing for such purpose deposits
of the Mortgagor in the related 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 Accounts or the Escrow Accounts to a different Qualified Depository
from time to time. Such transfer shall be made only upon obtaining the
consent of the Purchaser, which consent shall not be withheld unreasonably.
Section 4.10. Maintenance of Hazard Insurance. The Company shall
-------------------------------
cause to be maintained for each Mortgage Loan hazard insurance such that all
buildings upon the Mortgaged Property are insured by a generally acceptable
insurer rated A:VI or better in the current Best's Key Rating Guide
("Best's") against loss by fire, hazards of extended coverage and such other
hazards as are customary in the area where the Mortgaged Property is located,
in an amount which is at least equal to the lesser of (i) the maximum
insurable value of the improvements securing such Mortgage Loan and (ii) the
greater of (a) the outstanding principal balance of the Mortgage Loan and (b)
an amount such that the proceeds thereof shall be sufficient to prevent the
Mortgagor or the loss payee from becoming a coinsurer.
If upon origination of the Mortgage Loan, the related Mortgaged Property
was located in an area identified in the Federal Register by the Flood
Emergency Management Agency as having special flood hazards (and such flood
insurance has been made available) a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance carrier
rated A:VI or better in Best's in an amount representing coverage equal to
the lesser of (i) the minimum amount required, under the terms of coverage,
to compensate for any damage or loss on a replacement cost basis (or the
unpaid balance of the mortgage if replacement cost coverage is not available
41
<PAGE>
for the type of building insured) and (ii) the maximum amount of insurance
which is available under the Flood Disaster Protection Act of 1973, as
amended.
If a Mortgage is secured by a unit in a condominium project, the Company
shall verify that the coverage required of the owner's association, including
hazard, flood, liability, and fidelity coverage, is being maintained in
accordance with then current FNMA requirements, and secure from the owner's
association its agreement to notify the Company promptly of any change in the
insurance coverage or of any condemnation or casualty loss that may have a
material effect on the value of the Mortgaged Property as security.
In the event that the Purchaser or the Company shall determine that the
Mortgaged Property should be insured against loss or damage by hazards and
risks not covered by the insurance required to be maintained by the Mortgagor
pursuant to the terms of the Mortgage, the Company shall communicate and
consult with the Mortgagor with respect to the need for such insurance and
bring to the Mortgagor's attention the desirability of protection of the
Mortgaged Property.
All policies required hereunder shall name the Company as loss payee and
shall be endorsed with standard mortgagee clauses, which shall provide for at
least 30 days prior written notice of any cancellation, reduction in amount
or material change in coverage.
The Company shall not accept any such insurance policies from insurance
companies unless such companies are rated A:VI or better in Best's 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 related Escrow
Account and applied to the restoration or repair of the related Mortgaged
Property, or property acquired in liquidation of the related 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 related
Custodial Account subject to withdrawal pursuant to Section 4.05.
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Section 4.11. Maintenance of Mortgage Impairment Insurance. In the
--------------------------------------------
event that the Company shall obtain and maintain a blanket policy insuring
against losses arising from fire and hazards covered under extended coverage
on all of the Mortgage Loans, then, to the extent such policy provides
coverage in an amount equal to the amount required pursuant to Section 4.10
and otherwise complies with all other requirements of Section 4.10, it shall
conclusively be deemed to have satisfied its obligations as set forth in
Section 4.10. Any amounts collected by the Company under any such policy
relating to a Mortgage Loan shall be deposited in the related 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 related Custodial
Account at the time of such loss the amount not otherwise payable under the
blanket policy because of such deductible clause, such amount to be deposited
from the Company's funds, without reimbursement therefor. Upon request of
the Purchaser, the Company shall cause to be delivered to the Purchaser a
certified true copy of such policy and a statement from the insurer
thereunder that such policy shall in no event be terminated or materially
modified without 30 days' prior written notice to such Purchaser.
Section 4.12. Maintenance of Fidelity Bond and Errors and Omissions
-----------------------------------------------------
Insurance. The Company shall maintain with responsible companies, at its
- ---------
own expense, a blanket Fidelity Bond and an Errors and Omissions Insurance
Policy, with broad coverage on all officers, employees or other persons
acting in any capacity requiring such persons to handle funds, money,
documents or papers relating to the Mortgage Loans ("Company Employees").
Any such Fidelity Bond and Errors and Omissions Insurance Policy shall be in
the form of the Mortgage Banker's Blanket Bond and shall protect and insure
the Company against losses, including forgery, theft, embezzlement, fraud,
errors and omissions and negligent acts of such Company Employees. Such
Fidelity Bond and Errors and Omissions Insurance Policy also shall protect
and insure the Company against losses in connection with the release or
satisfaction of a Mortgage Loan without having obtained payment in full of
the indebtedness secured thereby. No provision of this Section 4.12
requiring such Fidelity Bond and Errors and Omissions Insurance Policy shall
diminish or relieve the Company from its duties and obligations as set forth
in this Agreement. The minimum coverage under any such bond and insurance
policy shall be at least equal to the corresponding amounts required by FNMA
in the FNMA Mortgage-Backed Securities Selling and Servicing Guide or by
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<PAGE>
FHLMC in the FHLMC Sellers' & Servicers' Guide. Upon the request of the
Purchaser, the Company shall cause to be delivered to the Purchaser a
certified true copy of such fidelity bond and insurance policy and a
statement from the surety and the insurer that such fidelity bond and
insurance policy shall in no event be terminated or materially modified
without 30 days' prior written notice to the Purchaser.
Section 4.13. Inspections. Prior to foreclosure, the Company shall
-----------
inspect the Mortgaged Property and shall conduct subsequent inspections in
accordance with Accepted Servicing Practices. 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 related 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. (Reserved)
Section 4.16. Title Management and Disposition of REO Property. In
------------------------------------------------
the event that title to any Mortgaged Property is acquired in foreclosure or
by deed in lieu of foreclosure, the deed or certificate of sale shall be
taken in the name of the Purchaser, or in the event the Purchaser is not
44
<PAGE>
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 Purchaser
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, 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
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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 related 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 related Custodial Account shall be
distributed to the Purchaser.
The Company shall withdraw from the related 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 area where the Mortgaged Property is located. The net cash
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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 related
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 each Custodial Account as of the
close of business on the Determination Date (net of charges against or
withdrawals from such Custodial Account pursuant to Section 4.05) and (b) all
amounts, if any, which the Company is obligated to distribute pursuant to
Section 5.03, but not including (i) any amounts attributable to Principal
Prepayments received after the immediately preceding Prepayment Period, (ii)
any Liquidation Proceeds and Insurance Proceeds received after the
immediately preceding Prepayment Period, and (iii) any amounts attributable
to Monthly Payments collected but due on a Due Date or Dates subsequent to
the related Due Period, all of which amounts, together with any additional
interest required to be deposited into a Custodial Account in connection with
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a Principal Prepayment in accordance with Section 4.04(viii), shall be
remitted on the next succeeding Remittance Date.
With respect to any remittance received by the Purchaser after the
second Business Day following the Remittance Date on which such payment was
due, the Company shall pay to the Purchaser interest on any such late payment
at an annual rate equal to the Prime Rate, adjusted as of the date of each
change, but in no event greater than maximum amount permitted by applicable
law. Such interest shall be deposited in the related Custodial Account or
Accounts by the Company on the date such late payment is made and shall cover
the period commencing with the day following such second Business Day and
ending with the Business Day on which such payment is made, both inclusive.
Such interest shall be remitted along with the distribution payable on the
next succeeding Remittance Date. The payment by the Company of any such
interest shall not be deemed an extension of time for payment or a waiver of
any Event of Default by the Company.
Section 5.02. Statements to Purchaser. Not later than the
-----------------------
Remittance Date, the Company shall furnish to the Purchaser a Monthly
Remittance Advice, with a trial balance report attached thereto, in the form
of Exhibit F annexed hereto, and an electronic tape, computer diskette or
other electronic data transmission in a format acceptable to the Purchaser,
containing the information set forth in Exhibit G hereto, as to the preceding
remittance and the period ending on the preceding Determination Date.
In addition, not more than 60 days after the end of each calendar year,
the Company shall furnish to the Trustee an annual statement in accordance
with the requirements of applicable federal income tax law as to the
aggregate of remittances for the applicable portion of such year.
Such obligation of the Company shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the
Company pursuant to any requirements of the Code as from time to are in
force.
The Company shall prepare and file any and all tax returns, information
statements or other filings relating to the period of time prior to the sale
of the Mortgage Loans by the Company to the Purchaser required to be
delivered to any governmental taxing authority pursuant to any applicable law
with respect to the Mortgage Loans and the transactions contemplated hereby.
In addition, the Company shall provide the Purchaser with such information
concerning the Mortgage Loans as is necessary for the Purchaser to prepare
its federal income tax returns.
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Section 5.03. Monthly Advances by Company. On the Business Day
---------------------------
immediately preceding each Remittance Date, the Company shall deposit in the
related 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 (such amount a "Monthly
Advance"); provided, that, to the extent of amounts held in such Custodial
Account for future distribution and not otherwise distributable to the
Purchaser on such date, the Company may satisfy its obligation to make a
Monthly Advance by distributing such funds to the Purchaser in the amount of
such Monthly Advance and causing an appropriate entry to be made in the
records of such Custodial Account. The amount of any funds being held for
future distribution in a Custodial Account that are utilized by the Company
to satisfy a Monthly Advance obligation shall be an obligation of the Company
to the Purchaser, payable by deposit in such Custodial Account of the
Company's funds in such amount on or before the next succeeding Remittance
Date, up to the amount that funds otherwise available in such Custodial
Account on such date for distribution to the Purchaser shall be less than the
amount required to be remitted to the Purchaser on such date. 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
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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.
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 related 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
- -----
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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, in each case within two Business Days of receipt of demand
therefor by the Purchaser, either (i) repurchase of related Mortgage Loan at
the Repurchase Price by the deposit thereof in the related Custodial Account,
or (ii) deposit in the related Custodial Account an amount equal to the
Principal Balance of such Mortgage Loan plus 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 such
deposit, less amounts received or advanced in respect of such Mortgage Loan
that are being held in such Custodial Account for distribution on the next
succeeding Remittance Date. 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 each
Custodial Account or to retain from interest payments on the related Mortgage
Loans the amount of its Servicing Fee with respect to the Mortgage Loans in
the related Mortgage Pool, 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. The
obligation of the Purchaser to pay the Servicing Fee is limited to, and
payable solely from, the interest portion of such Monthly Payments collected
by the Company. The aggregate of the Servicing Fees for any month with
respect to the Mortgage Loans in either Mortgage Pool shall be reduced by any
amount payable by the Company with respect to such month pursuant to Section
4.04(viii) first, with respect to the Mortgage Loans in such Mortgage Pool,
and second, to the extent of any shortfall, with respect to the Mortgage
Loans in the other Mortgage Pool.
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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 related
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 March 31, 1997, the
- ------
Company, at its expense, shall cause a firm of independent public accountants
which is a member of the American Institute of Certified Public Accountants
to furnish a statement to the Purchaser to the effect that such firm has
examined certain documents and records relating to the servicing of the
Mortgage Loans and 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 business hours or at such other times as may be reasonable
under applicable circumstances, upon reasonable advance notice. Any such
examination or audit shall not be an expense of the Company.
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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 a Consolidated Statement of
Operations of the Company for each completed fiscal year for which such a
statement is available, as well as a Consolidated Statement of Condition at
the end of the last two fiscal years covered by such Consolidated Statement
of Operations. The Company also shall make available any comparable interim
statements to the extent any such statements have been prepared by or on
behalf of the Company (and are available upon request to members or
stockholders of the Company or to the public at large).
The Company also shall make available to the Purchaser a knowledgeable
financial or accounting officer for the purpose of answering questions
respecting recent developments affecting the Company or the financial
statements of the Company.
ARTICLE VIII
THE COMPANY
-----------
Section 8.01. Indemnification; Third Party Claims. The Company
-----------------------------------
shall indemnify the Purchaser and hold it harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs, fees
53
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and expenses that the Purchaser may sustain in any way related to the failure
of the Company to perform its duties and service the Mortgage Loans in
compliance with the terms of this Agreement. The Company immediately shall
notify the Purchaser if a claim is made by a third party with respect to this
Agreement or the Mortgage Loans, assume (with the prior written consent of
the Purchaser) the defense of any such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or the
Purchaser in respect of such claim. The Company shall follow any written
instructions received from the Purchaser in connection with such claim. The
Purchaser promptly shall reimburse the Company for all amounts advanced by
it pursuant to the preceding sentence except when the claim is in any way
related to the Company's indemnification pursuant to Section 3.03, or the
failure of the Company to service and administer the Mortgage Loans in
strict compliance with the terms of this Agreement.
In addition to the Company's repurchase or substitution obligation under
Section 3.03, the Company shall indemnify the Purchaser and hold it harmless
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and other costs and
expenses resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, a breach by the Company, without regard to
the use of the words "to the best of the Company's knowledge," of the
substance of any representation or warranty contained in 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 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.
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Section 8.03. Limitation on Liability of Company and Others. The
---------------------------------------------
Company shall be liable in accordance with this Agreement only to the extent
of the obligations specifically imposed upon and undertaken by the Company in
this Agreement. 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 any liability that would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of its duties or by
reason of reckless disregard of its obligations and duties hereunder. The
Company and any director, officer, employee or agent of the Company may rely
in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The
Company shall not be under any obligation to appear in, prosecute or defend
any legal action which is not incidental to its duties to service the
Mortgage Loans in accordance with this Agreement and which in its opinion may
involve it in any expense or liability, provided, however, that the Company
may, with the consent of the Purchaser, undertake any such action which it
may deem necessary or desirable in respect to this Agreement and the rights
and duties of the parties hereto. In such event, the Company shall be
entitled to reimbursement from the Purchaser of the reasonable legal expenses
and costs of such action.
Section 8.04. Limitation on Resignation and Assignment by Company.
---------------------------------------------------
The Purchaser has entered into this Agreement with the Company in reliance
upon the independent status of the Company, and the representations as to the
adequacy of its servicing facilities, plant, personnel, records and
procedures, its 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 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 shall be granted or
withheld in the sole discretion of the Purchaser. 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;
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(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 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
56
<PAGE>
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 which continues
unremedied for a period of five days after the date upon which written notice
of such failure, requiring the same to be remedied, shall have been received
by the Company from the Purchaser; or
(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
57
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(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 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 ceases to meet the qualifications of a FNMA lender,
which failure continues for a period of time longer than is deemed reasonable
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 all of its property or assets or to
assign this Agreement or the servicing responsibilities hereunder or to
delegate its duties hereunder or any portion thereof to other than the
Subservicer in violation of Section 8.04.
In each and every such case, so long as an Event of Default shall not
have been remedied (within, if applicable, the period specified), in addition
to whatsoever rights the Purchaser may have at law or equity to damages,
including injunctive relief and specific performance, the Purchaser, by
notice in writing to the Company, may, taking into account, in the case of
the Trustee, the best interests of holders of Certificates, terminate all the
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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 each
Custodial Account or Escrow Account or thereafter received with respect to
the Mortgage Loans.
Section 9.02. Waiver of Defaults. By a written notice, the
------------------
Purchaser may waive any default by the Company in the performance of its
obligations hereunder and its consequences. Upon any waiver of a past
default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon except to the extent expressly so waived.
ARTICLE X
TERMINATION
-----------
Section 10.01. Termination. This Agreement shall terminate upon
-----------
either: (i) the later of the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan or the disposition of
any REO Property with respect to the last Mortgage Loan and the remittance of
all funds due hereunder; (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.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
------------------------
Section 11.01. Successor to Company. Prior to termination of the
--------------------
Company's responsibilities and duties under this Agreement pursuant to
Sections 8.04, 9.01 or 10.01, the Purchaser shall (i) succeed to and assume
all of the Company's responsibilities, rights, duties and obligations under
this Agreement, or (ii) appoint a successor having the characteristics set
forth in clauses (i) and (ii) of Section 8.02 which shall succeed to all
rights and assume all of the responsibilities, duties and liabilities of the
Company under this Agreement prior to the termination of Company's
responsibilities, duties and liabilities under this Agreement. In connection
with such appointment and assumption, the Purchaser may make such
arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree. In the event that the
Company's duties, responsibilities and liabilities under this Agreement
should be terminated pursuant to the aforementioned sections, the Company
shall discharge such duties and responsibilities during the period from the
date it acquires knowledge of such termination until the effective date
thereof with the same degree of diligence and prudence which it is obligated
to exercise under this Agreement, and shall take no action whatsoever that
might impair or prejudice the rights or financial condition of its successor.
The resignation or removal of the Company pursuant to the aforementioned
sections shall not become effective until a successor shall be appointed
pursuant to this Section 11.01 and shall in no event relieve the Company of
the representations and warranties made pursuant to Sections 3.01 and 3.02
and the remedies available to the Purchaser under Section 3.03, it being
understood and agreed that the provisions of such Sections 3.01, 3.02, and
3.03 shall be applicable to the Company notwithstanding any such sale,
assignment, resignation or termination of the Company, or the termination of
this Agreement.
Any successor appointed as provided herein shall execute, acknowledge
and deliver to the Company and to the Purchaser an instrument accepting such
appointment, wherein the successor shall make the representations and
warranties set forth in Section 3.01, except for subsections (i), (j), (k)
and (l) thereof, whereupon such successor shall become fully vested with all
the rights, powers, duties, responsibilities, obligations and liabilities of
the Company, with like effect as if originally named as a party to this
Agreement. Any termination or resignation of the Company or termination of
this Agreement pursuant to Section 8.04, 9.01, 10.01 or 10.02 shall not
affect any claims that any Purchaser may have against the Company arising out
of the Company's actions or failure to act prior to any such termination or
resignation.
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The Company shall deliver promptly to the successor servicer the Funds
in each Custodial Account and Escrow Account and all Mortgage Files and
related documents and statements held by it hereunder and the Company shall
account for all funds and shall execute and deliver such instruments and do
such other things as may reasonably be required to more fully and
definitively vest in the successor all such rights, powers, duties,
responsibilities, obligations and liabilities of the Company.
Section 11.02. Amendment. Capitalized terms used in this Section
---------
11.02 but not defined in this Agreement shall have the meanings assigned to
them in the Trust Agreement.
(a) This Agreement may be amended from time to time by the Company and
the Purchaser (i) to cure any ambiguity, (ii) to correct or supplement any
provision herein which may be inconsistent with any other provisions herein,
(iii) to make any other provisions, with respect to matters or questions
arising under this Agreement or (iv) to add, delete, or amend any provisions
to the extent necessary or desirable to comply with any requirements imposed
by the Code and the REMIC Provisions. No such amendment effected pursuant to
the preceding sentence shall, as evidenced by an Opinion of Counsel,
adversely affect the status of any REMIC created pursuant to the Trust
Agreement, nor shall such amendment effected pursuant to clause (iii) of such
sentence adversely affect in any material respect the interests of any Holder
of any Certificates issued by the Trust. Prior to entering into any
amendment pursuant to this paragraph, the Purchaser may require an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect
that such amendment is permitted under this paragraph. Any such amendment
shall be deemed not to adversely affect in any material respect any Holder of
Certificates, if the Purchaser receives written confirmation from each Rating
Agency that such amendment will not cause such Rating Agency to reduce the
then current rating assigned to the Certificates (and any Opinion of Counsel
requested by the Trustee in connection with any such amendment may rely
expressly on such confirmation as the basis therefor).
(b) This Agreement may also be amended from time to time by the Company
and the Purchaser with the consent of the Holders of not less than 66-2/3% of
the Aggregate Certificate Principal Amount of each Class of Certificates
affected thereby for the purpose of adding any provisions to or changing in
any manner or deleting any of the provisions of this Agreement or of
modifying in any manner the rights of the Holders (except as such 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
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requesting the change, that such change will not adversely affect the status
of any REMIC created pursuant to the Trust Agreement as a REMIC or cause a
tax to be imposed on any such REMIC.
Section 11.03. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
APPLIED IN SUCH STATE.
Section 11.04. Duration of Agreement. This Agreement shall continue
---------------------
in existence and effect until terminated as herein provided, except that
Sections 3.01, 3.02, 8.01 and 8.03 shall survive such termination. This
Agreement shall remain in full force and effect notwithstanding transfers of
the Mortgage Loans by the Purchaser or any subsequent transferee.
Section 11.05. Notices. All demands, notices and communications
-------
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid,
addressed as follows, or to such other address as either party (or its
assignee or any subsequent assignee thereof, in the case of the Purchaser)
may designate by notice to the other party:
(i) if to the Company:
GreenPoint Mortgage Corp.
5032 Parkway Plaza Boulevard
P.O. Box 195005
Charlotte, North Carolina 28219-5005
Attention: Clay Minich
with a copy to:
James R. Manion, III
General Counsel
GreenPoint Mortgage Corp.
5032 Parkway Plaza Boulevard
P.O. Box 195005
Charlotte, North Carolina 28219-5005
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
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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 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
63
<PAGE>
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 by any of its agents or affiliates, or
by any independent contractors on the Company's behalf, to solicit the
borrower or obligor under any Mortgage Loan for purposes relating to the
marketing of the Company's first mortgage loan products, including to
refinance a Mortgage Loan, in whole or in part, without the prior written
consent of the Purchaser. Notwithstanding the foregoing, it is understood
and agreed that general promotions undertaken by the Company or any affiliate
of the Company, including, without limitation, mass mailings based on
commercially acquired mailing lists, and newspaper, radio and television
advertisements, shall not constitute solicitation under this Section 11.11.
Section 11.12. Reconstitution. The Company 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 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
paragraph 4(t) 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
64
<PAGE>
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 on the first Distribution Date on which the Company has the right to
exercise its option to repurchase the Mortgage Loans and other property of
the Trust Fund as described above the Company fails to do so, the Depositor
may effect such purchase on any subsequent Distribution Date.
65
<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: Managing Director
GREENPOINT MORTGAGE CORP.
By: /s/ Clay B. Minich
-----------------------------------------
Name: Clay B. Minich
Title: Senior Vice President
66
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 16th day of April, 1996 before me, a Notary Public in and for
said State, personally appeared Michael J. O'Hanlon, known to me to be Vice
President of Lehman Capital, A Division of Lehman Brothers Holdings Inc., the
corporation that executed the within instrument and also known to me to be
the person who executed it on behalf of said corporation, and acknowledged to
me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal
the day and year in this certificate first above written.
/s/ Maryann Bielfeld
--------------------------------------------
Notary Public
My Commission expires 10/21/97
----------------------
67
<PAGE>
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 16th day of April, 1996 before me, a Notary Public in and for
said State, personally appeared Clay B. Minich, known to me to be
Senior Vice President of GreenPoint Mortgage Corp., 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/ Sylvia Fisher
--------------------------------------------
Notary Public
My Commission expires 08/03/96
----------------------
68
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
1
<PAGE>
EXHIBIT B
CONTENTS OF EACH MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each
of the following items, which shall be available for inspection by the
Purchaser, and which shall be retained by the Company in the Servicing File
or delivered to the Purchaser pursuant to Section 2.03 of the Mortgage Loan
Sale, Warranties and Servicing Agreement to which this Exhibit is attached
(the "Agreement"):
1. The original Mortgage Note endorsed without recourse in proper form
as follows: "Pay to the order of The Chase Manhattan Bank, N.A., as
Trustee under a Trust Agreement dated as of April 1, 1996, between
Structured Asset Securities Corporation, as Depositor, and the
Trustee relating to Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series GreenPoint 1996-A,
without recourse" (in each case, with all necessary intervening
endorsements as applicable).
2. The original of any guarantee executed in connection with the
Mortgage Note (if any).
3. The original recorded Mortgage with evidence of recording indicated
thereon. If, in connection with any Mortgage Loan, the Company
cannot deliver the Mortgage with evidence of recording thereon on
or prior to the Closing Date because of a delay caused by the
public recording office where such Mortgage has been delivered for
recordation or because such Mortgage has been lost, the Company
shall deliver or cause to be delivered to the Trustee (or its
custodian), in the case of a delay due to recording, a true copy of
such Mortgage, pending delivery of the original thereof, together
with an Officer's Certificate of the Company certifying that the
copy of such Mortgage delivered to the Trustee (or its custodian)
is a true copy and that the original of such Mortgage has been
forwarded to the public recording office, or, in the case of a
Mortgage that has been lost, a copy thereof (certified as provided
for under the laws of the appropriate jurisdiction) and a written
Opinion of Counsel acceptable to the Trustee and the Company that
an original recorded Mortgage is not required to enforce the
Trustee's interest in the Mortgage Loan
1
<PAGE>
4. The original of each assumption, modification or substitution
agreement, if any, relating to the Mortgage Loans, with evidence of
recording thereon, or, as to any assumption, modification or
substitution agreement which cannot be delivered on or prior to the
Closing Date because of a delay caused by the public recording
office where such assumption, modification or substitution
agreement has been delivered for recordation, a photocopy of such
assumption, modification or substitution agreement, pending
delivery of the original thereof, together with an Officer's
Certificate of the Company certifying that the copy of such
assumption, modification or substitution agreement delivered to the
Trustee (or its custodian) is a true copy and that the original of
such agreement has been forwarded to the public recording office.
5. The original Assignment of Mortgage for each Mortgage Loan, in form
and substance acceptable for recording. The Assignment of Mortgage
must be duly recorded only if recordation is either necessary under
applicable law or commonly required by private institutional
mortgage investors in the area where the Mortgaged Property is
located or on direction of the Purchaser. If the Assignment of
Mortgage is to be recorded, the Mortgage shall be assigned to the
Purchaser. If the Assignment of Mortgage is not to be recorded,
the Assignment of Mortgage shall be delivered in blank. If the
Mortgage Loan was acquired by the Company in a merger, the
Assignment of Mortgage must be made by "GreenPoint Mortgage Corp.,
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
"GreenPoint Mortgage Corp., 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
2
<PAGE>
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 of
insurance, where required pursuant to the Agreement.
8. The original mortgagee policy of title insurance or attorney's
opinion of title and abstract of title.
9. Any security agreement, chattel mortgage or equivalent executed in
connection with the Mortgage or as to any security agreement,
chattel mortgage or their equivalent that cannot be delivered on or
prior to the Closing Date because of a delay caused by the public
recording office where such document has been delivered for
recordation, a photocopy of such document, pending delivery of the
original thereof, together with an Officer's Certificate of the
Company certifying that the copy of such security agreement,
chattel mortgage or their equivalent delivered to the Trustee (or
its custodian) is a true copy and that the original of such
document has been forwarded to the public recording office.
10. The original hazard insurance policy and, if required by law, flood
insurance policy, in accordance with Section 4.10 of the Agreement.
11. Residential loan application.
12. Mortgage Loan closing statement.
13. Credit report on the Mortgagor.
14. Residential appraisal report.
15. Photograph of the Mortgaged Property.
16. Survey of the Mortgaged Property.
17. Copy of each instrument necessary to complete identification of any
exception set forth in the exception schedule in the title policy,
i.e., map or plat, restrictions, easements, sewer agreements, home
association declarations, etc.
18. All required disclosure statements.
3
<PAGE>
19. If available, termite report, structural engineer's report, water
potability and septic certification.
20. Sales contract (if applicable).
21. Tax receipts, insurance premium receipts, ledger sheets, payment
history from date of origination, insurance claim files,
correspondence, current and historical computerized data files, and
all other processing, underwriting and closing papers and records
which are customarily contained in a mortgage loan file and which
are required to document the Mortgage Loan or to service the
Mortgage Loan.
4
<PAGE>
EXHIBIT C-1
MORTGAGE LOAN DOCUMENTS
The Mortgage Loan Documents for each Mortgage Loan shall include each of
the following items, which shall be delivered to the Purchaser pursuant to
Section 2.03 of the Mortgage Loan Sale, Warranties and Servicing Agreement to
which this Exhibit is annexed (the "Agreement"):
(a) the original Mortgage Note endorsed without recourse in proper form
as follows: "Pay to the order of The Chase Manhattan Bank, N.A., as Trustee
under a Trust Agreement dated as of April 1, 1996, between Structured Asset
Securities Corporation, as Depositor, and the Trustee relating to Structured
Asset Securities Corporation Mortgage Pass-Through Certificates, Series
GreenPoint 1996-A, without recourse" (in each case, with all necessary
intervening endorsements as applicable);
(b) the original of any guarantee executed in connection with the
Mortgage Note;
(c) the original recorded Mortgage with evidence of recording indicated
thereon. If, in connection with any Mortgage Loan, the Company cannot
deliver the Mortgage with evidence of recording thereon on or prior to the
Closing Date because of a delay caused by the public recording office where
such Mortgage has been delivered for recordation or because such Mortgage has
been lost, the Company shall deliver or cause to be delivered to the Trustee
(or its custodian), in the case of a delay due to recording, a true copy of
such Mortgage, pending delivery of the original thereof, together with an
Officer's Certificate of the Company certifying that the copy of such
Mortgage delivered to the Trustee (or its custodian) is a true copy and that
the original of such Mortgage has been forwarded to the public recording
office, or, in the case of a Mortgage that has been lost, a copy thereof
(certified as provided for under the laws of the appropriate jurisdiction)
and a written Opinion of Counsel acceptable to the Trustee and the Company
that an original recorded Mortgage is not required to enforce the Trustee's
interest in the Mortgage Loan;
(d) The original of each assumption, modification or substitution
agreement, if any, relating to the Mortgage Loans, with evidence of recording
thereon, or, as to any assumption, modification or substitution agreement
which cannot be delivered on or prior to the Closing Date because of a delay
caused by the public recording office where such assumption, modification or
substitution agreement has been delivered for recordation, a photocopy of
1
<PAGE>
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;
(e) the original Assignment of Mortgage for each Mortgage Loan, in form
and substance acceptable for recording. The Assignment of Mortgage must be
duly recorded only if recordation is either necessary under applicable law or
commonly required by private institutional mortgage investors in the area
where the Mortgaged Property is located or on direction of the Purchaser. If
the Assignment of Mortgage is to be recorded, the Mortgage shall be assigned
to the Purchaser. If the Assignment of Mortgage is not to be recorded, the
Assignment of Mortgage shall be delivered in blank. If the Mortgage Loan was
acquired by the Company in a merger, the Assignment of Mortgage must be made
by "GreenPoint Mortgage Corp., 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
"GreenPoint Mortgage Corp., formerly known as (previous name)." Subject to
the foregoing, and where permitted under the applicable laws of the
jurisdiction wherein the Mortgaged Property is located, such assignments of
Mortgage may be made by blanket assignments for Mortgage Loans secured by the
Mortgaged Properties located in the same county;
(f) If applicable, such original intervening assignments of the
Mortgage, notice of transfer or equivalent instrument (each, an "Intervening
Assignment"), as may be necessary to show a complete chain of title to the
Mortgage from the originator to the Trustee, or, in the case of an
Intervening Assignment that has been lost, a written Opinion of Counsel
acceptable to the Trustee that such original Intervening Assignment is not
required to enforce the Trustee's interest in the Mortgage Loans;
(g) the original Primary Mortgage Insurance Policy or certificate, if
private mortgage guaranty insurance is required pursuant to the Agreement;
(h) the original mortgagee title insurance policy or attorney's opinion
of title and abstract of title; and
(i) the original of any security agreement, chattel mortgage or
equivalent executed in connection with the Mortgage or as to any security
agreement, chattel mortgage or their equivalent that cannot be delivered on
or prior to the Closing Date because of a delay caused by the public
recording office where such document has been delivered for recordation, a
2
<PAGE>
photocopy of such document, pending delivery of the original thereof,
together with an Officer's Certificate of the Company certifying that
the copy of such security agreement, chattel mortgage or their equivalent
delivered to the Trustee (or its custodian) is a true copy and that the
original of such document has been forwarded to the public recording office.
3
<PAGE>
EXHIBIT C-2
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
----------------------
(Date)
The Chase Manhattan Bank, N.A.
(Address)
In connection with the administration of the mortgages held by you as
Trustee (or by the Custodian on your behalf) under a certain Trust Agreement
dated as of April 1, 1996 between Structured Asset Securities Corporation, as
Depositor, and you, as Trustee (the "Trust Agreement"), the undersigned
Servicer hereby requests a release of the Mortgage File held by you as
Trustee (or by the Custodian) with respect to the following described
Mortgage Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
Reason for requesting file:
1. Mortgage Loan paid in full. (The Servicer hereby certifies that all
amounts received in connection with the loan have been or will be credited to
the Collection Account or the Certificate Account (whichever is applicable)
pursuant to the Trust Agreement.)
2. Mortgage Loan repurchased. (The Servicer hereby certifies that the
Purchase Price has been credited to the Collection Account or the Certificate
Account (whichever is applicable) pursuant to the Trust Agreement.)
3. Mortgage Loan substituted. (The Servicer hereby certifies that a
Qualifying Substitute Mortgage Loan has been assigned and delivered to you
along with the related Mortgage File pursuant to the Trust Agreement.)
4. The Mortgage Loan is being foreclosed.
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 (or to the Custodian) within ten (10) days of our
receipt of the Mortgage File, except if the Mortgage Loan has been paid in
full, or repurchased or substituted for a Qualifying Substitute Mortgage Loan
(in which case the Mortgage File will be retained by us permanently) and
except if the Mortgage Loan is being foreclosed (in which case the Mortgage
File will be returned when no longer required by us for such purpose).
Capitalized terms used herein shall have the meanings ascribed to them
in the Trust Agreement.
GreenPoint Mortgage Corp.
By:_______________________________
Name:
Title:
2
<PAGE>
EXHIBIT D-1
CUSTODIAL ACCOUNT CERTIFICATION
______________________, 1996
GreenPoint Mortgage Corp. hereby certifies that it has established the
account described below as a Custodial Account pursuant to Section 4.04 of
the Mortgage Loan Sale, Warranties and Servicing Agreement, dated as of April
1, 1996.
Title of Account: GreenPoint Mortgage Corp., in trust for The Chase
Manhattan Bank, N.A., as Trustee, Structured Asset
Securities Corporation Mortgage Pass-Through
Certificates, Series GreenPoint 1996-A (or such other
designation as the Purchaser may direct).
Account Number: _________________________
Address of office or branch
of the Company at
which Account is maintained: --------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
GreenPoint Mortgage Corp.
By:
-----------------------------------------
Name:
Title:
1
<PAGE>
EXHIBIT D-2
CUSTODIAL ACCOUNT LETTER AGREEMENT
_______________________, 1996
To:
-------------------------
-------------------------
-------------------------
(the "Depository")
As Company under the Mortgage Loan Sale, Warranties and Servicing
Agreement, dated as of April 1, 1996 (the "Agreement"), we hereby authorize
and request you to establish an account, as a Custodial Account pursuant to
Section 4.04 of the Agreement, to be designated as "GreenPoint Mortgage
Corp., in trust for The Chase Manhattan Bank, N.A., as Trustee, Structured
Asset Securities Corporation Mortgage Pass-Through Certificates, Series
GreenPoint 1996-A" (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.
GreenPoint Mortgage Corp.
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
GreenPoint Mortgage Corp. hereby certifies that it has established the
account described below as an Escrow Account pursuant to Section 4.06 of the
Mortgage Loan Sale, Warranties and Servicing Agreement, dated as of April 1,
1996.
Title of Account: GreenPoint Mortgage Corp., in trust for The Chase
Manhattan Bank, N.A., as Trustee, Structured Asset
Securities Corporation Mortgage Pass-Through
Certificates, Series GreenPoint 1996-A (or such other
designation as the Purchaser may direct).
Account Number:
-------------------------
Address of office or branch
of the Company at
which Account is maintained:
-----------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
GreenPoint Mortgage Corp.
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 April 1, 1996 (the "Agreement"), we hereby authorize
and request you to establish an account, as an Escrow Account pursuant to
Section 4.07 of the Agreement, to be designated as "GreenPoint Mortgage
Corp., in trust for The Chase Manhattan Bank, N.A., as Trustee, Structured
Asset Securities Corporation Mortgage Pass-Through Certificates, Series
GreenPoint 1996-A," 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.
GreenPoint Mortgage Corp.
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)
The Chase Manhattan Bank, N.A.
(Address)
Re: Mortgage Loan Sale, Warranties and Servicing Agreement,
dated as of April 1, 1996 (the "Agreement")
Ladies and Gentlemen:
In accordance with the provisions of Section 5.03 of the above-
referenced Agreement, the undersigned hereby certifies that it has
determined, with regard to the Mortgage Loan(s) identified below, that
(future advances would) (Monthly Advances previously made in the amount of
$____________ will) not be ultimately recoverable.
____________________________________ _________________________
Mortgagor Identifying Number
____________________________________ _________________________
Mortgagor Identifying Number
____________________________________ _________________________
Mortgagor Identifying Number
GREENPOINT MORTGAGE CORP.
By:________________________________
Name:
Title:
1
<PAGE>
EXHIBIT I
CERTIFICATE REGARDING REPRESENTATIONS AND WARRANTIES
April ( ), 1996
GreenPoint Mortgage Corp. (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 April 1,
1996 between the Company and Lehman Capital, A Division of Lehman Brothers
Holdings Inc., are true and correct as of the date hereof.
GREENPOINT MORTGAGE CORP.
