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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 26, 1996
MERRILL LYNCH MORTGAGE INVESTORS, INC.
(AS DEPOSITOR UNDER THE POOLING AND SERVICING AGREEMENT,
DATED AS OF SEPTEMBER 1, 1996, PROVIDING FOR THE ISSUANCE OF
MORTGAGE LOAN ASSET BACKED CERTIFICATES, SERIES 1996-1)
MERRILL LYNCH MORTGAGE INVESTORS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 333-7569 13-3416059
-------- -------- ----------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
Two World Financial Center
NEW YORK, NEW YORK 10281
- -------------------------- ----------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (212) 449-1000
--------------
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Item 2. Acquisition or Disposition of Assets
------------------------------------
Description of the Certificates and the Mortgage Pools
On September 26, 1996, a single series of certificates, entitled Merrill
Lynch Mortgage Investors, Inc., Mortgage Loan Asset Backed Certificates, Series
1996-1 (the "Certificates"), were issued pursuant to a pooling and servicing
agreement, dated as of September 1, 1996 (the "Agreement"), attached hereto as
Exhibit 4.1, among Merrill Lynch Mortgage Investors, Inc. as depositor (the
"Depositor"), Berkeley Federal Bank & Trust FSB ("Berkeley") as master servicer
(in such capacity, the "Master Servicer") and Bankers Trust Company as trustee
(the "Trustee"). The Certificates consist of two classes of certificates
(collectively, the "Certificates"), designated as: the "Class A Certificates"
and the "Class R Certificates." The Certificates evidence in the aggregate the
entire beneficial ownership interest in a trust fund (the "Trust Fund"),
consisting primarily of a segregated pool (the "Mortgage Pool") of conventional,
one- to four- family, first lien mortgage loans having original terms to
maturity ranging from 15 years to 30 years (the "Mortgage Loans"). The Mortgage
Pool consists of fixed-rate Mortgage Loans (the "Fixed Rate Mortgage Loans") and
adjustable-rate Mortgage Loans (the "Adjustable Rate Mortgage Loans") having an
aggregate principal balance of $81,129,770 as of the Cut-off Date. The Mortgage
Loans were purchased pursuant to a Mortgage Loan Purchase Agreement, dated
September 20, 1996 (the "Mortgage Loan Purchase Agreement"), between Depositor
as purchaser and Berkeley as seller. The Certificates, other than the Class R
Certificates, were sold by the Depositor to Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill"), an affiliate of the Depositor, pursuant to an
underwriting agreement, dated September 20, 1996, between the Depositor and
Merrill. The Class R Certificates were delivered by the Depositor to Berkeley as
partial consideration for the Mortgage Loans.
The Fixed Rate Mortgage Loans bear interest ("Mortgage Rates") at a fixed
annualized rate and range from 8.875% per annum to 15.000% per annum, with a
weighted average Mortgage Rate as of the Cut-off Date of approximately 10.765%
per annum. As of the Cut-off Date, the Fixed Rate Mortgage Loans will have a
weighted average remaining term to maturity of approximately 298 months.
Approximately 5.66% of the Fixed Rate Mortgage Loans by aggregate principal
balance as of the Cut-off Date are Buydown Mortgage Loans, and approximately
21.78% of the Fixed Rate Mortgage Loans by aggregate principal balance as of the
Cut-off Date are balloon payment mortgage loans (each, a "Balloon Mortgage
Loan").
Each Adjustable Rate Mortgage Loan generally provides for semi-annual
adjustment to the Mortgage Rate thereon and for corresponding adjustments to the
monthly payment amount due thereon, in each case on each adjustment date
applicable thereto (each such date, an "Adjustment Date"). On each Adjustment
Date the Mortgage Rate thereon will be adjusted to equal the sum, rounded to the
nearest multiple of 0.125%, of the Index and a fixed percentage amount (the
"Gross Margin"), subject to periodic and lifetime limitations. None of the
Adjustable Rate Mortgage Loans permits the related mortgagor to convert the
adjustable Mortgage Rate thereon to a fixed Mortgage Rate. As of the Cut-off
Date, the Adjustable Rate
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Mortgage Loans have Mortgage Rates ranging from 7.250% per annum to 14.990% per
annum, a weighted average Mortgage Rate of approximately 10.130% per annum, a
weighted average next Adjustment Date in March 1998, Gross Margins ranging from
3.000% to 8.950% and a weighted average Gross Margin of approximately 6.404%. As
of the Cut-off Date, the Adjustable Rate Mortgage Loans will have a weighted
average remaining term to maturity of approximately 359 months. None of the
Adjustable Rate Mortgage Loans are Buydown Mortgage Loans or Balloon Mortgage
Loans.
The Certificates have the following initial Certificate Balances and
initial PassThrough Rates:
Initial Certificate
Class Principal Balance Pass-Through Rate
----- ----------------- -----------------
A $81,129,770.00 Variable
R $0.00 N/A
The Certificates, other than the Class R Certificates, and the Mortgage
Loans are more particularly described in the Prospectus, dated September 20,
1996, and the Prospectus Supplement, dated September 20, 1996, as previously
filed with the Securities and Exchange Commission pursuant to Rule 424(b). The
Class R Certificates have not been and will not be publicly offered by the
Depositor. Capitalized terms used but not otherwise defined herein shall have
the meanings assigned to them in the Prospectus Supplement.
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Item 7. Financial Statements and Exhibits
---------------------------------
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit No. Description
----------- -----------
4.1 Pooling and Servicing Agreement,
dated as of September 1, 1996, by
and among Merrill Lynch Mortgage
Investors, Inc. as Depositor,
Berkeley Federal Bank & Trust FSB as
Master Servicer and Bankers Trust
Company as Trustee, relating to the
Series 1996-1 Certificates.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: September 26, 1996
MERRILL LYNCH MORTGAGE
INVESTORS, INC.
By: /s/ Michael M. McGovern
-----------------------
Name:
Title:
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Index to Exhibits
-----------------
Sequentially
Exhibit No. Description Numbered Page
----------- ----------- -------------
4.1 Pooling and Servicing Agreement, dated as of 7
September 1, 1996, by and among Merrill
Lynch Mortgage Investors, Inc. as Depositor,
Berkeley Federal Bank & Trust FSB as Master
Servicer and Bankers Trust Company as
Trustee, relating to the Series 1996-1
Certificates.
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MERRILL LYNCH MORTGAGE INVESTORS, INC.,
Depositor
BERKELEY FEDERAL BANK & TRUST FSB,
Master Servicer
and
BANKERS TRUST COMPANY,
Trustee
-----------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1996
-----------------------------------
Mortgage Loan Asset Backed Certificates
Series 1996-1
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TABLE OF CONTENTS
SECTION PAGE
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ARTICLE I
DEFINITIONS
1.01. Defined Terms...................................................... 2
Accrued Certificate Interest....................................... 2
Adjustable Rate Mortgage Loan...................................... 2
Adjustment Date.................................................... 2
Affiliate.......................................................... 2
Agreement.......................................................... 2
Assignment......................................................... 2
Available Distribution Amount...................................... 3
Bankruptcy Amount.................................................. 3
Bankruptcy Code.................................................... 3
Bankruptcy Loss.................................................... 3
Book-Entry Certificate............................................. 4
Business Day....................................................... 4
Cash-Out Refinancing............................................... 4
Certificate........................................................ 4
Certificate Factor................................................. 4
Certificate Insurer................................................ 4
Certificate Insurer Default........................................ 4
Certificate Insurer Premium........................................ 5
Certificate Insurer Premium Rate................................... 5
Certificateholder" or "Holder...................................... 5
Certificate Owner.................................................. 6
Certificate Principal Balance...................................... 6
Certificate Register" and "Certificate Registrar................... 6
Class ........................................................... 6
Class A Certificate................................................ 6
Class R Certificate................................................ 6
Closing Date....................................................... 6
Code ........................................................... 6
Collection Account................................................. 6
Collection Period.................................................. 7
........................................................... 7
Combined Loan-to-Value Ratio....................................... 7
Corporate Trust Office............................................. 7
Cumulative Insurance Payments...................................... 7
Cumulative Loss Percentage......................................... 7
Cut-off Date....................................................... 7
Debt Service Reduction............................................. 7
Deficiency Amount.................................................. 7
Deficiency Event................................................... 8
Deficient Valuation................................................ 8
Definitive Certificates............................................ 8
Deleted Mortgage Loan.............................................. 8
Delinquency Percentage............................................. 8
Depositor.......................................................... 8
Depository......................................................... 8
Depository Institution............................................. 8
Depository Participant............................................. 9
Determination Date................................................. 9
Directly Operate................................................... 9
Disqualified Organization.......................................... 9
Distribution Account............................................... 9
Distribution Date.................................................. 10
Due Date........................................................... 10
Eligible Account................................................... 10
i
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Estate in Real Property............................................ 10
Excess Bankruptcy Loss............................................. 10
Excess Extraordinary Loss.......................................... 10
Excess Fraud Loss.................................................. 10
Excess Special Hazard Loss......................................... 10
Excess Subordinated Amount......................................... 10
Expense Account.................................................... 10
Expense Adjusted Mortgage Rate..................................... 11
"Expense Adjusted Maximum Mortgage Rate............................ 11
................................................................... 11
Extraordinary Loss................................................. 11
Extraordinary Loss................................................. 12
FDIC ........................................................... 12
FHLMC ........................................................... 12
Final Recovery Determination....................................... 12
Fixed Rate Mortgage Loan........................................... 12
FNMA ........................................................... 12
Fraud Loss......................................................... 12
Fraud Loss Amount.................................................. 12
Gross Margin....................................................... 13
Guaranteed Distribution............................................ 13
Independent........................................................ 13
Independent Contractor............................................. 13
Index ........................................................... 13
Insurance Agreement................................................ 13
Insurance Payment.................................................. 14
Insurance Proceeds................................................. 14
Interest Accrual Period............................................ 14
Interest Determination Date........................................ 14
Interest Distribution Amount....................................... 14
Late Collections................................................... 14
Liquidation Event.................................................. 14
Liquidation Proceeds............................................... 14
Loan-to-Value Ratio................................................ 15
London Business Day................................................ 15
Lost Note Affidavit................................................ 15
Majority Class R Certificateholder................................. 15
Master Servicer.................................................... 15
Master Servicer Event of Default................................... 15
Master Servicer Remittance Date.................................... 15
Maximum Class A Pass-Through Rate.................................. 15
Maximum Mortgage Rate.............................................. 15
Minimum Mortgage Rate.............................................. 15
Minimum Spread..................................................... 15
"Monthly Advance................................................... 16
Monthly Payment.................................................... 16
Moody's ........................................................... 16
Mortgage........................................................... 16
Mortgage File...................................................... 16
Mortgage Loan...................................................... 16
Mortgage Loan Purchase Agreement................................... 16
Mortgage Loan Schedule............................................. 16
Mortgage Loan Seller............................................... 18
Mortgage Note...................................................... 18
Mortgage Pool...................................................... 18
Mortgage Rate...................................................... 18
ii
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Mortgaged Property................................................. 19
Mortgagor.......................................................... 19
Net Monthly Excess Cashflow........................................ 19
Net Mortgage Rate.................................................. 19
New Lease.......................................................... 19
Nonrecoverable Monthly Advance..................................... 19
Non-United States Person........................................... 19
Officers' Certificate.............................................. 19
Opinion of Counsel................................................. 20
Original Adjustable Rate Mortgage Loan............................. 20
Original Fixed Rate Mortgage Loan.................................. 20
Original Mortgage Loan............................................. 20
Ownership Interest................................................. 20
Pass-Through Rate.................................................. 20
Percentage Interest................................................ 20
Periodic Rate Cap.................................................. 21
Permitted Investments.............................................. 21
Permitted Transferee............................................... 22
Person ........................................................... 22
Policy ........................................................... 22
Policy Payments Account............................................ 22
Prepayment Assumption.............................................. 22
Prepayment Interest Shortfall...................................... 22
Prepayment Vector.................................................. 22
Principal Distribution Amount...................................... 22
Principal Prepayment............................................... 23
Purchase Price..................................................... 23
Qualified Substitute Mortgage Loan................................. 24
Rate/Term Refinancing.............................................. 24
Rating Agency or Rating Agencies................................... 25
Realized Loss...................................................... 25
Record Date........................................................ 26
Reference Banks.................................................... 26
Refinanced Mortgage Loan........................................... 26
Regular Certificate................................................ 26
Regular Interest................................................... 26
Relief Act......................................................... 26
Relief Act Interest Shortfall...................................... 26
REMIC ........................................................... 26
REMIC Provisions................................................... 26
Remittance Report.................................................. 26
Rents from Real Property........................................... 26
REO Account........................................................ 26
REO Disposition.................................................... 27
REO Imputed Interest............................................... 27
REO Principal Amortization......................................... 27
REO Property....................................................... 27
Request for Release................................................ 27
Required Subordinated Amount....................................... 27
Reserve Interest Rate.............................................. 27