By:________________________________
Name:
Title:
1
<PAGE>
<TABLE>
<CAPTION>
Loan Original Current
Number Name Address City St Zip Balance Balance
Remit Property Orig Rem Orig Mat
Rate Rate LTV Type Term Term Date Date Docum. P&I
<S><C> <C> <C> <C> <C><C> <C> <C>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1074488 FISCHER 68 SIDNEY SCHOOL ROAD FRANKLIN TOWNSHIP NJ 08322 135000.00 129050.85
8.750 8.500 45.76 Single Family 180 173 19950830 20100901 No Doc 1349.26
1075296 BARBOSA 2194 EAST 3835 NORTH FILER ID 83328 74200.00 73891.89
9.375 9.125 70.00 Single Family 360 352 19950720 20250801 No Doc Plus 617.16
1075326 KESTER 123 MINT ORCHARD DRIVE HENDERSON NV 89015 80000.00 79584.15
8.875 8.625 61.90 Single Family 360 351 19950619 20250701 No Doc Plus 636.52
1075331 GROSS 204 WEST FAIRVIEW BOULEV INGLEWOOD CA 90302 80000.00 79584.15
8.875 8.625 40.00 Single Family 360 351 19950619 20250701 No Doc 636.52
1075347 TYSON 52675 HUNTINGTON ROAD LA PINE OR 97739 124950.00 124389.42
9.000 8.750 70.00 Single Family 360 352 19950703 20250801 No Doc Plus 1005.38
1075363 ADAMS 14010 YELM HIGHWAY SE YELM WA 98597 165000.00 164266.89
8.375 8.125 66.00 Single Family 360 353 19950810 20250901 No Doc Plus 1254.12
1075371 STEBBINS 1025 WEST23RD AVENUE SPOKANE WA 99203 88700.00 88322.07
9.250 9.000 69.98 Single Family 360 352 19950707 20250801 No Doc Plus 729.71
1075381 SMITH 5404 ROSE THICKET STREET LAS VEGAS NV 89130 116500.00 116067.31
9.250 9.000 53.81 Single Family 360 353 19950818 20250901 No Doc 958.42
1078550 ELSON 9 BARTON AVENUE BARRINGTON RI 02806 70000.00 69635.36
9.875 9.625 16.47 Single Family 360 349 19950425 20250501 No Doc 607.85
1079554 CHOE 7274 CRYSTAL LAKE DRIVE WEST PALM BEACH FL 33411 70000.00 69620.04
8.125 7.875 26.13 Single Family 120 119 19960220 20060301 No Doc 853.92
1082331 BLAIR 3170 ANDORRA COURT NAPLES FL 33999 98800.00 98526.08
9.000 8.750 69.98 Town House 360 355 19951024 20251101 No Doc Plus 794.97
1082459 WILLIAMS 864 SHERIDAN ROAD EVANSTON IL 60202 249900.00 248564.09
9.750 9.500 70.00 Single Family 360 349 19950501 20250501 No Doc Plus 2147.03
1082463 WAKEFIELD 225 SHADYLANE MARLTON NJ 08053 65000.00 64659.93
9.375 9.125 57.52 Town House 360 350 19950526 20250601 No Doc 540.64
1082485 KOURTZ 25 MOUNTIANVIEW AVENUE MOUNT ARLINGTON NJ 07856 87500.00 87005.65
9.000 8.750 70.00 Single Family 360 350 19950531 20250601 No Doc Plus 704.04
1082488 BREHOB 200 PARK DRIVE FRANKLIN IN 46131 132930.00 132303.18
9.875 9.625 70.00 Single Family 360 350 19950515 20250601 No Doc Plus 1154.30
1082545 RABIN 50 WILMOT CIRCLE SCARSDALE NY 10583 73000.00 72648.71
9.250 9.000 31.06 Single Family 360 351 19950609 20250701 No Doc 600.56
1082552 CELENTAN 18603 MAIN ROAD EAST MARION NY 11939 175000.00 132077.15
8.875 8.625 34.31 Single Family 360 352 19950727 20250801 No Doc 1392.38
1082557 BOWER 77 TOMLIN CIRCLE BURR RIDGE IL 60521 100000.00 99566.24
9.750 9.500 20.00 Single Family 360 351 19950616 20250701 No Doc 859.15
1082562 FATHELBA 35 LINDENBERG AVENUE RYE NY 10580 225000.00 223627.76
8.625 8.375 60.00 Single Family 360 350 19950601 20250601 No Doc 1750.03
1082572 PIANTO 3 WHEATFIELD LANE COMMACK NY 11725 60000.00 59824.01
9.625 9.375 40.00 Single Family 360 354 19950908 20251001 No Doc 509.99
1082589 FLYNN 3995 DOWNING STREET ROANOKE VA 24019 184600.00 183529.87
8.875 8.625 69.99 Single Family 360 350 19950601 20250601 No Doc Plus 1468.77
1082598 RAMSAMMY 7822 87TH AVENUE WOODHAVEN NY 11421 87500.00 87009.19
8.500 8.250 70.00 Single Family 360 351 19950608 20250701 No Doc Plus 672.80
1082614 COLLARD 10 OLD STAGECOACH ROAD ANDOVER NJ 07821 79100.00 78788.22
9.625 9.375 70.00 Single Family 360 352 19950721 20250801 No Doc Plus 672.34
1082642 GOODWIN 4633 FITLER STREET CITY OF PHILADELPHI PA 19114 111000.00 110392.91
8.625 8.375 60.00 Single Family 360 351 19950630 20250701 No Doc 863.35
1082666 CALICCHI 93 HIGHLAND ROAD STAMFORD CT 06902 97650.00 97244.57
9.375 9.125 60.00 Condo 360 352 19950721 20250801 No Doc Plus 812.20
1082670 GEVINSKY 557 CENTER STREET SOUTH JAMESPORT NY 11970 87500.00 87148.91
8.875 8.625 70.00 Single Family 360 353 19950816 20250901 No Doc Plus 696.19
1082672 MEDNICK 104 UPPER LAKE SHORE DR KATONAH NY 10536 227500.00 222453.41
8.750 8.500 70.00 Single Family 180 172 19950725 20100801 No Doc Plus 2273.75
1082674 WRIGHT 19 FAIRVIEW AVE DARIEN CT 06820 200000.00 199431.03
8.875 8.625 48.78 Single Family 360 355 19951024 20251101 No Doc 1591.29
1082680 LANZ 2106 N BELL DENTON TX 76201 84000.00 83614.74
9.125 8.875 73.04 Single Family 360 351 19950703 20250701 No Doc Plus 683.45
1082681 CHARPENT 5 HADLEY COURT STONY BROOK NY 11790 100000.00 99628.57
9.250 9.000 50.76 Single Family 360 353 19950803 20250901 No Doc 822.68
1082690 KREIDER 167 MC COSH ROAD UPPER MONTCLAIR NJ 07043 85000.00 84685.49
8.500 8.250 48.57 Single Family 360 354 19950922 20251001 No Doc 653.58
1082702 ROCKEFEL 314 N BULL RUN DRIVE TUCSON AZ 85748 83300.00 83021.21
9.750 9.500 70.00 Single Family 360 353 19950802 20250901 No Doc Plus 715.68
1082814 YEUNG LOT 66 CYGNET DRIVE WALDORF MD 20601 142500.00 139891.43
9.375 9.125 58.88 Single Family 180 173 19950821 20100901 No Doc 1477.29
1082831 DUNCAN 100 ASCOT COURT BEAR DE 19701 60000.00 59757.59
9.500 9.250 33.82 Single Family 360 352 19950707 20250801 No Doc 504.51
1082836 KUZMIC 4017 HEDGESTONE RUN RALEIGH NC 27603 155000.00 154438.37
9.375 9.125 69.82 Single Family 360 353 19950816 20250901 No Doc Plus 1289.22
1082859 NICHOL 4111 MITTGLEN LANE APEX NC 27502 120000.00 119392.02
9.000 8.750 57.14 Single Family 360 351 19950627 20250701 No Doc 965.55
1082878 SCHWAM 12835 CORAL LAKES DRIVE BOYNTON BEACH FL 33437 100000.00 99528.48
9.875 9.625 50.32 Single Family 360 350 19950515 20250601 No Doc 868.35
1082889 HENG 6785 W 97TH CIRCLE WESTMINSTER CO 80021 105950.00 104238.23
9.000 8.750 67.38 Single Family 180 174 19950929 20101001 No Doc Plus 1074.62
1082893 GARDNER 1018 STONINGTON DRIVE ARNOLD MD 21012 224000.00 222828.19
9.375 9.125 70.00 Single Family 360 350 19950515 20250601 No Doc Plus 1863.12
1082906 STRENT 114 MEADOWLANDS DRIVE ROYAL PALM BEACH FL 33411 76000.00 75497.60
9.500 9.250 59.98 Single Family 360 350 19950519 20250601 No Doc 639.05
1082916 RAAB 9 MCMULLAN FARM LANE WEST CHESTER PA 19382 402200.00 400544.33
8.750 8.500 68.52 Single Family 360 353 19950830 20250901 No Doc Plus 3164.11
1082928 SMITH JR 4545 WIEUCA ROAD #9 ATLANTA GA 30342 83000.00 82518.83
8.875 8.625 66.40 Condo 360 350 19950526 20250601 No Doc Plus 660.39
1
<PAGE>
1082936 WARD 1 RAMAPO MOUNTAIN ROAD RAMAPO NJ 07465 80000.00 79678.96
8.875 8.625 29.74 Single Family 360 353 19950803 20250901 No Doc 636.52
1082950 HARTE 416 S WALNUT STREET MILFORD DE 19963 63000.00 62738.42
9.375 9.125 70.00 Single Family 360 352 19950712 20250801 No Doc Plus 524.01
1082971 BRESLAU 3 APRIL SPRINGS CORT LAKEWOOD NJ 08701 64750.00 64551.07
8.500 8.250 45.94 Single Family 360 355 19951030 20251101 No Doc 497.88
1082973 JERSON LOT 20 FAWN RIDGE ESTATES BLAKELSLEE PA 18610 129000.00 127190.75
8.875 8.625 68.25 Single Family 240 234 19950911 20151001 No Doc Plus 1150.30
1082976 BAE 1114 MORNINGSTAR TRIL RICHARDSON TX 75081 98000.00 97490.64
8.875 8.625 70.00 Single Family 360 351 19950627 20250701 No Doc Plus 779.74
1082984 STEDENFE 21 BICKEL ROAD FRANKLIN TOWNSHIP NJ 07882 89000.00 88624.16
8.625 8.375 54.94 Single Family 360 353 19950804 20250901 No Doc 692.24
1082986 STALEY 8109 GLENDALE DRIVE FREDERICK MD 21702 60000.00 57169.62
9.500 9.250 34.09 Single Family 360 351 19950619 2050701 No Doc 504.51
1082998 NATIELLO 7504 BILLSAM COURT LORTON VA 22079 90600.00 90172.13
8.750 8.500 60.00 Single Family 360 352 19950710 2050801 No Doc 712.75
1082999 ATHANASI 16 BAILIN DRIVE WORCESTER MA 01604 130000.00 46204.62
8.875 8.625 56.52 Single Family 360 351 19950606 2050701 No Doc 1034.34
1083002 JUSINO 1539 LAGUNA LANE LAKEWOOD NJ 08701 81900.00 81554.14
8.625 8.375 70.00 Single Family 360 353 19950831 2050901 No Doc Plus 637.01
1083006 COATES 51 HARRISON ROAD RIVERDALE NJ 07457 97800.00 96841.05
9.625 9.375 60.00 Multi-Family 360 352 19950728 20250801 No Doc Plus 831.29
1083008 FIELD 1405 NW 100TH TERRACE GAINESVILLE FL 32653 65000.00 64660.35
8.250 8.000 49.95 Single Family 360 352 19950707 20250801 No Doc 488.32
1083013 FOWLKES 235 FAIRVIEW POINT ELLENWOOD GA 30049 60000.00 59696.04
9.000 8.750 66.74 Single Family 360 351 19950621 20250701 No Doc Plus 482.77
1083020 LEGNAIOL 3226 GUMWOOD DRIVE HYATTSVILLE MD 20783 84000.00 83784.0
10.250 10.000 60.00 Single Family 360 354 19950918 20251001 No Doc 752.73
1083028 BAYER 3 BARN GATE COURT REISTERTOWN MD 21136 60000.00 59815.65
8.500 8.250 37.74 Single Family 360 355 19951027 20251101 No Doc 461.35
1083040 LEE 55 PEACH ORCHARD DRIVE EAST BRUNSWICK TWP. NJ 08816 255500.00 254128.11
8.500 8.250 70.00 Single Family 360 352 19950710 20250801 No Doc Plus 1964.58
1083049 FALLS 3212 SE BRAEMAR WAY PORT ST. LUCIE FL 34952 80000.00 79789.40
9.250 9.000 40.01 Single Family 360 355 19951030 20251101 No Doc 658.15
1083057 CAPARCO 53 LINCOLN DRIVE JOHNSTON RI 02919 80000.00 78039.23
9.000 8.750 59.70 Single Family 180 171 19950630 20100701 No Doc 811.41
1083063 LEVINE 408 DOGWOOD DRIVE MAPLE GLEN PA 19002 114600.00 114076.29
9.500 9.250 60.00 Town House 360 351 19950628 20250701 No Doc 963.62
1083072 VO 3582 POPLAR AVENUE MEMPHIS TN 38111 80000.00 78106.77
8.000 7.750 59.70 Single Family 180 172 19950802 20100801 No Doc 764.52
1083076 EN 101 EUROPA BLVD CHERRY HILL NJ 08003 159750.00 156902.90
7.875 7.625 69.98 Single Family 180 174 19950922 20101001 No Doc Plus 1515.15
1083086 ANDERSON 48 FLORENCE LANE STAFFORD TWP NJ 08050 80000.00 79297.35
8.375 8.125 69.87 Single Family 360 351 19950630 20250701 No Doc Plus 608.06
1083088 MADDEN 1281 FALCONCREST BLVD APOPKA FL 32712 94000.00 93844.79
9.000 8.750 56.79 Single Family 360 357 19951215 20260101 No Doc 756.35
1083093 VALVO 4680 GLENN FOREST DRIVE ROSWELL GA 30075 120050.00 119497.46
8.875 8.625 70.00 Single Family 360 352 19950714 20250801 No Doc Plus 955.17
1083100 WANG 453 SHADE TREE CIRCLE HURST TX 76054 105000.00 104516.69
8.875 8.625 70.00 Single Family 360 352 19950707 20250801 No Doc Plus 835.43
1083102 AMBLER I BOX12 RT. 3 SHADY BARK L BOONE NC 28607 90000.00 89691.57
8.875 8.625 45.00 Single Family 360 354 19950914 20251001 No Doc 716.09
1083108 MULLINS 12600 N.E. 25TH AVENUE ANTHONY FL 32617 70000.00 69719.14
8.875 8.625 53.85 Single Family 360 353 19950831 20250901 No Doc 556.95
1083112 PANDOLFI 92 EAST MAIN STREET HOPKINTON MA 01748 91200.00 90821.28
9.375 9.125 60.00 Single Family 360 352 19950712 20250801 No Doc 758.56
1083115 GARGAN 2700 CIVITAN CLUB PL BROOKVILLE MD 20833 218800.00 218069.26
9.000 8.750 59.39 Single Family 360 354 19950929 20251001 No Doc 1760.51
1083116 RIGG 393 WHEATLY AVENUE BEVERLY NJ 08010 60000.00 59744.30
9.250 9.000 60.00 Single Family 360 352 19950728 20250801 No Doc 493.61
1083117 ALTAMURO 1819 SHIPLEY ROAD BRANDYWINE HUNDRED DE 19803 85700.00 85220.92
8.375 8.125 53.90 Single Family 360 353 19950807 20250901 No Doc 651.38
1083122 HOLMES 3701 QUAIL CREEK DOTHAN AL 36303 144900.00 144272.30
8.500 8.250 70.00 Single Family 360 353 19950804 20250901 No Doc Plus 1114.16
1083124 COLANTUO 48 DEER RIDGE ROAD BERNARDS NJ 07920 150000.00 147099.23
8.750 8.500 40.00 Single Family 180 173 19950811 20100901 No Doc 1499.17
1083126 BROOKER 9 DEERPATH ROAD PALMYRA VA 22963 60000.00 59701.88
8.500 8.250 60.00 Single Family 360 352 19950731 20250801 No Doc 461.35
1083910 LJUBIC 227 GROVE STREET CLIFTON NJ 07013 105000.00 103774.09
8.000 7.750 63.64 Single Family 180 176 19951108 20101201 No Doc Plus 1003.43
1083921 WEINSTEI 19906 LOXAHATCHEE P JUPITER FL 33458 241500.00 241140.82
9.500 9.250 70.00 Single Family 360 357 19951205 20260101 No Doc Plus 2030.66
1083963 KAMINOFF 13 OLD WINDY BUSH ROAD NEW HOPE PA 18938 400000.00 399724.72
7.875 7.625 59.26 Single Family 360 359 19960222 20260301 No Doc 2900.28
1084090 LINARES 118 ARCHER STREET FREEPORT NY 11520 70000.00 69784.94
8.500 8.250 50.00 Single Family 360 355 19951031 20251101 No Doc 538.24
1084223 BENNETT 761 SW 94TH AVENUE PEMBROKE PINES FL 33025 96500.00 96020.57
8.500 8.250 69.98 Single Family 360 352 19950721 20250801 No Doc Plus 742.00
1084686 BENEDICT 30105 BRIARCREST COURT GEORGETOWN TX 78628 65000.00 64815.08
8.875 8.625 46.55 Single Family 360 355 19951024 20251101 No Doc 517.17
1084743 ANZALONE 3621 HAWK VIEW STREET ROUND ROCK TX 78664 81900.00 81699.41
8.500 8.250 69.92 Single Family 360 356 19951115 20251201 No Doc Plus 629.74
1085043 DI SCHIN 7132 CRYSTAL LAKE DRIVE WEST PALM BEACH FL 33411 150000.00 149808.04
8.250 8.000 57.27 Single Family 360 358 19960129 20260201 No Doc 1126.90
1085060 SUPPO 19608 STAR ISLAND DRIVE BOCA RATON FL 33498 85000.00 84797.10
8.625 8.375 44.94 Single Family 360 356 19951107 20251201 No Doc 661.12
1085183 MARINACC 3 COUNTRY MEADOW ROAD MANSFIELD TOWNSHIP NJ 07865 172200.00 171772.62
8.625 8.375 70.00 Single Family 360 358 19960130 20260201 No Doc Plus 1339.35
2
<PAGE>
1085322 CHRISTEN 172 BARKER AVENUE OREGON CITY OR 97045 105200.00 104955.23
8.750 8.500 60.11 Single Family 360 356 19951117 20251201 No Doc Plus 827.61
1085378 TANNINEN 21511 NE 266TH STREET BATTLE GROUND WA 98607 131000.00 130617.62
8.750 8.500 68.95 Single Family 360 355 19951012 20251101 No Doc Plus 1030.58
1085685 ALVES 101 KIWANEE ROAD WARWICK RI 02888 91700.00 91312.77
8.625 8.375 70.00 Single Family 360 353 19950811 20250901 No Doc Plus 713.23
1085900 AVITAN 24 TIMBER RIDGE DRIVE COMMACK NY 11725 231000.00 230164.05
9.375 9.125 70.00 Single Family 360 353 19950810 20250901 No Doc Plus 1921.34
1086036 DORRIBO 9501 SW 155 AVENUE MIAMI FL 33196 107050.00 105754.55
9.500 9.250 69.97 Single Family 360 355 19951031 20251101 No Doc Plus 900.13
1086197 WEISS 2620 STEINSBURG ROAD MILLFORD TOWNSHIP PA 18951 61700.00 61600.76
9.125 8.875 43.45 Single Family 360 357 19960111 20260101 No Doc 502.01
1086217 MITCHELL 2729 WEST COUNTRY CLUB DR PHILADELPHIA PA 19131 60000.00 59856.79
8.625 8.375 59.41 Condo 360 356 19951130 20251201 No Doc 466.67
1086275 MAYISOGL 721 MABIE STREET NEW MILFORD NJ 07646 145000.00 141942.52
7.750 7.500 59.18 Single Family 180 173 19950817 20100901 No Doc 1364.85
1086300 CHAZEN 5 ANDREA COURT MANALAPAN NJ 07726 283500.00 283336.89
8.750 8.500 75.00 Single Family 360 359 19960223 20260301 No Doc Plus 2230.30
1086854 WILSON 12800 TRAUTWEIN ROAD DRIPPING SPRINGS TX 78620 77900.00 77744.88
9.500 9.250 59.47 Single Family 360 356 19951129 20251201 No Doc 655.03
1086855 FELD 7480 N THORNWOOD ROAD TUCSON AZ 85741 113050.00 112655.87
7.875 7.625 70.00 Single Family 360 355 19951030 20251101 No Doc Plus 819.69
1086864 LARSON 868 TENDERFOOT DRIVE LARKSPUR CO 80118 192500.00 191583.51
8.875 8.625 70.00 Single Family 360 352 19950802 20250801 No Doc Plus 1531.62
1087250 CORRALES 6698 W NUEVA VISTA DRIVE TUCSON AZ 85743 87400.00 87076.64
8.500 8.250 68.93 Single Family 360 354 19950929 20251001 No Doc Plus 672.03
1087264 MIRANDA 1265 WEST ISLANDIA DRIVE GILBERT AZ 85233 135000.00 134113.73
8.750 8.500 58.70 Single Family 360 349 19950425 20250501 No Doc 1062.05
1087269 PAPPAS 341 STONEHILL ROAD FREEHOLD TOWNSHIP NJ 07728 180000.00 178054.27
8.875 8.625 60.00 Single Family 180 176 19951129 20101201 No Doc 1812.32
7577035 MORGAN 17 HORSESHOE LANE MULLICA HILL/HARRIS NJ 08062 250000.00 249680.06
8.250 8.000 69.82 Single Family 360 358 19960105 20260201 No Doc Plus 1878.17
7577248 AN 12180 STEVENS CREEK DRIVE ALPHARETTA GA 30202 161700.00 160273.23
7.875 7.625 69.92 Single Family 180 177 19960105 20110101 No Doc Plus 1533.64
7577256 ALLAHYAR 739 OAK LANE FRANKLIN LAKES NJ 07417 379000.00 373510.29
8.125 7.875 56.57 Single Family 180 175 19951017 20101101 No Doc 3649.32
7577312 ABBATO 114 COLONIAL DRIVE TINTON FALLS NJ 07712 117300.00 117157.36
8.500 8.250 53.32 Single Family 360 358 19960131 20260201 No Doc 901.94
7577334 PATAMIA 20 ELIZABETH AVENUE STANHOPE NJ 07874 90000.00 89699.46
9.000 8.750 46.15 Single Family 360 354 19950906 20251001 No Doc 724.16
7577337 MOCK 2153 E INTRACOASTAL SOUND JACKSONVILLE FL 32224 112000.00 111605.07
9.500 9.250 69.86 Single Family 360 353 19950901 20250901 No Doc Plus 941.76
7577371 TARVIN 4661 CHARDONNAY COURT DUNWOODY GA 30338 214050.00 213501.02
9.375 9.125 69.99 Single Family 360 355 19951020 20251101 No Doc Plus 1780.36
7577373 KRUPCALE 301 SILVERBERRY COURT CARY NC 27513 60000.00 59863.94
8.875 8.625 57.69 Town House 360 356 19951130 20251201 No Doc 477.39
7577384 GILES 167 CENTER STREET NEW MILFORD NJ 07646 65000.00 64837.57
9.500 9.250 44.83 Single Family 360 355 19951031 20251101 No Doc 546.56
7577462 RUIZ 1355 RICH LANE BUDA TX 78610 66000.00 65931.30
9.250 9.000 59.99 Single Family 360 358 19960131 20260201 No Doc 542.97
7577621 HINTON 11656 EAST CARIBOU DRIVE FRANKTOWN CO 80116 153300.00 152896.47
9.250 9.000 70.00 Single Family 360 355 19951027 20251101 No Doc Plus 1261.16
7577878 SCLAFANI 32 RIDGE STREET GREENWICH CT 06830 100000.00 98023.55
8.500 8.250 30.30 Single Family 180 173 19950829 20100901 No Doc 984.74
7577938 GREEN 2040 CHATTERTON AVENUE BRONX NY 10472 126000.00 125693.28
9.625 9.375 70.00 Single Family 360 355 19951020 20251101 No Doc Plus 1070.99
7577948 PLOSKI 539 CHAMBERLAIN STREET EAST MEADOW NY 11554 90000.00 88765.89
8.750 8.500 46.88 Single Family 180 175 19951024 20101101 No Doc 899.50
7577954 REILLY 26 ASTRO PLACE DIX HILLS NY 11746 201000.00 200456.99
9.125 8.875 47.18 Single Family 360 355 19951101 20251101 No Doc 1635.40
7577962 FERRARO 31 CEDAR WALK FAIR HARBOR NY 11734 200000.00 198437.88
9.250 9.000 58.65 Single Family 180 177 19951208 20110101 No Doc 2058.38
7577977 HAAKS 99 OLD KINGS HIGHWAY ACCORD NY 12404 91500.00 91190.53
8.500 8.250 60.00 Single Family 360 355 19951103 20251101 No Doc 703.56
7578024 BEVINS 42 ROBERT ROAD CORNWALL NY 12518 153500.00 152218.10
8.500 8.250 50.00 Single Family 180 177 19951218 20110101 No Doc 1511.58
7578037 ESTABROO 5 WESTWIND DRIVE METHUEN MA 01844 118700.00 118395.55
9.375 9.125 69.95 Single Family 360 355 19951019 20251101 No Doc Plus 987.29
7578038 CHOI 32 WOODFORD HILLS DRIVE AVON CT 06001 336000.00 335160.45
9.500 9.250 70.00 Single Family 360 355 19951027 20251101 No Doc Plus 2825.27
7578368 WHEELER 11229 BUNK FOSS ROAD SNOHOMISH WA 98290 110000.00 109547.18
8.750 8.500 48.25 Single Family 360 353 19950810 20250901 No Doc 865.37
7578601 TIMMONS 765 BAILEY BROOK CIRCLE HOOVER, AL 35244 80000.00 79612.48
8.625 8.375 57.18 Single Family 360 352 19950804 20250801 No Doc 622.23
7578604 ROQUE 48-50 RYAN PLACE WATERBURY CT 06704 86800.00 86559.36
9.000 8.750 49.98 Town House 360 355 19951030 20251101 No Doc 698.42
7578607 JONES 2 CREVELING ROAD BETHLEHEM NJ 08802 205000.00 204110.69
9.750 9.500 56.16 Single Family 360 351 19950630 20250701 No Doc 1761.27
7578611 ARENDALL 8717 SOUTHERN OAKS DRIVE DALLAS GA 30132 80000.00 79622.25
8.750 8.500 67.85 Single Family 360 352 19950728 20250801 No Doc Plus 629.36
7578622 DELEO 62 CHESTNUT STREET WARETOWN NJ 08758 68250.00 67310.01
8.750 8.500 70.00 Single Family 360 352 19950724 20250801 No Doc Plus 536.92
7578624 KHAMPHOU 6610 N. 2ND. STREET PHILADELPHIA PA 19126 65000.00 64771.46
8.750 8.500 61.32 Single Family 360 354 19950828 20251001 No Doc Plus 511.36
7578628 MASON 360 PENN ROAD WYNNE WOOD PA 19096 292000.00 290858.06
9.000 8.750 48.26 Single Family 360 353 19950803 20250901 No Doc 2349.50
7578630 CHOUDHUR 10 GARRETSON DRIVE FRANKLIN PARK NJ 08823 200000.00 197376.29
9.250 9.000 59.35 Single Family 180 175 19951031 20101101 No Doc 2058.39
3
<PAGE>
7578632 BROWNING 4635 PLANTERS TRACE LANE COLLIERVILLE TN 38017 141600.00 140922.81
8.875 8.625 48.00 Single Family 360 353 19950804 20250901 No Doc 1126.63
7578636 COPPOLEC 217 LEAP STREET EGG HARBOR TOWNSHIP NJ 08232 65000.00 64743.80
9.625 9.375 44.98 Single Family 360 352 19950728 20250801 No Doc 552.49
7578637 DEMPSEY 3060 SUMMIT LANE MONROE GA 30655 69150.00 68993.21
8.875 8.625 59.97 Single Family 360 356 19951110 20251201 No Doc 550.19
7578644 DIRENZO 12119 SUNSET POINTE CIRCLE WELLINGTON FL 33414 60000.00 59314.65
8.250 8.000 52.02 Single Family 180 176 19951130 20101201 No Doc 582.08
7578645 MONTILLO 47 CURTIS ROAD FRAMINGHAM MA 01701 99000.00 96631.88
7.875 7.625 68.28 Single Family 180 172 19950721 20100801 No Doc Plus 938.97
7578651 NUGENT 5101 LAKE CIRCLE PORTSMOUTH VA 23703 80500.00 80202.13
8.500 8.250 70.00 Single Family 360 354 19950914 20251001 No Doc Plus 618.98
7578659 BRANDT 5049 MARCHANT DRIVE NASHVILLE TN 37211 60900.00 60667.92
9.125 8.875 60.00 Single Family 360 353 19950818 20250901 No Doc 495.50
7578661 KELLY 17071 FOXTON DRIVE PARKER CO 80134 88000.00 87810.52
9.125 8.875 58.67 Single Family 360 356 19951130 20251201 No Doc 716.00
7578663 CLOW 189 MCMANE AVENUE BERKELEY HEIGHT TWP. NJ 07922 127400.00 126926.82
9.250 9.000 46.16 Single Family 360 353 19950823 20250901 No Doc 1048.09
7578667 RAK 15 GATESHEAD DRIVE MOUNT HOLLY NJ 08060 133000.00 132825.41
8.125 7.875 69.27 Single Family 360 358 19960129 20260201 No Doc Plus 987.52
7578669 KINKOPF 5809 LASKEY ROAD ROME OH 44085 62000.00 61724.51
8.375 8.125 69.98 Single Family 360 353 19950831 20250901 No Doc Plus 471.25
7578671 JAKIMOWI 95 HEDGEROW DRIVE MORRISVILLE PA 19067 85000.00 84650.06
8.750 8.500 62.96 Single Family 360 353 19950825 20250901 No Doc Plus 668.70
7578674 CREATINI 1785 COMMONWEALTH AVENUE NEWTON MA 02159 110000.00 108423.95
8.250 8.000 34.70 Single Family 180 175 19951018 20101101 No Doc 1067.16
7578679 CLARK 3676 HOFSTRA COURT DECATUR GA 30034 87000.00 86701.91
8.875 8.625 68.50 Single Family 360 354 19950928 20251001 No Doc Plus 692.21
7578680 DI MONTE 14 CLAREMONT AVENUE SOUTH RIVER BOROUGH NJ 08882 81200.00 80907.11
8.625 8.375 70.00 Single Family 360 354 19950929 20251001 No Doc Plus 631.57
7578682 VASSEGHI 4080 MONROE DRIVE KENNESAW GA 30144 60900.00 59669.92
8.250 8.000 70.00 Single Family 180 173 19950815 20100901 No Doc Plus 590.82
7578686 HEATHERB 54 ALBERT AVENUE ALDAN PA 19018 64200.00 63920.10
9.125 8.875 60.00 Town House 360 353 19950831 20250901 No Doc 522.35
7578687 FIEDLER 1423 STURDY OAK DRIVE PITTSBURGH PA 15220 78600.00 78301.68
8.375 8.125 60.00 Single Family 360 354 19950919 20251001 No Doc 597.42
7578696 POLITIS 24 S. NEW ARDMORE AVENU MARPLE TOWNSHIP PA 19008 140000.00 139393.55
8.500 8.250 70.00 Single Family 360 353 19950831 20250901 No Doc Plus 1076.48
7578697 LEE 12733 SHINNECOCK COURT JACKSONVILLE FL 32225 189000.00 188181.27
8.500 8.250 70.00 Single Family 360 353 19950821 20250901 No Doc Plus 1453.25
7578698 CHANDLEE 2412 BIMINI LANE FT. LAUDERDALE FL 33312 105000.00 104657.68
9.875 9.625 70.00 Single Family 360 353 19950831 20250901 No Doc Plus 911.77
7578706 STAUFFER 167 HEATHERWOOD DRIVE EPHRATA PA 17552 60600.00 60381.42
8.625 8.375 69.98 Town House 360 354 19950922 20251001 No Doc Plus 471.35
7578715 FISHER 1785 COLLINES AVENUE ATLANTA GA 30331 119650.00 119413.60
8.125 7.875 69.99 Single Family 360 357 19951215 20260101 No Doc Plus 888.40
7579007 DI CHI A 163 N ALBERT DRIVE CHANDLER AZ 85226 60000.00 58639.92
8.500 8.250 45.80 Single Family 180 172 19950725 20100801 No Doc 590.84
7579008 LOWE 1107 HEATHER DRIVE LOVELAND CO 80537 80000.00 79631.73
8.875 8.625 69.99 Single Family 360 352 19950731 20250801 No Doc Plus 636.52
7579010 DORMAN 613 WOODLAND AVENUE WEST ALLENHURST NJ 07711 60000.00 59804.41
9.875 9.625 27.52 Single Family 360 353 19950824 20250901 No Doc 521.01
7579018 LE 2309 GARDEN GATE COURT CHARLOTTE NC 28212 93250.00 92471.27
8.500 8.250 68.19 Single Family 180 177 19960105 20110101 No Doc Plus 918.27
7579025 PLASS 8312 FERDINAND LANE MIDLOTHIAN VA 23112 60000.00 59701.88
8.500 8.250 58.25 Single Family 360 352 19950719 20250801 No Doc 461.35
7579036 HERNANDE 151 MAPLEWOOD AVNUE HEMPSTEAD NY 11550 100000.00 98348.44
8.750 8.500 55.56 Single Family 180 174 19950929 20101001 No Doc 999.45
7579037 BORSKA 408 WASHINGTON L UPPER DUBLIN PA 19034 80000.00 79612.45
8.625 8.375 35.56 Single Family 360 353 19950815 20250901 No Doc 622.24
7579045 LIBERMAN 916 SANDSTONE DRIVE SOUTH WINDSOR CT 06074 65000.00 63902.68
8.500 8.250 45.45 Condo 180 174 19950908 20101001 No Doc 640.09
7579047 WNEK 815 WEST HENRY STREET LINDEN NJ 07036 99000.00 97043.25
8.500 8.250 69.72 Single Family 180 173 19950823 20100901 No Doc Plus 974.90
7579051 RAMADHAR 115-15 109TH AVE SOUTH OZONE PARK NY 11420 96000.00 95671.05
8.875 8.625 69.57 Single Family 360 354 19950920 20251001 No Doc Plus 763.82
7579056 THOMPSON 1401 MCCULLOCH BLVD. #17 LAKE HAVASU CITY AZ 86403 155000.00 154523.79
8.500 8.250 56.36 Condo 360 355 19951017 20251101 No Doc Plus 1191.82
7579060 MADDOLO 27 STRATFORD ROAD CLEMENTON NJ 08021 67000.00 66679.42
9.375 9.125 49.63 Single Family 360 353 19950825 20250901 No Doc 557.28
7579066 VALENTI 497 14TH STREET WEST BABYLON NY 11704 80000.00 79746.31
9.250 9.000 52.29 Single Family 360 354 19950921 20251001 No Doc 658.14
7579072 BJUR 340 PONDERILLA DRIVE POLSON MT 59860 77000.00 76688.00
9.250 9.000 70.00 Single Family 360 353 19950824 20250901 No Doc Plus 633.46
7579078 SEREMETI 12463 MENTZ DR. UNIT 7 ROMEO MI 48065 90000.00 88278.44
8.875 8.625 47.37 Single Family 180 173 19950809 20100901 No Doc 906.16
7579086 GREGORY 335 MAIN STREET LITTLE FERRY NJ 07643 110000.00 109623.09
8.875 8.625 55.00 Multi-Family 360 354 19950915 20251001 No Doc Plus 875.21
7579087 KRESS 340 APRIL SUN COURT WOODLAND PARK CO 80863 114100.00 113696.68
9.500 9.250 70.00 Single Family 360 353 19950807 20250901 No Doc Plus 959.41
7579092 GUEVARA 106 MORTHERN BLVD STATEN ISLAND NY 10301 170000.00 169563.97
9.375 9.125 68.55 Single Family 360 355 19951101 20251101 No Doc Plus 1413.98
7579097 AMICK 2007 RIO VISTA DRIVE LOUISVILLE KY 40207 167400.00 164197.86
8.875 8.625 61.54 Single Family 180 173 19950831 20100901 No Doc 1685.46
7579109 HACKETT 4 WILLETS DRIVE SYOSSET NY 11791 143500.00 143112.29
9.125 8.875 70.00 Single Family 360 355 19951006 20251101 No Doc Plus 1167.57
7579424 WICKS 454 JAMAICA CIRCLE WILLIS TX 77378 80550.00 79623.14
9.000 8.750 69.98 Single Family 360 354 19950913 20251001 No Doc Plus 648.13
4
<PAGE>
7579429 MACONOCH 60227 NEW HAVEN ROAD LENOX TWP MI 48048 86450.00 86153.00
9.625 9.375 70.00 Single Family 360 353 19950829 20250901 No Doc Plus 734.82
7579800 GALLAGHE 4402 DE FOREST STREET LAS VEGAS NV 89103 87500.00 77058.56
9.375 9.125 70.00 Single Family 360 352 19950720 20250801 No Doc Plus 727.78
7579816 HENDERSO 18923 NORTH 91ST WAY SCOTTSDALE AZ 85255 97000.00 95144.54
8.875 8.625 64.67 Single Family 180 173 19950901 20100901 No Doc Plus 976.64
7579823 EVERTS 7421 BELUCHE DRIVE GALVESTON TX 77551 105000.00 104511.46
8.875 8.625 70.00 Single Family 360 352 19950801 20250801 No Doc Plus 835.43
7579837 KUCHER 3723 WALNUT AVENUE CARMICHAEL CA 95608 88500.00 88102.96
9.000 8.750 52.52 Single Family 360 352 19950725 20250801 No Doc 712.09
7579853 NELMS 110 WENDY DRIVE LONGVIEW TX 75605 89600.00 89258.49
9.125 8.875 70.00 Single Family 360 353 19950815 20250901 No Doc Plus 729.02
7579857 CHILDERS 2917 MASON AVENUE LAS VEGAS NV 89102 105000.00 104610.04
9.250 9.000 70.00 Single Family 360 353 19950801 20250901 No Doc Plus 863.81
7579861 SMITH 3140 SKYVIEW LANE MARIETTA GA 30066 63600.00 63381.54
9.625 9.375 69.97 Single Family 360 353 19950830 20250901 No Doc Plus 540.59
7579869 MULLIGAN 2004 HIDDEN RANCH LOOP JACKSON WY 83001 185000.00 184312.92
9.250 9.000 64.91 Single Family 360 353 19950817 20250901 No Doc Plus 1521.95
7579872 SLEZAK 8542 WEST CALLE LEJOS PEORIA AZ 85382 153600.00 153072.38
9.625 9.375 69.98 Single Family 360 353 19950810 20250901 No Doc Plus 1305.58
7579874 BRATZ 5950 OLD FARM CIRCLE EAST COLORADO SPRINGS CO 80917 101500.00 101132.65
9.375 9.125 70.00 Single Family 360 353 19950828 20250901 No Doc Plus 844.23
7579876 MCINTYRE 15844 12TH AVENUE SW BURIEN WA 98166 84000.00 83662.96
8.875 8.625 60.00 Single Family 360 353 19950822 20250901 No Doc 668.34
7579878 SERWATKA 1354 BURLAND DRIVE BAILEY CO 80421 86800.00 86517.02
9.875 9.625 70.00 Single Family 360 353 19950817 20250901 No Doc Plus 753.73
7579882 MACGREGO 305 ASHBRIDGE ROAD ROSEMONT PA 19010 250000.00 249407.24
9.750 9.500 27.78 Single Family 360 355 19951026 20251101 No Doc 2147.89
7579891 SCHAFER 1287 NW CITY HEIGHTS DRIV BEND OR 97701 141000.00 140555.64
8.375 8.125 67.30 Single Family 360 355 19951016 20251101 No Doc Plus 1071.70
7580204 GARRO 325 THIEMARX TERRACE MONTGOMERY TWP NJ 08558 123000.00 121670.42
8.875 8.625 47.31 Single Family 180 176 19951121 20101201 No Doc 1238.42
7580209 BOBKO 93 IDOLSTONE LANE ABERDEEN NJ 07747 100000.00 99806.05
9.625 9.375 59.88 Single Family 360 356 19951103 20251201 No Doc 849.99
7627015 TUNG 246 TITUSVILLE ROAD POUGHKEEPSIE NY 12603 84000.00 82934.29
9.625 9.375 70.00 Single Family 180 175 19951020 20101101 No Doc Plus 883.50
7627038 GIUSTO 188 WOODWARD AVENUE RUTHERFORD NJ 07070 150000.00 149603.49
8.125 7.875 60.00 Single Family 360 356 19951121 20251201 No Doc 1113.75
7627047 WEIBRECH 1 TAMARACK DRIVE WOODCLIFF LAKE NJ 07675 192500.00 191993.26
9.250 9.000 50.00 Single Family 360 355 19951025 20251101 No Doc 1583.65
7627050 LAMONSOF 409 TRIPLE CROWN CIRCLE CLAYTON NC 27520 71890.00 71743.09
9.375 9.125 70.00 Single Family 360 356 19951116 20251201 No Doc Plus 597.94
7627055 CASEY 5026 SW 88TH TERRACE GAINESVILLE FL 32608 80000.00 79800.12
9.500 9.250 66.67 Single Family 360 355 19951030 20251101 No Doc Plus 672.68
7627098 BATISTA 729 CHERRY STREET NEW MILFORD NJ 07646 130000.00 129478.38
8.250 8.000 65.00 Single Family 360 355 19951024 20251101 No Doc Plus 976.65
7627099 KIRAGIS 4954 CIRCLE DRIVE MURRYSVILLE PA 15668 105000.00 104701.28
8.875 8.625 70.00 Single Family 360 355 19951020 20251101 No Doc Plus 835.43
7627102 LOCICERO 4355 IRIS BROOKE LANE LITHONIA GA 30058 89250.00 89002.55
9.000 8.750 70.00 Single Family 360 355 19951016 20251101 No Doc Plus 718.13
7627117 SMITH 58 NORMAL AVENUE MONTCLAIR NJ 07043 107500.00 107282.06
9.000 8.750 50.00 Single Family 360 357 19951214 20260101 No Doc 864.97
7627118 JABLONSK 16 NORWOOD AVENUE MONROE TOWNSHIP NJ 08884 64000.00 63817.94
8.875 8.625 47.76 Single Family 360 355 19951018 20251101 No Doc 509.21
7627128 WRIGHT 516 STERNER MILL ROAD FEASTERVILLE PA 19053 75400.00 74557.47
8.500 8.250 54.84 Single Family 180 176 19951107 20101201 No Doc 742.49
7627227 WINDUS 1500 PATRICIA STREET KEY WEST FL 33040 95000.00 94762.63
9.500 9.250 48.72 Multi-Family 360 355 19951025 20251101 No Doc 798.81
7627276 ALVEAR 50 PASSAIC AVENUE HAWTHORNE NJ 07506 77000.00 76802.49
9.375 9.125 70.00 Single Family 360 355 19951016 20251101 No Doc Plus 640.45
7627367 BENNSKY 39281 PERSIMMON CREEK ROAD MECHANICSVILLE MD 20659 133200.00 132769.43
8.250 8.000 69.97 Single Family 360 355 19951027 20251101 No Doc Plus 1000.69
7627565 XU 11320 WAGONFORD LANE CHARLOTTE NC 28273 88200.00 86977.18
8.625 8.375 70.00 Single Family 180 175 19951025 20101101 No Doc Plus 875.01
7627656 WOGAN 203 LABELLEVUE STREET MORGANTON NC 28655 122500.00 122169.05
9.125 8.875 70.00 Single Family 360 355 19951023 20251101 No Doc Plus 996.70
7627680 KANTANAS 17 PARKER COURT SAYREVILLE NJ 08879 140700.00 140357.51
9.625 9.375 70.00 Single Family 360 355 19951020 20251101 No Doc Plus 1195.94
7627755 MARTIN 311 E. LANDING DRIVE JEFFERSON NC 28640 95900.00 95676.85
8.750 8.500 59.97 Town House 360 356 19951110 20251201 No Doc Plus 754.45
7627805 VASILOPO 49 TREMONT DRIVE EAST HANOVER NJ 07936 252000.00 251471.37
9.250 9.000 60.00 Single Family 360 356 19951128 20251201 No Doc 2073.14
7627821 BURCH 105 TIDEWATCH DRIVE ST. AUGUSTINE FL 32084 144300.00 143946.60
8.500 8.250 64.85 Single Family 360 356 19951116 20251201 No Doc Plus 1109.54
7627946 MALIN 7 GLEN GARY DRIVE MENDHAM TOWNSHIP NJ 07945 160000.00 159587.65
8.250 8.000 43.24 Single Family 360 356 19951109 20251201 No Doc 1202.03
7627987 ADAMS 161 ROCKTOWN-LAMBERTVIL WEST AMWELL TOWNSHIP NJ 08530 165000.00 163073.52
8.000 7.750 60.00 Single Family 180 176 19951127 20101201 No Doc 1576.83
7628167 OAKES 503 HARBOURMASTER HILTON HEAD ISLAND SC 29926 60000.00 59846.10
9.375 9.125 60.00 Town House 360 355 19951020 20251101 No Doc Plus 499.05
7628241 FURNESS 61 WHERLI ROAD WASHINGTON TOWNSHIP NJ 07853 80000.00 78866.25
8.375 8.125 31.37 Single Family 180 175 19951023 20101101 No Doc 781.94
7628357 EISENBER 2100 BLUE SPRINGS RD WEST PALM BEACH FL 33411 83800.00 83698.10
8.500 8.250 69.95 Single Family 360 358 19960110 20260201 No Doc Plus 644.35
7628381 CONOVER 304 MONTGOMERY STREET HIGHLAND PARK NJ 08904 69000.00 68847.54
9.000 8.750 60.00 Single Family 360 356 19951122 20251201 No Doc 555.19
7628407 BURNS 1512 SUDBURY COURT OLD HICKORY TN 37138 108150.00 107911.04
9.000 8.750 70.00 Single Family 360 356 19951114 20251201 No Doc Plus 870.20
5
<PAGE>
7628522 SMILES 809 BILLMARK DRIVE WILMINGTON NC 28409 75200.00 63982.88
8.625 8.375 69.95 Single Family 180 175 19951027 20101101 No Doc Plus 746.04
7628548 ARCHAMBO 1030 BEVERLY LANE NEWTOWN SQUARE PA 19073 109000.00 108490.96
8.750 8.500 28.68 Single Family 240 237 19951221 20160101 No Doc 963.24
7628613 ROBINSON 1320 BAFFY LOOP CHESAPEAKE VA 23320 170000.00 169614.52
8.875 8.625 48.71 Single Family 360 356 19951113 20251201 No Doc 1352.60
7628647 NEAL 2221 BLACK HORSE DRIVE WARRINGTON PA 18976 107100.00 105937.61
8.750 8.500 70.00 Single Family 360 356 19951130 20251201 No Doc Plus 842.56
7628662 LAW 504 SOUTH MAIN STREET WAYNESVILLE NC 28786 69500.00 69264.48
9.000 8.750 37.98 Single Family 360 355 19951027 20251101 No Doc 559.21
7628753 BETANCOU 421 15TH STREET UNION CITY NJ 07087 80000.00 79096.16
8.375 8.125 51.61 Multi-Family 180 176 19951121 20101201 No Doc Plus 781.94
7628761 KIRBY 723 FEDERAL STREET BELCHERTOWN MA 01007 80000.00 78815.76
7.875 7.625 26.23 Single Family 180 175 19951027 20101101 No Doc 758.76
7628837 BARTLEY 364 MOUNT MILLS RD MONROE NJ 08831 120000.00 119932.73
8.875 8.625 60.00 Single Family 360 359 19960207 20260301 No Doc 954.77
7628910 LAMARCA 80 GIRARD AVENUE WEST LONG BRANCH NJ 07764 140000.00 139601.74
8.875 8.625 59.57 Single Family 360 355 19951031 20251101 No Doc 1113.90
7629009 ANDERSON 240 EAST RIVERIA STREET OCEAN GATE NJ 08740 100000.00 99457.47
8.750 8.500 50.00 Single Family 180 178 19960118 20110201 No Doc 999.45
7629033 LI 5122 MYRTLE LEAF DRIVE CENTREVILLE VA 22020 132100.00 130165.61
8.000 7.750 50.02 Single Family 180 175 19951026 20101101 No Doc 1262.42
7629074 IANNELLI 809 VIRGINIA STREET KEY WEST FL 33040 120000.00 119684.12
9.250 9.000 69.77 Single Family 360 355 19951030 20251101 No Doc Plus 987.21
7629199 DAUER 626 SPRUCE PLACE BRIELLE NJ 08730 192000.00 189565.60
8.750 8.500 60.00 Single Family 360 357 19951207 20260101 No Doc 1510.46
7629207 DISALVO 174 SHERRY STREET WOODBRIDGE NJ 07095 80000.00 80000.00
8.375 8.125 54.42 Single Family 360 360 19960325 20260401 No Doc 608.06
7629223 SCHNURR 808 RUNNYMEDE ROAD RALEIGH NC 27607 184100.00 183548.68
8.625 8.375 70.00 Single Family 360 355 19951016 20251101 No Doc Plus 1431.91
7629256 BARREIRI 430 NW 127TH AVENUE MIAMI FL 33182 290500.00 286560.21
8.875 8.625 70.00 Single Family 180 175 19951030 20101101 No Doc Plus 2924.88
7629348 CASSIDY 2125 MOUNTAIN VIEW DRIVE QUAKERTOWN PA 18951 188150.00 185827.99
8.750 8.500 57.71 Single Family 360 355 19951024 20251101 No Doc 1480.18
7629363 NOLL 4517 CHINQUOTEAQUE RALEIGH NC 27613 62300.00 62131.71
9.125 8.875 70.00 Town House 360 355 19951027 20251101 No Doc Plus 506.89
7629454 NATALE 3567 EL VERDADO COURT NAPLES FL 33999 99700.00 99700.00
8.375 8.125 69.96 Town House 180 180 19960325 20110401 No Doc Plus 974.49
7629488 MCCURDY 64 BARRINGTON DRIVE PALM COAST FL 32137 66200.00 66053.73
9.000 8.750 69.99 Single Family 360 356 19951130 20251201 No Doc Plus 532.66
7629512 PUTRIUS 1609 LEDGESTONE DRIVE BRANDON FL 33511 97900.00 97648.93
9.375 9.125 69.99 Single Family 360 355 19951031 20251101 No Doc Plus 814.28
7629520 DAPOLITO 2900 BUCKINGHAM ROAD DURHAM NC 27707 60000.00 59810.93
8.375 8.125 38.71 Single Family 360 355 19951025 20251101 No Doc 456.04
7629736 HUMPHRIE 4465 CLARK ROAD CROZET VA 22932 80000.00 79860.91
8.750 8.500 61.54 Single Family 360 357 19951219 20260101 No Doc Plus 629.36
7629769 TAFURI 206 KINDERKAMACK ROAD RIVER EDGE NJ 07661 82500.00 82331.41
9.375 9.125 50.00 Single Family 360 356 19951114 20251201 No Doc 686.19
7629900 DEERING 1884 DECCA LANE CHARLOTTESVILLE VA 22901 133000.00 132665.84
8.375 8.125 70.00 Single Family 360 356 19951120 20251201 No Doc Plus 1010.90
7629926 MCDOWELL 2902 JOHN YEAMEN ROAD WILMINGTON NC 28405 100000.00 99692.79
8.500 8.250 50.00 Single Family 360 355 19951031 20251101 No Doc 768.91
7629975 MONDEH 59 STEWART PLACE SOUTH ORANGE NJ 07079 99000.00 98827.89
8.750 8.500 60.00 Single Family 360 357 19951222 20260101 No Doc 778.83
7630015 RODRIGUE 273 ELM STREET KEARNY NJ 07032 93000.00 92248.82
8.875 8.625 50.00 Multi-Family 180 177 19951204 20110101 No Doc 936.36
7630072 LECROY 1909 VALEWOOD CIRCLE HOOVER AL 35244 115000.00 114932.10
8.625 8.375 48.12 Single Family 360 359 19960308 20260301 No Doc 894.46
7630122 WINTER, 1182 MOUNT AIRY ROAD DAVIDSONVILLE MD 21035 65000.00 64810.25
8.750 8.500 33.16 Single Family 360 355 19951026 20251101 No Doc 511.36
7630130 MENZEL 1728 PINE MOUNTAIN ROAD CHARLOTTE NC 28212 65000.00 63658.11
8.250 8.000 54.62 Single Family 360 355 19951027 20251101 No Doc 488.32
7630148 BENOIT 524 HARTFORD COURT SOUTH ORANGE NJ 07079 150000.00 147874.22
8.375 8.125 55.56 Single Family 180 175 19951023 20101101 No Doc 1466.14
7630155 BALDACHI 31 CARRS TAVERN ROAD MILLSTONE TOWNSHIP NJ 08510 100000.00 98832.46
8.000 7.750 38.46 Single Family 180 176 19951205 20101201 No Doc 955.65
7630163 ZIRKLE 12401 WILLOW FALLS DRIVE HERNDON VA 22070 190000.00 189510.34
8.250 8.000 66.26 Single Family 360 356 19951116 20251201 No Doc Plus 1427.41
7630189 FRAMULAR 6884 NW BROOKHAVEN AVENUE PORT ST. LUCIE FL 34983 75000.00 74087.81
8.875 8.625 60.00 Single Family 180 176 19951115 20101201 No Doc 755.13
7630205 KINCHELO 7509 PO RIVER DRIVE SPOTSYLVANIA VA 22553 85000.00 84751.87
8.750 8.500 50.00 Single Family 360 355 19951030 20251101 No Doc 668.70
7630213 WINDOM 235 BEACHLAND DRIVE ATLANTA GA 30342 132300.00 132043.41
9.625 9.375 70.00 Single Family 360 356 19951110 20251201 No Doc Plus 1124.54
7630247 KOCH 8 PITCAIRN AVENUE HOHOKUS NJ 07423 130900.00 130756.46
9.000 8.750 70.00 Single Family 360 358 19960103 20260201 No Doc Plus 1053.25
7630254 MAVER 2174 BLUE SPRINGS ROAD WEST PALM BEACH FL 33411 87300.00 87140.21
8.500 8.250 60.00 Town House 360 357 19951220 20260101 No Doc Plus 671.26
7630270 HUBER 652 HILLSDALE AVENUE HILLSDALE NJ 07642 90000.00 89801.14
9.000 8.750 50.00 Single Family 360 356 19951128 20251201 No Doc 724.16
7630296 YURKOVIC 18 OXFORD LANE MIDDLETOWN NJ 07748 88800.00 88615.47
7.875 7.625 58.61 Condo 360 357 19951228 20260101 No Doc Plus 643.86
7630304 SCALORA 27 DAYTON ROAD DENVILLE NJ 07834 87000.00 86831.27
9.625 9.375 60.00 Single Family 360 356 19951114 20251201 No Doc 739.49
7630320 BECHTOLD 115 BOOT ROAD NEWTOWN SQUARE PA 19073 100000.00 99773.27
8.875 8.625 35.71 Single Family 360 356 19951122 20251201 No Doc 795.64
7630379 FRECHMAN 8113 DOZIER PLACE BRENTWOOD TN 37027 129500.00 129140.95
9.000 8.750 70.00 Single Family 360 355 19951020 20251101 No Doc Plus 1041.99
6
<PAGE>
7630395 PAYNE 497 SE HATCHER STREET PALM BAY FL 32909 60000.00 59963.65
8.500 8.250 69.37 Single Family 360 359 19960227 20260301 No Doc Plus 461.35
7630460 PIORKOWS 1426 WESTWOOD LANE WYNNEWOOD PA 19096 94500.00 94231.46
8.500 8.250 70.00 Town House 360 356 19951108 20251201 No Doc Plus 726.62
7630494 PERKINS 2011 NORTH MONROE STREET ARLINGTON VA 22207 105000.00 104687.53
9.125 8.875 41.50 Single Family 360 356 19951117 20251201 No Doc 854.31
7630502 MURRAY 8 CACTUS WAY SOUTH BRUNSWICK NJ 08810 155000.00 154511.53
8.375 8.125 69.51 Single Family 360 355 19951026 20251101 No Doc Plus 1178.11
7630510 GARVEY 319 ALBANY STREET SADDLE BROOK NJ 07663 80000.00 79840.73
9.500 9.250 42.11 Single Family 360 356 19951110 20251201 No Doc 672.68
7630536 MCAULEY 309 E.DARK HOLLOW ROAD PIPERSVILLE PA 18947 322000.00 321395.38
8.375 8.125 70.00 Single Family 360 357 19951213 20260101 No Doc Plus 2447.43
7630593 LUISI 516 CRESTVIEW TERRACE POINT PLEASANT NJ 08742 67000.00 66798.75
8.250 8.000 49.63 Single Family 360 356 19951201 20251201 No Doc 503.35
7630627 EDWARDS 1821 FALLS CHURCH ROAD RALEIGH NC 27609 89400.00 89175.42
8.375 8.125 60.00 Town House 360 356 19951130 20251201 No Doc 679.50
7630635 SHERMAN 115 SPOONBILL COURT JUPITER FL 33458 140400.00 139990.17
8.750 8.500 69.98 Single Family 360 355 19951031 20251101 No Doc Plus 1104.53
7630809 GUO 1308 DUNCAN PLACE BRIGANTINE NJ 08203 69000.00 67557.64
9.000 8.750 60.00 Single Family 120 116 19951110 20051201 No Doc 874.06
7630924 MIRANDA 6700 SW 99 AVENUE MIAMI FL 33173 140000.00 138764.69
7.875 7.625 37.23 Single Family 180 177 19951204 20110101 No Doc 1327.83
7630932 PEREZ JR 15232 SW 144TH PLACE MIAMI FL 33177 85000.00 84807.26
8.875 8.625 65.38 Single Family 360 356 19951116 20251201 No Doc Plus 676.30
7630940 COLON 6981 NW 18TH COURT MARGATE FL 33063 103600.00 103305.27
8.875 8.625 70.00 Single Family 360 355 19951031 20251101 No Doc Plus 824.29
7630973 WUN 39 TOLKIEN PASSAGE MEDFORD NJ 08055 101600.00 100489.49
8.750 8.500 43.61 Single Family 180 176 19951201 20101201 No Doc 1015.44
7631492 STOCKMAN 322 LAGOON DRIVE SOUTH COPIAGUE NY 11726 0200000.00 198679.05
8.625 8.375 57.14 Single Family 360 355 19951030 20251101 No Doc 1555.58
7631567 MILTON 3102 EGER PLACE BRONX NY 10465 100000.00 99708.11
8.750 8.500 50.00 Single Family 360 355 19951025 20251101 No Doc 786.70
7631609 STOECKER 13 COOPER LANE EAST HAMPTON NY 11937 175000.00 174562.78
9.500 9.250 50.00 Single Family 360 355 19951017 20251101 No Doc 1471.49
7631625 GANGEMI 57 WEST GATE ROAD WAINSCOTT NY 11937 130000.00 128498.67
8.125 7.875 50.00 Single Family 180 176 19951114 20101201 No Doc 1251.75
7631666 KIM 1215 160TH STREET BEECHURST NY 11357 386000.00 385078.56
8.625 8.375 68.93 Single Family 360 356 19951107 20251201 No Doc Plus 3002.27
7631849 SCHOLNIC 96 WILSON ROAD BEDFORD MA 01730 153300.00 152852.53
8.750 8.500 70.00 Single Family 360 355 19951027 20251101 No Doc Plus 1206.01
7631898 KOSITS 26 LAKESIDE DRIVE KATONAH NY 10536 110000.00 109150.89
8.875 8.625 35.48 Single Family 240 235 19951027 20151101 No Doc 980.87
7631930 WUISCHPA 15 BRAEMER ROAD EAST SETAUKET NY 1173 3 200000.00 199686.55
9.250 9.000 30.30 Single Family 360 357 19951204 20260101 No Doc 1645.35
7631963 GROETSCH 27 SAINT MICHAELS TERRACARMEL NY 10512 70000.00 69919.16
8.750 8.500 46.67 Single Family 360 357 19951218 20260101 No Doc 550.69
7632029 BENARESH 37 OLD MIDDLETOWN ROAD NANUET NY 10954 85000.00 84781.99
9.375 9.125 62.96 Single Family 360 355 19951030 20251101 No Doc Plus 706.99
7632052 LOPEZ 1779 EAST 52ND STREET BROOKLYN NY 11234 68000.00 66558.78
8.750 8.500 40.48 Single Family 120 116 19951122 20051201 No Doc 852.22
7632177 NIKOULIN 11-02 UTICA TERRACE FAIR LAWN NJ 07410 97800.00 97514.55
8.750 8.500 59.82 Single Family 360 355 19951024 20251101 No Doc 769.39
7632417 COELHO 174 BEACON STREET ANDOVER MA 01810 80000.00 79810.34
9.750 9.500 45.71 Single Family 360 355 19951019 20251101 No Doc 687.32
7632425 MONTES 1935 GLEASON AVENUE BRONX NY 10472 93000.00 92829.78
8.500 8.250 60.00 Multi-Family 360 357 19960104 20260101 No Doc Plus 715.09
7632524 CROFTON 702 ILLINOIS ROAD WILMETTE IL 60091 125000.00 124744.51
9.375 9.125 43.10 Single Family 360 356 19951121 20251201 No Doc 1039.69
7632573 SPOSITO 484 TOPAZ LANE BARTLETT IL 60103 91200.00 90964.95
8.250 8.000 50.11 Single Family 360 356 19951109 20251201 No Doc 685.16
7632730 GIARRUSS 11 BOW AND ARROW TRAIL SOUTH KINGSTOWN RI 02879 75000.00 74957.96
8.875 8.625 62.50 Single Family 360 359 19960209 20260301 No Doc Plus 596.73
7632821 RUSSO 14 DEERWOOD DRIVE NEW CITY NY 10956 128800.00 128478.19
9.500 9.250 70.00 Single Family 360 355 19951101 20251101 No Doc Plus 1083.02
7632839 GEORGAQU 3 SEAL HARBOR ROAD #7 WINTHROP MA 02152 96000.00 94609.44
8.125 7.875 60.00 Condo 180 175 19951030 20101101 No Doc Plus 924.37
7633050 PETERSEN 6 SHORE AVENUE GROTON CT 06340 150000.00 149894.13
7.750 7.500 66.67 Single Family 360 359 19960229 20260301 No Doc Plus 1074.62
7633100 POMER 11 IRVING PLACE (SHERMA EAST LYME CT 06357 152500.00 152019.40
8.375 8.125 50.00 Single Family 360 355 19951020 20251101 No Doc 1159.11
7633126 MCDONAGH 16 PICKEREL LANE MONROE NY 10950 150000.00 149817.62
8.500 8.250 58.82 Single Family 360 358 19960102 20260201 No Doc 1153.37
7633142 YOON 32205 OLD FORGE FARMINGTON HILLS MI 48167 115500.00 115270.04
9.500 9.250 70.00 Single Family 360 356 19951107 20251201 No Doc Plus 971.19
7633159 KATRILIO 21 ALLANVIEW DRIVE BATAVIA NY 14020 133700.00 129356.00
9.375 9.125 70.00 Single Family 360 356 19951120 20251201 No Doc Plus 1112.05
7633324 PHILLIPS 3300 SECOND STREET OCEANSIDE NY 11572 114000.00 113821.33
9.250 9.000 60.00 Single Family 360 357 19951221 20260101 No Doc 937.85
7633365 SUN 452 HIGHLAND AVENUE WINCHESTER MA 01890 108000.00 107773.44
9.250 9.000 60.00 Single Family 360 356 19951115 20251201 No Doc 888.49
7633415 PEACE 406 HAWLEY ROAD NORTH SALEM NY 10560 114600.00 114321.05
9.625 9.375 60.00 Single Family 360 355 19951101 20251101 No Doc 974.09
7633423 SIWINSKI 833 POLK DYER IN 46311 82000.00 81804.25
8.625 8.375 67.49 Single Family 360 356 19951117 20251201 No Doc Plus 637.79
7633522 ABDOU 28841 BELLA VISTA FARMINGTON HILLS MI 48334 72000.00 71864.81
8.375 8.125 49.32 Single Family 360 357 19951213 20260101 No Doc 547.25
7633530 RAMIREZ 519 COUNTRY CLUB LANE POMONA NY 10970 60000.00 59883.65
9.625 9.375 46.15 Condo 360 356 19951116 20251201 No Doc 509.99
7
<PAGE>
7633555 PAGNANEL 88 CAMBRIDGE AVENUE GARDEN CITY NY 11536 130000.00 129762.05
8.500 8.250 59.09 Single Family 360 357 19951211 20260101 No Doc 999.59
7633589 FAINMAN 26 CHERRY CREEK DRIVE OLD BRIDGE NJ 08857 116000.00 115009.65
8.250 8.000 65.91 Single Family 180 177 19951212 20110101 No Doc Plus 1125.36
7633597 CALILUNG 1051 CHAPEL CREEK TRAIL NEW ALBANY IN 47150 60000.00 59824.86
8.750 8.500 32.43 Single Family 360 355 19951031 20251101 No Doc 472.02
7633670 LITZINGE 20 BEVERLY DRIVE ANGOLA NY 14006 66000.00 65896.55
9.250 9.000 68.04 Single Family 360 357 19951208 20260101 No Doc Plus 542.97
7633746 CLARIZIO 722 150TH STREET WHITESTONE NY 11357 234000.00 231267.91
8.000 7.750 60.00 Single Family 180 176 19951117 20101201 No Doc 2236.23
7633779 WALTER 57 OLD ORCHARD ROAD SHERBORN MA 01770 125000.00 123678.50
9.125 8.875 29.76 Single Family 180 176 19951108 20101201 No Doc 1277.15
7633795 COCCIARD 49 STAGE COACH PASS EAST FISHKILL NY 12582 120000.00 119806.96
9.125 8.875 50.00 Single Family 360 357 19951214 20260101 No Doc 976.36
7633803 LEROY 8 RANGER PATH EAST HAMPTON NY 11937 100000.00 99834.91
9.000 8.750 55.87 Single Family 360 357 19951212 20260101 No Doc 804.62
7633811 LIMA 98 GOLDEN HILL ROAD DANBURY CT 06811 108000.00 107742.20
8.625 8.375 60.34 Multi-Family 360 356 19951122 20251201 No Doc Plus 840.01
7633829 LOBATO 11 WOODLANDS PLACE WHITE PLAINS NY 10606 125000.00 124751.12
9.500 9.250 50.00 Multi-Family 360 356 19951121 20251201 No Doc 1051.07
7633993 MARTINSE 4320 N 145TH STREET BROOKFIELD WI 53005 95000.00 94810.85
9.500 9.250 64.67 Single Family 360 356 19951110 20251201 No Doc Plus 798.81
7634041 BENTLEY 280 KINGS POINT ROAD EAST HAMPTON NY 11937 93000.00 92804.89
9.250 9.000 50.00 Single Family 360 356 19951110 20251201 No Doc 765.09
7634090 SABRI 4960 CHADBOURNE STERLING HEIGHTS MI 48310 87000.00 86817.48
9.250 9.000 63.27 Single Family 360 356 19951201 20251201 No Doc Plus 715.73
7634140 RUBIN 54 FOUNTAIN AVENUE ROCKVILLE CENTRE NY 11570 150000.00 149739.21
8.750 8.500 46.15 Single Family 360 357 19951206 20260101 No Doc 1180.05
7634157 FLEYSHMA 45 ALDER COURT MARLBORO NJ 07746 322800.00 322267.07
9.000 8.750 60.00 Single Family 360 357 19951211 20260101 No Doc 2597.32
7634256 PATEL 43 VALLEY VIEW DRIVE WALLINGFORD CT 06492 184100.00 181926.96
7.875 7.625 70.00 Single Family 180 176 19951116 20101201 No Doc Plus 1746.10
7634272 MATERO J 83-23 267TH STREET FLORAL PARK NY 11001 90000.00 89896.06
8.750 8.500 40.91 Single Family 360 358 19960112 20260201 No Doc 708.03
7634496 SMITH 9 HOLLY AVENUE FLORIDA NY 10921 85050.00 84951.78
8.750 8.500 70.00 Single Family 360 358 19960130 20260201 No Doc Plus 669.09
7634504 SNOWDEN- 5 HAYWARD ROAD CENTERVILLE MA 02632 425000.00 423959.16
8.500 8.250 44.74 Single Family 360 356 19951129 20251201 No Doc 3267.88
7634520 VAN GURP 131 LONG HILL CROSS ROAD SHELTON CT 06484 63000.00 62929.10
8.875 8.625 70.00 Single Family 360 358 19960201 20260201 No Doc Plus 501.26
7634595 FIRESTON 2 FROST POND ROAD GREENLAWN NY 11740 138000.00 137740.88
8.375 8.125 60.00 Single Family 360 357 19951208 20260101 No Doc 1048.90
7634652 YU 4816 NATHAN WEST STERLING HEIGHTS MI 48310 91000.00 90197.05
7.875 7.625 70.00 Single Family 180 177 19951208 20110101 No Doc Plus 863.09
7634660 WU 24275 HAMPTON HILL NOVI MI 48375 87500.00 87321.17
9.375 9.125 70.00 Single Family 360 356 19951201 20251201 No Doc Plus 727.78
7634876 DORNELES 71 HARMON AVENUE PELHAM NY 10803 195000.00 193371.55
8.500 8.250 47.56 Single Family 180 177 19951215 20110101 No Doc 1920.24
7634892 BRAUN 511 GRISWOLD STREET GLASTONBURY CT 06033 119000.00 118770.78
8.250 8.000 70.00 Single Family 360 357 19951222 20260101 No Doc Plus 894.01
7634900 LABEDZ 179 FRANZEN STREET BENSENVILLE IL 60106 70000.00 69408.92
8.375 8.125 45.31 Single Family 180 177 19951221 20110101 No Doc 684.20
7634918 NEARY 73 CONANT STREET DANVERS MA 01923 80000.00 79907.61
8.750 8.500 45.71 Single Family 360 358 19960119 20260201 No Doc 629.36
7635808 FRAZIER 4853 FOUNTAIN STREET BOULDER CO 80304 229250.00 228580.83
8.750 8.500 69.99 Single Family 360 355 19951016 20251101 No Doc Plus 1803.51
7635816 BUCHHORN 855 S MCCOY DRIVE PUEBLO WEST CO 81007 63050.00 62815.17
9.625 9.375 69.98 Single Family 360 355 19951016 20251101 No Doc Plus 535.92
7635881 CHILDS 5965 E ORANGE BLOSSOM LANE PHOENIX AZ 85018 175000.00 174514.82
9.000 8.750 47.30 Single Family 360 355 19951025 20251101 No Doc 1408.09
7636079 BOLLINGE 1106 PAYNE AVENUE AUSTIN TX 78757 90000.00 89587.67
8.750 8.500 60.00 Multi-Family 360 356 19951115 20251201 No Doc Plus 708.03
7636103 HAMILTON 9205 SUMMERHILL COVE AUSTIN TX 78759 100200.00 99889.24
9.000 8.750 60.00 Single Family 360 355 19951019 20251101 No Doc 806.23
7636129 ROGERS 906 BISON TRAIL DALLAS TX 75208 60000.00 59820.34
8.625 8.375 52.86 Single Family 360 355 19951024 20251101 No Doc 466.67
7636152 MULL 4000 SUNFLOWER LANE PLANO TX 75024 60000.00 59829.29
8.875 8.625 25.32 Single Family 360 355 19951030 20251101 No Doc 477.39
7636186 SCHWIER 183 MEADOW DRIVE DILLON CO 80435 65000.00 64892.70
9.000 8.750 56.52 Single Family 360 357 19960102 20260101 No Doc 523.00
7636194 SPEAIRS 7705 LAKE HIGHLAND DRIVE FORT WORTH TX 76179 154000.00 151371.83
8.375 8.125 70.00 Single Family 180 174 19950929 20101001 No Doc Plus 1505.24
7636350 BURGMAN 312 RIDGECREST RD. GEORGETOWN TX 78628 102200.00 101923.92
9.125 8.875 70.00 Single Family 360 355 19951026 20251101 No Doc Plus 831.53
7636368 ROUSH, J 3393 PRESTON HILLS CIRCLE PROSPER TX 75078 178500.00 177992.18
8.875 8.625 70.00 Single Family 360 355 19951013 20251101 No Doc Plus 1420.23
7636392 DALLA-BO 2039 EAST EAST VILLAIRE A SALT LAKE CITY UT 84121 90900.00 90654.44
9.125 8.875 69.98 Single Family 360 355 19951030 20251101 No Doc Plus 739.59
7636434 OWENS 12802S 132ND STREET GILBERT AZ 85233 105000.00 104737.62
9.500 9.250 70.00 Single Family 360 355 19951030 20251101 No Doc Plus 882.90
7636491 SINGLEY 1701 SYLVAN DRIVE PRESCOTT AZ 86301 119500.00 119193.52
9.375 9.125 28.12 Single Family 360 355 19951010 20251101 No Doc 993.94
7636541 NANCE 3408 OAKLEAF LANE RICHARDSON TX 75082 150000.00 148331.81
7.750 7.500 47.97 Single Family 120 118 19960207 20060201 No Doc 1800.16
7636582 ALTAMIRA 6616 WHITEMARSH VALLEY WA AUSTIN TX 78746 149400.00 149304.74
8.250 8.000 59.90 Single Family 360 359 19960209 20260301 No Doc 1122.39
7636608 BOOTHE 16 STONEY BROOK DRIVE CEDAR CREEK TX 78612 65000.00 64863.64
9.250 9.000 61.90 Single Family 360 356 19951116 20251201 No Doc Plus 534.74
8
<PAGE>
7636616 LINNENBR 609 COMMODORE DRIVE WASHINGTON MO 63090 82800.00 82570.43
9.000 8.750 69.98 Single Family 360 355 19951017 20251101 No Doc Plus 666.23
7636624 SELF 1907 HONEYBEE LANE LEANDER TX 78641 90600.00 90383.72
8.625 8.375 69.99 Single Family 360 356 19951121 20251201 No Doc Plus 704.68
7636681 AMES 6199 S CHAMPIONSHIP DRIVE CHANDLER AZ 85249 80750.00 80520.29
8.875 8.625 49.99 Single Family 360 355 19951020 20251101 No Doc 642.48
7636699 BARKLEY 2449 S UTICA STREET DENVER CO 80219 87000.00 86770.97
9.250 9.000 64.93 Single Family 360 355 19951026 20251101 No Doc Plus 715.73
7636707 GEISEL 19029S HIGHWAY 119 ROLLINSVILLE CO 80474 114700.00 114398.07
9.250 9.000 69.97 Single Family 360 355 19951102 20251101 No Doc Plus 943.61
7636715 MCDONOUG 634 W SCOTT AVENUE GILBERT AZ 85233 88400.00 88204.66
9.000 8.750 68.00 Single Family 360 356 19951128 20251201 No Doc Plus 711.29
7636749 GARAY 4713 JAMES DRIVE METAIRIE LA 70003 105000.00 104737.62
9.500 9.250 60.00 Single Family 360 355 19951025 20251101 No Doc 882.90
7636756 MARTENSO 9102 W MARSHALL AVENUE GLENDALE AZ 85305 115000.00 114689.30
9.125 8.875 50.00 Single Family 360 355 19951025 20251101 No Doc 935.68
7636764 ZIEM 3080 WOODVIEW COURT COLORADO SPRINGS CO 80918 103250.00 101849.69
8.875 8.625 70.00 Single Family 180 175 19951027 20101101 No Doc Plus 1039.57
7636772 HALLER 1426 N BLUE MARLIN DRIVE GILBERT AZ 85234 78800.00 78526.13
9.000 8.750 59.70 Single Family 360 355 19951102 20251101 No Doc 634.04