Residential Dwelling............................................... 28
Residual Certificate............................................... 28
Residual Interest.................................................. 28
Responsible Officer................................................ 28
Rolling Delinquency Percentage..................................... 28
Rolling Loss Percentage............................................ 28
Servicing Account.................................................. 28
Servicing Advances................................................. 28
Servicing Fee...................................................... 29
Servicing Fee Rate................................................. 29
iii
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SECTION PAGE
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Servicing Officer.................................................. 29
Single Certificate................................................. 29
Special Hazard Amount.............................................. 29
Special Hazard Loss................................................ 29
S&P ........................................................... 30
Startup Day........................................................ 30
Stated Principal Balance........................................... 30
Stayed Funds....................................................... 30
Step Down Cumulative Loss Test..................................... 30
Step Down Rolling Delinquency Test................................. 31
Step Down Rolling Loss Test........................................ 31
Step Down Trigger.................................................. 31
Stepped Down Required Subordinated Percentage...................... 31
Step Up Cumulative Loss Test....................................... 31
Step Up Rolling Delinquency Test................................... 31
Step Up Rolling Loss Test.......................................... 31
Step Up Trigger.................................................... 32
Subordinated Amount................................................ 32
Subordination Deficiency Amount.................................... 32
Subordination Increase Amount...................................... 32
Subordination Reduction Amount..................................... 32
Sub-Servicer....................................................... 32
Sub-Servicing Account.............................................. 32
Sub-Servicing Agreement............................................ 32
Tax Returns........................................................ 32
Termination Price.................................................. 33
Terminator......................................................... 33
Transfer........................................................... 33
Transferee......................................................... 33
Transferor......................................................... 33
Trust Fund......................................................... 33
Trustee ........................................................... 33
Trustee's Fee...................................................... 33
Trustee's Fee Rate................................................. 33
Uninsured Cause.................................................... 33
United States Person............................................... 33
Value ........................................................... 34
Voting Rights...................................................... 34
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
2.01. Conveyance of Mortgage Loans....................................... 35
2.02. Acceptance by Trustee.............................................. 37
2.03. Repurchase or Substitution of Mortgage Loans by the Mortgage Loan
Seller or the Depositor............................................ 38
2.04. Representations and Warranties of the Depositor.................... 41
2.05. Representations, Warranties and Covenants of the Master Servicer... 43
2.06. Issuance of Certificates........................................... 44
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST FUND
3.01. Master Servicer to Act as Master Servicer.......................... 45
3.02. Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. 46
3.03. Successor Sub-Servicers............................................ 47
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3.04. Liability of the Master Servicer................................... 48
3.05. No Contractual Relationship Between Sub-Servicers and Trustee or
Certificateholders................................................. 48
3.06. Assumption or Termination of Sub-Servicing Agreements by Trustee... 48
3.07. Collection of Certain Mortgage Loan Payments....................... 49
3.08. Sub-Servicing Accounts............................................. 49
3.09. Collection of Taxes, Assessments and Similar Items; Servicing
Accounts........................................................... 49
3.10. Collection Account and Distribution Account........................ 50
3.11. Withdrawals from the Collection Account and Distribution Account... 52
3.12. Investment of Funds in the Collection Account, the Expense Account
and the Distribution Account....................................... 53
3.13. [intentionally omitted]............................................ 54
3.14. Maintenance of Hazard Insurance and Errors and Omissions and
Fidelity Coverage.................................................. 54
3.15. Enforcement of Due-On-Sale Clauses; Assumption Agreements.......... 55
3.16. Realization Upon Defaulted Mortgage Loans.......................... 56
3.17. Trustee to Cooperate; Release of Mortgage Files.................... 58
3.18. Servicing Compensation............................................. 59
3.19. Reports to the Trustee; Collection Account Statements.............. 60
3.20. Statement as to Compliance......................................... 60
3.21. Independent Public Accountants' Servicing Report................... 61
3.22. Access to Certain Documentation.................................... 61
3.23. Title, Management and Disposition of REO Property.................. 61
3.24. Obligations of the Master Servicer in Respect of Prepayment Interest
Shortfalls......................................................... 64
3.25. Expense Account.................................................... 64
3.26. Obligations of the Master Servicer in Respect of Mortgage Rates and
Monthly Payments................................................... 65
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
4.01. Distributions...................................................... 66
4.02. Statements to Certificateholders................................... 69
4.03. Remittance Reports; Monthly Advances............................... 72
4.04. Allocation of Realized Losses...................................... 74
4.05. Compliance with Withholding Requirements........................... 74
ARTICLE V
THE CERTIFICATES
5.01. The Certificates................................................... 76
5.02. Registration of Transfer and Exchange of Certificates.............. 77
5.03. Mutilated, Destroyed, Lost or Stolen Certificates.................. 82
5.04. Persons Deemed Owners.............................................. 82
5.05. Certain Available Information...................................... 82
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
6.01. Liability of the Depositor and the Master Servicer................. 84
6.02. Merger or Consolidation of the Depositor or the Master Servicer.... 84
6.03. Limitation on Liability of the Depositor, the Master Servicer and
Others............................................................. 84
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6.04. Limitation on Resignation of the Master Servicer................... 85
6.05. Rights of the Depositor in Respect of the Master Servicer.......... 85
ARTICLE VII
DEFAULT
7.01. Master Servicer Events of Default.................................. 87
7.02. Trustee to Act; Appointment of Successor........................... 89
7.03. Notification to Certificateholders................................. 90
7.04. Waiver of Master Servicer Events of Default........................ 91
ARTICLE VIII
CONCERNING THE TRUSTEE
8.01. Duties of Trustee.................................................. 92
8.02. Certain Matters Affecting the Trustee.............................. 93
8.03. Trustee Not Liable for Certificates or Mortgage Loans.............. 94
8.04. Trustee May Own Certificates....................................... 94
8.05. Trustee's Fees and Expenses........................................ 94
8.06. Eligibility Requirements for Trustee............................... 95
8.07. Resignation and Removal of the Trustee............................. 95
8.08. Successor Trustee.................................................. 96
8.09. Merger or Consolidation of Trustee................................. 96
8.10. Appointment of Co-Trustee or Separate Trustee...................... 97
8.11. Appointment of Office or Agency.................................... 98
8.12. Representations and Warranties of the Trustee...................... 98
ARTICLE IX
CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER
9.01. Rights of the Certificate Insurer To Exercise Rights of Class A
Certificateholders................................................. 99
9.02. Trustee To Act Solely with Consent of the Certificate Insurer...... 99
9.03. Trust Fund and Accounts Held for Benefit of the Certificate Insurer 99
9.04. Claims Upon the Policy; Policy Payments Account....................100
9.05 Effect of Payments by the Certificate Insurer; Subrogation.........101
9.06. Notices to the Certificate Insurer.................................102
9.07. Third-Party Beneficiary............................................102
9.08. Trustee to Hold the Policy.........................................102
ARTICLE X
TERMINATION
10.01 Termination Upon Repurchase or Liquidation of All Mortgage Loans...103
...................................................................103
10.02 ...................................................................105
Additional Termination Requirements................................105
ARTICLE XI
REMIC PROVISIONS
11.01. REMIC Administration...............................................106
11.02. Prohibited Transactions and Activities.............................108
11.03. Master Servicer and Trustee Indemnification........................108
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ARTICLE XII
MISCELLANEOUS PROVISIONS
12.01. Amendment..........................................................110
12.02. Recordation of Agreement; Counterparts.............................111
12.03. Limitation on Rights of Certificateholders.........................111
12.04. Governing Law......................................................112
12.05. Notices............................................................112
12.06. Severability of Provisions.........................................113
12.07. Notice to Rating Agencies and Certificate Insurer..................113
12.08. Article and Section References.....................................114
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EXHIBITS
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Exhibit A-1 Form of Class A Certificate
Exhibit A-2 Form of Class R Certificate
Exhibit B Form of Financial Guaranty Insurance Policy
Exhibit C-1 Form of Trustee's Initial Certification
Exhibit C-2 Form of Trustee's Final Certification
Exhibit D Form of Mortgage Loan Purchase Agreement
Exhibit E-1 Request for Release
Exhibit E-2 Request for Release Mortgage Loans paid in full
Exhibit F Form of Transfer Affidavit and Agreement and Form of
Transferor Affidavit in Connection with Transfer of
Residual Certificates
Exhibit G [Intentionally Omitted]
Exhibit H Form of Lost Note Affidavit
Schedule 1 Mortgage Loan Schedule
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This Pooling and Servicing Agreement, is dated and effective as of
September 1, 1996, among MERRILL LYNCH MORTGAGE INVESTORS, INC., as Depositor,
BERKELEY FEDERAL BANK & TRUST FSB, as Master Servicer, and BANKERS TRUST
COMPANY, as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates (collectively, the
"Certificates"), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder.
As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the Mortgage Loans and certain other related assets subject
to this Agreement as a real estate mortgage investment conduit (a "REMIC") for
federal income tax purposes. The Class R Certificates will be the sole class of
"residual interests" in the REMIC for purposes of the REMIC Provisions. The
Class A Certificates will be the "regular interests" in the REMIC.
The following table irrevocably sets forth the Pass-Through Rate, initial
Aggregate Certificate Principal Balance and "latest possible maturity date" for
the Certificates.
Initial Aggregate Latest Possible
Description Pass-Through Rate Certificate Principal Balance Maturity Date(1)
- ----------- ----------------- ----------------------------- ----------------
Class A Variable (2)% $81,129,770 October 25, 2026
Class R N/A $0 October 25, 2026
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity date
for the Mortgage Loans with the latest maturity date has been designated
as the "latest possible maturity date" for the Class A Certificates.
(2) Calculated in accordance with the definition of "Pass-Through Rate"
herein.
As of the Cut-off Date, the Original Mortgage Loans had an aggregate
principal balance equal to $81,142,202.
In consideration of the mutual agreements herein contained, the Depositor,
the Master Servicer and the Trustee agree as follows:
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ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, including, without limitation, in the
Preliminary Statement hereto, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Unless otherwise specified, all calculations described herein shall be made on
the basis of a 360-day year consisting of twelve 30-day months.
"Accrued Certificate Interest": With respect to each Distribution Date, one
month's interest accrued during the related Interest Accrual Period at the
Pass-Through Rate for such Certificate for such Distribution Date on the
Certificate Principal Balance of such Certificate immediately prior to such
Distribution Date. All distributions of interest on the Class A Certificates
will be calculated on the basis of a 360-day year and the actual number of days
in the applicable Interest Accrual Period. Accrued Certificate Interest with
respect to each Distribution Date, as to any Class A Certificate, shall be
reduced by an amount equal to the portion allocable to such Certificate of the
aggregate amount of any Relief Act Interest Shortfall, if any, for such
Distribution Date.
"Adjustable Rate Mortgage Loan": A Mortgage Loan which provides for the
adjustment of the Mortgage Rate payable in respect thereto.
"Adjustment Date": With respect to each Adjustable Rate Mortgage Loan, each
Adjustment Date, on which the Mortgage Rate of an Adjustable Rate Mortgage Loan
changes pursuant to the related Mortgage Note. The first Adjustment Date
following the Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth
in the Mortgage Loan Schedule.
"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.
"Agreement": This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
"Assignment": An assignment of Mortgage, notice of transfer or equivalent
instrument, in recordable form, which is sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage.
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"Available Distribution Amount": With respect to any Distribution Date, an
amount equal to the excess of (i) the sum of (a) the aggregate of the Monthly
Payments, Liquidation Proceeds, Insurance Proceeds, Principal Prepayments and
other unscheduled recoveries of principal and interest in respect of the
Mortgage Loans received during the related Collection Period, (b) the aggregate
of any amounts received in respect of an REO Property withdrawn from any REO
Account and deposited in the Distribution Account for such Distribution Date
pursuant to Section 3.23, (c) the aggregate of any amounts deposited in the
Distribution Account by the Master Servicer in respect of Prepayment Interest
Shortfalls for such Distribution Date pursuant to Section 3.24, (d) the
aggregate of any Monthly Advances made by the Master Servicer for such
Distribution Date pursuant to Section 4.03, (e) the aggregate of any advances
made by the Trustee for such Distribution Date pursuant to Section 7.02, and (f)
with respect to the initial Distribution Date, an amount equal to $180,362.79
over (ii) the sum of (a) amounts reimbursable or payable to the Depositor, the
Master Servicer, the Trustee, the Mortgage Loan Seller or any Sub-Servicer
pursuant to Section 3.11 or Section 3.12 or otherwise payable in respect of
extraordinary Trust Fund Expenses, (b) Stayed Funds, (c) amounts deposited in
the Collection Account or the Distribution Account, as the case may be, in
error, (d) amounts reimbursable to the Trustee for an advance made pursuant to
Section 7.02(b) which advance the Trustee has determined to be nonrecoverable
from the Stayed Funds in respect of which it was made, (e) the Certificate
Insurer Premium payable to the Certificate Insurer pursuant to Section 3.25(b),
(f) the Trustee Fee payable from the Distribution Account pursuant to Section
8.05, and (g) the least of (x) $180,362.79, (y) the amount available for
distribution after application of Section 4.01(a)(vi), calculated without giving
effect to this clause (g) (the "Excess Amount"), and (z) $180,362.79 less the
sum of the Excess Amounts for all prior Distribution Dates.
"Balloon Mortgage Loan": A Mortgage Loan that provides for the payment of
the unamortized principal balance of such Mortgage Loan in a single payment at
the maturity of such Mortgage Loan that is greater than the preceding monthly
payment.
"Balloon Payment":
"Bankruptcy Amount": As of any date of determination, $100,000 minus the
aggregate amount of Bankruptcy Losses on the Mortgage Loans, if any, previously
allocated to the Residual Certificates in accordance with Section 4.04.
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11 of the
United States Code), as amended.
"Bankruptcy Loss": With respect to any Mortgage Loan, a Realized Loss
resulting from a Deficient Valuation or Debt Service Reduction.