7636780 PRYOR 1409 BISHOP LANE ALEXANDRIA VA 22302 225000.00 221880.52
8.625 8.375 40.91 Single Family 180 175 19951025 20101101 No Doc 2232.18
7636863 QUATROY 4608 LORINO STREET METAIRIE LA 70006 92750.00 92565.35
9.500 9.250 70.00 Single Family 360 356 19951116 20251201 No Doc Plus 779.89
7636897 NORRIS 12800 COMANCHE ROAD N.E. # ALBUQUERQUE NM 87111 97650.00 97379.31
9.000 8.750 69.91 Single Family 360 355 19951020 20251101 No Doc Plus 785.71
7636905 PENG 4612 LAKE BORGNE AVENUE METAIRIE LA 70006 140400.00 138516.81
9.000 8.750 60.00 Single Family 180 175 19951031 20101101 No Doc 1424.03
7636913 MUELLER 2150 EDGEWOOD DRIVE SEDONA AZ 86336 107000.00 105532.76
8.750 8.500 58.95 Single Family 180 175 19951030 20101101 No Doc 1069.41
7636947 ENNESSER 19003 RIDGE TRAIL LANE HOUSTON TX 77084 83300.00 83044.10
8.500 8.250 69.88 Single Family 360 355 19951013 20251101 No Doc Plus 640.50
7637028 CEAL 5011 E ELENA AVE MESA AZ 85206 73500.00 73290.89
8.875 8.625 70.00 Single Family 360 355 19951019 20251101 No Doc Plus 584.80
7637036 MCMULLAN 4831 E FANFOL DRIVE PARADISE VALLEY AZ 85253 113200.00 112909.68
9.375 9.125 31.44 Single Family 360 355 19951023 20251101 No Doc 941.54
7637044 PANDORF 1012 CAMINO ANASAZI SANTA FE NM 87501 109200.00 108889.36
8.875 8.625 70.00 Single Family 360 355 19951019 20251101 No Doc Plus 868.84
7637085 PERKY 412 WEST DICKERSON STREE BOZEMAN MT 59715 100100.00 99849.87
9.500 9.250 70.00 Single Family 360 355 19951031 20251101 No Doc Plus 841.70
7637101 SEE 11696 UTE HIGHWAY LONGMONT CO 80501 105700.00 105435.92
9.500 9.250 69.08 Single Family 360 355 19951031 20251101 No Doc Plus 888.78
7637127 ANDERSON 10 EAST 1700 SOUTH BOUNTIFUL UT 84010 86100.00 85771.83
9.250 9.000 70.00 Single Family 360 355 19951030 20251101 No Doc Plus 708.32
7637143 DESMOND 2408 CREEK BEND CIRCLE ROUND ROCK TX 78681 60200.00 60052.56
8.500 8.250 70.00 Single Family 360 356 19951115 20251201 No Doc Plus 462.89
7637168 PANTEL, 3610 CYPRESSDALE DRIVE SPRING TX 77388 71500.00 71337.87
8.875 8.625 59.83 Single Family 360 356 19951130 20251201 No Doc 568.89
7637226 ELLIS 9227 STATE WALK CIRCLE HOUSTON TX 77064 85800.00 85539.13
9.625 9.375 60.00 Single Family 360 355 19951030 20251101 No Doc 729.29
7637267 MIGLIO 115 DRESDEN WOOD DRIVE BERGHEIM TX 78004 93100.00 92877.76
8.625 8.375 70.00 Single Family 360 356 19951130 20251201 No Doc Plus 724.12
7637291 WILBER 93 WHISPERING PINES DRIOURAY CO 81427 100000.00 97021.91
8.000 7.750 43.48 Single Family 180 175 19951103 20101101 No Doc 955.65
7637309 MITCHELL 254 S 5TH STREET LASALLE CO 80645 70000.00 69805.90
9.000 8.750 63.64 Single Family 360 355 19951030 20251101 No Doc Plus 563.24
7637325 SCHNEIDE 6623 SOUTH SOLADO PLACE GOLD CANYON AZ 85219 60000.00 59850.09
9.500 9.250 46.00 Single Family 360 355 19951030 20251101 No Doc 504.51
7637341 SCOTT, J 4676 PARNELL LANE PLANO TX 75024 75000.00 74686.66
8.875 8.625 59.53 Single Family 360 355 19951025 20251101 No Doc 596.73
7637358 IRRGANG 2816 E DESERT COVE AVENUE PHOENIX AZ 85028 63000.00 62834.13
9.250 9.000 70.00 Single Family 360 355 19951027 20251101 No Doc Plus 518.29
7637366 GEORGE 704 AMANDA LANE CLEBURNE TX 76031 79450.00 79274.46
9.000 8.750 70.00 Single Family 360 356 19951114 20251201 No Doc Plus 639.27
7637374 TAGLIALA 23 TREASURE ISLE SLIDELL LA 70461 110000.00 109731.67
8.875 8.625 49.33 Single Family 360 357 19951229 20260101 No Doc 875.21
7637382 DITTUS 7605 PEABODY DRIVE AUSTIN TX 78729 66800.00 66644.56
8.750 8.500 69.97 Single Family 360 356 19951103 20251201 No Doc Plus 525.52
17637499 CARRILLO 110 SUNRISE DRIVE SAN ANTONIO TX 78228 91000.00 89643.93
8.250 8.000 70.00 Single Family 180 175 19951106 20101101 No Doc Plus 882.83
7637531 HALL 2869 CLIFF PALACE SANTA FE NM 87505 157500.00 157142.87
8.875 8.625 70.00 Single Family 360 356 19951103 20251201 No Doc Plus 1253.14
7637572 BROCK 136 SOUTHWOOD DRIVE GRETNA LA 70056 68000.00 67864.61
9.500 9.250 59.13 Single Family 360 356 19951103 20251201 No Doc 571.78
7637580 WEINBERG 9930 EL MONTE OVERLAND PARK KS 66207 99750.00 99551.41
9.500 9.250 70.00 Single Family 360 356 19951122 20251201 No Doc Plus 838.75
7637598 RUSSELL 128 SOUTH LINCOLN STREET SALT LAKE CITY UT 84102 88900.00 88671.97
9.375 9.125 70.00 Single Family 360 355 19951031 20251101 No Doc Plus 739.43
7637606 AYCOCK 219 W HARMONT DRIVE PHOENIX AZ 85021 76000.00 74938.57
8.375 8.125 63.33 Single Family 180 176 19951110 20101201 No Doc Plus 742.84
7637614 STEIN 1805 RIVER RD. ALMA CO 80420 143500.00 143198.96
9.250 9.000 70.00 Single Family 360 356 19951107 20251201 No Doc Plus 1180.54
7637622 BOWEN 63 S VANCE COURT LAKEWOOD CO 80226 75000.00 74816.30
8.500 8.250 59.52 Single Family 360 356 19951121 20251201 No Doc 576.69
7637648 VERCHER 8862 E SHEENA DRIVE SCOTTSDALE AZ 85260 70000.00 69837.14
8.750 8.500 44.44 Single Family 360 356 19951117 20251201 No Doc 550.69
7637663 RICHTER 403 WEST WALNUT STREET PFLUGERVILLE TX 78660 13400.00 111967.71
8.750 8.500 70.00 Single Family 360 355 19951027 20251101 No Doc Plus 892.12
9
<PAGE>
7637671 DEVER 22 MAJORCA DRIVE HOT SPRINGS VILLAGE AR 71909 85400.00 85220.87
9.250 9.000 70.00 Town House 360 356 19951106 20251201 No Doc Plus 702.56
7637689 SINDELAR 609 WOODBINE DRIVE PAPILLION NE 68128 92000.00 91816.81
9.500 9.250 55.76 Single Family 360 356 19951127 20251201 No Doc 773.59
7637713 KIM 515 EAST 2950 NORTH PROVO UT 84604 79800.00 79650.15
8.375 8.125 60.00 Single Family 360 357 19951207 20260101 No Doc 606.54
7637754 ROMNEY 420 EAST 300 SOUTH HYRUM UT 84319 106750.00 106514.15
9.000 8.750 70.00 Single Family 360 356 19951114 20251201 No Doc Plus 858.93
7637762 KIM 10801 COBBLESTONE DRIVE BENBROOK TX 76126 75350.00 75179.14
8.875 8.625 69.98 Single Family 360 356 19951110 20251201 No Doc Plus 599.52
7637853 EDWARDS 608 SILVER CREEK CIRCLE DESOTO TX 75115 120000.00 119706.10
8.500 8.250 69.46 Single Family 360 356 19951110 20251201 No Doc Plus 922.70
7637887 ROBINSON 2906 EAST 80TH PLACE SOUT TULSA OK 74136 60000.00 59853.04
8.500 8.250 69.77 Single Family 360 356 19951129 20251201 No Doc Plus 461.35
7637895 FRAUSTO 100 CAS HILLS DRIVE SAN ANTONIO TX 78213 126000.00 124388.77
9.125 8.875 60.00 Single Family 180 176 19951120 20101201 No Doc 1287.36
7637903 DANG 1 2138 W COAL MINE DRIVE LITTLETON CO 80127 110000.00 108259.26
8.000 7.750 66.07 Single Family 180 177 19951207 20110101 No Doc Plus 1051.22
7637929 HIRSCHI 4998 SOUTH 950 EAST SOUTH OGDEN UT 84405 119000.00 118756.80
9.375 9.125 70.00 Single Family 360 356 19951127 20251201 No Doc Plus 989.78
7637960 DOE 2855 W CALLE ARANDAS TUCSON AZ 85745 89250.00 89002.55
9.000 8.750 70.00 Single Family 360 355 19951103 20251101 No Doc Plus 718.13
7637978 TEGTMEIE 843 MARKUS ROAD WOODLAND PARK CO 80863 80400.00 80226.90
9.125 8.875 69.97 Single Family 360 356 19951120 20251201 No Doc Plus 654.16
7637994 NHIN 10404 BISHOP'S GATE OKLAHOMA CITY OK 73162 98000.00 96904.95
8.500 8.250 70.00 Single Family 180 176 19951130 20101201 No Doc Plus 965.04
7638000 BELL 156 MEADOW DRIVE DILLON CO 80435 124250.00 124002.62
9.500 9.250 70.00 Single Family 360 356 19951120 20251201 No Doc Plus 1044.76
7638026 KIM 7948 E WAVERLY STREET TUCSON AZ 85715 80000.00 79055.72
7.875 7.625 52.63 Single Family 180 176 19951127 20101201 No Doc 758.76
7638075 TSENG 5328 GATESWORTH LANE DALLAS TX 75287 135600.00 134033.66
8.625 8.375 60.00 Single Family 180 176 19951201 20101201 No Doc 1345.26
7638117 COLLINS 2204 CASTLEWOOD TRAIL LEANDER TX 78641 60000.00 59863.94
8.875 8.625 63.16 Single Family 360 356 19951128 20251201 No Doc Plus 477.39
7638182 MALVERN 59 PLUM COURT LAKE JACKSON TX 77566 117250.00 116984.16
8.875 8.625 70.00 Single Family 360 356 19951127 20251201 No Doc Plus 932.89
7638190 BATTEN 7420 LADY SUZANNE'S COURT AUSTIN TX 78729 87000.00 86775.80
8.250 8.000 69.99 Single Family 360 356 19951121 20251201 No Doc Plus 653.60
7638224 BLACK 540 PALOMINO CHINO VALLEY AZ 86323 87500.00 86500.52
8.250 8.000 70.00 Single Family 180 176 19951204 20101201 No Doc Plus 848.87
7638240 SIMPSON 1930 E EAST 6400 SOUTH SALT LAKE CITY UT 84121 96700.00 96552.36
9.375 9.125 59.99 Single Family 360 357 19951208 20260101 No Doc 804.30
7638364 SCHMIDT 1133 HOLLY AVENUE LONGMONT CO 80501 77300.00 77154.84
8.375 8.125 59.95 Single Family 360 357 19960103 20260101 No Doc 587.54
7638422 DE LA TO 1911 ORANGE BLOSSOM DR LAREDO TX 78045 58550.00 58515.43
8.625 8.375 68.26 Single Family 360 359 19960220 20260301 No Doc Plus 455.40
7638455 BARNETT 4426 E MONTE CRISTO AVE. PHOENIX AZ 85032 108400.00 108147.80
8.750 8.500 69.98 Single Family 360 356 19951205 20251201 No Doc Plus 852.78
7638489 HOLLER 622 RANCHITOS ROAD NW ALBUQUERQUE NM 87114 64400.00 64238.19
8.375 8.125 70.00 Single Family 360 356 19951122 20251201 No Doc Plus 489.49
7638513 FODDE-CR 170 ARLINGTON PLACE #E-3 EDWARDS CO 81632 144900.00 144545.11
8.500 8.250 70.00 Town House 360 356 19951201 20251201 No Doc Plus 1114.16
7638638 TUCKER 4000 HILLSIDE DRIVE ROUND ROCK TX 78681 60000.00 59892.98
8.625 8.375 69.97 Single Family 360 357 19951215 20260101 No Doc Plus 466.67
7638711 SANCHEZ 301 N. LAKE HILLS DRIVE AUSTIN TX 78733 100100.00 99930.40
8.875 8.625 70.00 Single Family 360 357 19951221 20260101 No Doc Plus 796.44
7638802 BAE 6221 ST. DENIS STREET CORPUS CHRISTI TX 78414 103600.00 102725.22
8.375 8.125 70.00 Single Family 180 177 19951222 20110101 No Doc Plus 1012.61
7638836 DIEP 16801 TOMCAT DRIVE ROUND ROCK TX 78681 100700.00 100574.39
8.375 8.125 69.99 Single Family 360 358 19960102 20260201 No Doc Plus 765.39
7638851 STEWART 14925 CORDERO DRIVE AUSTIN TX 78717 143500.00 143325.52
8.500 8.250 67.11 Single Family 360 358 19960119 20260201 No Doc Plus 1103.39
7638893 SKINNER 15206 FLAMINGO DRIVE NORTH AUSTIN TX 78734 67550.00 67481.50
9.375 9.125 70.00 Single Family 360 358 19960104 20260201 No Doc Plus 561.85
7638901 WALLS 4128 TIMBER TRAIL DRIVE ARLINGTON TX 76016 118050.00 116973.71
7.500 7.250 69.98 Single Family 180 177 19951218 20110101 No Doc Plus 1094.34
7638927 SIMPSON 6506 E IRONWOOD DRIVE PARADISE VALLEY AZ 85253 283450.00 281082.90
8.500 8.250 51.54 Single Family 180 177 19951228 20110101 No Doc 2791.24
7638943 LEEDY 1541 ARABIAN AVENUE RIFLE CO 81650 84000.00 83549.34
8.875 8.625 70.00 Single Family 180 177 19951214 20110101 No Doc Plus 845.75
7638950 LIRA 426 MISSION STREET SAN ANTONIO TX 78210 82350.00 82247.27
8.375 8.125 60.00 Single Family 360 358 19960130 20260201 No Doc 625.92
7638976 LEUNG 3332 JASON LANE GRETNA LA 70056 84000.00 83846.25
8.500 8.250 60.00 Single Family 360 357 19951222 20260101 No Doc 645.89
7639024 BLOSSER 1713 BEL AIR DRIVE CARROLLTON TX 75007 91000.00 90837.66
8.625 8.375 70.00 Single Family 360 357 19951215 20260101 No Doc Plus 707.79
7639065 DODD 5101 MEMORY LN EL PASO TX 79932 102900.00 102547.40
8.875 8.625 70.00 Single Family 360 354 19950911 20251001 No Doc Plus 818.72
7639099 SNEAD 7208 W WESTCOTT DR. GLENDALE AZ 85308 117600.00 117207.25
9.000 8.750 70.00 Single Family 360 354 19950912 20251001 No Doc Plus 946.24
7639115 PIZZUTO 3223 E ORAIBI DR. PHOENIX AZ 85024 96350.00 95984.33
8.375 8.125 70.00 Single Family 360 354 19950929 20251001 No Doc Plus 732.33
7639123 ALI 9416 LIGHTWOOD LOOP AUSTIN TX 78748 100900.00 100536.10
8.625 8.375 69.97 Single Family 360 354 19950929 20251001 No Doc Plus 784.79
7639149 CHRYSLER 1800 ADEN ROAD FORT WORTH TX 76116 78400.00 78117.21
8.625 8.375 70.00 Single Family 360 354 19950915 20251001 No Doc Plus 609.79
7639156 CRAMER 590 BLYTHEWOOD CT. GREENSBORO NC 27455 60000.00 59829.29
8.875 8.625 56.09 Single Family 360 355 19951011 20251101 No Doc 477.39
10
<PAGE>
7639198 RENNINGE 156 PLEASANT VIEW DRIVE LOVELAND CO 80537 238350.00 237671.93
8.875 8.625 66.21 Single Family 360 355 19951016 20251101 No Doc Plus 1896.42
7639206 O'MARA 6421 WESTOVER DRIVE GRANBURY TX 76049 95200.00 95146.63
8.875 8.625 70.00 Single Family 360 359 19960208 20260301 No Doc Plus 757.45
7639214 SCALES 3815 ANDERSON SE ALBUQURQUE NM 87108 86800.00 86546.62
8.750 8.500 70.00 Single Family 360 355 19951013 20251101 No Doc Plus 682.86
7639248 RANGREJ 2055 KING COURT ASHEBORO NC 27203 69650.00 69417.39
9.000 8.750 70.00 Single Family 360 354 19950929 20251001 No Doc Plus 560.42
7639263 PENNEY 3 HILLCREST DRIVE EUREKA SPRINGS AR 72632 70000.00 69815.73
9.250 9.000 52.83 Single Family 360 355 19951004 20251101 No Doc 575.88
7639271 GONZALEZ 210 W BAYOU DRIVE DICKINSON TX 77539 67200.00 67003.86
8.750 8.500 60.00 Single Family 360 355 19951010 20251101 No Doc Plus 528.66
7639305 ZERESHKI 5306 THORNCLIFF DRIVE GREENSBORO NC 27410 85400.00 85175.22
9.250 9.000 69.43 Single Family 360 355 19951025 20251101 No Doc Plus 702.56
7639347 EVANS 13407 STAIROCK SAN ANTONIO TX 78248 74100.00 73889.20
8.875 8.625 69.97 Single Family 360 355 19951031 20251101 No Doc Plus 589.57
7639354 BARLOW 215 CHAPEL HILL CT. BARDSTOWN KY 40004 159000.00 158847.05
9.625 9.375 65.57 Single Family 360 358 19960124 20260201 No Doc Plus 1351.48
7639396 BUHLER 2360 DALRYMPLE DRIVE BATON ROUGE LA 70808 227100.00 226585.05
8.875 8.625 70.00 Single Family 360 356 19951115 20251201 No Doc Plus 1806.91
7639438 LONG 6309 W. ACAPULCO LANE GLENDALE AZ 85306 74200.00 74036.05
9.000 8.750 70.00 Single Family 360 356 19951122 20251201 No Doc Plus 597.03
7639503 JOHNSON 3616 TIMBERVIEW ROAD DALLAS TX 75229 96500.00 96275.47
8.750 8.500 69.98 Single Family 360 356 19951130 20251201 No Doc Plus 759.17
7639560 BREWER 2672 OAK HOLLOW DRIVE ASHEBORO NC 27203 83650.00 83555.85
8.875 8.625 70.00 Single Family 360 358 19960116 20260201 No Doc Plus 665.56
7639586 TRIBELHO 422 QUINCY STREET NE ALBUQUERQUE NM 87108 80500.00 80348.83
8.375 8.125 70.00 Single Family 360 357 19951222 20260101 No Doc Plus 611.86
7639610 SCARFONE 1610 WESTRIDGE ROAD GREENSBORO NC 27410 126000.00 125780.94
8.750 8.500 57.27 Single Family 360 357 19951229 20260101 No Doc 991.24
7639651 PHAM 1232 SHERWOOD FOREST BATON ROUGE LA 70815 60000.00 59667.15
8.500 8.250 54.55 Single Family 180 178 19960104 20110201 No Doc 590.84
7644024 MYLER 4424 BIRCHWOOD AVENUE SEAL BEACH CA 90740 189700.00 189006.01
8.875 8.625 70.00 Single Family 360 355 19951013 20251101 No Doc Plus 1509.34
7644263 ELKINS 402 BRIDLE WAY YAKIMA WA 98901 159600.00 159168.82
9.125 8.875 70.00 Single Family 360 355 19951026 20251101 No Doc Plus 1298.56
7644289 CONNOR 4869 SW ROSEBERRY STREET CORVALLIS OR 97333 88550.00 87171.25
9.125 8.875 70.00 Single Family 360 355 19951016 20251101 No Doc Plus 720.47
7644412 TRUAX 3552 BARTLEY DRIVE SE ALBANY OR 97321 65000.00 63592.73
8.875 8.625 48.87 Single Family 360 355 19951018 20251101 No Doc 517.17
7644529 HASTINGS 29452 CLIPPER WAY LAGUNA NIGUEL CA 92677 187000.00 186439.96
8.625 8.375 69.96 Single Family 360 355 19951013 20251101 No Doc Plus 1454.47
7644610 DALY 11183 N.E. SOUTH BEACH DRI BAINBRIDGE ISLANE WA 98110 253000.00 252261.51
8.750 8.500 29.76 Single Family 360 355 19951023 20251101 No Doc 1990.35
7644735 SOARES 1938 BORCHERS DRIVE SAN JOSE CA 95124 193000.00 191569.05
8.500 8.250 45.95 Single Family 360 356 19951116 20251201 No Doc 1484.00
7644958 CABA 2390 N.E. SHADOW BROOK PL BEND OR 97701 60000.00 59820.34
8.625 8.375 57.69 Single Family 360 355 19951004 20251101 No Doc 466.67
7645203 BROWN 6644 WILDLIFE ROAD MALIBU CA 90265 310000.00 309265.00
9.750 9.500 50.00 Single Family 360 355 19951027 20251101 No Doc 2663.38
7645302 OFLAHERT 11014 SKISLOPE WAY TRUCKEE CA 96161 153000.00 152564.73
8.875 8.625 60.00 Single Family 360 355 19951006 20251101 No Doc Plus 1217.34
7645310 PERALTA 54645 AVENIDA OBREGON LA QUINTA CA 92253 71000.00 70817.92
9.375 9.125 48.97 Single Family 360 355 19951020 20251101 No Doc 590.54
7645377 FRASER 3587 KNOBHILL DRIVE (SHERMAN OAKS AREA) CA 91423 120000.00 119631.32
8.500 8.250 33.33 Single Family 360 355 19951010 20251101 No Doc 922.70
7645518 DUNN 4995 DOLORES AVENUE ATASCADERO CA 93422 103500.00 103165.01
8.500 8.250 69.98 Single Family 360 355 19951017 20251101 No Doc Plus 795.83
7645757 SHIH 15898 SOUTHEAST 58TH STREET BELLEVUE WA 98006 230000.00 227314.62
8.000 7.750 48.24 Single Family 180 176 19951116 20101201 No Doc 2198.00
7645823 LUZMOOR 971 CASTLE STREET SAN LEANDRO CA 94578 92000.00 91768.84
8.375 8.125 52.87 Single Family 360 356 19951108 20251201 No Doc 699.27
7645872 BURNETTE 1305 EAST HOWARD STREET PASADENA CA 91104 130000.00 129280.74
8.875 8.625 57.91 Single Family 360 355 19951026 20251101 No Doc 1034.34
7645914 LAI 4760 PINESPRINGS DRIVE RENO NV 89502 139300.00 138483.27
7.875 7.625 70.00 Single Family 180 178 19960104 20110201 No Doc Plus 1321.19
7645971 MATTERN 9188 MOLT RIVER CIRCLE FOUNTAIN VALLEY CA 92708 139450.00 139117.11
8.625 8.375 48.09 Single Family 360 356 19951107 20251201 No Doc 1084.63
7645997 KIZZIAR 155 TERRACE PARK DRIVE YAKIMA WA 98901 84000.00 83748.45
8.625 8.375 70.00 Single Family 360 355 19951019 20251101 No Doc Plus 653.34
7646003 CHEN 503 208TH AVENUE NORTHEA REDMOND WA 98053 100000.00 98567.24
8.250 8.000 24.10 Single Family 180 175 19951019 20101101 No Doc 970.14
7646037 FINLAND 1729 DERBYSHIRE DRIVE LAS VEGAS NV 89117 102900.00 102607.25
8.875 8.625 70.00 Single Family 360 355 19951018 20251101 No Doc Plus 818.72
7646045 KOPCZYNS 1303 TAMARACK COURT, SW ALBANY OR 97321 72900.00 72734.68
8.875 8.625 52.86 Single Family 360 356 19951101 20251201 No Doc 580.03
7646102 ANGUIANO 1236 NORTH VIA VERDE SAN DIMAS CA 91773 71000.00 70873.34
8.625 8.375 26.30 Single Family 360 357 19951213 20260101 No Doc 552.23
7646110 SHOOK 1112 KAITLIN PLACE CONCORD CA 94518 120000.00 119692.23
9.375 9.125 60.00 Single Family 360 355 19951027 20251101 No Doc 998.10
7646128 KERNS 804 DAFFNEY LANE CENTRAL POINT OR 97502 103600.00 103297.60
8.750 8.500 70.00 Single Family 360 355 19951024 20251101 No Doc Plus 815.02
7646151 CARSON 606 CANON DRIVE KENSINGTON CA 94708 100000.00 99684.87
8.375 8.125 20.00 Single Family 360 355 19951026 20251101 No Doc 760.07
7646250 DE MICHE 10449 PINE FLAT WAY NEVADA CITY CA 95959 332500.00 331784.11
9.125 8.875 70.00 Single Family 360 356 19951108 20251201 No Doc Plus 2705.33
7646342 FRENCH 4615 SW SALISHAN DRIVE PORTLAND OR 97229 74000.00 73827.82
8.750 8.500 48.05 Single Family 360 356 19951107 20251201 No Doc 582.16
11
<PAGE>
7646367 PSIHOGIO 17802 MARYLCREEK DRIVE LAKE OSWEGO OR 97034 308700.00 308522.40
8.750 8.500 69.89 Single Family 360 359 19960205 20260301 No Doc Plus 2428.54
7646409 GIBSON 36220 SE COUPLAND ROAD ESTACADA OR 97023 95900.00 95682.56
8.875 8.625 70.00 Single Family 360 356 19951129 20251201 No Doc Plus 763.02
7646425 GROSHONG 4990 SW QUARRY AVENUE REDMOND OR 97756 112700.00 112423.97
8.500 8.250 70.00 Single Family 360 356 19951102 20251201 No Doc Plus 866.57
7646441 CHOY 629 167TH AVENUE NORTHE BELLEVUE WA 98008 100000.00 98819.64
7.875 7.625 58.65 Single Family 180 176 19951103 20101201 No Doc 948.45
7646508 YESTER 23984 CALLE ALONSO MISSION VIEJO CA 92692 118300.00 118031.75
8.875 8.625 70.00 Single Family 360 356 19951106 20251201 No Doc Plus 941.25
7646540 KONG 2529 NORTHEAST 82ND STREET SEATTLE WA 98115 60000.00 59329.56
8.500 8.250 19.87 Single Family 180 176 19951108 20101201 No Doc 590.84
7646664 CHOUNG 28404 46TH AVENUE SOUTH AUBURN WA 98001 110000.00 108770.84
8.500 8.250 67.07 Single Family 180 176 19951109 20101201 No Doc Plus 1083.21
7646698 MIDDLEST 2021 CULLY ROAD SEDRO WOOLLEY WA 98284 90000.00 89495.14
8.375 8.125 45.00 Single Family 180 178 19960116 20110201 No Doc 879.68
7646722 SANDER 6359 ELSBERRY STREET SAN DIEGO CA 92114 50000.00 49693.91
9.375 9.125 40.00 Single Family 360 356 19951114 20251201 No Doc 415.87
7646748 SHIELDS 1404 SEDRO STREET LAS VEGAS NV 89134 65000.00 64852.61
8.875 8.625 50.00 Single Family 360 356 19951116 20251201 No Doc 517.17
7646797 SCHMAUCH 20415 NE 161ST STREET BRUSH PRAIRIE WA 98606 216300.00 216050.21
8.750 8.500 69.77 Single Family 360 358 19960118 20260201 No Doc Plus 1701.63
7646862 HABBAS 2716 HIGHLAND HILLS DRIVE EL DORADO HILLS CA 95762 488000.00 487194.31
9.000 8.750 40.00 Single Family 360 357 19951206 20260101 No Doc 3926.56
7646920 FOY 3514 NE 26TH AVENUE PORTLAND OR 97212 105000.00 104872.33
8.500 8.250 58.33 Single Family 360 358 19960105 20260201 No Doc 807.36
7646938 OKATA 2129 CHELSEA ROAD PALOS VERDES ESTATE CA 90274 301000.00 300166.68
8.750 8.500 70.00 Single Family 360 356 19951120 20251201 No Doc Plus 2367.97
7647035 APPLEBY 7125 SAN GREGORIO ROAD ATASCADERO CA 93422 85000.00 84458.19
8.875 8.625 44.74 Single Family 360 353 19950824 20250901 No Doc 676.30
7647068 WHEELER 85137 KENSINGTON DRIVE PLEASANT HILL OR 97455 140000.00 139480.02
9.250 9.000 70.00 Single Family 360 353 19950822 20250901 No Doc Plus 1151.75
7647084 WILLIAMS 946 NW WESTMINSTER STREET WASHINGTON DC 20001 60000.00 59850.09
9.500 9.250 34.62 Town House 360 355 19951016 20251101 No Doc 504.51
7647092 LYONS 2803 W. CASSIA STEET BOISE ID 83705 99500.00 99127.39
9.000 8.750 62.38 Single Family 360 354 19950915 20251001 No Doc Plus 800.60
7647142 KORY 4498 SOUTH ZARAHEMLA DRIV SALT LAKE CITY UT 84124 212000.00 211344.95
9.375 9.125 51.71 Single Family 360 354 19950831 20251001 No Doc 1763.31
7647175 HOLMES 635 COTTAGE GROVE ROAD LAKE ARROWHEAD CA 92352 61200.00 61025.15
9.750 9.500 60.00 Single Family 360 354 19950904 20251001 No Doc Plus 525.81
7647191 HOFBERG 1030 MOORPOINT DRIVE NORTH LAS VEGAS NV 89031 110400.00 110031.34
9.000 8.750 60.00 Single Family 360 354 19950915 20251001 No Doc 888.30
7647209 ALLEN 48 STEPHENVILLE BOULEVA MIDDLETOWN NJ 07701 83500.00 83284.81
8.250 8.000 50.00 Single Family 360 356 19951030 20251201 No Doc 627.31
7647225 DYER 111 ARIKARA BUDA TX 78610 87500.00 87229.65
9.375 9.125 70.00 Single Family 360 354 19950907 20251001 No Doc Plus 727.78
7647241 RABIN 235 EVERGREEN AVENUE MILL VALLEY CA 94941 80000.00 79759.19
9.500 9.250 23.19 Single Family 360 354 19950901 20251001 No Doc 672.68
7647266 ADRIANO 8504 CALLOW COURT LAREDO TX 78041 381050.00 379902.92
9.500 9.250 60.00 Single Family 360 354 19950927 20251001 No Doc 3204.08
7647282 BALELO 8340 CRETAN BLUE LANE LAS VEGAS NV 89128 122200.00 121841.62
9.625 9.375 65.00 Single Family 360 354 19950928 20251001 No Doc Plus 1038.69
764729 0LYMAN 85594 SVARVERUD ROAD EUGENE OR 97405 90000.00 88480.70
8.500 8.250 47.37 Single Family 180 174 19950907 20101001 No Doc 886.27
7647324 GRONES, 110 CARLENE DRIVE SPARKS NV 89436 98000.00 97689.25
9.250 9.000 66.22 Single Family 360 354 19950922 20251001 No Doc Plus 806.22
7647357 CURRY 317 LANDER DRIVE HENDERSON NV 89014 86100.00 84977.19
9.500 9.250 70.00 Single Family 360 354 19950908 20251001 No Doc Plus 723.98
7647407 SNYDER 2045 UPPER BAY ROAD ARCATA CA 95521 63250.00 63117.31
9.250 9.000 55.00 Single Family 360 356 19951102 20251201 No Doc 520.34
7647449 TIPTON 5545 WEDEKIND ROAD SPARKS NV 89431 80000.00 79778.19
9.000 8.750 24.62 Single Family 360 355 19951024 20251101 No Doc 643.70
7647456 POTTER 1504 DOVER ROAD MONTROSE CO 81401 70000.00 69789.26
9.500 9.250 70.00 Single Family 360 354 19950920 20251001 No Doc Plus 588.60
7647514 FEOLI 5161 CARTARO DRIVE LAS VEGAS NV 89103 99750.00 99425.39
9.125 8.875 70.00 Single Family 360 354 19950922 20251001 No Doc Plus 811.60
7647530 WILLSEY 2888 JASPER DRIVE LAKE HAVASU CITY AZ 86404 97900.00 97648.93
9.375 9.125 69.98 Single Family 360 355 19951009 20251101 No Doc Plus 814.28
7647555 JONES 709 TRIPLE CROWN STREET HENDERSON NV 89015 87000.00 86724.11
9.250 9.000 69.94 Single Family 360 354 19950928 20251001 No Doc Plus 715.73
7647605 ARNDT 7314 EAST MADERO AVENUE MESA AZ 85208 104850.00 104624.27
9.125 8.875 69.97 Single Family 360 356 19951025 20251201 No Doc Plus 853.09
7647613 OTTO RT2 BOX 232 WILKE LANE PFLUGERVILLE TX 78660 135000.00 134569.65
9.000 8.750 69.23 Single Family 360 355 19951005 20251101 No Doc Plus 1086.24
7647621 OWYANG 645 PINE DRIVE JACKSON WY 83001 185250.00 143829.67
9.000 8.750 65.00 Single Family 360 355 19951010 20251101 No Doc Plus 1490.56
7647647 MOORE 1006 NORTH CSTREET ELLENSBURG WA 98926 105000.00 104723.61
9.250 9.000 70.00 Single Family 360 355 19951023 20251101 No Doc Plus 863.81
7647654 SVEDIN 1029 NE LOCKSLEY DRIVE BEND OR 97701 80000.00 79772.38
8.875 8.625 70.00 Single Family 360 355 19951012 20251101 No Doc Plus 636.52
7647704 WONG 4770 SW NATCHEZ STREET TUALATIN OR 97062 134900.00 134544.88
9.250 9.000 59.98 Single Family 360 355 19951016 20251101 No Doc 1109.79
7647712 ISLEY 2251 SW YEW AVENUE REDMOND OR 97756 87000.00 86797.58
8.750 8.500 51.18 Single Family 360 356 19951101 20251201 No Doc 684.43
7647720 MILLER 61485 BARLEYCORN LANE BEND OR 97702 61950.00 61734.03
7.875 7.625 70.00 Single Family 360 355 19951011 20251101 No Doc Plus 449.18
7647738 LI 3301 OCEAN AVENUE SAN FRANCISCO CA 94132 303000.00 302069.10
8.500 8.250 55.60 Single Family 360 355 19951019 20251101 No Doc 2329.81
12
<PAGE>
7647753 SILVERIO 2707 AFRICAN VIOLET AVE. HENDERSON NV 89014 88950.00 88721.87
9.375 9.125 42.57 Single Family 360 355 19951010 20251101 No Doc 739.84
7647761 MAIANU 7679 SOUTH BRIGHTON WAY SALT LAKE CITY UT 84121 80000.00 79778.19
9.000 8.750 57.14 Single Family 360 355 19951018 20251101 No Doc 643.70
7647779 PTASZEK- 2663 E LEONORA AVENUE MESA AZ 85213 100100.00 99856.35
9.625 9.375 70.00 Single Family 360 355 19951016 20251101 No Doc Plus 850.84
7647795 MARTINEZ 1205 PASSION FLOWER CIRCL LAS VEGAS NV 89108 87500.00 87217.14
8.250 8.000 70.00 Single Family 360 355 19951031 20251101 No Doc Plus 657.36
7647803 SCAMMON 2207 42ND AVENUE SW SEATTLE WA 98116 80000.00 79800.12
9.500 9.250 41.24 Single Family 360 355 19951016 20251101 No Doc 672.68
7647829 NOURSE 7723 NIGHTHAWK COURT SE OLYMPIA WA 98513 93000.00 92804.90
9.250 9.000 49.87 Single Family 360 356 19951103 20251201 No Doc 765.09
7647837 REINIG 59963 EDMONTON DRIVE BEND OR 97702 123000.00 122713.84
8.750 8.500 52.34 Single Family 360 356 19951113 20251201 No Doc Plus 967.64
7647878 LEAMON 61415NE STEENS MOUNTAIN LOOPBEND OR 97702 143500.00 143263.09
9.000 8.750 70.00 Single Family 360 357 19951201 20260101 No Doc Plus 1154.63
7647886 GAENSLEN 6390 LAKE LEVEN DRIVE SAN DIEGO CA 92119 117500.00 117247.00
9.125 8.875 50.00 Single Family 360 356 19951101 20251201 No Doc 956.02
7647902 SANDERS 466 LEN CIRCLE RENO NV 89511 107300.00 107179.24
8.875 8.625 69.99 Single Family 360 358 19960118 20260201 No Doc Plus 853.73
7647936 MESKO 5620 VIA DEL VIENTO AVENU LAS VEGAS NV 89130 100750.00 100574.84
8.750 8.500 69.97 Single Family 360 357 19951218 20260101 No Doc Plus 792.60
7647944 STAPFER 28512 SHENANDOAH DRIVE LAKE ARROWHEAD CA 92352 82600.00 82417.48
9.000 8.750 70.00 Single Family 360 356 19951113 20251201 No Doc Plus 664.62
7647969 RIVERA 67076 SUNBURST STREET BEND OR 97701 150000.00 149718.34
8.375 8.125 68.34 Single Family 360 357 19951220 20260101 No Doc Plus 1140.11
7647993 ROUND 5541 MORNINGCROSS STREET LAS VEGAS NV 89130 60000.00 59860.69
8.875 8.625 54.79 Single Family 360 356 19951102 20251201 No Doc 477.39
7648058 CHEN 32 AUTUMNLEAF IRVINE CA 92714 131100.00 100281.65
8.875 8.625 60.00 Condo 360 355 19951201 20251101 No Doc Plus 1043.09
7648074 BERGSTRO 40495 CALLE MADERO TEMECULA CA 92591 196700.00 196254.00
8.875 8.625 65.79 Single Family 360 356 19951115 20251201 No Doc Plus 1565.03
7648082 HILL 5284 SILVERHEART AVENUE LAS VEGAS NV 89122 50000.00 49889.53
9.000 8.750 47.62 Single Family 360 356 19951103 20251201 No Doc 402.31
7648124 HOOVER-T 43480 CORTE DURAZO TEMECULA CA 92592 119650.00 119436.54
8.625 8.375 69.97 Single Family 360 357 19951201 20260101 No Doc Plus 930.63
7648140 MC MAHEL 3619 SKYLINE BLVD RENO NV 89509 105000.00 104768.01
9.000 8.750 65.22 Single Family 360 356 19951109 20251201 No Doc Plus 844.85
7648165 HAAS 3354 FERNDELL STREET NORT SALEM OR 97305 64000.00 63865.75
9.250 9.000 69.95 Single Family 360 356 19951113 20251201 No Doc Plus 526.51
7648173 HILLMAN 2321 EAST FAUNHILL DRIVE EAGLE ID 83616 110000.00 109780.98
9.500 9.250 48.25 Single Family 360 356 19951122 20251201 No Doc 924.94
7648256 JONES 5130 BREAKERS LANE LAS VEGAS NV 89113 138600.00 138286.16
9.125 8.875 60.00 Single Family 360 357 19951214 20260101 No Doc 1127.70
7648298 FOWLER, 1025 HAVENHURST DRIVE LA JOLLA CA 92037 100000.00 99843.25
9.250 9.000 16.67 Single Family 360 357 19951127 20260101 No Doc 822.68
7648371 RUSIN 7741 TINTED MESA COURT LAS VEGAS NV 89129 148500.00 148248.41
8.875 8.625 60.00 Single Family 360 357 19951214 20260101 No Doc 1181.53
7648389 ENGEL 600 OAK CREEK DRIVE RENO NV 89511 80000.00 79853.58
8.500 8.250 33.33 Single Family 360 357 19951212 20260101 No Doc 615.13
7648405 GILMORE- 1608 CONCORDIA PLACE LAS VEGAS NV 89104 147000.00 146744.43
8.750 8.500 70.00 Single Family 360 357 19951214 20260101 No Doc Plus 1156.45
7648413 CROOK 108 DEEP LAKE CIRCLE LIBERTY HILL TX 78642 88000.00 87854.71
9.000 8.750 69.98 Single Family 360 357 19951221 20260101 No Doc Plus 708.07
7648421 JOHNSTON 14228 FARRALON COURT FONTANA CA 92336 83850.00 83737.10
8.000 7.750 65.00 Single Family 360 358 19960129 20260201 No Doc Plus 615.26
7648439 EDSON 9317 LIMA TERRACE SOUTH SEATTLE WA 98118 74900.00 74773.09
8.875 8.625 70.00 Single Family 360 357 19951221 20260101 No Doc Plus 595.94
7648454 WASDEN 8540 SOUTH BUFFALO DRIVE LAS VEGAS NV 89113 104000.00 103809.65
8.500 8.250 59.46 Single Family 360 357 19951212 20260101 No Doc 799.67
7648496 HAUSLADE 1925 NORTH 2ND STREET FLAGSTAFF AZ 86004 66150.00 66046.33
9.250 9.000 70.00 Single Family 360 357 19951227 20260101 No Doc Plus 544.20
7648504 PARKER 61950 DOBBIN ROAD BEND OR 97702 93450.00 93283.31
8.625 8.375 70.00 Single Family 360 357 19951226 20260101 No Doc Plus 726.84
7648538 WILSON 1232 N.W. RIMROCK DRIVE REDMOND OR 97756 115500.00 115271.81
8.125 7.875 70.00 Single Family 360 357 19951221 20260101 No Doc Plus 857.58
7648587O SAKUE 1741 ERIN AVENUE UPLAND CA 91784 112500.00 111496.42
7.750 7.500 69.23 Single Family 180 177 19951227 20110101 No Doc Plus 1058.94
7651011 TAFLAMBA 1253 COURSE VIEW CIRCLE VIRGINIA BEACH VA 23455 110000.00 108102.23
8.250 8.000 34.38 Single Family 180 174 19950926 20101001 No Doc 1067.15
7651078 POULOS 2230 PEACHFORD LANE LAWRENCEVILLE GA 30243 78000.00 72798.97
9.875 9.625 48.45 Single Family 360 348 19950228 20250401 No Doc 677.31
7651086 GHUMAN 304 OXFORD LANE VILLANOVA PA 19085 245000.00 244010.05
8.375 8.125 70.00 Single Family 360 355 19951025 20251101 No Doc Plus 1862.18
7651136 BREINING 310 WEGNER AVENUE TRENTON NJ 08619 75000.00 74769.56
8.500 8.250 60.00 Single Family 360 355 19951003 20251101 No Doc 576.69
7651177 RAYE 61 NINA DRIVE TEWKSBURY MA 01876 139300.00 138833.84
9.750 9.500 70.00 Single Family 360 353 19950828 20250901 No Doc Plus 1196.80
7651193 BESSEY 2640 LEMON AVENUE ENGLEWOOD FL 34223 95000.00 94666.00
8.750 8.500 58.28 Single Family 360 355 19950929 20251101 No Doc 747.37
7651201 ROMANIEL 2025 AMBER COURT FORT COLLINS CO 80525 80000.00 79867.91
9.000 8.750 58.44 Single Family 360 357 19951222 20260101 No Doc 643.70
7651219 MC CALLA 1000 ANGEL OAKS COURT RALEIGH NC 27610 117350.00 117049.02
9.375 9.125 69.98 Single Family 360 355 19951031 20251101 No Doc Plus 976.06
7651235 PERROTTA 77 PLEASANT STREET HAWORTH NJ 07641 150000.00 149458.99
8.625 8.375 66.67 Single Family 360 354 19950929 20251001 No Doc Plus 1166.69
13
<PAGE>
7651292 TOMASUOL 66 FOREST PARK TERRACE MONROE TOWNSHIP NJ 08831 87000.00 86797.58
8.750 8.500 52.10 Single Family 360 356 19951106 20251201 No Doc 684.43
7651300 BAKER 34 CATTAIL DRIVE HOWELL NJ 07731 92000.00 91421.03
8.750 8.500 53.49 Single Family 360 354 19950915 20251001 No Doc 723.76
7651334 BENDER 1519 BOULEVARD WESTFIELD NJ 07090 103200.00 102881.10
9.375 9.125 60.00 Single Family 360 354 19950920 20251001 No Doc 858.37
7651417 ZEBROWSK 404 EAST CENTRAL AVENUE MOORESTOWN NJ 08057 239050.00 238352.21
8.750 8.500 70.00 Single Family 360 355 19951016 20251101 No Doc Plus 1880.61
7651425 MOHR 612 EDISON FURLONG ROAD FURLONG PA 18925 80000.00 79709.97
8.500 8.250 44.44 Single Family 360 355 19951013 20251101 No Doc 615.14
7651458 REJOUIS 12 DEVONSHIRE TERRACE WEST ORANGE NJ 07052 143000.00 142546.50
9.250 9.000 65.60 Single Family 360 354 19950919 20251001 No Doc Plus 1176.43
7651474 BORDONAR 3 BLUE CLIFF DRIVE CLINTON NJ 08801 103000.00 101223.00
8.250 8.000 27.11 Single Family 180 174 19950912 20101001 No Doc 999.25
7651565 INGIOSI 5 BEDFORD TERRACE MANTUA NJ 08051 80000.00 78634.73
8.375 8.125 45.71 Single Family 180 174 19950925 20101001 No Doc 781.94
7651607 HENRY 13906 FOUNTIAN ROAD OCEAN CITY MD 21842 60000.00 59857.74
9.750 9.500 48.78 Single Family 360 355 19951011 20251101 No Doc 515.50
7651631 BEEMER 13 STAFFORDSHIRE COURT GERMANTOWN MD 20874 91000.00 90662.12
8.500 8.250 70.00 Town House 360 354 19951002 20251001 No Doc Plus 699.72
7651649 POWERS 19345 FRENCHTON PLACE GAITHERSBURG MD 20879 80000.00 79746.25
9.250 9.000 47.06 Town House 360 354 19950926 20251001 No Doc 658.14
7651656 KICEINA 10 SUNSET TERRACE HAMPTON BOROUGH NJ 08827 86000.00 85742.45
8.625 8.375 65.15 Single Family 360 355 19951023 20251101 No Doc Plus 668.90
7651664 NGUYEN 617 TIMBERWOOD BOULEVARD NEWARK DE 19703 108000.00 107730.17
9.500 9.250 60.00 Single Family 360 355 19951006 20251101 No Doc 908.12
7651680 WOODS 13559 SHELBRITT ROAD SAN ANTONIO TX 78249 106250.00 104475.86
8.625 8.375 69.97 Single Family 180 174 19950928 20101001 No Doc Plus 1054.09
7651698 CHAMBERS 260 HUNTINGTON COURT FAYETTEVILLE GA 30214 70900.00 70669.25
9.125 8.875 66.95 Single Family 360 354 19950906 20251001 No Doc Plus 576.87
7651763 VETROMIL 49 SUN BEAU COURT TINTON FALLS BOROUG NJ 07724 60000.00 59824.85
8.750 8.500 51.72 Condo 360 355 19951027 20251101 No Doc Plus 472.03
7651821 DONATO 598 ADAMSTON ROAD BRICK NJ 08723 80000.00 67441.24
9.125 8.875 59.93 Single Family 180 176 19951121 20101201 No Doc 817.37
7651847 ERVIN 3810 PIKESWOOD DRIVE RANDALLSTOWN MD 21133 87360.00 87161.90
8.875 8.625 70.00 Single Family 360 356 19951106 20251201 No Doc Plus 695.08
7651854 WRIGHT 6 COLONIAL CIRCLE ASTON PA 19014 73500.00 73320.00
8.500 8.250 70.00 Single Family 360 356 19951117 20251201 No Doc Plus 565.15
7651896 GARZA 2421 QUEENS COURT CARROLLTON TX 75006 88550.00 88343.99
8.750 8.500 49.90 Single Family 360 356 19951204 20251201 No Doc 696.62
7651953 DOGGETT 4125 EMBERHILL LANE CHEAPEAKE VA 23321 62500.00 62268.77
8.500 8.250 50.00 Single Family 360 354 19950928 20251001 No Doc 480.57
7651995 ROZO 2400 BRICKELL AVE MIAMI FL 33129 90000.00 89743.98
8.875 8.625 50.00 Multi-Family 360 355 19951010 20251101 No Doc 716.08
7652019 MARKEY 1501 NIESSEN ROAD ORELAND PA 19075 98000.00 97704.97
9.500 9.250 70.00 Single Family 360 354 19950929 20251001 No Doc Plus 824.04
7652068 LEBOFSKY 966 JAMIE COURT BLUE BELL PA 19422 125000.00 120152.51
7.875 7.625 56.46 Town House 180 174 19950928 20101001 No Doc 1185.56
7652118 HOPF 860 IVYLAND ROAD WARMINSTER PA 18974 63500.00 63239.05
8.375 8.125 50.00 Single Family 360 356 19951106 20251201 No Doc 482.65
7652126 CULLUM 2971 W CORTE OLIVIA TUCSON AZ 85741 60000.00 59814.60
9.375 9.125 32.50 Single Family 360 354 19950926 20251001 No Doc 499.05
7652134 CATTANI 1602 YARDLEY-MORRISVILLE LOWER MAKEFIELD PA 19067 125000.00 124407.33
8.625 8.375 56.82 Single Family 360 354 19950928 20251001 No Doc 972.24
7652142 NOVAK 13020 DULANEY VALLEY ROAD GLEN ARM MD 21057 140000.00 139558.80
8.375 8.125 48.28 Single Family 360 355 19951030 20251101 No Doc 1064.10
7652167 MALLOZZI 15 LENAPE DRIVE NEW BRITAIN PA 18901 83000.00 82792.61
9.500 9.250 51.88 Single Family 360 355 19951004 20251101 No Doc 697.91
7652209 SCODA 1001 OCEAN AVENUE SHIP BOTTOM NJ 08008 110000.00 109662.08
8.500 8.250 50.00 Condo 360 355 19951013 20251101 No Doc 845.80
7652258 SCHLICK 1416 E. STREET N.E. WASHINGTON DC 20002 77000.00 76780.93
8.875 8.625 59.23 Town House 360 355 19951006 20251101 No Doc 612.65
7652266 ARNOLD 1383 FAIRFAX CIRCLE EAST BOYNTON BEACH FL 33436 65500.00 65323.04
9.125 8.875 59.91 Single Family 360 355 19951030 20251101 No Doc 532.93
7652274 PADAVICK 1576 GREENLEAF COURT DOVER TOWNSHIP NJ 08753 120400.00 120039.43
8.625 8.375 50.00 Single Family 360 355 19951018 20251101 No Doc 936.46
7652282 WOLFE 1807 BRIDLEMERE AVENUE WALL TWP. NJ 07719 200000.00 199385.53
8.500 8.250 46.51 Single Family 360 355 19951020 20251101 No Doc 1537.83
7652316 KIMBLE 9330 CHELSEA DRIVE MIRAMAR FL 33025 89340.00 89071.07
9.500 9.250 60.00 Single Family 360 354 19950929 20251001 No Doc 751.22
7652332 FOSTER 528 LAKE COURT TOWNSHIP OF BRICK NJ 08739 129000.00 128707.47
8.875 8.625 60.00 Single Family 360 356 19951101 20251201 No Doc Plus 1026.39
7652340 KIM 97 PARKER AVENUE NEWTON MA 02161 80000.00 79766.44
8.750 8.500 29.41 Single Family 360 355 19951020 20251101 No Doc 629.36
7652365 MAGRUFKH 143 NATHAN DRIVE NORTH BRUNSWICK NJ 08902 99000.00 97591.91
8.750 8.500 60.00 Town House 180 175 19951025 20101101 No Doc 989.46
7652407 HOWELLS 5782 COLEMAN AVE BELVEDERE IL 61008 75000.00 74743.54
9.375 9.125 57.69 Single Family 360 355 19951016 20251101 No Doc 623.81
7652415 SHAPIRO 27 TANAGER STREET ARLINGTON MA 02174 122250.00 121902.19
8.875 8.625 69.98 Single Family 360 355 19951012 20251101 No Doc Plus 972.68
7652423 EMREY 705 MAPLE STREET EAST EARL PA 17519 69000.00 68835.30
8.625 8.375 60.00 Single Family 360 356 19951108 20251201 No Doc 536.68
7652431 GALANTE 2201 WOOD AVENUE BRISTOL TOWNSHIP PA 19007 91000.00 88875.83
8.125 7.875 69.47 Single Family 180 175 19951025 20101101 No Doc Plus 876.22
7652449 LAURANCE 108 BRAELINN CTS PEACHTREE CITY GA 30269 80500.00 80265.04
8.750 8.500 70.00 Single Family 360 355 19951031 20251101 No Doc Plus 633.29
7652456 HORWITZ 215 PLANTATION ROAD FAYETTEVILLE GA 30214 102800.00 101294.67
8.000 7.750 69.98 Single Family 180 175 19951009 20101101 No Doc Plus 982.41
14
<PAGE>
7652464 SHATARAH 3008 BALSAM PINE COURT VIRGINIA BEACH VA 23452 94900.00 94615.80
8.625 8.375 65.49 Single Family 360 355 19951030 20251101 No Doc Plus 738.13
7652480 RODERICK 12 EXETER DRIVE WOBURN MA 01801 76000.00 75766.48
8.500 8.250 40.64 Single Family 360 355 19951020 20251101 No Doc 584.38
7652498 LANE 55 LAUREL COURT HOCKESSIN DE 19707 113000.00 112710.17
9.375 9.125 56.50 Single Family 360 355 19951013 20251101 No Doc 939.88
7652522 CHI 344 TUCKAHOE ROAD JACKSON TN 38305 167300.00 166975.50
9.625 9.375 70.00 Single Family 360 356 19951120 20251201 No Doc Plus 1422.04
7652530 DEANS 133 EAST FAIRMOUNT ROAD TEWKSBURY NJ 08858 150000.00 149732.41
8.625 8.375 50.00 Single Family 360 357 19951206 20260101 No Doc 1166.69
7652571 THOMAS 211 HAWTHORNE DRIVE LAKE PARK FL 33403 60000.00 59372.72
9.250 9.000 50.00 Single Family 180 176 19951107 20101201 No Doc 617.52
7652589 VARGAS 1581 PINEHURST DRIVE MAYSLANDING NJ 08330 60000.00 57986.60
8.500 8.250 58.82 Single Family 360 355 19951012 20251101 No Doc 461.35
7652613 TORTORA 379 HOFFMAN STATION ROAD MONROE NJ 07726 120000.00 119834.30
7.875 7.625 48.00 Single Family 360 358 19960122 20260201 No Doc 870.08
7652621 OWENS 5525 CENTER HILL DRIVE OLIVE BRANCH MS 38654 123000.00 122622.14
8.500 8.250 60.00 Single Family 360 355 19951103 20251101 No Doc 945.76
7652647 MELILLO 154 EAST RIVER ROAD RUMSON NJ 07760 100000.00 99855.12
9.625 9.375 62.89 Single Family 360 357 19951213 20260101 No Doc Plus 849.99
7652662 LAWINGS 2296 FAIRWOOD CIRCLE JONESBORO GA 30236 101600.00 101279.81
8.375 8.125 62.87 Single Family 360 355 19951101 20251101 No Doc Plus 772.23
7652688 KOKOCINS 672 CARRIAGE HILL ROAD MELBOURNE FL 32940 60000.00 59526.82
9.000 8.750 33.72 Single Family 360 355 19951020 20251101 No Doc 482.78
7652696 HILL 402 SOUTH WASHINGTON AVE MOORESTOWN TOWNSHIP NJ 08057 97300.00 97101.16
9.375 9.125 70.00 Single Family 360 356 19951130 20251201 No Doc Plus 809.29
7652753 ESTRELLA 95 IVY LANE TENAFLY NJ 07670 291900.00 291405.41
8.875 8.625 70.00 Single Family 360 357 19951212 20260101 No Doc Plus 2322.49
7652779 TICARIC 103 GILLIN ROAD AMBLER PA 19002 80000.00 79813.87
8.750 8.500 44.14 Single Family 360 356 19951108 20251201 No Doc 629.36
7652852 GORTIAN 856 SMITHS COURT WEST CHESTER PA 19382 110000.00 109611.32
8.500 8.250 48.89 Single Family 360 355 19951030 20251101 No Doc 845.80
7652878 HUNTER 1430 FLATTAIL RUN LAWRENCEVILLE GA 30243 80000.00 79772.38
8.875 8.625 69.90 Single Family 360 355 19951027 20251101 No Doc Plus 636.52
7652944 LOPEZ 7370 SW 37 STREET MIAMI FL 33155 61950.00 61773.77
8.875 8.625 70.00 Single Family 360 355 19951030 20251101 No Doc Plus 492.90
7652951 ARGIROUD 138 WREN WAY MILL CREEK DE 19711 157400.00 155582.24
8.125 7.875 69.99 Single Family 180 176 19951122 20101201 No Doc Plus 1515.58
7652993 SANCHEZ 698 NW 134 PLACE MIAMI FL 33182 84500.00 83276.02
8.125 7.875 59.97 Single Family 180 175 19951103 20101101 No Doc 813.64
7653025 VAZZANO 16208 EAST CHARLTON COURT FOUNTAIN HILLS AZ 85268 95900.00 95660.38
9.500 9.250 70.00 Single Family 360 355 19951027 20251101 No Doc Plus 806.38
7653033 TAYLOR 2230 ORCHARD HILL CIRCLE WARRINGTON PA 18976 87000.00 86775.76
8.250 8.000 60.00 Town House 360 356 19951127 20251201 No Doc 653.61
7653058 CASOLARO 1806 HULSEMAN STREET PHILADELPHIA PA 19145 60000.00 59133.54
9.375 9.125 45.80 Town House 360 355 19951026 20251101 No Doc 499.05
7653132 THEOBALD 63288 CIMARRON DRIVE BEND OR 97701 61000.00 60865.21
9.000 8.750 50.00 Single Family 360 356 19951113 20251201 No Doc 490.82
7653165 CLAPS 5 REGENCY WAY MEDFORD NJ 08055 75000.00 74797.34
9.125 8.875 51.23 Town House 360 355 19951031 20251101 No Doc 610.23
7653215 YARNELL 544 GARRETSON ROAD BRIDGEWATER NJ 08807 80000.00 79871.29
9.125 8.875 35.56 Single Family 360 357 19951222 20260101 No Doc 650.91
7653223 LONG 7635 ELIM PLACE MANASSAS VA 22111 107500.00 107369.28
8.500 8.250 50.00 Single Family 360 358 19960126 20260201 No Doc 826.59
7653256 SCHEIWER 213 FIELDBROOK DRIVE CANONSBURG PA 15317 62900.00 62764.55
9.125 8.875 69.97 Condo 360 356 19951115 20251201 No Doc Plus 511.78
7653280 KELLER 4039 ROBINWOOD ROAD YORK PA 17402 80000.00 79845.89
8.250 8.000 50.96 Single Family 360 357 19951219 20260101 No Doc 601.02
7653298 KITZEN 11 SAINT ANDREWS DRIVE HUNTINGTON NY 11743 90000.00 89887.72
8.375 8.125 32.14 Single Family 360 358 19960118 20260201 No Doc 684.07
7653314 DOMINICK 2720 GOLD MINE ROAD BROOKEVILLE MD 20833 240900.00 240101.32
8.125 7.875 60.00 Single Family 360 355 19951031 20251101 No Doc 1788.68
7653322 JONASSEN 166 NECTAR RUN FRANCONIA TOWNSHIP PA 18969 97900.00 97654.01
8.375 8.125 69.98 Town House 360 356 19951130 20251201 No Doc Plus 744.11
7653330 KHAN 70 COLONIA BOULEVARD RAHWAY NJ 07065 67500.00 66923.72
8.250 8.000 67.50 Single Family 180 177 19951206 20110101 No Doc Plus 654.84
7653348 TIETGEN 315 TRAPPERS RUN DRIVE CARY NC 27513 73500.00 73329.02
8.750 8.500 70.00 Single Family 360 356 19951121 20251201 No Doc Plus 578.22
7653355 YU 10605 FARMBROOKE LANE POTOMAC MD 20854 291150.00 290737.68
7.750 7.500 59.99 Single Family 360 358 19960119 20260201 No Doc 2085.84
7653405 VAZZANO 14256 N. WESTMINISTER PL FOUNTAIN HILLS AZ 85268 98000.00 97749.35
9.375 9.125 70.00 Single Family 360 356 19951113 20251201 No Doc Plus 815.11
7653439 SYRACUSE 163 WEST SHORE TRAIL SPARTA NJ 07871 80000.00 79864.44
8.875 8.625 47.20 Single Family 360 357 19951221 20260101 No Doc 636.52
7653462 CALDERON 9850 COSTA DEL SOL BLVD.# MIAMI FL 33178 65000.00 64867.15
9.375 9.125 50.00 Condo 360 356 19951128 20251201 No Doc 540.64
7653504 WOOD 420 ATHENS AVENUE WYNNEWOOD PA 19096 84250.00 84038.29
8.375 8.125 50.00 Single Family 360 356 19951120 20251201 No Doc 640.36
7653579 PRATT 6920 GREENERY COURT LAS VEGAS NV 89130 111000.00 110816.75
9.000 8.750 59.07 Single Family 360 357 19951227 20260101 No Doc 893.13
7653587 RADAN 1002 HARTWOOD DRIVE STREAMWOOD IL 60107 60000.00 59314.61
8.250 8.000 38.71 Single Family 180 176 19951122 20101201 No Doc 582.08
7653678 SCAVO 19 FIRESIDE COURT NORWALK CT 06850 150000.00 149691.53
9.000 8.750 41.10 Single Family 360 357 19951213 20260101 No Doc 1206.94
7653686 DALE 2110 CHARLESTON PLACE HYATTSVILLE MD 20783 69500.00 69320.86
8.250 8.000 50.00 Single Family 360 356 19951115 20251201 No Doc 522.14
7653744 BOWEN 437 MIDLAND AVENUE POMPTON LAKES NJ 07442 87500.00 87280.15
8.375 8.125 50.00 Single Family 360 356 19951122 20251201 No Doc 665.07
15
<PAGE>
7653769 CREIGHTO 5326 VALLEY PARK ROAD PLUMSTEAD PA 18901 125000.00 124701.59
8.625 8.375 41.67 Single Family 360 356 19951128 20251201 No Doc 972.24
7653835 VELEZ 373 VIRGINIA STREET WYCKOFF TOWNSHIP NJ 07481 140000.00 139730.32
8.250 8.000 70.00 Single Family 360 357 19951215 20260101 No Doc Plus 1051.78
7653900 CALVAO 196 GREGORY AVENUE WEST ORANGE NJ 07052 115000.00 114766.96
8.000 7.750 69.49 Single Family 360 357 19951219 20260101 No Doc Plus 843.83
7653918 BATCHELO 9700 ATLANTIC AVENUE LOWER TOWNSHIP NJ 08260 80000.00 79809.03
8.625 8.375 50.00 Condo 360 356 19951120 20251201 No Doc Plus 622.23
7653926 HOLOWACH 8 HILLCREST AVENUE MENDHAM NJ 07945 182000.00 181795.17
8.875 8.625 70.00 Single Family 360 358 19960109 20260201 No Doc Plus 1448.07
7653983 GOERS 20810 AMBERVIEW COURT ASHBURN VA 22011 203150.00 202758.70
8.250 8.000 68.79 Single Family 360 357 19951229 20260101 No Doc Plus 1526.20
7654015 COLEMAN 13861 BERKLEY DAVIS DRIVE CHESTERFIELD VA 23832 93000.00 92886.92
8.500 8.250 59.78 Single Family 360 358 19960124 20260201 No Doc 715.09
7654031 DIAZ 4501 GRAINARY AVENUE TAMPA FL 33624 62300.00 61655.94
9.375 9.125 70.00 Single Family 180 176 19951108 20101201 No Doc Plus 645.86
7654080 LAWLOR 952224 COWDEN STREET PHILADELPHIA PA 19115 85750.00 85584.84
8.250 8.000 70.00 Single Family 360 357 19951215 20260101 No Doc Plus 644.21
7654122 RAKESTRA 4816 BURLINGTON COURT ACWORTH GA 30102 75600.00 75478.38
9.125 8.875 70.00 Single Family 360 357 19951204 20260101 No Doc Plus 615.11
7654130 KOROVESI 244 EDGEMONT DRIVE STROUDSBURG PA 18360 70200.00 70081.05
8.875 8.625 60.00 Single Family 360 357 19951215 20260101 No Doc 558.55
7654163 YANCHEK 620 CORNWALL COURT HILLSBOROUGH NJ 08876 98000.00 97815.96
8.375 8.125 69.50 Town House 360 357 19951208 20260101 No Doc Plus 744.87
7654189 MYERS 401 MAHOGANY CIRCLE KEY LARGO FL 33037 85000.00 84855.98
8.875 8.625 40.48 Single Family 360 357 19951221 20260101 No Doc 676.30
7654270 MUNDY 42 SEAVIEW AVENUE CRANSTON RI 02905 115000.00 114784.04
8.375 8.125 51.00 Single Family 360 357 19951208 20260101 No Doc 874.09
7654296 GRAHAM 2527 EMERALD DRIVE JONESBORO GA 30236 129500.00 129262.96
8.500 8.250 70.00 Single Family 360 357 19951221 20260101 No Doc Plus 995.75
7654312 FITCHPAT 3772 BRIARCLIFF ROAD ATLANTA GA 30345 111000.00 110868.45
8.625 8.375 75.00 Single Family 360 358 19960119 20260201 No Doc Plus 863.35
7654338 CROZIER 2462 STREAMVIEW DRIVE WALDORF MD 20603 105000.00 104807.82
8.500 8.250 43.75 Single Family 360 357 19951211 20260101 No Doc 807.36
7654361 KINIGOPO 6617 HUNTSHIRE DRIVE ELKRIDGE MD 21227 87000.00 86273.45
8.500 8.250 60.00 Single Family 180 177 19951221 20110101 No Doc 856.73
7654569 PYLES 1623 SAND ROAD WOODLAND PARK CO 80863 126000.00 125786.50
8.875 8.625 70.00 Single Family 360 357 19951229 20260101 No Doc Plus 1002.52
7654627 HUTCHINS 300 CARRIAGE OAKS DRIVE COLUMBIA SC 29223 67400.00 67285.82
8.875 8.625 69.48 Single Family 360 357 19951227 20260101 No Doc Plus 536.26
7654684 KANG 830 WINDING BRIDGE WAY DULUTH GA 30136 223250.00 222830.79
8.375 8.125 70.00 Single Family 360 357 19951222 20260101 No Doc Plus 1696.86
7654791 BERARDES 3 GLENWOOD ROAD DOVER TOWNSHIP NJ 08753 74000.00 73920.94
9.125 8.875 69.81 Single Family 360 358 19960102 20260201 No Doc Plus 602.09
7654841 JOHNSON 1110 FOREST GLEN JONESBORO GA 30236 79200.00 79101.20
8.375 8.125 69.47 Single Family 360 358 19960104 20260201 No Doc Plus 601.98
7655012 MOKTAR 9308 WIMBLEY COURT LOUISVILLE KY 40241 150000.00 147549.71
8.875 8.625 59.52 Single Family 180 174 19950925 20101001 No Doc 1510.27
7655038 SWEATLAN 6200 TAYLOR ROAD BLACKLICK OH 43004 95100.00 94755.86
9.375 9.125 69.98 Single Family 360 353 19950822 20250901 No Doc Plus 790.99
7655079 NAGELBER 139 HARBOR VIEW SOUTH LAWRENCE NY 11559 325000.00 323592.16
8.500 8.250 69.89 Single Family 360 353 19950829 20250901 No Doc Plus 2498.97
7655186 DUCA 4290 ELLINWOOD BOULEVARD PALM HARBOUR FL 34685 80000.00 79800.12
9.500 9.250 44.69 Single Family 360 355 19951031 20251101 No Doc 672.68
7655194 MALICKI 8 PILGRIM LANE WALLINGFORD CT 06492 75000.00 74749.52
9.000 8.750 50.00 Single Family 360 354 19950921 20251001 No Doc 603.47
7655210 PARTYKA 7329 MILL RIDGE ROAD RALEIGH NC 27613 81600.00 81360.70
9.625 9.375 60.00 Single Family 360 354 19950920 20251001 No Doc 693.60
7655269 BRINKLEY 9636 E. BUSH HILL PLACE TUCSON AZ 85749 100000.00 98366.52
8.875 8.625 37.04 Single Family 180 174 19950919 20101001 No Doc 1006.84
7655277 GROVEN 26409 SOUTH SADDLETREE DRI SUN LAKES AZ 85248 79100.00 78790.65
9.000 8.750 70.00 Single Family 360 353 19950829 20250901 No Doc Plus 636.46
7655285 MCLEAN 122 UNION STREET DEEP RIVER CT 06417 82600.00 82365.03
8.875 8.625 70.00 Single Family 360 355 19951003 20251101 No Doc Plus 657.20
7655327 SHARP 606 E WINSTON CIRCLE BROKEN ARROW OK 74011 100000.00 99117.63
7.875 7.625 52.63 Single Family 180 177 19951229 20110101 No Doc 948.45
7655384 CURTIN 112 GILBERT STREET MALDEN MA 02148 75000.00 74775.39
8.625 8.375 51.72 Single Family 360 355 19951026 20251101 No Doc 583.35
7655426 FISH 606 SOUTH CHURCH MONROE NC 28112 89950.00 89713.20
9.250 9.000 70.00 Single Family 360 355 19951013 20251101 No Doc Plus 740.00
7655483 ATREOPER 10653 97TH STREET OZONE PARK NY 11417 117500.00 117233.58
8.875 8.625 66.20 Single Family 360 356 19951122 20251201 No Doc Plus 934.89
7655533 RUSSO 2 DEVON ROAD ROCKVILLE CENTRE NY 11570 200000.00 199413.48
9.625 9.375 58.82 Single Family 360 354 19950926 20251001 No Doc 1699.98
7655582 MINUTO 81 CAROLINA DRIVE NEW CITY NY 10956 150000.00 149752.37
9.000 8.750 60.00 Single Family 360 357 19951215 20260101 No Doc 1206.93
7655624 SHAFIE 101 GROVE STREET STAMFORD CT 06905 67000.00 66851.95
9.000 8.750 50.00 Condo 360 356 19951120 20251201 No Doc 539.10
7655715 LE ROY 85-44 98TH STREET WOODHAVEN NY 11421 117600.00 117246.00
9.500 9.250 70.00 Single Family 360 354 19950920 20251001 No Doc Plus 988.85
7655731 ROWE 5228 W. WALTANN GLENDALE AZ 85306 100800.00 100490.33
8.500 8.250 70.00 Single Family 360 355 19951018 20251101 No Doc Plus 775.07
7655756 SHEARER 1316 BROADMOOR DRIVE CHAMPAIGN IL 61821 152000.00 151672.72
9.125 8.875 47.80 Single Family 360 356 19951110 20251201 No Doc 1236.72
7655764 RABINOWI 1651 E 31ST ST BROOKLYN NY 11234 100000.00 99773.26
8.875 8.625 50.51 Town House 360 356 19951116 20251201 No Doc 795.65
16
<PAGE>
7655780 HANAN 2102 OCEAN PARKWAY BROOKLYN NY 11223 100000.00 99826.14
8.750 8.500 22.73 Single Family 360 357 19951213 200101 No Doc 786.70
7655798 SARPANOP 20 DEER RUN WATERMILL NY 11976 230000.00 229741.17
8.875 8.625 50.00 Single Family 360 358 19960119 200201 No Doc 1829.98
7655848 JANUSZ 193 BRAHMA AVENUE BRIDGEWATER NJ 08807 87500.00 87250.10
8.875 8.625 70.00 Single Family 360 355 19951026 201101 No Doc Plus 696.19
7655863 DANIELS 25 LARCHWOOD DR PITTSFORD NY 14534 80000.00 79768.65
9.250 9.000 45.71 Single Family 360 355 19951023 201101 No Doc 658.15
7655897 JONES 2452 CUNNINGHAM BRICK ROA THOMASVILLE NC 27360 60000.00 59837.91
9.125 8.875 47.62 Single Family 360 355 19951004 201101 No Doc 488.18
7655905 ALLEN 12709 BURGESS AVENUE LA MIRADA CA 90638 75500.00 75325.67
9.875 9.625 43.90 Single Family 360 355 19951002 201101 No Doc 655.60
7655954 SANBORN 80 BOXWOOD LANE BRIDGEWATER MA 02324 114000.00 113513.53
9.250 9.000 39.31 Single Family 360 356 19951117 20251201 No Doc 937.85
7655962 BERNARD 131 EAST 38TH STREET BROOKLYN NY 11203 100000.00 99188.93
9.500 9.250 58.82 Town House 360 356 19951108 20251201 No Doc 840.86
7655970 PIVKO 64 WHIPPORWILL LANE SPARTA NJ 07871 157500.00 157051.88
8.875 8.625 70.00 Single Family 360 355 19951011 20251101 No Doc Plus 1253.15
7655988 FELDMAN 35 WEDGEWOOD LANE LAWRENCE NY 11559 200000.00 194681.97
8.750 8.500 36.36 Single Family 120 115 19951019 20051101 No Doc 2506.54
7655996 LEFAVI 29 SEWARD DRIVE DIX HILLS NY 11746 125000.00 124625.64
8.625 8.375 44.96 Single Family 360 355 19951020 20251101 No Doc 972.24
7656002 HEPPNER 1259 N. SHORTRIDGE ROAD INDIANAPOLIS IN 46219 83300.00 83069.03
9.000 8.750 69.47 Single Family 360 355 19951027 20251101 No Doc Plus 670.26
7656051 BRESLIN 9107 LINN STATION ROAD LOUISVILLE KY 40222 107700.00 107526.72
9.125 8.875 60.00 Single Family 360 357 19951215 20260101 No Doc 876.29
7656077 BADALOV 6429 110TH STREET FOREST HILLS NY 11375 200000.00 197715.45
8.250 8.000 55.56 Single Family 180 176 19951117 20101201 No Doc 1940.28
7656093 RYDER 4 GATE HOUSE COURT MORRISTOWN NJ 07960 80000.00 79827.73
9.125 8.875 32.92 Condo 360 356 19951122 20251201 No Doc 650.91
7656127 STANGER 1234 EAST 900 SOUTH SALT LAKE CITY UT 84105 161000.00 160541.97
8.875 8.625 70.00 Single Family 360 355 19951011 20251101 No Doc Plus 1280.99
7656184 PERKINS 16001 N. 46TH PLACE PHOENIX AZ 85023 108500.00 108153.91
8.500 8.250 70.00 Single Family 360 356 19951106 20251201 No Doc Plus 834.28
7656192 MOORHEAD 1025 FIFTH STREET BABYLON NY 11704 85750.00 85570.13
9.250 9.000 70.00 Single Family 360 356 19951117 20251201 No Doc Plus 705.44
7656267 VAN TELL 552 EAST JASPER DRIVE GILBERT AZ 85296 60000.00 59845.13
8.250 8.000 52.63 Single Family 360 356 19951117 20251201 No Doc 450.76
7656283 SEELY BLACKBURN ROAD SELKIRK NY 12158 80000.00 79832.18
9.250 9.000 26.23 Single Family 360 356 19951108 20251201 No Doc 658.14
7656291 BARRY 175 MIDDLE STREET BRAINTREE MA 02184 89000.00 88803.37
9.000 8.750 58.55 Single Family 360 356 19951108 20251201 No Doc 716.11
7656341 HENDERSO 6 EAST BLUFF ROAD ASHLAND MA 01721 83700.00 83538.78
8.250 8.000 60.00 Condo 360 357 19951208 20260101 No Doc Plus 628.82
7656390 ROZOVSKI 1226 HOOVERVIEW DRIVE WESTERVILLE OH 43082 211750.00 211173.20
9.125 8.875 70.00 Single Family 360 356 19951130 20251201 No Doc Plus 1722.87