"Basis Risk Shortfall": With respect to any Distribution Date on which the
PassThrough Rate is calculated pursuant to clause (ii) of the definition
thereof, an amount equal to interest accrued during the related Interest Accrual
Period on the Certificate Principal Balance of the Class A Certificates
immediately prior to such Distribution Date at a rate equal to the
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excess of (a) the lesser of (x) the Pass-Through Rate calculated pursuant to
clause (i) of the definition thereof and (y) the Maximum Class A Pass-Through
Rate over (b) the Pass-Through Rate calculated pursuant to clause (ii) of the
definition thereof.
"Book-Entry Certificate": The Class A Certificates of any Class for so long
as the Certificates of such Class shall be registered in the name of the
Depository or its nominee.
"Business Day": Any day other than a Saturday, a Sunday or a day on which
banking or savings and loan institutions in the State of Florida or the State of
New York, or in the city in which the Corporate Trust Office of the Trustee is
located, are authorized or obligated by law or executive order to be closed.
"Cash-Out Refinancing": A Refinanced Mortgage Loan the proceeds of which
were more than $1000 in excess of the principal balance of any existing first
mortgage or subordinate mortgage on the related Mortgaged Property and related
closing costs.
"Certificate": Any one of the Depositor's Mortgage Loan Asset Backed
Certificates, Series 1996-1, Class A or Class R, issued under this Agreement.
"Certificate Factor": With respect to any Class of Regular Certificates as
of any Distribution Date, a fraction, expressed as a decimal carried to six
places, the numerator of which is the aggregate Certificate Principal Balance of
such Class of Certificates on such Distribution Date (after giving effect to any
distributions of principal and allocations of Realized Losses, in reduction of
the Certificate Principal Balance of such Class of Certificates to be made on
such Distribution Date), and the denominator of which is the initial aggregate
Certificate Principal Balance of such Class of Certificates as of the Closing
Date.
"Certificate Insurer": Financial Security Assurance Inc., a stock insurance
company organized and created under the laws of the State of New York, and any
successors thereto.
"Certificate Insurer Default": The existence and continuance of any of the
following:
(a) The Certificate Insurer fails to make a payment required under the
Policy in accordance with its terms; or
(b)(i) the entry by a court having jurisdiction in the premises of (A)
a decree or order for relief in respect of the Certificate Insurer in an
involuntary case or proceeding under any applicable United States federal
or state bankruptcy, insolvency, rehabilitation, reorganization or other
similar law or (B) a decree or order adjudging the Certificate Insurer a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganizing, rehabilitation, arrangement, adjustment or composition of or
in respect of the Certificate Insurer under any applicable United States
federal or state law, or appointing a custodian, receiver,
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liquidator, rehabilitator, assignee, trustee, sequestrator or other similar
official of the Certificate Insurer or of any substantial part of its
property, or ordering the winding-up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree
or order unstayed and in effect for a period of 60 consecutive days; or
(ii) the commencement by the Certificate Insurer of a voluntary case
or proceeding under any applicable United States federal or state
bankruptcy, insolvency, reorganization or other similar law or of any other
case or proceeding to be adjudicated a bankrupt or insolvent, or the
consent of the Certificate Insurer to the entry of a decree or order for
relief in respect of the Certificate Insurer in an involuntary case or
proceeding under any applicable United States federal or state bankruptcy,
insolvency case or proceeding against the Certificate Insurer, or the
filing by the Certificate Insurer of a petition or answer or consent
seeking reorganization or relief under any applicable United States federal
or state law, or the consent by the Certificate Insurer to the filing of
such petition or to the appointment of or the taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Certificate Insurer or of any substantial part of its
property, or the failure by the Certificate Insurer to pay debts generally
as they become due, or the admission by the Certificate Insurer in writing
of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Certificate Insurer in furtherance of any
such action.
"Certificate Insurer Premium": The Policy premium payable pursuant to
Section 3.25(b) hereof.
"Certificate Insurer Premium Rate": 0.18% per annum.
"Certificateholder" or "Holder": The Person in whose name a Certificate is
registered in the Certificate Register, and the Certificate Insurer to the
extent of Cumulative Insurance Payments, except that a "disqualified
organization" (as defined in Section 860E(e)(5) of the Code) or a Non-United
States Person shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor or the Master
Servicer or any Affiliate thereof shall be deemed not to be outstanding and the
Voting Rights to which it is entitled shall not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to
effect any such consent has been obtained, except as otherwise provided in
Section 12.01. The Trustee may conclusively rely upon a certificate of the
Depositor or the Master Servicer in determining whether a Certificate is held by
an Affiliate thereof. All references herein to "Holders" or "Certificateholders"
shall reflect the rights of Certificate Owners as they may indirectly exercise
such rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.
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"Certificate Owner": With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate as reflected on the books of the
Depository or on the books of a Depository Participant or on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent.
"Certificate Principal Balance": With respect to each Class A Certificate
as of any date of determination, the Certificate Principal Balance of such Class
A Certificate on the Distribution Date immediately prior to such date of
determination, minus all distributions allocable to principal made thereon and
Realized Losses allocated thereto on such immediately prior Distribution Date
(or, in the case of any date of determination up to and including the first
Distribution Date, the initial Certificate Principal Balance of such Class A
Certificate, as stated on the face thereof). With respect to each Class R
Certificate, as of any date of determination, an amount equal to the Percentage
Interest evidenced by such Certificate times the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of all Class A Certificates then
outstanding.
"Certificate Register" and "Certificate Registrar": The register maintained
and the registrar appointed pursuant to Section 5.02.
"Class": Collectively, all of the Certificates bearing the same class
designation.
"Class A Certificate": Any one of the Class A Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular
Interest in the Trust Fund for purposes of the REMIC Provisions.
"Class R Certificate": Any one of the Class R Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-6 and evidencing the
Residual Interest in the Trust Fund for purposes of the REMIC Provisions.
"Closing Date": September 26, 1996.
"Code": The Internal Revenue Code of 1986.
"Collection Account": The account or accounts created and maintained by the
Master Servicer pursuant to Section 3.10(a), which shall be entitled "Berkeley
Federal Bank & Trust FSB, as Master Servicer for Bankers Trust Company, as
Trustee, in trust for (A) registered holders of Merrill Lynch Mortgage
Investors, Inc., Mortgage Loan Asset Backed Certificates, Series 1996-1, and (B)
Financial Security Assurance Inc." and which must be an Eligible Account.
"Collection Period": With respect to any Distribution Date, the calendar
month preceding the calendar month in which such Distribution Date occurs.
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"Combined Loan-to-Value Ratio": As of any date and Mortgage Loan which is
secured by a Mortgaged Property which also secures the repayment of a
subordinated second mortgage loan, the fraction, expressed as a percentage, the
numerator of which is the sum of (a) the original principal balance of the
Mortgage Loan, plus (b) the unpaid principal balance of any second mortgage loan
secured by the Mortgaged Property as of such date, and the denominator of which
is the Value of the related Mortgaged Property.
"Corporate Trust Office": The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office at the date
of the execution of this instrument is located at 3 Park Plaza, 16th Floor,
Irvine, CA 92614, Attention: Merrill Lynch Mortgage Investors, Series 1996-1, or
at such other address as the Trustee may designate from time to time by notice
to the Certificateholders, the Depositor, the Master Servicer and the
Certificate Insurer.
"Cumulative Insurance Payments": As of any time of determination, the
aggregate of all Insurance Payments previously made by the Certificate Insurer
under the Policy plus interest thereon from the date such amount became due
until paid in full, at a rate of interest calculated as provided in the
Insurance Agreement minus the sum of (i) all payments previously made to the
Certificate Insurer pursuant to Section 4.01 hereof as reimbursement for such
amounts and (ii) any payments made by the Certificate Insurer attributable to
Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard Losses and
Excess Extraordinary Losses.
"Cumulative Loss Percentage": For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is aggregate amount of Realized
Losses incurred from and including the first Collection Period to and including
the most recently ended Collection Period, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.
"Cut-off Date": With respect to each Original Mortgage Loan, September 1,
1996. With respect to all Qualified Substitute Mortgage Loans, their respective
dates of substitution. References herein to the "Cut-off Date," when used with
respect to more than one Mortgage Loan, shall be to the respective Cut-off Dates
for such Mortgage Loans.
"Debt Service Reduction": With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
"Deficiency Amount": With respect to the Class A Certificates as of any
Distribution Date (i) any shortfall in amounts available in the Distribution
Account to pay interest on the Class A Certificates for the related Interest
Accrual Period on the Certificate Principal Balance of such Class at the then
applicable Pass-Through Rate thereon, net of any Prepayment Interest Shortfalls
and Relief Act Interest Shortfalls allocated to such Class, (ii) the principal
portion of any Realized Loss allocated to the Class A Certificates, and, without
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duplication, the excess, if any, of (a) the aggregate Certificate Principal
Balances of the Class A Certificates then outstanding over (b) the aggregate
Stated Principal Balances of the Mortgage Loans then outstanding, and (iii)
without duplication of the amount specified in clause (ii), the aggregate
Certificate Principal Balance of the Class A Certificates to the extent unpaid
on the final Distribution Date or earlier termination of the Trust Fund pursuant
to the terms of this Agreement.
"Deficiency Event": The inability of the Trustee to make the Guaranteed
Distribution on any Distribution Date due to a shortage of funds for such
purpose then held in the Distribution Account and the failure of the Certificate
Insurer to pay in full a claim made in accordance with Policy with respect to
such Distribution Date.
"Deficient Valuation": With respect to any Mortgage Loan, a valuation of
the related Mortgaged Property by a court of competent jurisdiction in an amount
less than the then outstanding principal balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy Code.
"Definitive Certificates": As defined in Section 5.01(b).
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be replaced by a
Qualified Substitute Mortgage Loan.
"Delinquency Percentage": As of the last day of any Collection Period, the
percentage equivalent of a fraction, the numerator of which equals the aggregate
Stated Principal Balances of all Mortgage Loans that are 60 or more days
Delinquent, in foreclosure or converted to REO Properties as of such last day of
such Collection Period, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of such Collection
Period.
"Depositor": Merrill Lynch Mortgage Investors, Inc., a Delaware
corporation, or its successor in interest.
"Depository": The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository, for purposes of
registering those Certificates that are to be Book-Entry Certificates, is CEDE &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
"Depository Institution": Any depository institution or trust company,
including the Trustee, that (a) is incorporated under the laws of the United
States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations (or,
in the case of a depository institution that is the principal subsidiary of a
holding company, such holding company has unsecured commercial paper or other
short-term unsecured debt
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obligations) that are rated P-1 by Moody's and A-1 by S&P (or comparable ratings
if Moody's and S&P are not the Rating Agencies).
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Determination Date": With respect to each Distribution Date, the 15th day
of the calendar month in which such Distribution Date occurs or, if such 15th
day is not a Business Day, the Business Day immediately following such 15th day.
"Directly Operate": With respect to any REO Property, the furnishing or
rendering of services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for sale to
customers, the performance of any construction work thereon or any use of such
REO Property in a trade or business conducted by the Trust Fund other than
through an Independent Contractor; provided, however, that the Trustee (or the
Master Servicer on behalf of the Trustee) shall not be considered to Directly
Operate an REO Property solely because the Trustee (or the Master Servicer on
behalf of the Trustee) establishes rental terms, chooses tenants, enters into or
renews leases, deals with taxes and insurance, or makes decisions as to repairs
or capital expenditures with respect to such REO Property.
"Disqualified Organization": Any of the following: (i) the United States,
any State or political subdivision thereof, any possession of the United States,
or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for the FHLMC, a majority of its board of directors is not
selected by such governmental unit), (ii) any foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other
Person so designated by the Trustee based upon an Opinion of Counsel that the
holding of an Ownership Interest in a Residual Certificate by such Person may
cause the Trust Fund or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.
"Distribution Account": The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.10(b) which shall be entitled
"Bankers Trust Company, as Trustee, in trust for (A) registered holders of
Merrill Lynch Mortgage Investors, Inc., Mortgage Loan Asset Backed Certificates,
Series 1996-1, and (B) Financial Security Assurance Inc." and which must be an
Eligible Account.
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"Distribution Date": The 25th day of any month, or if such 25th day is not
a Business Day, the Business Day immediately following such 25th day, commencing
in October 1996.
"Due Date": With respect to each Distribution Date, the day of the month on
which the Monthly Payment is due on a Mortgage Loan during the related
Collection Period, exclusive of any days of grace.
"Eligible Account": Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the short-term unsecured debt obligations of such holding company) are
rated P-1 by Moody's and A-1 by S&P (or comparable ratings if Moody's and S&P
are not the Rating Agencies) at the time any amounts are held on deposit
therein, (ii) an account or accounts the deposits in which are fully insured by
the FDIC or (iii) a trust account or accounts maintained with the trust
department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity. Eligible Accounts may bear interest.
"Estate in Real Property": A fee simple estate in a parcel of land.
"Excess Bankruptcy Loss": Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
"Excess Extraordinary Loss": Any Extraordinary Loss, or portion thereof,
which exceeds the then applicable Extraordinary Loss Amount.
"Excess Fraud Loss": Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
"Excess Special Hazard Loss": Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
"Excess Subordinated Amount": With respect to the Class A Certificates and
any Distribution Date, the excess, if any, of (i) the Subordinated Amount for
such Distribution Date over (ii) the Required Subordinated Amount for such
Distribution Date.
"Expense Account": The account established and maintained pursuant to
Section 3.25.
"Expense Adjusted Mortgage Rate": With respect to any Mortgage Loan, an
amount equal to the Mortgage Rate thereon minus the sum of (i) the Minimum
Spread, (ii) the Trustee's Fee Rate and (iii) the Servicing Fee Rate.
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"Expense Adjusted Maximum Mortgage Rate": With respect to any Mortgage
Loan, an amount equal to the excess of (x) in the case of the Fixed Rate
Mortgage Loans, the Mortgage Rate, and in the case of the Adjustable Rate
Mortgage Loans, the Maximum Mortgage Rate thereon, over (y) the sum of (i) the
Minimum Spread, (ii) the Trustee's Fee Rate and (iii) the Servicing Fee Rate.
"Extraordinary Loss": Any Realized Loss or portion thereof caused by or
resulting from:
(i) wear and tear, deterioration, rust or corrosion, mold, wet or dry
rot; inherent vice or latent defect; animals, birds, vermin,
insects;
(ii) smog, smoke, vapor, liquid or dust discharge from agricultural or
industrial operations; pollution; contamination;
(iii) settling, subsidence, cracking, shrinkage, bulging or expansion of
pavements, foundations, walls, floors, roofs or ceilings;
(iv) errors in design, faulty workmanship or faulty materials, unless
the collapse of the property or a part thereof ensues and then only
for the ensuing loss;
(v) nuclear or chemical reaction or nuclear radiation or radioactive or
chemical contamination, all whether controlled or uncontrolled and
whether such loss be direct or indirect, proximate or remote or be
in whole or in part caused by, contributed to or aggravated by a
peril covered by the definition of the term "Special Hazard Loss";
(vi) hostile or warlike action in time of peace or war, including action
in hindering, combating or defending against an actual, impending
or expected attack by any government or sovereign power, DE JURE or
DE FACTO, or by any authority maintaining or using military, naval
or air forces, or by military, naval or air forces, or by an agent
of any such government, power, authority or forces;
(vii) any weapon of war employing atomic fission or radioactive forces
whether in time of peace or war, and
(viii) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any
government or public authority, or risks of contraband or illegal
transactions or trade.
"Extraordinary Loss Amount": As of any date of determination, $81,130,
minus the aggregate amount of Extraordinary Losses on the Mortgage Loans, if
any, previously allocated to the Residual Certificates in accordance with
Section 4.04.
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"FDIC": Federal Deposit Insurance Corporation or any successor thereto.
"FHLMC": Federal Home Loan Mortgage Corporation or any successor thereto.
"Final Recovery Determination": With respect to any defaulted Mortgage Loan
or any REO Property (other than a Mortgage Loan or REO Property purchased by the
Mortgage Loan Seller, the Depositor, the Master Servicer or the Certificate
Insurer pursuant to or as contemplated by Section 2.03, 3.16(c) or 10.01), a
determination made by the Master Servicer that all Insurance Proceeds,
Liquidation Proceeds and other payments or recoveries which the Master Servicer,
in its reasonable good faith judgment, expects to be finally recoverable in
respect thereof have been so recovered. The Master Servicer shall maintain
records, prepared by a Servicing Officer, of each Final Recovery Determination
made thereby.
"Fixed Rate Mortgage Loan": A Mortgage Loan which provides for a fixed
Mortgage Rate payable with respect thereto.
"FNMA": Federal National Mortgage Association or any successor thereto.
"Fraud Loss": Any Realized Loss or portion thereof sustained by reason of a
default arising from intentional fraud, dishonesty or misrepresentation in
connection with the related Mortgage Loan.
"Fraud Loss Amount": As of any date of determination after the Cut-off
Date, an amount equal to: (X) prior to the first anniversary of the Cut-off
Date, 3.00% (initially, $2,433,893) of the aggregate outstanding principal
balance of all of the Mortgage Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses on the Mortgage Loans allocated solely to the Residual
Certificates in accordance with Section 4.04 since the Cut-off Date up to such
date of determination, (Y) from the first to the second anniversary of the
Cut-off Date, (1) the lesser of (a) the Fraud Loss Amount as of the most recent
anniversary of the Cut-off Date and (b) 2.00% of the aggregate outstanding
principal balance of all of the Mortgage Loans as of the most recent anniversary
of the Cut-off Date minus (2) the Fraud Losses on the Mortgage Loans allocated
solely to the Residual Certificates in accordance with Section 4.04 since the
most recent anniversary of the Cut-off Date up to such date of determination and
(Z) from the second anniversary to the fifth anniversary of the Cut-off Date,
(1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of
the Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance of
all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date
minus (2) the Fraud Losses on the Mortgage Loans allocated solely to the
Residual Certificates in accordance with Section 4.04 since the most recent
anniversary of the Cut-off Date up to such date of determination. On and after
the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero.
"Gross Margin": With respect to each Adjustable Rate Mortgage Loan, the
fixed percentage set forth in the related Mortgage Note that is added to the
Index on each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Rate for such Mortgage Loan.
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"Guaranteed Distribution": As defined in the Policy.
"Independent": When used with respect to any specified Person, any such
Person who (a) is in fact independent of the Depositor, the Master Servicer and
their respective Affiliates, (b) does not have any direct financial interest in
or any material indirect financial interest in the Depositor or the Master
Servicer or any Affiliate thereof, and (c) is not connected with the Depositor
or the Master Servicer or any Affiliate thereof as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar
functions; provided, however, that a Person shall not fail to be Independent of
the Depositor or the Master Servicer or any Affiliate thereof merely because
such Person is the beneficial owner of 1% or less of any class of securities
issued by the Depositor or the Master Servicer or any Affiliate thereof, as the
case may be.
"Independent Contractor": Either (i) any Person (other than the Master
Servicer) that would be an "independent contractor" with respect to the Trust
Fund within the meaning of Section 856(d)(3) of the Code if the Trust Fund were
a real estate investment trust (except that the ownership tests set forth in
that section shall be considered to be met by any Person that owns, directly or
indirectly, 35 percent or more of any Class of Certificates), so long as the
Trust Fund does not receive or derive any income from such Person and provided
that the relationship between such Person and the Trust Fund is at arm's length,
all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any
other Person (including the Master Servicer) if the Trustee has received an
Opinion of Counsel to the effect that the taking of any action in respect of any
REO Property by such Person, subject to any conditions therein specified, that
is otherwise herein contemplated to be taken by an Independent Contractor will
not cause such REO Property to cease to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code), or cause any
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property.
"Index": With respect to each Adjustable Rate Mortgage Loan and each
related Adjustment Date the average of the interbank offered rates for six-month
United States dollar deposits in the London market as published in THE WALL
STREET JOURNAL and as most recently available either (i) as of the first
Business Day 45 days prior to such Adjustment Date or (ii) as of the first
Business Day of the month preceding the month of such Adjustment Date, as
specified in the related Mortgage Note.
"Insurance Agreement": The Insurance and Indemnity Agreement, dated as of
September 26, 1996, among the Depositor, the Master Servicer and the Certificate
Insurer, as amended or supplemented in accordance with the provisions thereof.
"Insurance Payment": Any payment made by the Certificate Insurer under the
Policy with respect to the Senior Certificates.
"Insurance Proceeds": Proceeds of any title policy, hazard policy or other
insurance policy covering a Mortgage Loan, to the extent such proceeds are not
to be applied to the
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restoration of the related Mortgaged Property or released to the Mortgagor in
accordance with the procedures that the Master Servicer would follow in
servicing mortgage loans held for its own account, subject to the terms and
conditions of the related Mortgage Note and Mortgage.
"Interest Accrual Period": With respect to any Distribution Date and the
Class A Certificate, the period commencing on the 25th day of the month
immediately preceding the month in which such Distribution Date occurs (or in
the case of the first Interest Accrual Period, commencing on the Closing Date)
and ending on the 24th day of the month in which such Distribution Date occurs.
"Interest Determination Date": With respect to the Class A Certificates and
any Interest Accrual Period therefor, the second London Business Day preceding
the commencement of such Interest Accrual Period.
"Interest Distribution Amount": With respect to any Distribution Date and
the Class A Certificates, the aggregate Accrued Certificate Interest on the
Certificates of such Class for such Distribution Date.
"Late Collections": With respect to any Mortgage Loan, all amounts received
subsequent to the Determination Date immediately following any Collection
Period, whether as late payments of Monthly Payments or as Insurance Proceeds,
Liquidation Proceeds or otherwise, which represent late payments or collections
of principal and/or interest due (without regard to any acceleration of payments
under the related Mortgage and Mortgage Note) but delinquent for such Collection
Period and not previously recovered.
"Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is
removed from the Trust Fund by reason of its being purchased, sold or replaced
pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section
10.01. With respect to any REO Property, either of the following events: (i) a
Final Recovery Determination is made as to such REO Property; or (ii) such REO
Property is removed from the Trust Fund by reason of its being purchased
pursuant to Section 10.01.
"Liquidation Proceeds": The amount (other than Insurance Proceeds or
amounts received in respect of the rental of any REO Property prior to REO
Disposition) received by the Master Servicer in connection with (i) the taking
of all or a part of a Mortgaged Property by exercise of the power of eminent
domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan by
means of a trustee's sale, foreclosure sale or otherwise, or (iii) the
repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant
to or as contemplated by Section 2.03, Section 3.16(c), Section 3.23 or Section
10.01.
"Loan-to-Value Ratio": As of any date of determination, the fraction,
expressed as a percentage, the numerator of which is the principal balance of
the related Mortgage Loan at such date and the denominator of which is the Value
of the related Mortgaged Property.
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"London Business Day": Any day on which banks in the City of London are
open and conducting transactions in United States dollars.
"Lost Note Affidavit": With respect to any Mortgage Loan as to which the
original Mortgage Note has been permanently lost or destroyed and has not been
replaced, an affidavit from the Mortgage Loan Seller certifying that the
original Mortgage Note has been lost, misplaced or destroyed (together with a
copy of the related Mortgage Note) in the form of Exhibit H hereto.
"Majority Class R Certificateholder": Any single Holder of Class R
Certificates representing a greater than 50% Percentage Interest in such Class.
"Master Servicer": Berkeley Federal Bank & Trust FSB, a federal savings
bank, or any successor master servicer appointed as herein provided, in its
capacity as Master Servicer hereunder.
"Master Servicer Event of Default": One or more of the events described in
Section 7.01.
"Master Servicer Remittance Date": With respect to any Distribution Date,
3:00 p.m. New York time on the fourth Business Day prior to such Distribution
Date.
"Maximum Class A Pass-Through Rate": With respect to each Distribution
Date, a per annum rate equal to the fraction, expressed as a percentage, the
numerator of which is (i) an amount equal to (A) 1/12 of the aggregate principal
balance of the then outstanding Mortgage Loans times the weighted average of the
Expense Adjusted Maximum Mortgage Rates on the then outstanding Mortgage Loans
minus (B) the Certificate Insurer Premium for such Distribution Date, and the
denominator of which is (ii) an amount equal to (A) the aggregate principal
balance of the then outstanding Mortgage Loans multiplied by (B) the actual
number of days in the related Interest Accrual Period divided by 360.
"Maximum Mortgage Rate": With respect to each Adjustable Rate Mortgage
Loan, the percentage set forth in the related Mortgage Note as the maximum
Mortgage Rate thereunder.
"Minimum Mortgage Rate": With respect to each Adjustable Rate Mortgage
Loan, the percentage set forth in the related Mortgage Note as the minimum
Mortgage Rate thereunder.
"Minimum Spread": .75% per annum.
"Monthly Advance": As to any Mortgage Loan or REO Property, any advance
made by the Master Servicer in respect of any Distribution Date pursuant to
Section 4.03.
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"Monthly Payment": With respect to any Mortgage Loan, the scheduled monthly
payment of principal and interest on such Mortgage Loan which is payable by the
related Mortgagor from time to time under the related Mortgage Note, determined:
(a) after giving effect to (i) any Deficient Valuation and/or Debt Service
Reduction with respect to such Mortgage Loan and (ii) any reduction in the
amount of interest collectible from the related Mortgagor pursuant to the Relief
Act; (b) without giving effect to any extension granted or agreed to by the
Master Servicer pursuant to Section 3.07; and (c) on the assumption that all
other amounts, if any, due under such Mortgage Loan are paid when due.
"Moody's": Moody's Investors Service, Inc. or its successor in interest.
"Mortgage": The mortgage, deed of trust or other instrument creating a
first lien on, or first priority security interest in, a Mortgaged Property
securing a Mortgage Note.
"Mortgage File": The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
"Mortgage Loan": Each mortgage loan transferred and assigned to the Trustee
pursuant to Section 2.01 or Section 2.03(d) as from time to time held as a part
of the Trust Fund, the Mortgage Loans so held being identified in the Mortgage
Loan Schedule.
"Mortgage Loan Purchase Agreement": The agreement among the Mortgage Loan
Seller and the Depositor, regarding the transfer of the Mortgage Loans by the
Mortgage Loan Seller to or at the direction of the Depositor, substantially in
the form of Exhibit D annexed hereto.