7656473 JENSEN 59 RIDGE ROAD RUMSON NJ 07410 129500.00 129291.67
9.125 8.875 70.00 Single Family 360 357 19951222 20260101 No Doc Plus 1053.65
7656499 ARAUJO 28451 GRAND CASCADE COURT GRAND JUNCTION CO 81501 87500.00 87301.60
8.875 8.625 70.00 Single Family 360 356 19951110 20251201 No Doc Plus 696.19
7656556 KUNTZ 646 RUNNYMEDE ROAD DAYTON OH 45419 226000.00 225500.61
9.000 8.750 50.00 Single Family 360 356 19951127 20251201 No Doc 1818.45
7656564 DICARLO 300 MAIN STREET PLAISTOW NH 03865 60500.00 60340.11
9.000 8.750 50.00 Single Family 180 179 19960201 20110301 No Doc 613.64
7656630 GOGER 59-38 69TH LANE MASPETH NY 11378 60000.00 59877.36
9.375 9.125 33.15 Town House 360 356 19951115 20251201 No Doc 499.05
7656648 CARLSON 10 PIERCE AVENUE DERRY NH 03038 62000.00 61866.49
9.125 8.875 69.66 Single Family 360 356 19951127 20251201 No Doc Plus 504.46
7656705 BARTLETT 117 DAVISON AVENUE LYNBROOK, NY 11563 66500.00 66364.10
9.375 9.125 70.00 Single Family 360 356 19951122 20251201 No Doc Plus 553.11
7656754 ALLING 50 LAFAYETTE PLACE GREENWICH CT 06830 61000.00 60899.29
9.000 8.750 50.00 Condo 360 357 19951211 20260101 No Doc 490.82
7656762 CETIN 296 OLD FARMINGDALE ROADWEST BABYLON NY 11704 80000.00 79798.22
9.000 8.750 58.39 Single Family 360 356 19951201 20251201 No Doc 643.70
7656770 ARMENDAR 5313 CRISWELL LANE EL PASO TX 79932 166600.00 166191.98
8.500 8.250 69.42 Single Family 360 356 19951206 20251201 No Doc Plus 1281.01
7656788 POLLARD 4243 N. CHESTNUT COLORADO SPRINGS CO 80907 81000.00 80876.31
9.375 9.125 60.00 Multi-Family 360 357 19951215 20260101 No Doc Plus 673.72
7656820 SLIGHT 137 CROSS ROAD DEERING NH 03244 100100.00 99861.04
8.625 8.375 70.00 Single Family 360 356 19951130 20251201 No Doc Plus 778.57
7656853 BONNETTE 322 DARBY TRAILS DRIVE SUGARLAND TX 77479 75000.00 74366.25
8.375 8.125 64.66 Single Family 180 177 19951215 20110101 No Doc Plus 733.07
7656903 STEPHENS 32 WELGATE ROAD MEDFORD MA 02155 145000.00 144653.84
8.625 8.375 69.71 Single Family 360 356 19951201 20251201 No Doc Plus 1127.80
7656937 CALIENDO 1020 PARK AVENUE SOUTHOLD NY 11971 100000.00 99812.24
8.375 8.125 35.73 Single Family 360 357 19951227 20260101 No Doc 760.07
7656960 KRUSH 12 BRITISH COLONY ROAD FORT SALONGA NY 11768 100000.00 99164.89
8.500 8.250 38.17 Single Family 180 177 19951219 20110101 No Doc 984.74
7657000 CANNELL 4100 VILLAGE CIRCLE FLAGSTAFF AZ 86004 86800.00 86686.05
8.125 7.875 70.00 Town House 360 358 19960122 20260201 No Doc Plus 644.49
7657026 CHOLAGH 5350 METRO PARKWAY STERLING HEIGHTS MI 48310 116200.00 116003.12
8.875 8.625 70.00 Single Family 360 357 19951221 20260101 No Doc Plus 924.54
7657034 SHELAIN 805 HEMLOCK LANE ROCKFORD IL 61107 90000.00 89851.38
9.000 8.750 60.00 Single Family 360 357 19951222 20260101 No Doc 724.17
17
<PAGE>
7657042 DODWELL 47 WINDSOR ROAD STONEHAM MA 02180 108500.00 108377.89
8.875 8.625 58.65 Single Family 360 358 19960116 20260201 No Doc 863.28
7657158 O'BRIEN 41 BRUCE HILL ROAD CUMBERLAND ME 04110 70300.00 70212.29
8.375 8.125 41.85 Single Family 360 358 19960112 20260201 No Doc 534.34
7657208 CASTANED 1460 WEST MEDIAN COURT PORTERVILLE CA 93257 112000.00 111784.26
8.250 8.000 70.00 Single Family 360 357 19951214 20260101 No Doc Plus 841.42
7657224 MATATOV 6165 WESTBROOKE WEST BLOOMFIELD MI 48322 60000.00 59430.29
8.250 8.000 43.48 Condo 360 357 19951222 20260101 No Doc 450.76
7657240 PHAM 8 ALEXANDRA STREET PEABODY MA 01960 85000.00 84289.94
8.500 8.250 48.57 Single Family 180 177 19960104 20110101 No Doc 837.03
7657257 TERAN 3318 N. CREST STREET FLAGSTAFF AZ 86001 60500.00 60422.57
8.250 8.000 44.81 Single Family 360 358 19960116 20260201 No Doc 454.52
7657265 BIRCH 8 RIVER GLEN ROAD WELLESLEY MA 02181 80000.00 79907.59
8.750 8.500 25.08 Single Family 360 358 19960104 20260201 No Doc 629.37
7657349 HETHERIN 8007 EAST DEL PLOMO DRIVE SCOTTSDALE AZ 85258 175350.00 175045.13
8.750 8.500 70.00 Single Family 360 357 19951228 20260101 No Doc Plus 1379.48
7657372 GRIFFIN 798 STEVENS AVENUE PORTLAND ME 04102 77350.00 77255.94
8.500 8.250 70.00 Single Family 360 358 19960103 20260201 No Doc Plus 594.75
7657398 BACHMAN 16 OLD CONNECTICUT PATH WAYLAND MA 01778 210000.00 209848.01
7.625 7.375 56.76 Single Family 360 359 19960205 20260301 No Doc 1486.37
7657422 MARQUEZ 11925 PUEBLO DORMIDO WAY EL PASO TX 79936 78400.00 78299.66
8.250 8.000 70.00 Single Family 360 358 19960124 20260201 No Doc Plus 589.00
7657539 DAVIS 6929 MARBLE CANYON EL PASO TX 79912 85400.00 85296.15
8.500 8.250 70.00 Single Family 360 358 19960110 20260201 No Doc Plus 656.66
7657547 FITZGERA 6775 N MANGUS DRIVE CHINO VALLEY AZ 86323 73500.00 73419.40
9.000 8.750 70.00 Single Family 360 358 19960112 20260201 No Doc Plus 591.40
7657570 BRUSSELL 5427 SANIBEL DRIVE MINNETONKA MN 55343 60000.00 59963.65
8.500 8.250 44.94 Town House 360 359 19960215 20260301 No Doc 461.35
7657620 ASSAM 359 VALLEY ROAD WAYNE NJ 07470 203000.00 202777.39
9.000 8.750 63.44 Single Family 360 358 19960201 20260201 No Doc Plus 1633.39
7657638 DOLAN 301 INDIGO PLACE GARNER NC 27529 78000.00 77912.21
8.875 8.625 69.96 Single Family 360 358 19960122 20260201 No Doc Plus 620.61
7657760 PERDICAR 51 CHANDLER STREET TEWKSBURY MA 01876 60000.00 59958.70
7.875 7.625 37.50 Single Family 360 359 19960206 20260301 No Doc 435.05
7657802 COX 999 WEATHERSFIELD DRIVE WORTHINGTON OH 43085 60000.00 59917.13
7.875 7.625 60.00 Single Family 360 358 19960131 20260201 No Doc 435.05
7657828 GROSS 1354 FAIRFAX CIRCLE EAST BOYNTON BEACH FL 33409 100500.00 100377.80
8.500 8.250 69.99 Single Family 360 358 19960124 20260201 No Doc Plus 772.76
7659014 OBENOUR 1921 TREBEIN ROAD BEAVERCREEK OH 45385 154000.00 153582.5
10.000 9.750 70.00 Single Family 360 354 19950907 20251001 No Doc Plus 1351.47
7659113 PFAUTZ 62 LENAPE TRAIL BRICK NJ 08724 123000.00 122802.12
9.125 8.875 60.00 Single Family 360 357 19951206 20260101 No Doc 1000.77
7659121 GERZOFF 22 KNOLLWOOD DRIVE CHERRY HILL NJ 08002 105000.00 104755.68
8.750 8.500 70.00 Single Family 360 356 19951103 20251201 No Doc Plus 826.04
7659170 BURGESS 9712 BATESVILLE DRIVE RALEIGH NC 27613 102200.00 101849.79
8.875 8.625 70.00 Single Family 360 354 19950928 20251001 No Doc Plus 813.15
7659303 SALINAS 301 SALAMANCA CTS LAREDO TX 78043 60000.00 59898.33
8.875 8.625 67.42 Single Family 360 357 19951229 20260101 No Doc Plus 477.39
7659410 FRANKLIN 1220 SPENCER MOUNTAIN DRI ALBANY OR 97321 96000.00 95601.06
9.375 9.125 39.18 Single Family 360 354 19950920 20251001 No Doc 798.48
7659428 HUGHES 11252 VIA MONTANA YUMA AZ 85367 83300.00 83004.73
9.500 9.250 70.00 Single Family 360 353 19950821 20250901 No Doc Plus 700.43
7671068 CHOINA 1154 E 19TH STREET BROOKLYN NY 11230 200000.00 199633.93
8.500 8.250 62.50 Single Family 360 357 19951215 20260101 No Doc Plus 1537.83
7671373 NESLER 83 IDLEWILD LANE ABERDEEN NJ 07747 102000.00 101941.31
8.750 8.500 60.00 Single Family 360 359 19960214 20260301 No Doc 802.44
7671399 TEJEDA 186 DEVOE AVE. YONKERS NY 10704 154000.00 153822.15
8.750 8.500 70.00 Single Family 360 358 19960116 20260201 No Doc Plus 1211.52
7671431 MARTINEZ 73 LYNTON PLACE WHITE PLAINS NY 10606 133000.00 132829.79
8.250 8.000 70.00 Single Family 360 358 19960129 20260201 No Doc Plus 999.19
7671522 VOOS 21 COTTAGE PLACE GILLETTE NJ 07933 60000.00 59670.82
8.625 8.375 24.79 Single Family 180 178 19960105 20110201 No Doc 595.25
7671571 DISIMONE 41 CARVER TERRACE YONKERS NY 10710 150000.00 149909.13
8.500 8.250 41.10 Single Family 360 359 19960213 20260301 No Doc 1153.37
7671761 GUSS 2 FERGUSON CT. MARLTON NJ 08053 160000.00 158841.08
7.625 7.375 60.38 Single Family 180 178 19960126 20110201 No Doc Plus 1494.61
7671845 RUSSO 23 FARVIEW ROAD CARMEL NY 10512 125000.00 125000.00
8.250 8.000 50.00 Single Family 360 360 19960304 20260401 No Doc 939.08
7672207 SIDOTI 15042 25 DRIVE FLUSHING NY 11354 162000.00 161906.79
8.750 8.500 60.00 Single Family 360 359 19960209 20260301 No Doc 1274.46
7672256 EVANGELH 525 OCEAN BLVD. LONG BRANCH NJ 07764 60000.00 59957.65
7.750 7.500 44.44 Condo 360 359 19960223 20260301 No Doc 429.85
7672322 APRICENO 30 FENIMORE DR. SCOTCH PLAINS NJ 07076 100000.00 99943.93
8.875 8.625 28.57 Single Family 360 359 19960212 20260301 No Doc 795.65
7672363 RUBINO 385 MASSAPEQUE AVE. MASSAPEQUA NY 11758 140000.00 139906.06
8.000 7.750 50.00 Single Family 360 359 19960216 20260301 No Doc 1027.27
7672652 BABATSKO 3792 GREENTREE DR. OCEANSIDE NY 11572 166200.00 166200.00
8.875 8.625 60.00 Single Family 360 360 19960304 20260401 No Doc 1322.36
7673056 HERMANN 14 N CHATSWORTH AVE LARCHMONT NY 10538 162500.00 162398.99
8.375 8.125 65.00 Condo 360 359 19960228 20260301 No Doc Plus 1235.12
7675085 SCHROR 999 BLACKBEARD ROAD LITTLE TORCH KEY FL 33043 142500.00 142211.25
8.000 7.750 58.76 Single Family 360 357 19951208 20260101 No Doc 1045.61
7675093 JIROUSEK 3116 WILDERNESS ROAD DURHAM NC 27712 70000.00 69308.22
8.375 8.125 43.80 Single Family 180 177 19951227 20110101 No Doc 684.20
7675127 PINEIRO 3500 SW 75TH AVENUE MIAMI FL 33155 60000.00 59877.36
9.375 9.125 48.00 Single Family 360 356 19951108 20251201 No Doc 499.05
18
<PAGE>
7675143 HARTY 2924 WALSINGHAM COURT MATTHEWS NC 28105 76900.00 76663.77
8.500 8.250 69.97 Single Family 360 355 19951031 20251101 No Doc Plus 591.29
7675226 HOLMES 921 WITHERBEE LANE RALEIGH NC 27603 141000.00 140680.29
8.875 8.625 60.00 Single Family 360 356 19951127 20251201 No Doc 1121.86
7675259 DO 115 BUNGALOW AVENUE GREENFIELD MA 01301 94500.00 93993.01
8.875 8.625 70.00 Single Family 180 178 19960102 20110201 No Doc Plus 951.47
7675275 KANALOS 341 GRAND AVENUE SUWANEE GA 30174 153300.00 153046.89
9.000 8.750 59.93 Single Family 360 357 19951215 20260101 No Doc 1233.49
7675317 BRIGGS 22 SUNSET AVENUE LONG BRANCH NJ 07740 93600.00 93437.27
8.750 8.500 60.00 Condo 360 357 19951215 20260101 No Doc Plus 736.35
7675333 BUXTON 39 SOUTH ROAD CHESTER TOWNSHIP NJ 07930 165000.00 164772.16
7.875 7.625 45.21 Single Family 360 358 19960126 20260201 No Doc 1196.36
7675408 BARREIRO 371 FLAGAMI BOULEVARD MIAMI FL 33144 72800.00 72647.28
9.250 9.000 70.00 Single Family 360 356 19951110 20251201 No Doc Plus 598.91
7675481 CONTINI 39 PILGRIM WAY COLTS NECK NJ 07722 150000.00 149911.45
8.625 8.375 38.07 Single Family 360 359 19960228 20260301 No Doc 1166.68
7675507 HUTCHINS 1761 ROBINDALE ROAD RICHMOND VA 23235 75900.00 75714.09
8.500 8.250 60.00 Single Family 360 356 19951109 20251201 No Doc 583.61
7675564 ALBRIGHT 10725 HARNEY ROAD EMMITSBURG MD 21727 100000.00 99797.38
8.000 7.750 46.95 Single Family 360 357 19951204 20260101 No Doc 733.76
7675689 MAMBERG 5467 NW 42 AVENUE BOCA RATON FL 33496 100000.00 99884.52
8.750 8.500 31.09 Single Family 360 358 19960112 20260201 No Doc 786.70
7675705 RISTINE 2134 NORTH LINE STREET LANSDALE PA 19446 82600.00 82448.82
8.500 8.250 70.00 Single Family 360 357 19951208 20260101 No Doc Plus 635.12
7675770 FLETCHER 323 STROMER DRIVE CARY NC 27513 143500.00 143174.62
8.875 8.625 69.96 Single Family 360 356 19951107 20251201 No Doc Plus 1141.75
7675804 SEWELL 1244 LOCUST AVENUE BALTIMORE MD 21227 60000.00 54729.99
8.000 7.750 46.15 Single Family 180 176 19951127 20101201 No Doc 573.39
7675812 QUINTERO 7833 DI LIDO BOULEVARD MIRAMAR FL 33023 63650.00 63523.30
9.500 9.250 69.96 Single Family 360 356 19951109 20251201 No Doc Plus 535.20
7675820 DEVER 709 BRADFORD HILLS COVE NASHVILLE TN 37211 93000.00 92804.89
9.250 9.000 69.98 Single Family 360 356 19951130 20251201 No Doc Plus 765.09
7675846 COULTER- 601 DEKALB PIKE LOWER GWYNEDD TWP PA 19437 308000.00 307372.97
9.375 9.125 70.00 Single Family 360 357 19951221 20260101 No Doc Plus 2561.79
7675861 REGA 101 HANOVER ROAD E.HANOVER TOWNSHIP NJ 07936 150000.00 148761.16
8.625 8.375 58.82 Single Family 180 177 19951205 20110101 No Doc 1488.12
7675937 SOPHIE 1000 DEVONHURST COURT APEX NC 27502 211550.00 211082.57
9.000 8.750 70.00 Single Family 360 356 19951115 20251201 No Doc Plus 1702.18
7675986 CHIARAMO 12 WHITE BIRCH COURT FRANKFORD NJ 07826 70000.00 69682.91
9.000 8.750 33.98 Single Family 360 357 19951215 20260101 No Doc 563.24
7676034 ARELLANO 6150 BLUE ASH DRIVE OOLTEWAH TN 37363 68250.00 67478.94
8.375 8.125 70.00 Single Family 180 176 19951130 20101201 No Doc Plus 667.09
7676075 MADDOX 1823 FURNACE ROAD JARRETTSVILLE MD 21084 60000.00 59900.95
9.000 8.750 29.27 Single Family 360 357 19951227 20260101 No Doc 482.77
7676141 GENARO 1429 IVEY CHURCH ROAD MAIDEN NC 28650 85000.00 84855.98
8.875 8.625 68.00 Single Family 360 357 19951208 20260101 No Doc Plus 676.30
7676174 CASTELLA 9712 MAIN STREET FAIRFAX VA 22031 108500.00 108311.36
8.750 8.500 70.00 Town House 360 357 19951220 20260101 No Doc Plus 853.57
7676182 WHITE 10808 ANITA DRIVE LORTON VA 22079 112500.00 112348.52
8.000 7.750 50.00 Single Family 360 358 19960108 20260201 No Doc 825.49
7676257 JAWORSKI 7 DOLAN STREET SAYERVILLE NJ 08872 60000.00 59890.17
8.500 8.250 69.77 Single Family 360 357 19951208 20260101 No Doc Plus 461.35
7676356 NGUYEN 5000 DOWNING CREEK DRIVE CHARLOTTE NC 28269 174000.00 173705.19
8.875 8.625 60.00 Single Family 360 357 19951215 20260101 No Doc 1384.42
7676364 COHEN 439 CENTRE STREET BEACH HAVEN NJ 08008 77000.00 76847.87
8.125 7.875 70.00 Single Family 360 357 19951226 20260101 No Doc Plus 571.72
7676497 RIVERA 975 W 72 PLACE HIALEAH FL 33014 60000.00 55124.38
9.250 9.000 51.28 Single Family 360 357 19951208 20260101 No Doc 493.61
7676513 THOMAS 415 MT. HOPE ROAD ROCKAWAY NJ 07885 60000.00 59766.69
9.000 8.750 40.82 Single Family 360 356 19951208 20251201 No Doc 482.77
7676620 IAMUNNO 320 SW 17TH STREET BOCA RATON FL 33432 175000.00 174603.19
8.875 8.625 55.90 Single Family 360 356 19951130 20251201 No Doc 1392.38
7676679 FETTERS 2010 HOPEWELL ROAD PORT DEPOSIT MD 21904 113400.00 113149.45
9.000 8.750 70.00 Single Family 360 356 19951208 20251201 No Doc Plus 912.44
7676752 ARGUELLO 14976 SW 60 STREET MIAMI FL 33193 95900.00 95737.52
8.875 8.625 59.97 Single Family 360 357 19951215 20260101 No Doc 763.02
7676760 ZORN 32 WINDSWEPT LANE HOWELL NJ 07728 190000.00 189652.23
8.500 8.250 54.29 Single Family 360 357 19951218 20260101 No Doc 1460.94
7676786 MOUNCEY 4 SCARLET OAK ROAD RARITAN TOWNSHIP NJ 08822 319000.00 318525.55
9.500 9.250 69.97 Single Family 360 357 19951221 20260101 No Doc Plus 2682.32
7676893 SHIRIT 438 KELLINGTON DRIVE EAST WINDSOR NJ 08520 79800.00 79574.46
8.250 8.000 70.00 Town House 180 179 19960227 20110301 No Doc Plus 774.17
7676976 MAHATOO 11800 ROYAL PALM BOULEVARD CORAL SPRINGS FL 33071 69900.00 69821.33
8.875 8.625 69.90 Town House 360 358 19960112 20260201 No Doc Plus 556.16
7676984 HAHN 119 WEATHERBURNE DRIVE ROSWELL GA 30076 93300.00 93104.26
9.250 9.000 69.99 Town House 360 356 19951130 20251201 No Doc Plus 767.56
7677040 HERSHEY 1126 WASHINGTON STREET HOLLYWOOD FL 33019 262500.00 260403.26
9.000 8.750 70.00 Single Family 180 177 19951227 20110101 No Doc Plus 2662.45
7677057 GUYTON 920 SUMMERLIN FALLS COURWILMINGTON NC 28412 78050.00 77390.95
8.375 8.125 69.98 Single Family 180 177 19951229 20110101 No Doc Plus 762.88
7677099 LAWSON 403 GABLEFIELD LANE APEX NC 27502 113600.00 113407.54
8.875 8.625 69.99 Single Family 360 357 19951201 20260101 No Doc Plus 903.85
7677107 LEE 36 BYRNE LANE HARRINGTON PARK NJ 07640 184000.00 182463.40
8.500 8.250 54.12 Single Family 180 177 19951221 20110101 No Doc 1811.92
7677149 LOPEZ 4024 DORADO DRIVE PALM BEACH GARDENS FL 33418 97900.00 97699.93
9.375 9.125 69.98 Single Family 360 356 19951130 20251201 No Doc Plus 814.28
19
<PAGE>
7677198 TRINGALE 10241 MARSHALL POND ROAD BURKE VA 22015 141600.00 141327.26
8.250 8.000 60.00 Single Family 360 357 19951228 20260101 No Doc 1063.79
7677230 HELMS 666 ATLANTIC ROAD NORTH PALM BEACH FL 33408 112700.00 111799.80
9.000 8.750 70.00 Single Family 180 177 19951215 20110101 No Doc Plus 1143.08
7677297 KOZELL 8033 NW 71ST COURT TAMARAC FL 33321 60200.00 59519.87
8.375 8.125 70.00 Single Family 180 176 19951130 20101201 No Doc Plus 588.41
7677404 GAZAWIE 37 EVERGREEN DRIVE NORTH CALDWELL NJ 07006 198000.00 196925.78
8.750 8.500 60.00 Single Family 180 178 19960104 20110201 No Doc 1978.91
7677446 PEREZ 3419 W 74TH STREET HIALEAH FL 33016 64150.00 64035.57
8.625 8.375 59.96 Single Family 360 357 19951218 20260101 No Doc 498.95
7677487 LAVERY 17 SOMMER AVENUE GLEN RIDGE NJ 07028 88000.00 87903.50
9.000 8.750 50.00 Single Family 360 358 19960104 20260201 No Doc 708.07
7677545 VITABILE 4 STEVENSON AVENUE MILLSTONE TOWNSHIP NJ 07026 200000.00 199614.77
8.250 8.000 50.00 Single Family 360 357 19951218 20260101 No Doc 1502.53
7677552 TOMARCHI 6 MOREDUN PLACE PHILADELPHIA PA 19115 77000.00 76851.68
8.250 8.000 70.00 Single Family 360 357 19951226 20260101 No Doc Plus 578.48
7677644 GORAL 3429 EAST GATE DRIVE HOLLAND PA 18966 81500.00 81330.64
7.875 7.625 69.96 Town House 360 357 19951208 20260101 No Doc Plus 590.93
7677669 SKYRM 4455 LEITCHES WHARF ROAD PRINCE FREDERICK MD 20678 120000.00 118599.22
8.000 7.750 42.86 Single Family 180 177 19951222 20110101 No Doc 1146.78
7677701 SINGAREL 389 MUIRFIELD PARKWAY CHARLESTON SC 29414 65000.00 64959.60
8.375 8.125 66.33 Single Family 360 359 19960227 20260301 No Doc Plus 494.05
7677735 CINTRA 7015 PINE HOLLOW DRIVE MOUNT DORA FL 32757 115000.00 113996.34
8.000 7.750 69.48 Single Family 180 177 19951215 20110101 No Doc Plus 1099.00
7677750 GARCIA 9547 SW 148TH AVENUE CIRC MIAMI FL 33196 63000.00 62895.99
9.000 8.750 67.74 Single Family 360 357 19951213 20260101 No Doc Plus 506.91
7677800 COPPENRA 319 ANDREW JACKSON TRAIL GULF BREEZE FL 32561 115500.00 115314.18
9.125 8.875 70.00 Single Family 360 357 19951214 20260101 No Doc Plus 939.75
7677842 CUSHING 219 BASH ROAD DOVER TOWNSHIP NJ 08753 60000.00 59818.54
8.000 7.750 41.38 Single Family 360 358 19960111 20260201 No Doc 440.26
7677875 AGLIO 1234 ALHAMBRA COURT PALM HARBOR FL 34683 82600.00 82507.05
8.875 8.625 70.00 Single Family 360 358 19960105 20260201 No Doc Plus 657.20
7677925 ALLEN 14255 CUMMING HIGHWAY CUMMING GA 30130 78000.00 77853.54
8.375 8.125 60.00 Single Family 360 357 19951220 20260101 No Doc 592.86
7677933 HERNANDE 9767 N.W 127 STREET HIALEAH GARDENS FL 33016 60000.00 59890.17
8.500 8.250 63.22 Single Family 360 357 19951215 20260101 No Doc Plus 461.35
7677941 VASQUEZ 1409 SCOTCH PINE DRIVE BRANDON FL 33511 97350.00 97180.75
8.750 8.500 70.00 Single Family 360 357 19951228 20260101 No Doc Plus 765.85
7677974 ARONEO 376 LEESVILLE ROAD JACKSON NJ 08527 80000.00 79864.44
8.875 8.625 64.00 Single Family 360 357 19951219 20260101 No Doc Plus 636.52
7678022 EMBAR 149 NORTH SUGAN ROAD NEW HOPE PA 18938 150000.00 149798.03
8.000 7.750 40.54 Single Family 360 358 19960112 20260201 No Doc 1100.65
7678048 DEGRAW 10 UNION BRICK ROAD BLAIRSTOWN NJ 07825 80000.00 79867.91
9.000 8.750 33.76 Single Family 360 357 19951215 20260101 No Doc 643.70
7678055 BARTHOLO 5205 COUNTRY TRAIL RALEIGH NC 27613 150500.00 150312.25
8.375 8.125 70.00 Single Family 360 358 19960123 20260201 No Doc Plus 1143.91
7678063 DORMAN 15 PARKSIDE DRIVE SPOTSWOOD NJ 08884 74900.00 74848.45
7.875 7.625 59.97 Town House 360 359 19960228 20260301 No Doc 543.08
7678089 FANG 11215 LONGHEDGE LANE CHARLOTTE NC 28273 100000.00 99146.24
8.250 8.000 69.93 Single Family 180 177 19951222 20110101 No Doc Plus 970.14
7678113 BULLOCK 7880 CHAPEL HILL ROAD CARY NC 27513 141000.00 180182.34
8.000 7.750 60.00 Single Family 180 178 19960125 20110201 No Doc 1347.47
7678154 FRANCIS 9323 MEREDITH AVENUE LAUREL MD 20723 95250.00 94472.03
8.750 8.500 58.80 Single Family 180 177 19951220 20110101 No Doc 951.97
7678196 BUTLER 8003 WHISPER LAKE LANE EA PONTE VEDRA BEACH FL 32082 297500.00 297008.83
9.000 8.750 70.00 Single Family 360 357 19951229 20260101 No Doc Plus 2393.75
7678212 MASSIE 4119 DENFIELD AVENUE KENSINGTON MD 20895 70000.00 69884.41
9.000 8.750 48.61 Single Family 360 357 19951221 20260101 No Doc 563.24
7678279 DELARCO 5304 BACK SAIL COURT RALEIGH NC 27613 69650.00 69074.77
8.625 8.375 41.05 Single Family 180 177 19951215 20110101 No Doc 690.98
7678295 FERRARA 1905 N 54TH AVENUE HOLLYWOOD FL 33021 80000.00 79331.92
8.500 8.250 59.26 Single Family 180 177 19951229 20110101 No Doc 787.79
7678329 SANCHEZ 7893 SW 162 PLACE MIAMI FL 33193 88100.00 87998.27
8.750 8.500 69.98 Single Family 360 358 19960110 20260201 No Doc Plus 693.08
7678345 DEMOS 7756 DESIREE STREET ALEXANDRIA VA 22315 60000.00 59890.17
8.500 8.250 38.65 Town House 360 357 19951221 20260101 No Doc 461.35
7678352 DE LEONA 532 HOPPER AVENUE WYCKOFF NJ 07481 190000.00 189679.85
8.750 8.500 50.00 Single Family 360 358 19960129 20260201 No Doc 1494.73
7678394 CUSMANO 15 FAIRFIELD DRIVE TINTON FALLS NJ 07724 133000.00 132834.08
8.375 8.125 70.00 Single Family 360 358 19960126 20260201 No Doc Plus 1010.90
7678428 KANDIGIA 1102 BROADMOOR COURT BEL AIR MD 21014 70000.00 69919.16
8.750 8.500 37.84 Single Family 360 358 19960117 20260201 No Doc 550.69
7678519 TOLEN 6806 CARMEL HILLS DRIVE CHARLOTTE NC 28226 111300.00 111096.29
8.500 8.250 70.00 Single Family 360 357 19951229 20260101 No Doc Plus 855.80
7678550 HABEN 106 KENTBERRY COURT GASTONIA NC 28058 79800.00 79653.95
8.500 8.250 70.00 Single Family 360 357 19951229 20260101 No Doc Plus 613.59
7678568 LIN 200 CANTERBURY DRIVE DUNN NC 28334 100000.00 99426.47
8.125 7.875 59.99 Single Family 180 178 19960125 20110201 No Doc 962.88
7678584 SCHREER 14 CORTLAND AVENUE JERICHO NY 11753 153000.00 152809.14
8.375 8.125 41.35 Single Family 360 358 19960119 20260201 No Doc 1162.91
7678634 GILMORE 2089 BONISLE CIRCLE PALM BEACH GARDENS FL 33418 62900.00 62781.88
8.375 8.125 58.29 Single Family 360 357 19951222 20260101 No Doc 478.09
7678683 LIVESAY RT. 2 BOX 58 BULLOCK COLBERT GA 30628 86800.00 86619.62
7.875 7.625 70.00 Single Family 360 357 19960103 20260101 No Doc Plus 629.36
7678691 COHEN 38 KINGSTON TERRACE SOUTH BRUNSWICK NJ 08540 175000.00 174764.37
8.000 7.750 62.50 Single Family 360 358 19960129 20260201 No Doc Plus 1284.09
7678717 ALLEN 121 PALERMO DRIVE ISLAMORADA FL 33036 95000.00 94455.14
8.125 7.875 51.35 Single Family 180 178 19960125 20110201 No Doc Plus 914.74
20
<PAGE>
7678725 NGUYEN 5013 OUTISLAND DRIVE WILMINGTON NC 28409 115500.00 115355.92
8.375 8.125 70.00 Single Family 360 358 19960129 20260201 No Doc Plus 877.88
7678782 MCELWEE 43448 WHETSTONE COURT ASHBURN VA 22011 172000.00 171651.45
8.000 7.750 63.24 Single Family 360 357 19951228 20260101 No Doc Plus 1262.08
7678790 KAPELOW 995 HILLSBORO MILE HILLSBORO BEACH FL 33062 600000.00 598227.35
7.750 7.500 30.06 Single Family 180 179 19960208 20110301 No Doc 5647.65
7678949 RODRIGUE 141 NW 152 AVENUE PEMBROKE PINES FL 33028 93350.00 93170.18
8.250 8.000 69.98 Single Family 360 357 19951229 20260101 No Doc Plus 701.31
7678998 YAGER, 8206 WINDSPRAY DRIVE SUMMERFIELD NC 27358 70000.00 69611.65
8.500 8.250 43.48 Single Family 180 178 19960104 20110201 No Doc 689.32
7683139 MATSUMOT 13769 NW LOGIE TRAIL HILLSBORO OR 97124 155500.00 155500.00
8.625 8.375 50.00 Single Family 360 360 19960319 20260401 No Doc 1209.46
7683162 PRATER 2502 57TH STREET S.W. EVERETT WA 98203 216300.00 215914.13
8.625 8.375 70.00 Single Family 360 357 19951204 20260101 No Doc Plus 1682.36
7683170 HAUGSVEN 3510 209TH PLACE NORTHEAS REDMOND WA 98053 98000.00 97771.97
8.750 8.500 37.69 Single Family 360 356 19951128 20251201 No Doc 770.97
7683220 WELZEL 414 SOUTH 15TH AVENUE BOZEMAN MT 59715 96300.00 96141.02
9.000 8.750 60.00 Single Family 360 357 19951213 20260101 No Doc 774.85
7687023 GOSIENGF 30 PRIMROSE WAY SAN RAMON CA 94583 272900.00 272214.36
8.375 8.125 70.00 Single Family 360 356 19951120 20251201 No Doc Plus 2074.24
7687031 KIPP JR 363 MOUNTAINVIEW DRIVE FOLSOM CA 95630 180000.00 179552.20
9.250 9.000 50.00 Single Family 360 356 19951127 20251201 No Doc 1480.82
7687049 LINDGREN 14622 NORTHEAST 180TH PLACE WOODINVILLE WA 98072 85000.00 84081.18
8.875 8.625 50.00 Single Family 180 176 19951121 20101201 No Doc 855.82
7687189 SHIREMAN 120 VILLAGE BOULEVARD #1 INCLINE VILLAGE NV 89451 106000.00 104775.83
8.125 7.875 50.00 Condo 180 176 19951121 20101201 No Doc Plus 1020.66
7687213 WALZER 3297 WALTON WAY SAN JOSE CA 95117 175000.00 173022.83
8.375 8.125 48.21 Single Family 180 176 19951124 20101201 No Doc 1710.50
7687262 DICKEY 231 AVENIDA SANTA BARBAR LA HABRA CA 90631 80000.00 79857.29
8.625 8.375 28.57 Single Family 360 357 19951201 20260101 No Doc 622.23
7687270 OLSON 2202 NW MILL POND ROAD PORTLAND OR 97229 206600.00 206457.82
7.875 7.625 69.99 Single Family 360 359 19960215 20260301 No Doc Plus 1497.99
7687338 ROSE 19567 CHAPARRAL CIRCLE PENN VALLEY CA 95946 65000.00 64852.61
8.875 8.625 39.39 Single Family 360 356 19951128 20251201 No Doc 517.17
7687346 SEGALL-M 2537 NORTH VERDA COURT SIMI VALLEY CA 93065 80000.00 79867.91
9.000 8.750 40.00 Single Family 360 357 19951206 20260101 No Doc 643.70
7687445 BECKETT 650 NICHOLAS DRIVE SPRINGFIELD OR 97477 85400.00 85251.53
8.750 8.500 70.00 Single Family 360 357 19951211 20260101 No Doc Plus 671.84
7687601 HUANG 371 HUNTINGTON UNIT 180 IRVINE CA 92720 60000.00 59565.19
9.000 8.750 48.78 Condo 360 356 19951130 20251201 No Doc 482.77
7687684 LEONHARD 9312 MONTE VISTA STREET RANCHO CUCAMONGA CA 91701 82000.00 81902.83
8.625 8.375 54.67 Single Family 360 358 19960105 20260201 No Doc 637.79
7687734 SVILENKO 5373 PAINTED MIRAGE ROAD LAS VEGAS NV 89129 76150.00 75326.85
8.875 8.625 59.96 Town House 180 176 19951201 20101201 No Doc 766.71
7687759 WILSON 2954 DRY CREEK ROAD EUGENE OR 97404 113000.00 112803.54
8.750 8.500 69.96 Single Family 360 357 19951215 20260101 No Doc Plus 888.97
7687767 ENDERLIN 11270 SW APALACHEE STREET TUALATIN OR 97062 104200.00 104004.33
8.375 8.125 64.99 Single Family 360 357 19951211 20260101 No Doc Plus 792.00
7687775 WEBER 2239 BEVERLY STREET SPRINGFIELD OR 97477 62500.00 62385.61
8.500 8.250 50.00 Single Family 360 357 19951221 20260101 No Doc 480.57
7687817 WILLIS 15672 S.W. WILLOW COURT SHERWOOD OR 97140 129400.00 129169.15
8.625 8.375 69.96 Single Family 360 357 19951220 20260101 No Doc Plus 1006.46
7687841 PICKERIN 402 SERPENTINE DRIVE DEL MAR CA 92041 383000.00 382546.14
8.625 8.375 50.00 Single Family 360 358 19960105 20260201 No Doc 2978.93
7687858 MARTIN 1612 ALAMEDA AVENUE ALAMEDA CA 94501 100000.00 99830.58
8.875 8.625 37.74 Single Family 360 357 19951221 20260101 No Doc 795.64
7687866 KAPLAN 14866 SE SIEBEN CREEK DRIV CLACKAMAS OR 97015 75000.00 74862.71
8.500 8.250 46.58 Single Family 360 357 19951219 20260101 No Doc 576.69
7687874 RICAFORT 3820 VIDALIA AVENUE NORTH LAS VEGAS NV 89030 75800.00 75755.25
8.625 8.375 59.97 Single Family 360 359 19960213 20260301 No Doc 589.56
7687882 GAUD 9848 PANORAMA CLIFF DRIVE LAS VEGAS NV 89134 77600.00 77461.58
8.625 8.375 69.99 Single Family 360 357 19951212 20260101 No Doc Plus 603.56
7687890 TOMPKINS 13700 FALLING LEAF PENN VALLEY CA 95946 200000.00 199624.47
8.375 8.125 66.89 Single Family 360 357 19951212 20260101 No Doc Plus 1520.14