"Mortgage Loan Schedule": As of any date, the list of Mortgage Loans
included in the Trust Fund on such date, separately identifying the Adjustable
Rate Mortgage Loans and the Fixed Rate Mortgage Loans, attached hereto as
Schedule 1. The Mortgage Loan Schedule shall set forth the following information
with respect to each Mortgage Loan:
(i) the Mortgage Loan Seller's Mortgage Loan identifying number;
(ii) the Mortgagor's name;
(iii) the street address of the Mortgaged Property including the
state and zip code;
(iv) a code indicating whether the Mortgaged Property is
owner-occupied;
(v) the type of Residential Dwelling constituting the Mortgaged
Property;
(vi) the original months to maturity;
(vii) the stated remaining months to maturity from the Cut-off Date
based on the original amortization schedule;
(viii) the Loan-to-Value Ratio at origination;
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(ix) the Mortgage Rate in effect immediately following the Cut-off
Date;
(x) (A) the date on which the first Monthly Payment was due on the
Mortgage Loan and, (B) if such date is not consistent with the
Due Date currently in effect, such Due Date;
(xi) the stated maturity date;
(xii) the amount of the Monthly Payment due on the first Due Date on
or after the Cut-off Date;
(xiii) the last Due Date on which a Monthly Payment was actually
applied to the unpaid Principal Balance;
(xiv) the original principal amount of the Mortgage Loan;
(xv) the outstanding principal balance of the Mortgage Loan as of
the close of business on the Cut-off Date;
(xvi) in the case of each Adjustable Rate Mortgage Loan, the
Adjustment Dates;
(xvii) in the case of each Adjustable Rate Mortgage Loan, the Gross
Margin;
(xviii) a code indicating the purpose of the Mortgage Loan (i.e.,
purchase financing, Rate/Term Refinancing, Cash-Out
Refinancing);
(xix) in the case of each Adjustable Rate Mortgage Loan, the Maximum
Mortgage Rate;
(xx) in the case of each Adjustable Rate Mortgage Loan, the Minimum
Mortgage Rate;
(xxi) the Mortgage Rate at origination;
(xxii) in the case of each Adjustable Rate Mortgage Loan, the
Periodic Rate Cap and the maximum first Adjustment Date
Mortgage Rate adjustment;
(xxiii) a code indicating the documentation style program (I.E., Full
Documentation, Lite Documentation or Stated Income
Documentation);
(xxiv) in the case of each Adjustable Rate Mortgage Loan, the Index;
(xxv) in the case of each Adjustable Rate Mortgage Loan, the first
Adjustment Date immediately following the Cut-off Date;
(xxvi) the risk grade;
(xxvii) [intentionally omitted];
(xxviii) [intentionally omitted];
(xxix) [intentionally omitted];
(xxx) the Value of the Mortgaged Property;
(xxxi) the sale price of the Mortgaged Property, if applicable;
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(xxxii) the prepayment penalty term;
(xxxiii) [intentionally omitted];
(xxxiv) [intentionally omitted];
(xxxv) in the case of each Adjustable Rate Mortgage Loan, the
rounding code (nearest 0.125%);
(xxxvi) whether the Mortgage Loan is assumable;
(xxxvii) whether the Mortgage Loan has a due-on-sale clause; and
(xxxviii) the program code.
The Mortgage Loan Schedule shall set forth the following information, as of
the Cut-off Date with respect to the Mortgage Loans in the aggregate: (1) the
number of Mortgage Loans; (2) the current principal balance of the Mortgage
Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans; and (4) the
weighted average maturity of the Mortgage Loans. The Mortgage Loan Schedule
shall be amended from time to time by the Depositor in accordance with the
provisions of this Agreement. With respect to any Qualified Substitute Mortgage
Loan, Cut-off Date shall refer to the related Cut-off Date for such Mortgage
Loan, determined in accordance with the definition of Cut-off Date herein.
"Mortgage Loan Seller": Berkeley Federal Bank & Trust FSB, or its successor
in interest, in its capacity as seller under the Mortgage Loan Purchase
Agreement.
"Mortgage Note": The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.
"Mortgage Pool": The pool of Mortgage Loans, identified on Schedule 1 from
time to time, and any REO Properties acquired in respect thereof.
"Mortgage Rate": With respect to each Mortgage Loan, the annual rate at
which interest accrues on such Mortgage Loan from time to time in accordance
with the provisions of the related Mortgage Note, which rate (i) in the case of
each Fixed Rate Mortgage Loan shall remain constant at the rate set forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the
Cut-off Date and (ii) in the case of each Adjustable Rate Mortgage Loan (A) as
of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as of any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the nearest 0.125% as
provided in the Mortgage Note, of the Index, as most recently available as of a
date prior to the Adjustment Date as set forth in the related Mortgage Note,
plus the related Gross Margin; provided that the Mortgage Rate on such Mortgage
Loan on any Adjustment Date shall never be more than the lesser of (i) the sum
of the Mortgage Rate in effect immediately prior to the Adjustment Date plus the
related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage Rate,
and shall never be less than the greater of (i) the Mortgage Rate in effect
immediately prior to the Adjustment Date less the Periodic Rate Cap, if any, and
(ii) the related Minimum Mortgage Rate. With respect to each Mortgage Loan that
becomes an REO Property, as of any date of determination, the annual rate
determined in
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accordance with the immediately preceding sentence as of the date such Mortgage
Loan became an REO Property.
"Mortgaged Property": The underlying property securing a Mortgage Loan,
including any REO Property, consisting of an Estate in Real Property improved by
a Residential Dwelling.
"Mortgagor": The obligor on a Mortgage Note.
"Net Monthly Excess Cashflow": With respect to any Distribution Date, an
amount equal to the excess of (x) the Available Distribution Amount for such
Distribution Date over (y) the sum for such Distribution Date of (A) the
Interest Distribution Amount payable to the holders of the Class A Certificates
and (B) the amount described in clauses (b)(i)-(iii) of the definition of
Principal Distribution Amount minus the amount of any Subordination Reduction
Amount for the Class A Certificates for such Distribution Date.
"Net Mortgage Rate": With respect to any Mortgage Loan (or the related REO
Property), as of any date of determination, a per annum rate of interest equal
to the then applicable Mortgage Rate for such Mortgage Loan minus the Servicing
Fee Rate.
"New Lease": Any lease of REO Property entered into on behalf of the Trust
Fund, including any lease renewed or extended on behalf of the Trust Fund if the
Trust Fund has the right to renegotiate the terms of such lease.
"Nonrecoverable Monthly Advance": Any Monthly Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Property that, in the
good faith business judgment of the Master Servicer, will not or, in the case of
a proposed Monthly Advance, would not be ultimately recoverable from related
late payments, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan
or REO Property as provided herein.
"Non-United States Person": Any Person other than a United States Person.
"Officers' Certificate": A certificate signed by the Chairman of the Board,
the Vice Chairman of the Board, the President or a vice president (however
denominated), and by the Treasurer, the Secretary, or one of the assistant
treasurers or assistant secretaries of the Master Servicer, the Mortgage Loan
Seller or the Depositor, as applicable.
"One-Month LIBOR": With respect to any Interest Accrual Period, the rate
determined by the Trustee on the related Interest Determination Date on the
basis of the offered rates of the Reference Banks for one-month U.S. dollar
deposits, as such rates appear on the Reuters Screen LIBO Page, as of 11:00 A.M.
(London time) on such Interest Determination Date. On each Interest
Determination Date, One-Month LIBOR for the related Interest Accrual Period will
be established by the Trustee as follows:
(i) If on such Interest Determination Date two or more Reference Banks
provide such offered quotations, One-Month LIBOR for the related Interest
Accrual Period shall be the arithmetic mean of such offered quotations (rounded
upwards if necessary to the nearest whole multiple of 1/16%).
(ii) If on such Interest Determination Date fewer than two Reference Banks
provide such offered quotations, One-Month LIBOR for the related Interest
Accrual Period shall
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be the higher of (i) LIBOR as determined on the previous Interest Determination
Date and (ii) the Reserve Interest Rate.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor or the Master Servicer
acceptable to the Trustee and the Certificate Insurer, except that any opinion
of counsel relating to (a) the qualification of the Trust Fund as a REMIC or (b)
compliance with the REMIC Provisions must be an opinion of Independent counsel.
"Original Adjustable Rate Mortgage Loan": Any of the Adjustable Rate
Mortgage Loans included in the Trust Fund as of the Closing Date.
"Original Fixed Rate Mortgage Loan": Any of the Fixed Rate Mortgage Loans
included in the Trust Fund as of the Closing Date.
"Original Mortgage Loan": Any of the Mortgage Loans included in the Trust
Fund as of the Closing Date.
"Ownership Interest": As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
"Pass-Through Rate": With respect to the Class A Certificates and any
Distribution Date after the first Distribution Date, a rate per annum equal to
the lesser of (i) One-Month LIBOR plus 0.35%, in the case of each Distribution
Date through and including the Distribution Date on which the aggregate
principal balance of the Mortgage Loans is reduced to 10% or less of the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or
One-Month LIBOR plus 0.75% per annum, in the case of any Distribution Date
thereafter and (ii) the fraction, expressed as a percentage, the numerator of
which is (A) an amount equal to (1) 1/12 of the aggregate principal balance of
the then outstanding Mortgage Loans times the weighted average of the Expense
Adjusted Mortgage Rates on the then outstanding Mortgage Loans minus (2) the
amount of the Certificate Insurer Premium with respect to the Class A
Certificates payable to the Insurer with respect to the Policy for such
Distribution Date, and the denominator of which is (B) an amount equal to (1)
the aggregate principal balance of the then outstanding Mortgage Loans
multiplied by (2) the actual number of days elapsed in the related Interest
Accrual Period divided by 360.
"Percentage Interest": With respect to Class A Certificates, the undivided
percentage ownership in such Class evidenced by such Certificate, expressed as a
percentage, the numerator of which is the initial Certificate Principal Balance
represented by such Certificate and the denominator of which is the aggregate
initial Certificate Principal Balance of all of the Certificates of such Class.
The Class A Certificates are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $1,000 and
increments of $1.00 in excess thereof. With respect to any Class R Certificate,
the undivided percentage ownership in such Class evidenced by such Certificate,
as set forth on the face of such Class R Certificate. The Class R Certificates
are issuable only in minimum Percentage Interests of 25%.
"Periodic Rate Cap": With respect to each Adjustable Rate Mortgage Loan and
any Adjustment Date therefor, the fixed percentage set forth in the related
Mortgage Note, which is the maximum amount by which the Mortgage Rate for such
Mortgage Loan may increase or
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decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
Rate) on such Adjustment Date from the Mortgage Rate in effect immediately prior
to such Adjustment Date.
"Permitted Investments": Any one or more of the following obligations or
securities acquired at a purchase price of not greater than par, regardless of
whether issued by the Depositor, the Master Servicer, the Trustee or any of
their respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States or any
agency or instrumentality thereof, provided such obligations are backed by
the full faith and credit of the United States, provided, however, that any
obligation of, or guaranteed by, FHLMC or FNMA, other than a senior debt or
a mortgage participation or pass-through certificate guaranteed by FHLMC or
FNMA shall be a Permitted Investment only if, at the time of investment,
such investment is acceptable to the Certificate Insurer.
(ii) demand and time deposits in, certificates of deposit of, or
bankers' acceptances issued by, any Depository Institution;
(iii) repurchase obligations with respect to any security described in
clause (i) above entered into with a Depository Institution (acting as
principal);
(iv) securities bearing interest or sold at a discount that are issued
by any corporation incorporated under the laws of the United States of
America or any State thereof and that are rated by each Rating Agency in
its highest long-term unsecured rating categories at the time of such
investment or contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a
specified date not more than 30 days after the date of acquisition thereof)
that is rated by each Rating Agency in its highest short-term unsecured
debt rating available at the time of such investment;
(vi) units of money market funds that have been rated "Aaa" by Moody's
and "AAA" by S&P; and
(viii) if previously confirmed in writing to the Trustee, any other
demand, money market or time deposit, or any other obligation, security or
investment, as may be acceptable to the Rating Agencies and the Certificate
Insurer as a permitted investment of funds backing securities having
ratings equivalent to its highest initial rating of any Class of Senior
Certificates;
provided that no instrument described hereunder shall evidence either the right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of the
yield to maturity at par of the underlying obligations.
"Permitted Transferee": Any Transferee of a Residual Certificate other than
a Disqualified Organization or Non-United States Person.
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"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"Policy": The Financial Guaranty Insurance Policy (No. 50513-N) issued by
the Certificate Insurer relating to the Class A Certificates, including any
endorsements thereto, attached hereto as Exhibit B.
"Policy Payments Account": The account established pursuant to Section 9.04
hereof.
"Prepayment Assumption": A prepayment rate for the Fixed Rate Mortgage
Loans of 100% of the Prepayment Vector, and a prepayment rate for the Adjustable
Rate Mortgage Loans of 20% CPR. The Prepayment Assumption is used solely for
determining the accrual of original issue discount on the Certificates for
federal income tax purposes. A 100% Prepayment Vector assumes that the
outstanding balance of a pool of mortgage loans prepays at a rate of 4.00% CPR
in the first month of the life of such pool, such rate increasing by an
additional approximate 0.947368% (or 18/19ths of 1%) CPR each month thereafter
through the twelfth month of the life of such pool, and such rate thereafter
remaining at 25% CPR for the remainder of the life of such pool. A CPR (or
Constant Prepayment Rate) represents an annualized constant assumed rate of
prepayment each month of a pool of mortgage loans relative to its outstanding
principal balance for the life of such pool.
"Prepayment Interest Shortfall": With respect to any Distribution Date, for
each Mortgage Loan that was during the related Collection Period the subject of
a Principal Prepayment in full or in part that was applied by the Master
Servicer to reduce the outstanding principal balance of such loan on a date
preceding the Due Date in the succeeding Collection Period, an amount equal to
interest at the applicable Net Mortgage Rate on the amount of such Principal
Prepayment for the number of days commencing on the date on which the prepayment
is applied and ending on the last day of the related Collection Period. The
obligations of the Master Servicer in respect of any Prepayment Interest
Shortfall are set forth in Section 3.24.
"Prepayment Vector": The prepayment scenario assumed for Fixed Rate
Mortgage Loans in determining the accrual of original issue discount on the
Certificates for federal income tax purposes. The Prepayment Vector is described
in the Prospectus Supplement, dated September 20, 1996, pursuant to which the
Class A Certificates were offered.
"Principal Distribution Amount": With respect to any Distribution Date, the
lesser of:
(a) the excess of the Available Distribution Amount over the amount
payable on the Class A Certificates pursuant to Section 4.01(a)(i);
and
(b) the sum of:
(i) the principal portion of each Monthly Payment due during the
related Collection Period, to the extent received, on each Mortgage
Loan;
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(ii) the Stated Principal Balance of any Mortgage Loan that was
purchased during the related Collection Period pursuant to or as
contemplated by Section 2.03, 3.16(c) or 10.01 and the amount of any
shortfall deposited in the Collection Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to Section 2.03
during the related Collection Period;
(iii) the principal portion of all other unscheduled collections
(including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds and REO Principal Amortization)
received during the related Collection Period, net of any portion
thereof that represents a recovery of principal for which an advance
was made by a Master Servicer pursuant to Section 4.03 in respect of a
preceding Distribution Date; and
(iv) the principal portion of any Realized Losses incurred (or deemed
to have been occurred) on any Mortgage Loans in the calendar month
preceding such Distribution Date, and the principal portion of any
Realized Losses allocated to the Class A Certificates on previous
Distribution Dates, but not paid under the Policy due to a Certificate
Insurer Default, in each case to the extent covered by Net Monthly
Excess Cashflow for such Distribution Date; and
(v) the amount of any Subordination Increase Amount for the Class A
Certificates for such Distribution Date;
minus:
(vi) the amount of any Subordination Reduction Amount for the Class A
Certificates for such Distribution Date.
"Principal Prepayment": Any payment of principal made by the Mortgagor on a
Mortgage Loan which is received in advance of its scheduled Due Date and which
is not accompanied by an amount of interest representing the full amount of
scheduled interest due on any Due Date in any month or months subsequent to the
month of prepayment.
"Purchase Price": With respect to any Mortgage Loan or REO Property to be
purchased pursuant to or as contemplated by Section 2.03, 3.16(c) or 10.01, and
as confirmed by an Officers' Certificate from the Master Servicer to the
Trustee, an amount equal to the sum of (i) 100% of the Stated Principal Balance
thereof as of the date of purchase (or such other price as provided in Section
10.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated
Principal Balance at the applicable Net Mortgage Rate in effect from time to
time from the Due Date as to which interest was last covered by a payment by the
Mortgagor or an advance by the Master Servicer, which payment or advance had as
of the date of purchase been distributed pursuant to Section 4.01, through the
end of the calendar month in which the purchase is to be effected, and (y) an
REO Property, the sum of (1) accrued interest on such Stated Principal Balance
at the applicable Net Mortgage Rate in effect from time to time from the Due
Date as to which interest was last covered by a payment by the Mortgagor or an
advance by the Master Servicer through the end of the calendar month immediately
preceding the calendar month in which such REO Property was acquired, plus (2)
REO Imputed Interest
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for such REO Property for each calendar month commencing with the calendar month
in which such REO Property was acquired and ending with the calendar month in
which such purchase is to be effected, net of the total of all net rental
income, Insurance Proceeds, Liquidation Proceeds and Monthly Advances that as of
the date of purchase had been distributed as or to cover REO Imputed Interest
pursuant to Section 4.01, (iii) any unreimbursed Servicing Advances and Monthly
Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or REO
Property, (iv) any amounts previously withdrawn from the Collection Account in
respect of such Mortgage Loan or REO Property pursuant to Sections 3.11(ix) and
3.16(b), and (v) in the case of a Mortgage Loan required to be purchased
pursuant to Section 2.03, expenses reasonably incurred or to be incurred by the
Master Servicer or the Trustee in respect of the breach or defect giving rise to
the purchase obligation.
"Qualified Substitute Mortgage Loan": A mortgage loan substituted for a
Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the
date of such substitution, (i) have an outstanding principal balance, after
application of all scheduled payments of principal and interest due during or
prior to the month of substitution, not in excess of the outstanding principal
balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs, (ii) have a Mortgage Rate not less than
(and not more than one percentage point in excess of) the Mortgage Rate of the
Deleted Mortgage Loan, (iii) have a Maximum Mortgage Rate not less than the
Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) have a Minimum Mortgage
Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v)
have a Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi)
have a next Adjustment Date not more than two months later than the next
Adjustment Date on the Deleted Mortgage Loan, (vii) have a remaining term to
maturity not greater than (and not more than one year less than) that of the
Deleted Mortgage Loan, (viii) have the same Due Date as the Due Date on the
Deleted Mortgage Loan, (ix) have a Loan-to-Value Ratio as of the date of
substitution equal to or lower than the Loan-to-Value Ratio of the Deleted
Mortgage Loan as of such date, (x) have a risk grading determined by the
Mortgage Loan Seller at least equal to the risk grading assigned on the Deleted
Mortgage Loan and (xi) conform to each representation and warranty set forth in
Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted
Mortgage Loan. In the event that one or more mortgage loans are substituted for
one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof
shall be determined on the basis of aggregate principal balances, the Mortgage
Rates described in clause (ii) hereof shall be determined on the basis of
weighted average Mortgage Rates, the risk gradings described in clause (x)
hereof shall be satisfied as to each such mortgage loan, the terms described in
clause (vii) hereof shall be determined on the basis of weighted average
remaining term to maturity, the Loan-to-Value Ratios described in clause (ix)
hereof shall be satisfied as to each such mortgage loan and, except to the
extent otherwise provided in this sentence, the representations and warranties
described in clause (xi) hereof must be satisfied as to each Qualified
Substitute Mortgage Loan or in the aggregate, as the case may be.
"Rate/Term Refinancing": A Refinanced Mortgage Loan, the proceeds of which
are not more than $1000 in excess of the existing first mortgage loan and any
subordinate mortgage loan on the related Mortgaged Property and related closing
costs, and were used exclusively (except for up to $1000) to satisfy the then
existing first mortgage loan and any subordinate mortgage loan of the Mortgagor
on the related Mortgaged Property and to pay related closing costs.
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"Rating Agency or Rating Agencies": Moody's and S&P or their successors. If
such agencies or their successors are no longer in existence, "Rating Agencies"
shall be such nationally recognized statistical rating agencies, or other
comparable Persons, designated by the Depositor and the Certificate Insurer,
notice of which designation shall be given to the Trustee and Master Servicer.
"Realized Loss": With respect to each Mortgage Loan as to which a Final
Recovery Determination has been made an amount (not less than zero) equal to (i)
the unpaid principal balance of such Mortgage Loan as of the commencement of the
calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest was
then accruing on such Mortgage Loan and (B) on a principal amount equal to the
Stated Principal Balance of such Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, plus (iii) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan pursuant to Sections 3.11(ix) and 3.16(b), minus (iv) the proceeds, if any,
received in respect of such Mortgage Loan during the calendar month in which
such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Master Servicer with respect to such Mortgage Loan pursuant to
clause (iii) of Section 3.11.
With respect to any REO Property as to which a Final Recovery Determination
has been made an amount (not less than zero) equal to (i) the unpaid principal
balance of the related Mortgage Loan as of the date of acquisition of such REO
Property on behalf of the Trust Fund, plus (ii) accrued interest from the Due
Date as to which interest was last paid by the Mortgagor in respect of the
related Mortgage Loan through the end of the calendar month immediately
preceding the calendar month in which such REO Property was acquired, calculated
in the case of each calendar month during such period (A) at an annual rate
equal to the annual rate at which interest was then accruing on the related
Mortgage Loan and (B) on a principal amount equal to the Stated Principal
Balance of the related Mortgage Loan as of the close of business on the
Distribution Date during such calendar month, plus (iii) REO Imputed Interest
for such REO Property for each calendar month commencing with the calendar month
in which such REO Property was acquired and ending with the calendar month in
which such Final Recovery Determination was made, plus (iv) any amounts
previously withdrawn from the Collection Account in respect of the related
Mortgage Loan pursuant to Sections 3.11(ix) and 3.16(b), minus (v) the aggregate
of all Monthly Advances made by the Master Servicer in respect of such REO
Property or the related Mortgage Loan for which the Master Servicer has been or,
in connection with such Final Recovery Determination, will be reimbursed
pursuant to Section 3.23 out of rental income, Insurance Proceeds and
Liquidation Proceeds received in respect of such REO Property, minus (vi) the
total of all net rental income, Insurance Proceeds and Liquidation Proceeds
received in respect of such REO Property that has been, or in connection with
such Final Recovery Determination, will be transferred to the Distribution
Account pursuant to Section 3.23.
With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
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With respect to each Mortgage Loan which has become the subject of a Debt
Service Reduction, the portion, if any, of the reduction in each affected
Monthly Payment attributable to a reduction in the Mortgage Rate imposed by a
court of competent jurisdiction. Each such Realized Loss shall be deemed to have
been incurred on the Due Date for each affected Monthly Payment.
"Record Date": With respect to each Distribution Date, the last Business
Day of the month immediately preceding the month in which such Distribution Date
occurs.
"Reference Banks": Bankers Trust Company, Barclay's Bank PLC, The Bank of
Tokyo and National Westminster Bank PLC and their successors in interest;
PROVIDED that if any of the foregoing banks are not suitable to serve as a
Reference Bank, then any leading banks selected by the Trustee which are engaged
in transactions in Eurodollar deposits in the international Eurocurrency market
(i) with an established place of business in London, (ii) not controlling, under
the control of or under common control with the Depositor or any Affiliate
thereof, (iii) whose quotations appear on the Reuters Screen LIBO Page on the
relevant Interest Determination Date and (iv) which have been designated as such
by the Trustee.
"Refinanced Mortgage Loan": A Mortgage Loan the proceeds of which were not
used to purchase the related Mortgaged Property.
"Regular Certificate": Any Class A Certificate.
"Regular Interest": A "regular interest" in a REMIC within the meaning of
Section 860G(a)(1) of the Code.
"Relief Act": The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
"Relief Act Interest Shortfall": With respect to any Distribution Date and
any Mortgage Loan, any reduction in the amount of interest collectible on such
Mortgage Loan for the most recently ended calendar month as a result of the
application of the Relief Act.
"REMIC": A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
"REMIC Provisions": Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Section 860A-860G of
the Code, and related provisions, and proposed, temporary and final regulations
and published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
"Remittance Report": A report in form and substance acceptable to the
Trustee on a magnetic disk or tape prepared by the Master Servicer pursuant to
Section 4.03 with such additions, deletions and modifications as agreed to by
the Trustee and the Master Servicer.
"Rents from Real Property": With respect to any REO Property, gross income
of the character described in Section 856(d) of the Code as being included in
the term "rents from real property."
"REO Account": The account or accounts maintained by the Master Servicer in
respect of an REO Property pursuant to Section 3.23.
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"REO Disposition": The sale or other disposition of an REO Property on
behalf of the Trust Fund.
"REO Imputed Interest": As to any REO Property, for any calendar month
during which such REO Property was at any time part of the Trust Fund, one
month's interest at the applicable Net Mortgage Rate on the Stated Principal
Balance of such REO Property (or, in the case of the first such calendar month,
of the related Mortgage Loan if appropriate) as of the close of business on the
Distribution Date in such calendar month.
"REO Principal Amortization": With respect to any REO Property, for any
calendar month, the excess, if any, of (a) the aggregate of all amounts received
in respect of such REO Property during such calendar month, whether in the form
of rental income, sale proceeds (including, without limitation, that portion of
the Termination Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 10.01 that is allocable to such REO
Property) or otherwise, net of any portion of such amounts (i) payable pursuant
to Section 3.23(c) in respect of the proper operation, management and
maintenance of such REO Property or (ii) payable or reimbursable to the Master
Servicer pursuant to Section 3.23(d) for unpaid Servicing Fees in respect of the
related Mortgage Loan and unreimbursed Servicing Advances and Monthly Advances
in respect of such REO Property or the related Mortgage Loan, over (b) the REO
Imputed Interest in respect of such REO Property for such calendar month.
"REO Property": A Mortgaged Property acquired by the Master Servicer on
behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as
described in Section 3.23.
"Request for Release": A release signed by a Servicing Officer, in the form
of Exhibit E-1 or Exhibit E-2 attached hereto.