7687932 CRIDER 4380 SW DOUGLAS WAY LAKE OSWEGO OR 97035 107800.00 107662.04
8.250 8.000 70.00 Single Family 360 358 19960111 20260201 No Doc Plus 809.87
7687957 HARRIS 2516 BOWFIN AVENUE SAN PEDRO AREA CA 90732 208500.00 208352.84
7.750 7.500 74.46 Single Family 360 359 19960215 20260301 No Doc Plus 1493.72
7688013 STORGAAR 21274SW WINTERFIELD LANE ALOHA OR 97007 95550.00 95442.47
8.875 8.625 70.00 Single Family 360 358 19960103 20260201 No Doc Plus 760.24
7688021 PETERSON 3010 199TH AVENUE EAST SUMNER WA 98390 185250.00 184910.94
8.500 8.250 54.49 Single Family 360 357 19951218 20260101 No Doc 1424.41
7688054 MILSOP 5609 AQUA OCEAN AVENUE LAS VEGAS NV 89130 83100.00 82920.78
8.375 8.125 59.81 Single Family 360 357 19951213 20260101 No Doc 631.62
7688070 YU 52 DEL VENTURA IRVINE CA 92714 156000.00 155683.89
8.000 7.750 69.99 Single Family 360 357 19951219 20260101 No Doc Plus 1144.67
7688104 BULYSZYN 124 LOIS AVENUE PITTSBURG CA 94565 67500.00 67404.41
7.750 7.500 50.00 Single Family 360 358 19960101 20260201 No Doc 483.58
7688138 SILVA 5338 YARMOUTH COURT NEWARK CA 94560 215600.00 215205.38
8.500 8.250 70.00 Single Family 360 357 19951214 20260101 No Doc Plus 1657.78
7688237 BENSON 1319 IGUANA CIRCLE VENTURA CA 93003 75050.00 74909.09
8.375 8.125 64.98 Town House 360 357 19951218 20260101 No Doc Plus 570.43
7688328 BELLINGE 100 EMERALD STREET KETCHUM ID 83340 150000.00 148531.43
8.000 7.750 46.88 Single Family 180 177 19951222 20110101 No Doc 1433.48
7688344 FLEMING 27523 DANDELION COURT TEMECULA CA 92591 71100.00 70952.25
7.875 7.625 60.00 Single Family 360 357 19951222 20260101 No Doc 515.52
7688419 BRATSLAV 412 25TH STREET UPLAND CA 91784 400000.00 399538.06
8.750 8.500 44.44 Single Family 360 358 19960116 20260201 No Doc 3146.80
21
<PAGE>
7688435 HAMSHAR 1277 SUNNY DRIVE EUGENE OR 97404 62300.00 62013.03
7.875 7.625 70.00 Single Family 360 358 19960110 20260201 No Doc Plus 451.72
7688476 SPRANO 335 EAST MOUNTAIN COURT BREA CA 92621 83200.00 83039.76
8.250 8.000 65.00 Town House 360 357 19951222 20260101 No Doc Plus 625.05
7688492 COOPER 2221 STARLINE MEADOW PLAC LAS VEGAS NV 89134 124600.00 124366.03
8.375 8.125 69.97 Single Family 360 357 19951227 20260101 No Doc Plus 947.05
7688583 MCNIVEN, 613 MCKINNON AVENUE SUMNER WA 98390 64000.00 63927.98
8.875 8.625 50.00 Single Family 360 358 19960105 20260201 No Doc 509.21
7688757 SANDOVAL 12971 ROADRUNNER DRIVE PENN VALLEY CA 95946 54000.00 53937.63
8.750 8.500 50.00 Single Family 360 358 19960105 20260201 No Doc 424.82
7688880 BERNHARD 818 SUMMIT BOULEVARD SPRINGFIELD OR 97477 138750.00 138665.94
8.500 8.250 75.00 Single Family 360 359 19960214 20260301 No Doc Plus 1066.87
7688914 CRAMER 926 CABRIOLE COURT EUGENE OR 97401 90600.00 90600.00
8.750 8.500 60.00 Single Family 360 360 19960314 20260401 No Doc 712.75
7688963 LEVIN 2515 ONYX STREET EUGENE OR 97403 80500.00 80399.57
8.375 8.125 70.00 Single Family 360 358 19960110 20260201 No Doc Plus 611.86
7689011 MATTHEWS 15451 VARDEN STREET LOS ANGELES CA 91403 130000.00 129925.21
8.750 8.500 50.00 Single Family 360 359 19960208 20260301 No Doc 1022.71
7689052 HALL 9848 NORTH LAKE BOULEVARD KINGS BEACH CA 95719 91000.00 90944.87
8.500 8.250 49.19 Single Family 360 359 19960209 20260301 No Doc 699.71
7689110 LEVIN 400 REDWOOD HEIGHTS ROAD APTOS CA 95003 100000.00 99407.20
7.750 7.500 25.64 Single Family 180 178 19960122 20110201 No Doc 941.28
7689144 BATE 23819 23RD AVENUE WEST BOTHELL WA 98021 87500.00 87379.16
7.875 7.625 59.12 Single Family 360 358 19960201 20260201 No Doc 634.44
7689201 GATES 2988 DARTMOUTH CIRCLE CORONA CA 91719 75000.00 74913.38
8.750 8.500 51.72 Single Family 360 358 19960112 20260201 No Doc 590.03
7689268 ABBARA 20625 CRESTLINE DRIVE (DIAMOND BAR AREA) CA 91765 296750.00 296360.45
8.125 7.875 69.99 Single Family 360 358 19960119 20260201 No Doc Plus 2203.36
7689300 FRESCHI 4095 PINE MEADOWS WAY PEBBLE BEACH CA 93953 300000.00 299585.73
7.875 7.625 66.52 Single Family 360 358 19960123 20260201 No Doc Plus 2175.21
7689409 WOTRING 1505 SHAW DRIVE SAN JOSE CA 95118 130000.00 129837.84
8.375 8.125 48.69 Single Family 360 358 19960122 20260201 No Doc 988.09
7689417 RILEY 1114 NORTON AVENUE GLENDALE CA 91202 196000.00 195890.12
8.875 8.625 70.00 Single Family 360 359 19960131 20260301 No Doc Plus 1559.46
7689490 MINARD 5729 JANELLE DRIVE LAS VEGAS NV 89129 86600.00 86546.18
8.375 8.125 69.99 Single Family 360 359 19960222 20260301 No Doc Plus 658.22
7689516 PICKETT- 6515 116TH AVENUE NORTHEA KIRKLAND WA 98033 105500.00 105425.54
7.750 7.500 52.23 Single Family 360 359 19960206 20260301 No Doc 755.81
7689532 JAO 312 CERRO DRIVE DALY CITY CA 94015 200000.00 199737.47
8.125 7.875 58.32 Single Family 360 358 19960123 20260201 No Doc 1484.99
7689557 HAWKINS 6342 S.APPLE LANE FREELAND WA 98249 150000.00 149909.13
8.500 8.250 38.27 Single Family 360 359 19960202 20260301 No Doc 1153.37
7689649 BARANOV 25726 SUNRISE WAY LOMA LINDA CA 92354 78400.00 78346.05
7.875 7.625 70.00 Condo 360 359 19960220 20260301 No Doc Plus 568.45
7689664 MAZZOLA 3316 REDWOOD RIDGE WAY NORTH LAS VEGAS NV 89031 69300.00 69009.94
8.250 8.000 69.97 Single Family 360 358 19960129 20260201 No Doc Plus 520.63
7689714 BALLARD 622 CATRON DRIVE OAKLAND CA 94603 65000.00 65000.00
9.250 9.000 50.00 Single Family 360 360 19960308 20260401 No Doc 534.74
7689813 MANANKIL 906 EAST 20TH STREET SANTA ANA CA 92706 87500.00 87449.66
8.750 8.500 50.00 Single Family 360 359 19960208 20260301 No Doc 688.36
7689821 SCHREINE 29126 28TH AVENUE NW STANWOOD WA 98292 74500.00 74448.73
7.875 7.625 31.70 Single Family 360 359 19960220 20260301 No Doc 540.18
7689888 SCHWAMB 7305 SE 22ND AVENUE PORTLAND OR 97202 129900.00 129808.32
7.750 7.500 72.21 Single Family 360 359 19960216 20260301 No Doc Plus 930.62
7689904 KNAPP 40372 CALLE MEDUSA TEMECULA CA 92591 113000.00 112839.97
7.750 7.500 69.75 Single Family 360 358 19960124 20260201 No Doc Plus 809.55
7689912 MCDERMOT 13 MARSEILLE LAGUNA NIGUEL CA 92677 198000.00 197733.41
8.000 7.750 60.00 Condo 360 358 19960124 20260201 No Doc Plus 1452.85
7690001 HANSEN 15985 REDCLOVER LANE SHERWOOD OR 97140 87500.00 87393.61
8.500 8.250 70.00 Single Family 360 358 19960130 20260201 No Doc Plus 672.80
7690027 DA ORO 25238 HATTON ROAD CARMEL CA 93923 274750.00 274560.92
7.875 7.625 70.00 Single Family 360 359 19960205 20260301 No Doc Plus 1992.13
7690050 DUFFY 11761 LAUREL CREST DRIVE (STUDIO CITY AREA) CA 91604 80000.00 79869.58
7.875 7.625 20.51 Single Family 360 358 19960130 20260201 No Doc 580.06
7690217 EHRLER 17052 BERNARDO OAKS DRIVE SAN DIEGO CA 92128 60000.00 59919.21
8.000 7.750 33.43 Single Family 360 358 19960124 20260201 No Doc 440.26
7690241 HARVEY 14615 NORTHEAST 64TH STREE REDMOND WA 98052 80000.00 79955.15
8.875 8.625 46.51 Single Family 360 359 19960222 20260301 No Doc 636.52
7690332 VAN WINK 2111 CARTAGENA DRIVE YUBA CITY CA 95993 112000.00 111926.73
8.125 7.875 70.00 Single Family 360 359 19960202 20260301 No Doc Plus 831.60
7690407 ROBINSON 3625 CALAFIA AVENUE OAKLAND CA 94605 121500.00 121416.38
7.875 7.625 75.00 Single Family 360 359 19960205 20260301 No Doc Plus 880.96
7690431 DOE 14131SW CHEHALEM COURT TIGARD OR 97223 132000.00 131926.00
8.875 8.625 75.00 Single Family 360 359 19960212 20260301 No Doc Plus 1050.25
7690449 GRAVES 3205 S MOUNT BAKER BOULEVAR SEATTLE WA 98144 80000.00 79952.77
8.625 8.375 40.00 Single Family 360 359 19960214 20260301 No Doc 622.23
7690498 PONCE 924 CLUBVIEW DRIVE HENDERSON NV 89015 71700.00 71660.84
9.000 8.750 69.96 Single Family 360 359 19960223 20260301 No Doc Plus 576.91
7690514 KIM 10034 177TH AVENUE NORTHE REDMOND WA 98052 118000.00 117651.37
7.750 7.500 45.74 Single Family 180 179 19960208 20110301 No Doc 1110.71
7690555 TRAGERMA 24650 CALLE ARDILLA CALABASAS CA 91302 203150.00 203020.46
8.250 8.000 67.72 Single Family 360 359 19960207 20260301 No Doc Plus 1526.20
7690696 ALMOGELA 5701 SAVANT COURT LAS VEGAS NV 89129 86650.00 86597.51
8.500 8.250 48.68 Single Family 360 359 19960214 20260301 No Doc 666.26
7690720 MOSQUERA 3137 WEST LINDACITA LANE ANAHEIM CA 92804 108000.00 107925.68
7.875 7.625 60.00 Single Family 360 359 19960206 20260301 No Doc 783.07
7690738 DENNETT 120 SPRAY AVENUE MONTEREY CA 93940 110000.00 109933.37
8.500 8.250 50.00 Single Family 360 359 19960220 20260301 No Doc 845.80
22
<PAGE>
7690746 LEWIS 3445 WESTWIND ROAD LAS VEGAS NV 89102 173500.00 172486.72
8.125 7.875 59.01 Single Family 360 359 19960214 20260301 No Doc 1288.23
7690811 ALEXANDE 820 WHITE ELM DRIVE LOVELAND CO 80538 50000.00 49966.45
8.000 7.750 42.55 Single Family 360 359 19960212 20260301 No Doc 366.88
7690829 GOSS 13588 LITTLE BIRD LANE PENN VALLEY CA 95946 82500.00 82450.02
8.500 8.250 50.00 Single Family 360 359 19960214 20260301 No Doc 634.35
7690902 ABENDROT 55 LONESOME POLECAT LAN CARSON CITY NV 89704 172500.00 171995.95
7.875 7.625 75.00 Single Family 180 179 19960221 20110301 No Doc Plus 1636.08
7690977 NETHERBY 11397 MARJON DRIVE NEVADA CITY CA 95959 157500.00 157411.07
8.875 8.625 70.00 Single Family 360 359 19960216 20260301 No Doc Plus 1253.14
7691009 CHANG 9118 CLASSIC DRIVE, N.E. OLYMPIA WA 98516 84000.00 83945.05
8.125 7.875 60.00 Single Family 360 359 19960216 20260301 No Doc 623.70
7691199 TABONA 35 NOEL AVENUE BROOKLYN NY 11229 108000.00 107817.00
8.875 8.625 60.00 Single Family 360 357 19951227 20260101 No Doc 859.30
7691223 CHO 31129 STURBRIDGE FARMINGTON HILLS MI 48331 137550.00 137316.95
8.875 8.625 70.00 Single Family 360 357 19951207 20260101 No Doc Plus 1094.41
7691231 DELAHANT 95 WEST LONG MEADOW DRI STAATSBURG NY 12580 60000.00 59890.17
8.500 8.250 47.24 Single Family 360 357 19951227 20260101 No Doc 461.35
7691256 FERRIS 180 HIGH STREET RANDOLPH MA 02368 70000.00 69875.14
8.625 8.375 49.65 Single Family 360 357 19951222 20260101 No Doc 544.45
7691298 SPADY 248 ALGER STREET WINCHENDON MA 01475 60000.00 59965.48
8.750 8.500 69.04 Single Family 360 359 19960209 20260301 No Doc Plus 472.02
7691348 MCCRYSTA 40 NEKICK ROAD WARWICK RI 02818 80000.00 79874.62
9.250 9.000 53.33 Single Family 360 357 19951221 20260101 No Doc 658.14
7691355 SCIFO 78 PINE HILL ROAD HIGHLAND MILLS NY 10930 88000.00 87893.01
8.500 8.250 50.00 Single Family 360 358 19960129 20260201 No Doc 676.64
7691363 LEVT 2518 AVENUE M BROOKLYN NY 11210 117000.00 117000.00
9.375 9.125 60.00 Single Family 360 360 19960315 20260401 No Doc 973.15
7691397 DREWS 19136 MIDLAND AVENUE MOKENA IL 60448 67500.00 66562.37
9.250 9.000 49.27 Single Family 240 237 19951228 20160101 No Doc 618.21
7691413 CARVELLA 62 PARKWAY BOULEVARD LAKE RONKONKOMA NY 11779 63000.00 62491.14
8.875 8.625 70.00 Single Family 180 177 19951219 20110101 No Doc Plus 634.31
7691421 CAPPOLA 62 HELEN ROAD BRAINTREE MA 02184 100000.00 99943.94
8.875 8.625 50.00 Single Family 360 359 19960212 20260301 No Doc 795.64
7691462 FAHNESTO 2 FIELDSTONE COURT POUGHKEEPSIE NY 12603 241500.00 241046.55
8.375 8.125 70.00 Single Family 360 357 19951228 20260101 No Doc Plus 1835.57
7691538 BOU-HARB 50 ENDICAR DRIVE TOWN OF IRONDEQUOIT NY 14622 138600.00 138444.03
8.875 8.625 70.00 Single Family 360 358 19960110 20260201 No Doc Plus 1102.76
7691553 JESSUP LONG HILL ROAD CORNWALL NY 12518 65400.00 65400.00
9.125 8.875 60.00 Single Family 360 360 19960312 20260401 No Doc 532.12
7691603 SUCHY 510 GEORGE'S HILL ROAD SOUTHBURY CT 06788 140000.00 139762.81
8.875 8.625 50.00 Single Family 360 357 19951229 20260101 No Doc 1113.90
7691645 STRZALKO 3601 RIDGE DRIVE SPRING GROVE IL 60081 115000.00 114863.71
8.625 8.375 46.94 Single Family 360 358 19960124 20260201 No Doc 894.46
7691660 RO 5342 W. LUNT AVENUE SKOKIE IL 60076 100000.00 99884.52
8.750 8.500 44.44 Town House 360 358 19960131 20260201 No Doc 786.70
7691728 CONFORTO 484 SHAWSHEEN AVENUE WILMINGTON MA 01887 161000.00 160907.37
8.750 8.500 70.00 Single Family 360 359 19960209 20260301 No Doc Plus 1266.59
7691744 HANNEMAN 51 GREEN AVENUE RYE NY 10580 150000.00 149911.45
8.625 8.375 28.20 Single Family 360 359 19960129 20260301 No Doc 1166.68
7691769 RUSSO 62 SATELLITE DRIVE ISLIP TERRACE NY 11752 84900.00 84849.88
8.625 8.375 60.00 Single Family 360 359 19960215 20260301 No Doc 660.34
7691827 MURAC 12 COVE DRIVE SAG HARBOR NY 11963 185500.00 185250.25
8.000 7.750 70.00 Single Family 360 358 19960112 20260201 No Doc Plus 1361.13
7691850 KLARICH 10020 S. HOYNE AVENUE CHICAGO IL 60643 115000.00 114852.83
8.250 8.000 41.07 Single Family 360 358 19960118 20260201 No Doc 863.96
7691918 ARNOLD, 3606 GLENERIE BOULEVARD SAUGERTIES NY 12477 60200.00 60126.80
8.500 8.250 70.00 Single Family 360 358 19960201 20260201 No Doc Plus 462.89
7691926 SEDA 200 WILLOW LANE ELK GROVE VILLAGE IL 60007 60000.00 59932.47
8.875 8.625 39.47 Single Family 360 358 19960105 20260201 No Doc 477.39
7691983 LANNAN 7 WILDWOOD DRIVE MEDFIELD MA 02052 145200.00 144394.48
8.500 8.250 64.53 Single Family 180 178 19960110 20110201 No Doc Plus 1429.84
7691991 SIMMONS 27 BELLEAU ROAD SALEM MA 01970 93000.00 92880.99
8.250 8.000 60.00 Single Family 360 358 19960131 20260201 No Doc Plus 698.68
7692031 HUGHES 343 PENINSULA BOULEVARD CEDARHURST NY 11516 90000.00 89881.85
8.125 7.875 52.94 Single Family 360 358 19960126 20260201 No Doc 668.25
7692122 LINN 3607 LINNEMAN STREET GLENVIEW IL 60025 60000.00 60000.00
8.750 8.500 38.71 Single Family 360 360 19960306 20260401 No Doc 472.02
7692205 WOOD 10 SEDGEWICK LANE SANDWICH MA 02563 141400.00 141400.00
9.250 9.000 70.00 Single Family 360 360 19960312 20260401 No Doc Plus 1163.26
7692221 FARRELL 258 W FOREST AVENUE PAWTUCKET RI 02860 72450.00 72364.14
8.625 8.375 70.00 Single Family 360 358 19960119 20260201 No Doc Plus 563.51
7692239 EVERATT 2 FREEMAN AVENUE SANDWICH MA 02563 63000.00 62626.54
7.750 7.500 43.15 Single Family 180 178 19960122 20110201 No Doc 593.00
7692270 GRECO 1204 CARSWELL ELK GROVE VILLAGE IL 60007 74000.00 73182.70
7.875 7.625 44.31 Single Family 120 118 19960117 20060201 No Doc 892.94
7692361 GOULD 1212 DANNET COURT BUFFALO GROVE IL 60089 86000.00 85900.68
8.750 8.500 38.74 Single Family 360 358 19960115 20260201 No Doc 676.56
7692411 ZHENG 165 WOODSLEE TROY MI 48083 80000.00 79763.65
7.750 7.500 50.24 Single Family 180 179 19960223 20110301 No Doc 753.02
7692437 BIENIASZ 3 CHERRY HILL COURT DEARBORN MI 48124 97500.00 97500.00
8.500 8.250 50.00 Single Family 360 360 19960313 20260401 No Doc 749.69
7692445 LIN 4127 RIDGEWOOD DRIVE PITTSFIELD TWP MI 48197 114200.00 113880.80
8.375 8.125 59.42 Single Family 180 179 19960212 20110301 No Doc 1116.22
7692460 LAURIA 43 CARLTON STREET BROOKLINE MA 02146 99000.00 98888.59
8.875 8.625 39.94 Condo 360 358 19960124 20260201 No Doc 787.69
7692510 RUDOLPH 84 ROSEADE PARKWAY BURLINGTON VT 05401 76400.00 76357.17
8.875 8.625 52.69 Single Family 360 359 19960216 20260301 No Doc 607.87
23
<PAGE>
7692569 DICKESON 50 DESERT SANDS LANE YARMOUTHPORT MA 02675 140000.00 139919.45
8.750 8.500 50.00 Single Family 360 359 19960221 20260301 No Doc 1101.38
7692585 ANGUS 61 BOGTOWN ROAD NORTH SALEM NY 10578 86500.00 86247.25
7.875 7.625 35.31 Single Family 180 179 19960215 20110301 No Doc 820.41
7692593 HESS 100 SYCAMORE ROAD BRAINTREE MA 02184 307500.00 307500.00
9.250 9.000 75.00 Single Family 360 360 19960307 20260401 No Doc Plus 2529.73
7692619 BUTRUS 27221 AUDREY WARREN MI 48092 77850.00 77804.04
8.625 8.375 69.98 Single Family 360 359 19960221 20260301 No Doc Plus 605.51
7692627 JOHNSON 15 WESTBORN DRIVE NASHUA NH 03062 77900.00 77800.30
8.250 8.000 72.80 Single Family 360 358 19960205 20260201 No Doc Plus 585.24
7692643 FAUST 9 MONTCLAIR DRIVE AUBURN MA 01501 60000.00 59965.48
8.750 8.500 44.12 Single Family 360 359 19960221 20260301 No Doc 472.02
7692734 NGUYEN 24 MESHAKA STREET WEST ROXBURY MA 02132 111650.00 111589.02
9.000 8.750 70.00 Single Family 360 359 19960229 20260301 No Doc Plus 898.36
7692742 COUGHLIN 425 MAIN STREET CHARLESTOWN MA 02129 95000.00 94946.74
8.875 8.625 50.00 Town House 360 359 19960304 20260301 No Doc 755.86
7692833 RINATO 265 77TH STREET BROOKLYN NY 11209 150000.00 149896.78
7.875 7.625 51.55 Single Family 360 359 19960229 20260301 No Doc 1087.60
7692841 RUSSELL 13 GLOUCESTER STREET BOSTON MA 02115 90000.00 89946.87
8.625 8.375 21.95 Condo 360 359 19960220 20260301 No Doc 700.01
7692890 YOUNG 62 BRADFORD STREET PROVINCETOWN MA 02657 157500.00 157500.00
9.375 9.125 75.00 Single Family 360 360 19960322 20260401 No Doc Plus 1310.01
7693229 GREENWOO 33 NORTH RIDGE ROAD IPSWICH MA 01938 87500.00 87500.00
8.250 8.000 44.87 Single Family 360 360 19960315 20260401 No Doc 657.36
7693245 KLAVDIAN 256 SCHOOL STREET WATERTOWN MA 02172 100000.00 100000.00
8.500 8.250 24.91 Single Family 360 360 19960315 20260401 No Doc 768.91
7693328 FOUST BOX 355 ROUTE 32 TILLSON NY 12486 103000.00 103000.00
8.750 8.500 57.70 Single Family 360 360 19960307 20260401 No Doc 810.30
7693369 MAHONEY 50 BRYANT STREET BEEKMAN NY 12570 96250.00 96250.00
9.125 8.875 70.00 Town House 360 360 19960314 20260401 No Doc Plus 783.12
7693633 LEE 292 LANGLEY ROAD NEWTON MA 02159 120000.00 120000.00
7.875 7.625 35.66 Single Family 180 180 19960329 20110401 No Doc 1138.14
7695091 JUDIN 8521 E AMETHYST LANE TUCSON AZ 85750 177600.00 177274.94
8.500 8.250 69.99 Single Family 360 357 19951215 20260101 No Doc Plus 1365.59
7695117 HAGEMANN 13657E CHARTER OAK DRIVE SCOTTSDALE AZ 85259 226800.00 226486.81
7.875 7.625 60.00 Single Family 360 358 19960111 20260201 No Doc Plus 1644.46
7695125 WHEELER 269 TRAVIS GULCH ROLLINSVILLE CO 80474 90000.00 89893.35
8.625 8.375 60.00 Single Family 360 358 19960112 20260201 No Doc 700.01
7695158 EVANS 101 MONTREAL DRIVE HURST TX 76054 109450.00 108794.03
7.625 7.375 59.98 Single Family 180 178 19960129 20110201 No Doc 1022.41
7695166 WESEMANN 1482 EAST KENSINGTON AVEN SALT LAKE CITY UT 84105 105000.00 104869.01
8.375 8.125 70.00 Town House 360 358 19960110 20260201 No Doc Plus 798.08
7695182 MCWHITE 708 E CARMEN STREET TEMPE AZ 85283 69900.00 69781.56
8.875 8.625 69.97 Single Family 360 357 19960103 20260101 No Doc Plus 556.16
7695208 WEISE 2912 FEATHERCREST DRIVE AUSTIN TX 78728 73100.00 72951.88
8.000 7.750 69.99 Single Family 360 357 19951218 20260101 No Doc Plus 536.38
7695216 CAFOUREK 8041 BRYANT STREET WESTMINSTER CO 80030 86700.00 86549.26
8.750 8.500 69.98 Single Family 360 357 19951220 20260101 No Doc Plus 682.07
7695224 STATELER 488 E COVERED WAGON DRIVE TUCSON AZ 85704 93900.00 93837.00
8.000 7.750 69.96 Single Family 360 359 19960213 20260301 No Doc Plus 689.00
7695257 VU 9335 RODGERS ROAD HOUSTON TX 77070 64000.00 63894.33
9.000 8.750 49.26 Single Family 360 357 19951215 20260101 No Doc 514.96
7695265 BUCHANAN 2919 CROSSVINE CIRCLE THE WOODLANDS TX 77380 94500.00 94326.84
8.500 8.250 70.00 Single Family 360 357 19951229 20260101 No Doc Plus 726.62
7695323 HYATT 122 WEST SIERRA CIRCLE SAN MARCOS TX 78666 100000.00 99893.17
9.125 8.875 62.50 Single Family 360 358 19960105 20260201 No Doc Plus 813.63
7695331 BAUM 30355 COUNTY ROAD 14E STEAMBOAT SPRINGS CO 80477 145000.00 144720.70
8.250 8.000 32.95 Single Family 360 357 19951230 20260101 No Doc 1089.34
7695349 LOYD 3512 LYTAL LANE EDMOND OK 73013 98350.00 98217.58
8.000 7.750 70.00 Single Family 360 358 19960105 20260201 No Doc Plus 721.66
7695372 NOWAK 13487 GARFIELD STREET THORNTON CO 80241 100000.00 99816.97
8.500 8.250 57.64 Single Family 360 357 19951228 20260101 No Doc 768.91
7695406 BYRNE 132 WEST WESTVIEW DRIVE OREM UT 84058 230900.00 230498.56
8.750 8.500 69.99 Single Family 360 357 19951226 20260101 No Doc Plus 1816.49
7695414 BERGERON 1 RUFIN PLACE JEFFERSON LA 70121 76000.00 75857.32
8.375 8.125 64.14 Single Family 360 357 19951219 20260101 No Doc Plus 577.65
7695422 NGUYEN 20018 LAKESPIRE DRIVE KATY TX 77449 76200.00 75570.65
8.625 8.375 60.00 Single Family 180 177 19951229 20110101 No Doc 755.97
7695471 JENSKY 6130 N VIA DEL TECACO TUCSON AZ 85718 164500.00 164400.35
8.500 8.250 70.00 Single Family 360 359 19960220 20260301 No Doc Plus 1264.86
7695505 THOMAS 1425 HARVARD STREET HOUSTON TX 77008 69000.00 68867.11
8.250 8.000 60.00 Single Family 360 357 19951229 20260101 No Doc 518.37
7695513 NGUYEN 8109 RAMBLER ROSE FORT WORTH TX 76137 61350.00 60986.33
7.750 7.500 69.97 Single Family 180 178 19960118 20110201 No Doc Plus 577.47
7695554 CLEVELAN 132 BEAR CREEK DRIVE FLORISSANT CO 80816 82250.00 82103.27
8.625 8.375 64.51 Single Family 360 357 19951228 20260101 No Doc Plus 639.73
7695570 BEUTEL 60 WILDFLOWER WAY SANTA FE NM 87501 318500.00 318092.42
8.250 8.000 70.00 Single Family 360 358 19960131 20260201 No Doc Plus 2392.78
7695588 KEMP 3 UTE CIRCLE SANTA FE NM 87505 255000.00 254496.18
8.125 7.875 57.95 Single Family 360 357 19960103 20260101 No Doc 1893.37
7695596 BENNETT 258 GALLINA ROAD SANTA FE NM 87505 245000.00 244694.37
8.375 8.125 57.65 Single Family 360 358 19960110 20260201 No Doc 1862.18
7695620 WEAKLEY 2318 17TH STREET BOULDER CO 80304 120000.00 119801.87
9.000 8.750 50.00 Single Family 360 357 19951229 20260101 No Doc 965.55
7695661 GRELL 5080 S CLARKSON STREET ENGLEWOOD CO 80110 205100.00 204724.61
8.500 8.250 70.00 Single Family 360 357 19951222 20260101 No Doc Plus 1577.04
7695679 NORTON 2345 W SHAWNEE DRIVE CHANDLER AZ 85224 69000.00 68297.88
8.750 8.500 60.00 Townhouse 180 177 19951229 20110101 No Doc 689.62
24
<PAGE>
7695711 GRISKOWI 1585 RANGE ROAD PRESCOTT AZ 86303 160000.00 159773.41
7.750 7.500 42.67 Single Family 360 358 19960124 20260201 No Doc 1146.26
7695752 PITCHER 1409 RIVER OAK DRIVE LEANDER TX 78641 60550.00 60450.04
9.000 8.750 70.00 Single Family 360 357 19951229 20260101 No Doc Plus 487.20
7695778 SPRONKEN 4921 N AVENIDA LARGO TUCSON AZ 85745 104300.00 104173.17
8.500 8.250 70.00 Single Family 360 358 19960105 20260201 No Doc Plus 801.98
7695836 MILBERGE 8690 WEEDON LOOP COLLEGE STATION TX 77845 79650.00 79562.67
9.000 8.750 34.68 Single Family 360 358 19960103 20260201 No Doc 640.88
7695893 ORONA 128 SUNDANCE COURT SANTA TERESA NM 88008 60000.00 59927.04
8.500 8.250 69.97 Town House 360 358 19960126 20260201 No Doc Plus 461.35
7695943 MULJI 51 BEAR CREEK ROAD LAVON TX 75166 64000.00 63628.86
8.000 7.750 58.99 Single Family 180 178 19960119 20110201 No Doc Plus 611.62
7696008 HOTARD 4717 HERRMANN STREET METAIRIE LA 70006 77000.00 76911.08
8.750 8.500 70.00 Single Family 360 358 19960108 20260201 No Doc Plus 605.76
7696024 HAACK 4857 FOUNTAIN ST. BOULDER CO 80304 134400.00 134318.58
8.500 8.250 70.00 Single Family 360 359 19960220 20260301 No Doc Plus 1033.42
7696040 DEBOE 9900 RICHELIEU ROAD AUSTIN TX 78750 90000.00 89872.55
7.750 7.500 69.23 Single Family 360 358 19960130 20260201 No Doc Plus 644.77
7696073 D'AMICO 114 DALE DRIVE ALLENSPARK CO 80510 90000.00 83939.61
8.000 7.750 45.69 Single Family 360 359 19960215 20260301 No Doc 660.39
7696081 MAKI 17234 HIDDEN GLENN DRIVE DALLAS TX 75248 124150.00 123987.03
8.125 7.875 58.98 Single Family 360 358 19960115 20260201 No Doc 921.81
7696115 DEGRAFFE 3715 WINDSOR ROAD AUSTIN TX 78703 114100.00 113950.22
8.125 7.875 70.00 Single Family 360 358 19960122 20260201 No Doc Plus 847.19
7696164 SMITH 304 PIN OAK DRIVE GEORGETOWN TX 78628 62650.00 62577.64
8.750 8.500 70.00 Single Family 360 358 19960118 20260201 No Doc Plus 492.87
7696180 REID 1416 SHEPHERD LANE DALLAS TX 75253 80500.00 80388.84
7.875 7.625 48.49 Single Family 360 358 19960126 20260201 No Doc 583.68
7696198 CLANTON 2754 SANDSTONE WAY FLAGSTAFF AZ 86004 217500.00 217354.06
8.000 7.750 68.50 Single Family 360 359 19960216 20260301 No Doc Plus 1595.94
7696214 GREGORY 123 HIGHLAND DRIVE MARBLE FALLS TX 78654 106800.00 106659.79
8.125 7.875 58.68 Single Family 360 358 19960123 20260201 No Doc 792.99
7696230 ROBERTS 727 W LEWIS AND CLARK CIRC CENTERVILLE UT 84014 120300.00 120228.98
8.625 8.375 69.98 Single Family 360 358 19960202 20260201 No Doc Plus 935.68
7696248 DEL BARR 1710 WOODLAND DRIVE LAREDO TX 78045 72100.00 71774.34
8.250 8.000 70.00 Single Family 360 358 19960122 20260201 No Doc Plus 541.66
7696263 THOMPSON 19050 ARCHERS DRIVE MONUMENT CO 80132 259000.00 258843.09
8.500 8.250 70.00 Single Family 360 359 19960209 20260301 No Doc Plus 1991.49
7696354 BIBEN 1411 W LIBBY STREET PHOENIX AZ 85023 88550.00 88499.06
8.750 8.500 70.00 Single Family 360 359 19960216 20260301 No Doc Plus 696.62
7696438 STARKWEA 1885 VERNON LANE SUPERIOR CO 80027 259000.00 258668.56
8.250 8.000 69.96 Single Family 360 358 19960130 20260201 No Doc Plus 1945.78
7696479 HAGIAN 1102 E. BERKELEY DRIVE RICHARDSON TX 75081 87500.00 87388.02
8.250 8.000 70.00 Single Family 360 358 19960130 20260201 No Doc Plus 657.36
7696487 DUNPHY 63873 E SQUASH BLOSSOM LANE TUCSON AZ 85739 80000.00 79768.81
8.000 7.750 50.00 Single Family 180 179 19960202 20110301 No Doc 764.52
7696537 HARRIGAN 8954 N WILLETA DRIVE TUCSON AZ 85743 60000.00 59917.15
7.875 7.625 61.63 Single Family 360 358 19960130 20260201 No Doc Plus 435.04
7696545 KLINGA 44 BEAR COURT EAGLE-VAIL CO 81620 139300.00 139139.13
8.750 8.500 70.00 Town House 360 358 19960201 20260201 No Doc Plus 1095.87
7696586 GIRLING- 2510 EL GRECO COVE AUSTIN TX 78703 380000.00 379513.71
8.250 8.000 54.29 Single Family 360 358 19960130 20260201 No Doc 2854.81
7696628 ERDMAN 2932 10TH STREET BOULDER CO 80304 153900.00 153712.86
8.500 8.250 69.99 Single Family 360 358 19960202 20260201 No Doc Plus 1183.36
7696636 HOOT 9606 TOPEKA LUBBOCK TX 79424 126750.00 126669.18
8.250 8.000 75.00 Single Family 360 359 19960214 20260301 No Doc Plus 952.23
7696651 ASHER 7345 HEITER HILL ROAD EVERGREEN CO 80439 87750.00 87695.46
8.375 8.125 69.98 Single Family 360 359 19960229 20260301 No Doc Plus 666.96
7696677 HENSON 2234 CALLE PALO PARADO RO TUBAC AZ 85646 110000.00 109876.21
8.875 8.625 50.00 Single Family 360 358 19960126 20260201 No Doc 875.21
7696701 STRAUSS 2318 WOODHEAD STREET HOUSTON TX 77019 82600.00 82545.97
8.125 7.875 70.00 Single Family 360 359 19960209 20260301 No Doc Plus 613.30
7696743 BATEMAN 2007 CLOVERDALE AVENUE BATON ROUGE LA 70808 93100.00 92983.86
8.375 8.125 70.00 Single Family 360 358 19960131 20260201 No Doc Plus 707.63
7696750 BLOCK 784 E HOMESTEAD DRIVE HIGHLANDS RANCH CO 80126 88000.00 87939.44
7.875 7.625 59.46 Single Family 360 359 19960220 20260301 No Doc 638.06
7696784 CALLAHAN 5750 E PASEO DE LA PEREZA TUCSON AZ 85750 86100.00 86045.10
8.250 8.000 70.00 Town House 360 359 19960228 20260301 No Doc Plus 646.84
7696792 CREADICK 140 COYOTE RUN CORRALES NM 87048 116250.00 116183.12
8.750 8.500 75.00 Single Family 360 359 19960209 20260301 No Doc Plus 914.54
7696800 BIENEMAN 206 SANDALWOOD DRIVE LAFAYETTE LA 70507 60000.00 59966.36
8.875 8.625 69.97 Single Family 360 359 19960209 20260301 No Doc Plus 477.39
7696818 CEELEN 12104W EXPOSITION DRIVE LAKEWOOD CO 80228 70000.00 69957.59
8.500 8.250 50.00 Single Family 360 359 19960216 20260301 No Doc 538.24
7696875 HEMSTALK 14915W INDIANOLA AVE. GOODYEAR AZ 85338 100100.00 100045.32
9.000 8.750 70.00 Single Family 360 359 19960222 20260301 No Doc Plus 805.43
7696917 TANG 4037 E 130TH WAY THORNTON CO 80241 112700.00 112377.90