"Required Subordinated Amount": With respect to any Distribution Date, an
amount equal to 3.0% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date, subject to the following: (i) if the Step Up
Trigger has occurred, the Required Subordinated Amount for such Distribution
Date will be an amount equal to the entire aggregate Stated Principal Balance of
the Mortgage Loans as of such Distribution Date, (ii) if the Step Up Trigger has
not occurred but the Step Up Spread Squeeze Trigger has occurred, the Required
Subordinated Amount for such Distribution Date will be an amount equal to the
sum of (A) the Required Subordinated Amount for such Distribution Date
determined as though the Step Up Spread Squeeze Trigger had not occurred plus
(B) the Spread Squeeze Subordination Increase Amount, or (iii) if neither the
Step Up Trigger nor the Step Up Spread Squeeze Trigger has occurred but the Step
Down Trigger has occurred, the Required Subordinated Amount for such
Distribution Date will be an amount equal to the greater of (A) 0.50% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
and (B) the lesser of (x) 3.00%, of the aggregate Stated Principal Balance of
the Mortgage Loans as of the Cut-off Date and (y) the Stepped Down Required
Subordinated Percentage of the aggregate Stated Principal Balance of the
Mortgage Loans in as of such Distribution Date.
"Reserve Interest Rate": With respect to any Interest Determination Date,
the rate per annum that the Trustee determines to be either (i) the arithmetic
mean (rounded upwards if necessary to the nearest whole multiple of 1/16%) of
the one-month U.S. dollar lending rates which New York City banks selected by
the Trustee are quoting on the relevant Interest
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Determination Date to the principal London offices of leading banks in the
London interbank market or (ii) in the event that the Trustee can determine no
such arithmetic mean, the lowest one-month U.S. dollar lending rate which New
York City banks selected by the Trustee are quoting on such Interest
Determination Date to leading European banks.
"Residential Dwelling": Any one of the following: (i) a detached one-family
dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family
dwelling unit in a FNMA eligible condominium project, or (iv) a detached
one-family dwelling in a planned unit development, none of which is a
co-operative, mobile or manufactured home (as defined in 42 United States Code,
Section 5402(6)).
"Residual Certificate": Any one of the Class R Certificates.
"Residual Interest": The sole class of "residual interests" in a REMIC
within the meaning of Section 860G(a)(2) of the Code.
"Responsible Officer": When used with respect to the Trustee, the Chairman
or Vice Chairman of the Board of Directors or Trustees, the Chairman or Vice
Chairman of the Executive or Standing Committee of the Board of Directors or
Trustees, the President, the Chairman of the Committee on Trust Matters, any
vice president, any assistant vice president, the Secretary, any assistant
secretary, the Treasurer, any assistant treasurer, the Cashier, any assistant
cashier, any trust officer or assistant trust officer, the Controller and any
assistant controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and, with respect to a particular matter, to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
"Rolling Delinquency Percentage": For any Distribution Date, the average of
the Delinquency Percentages as of the last day of each of the three (or one or
two, in the case of the first and second Distribution Dates) most recently ended
Collection Periods.
"Rolling Loss Percentage": As of any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount of
Realized Losses incurred during the preceding twelve Collection Periods, and the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans as of the first day of the twelfth preceding Collection Period.
"Servicing Account": The account or accounts created and maintained
pursuant to Section 3.09.
"Servicing Advances": The reasonable "out-of-pocket" costs and expenses
incurred by the Master Servicer in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, in respect of a
particular Mortgage Loan, (iii) the management (including reasonable fees in
connection therewith) and liquidation of any REO Property, and (iv) the
performance of its obligations under Sections 3.01, 3.09, 3.14, 3.16 and 3.23.
The Master Servicer shall not be required to make any Servicing Advance in
respect of a Mortgage Loan or REO Property that, in the good faith business
judgment of the Master Servicer, would not be ultimately recoverable from
related
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Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
as provided herein.
"Servicing Fee": With respect to each Mortgage Loan and for any calendar
month, an amount equal to one month's interest (or in the event of any payment
of interest which accompanies a Principal Prepayment in full made by the
Mortgagor during such calendar month, interest for the number of days covered by
such payment of interest) at the applicable Servicing Fee Rate on the same
principal amount on which interest on such Mortgage Loan accrues for such
calendar month. A portion of such Servicing Fee may be retained by any
SubServicer as its servicing compensation.
"Servicing Fee Rate": .50% per annum.
"Servicing Officer": Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of Mortgage Loans, whose name
and specimen signature appear on a list of servicing officers furnished by the
Master Servicer to the Trustee and the Certificate Insurer and the Depositor on
the Closing Date, as such list may from time to time be amended.
"Single Certificate": With respect to any Class of Certificates (other than
the Residual Certificates), a hypothetical Certificate of such Class evidencing
a Percentage Interest for such Class corresponding to an initial Certificate
Principal Balance of $1,000. With respect to the Residual Certificates, a
hypothetical Certificate of such Class evidencing a 100% Percentage Interest in
such Class.
"Special Hazard Amount": As of any Distribution Date, an amount equal to
$1,644,279 minus the sum of (i) the aggregate amount of Special Hazard Losses on
the Mortgage Loans allocated solely to the Class R Certificates in accordance
with Section 4.04 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greatest of (i) twice
the outstanding principal balance of the Mortgage Loan which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary, (ii) the product of 1.00% multiplied by the outstanding
principal balance of all Mortgage Loans on the Distribution Date immediately
preceding such anniversary and (iii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the Mortgage Loans in any
five-digit California zip code area with the largest amount of Mortgage Loans by
aggregate principal balance as of such anniversary.
"Special Hazard Loss": Any Realized Loss or portion thereof not in excess
of the lesser of the cost of repair or replacement of a Mortgaged Property
suffered by such Mortgaged Property by reason of damage caused by certain
hazards (including earthquakes, mudflows, and, to a limited extent, floods) not
insured against under the hazard insurance policies or fire or flood insurance
policies required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.14, or by reason of the application of any co-insurance
provision, in any event exclusive of any Extraordinary Loss.
"Spread Squeeze Subordination Increase Amount": For any Distribution Date
on which the Step Up Spread Squeeze Trigger has occurred, an amount equal to the
product obtained by multiplying (i) three, (ii) the excess, if any, of (x) 3.00%
over (y) the percentage
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equivalent of a fraction, the numerator of which is the product of (A) the Net
Monthly Excess Cashflow and (B) 12, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans as of such Distribution
Date and (iii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the Cut-off Date. Following the occurrence of a Step Up Spread Squeeze
Trigger, the Spread Squeeze Subordination Increase Amount shall decline by 1/6th
for each of the six Distribution Dates immediately succeeding the most recent
occurrence of the Step Up Spread Squeeze Trigger (unless a Step Up Spread
Squeeze Trigger shall have occurred with respect to such succeeding Distribution
Date, in which case the Spread Squeeze Subordination Increase Amount for such
Distribution Date shall be determined in accordance with the preceding
sentence), such that the Spread Squeeze Subordination Increase Amount for the
sixth Distribution Date following the most recent Distribution Date for which a
Step Up Spread Squeeze Trigger has occurred shall equal zero.
"S&P": Standard & Poor's Ratings Services, a division of McGraw-Hill Inc.,
or its successor in interest.
"Startup Day": The day designated as such pursuant to Section 11.01(b)
hereof.
"Stated Principal Balance": With respect to any Mortgage Loan: (a) as of
any date of determination up to but not including the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the outstanding principal balance of such Mortgage Loan as
of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum of
(i) the principal portion of each Monthly Payment due on a Due Date subsequent
to the Cut-off Date, to the extent received from the Mortgagor and distributed
pursuant to Section 4.01 on or before such date of determination, (ii) all
Principal Prepayments received after the Cut-off Date, to the extent distributed
pursuant to Section 4.01 on or before such date of determination, (iii) all
Liquidation Proceeds and Insurance Proceeds applied by the Master Servicer as
recoveries of principal in accordance with the provisions of Section 3.16, to
the extent distributed pursuant to Section 4.01 on or before such date of
determination, and (iv) any Realized Loss incurred with respect thereto as a
result of a Deficient Valuation made during or prior to the Collection Period
for the most recent Distribution Date coinciding with or preceding such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed, zero.
With respect to any REO Property: (a) as of any date of determination up to but
not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, an
amount (not less than zero) equal to the Stated Principal Balance of the related
Mortgage Loan as of the date on which such REO Property was acquired on behalf
of the Trust Fund, minus the aggregate amount of REO Principal Amortization in
respect of such REO Property for all previously ended calendar months, to the
extent distributed pursuant to Section 4.01 on or before such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, zero.
"Stayed Funds": As defined in Section 7.02(b).
"Step Down Cumulative Loss Test": The Step Down Cumulative Loss Test will
be met with respect to a Distribution Date as follows: (i) for the 37th through
the 47th Distribution Dates, if the Cumulative Loss Percentage for such
Distribution Date is 1.50% or less, (ii) for the 48th through the 59th
Distribution Dates, if the Cumulative Loss Percentage for
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such Distribution Date is 2.00% or less, (iii) for the 60th through the 71st
Distribution Dates, if the Cumulative Loss Percentage for such Distribution Date
is 2.40% or less and (iv) for 72nd Distribution Date and any Distribution Date
thereafter, if the Cumulative Loss Percentage for such Distribution Date is
2.75% or less.
"Step Down Rolling Delinquency Test": The Step Down Rolling Delinquency
Test will be met with respect to a Distribution Date if the Rolling Delinquency
Percentage for such Distribution Date is 8.00% or less.
"Step Down Rolling Loss Test": The Step Down Rolling Loss Test will be met
with respect to a Distribution Date if the Rolling Loss Percentage for such
Distribution Date is less than 1.00%.
"Step Down Trigger": For any Distribution Date after the 36th Distribution
Date, the Step Down Trigger will have occurred if each of the Step Down
Cumulative Loss Test, the Step Down Rolling Delinquency Test and the Step Down
Rolling Loss Test is met. In no event will the Step Down Trigger be deemed to
have occurred for the 36th Distribution Date or any preceding Distribution Date.
"Stepped Down Required Subordinated Percentage": For any Distribution Date
for which the Step Down Trigger has occurred, a percentage equal to (i) the
percentage equivalent of a fraction, the numerator of which is 3.00% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
and the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans as of such Distribution Date, minus (ii) the percentage
equivalent of a fraction, the numerator of which is the product of (A) the
percentage calculated under clause (i) above minus 6.00%, multiplied by (B) the
number of consecutive Distribution Dates through and including the Distribution
Date for which the Stepped Down Required Subordinated Percentage is being
calculated, up to a maximum of twelve, for which the Step Down Trigger has
occurred, and the denominator of which is twelve.
"Step Up Cumulative Loss Test": The Step Up Cumulative Loss Test will be
met with respect to a Distribution Date as follows: (i) for the 1st through the
12th Distribution Dates, if the Cumulative Loss Percentage for such Distribution
Date is more than 0.75%, (ii) for the 13th through the 24th Distribution Dates,
if the Cumulative Loss Percentage for such Distribution Date is more than 1.25%,
(iii) for the 25th through the 36th Distribution Dates, if the Cumulative Loss
Percentage for such Distribution Date is more than 1.90%, (iv) for the 37th
through the 48th Distribution Dates, if the Cumulative Loss Percentage for such
Distribution Date is more than 2.40% and (v) for the 49th Distribution Date and
any Distribution Date thereafter, if the Cumulative Loss Percentage for such
Distribution Date is more than 3.00%.
"Step Up Rolling Delinquency Test": The Step Up Rolling Delinquency Test
will be met with respect to a Distribution Date if the Rolling Delinquency
Percentage for such Distribution Date is more than 10.00%.
"Step Up Rolling Loss Test": The Step Up Rolling Loss Test will be met with
respect to a Distribution Date if the Rolling Loss Percentage for such
Distribution Date 1.40% or more.
"Step Up Spread Squeeze Trigger": The Step Up Spread Squeeze Trigger will
have occurred with respect to a Distribution Date if the percentage equivalent
of a fraction, the numerator of which is the product of (x) 12 and (y) the Net
Monthly Excess Cashflow, and the
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denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans as of such Distribution Date, is less than 3.00%.
"Step Up Trigger": For any Distribution Date, the Step Up Trigger will have
occurred if any one of the Step Up Cumulative Loss Test, the Step Up Rolling
Delinquency Test or the Step Up Rolling Loss Test is met.
"Subordinated Amount": With respect to any Distribution Date, the excess,
if any, of (a) the aggregate Stated Principal Balances of the Mortgage Loans
immediately following such Distribution Date over (b) the aggregate Certificate
Principal Balance of the Class A Certificates as of such Distribution Date
(after taking into account the payment of the amounts described in clauses
(b)(i) through (iv) of the definition of Principal Distribution Amount on such
Distribution Date).
"Subordination Deficiency Amount": With respect to any Distribution Date,
the excess, if any, of (a) the Required Subordinated Amount applicable to such
Distribution Date over (b) the Subordinated Amount applicable to such
Distribution Date prior to taking into account the payment of any Subordination
Increase Amounts on such Distribution Date.
"Subordination Increase Amount": With respect to any Distribution Date, the
lesser of (a) the Subordination Deficiency Amount as of such Distribution Date
(after taking into account the payment of the Principal Distribution Amount, on
such Distribution Date, exclusive of the payment of any Subordination Increase
Amount) and (b) the amount of Net Monthly Excess Cashflow on such Distribution
Date as reduced by any Cumulative Insurance Payments or Realized Losses
allocated thereto with respect to such Distribution Date pursuant to Section
4.04.
"Subordination Reduction Amount": With respect to any Distribution Date, an
amount equal to the lesser of (a) the Excess Subordinated Amount and (b) the sum
of the amounts available for distribution specified in clauses (b)(i) through
(iii) of the definition of Principal Distribution Amount.