8.125 7.875 70.00 Single Family 180 179 19960212 20110301 No Doc Plus 1085.17
7696958 DIAZ 2018 WHITE OAKS HILLS LAN KINGWOOD TX 77339 85050.00 84946.59
8.500 8.250 69.99 Single Family 360 358 19960131 20260201 No Doc Plus 653.96
7697006 JORGE 3311 TREADSOFT COVE AUSTIN TX 78748 89600.00 89542.87
8.250 8.000 70.00 Single Family 360 359 19960208 20260301 No Doc Plus 673.13
7697014 LOCKEN 14214 NORTH 43RD WAY PHOENIX AZ 85032 81000.00 80950.93
8.500 8.250 60.00 Single Family 360 359 19960226 20260301 No Doc 622.82
7697022 VOSS 11423 ELLA LEE LANE HOUSTON TX 77077 78600.00 78600.00
8.500 8.250 55.35 Single Family 360 360 19960306 20260401 No Doc 604.37
7697030 EHNINGER 121 THOMAS HEYWARD ROAD BLUFFTON SC 29910 86000.00 85945.16
8.250 8.000 58.02 Single Family 360 359 19960207 20260301 No Doc 646.09
25
<PAGE>
7697097 BUTLER 3292 E COVE CIRCLE LAYTON UT 84040 260500.00 259747.20
8.000 7.750 50.00 Single Family 180 179 19960226 20110301 No Doc 2489.47
7697105 HAGIN 6619 ARGENTIA ROAD AUSTIN TX 78757 101250.00 100950.87
7.750 7.500 75.00 Single Family 180 179 19960228 20110301 No Doc Plus 953.04
7697113 WOOLSEY 16108 CRYSTAL HILLS DRIVE AUSTIN TX 78737 200000.00 199862.36
7.875 7.625 64.52 Single Family 360 359 19960208 20260301 No Doc Plus 1450.14
7697121 COHEN 720 W OAK STREET FORT COLLINS CO 80521 76900.00 76849.70
8.125 7.875 51.27 Single Family 360 359 19960216 20260301 No Doc 570.98
7697154 ROBISON 116 FORT BEAUREGARD LANE BLUFFTON SC 29910 91700.00 91643.00
8.375 8.125 69.98 Single Family 360 359 19960216 20260301 No Doc Plus 696.99
7697212 MAYR 20405 N 29TH PLACE PHOENIX AZ 85024 83900.00 83839.27
7.625 7.375 69.97 Single Family 360 359 19960229 20260301 No Doc Plus 593.84
7697279 GIBBONS 14240 N 100TH PLACE SCOTTSDALE AZ 85260 111000.00 110675.66
7.875 7.625 75.00 Single Family 180 179 19960216 20110301 No Doc Plus 1052.78
7697295 BUCHANAN 32816 TIMBER RIDGE ROAD EVERGREEN CO 80439 170250.00 170152.05
8.750 8.500 75.00 Single Family 360 359 19960229 20260301 No Doc Plus 1339.36
7697311 O'DANIEL 5440 W OTTAWA AVENUE LITTLETON CO 80123 122500.00 122423.86
8.375 8.125 70.00 Single Family 360 359 19960223 20260301 No Doc Plus 931.09
7697352 VAN JACO 9604 W LONG DRIVE LITTLETON CO 80123 105000.00 105000.00
8.500 8.250 58.33 Single Family 360 360 19960306 20260401 No Doc 807.36
7697360 MITCHELL 410 N WALNUT STREET WOODLAND PARK CO 80863 67000.00 66959.41
8.500 8.250 68.72 Single Family 360 359 19960227 20260301 No Doc Plus 515.17
7697394 RAMIREZ 861 NIVER AVENUE NORTHGLENN CO 80221 86800.00 86743.22
8.125 7.875 70.00 Single Family 360 359 19960216 20260301 No Doc Plus 644.49
7697451 GRANT 16551E KEPNER PLACE AURORA CO 80017 93550.00 93493.33
8.500 8.250 74.97 Single Family 360 359 19960222 20260301 No Doc Plus 719.32
7697527 STREICHE 5918 E REDFIELD ROAD SCOTTSDALE AZ 85254 97650.00 97590.85
8.500 8.250 70.00 Single Family 360 359 19960229 20260301 No Doc Plus 750.84
7697568 ROBERTS 22708N 73RD DRIVE GLENDALE AZ 85310 118650.00 118570.39
8.000 7.750 74.98 Single Family 360 359 19960223 20260301 No Doc Plus 870.61
7697600 BOWMAN 34124 COLUMBINE TRAIL EAST ELIZABETH CO 80107 98850.00 98790.12
8.500 8.250 69.37 Single Family 360 359 19960216 20260301 No Doc Plus 760.07
7697626 BACIGALU 8965 S BRENTMAR CIRCLE SANDY UT 84093 123750.00 123675.03
8.500 8.250 75.00 Single Family 360 359 19960220 20260301 No Doc Plus 951.53
7697709 SOLARO 1150 W RAVEN DRIVE CHANDLER AZ 85248 73600.00 73558.74
8.875 8.625 69.72 Single Family 360 359 19960228 20260301 No Doc Plus 585.59
7697733 YOUNG 1717 BROKEN ARROW DRIVE PRESCOTT AZ 86303 177000.00 176892.77
8.500 8.250 66.79 Single Family 360 359 19960216 20260301 No Doc Plus 1360.98
7697758 BENJAMIN 67 LAMB MOUNTAIN RD. FAIRPLAY CO 80440 80000.00 79946.32
8.000 7.750 44.69 Single Family 360 359 19960220 20260301 No Doc 587.01
7697857 MATTHEWS 7851 MONARCH RD. NIWOT CO 80503 189000.00 188888.42
8.625 8.375 70.00 Single Family 360 359 19960229 20260301 No Doc Plus 1470.02
7697949 WALLACE, 4511 WEST ALABAMA HOUSTON TX 77027 136500.00 136410.71
8.125 7.875 75.00 Single Family 360 359 19960226 20260301 No Doc Plus 1013.51
7698020 CALKINS 14536 EAST 101ST STREET NO OWASSO OK 74055 135600.00 135515.72
8.375 8.125 74.96 Single Family 360 359 19960228 20260301 No Doc Plus 1030.66
7698079 DELLAGUA 8738 DOVER CIRCLE WESTMINSTER CO 80005 85600.00 85548.14
8.500 8.250 69.99 Single Family 360 359 19960223 20260301 No Doc Plus 658.19
7698103 PHU 2701 CLOVER GLEN DRIVE EDMOND OK 73003 63350.00 63311.62
8.500 8.250 70.00 Single Family 360 359 19960229 20260301 No Doc Plus 487.11
7698228 MAKRAY 11 BLUE GROUSE RIDGE LITTLETON CO 80127 213500.00 213500.00
8.875 8.625 50.00 Single Family 360 360 19960308 20260401 No Doc 1698.70
7698467 WOOD 936 ATTERBURY LANE PRESCOTT AZ 86301 88850.00 8850.00
9.250 9.000 74.98 Single Family 360 360 19960312 20260401 No Doc Plus 730.95
7699010 ELLIOTT 6909 BRECKEN RIDGE AVENUE RALEIGH NC 27615 64650.00 64275.09
8.000 7.750 51.72 Single Family 180 178 19960112 20110201 No Doc 617.83
7699028 BABSKI 359 CLAIR DRIVE PITTSBURGH PA 15241 76650.00 76561.47
8.750 8.500 70.00 Single Family 360 358 19960126 20260201 No Doc Plus 603.01
7699101 ROBERTS 4598 CHATTAHOOCHEE COURT MARIETTA GA 30067 240000.00 239861.92
8.750 8.500 53.33 Single Family 360 359 19960213 20260301 No Doc 1888.08
7699168 KIM 3579 CHASTAIN TRAIL MARIETTA GA 30066 77900.00 77749.94
8.250 8.000 59.99 Single Family 360 357 19951230 20260101 No Doc 585.24
7699192 PETERS 135 HENDERSON AVENUE NORWOOD PA 19074 74000.00 73918.86
9.000 8.750 64.35 Single Family 360 358 19960115 20260201 No Doc Plus 595.42
7699242 HARTE 559 N. OAKLAND STREET ARLINGTON VA 22203 137200.00 137019.89
8.125 7.875 70.00 Single Family 360 358 19960118 20260201 No Doc Plus 1018.71
7699309 LEVINE 13821 SPRINGSTONE DRIVE CLIFTON VA 22024 175000.00 174654.25
8.125 7.875 70.00 Single Family 360 357 19951230 20260101 No Doc Plus 1299.37
7699366 TOOTH 16674N 122ND DRIVE JUPITER FL 33478 94500.00 94308.50
8.000 7.750 70.00 Single Family 360 357 19951230 20260101 No Doc Plus 693.41
7699457 SCHIRALD 143 PINE CONE ROAD WILMINGTON NC 28409 101500.00 101373.40
8.375 8.125 70.00 Single Family 360 358 19960124 20260201 No Doc Plus 771.47
7699481 BOGERT 526 PERRY CIRCLE JUPITER FL 33458 62300.00 62264.16
8.750 8.500 70.00 Single Family 360 359 19960208 20260301 No Doc Plus 490.11
7699507 WIZNITZE 17522 NW 7TH STREET PEMBROKE PINES FL 33029 164500.00 163957.17
8.500 8.250 70.00 Single Family 360 358 19960126 20260201 No Doc Plus 1264.86
7699523 QIRA 17 ASHLYN COURT WAYNE NJ 07470 210000.00 209882.27
8.875 8.625 56.76 Single Family 360 359 19960202 20260301 No Doc Plus 1670.85
7699572 PYE 4212 TAR KILN RD JACKSONVILLE FL 32223 64000.00 59785.81
8.000 7.750 45.71 Single Family 180 178 19960124 20110201 No Doc 611.62
7699598 WILLARD 2048 BONISLE CIRCLE PALM BEACH GARDENS FL 33418 81800.00 81697.96
8.375 8.125 69.97 Single Family 360 358 19960112 20260201 No Doc Plus 621.74
7699622 KRONITZ 140 WEST HARBOR DRIVE HENDERSONVILLE TN 37075 102900.00 102836.05
8.375 8.125 70.00 Single Family 360 359 19960209 20260301 No Doc Plus 782.11
7699648 ANGUELOV 5700 TANGLEWOOD DRIVE BETHESDA MD 20817 243250.00 241915.46
8.625 8.375 70.00 Single Family 180 178 19960119 20110201 No Doc Plus 2413.24
26
<PAGE>
7699671 ROACH 326 CREEKVIEW DRIVE HAMPSTEAD NC 28443 100000.00 99858.39
7.750 7.500 55.56 Single Family 360 358 19960125 20260201 No Doc 716.41
7699713 COKER 7700 HIGHLANDVIEW CIRCLE RALEIGH NC 27613 60000.00 59834.16
8.500 8.250 42.86 Single Family 180 179 19960129 20110301 No Doc 590.84
7699747 MARTELL 2025 BRICKELL AVENUE MIAMI FL 33129 80000.00 79905.20
8.625 8.375 42.78 Condo 360 358 19960123 20260201 No Doc 622.23
7699754 HENAO 15051SW 150TH STREET MIAMI FL 33196 98200.00 98138.96
8.375 8.125 69.99 Single Family 360 359 19960206 20260301 No Doc Plus 746.39
7699804 CSAJKAS 3500 NW 96TH AVENUE HOLLYWOOD FL 33024 172900.00 172689.78
8.500 8.250 70.00 Single Family 360 358 19960126 20260201 No Doc Plus 1329.45
7699820 DEJOSEPH 101 CHESTONE COURT CARY NC 27511 119700.00 119554.45
8.500 8.250 70.00 Single Family 360 358 19960201 20260201 No Doc Plus 920.39
7699838 CALDWELL 537 PASTURE BROOK ROAD SEVERN MD 21144 126700.00 126628.97
8.875 8.625 70.00 Single Family 360 359 19960228 20260301 No Doc Plus 1008.08
7699945 RUBENSTE 226 PLEASANT HILL DRIVE ELKIN NC 28621 89400.00 89343.00
8.250 8.000 60.00 Single Family 360 359 19960205 20260301 No Doc Plus 671.63
7699994 JOHNSON 8141A BRIDGEWATER COURT LAKE CLARKE SHORES FL 33406 60000.00 59934.21
9.000 8.750 69.77 Town House 360 358 19960129 20260201 No Doc Plus 482.77
7700008 ROMERO 7965 SW 28TH STREET MIAMI FL 33155 90300.00 90184.45
8.250 8.000 70.00 Single Family 360 358 19960122 20260201 No Doc Plus 678.39
7700123 HILL 3361 161ST TERRACE LOXAHATCHEE FL 33470 105000.00 104944.13
9.125 8.875 70.00 Single Family 360 359 19960223 20260301 No Doc Plus 854.31
7700149 RIVES 1831 HARRIS AVENUE KEY WEST FL 33040 130200.00 130200.00
9.625 9.375 60.00 Single Family 360 360 19960322 20260401 No Doc Plus 1106.69
7700156 OLCOTT 5013 CLEAR RUN DRIVE WILMINGTON NC 28403 84700.00 84649.99
8.625 8.375 70.00 Single Family 360 359 19960206 20260301 No Doc Plus 658.79
7700172 DIAZ 2884 E. LANTANA LAKES DRI JACKSONVILLE FL 32246 60000.00 59927.04
8.500 8.250 70.00 Single Family 360 358 19960130 20260201 No Doc Plus 461.35
7700180 WHITE 6125 SW 59TH COURT DAVIE FL 33314 90300.00 90246.69
8.625 8.375 70.00 Single Family 360 359 19960202 20260301 No Doc Plus 702.34
7700198 BROWN 12508 SHADY CREEK DRIVE JACKSONVILLE FL 32223 73000.00 72915.70
8.750 8.500 61.60 Single Family 360 358 19960126 20260201 No Doc Plus 574.29
7700222 NIETO 2447 SE 15TH STREET POMPANO BEACH FL 33062 105600.00 105529.14
8.000 7.750 60.00 Single Family 360 359 19960215 20260301 No Doc 774.86
7700263 SIMPSON 1041 LITTLE CYPRESS KEY ATLANTIC BEACH FL 32233 70000.00 69958.68
8.625 8.375 58.99 Town House 360 359 19960229 20260301 No Doc 544.45
7700289 BREEN 162 BRYAN CAVE ROAD SOUTH DAYTONA FL 32119 84000.00 83907.90
9.000 8.750 70.00 Single Family 360 358 19960131 20260201 No Doc Plus 675.88
7700321 BAILEY 238 GOUGES BRANCH ROAD LEICESTER NC 28748 91000.00 90616.15
8.125 7.875 70.00 Single Family 180 179 19960216 20110301 No Doc Plus 876.22
7700347 MILLS 14474 CALOOSA BOULEVARD PALM BEACH GARDENS FL 33418 119250.00 119169.99
8.000 7.750 75.00 Single Family 360 359 19960228 20260301 No Doc Plus 875.01
7700362 BOOZER 841 FOSTER ROAD LENOIR CITY TN 37771 67200.00 67153.75
7.875 7.625 70.00 Single Family 360 359 19960212 20260301 No Doc Plus 487.25
7700420 WILSON 5008 BUTTONWOOD DRIVE PONTE VEDRA BEACH FL 32082 100000.00 99865.37
8.000 7.750 40.00 Single Family 360 358 19960202 20260201 No Doc 733.76
7700438 GIORDANO 268 HEMLOCK LANE SPRINGFIELD PA 19064 118000.00 117860.17
8.625 8.375 63.78 Single Family 360 358 19960129 20260201 No Doc Plus 917.79
7700503 KELLER 2901 VILLAGE SQUARE DRIVE DOVER PA 17315 79100.00 79100.00
9.500 9.250 70.00 Single Family 360 360 19960306 20260401 No Doc Plus 665.12
7700537 BURKHART 134 FINALE TERRACE SILVER SPRING MD 20901 77000.00 76952.14
8.375 8.125 50.00 Town House 360 359 19960215 20260301 No Doc 585.26
7700669 LENGEMAN 15777 NW 10TH STREET PEMBROKE PINES FL 33028 100000.00 99943.94
8.875 8.625 68.07 Single Family 360 359 19960229 20260301 No Doc Plus 795.64
7700677 FAZIO 10511 SANTA LAGUNA DRIVE BOCA RATON FL 33428 100000.00 99720.49
8.375 8.125 53.19 Single Family 180 179 19960223 20110301 No Doc 977.43
7700685 VALDIVIE 211 SW 51 AVENUE MIAMI FL 33134 61000.00 60959.07
8.000 7.750 49.19 Single Family 360 359 19960209 20260301 No Doc 447.60
7700693 NICHOLS 125 ANN STREET KEY WEST FL 33040 153750.00 153750.00
9.250 9.000 75.00 Single Family 360 360 19960311 20260401 No Doc Plus 1264.86
7700818 KUO 3143 CEDAR GROVE DRIVE FAIRFAX VA 22031 65000.00 65000.00
8.000 7.750 43.92 Town House 360 360 19960301 20260401 No Doc 476.95
7700842 CAPALDO 3243 NW 121ST AVE SUNRISE FL 33323 60000.00 59958.71
7.875 7.625 52.63 Single Family 360 359 19960301 20260301 No Doc 435.04
7700867 SMALL 7058 DEER POINT LANE WEST PALM BEACH FL 33411 75000.00 74880.38
8.500 8.250 46.22 Single Family 240 239 19960301 20160301 No Doc 650.87
7700982 FITTS 101 CUMBERLAND GREENS DR CARY NC 27513 75000.00 74778.41
7.750 7.500 46.01 Single Family 180 179 19960214 20110301 No Doc 705.96
7701022 MOORE 210 CAROLINA BLVD. ISLE OF PALMS SC 29451 185250.00 185143.42
8.750 8.500 75.00 Single Family 360 359 19960213 20260301 No Doc Plus 1457.36
7701048 KLIMPEL 1220 TWELVE OAKS ROAD ST. CLOUD FL 34771 80000.00 79946.32
8.000 7.750 29.09 Single Family 360 359 19960215 20260301 No Doc 587.01
7701055 MUSTAIN 14416 CHANTILLY COURT JACKSONVILLE FL 32223 95600.00 95542.09
8.500 8.250 74.98 Single Family 360 359 19960209 20260301 No Doc Plus 735.08
7701097 CASSANO 1101 REYNOLDS PRICE DRIVE KERNERSVILLE NC 27284 140250.00 140160.57
8.250 8.000 75.00 Single Family 360 359 19960223 20260301 No Doc Plus 1053.65
7701113 VUONG 4512 BAYSIDE DRIVE MILTON FL 32570 189900.00 189900.00
8.750 8.500 69.05 Single Family 360 360 19960307 20260401 No Doc Plus 1493.94
7701121 GIL 339 INDIAN GROVE DRIVE STUART FL 34994 60000.00 59965.48
8.750 8.500 75.00 Single Family 360 359 19960229 20260301 No Doc Plus 472.02
7701212 PEREZ-HA 3311 NE 16TH PLACE FORT LAUDERDALE FL 33305 150000.00 150000.00
8.625 8.375 42.74 Single Family 360 360 19960314 20260401 No Doc 1166.68
7701261 STEELE 870 FOREST AVENUE NAPLES FL 33940 65000.00 64958.56
8.250 8.000 67.01 Single Family 360 359 19960229 20260301 No Doc Plus 488.32
7701279 ARRECHE 404 FENWICK COURT DEBARY FL 32713 60000.00 60000.00
8.500 8.250 38.27 Single Family 360 360 19960315 20260401 No Doc 461.35
27
<PAGE>
7701287 SPENCER 7031 ORCHARD TRACE WILMINGTON NC 28409 168650.00 168545.18
8.375 8.125 74.99 Single Family 360 359 19960226 20260301 No Doc Plus 1281.86
7701303 CAPRIO 22 FOX RUN NORTH CALDWELL NJ 07006 300000.00 300000.00
9.250 9.000 59.79 Single Family 360 360 19960307 20260401 No Doc 2468.03
7701311 LUTCAVAG 505 COUNTRY DAY ROAD GOLDSBORO NC 27530 142100.00 142100.00
8.750 8.500 62.32 Single Family 360 360 19960307 20260401 No Doc Plus 1117.90
7701378 SELTZER 1264 MILL ROAD MEADOW BROOK PA 19046 400000.00 400000.00
9.125 8.875 50.00 Single Family 360 360 19960301 20260401 No Doc 3254.53
7701428 CHUNG 2318 NEEDHAM DRIVE VALRICO FL 33594 63600.00 63600.00
9.125 8.875 59.44 Single Family 180 180 19960327 20110401 No Doc 649.81
7701535 BLACKLEY 1428 ROLESVILLE ROAD WAKE FOREST NC 27587 106330.00 106268.82
8.750 8.500 70.00 Single Family 360 359 19960229 20260301 No Doc Plus 836.50
7701543 MESSICK 8 STOCKLEY STREET REHOBOTH BEACH DE 19971 160000.00 160000.00
8.875 8.625 42.11 Single Family 360 360 19960312 20260401 No Doc 1273.03
7701626 HOFFMAN 6400 STOXMEADE DRIVE CHARLOTTE NC 28277 116900.00 116821.56
8.000 7.750 74.94 Single Family 360 359 19960216 20260301 No Doc Plus 857.77
7701667 MORALES D-49 11TH AVENUE KEY WEST FL 33040 100500.00 100443.66
8.875 8.625 75.00 Single Family 360 359 19960226 20260301 No Doc Plus 799.62
7701675 GILLESPI 8825 KEY WEST CIRLCE TAMPA FL 33626 82625.00 82577.46
8.750 8.500 75.00 Single Family 360 359 19960222 20260301 No Doc Plus 650.01
7701717 FENG 8109 PONY PASTURE COURT RALEIGH NC 27612 112500.00 112160.24
7.500 7.250 50.00 Single Family 180 179 19960226 20110301 No Doc 1042.89
7701733 DE BRUYN 1300 HAMPSHIRE COURT RALEIGH NC 27612 97000.00 96941.23
8.500 8.250 74.98 Town House 360 359 19960229 20260301 No Doc Plus 745.85
7701758 MAGHAKIA 823 PARROT CREEK WAY CHARLESTON SC 29412 70000.00 69956.49
8.375 8.125 42.17 Single Family 360 359 19960308 20260301 No Doc 532.05
7701824 ANGARITA 15278SW 170 TERRACE MIAMI FL 33187 119250.00 119183.14
8.875 8.625 74.98 Single Family 360 359 19960227 20260301 No Doc Plus 948.81
7701832 WITTER 1 OAK AVENUE NEWARK DE 19711 93350.00 93302.86
9.375 9.125 74.98 Single Family 360 359 19960301 20260301 No Doc Plus 776.44
7701931 LAMONICA 1128 TORRENCE CIRCLE DAVIDSON NC 28036 80200.00 80200.00
9.250 9.000 64.97 Condo 360 360 19960320 20260401 No Doc Plus 659.79
7701972 HIGINSON 1264 ABBEY RIDGE PLACE CONCORD NC 28025 84500.00 84443.30
8.000 7.750 67.87 Single Family 360 359 19960229 20260301 No Doc Plus 620.03
7702004 TYSON 5830 GREEN MEADOW DRIVE GREENSBORO NC 27410 129100.00 129025.72
8.750 8.500 75.00 Single Family 360 359 19960229 20260301 No Doc Plus 1015.63
7702160 GARCIA 8441 SW 92 STREET MIAMI FL 33156 138750.00 138665.94
8.500 8.250 75.00 Single Family 360 359 19960301 20260301 No Doc Plus 1066.87
7702236 JONES 4089 SYRINGA DRIVE LEXINGTON KY 40513 176250.00 176145.95
8.625 8.375 75.00 Single Family 360 359 19960228 20260301 No Doc Plus 1370.85
7702269 STATLER 4757 MACARTHUR BLVD. WASHINGTON DC 20007 75000.00 75000.00
9.125 8.875 28.85 Single Family 360 360 19960315 20260401 No Doc 610.22
7702293 RYDER 87 N SUNNYCREST DRIVE LITTLE SILVER NJ 07739 132000.00 132000.00
9.375 9.125 60.00 Single Family 360 360 19960319 20260401 No Doc 1097.91
7702418 COCHRAN 2333 FLORENCE ROAD POWDER SPRINGS GA 30073 65000.00 65000.00
9.250 9.000 65.00 Single Family 360 360 19960320 20260401 No Doc Plus 534.74
7702475 GUARISCO 710 SHERIDAN RIDGE COURT ALPHARETTA GA 30202 125150.00 124804.08
8.500 8.250 74.99 Single Family 180 179 19960229 20110301 No Doc Plus 1232.40
7702491 VEGA 7901 SW 16 STREET MIAMI FL 33155 63000.00 63000.00
9.125 8.875 52.50 Single Family 360 360 19960325 20260401 No Doc 512.59
7702624 USCATEGU 1049 NW 128 PLACE MIAMI FL 33182 104300.00 104241.53
8.875 8.625 70.00 Single Family 360 359 19960308 20260301 No Doc Plus 829.86
7702632 REYNOLDS 11409N 30TH AVENUE PHOENIX AZ 85029 60000.00 60000.00
8.500 8.250 52.17 Single Family 360 360 19960306 20260401 No Doc 461.35
7702699 SEWELL 4130 OLD WASHINGTON ROAD WALDORF MD 20602 75000.00 75000.00
9.250 9.000 57.69 Single Family 360 360 19960311 20260401 No Doc 617.01
7702756 RILEY 122 POLO LANE SANFORD FL 32771 126000.00 126000.00
8.750 8.500 70.00 Single Family 360 360 19960315 20260401 No Doc Plus 991.24
7702764 GUTTERMA 289 SHADOW WAY MIAMI SPRINGS FL 33166 105000.00 105000.00
8.500 8.250 59.66 Single Family 360 360 19960307 20260401 No Doc 807.36
7703051 BECKER 3 BLODGETT AVENUE CLARENDON HILLS IL 60514 150000.00 149822.26
8.625 8.375 45.45 Single Family 360 358 19960130 20260201 No Doc 1166.68
7703085 HARDY 1180 WADE STREET HIGHLAND PARK IL 60035 163800.00 163687.28
7.875 7.625 70.00 Single Family 360 359 19960228 20260301 No Doc Plus 1187.66
7703119 CHOUMANO 829 HANDLEY COURT MUNDELEIN IL 60060 106400.00 106335.55
8.500 8.250 70.00 Single Family 360 359 19960216 20260301 No Doc Plus 818.12
7703168 NGUYEN 7808 WOOSTOCK DRIVE TINLEY PARK IL 60477 95000.00 94719.33
7.750 7.500 43.13 Single Family 180 179 19960228 20110301 No Doc 894.21
7707045 BARNES 7751 DYKE ROAD FAIR HAVEN MI 48023 60000.00 59927.04
8.500 8.250 50.00 Single Family 360 358 19960116 20260201 No Doc 461.35
7707078 HAYS 5251 WHITE SETTLEMENT ROA WEATHERFORD TX 76087 116850.00 116700.45
8.250 8.000 68.74 Single Family 360 358 19960125 20260201 No Doc Plus 877.86
7707102 GIBSON 8800 CAMINO OSITO N.E. ALBUQUERQUE, NM 87111 121800.00 121659.34
8.750 8.500 60.00 Single Family 360 358 19960201 20260201 No Doc 958.20
7707144 VISSER 1807 THREEFLOWER COURT KINGWOOD TX 77345 100000.00 100000.00
8.250 8.000 57.14 Single Family 180 180 19960308 20110401 No Doc 970.14
7715014 WOOD 9107 NORTH UPPER LANDO LA PARK CITY UT 84098 235000.00 234850.15
8.250 8.000 60.99 Single Family 360 359 19960208 20260301 No Doc Plus 1765.48
7715022 NANCE 7028 SW EIGHTH AVENUE PORTLAND OR 97219 109000.00 108847.31
8.500 8.250 50.00 Single Family 360 358 19960109 20260201 No Doc 838.12
7715030 CARR 6626 MT. DUTTON DRIVE LAS VEGAS NV 89115 60000.00 59925.16
8.375 8.125 68.19 Single Family 360 358 19960131 20260201 No Doc Plus 456.04
7715113 FOWLER 1710 NW KESLEY LANE TERREBONNE OR 97760 71500.00 71455.56
8.375 8.125 48.31 Single Family 360 359 19960131 20260301 No Doc 543.45
7715188 STARK 1500 NE 11TH STREET BEND OR 97701 92500.00 92441.02
8.250 8.000 50.00 Single Family 360 359 19960201 20260301 No Doc 694.92
7715238 BOLLMAN 884 NE LOCKSLEY DRIVE BEND OR 97701 60000.00 59927.04
8.500 8.250 49.44 Single Family 360 358 19960131 20260201 No Doc 461.35
28
<PAGE>
7715287 WOODARD 717 RAMONA AVENUE MODESTO CA 95350 66000.00 65958.98
8.375 8.125 75.00 Single Family 360 359 19960207 20260301 No Doc Plus 501.65
7719024 WILLIAMS 9007 MALLORY LANE WOODSTOCK GA 30188 93100.00 92938.12
8.750 8.500 70.00 Single Family 360 357 19951229 20260101 No Doc Plus 732.42
7719040 MAHONEY 28 LIETRIM CIRCLE CENTERVILLE MA 02632 61600.00 61523.15
8.375 8.125 70.00 Single Family 360 358 19960111 20260201 No Doc Plus 468.20
7719206 SHING 5908 DANIELLE DRIVE FREDERICKSBURG VA 22407 80000.00 79515.27
7.500 7.250 66.67 Single Family 180 178 19960124 20110201 No Doc Plus 741.61
7719214 SMALLEY 124 WESTWOOD DRIVE BRENTWOOD NY 11717 60200.00 60120.96
8.125 7.875 70.00 Single Family 360 358 19960126 20260201 No Doc Plus 446.99
7719339 PHILIPPS 5401 QUEENSBURY ROAD RICHMOND VA 23266 80000.00 79944.94
7.875 7.625 40.00 Single Family 360 359 19960301 20260301 No Doc 580.06
7719388 REYNOLDS 807 SEABREEZE WAY DAWSONVILLE GA 30534 83400.00 83287.71
8.000 7.750 70.00 Single Family 360 358 19960131 20260201 No Doc Plus 611.96
7719438 BIECHLER 606 WOODCREST AVENUE LITITZ PA 17543 63000.00 62965.59
9.000 8.750 70.00 Single Family 360 359 19960202 20260301 No Doc Plus 506.91
7719545 GODFREY 3767 TRENTON DRIVE LITHONIA GA 30058 66450.00 65854.62
8.500 8.250 75.00 Single Family 360 358 19960129 20260201 No Doc Plus 510.95
7719610 SUPRIADI 2216 WOODFORD ROAD VIENNA VA 22182 270000.00 269832.18
8.375 8.125 50.12 Single Family 360 359 19960208 20260301 No Doc 2052.20
7720097 NEWMAN 2512 LAMOTT AVENUE WILLOW GROVE PA 19090 63250.00 63250.00
7.875 7.625 50.00 Single Family 360 360 19960315 20260401 No Doc 458.61
7723042 JOHNSTON 2 WINDELER COURT MORAGA CA 94556 349300.00 349059.61
7.875 7.625 70.00 Single Family 360 359 19960220 20260301 No Doc Plus 2532.67
7723083 MORGAN NHN COUNTY ROAD NO. 4 ORCAS WA 98280 234250.00 234250.00
8.000 7.750 50.00 Single Family 360 360 19960305 20260401 No Doc 1718.84
7723208 DERKACZ 321 EAST NSTREET BENICIA CA 94510 125250.00 125174.13
8.500 8.250 75.00 Single Family 360 359 19960222 20260301 No Doc Plus 963.06
7723232 HSU 7078 BARK LANE SAN JOSE CA 95129 150000.00 149896.78
7.875 7.625 39.58 Single Family 360 359 19960223 20260301 No Doc 1087.60
7723240 WILLIAMS 1228 PAULITA DRIVE MEDFORD OR 97504 100450.00 100450.00
8.750 8.500 70.00 Single Family 360 360 19960301 20260401 No Doc Plus 790.24
7723372 FRANCK 1732 ROSE STREET BERKELEY CA 94703 105000.00 105000.00
9.000 8.750 42.00 Single Family 360 360 19960301 20260401 No Doc 844.85
7723406 WICK 2915 NW FOREST AVENUE BEAVERTON OR 97006 153000.00 152907.31
8.500 8.250 75.00 Single Family 360 359 19960220 20260301 No Doc Plus 1176.44
7723414 QUINN 475 CANYON VISTA DRIVE LOS ANGELES CA 90065 117500.00 117500.00
8.625 8.375 58.75 Single Family 360 360 19960305 20260401 No Doc 913.90
7723448 MCGOWAN 2822 RUGGS LAKE ROAD EVERETT WA 98208 162500.00 162500.00
8.250 8.000 50.00 Single Family 360 360 19960308 20260401 No Doc 1220.81
7723455 MARTIN 506 NORTH WRIGHT STREET SANTA ANA CA 92701 82000.00 82000.00
8.375 8.125 52.56 Single Family 360 360 19960304 20260401 No Doc 623.26
7723471 DE ANGEL 30819 GANADO DRIVE RANCHO PALOS VERDES CA 90275 262000.00 262000.00
8.250 8.000 49.90 Single Family 360 360 19960304 20260401 No Doc 1968.32
7723547 ALLEN 1162 ELLIS STREET BELLINGHAM WA 98225 69000.00 69000.00
8.750 8.500 50.00 Single Family 360 360 19960314 20260401 No Doc 542.82
7723554 CANENT 2010 SUMMERSIDE COURT HENDERSON NV 89015 92700.00 92700.00
8.250 8.000 45.22 Single Family 360 360 19960301 20260401 No Doc 696.42
7723604 OLMOS 1750 SHADOW MOUNTAIN DRIV ENCINITAS CA 92024 149000.00 148904.99
8.250 8.000 74.87 Single Family 360 359 19960223 20260301 No Doc Plus 1119.39
7723638 SPADE 1 SOUTH VISTA DE CATAL LAGUNA BEACH CA 92677 315750.00 315750.00
8.750 8.500 75.00 Single Family 360 360 19960301 20260401 No Doc Plus 2484.01
7723802 MAGNUSON 18 WALKING WOOD DEPOE BAY OR 97341 149600.00 149600.00
8.375 8.125 74.99 Single Family 360 360 19960314 20260401 No Doc Plus 1137.07
7723935 WILSON 771 NW 21ST COURT REDMOND OR 97756 85750.00 85750.00
8.500 8.250 70.00 Single Family 360 360 19960307 20260401 No Doc Plus 659.34
7724008 GRAHAM 520 LA CANADA AVENUE OXNARD CA 93033 76000.00 76000.00
8.875 8.625 50.00 Single Family 360 360 19960315 20260401 No Doc 604.69
7724164 LEE 5810 EAST MUIR DRIVE ORANGE CA 92669 186000.00 186000.00
8.500 8.250 60.00 Single Family 360 360 19960306 20260401 No Doc 1430.18
7724487 TURNER 11919 NE 132ND AVENUE BRUSH PRAIRIE WA 98606 150000.00 150000.00
8.500 8.250 44.12 Single Family 360 360 19960322 20260401 No Doc 1153.37
7724495 LE 13203 130TH PLACE NORTHEAS KIRKLAND WA 98034 85000.00 85000.00
8.875 8.625 54.84 Single Family 360 360 19960319 20260401 No Doc 676.30
7724636 DRAKE 219 GETHSEMANE STREET NEVADA CITY CA 95959 105000.00 105000.00
8.875 8.625 60.00 Single Family 360 360 19960321 20260401 No Doc 835.43
7724669 CROCE 9537 TETON DIABLO AVENUE LAS VEGAS NV 89117 50000.00 50000.00
9.375 9.125 29.52 Single Family 360 360 19960318 20260401 No Doc 415.87
7724826 MAY 160 SOLANO STREET TIBURON CA 94920 270000.00 270000.00
9.375 9.125 43.20 Single Family 360 360 19960320 20260401 No Doc 2245.72
7724883 CHARGIN 29 HACKAMORE LANE BELL CANYON CA 91307 250000.00 250000.00
9.125 8.875 49.02 Single Family 360 360 19960322 20260401 No Doc 2034.08
7727050 MARKARIA 23 CLEMENT DRIVE ASHEVILLE NC 28805 66500.00 66500.00
9.000 8.750 70.00 Single Family 360 360 19960318 20260401 No Doc Plus 535.07
7727076 KALIL 4091 SW EGRET POND TERRACE PALM CITY FL 34990 74900.00 74900.00
8.500 8.250 70.00 Single Family 360 360 19960319 20260401 No Doc Plus 575.92
7727118 WILLIAMS 2924 BALLYBUNION WAY RALEIGH NC 27613 176600.00 176600.00
8.500 8.250 74.99 Single Family 360 360 19960329 20260401 No Doc Plus 1357.90
7727209 VAZIRI 10180 OLD WOODLAND ENTRY ALPHARETTA GA 30202 81700.00 81700.00
9.000 8.750 74.99 Single Family 360 360 19960315 20260401 No Doc Plus 657.38
7727258 SELZNICK 2000 S OCEAN BLVD, UNIT 12-BOCA RATON FL 33432 85250.00 85250.00
8.875 8.625 55.00 Condo 360 360 19960315 20260401 No Doc Plus 678.29
7727464 ISFAHANI 5708 OLD FORGE CIRCLE RALEIGH NC 27609 95100.00 95100.00
8.500 8.250 69.98 Single Family 360 360 19960328 20260401 No Doc Plus 731.24
7731060 VOIT 250 YOUNGFIELD DRIVE LAKEWOOD CO 80228 79500.00 79500.00
8.500 8.250 50.00 Condo 360 360 19960313 20260401 No Doc 611.29
7731599 LAPE 9336 FERNWOOD COURT HIGHLANDS RANCH CO 80126 88850.00 88850.00
9.625 9.375 74.98 Single Family 360 360 19960321 20260401 No Doc Plus 755.22
Totals 146420525.00 145597312.54
8.691 8.441 60.03 332 329 1192.19
</TABLE>