"Sub-Servicer": Any Person with which the Master Servicer has entered into
a Sub-Servicing Agreement and which meets the qualifications of a Sub-Servicer
pursuant to Section 3.02.
"Sub-Servicing Account": An account established by a Sub-Servicer which
meets the requirements set forth in Section 3.08 and is otherwise acceptable to
the Master Servicer.
"Sub-Servicing Agreement": The written contract between the Master Servicer
and a Sub-Servicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02.
"Tax Returns": The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of the Trust Fund due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
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"Termination Price": As defined in Section 10.01.
"Terminator": As defined in Section 10.01.
"Transfer": Any direct or indirect transfer, sale, pledge, hypothecation,
or other form of assignment of any Ownership Interest in a Certificate.
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
"Trust Fund": The segregated pool of assets subject hereto, constituting
the primary trust created hereby and to be administered hereunder, with respect
to which a REMIC election is to be made, consisting of: (i) such Mortgage Loans
as from time to time are subject to this Agreement, together with the Mortgage
Files relating thereto, and together with all collections thereon and proceeds
thereof, (ii) any REO Property, together with all collections thereon and
proceeds thereof, (iii) the Trustee's rights with respect to the Mortgage Loans
under all insurance policies required to be maintained pursuant to this
Agreement and any proceeds thereof, (iv) the Depositor's rights under the
Mortgage Loan Purchase Agreement (including any security interest created
thereby) and (v) the Collection Account, the Distribution Account, any REO
Account and the Expense Account and such assets that are deposited therein from
time to time and any investments thereof, together with any and all income,
proceeds and payments with respect thereto. Notwithstanding the foregoing,
however, the Trust Fund specifically excludes the Policy and all payments and
other collections of principal and interest due on the Mortgage Loans on or
before the Cut-off Date.
"Trustee": Bankers Trust Company, a New York banking corporation, or its
successor in interest, or any successor trustee appointed as herein provided.
"Trustee's Fee": The amount payable to the Trustee on each Distribution
Date pursuant to Section 8.05 as compensation for all services rendered by it in
the execution of the trust hereby created and in the exercise and performance of
any of the powers and duties of the Trustee hereunder, which amount shall equal
one twelfth of the product of (i) the Trustee's Fee Rate, multiplied by (ii) the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties
as of the preceding Distribution Date (or, in the case of the initial
Distribution Date, as of the Cut-off Date).
"Trustee's Fee Rate": 0.015% per annum.
"Uninsured Cause": Any cause of damage to a Mortgaged Property such that
the complete restoration of such property is not fully reimbursable by the
hazard insurance policies required to be maintained pursuant to Section 3.14.
"United States Person": 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 whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States. The
term "United States" shall have the meaning set forth in Section 7701 of the
Code.
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"Unpaid Basis Risk Shortfalls": With respect to any Distribution Date, the
aggregate of all Basis Risk Shortfalls for any previous Distribution Dates plus
interest accrued at the related Pass-Through Rate on each such Basis Risk
Shortfall less all payments made in respect of such Basis Risk Shortfalls on or
prior to such Distribution Date pursuant to Section 4.01(a).
"Value": With respect to any Mortgaged Property, the lesser of (i) the
lesser of (a) the value thereof as determined by an appraisal made for the
originator of the Mortgage Loan at the time of origination of the Mortgage Loan
by an appraiser who met the minimum requirements of FNMA and FHLMC, and (b) the
value thereof as determined by a review appraisal conducted by the Mortgage Loan
Seller in the event any such review appraisal determines an appraised value ten
percent or more lower than the value thereof as determined by the appraisal
referred to in clause (i)(a) above and (ii) the purchase price paid for the
related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage
Loan, provided, however, (A) in the case of a Refinanced Mortgage Loan, such
value of the Mortgaged Property is based solely upon the lesser of (1) the value
determined by an appraisal made for the originator of such Refinanced Mortgage
Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser
who met the minimum requirements of FNMA and FHLMC and (2) the value thereof as
determined by a review appraisal conducted by the Mortgage Loan Seller in the
event any such review appraisal determines an appraised value ten percent or
more lower than the value thereof as determined by the appraisal referred to in
clause (ii)(A)(1) above and (B) in the case of a Mortgage Loan originated in
connection with a "lease-option purchase", such value of the Mortgaged Property
is based on the lower of the value determined by an appraisal made for the
originator of such Mortgage Loan at the time of origination or the sale price of
such Mortgaged Property if the "lease option purchase price" was set less than
12 months prior to origination, and is based on the value determined by an
appraisal made for the originator of such Mortgage Loan at the time of
origination if the "lease option purchase price" was set 12 months or more prior
to origination.
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. With respect to any date of
determination, the percentage of all the Voting Rights allocated among Holders
of each Class of Certificates shall be the fraction, expressed as a percentage,
the numerator of which is the aggregate Certificate Principal Balance of all the
Certificates of such Class then outstanding and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans then outstanding. The
Voting Rights allocated to each Class of Certificate shall be allocated among
Holders of each such Class in accordance with their respective Percentage
Interests as of the most recent Distribution Date.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans.
The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey to the Trustee without
recourse for the benefit of the Certificateholders and the Certificate Insurer
all the right, title and interest of the Depositor, including any security
interest therein for the benefit of the Depositor, in and to the Mortgage Loans
identified on the Mortgage Loan Schedule, the rights of the Depositor under the
Mortgage Loan Purchase Agreement, and all other assets included or to be
included in the Trust Fund. Such assignment includes all interest and principal
received by the Depositor or the Master Servicer on or after the Cut-off Date
with respect to the Mortgage Loans.
In connection with such transfer and assignment, the Depositor does hereby
deliver to, and deposit with, the Trustee the following documents or instruments
with respect to each Mortgage Loan (a "Mortgage File") so transferred and
assigned:
(i) the original Mortgage Note, endorsed in the following form: "Pay
to the order of Bankers Trust Company, as Trustee for the registered
holders of Merrill Lynch Mortgage Investors, Inc., Series 1996-1, without
recourse", with all prior and intervening endorsements showing a complete
chain of endorsement from the originator to the Person so endorsing to the
Trustee;
(ii) the original Mortgage with evidence of recording thereon, and the
original recorded power of attorney, if the Mortgage was executed pursuant
to a power of attorney, with evidence of recording thereon;
(iii) an original Assignment of the Mortgage executed in the following
form: "Bankers Trust Company, as Trustee for the registered holders of
Merrill Lynch Mortgage Investors, Inc., Series 1996-1";
(iv) the original recorded Assignment or Assignments of the Mortgage
showing a complete chain of assignment from the originator to the Person
assigning the Mortgage to the Trustee as contemplated by the immediately
preceding clause (iii);
(v) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any; and
(vi) the original lender's title insurance policy, together with all
endorsements or riders that were issued with or subsequent to the issuance
of such policy, insuring the priority of the Mortgage as a first lien on
the Mortgaged Property represented therein as a fee interest vested in the
Mortgagor, or in the event such original title policy is unavailable, a
written commitment or uniform binder or preliminary report of title issued
by the title insurance or escrow company.
The Depositor shall promptly (and in no event later than five Business Days
following the Closing Date) submit or cause to be submitted for recording, at no
expense to the
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Trust Fund, the Trustee or the Certificate Insurer, in the appropriate public
office for real property records, each Assignment referred to in Sections
2.01(iii) and (iv) above. In the event that any such Assignment is lost or
returned unrecorded because of a defect therein, the Depositor shall promptly
prepare or cause to be prepared a substitute Assignment or cure or cause to be
cured such defect, as the case may be, and thereafter cause each such Assignment
to be duly recorded.
If any original Mortgage Note referred to in Section 2.01(i) cannot be
located, the obligations of the Depositor to deliver such documents shall be
deemed to be satisfied upon delivery to the Trustee of a photocopy of the
original of such Mortgage Note, with a Lost Note Affidavit to follow within one
Business Day. If any of the documents referred to in Sections 2.01(ii), (iii) or
(iv) above has as of the Closing Date been submitted for recording but either
(x) has not been returned from the applicable public recording office or (y) has
been lost or such public recording office has retained the original of such
document, the obligations of the Depositor to deliver such documents shall be
deemed to be satisfied upon (1) delivery to the Trustee of a copy of each such
document certified by the Mortgage Loan Seller in the case of (x) above or the
applicable public recording office in the case of (y) above to be a true and
complete copy of the original that was submitted for recording and (2) if such
copy is certified by the Mortgage Loan Seller, delivery to the Trustee promptly
upon receipt thereof of either the original or a copy of such document certified
by the applicable public recording office to be a true and complete copy of the
original. Notice shall be provided to the Trustee, the Certificate Insurer and
the Rating Agencies by the Mortgage Loan Seller if delivery pursuant to clause
(2) above will be made more than 180 days after the Closing Date. If the
original lender's title insurance policy was not delivered pursuant to Section
2.01(vi) above, the Depositor shall deliver or cause to be delivered to the
Trustee, promptly after receipt thereof, the original lender's title insurance
policy. The Depositor shall deliver or cause to be delivered to the Trustee
promptly upon receipt thereof any other original documents constituting a part
of a Mortgage File received with respect to any Mortgage Loan, including, but
not limited to, any original documents evidencing an assumption or modification
of any Mortgage Loan.
All original documents relating to the Mortgage Loans that are not
delivered to the Trustee are and shall be held by or on behalf of the Mortgage
Loan Seller, the Depositor or the Master Servicer, as the case may be, in trust
for the benefit of the Trustee on behalf of the Certificateholders and the
Certificate Insurer. In the event that any such original document is required
pursuant to the terms of this Section to be a part of a Mortgage File, such
document shall be delivered promptly to the Trustee. Any such original document
delivered to or held by the Depositor that is not required pursuant to the terms
of this Section to be a part of a Mortgage File, shall be delivered promptly to
the Master Servicer.
The Depositor herewith delivers to the Trustee an executed copy of the
Mortgage Loan Purchase Agreement.
In addition to the foregoing, the Depositor shall cause the Certificate
Insurer to deliver the Policy to the Trustee for the benefit of the
Certificateholders.
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SECTION 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt of the Policy and, subject to the
provisions of Section 2.01 and subject to the review described below and any
exceptions noted on the exception report described in the next paragraph below,
the documents referred to in Section 2.01 (other than such documents described
in Section 2.01(v)) above and all other assets included in the definition of
"Trust Fund" under clauses (i), (iii), (iv) and (v) (to the extent of amounts
deposited into the Distribution Account) and declares that it holds and will
hold such documents and the other documents delivered to it constituting a
Mortgage File, and that it holds or will hold all such assets and such other
assets included in the definition of "Trust Fund" in trust for the exclusive use
and benefit of all present and future Certificateholders and the Certificate
Insurer.
The Trustee agrees, for the benefit of the Certificateholders, to review
each Mortgage File within 30 days after the Closing Date and to certify in
substantially the form attached hereto as Exhibit C-1 that, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or any Mortgage Loan specifically identified in the exception report
annexed thereto as not being covered by such certification), (i) all documents
constituting part of such Mortgage File (other than such documents described in
Section 2.01(v)) required to be delivered to it pursuant to this Agreement are
in its possession, (ii) such documents have been reviewed by it and appear
regular on their face and relate to such Mortgage Loan, (iii) based on its
examination and only as to the foregoing, the information set forth in the
Mortgage Loan Schedule that corresponds to items (i) through (iii), (vi),
(x)(A), (xi), (xiv), (xvi), (xvii), (xix) through (xxii) and (xxiv) of the
definition of "Mortgage Loan Schedule" accurately reflects information set forth
in the Mortgage File. It is herein acknowledged that, in conducting such review,
the Trustee was under no duty or obligation (i) to inspect, review or examine
any such documents, instruments, certificates or other papers to determine that
they are genuine, enforceable, or appropriate for the represented purpose or
that they have actually been recorded or that they are other than what they
purport to be on their face, or (ii) to determine whether any Mortgage File
should include any of the documents specified in clause (v) of Section 2.01.
Prior to the first anniversary date of this Agreement the Trustee shall
deliver to the Depositor, the Master Servicer and the Certificate Insurer a
final certification in the form annexed hereto as Exhibit C-2 evidencing the
completeness of the Mortgage Files, with any applicable exceptions noted
thereon.
If in the process of reviewing the Mortgage Files and making or preparing,
as the case may be, the certifications referred to above, the Trustee finds any
document or documents constituting a part of a Mortgage File to be missing or
defective in any material respect, at the conclusion of its review the Trustee
shall so notify the Depositor, the Master Servicer and the Certificate Insurer.
In addition, upon the discovery by the Depositor, the Master Servicer or the
Trustee of a breach of any of the representations and warranties made by the
Mortgage Loan Seller in the related Mortgage Loan Purchase Agreement in respect
of any Mortgage Loan which materially adversely affects such Mortgage Loan or
the interests of the related Certificateholders in such Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties
and the Certificate Insurer.
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The Trustee shall, at the written request and expense of any
Certificateholder, provide a written report to such Certificateholder of all
Mortgage Files released to the Master Servicer for servicing purposes.
SECTION 2.03. Repurchase or Substitution of Mortgage Loans by the Mortgage
Loan Seller or the Depositor.
(a) Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File or of the
breach by the Mortgage Loan Seller of any representation, warranty or covenant
under the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which
materially adversely affects the value of such Mortgage Loan or the interest
therein of the Certificateholders, the Trustee shall promptly notify the
Mortgage Loan Seller, the Master Servicer and the Certificate Insurer of such
defect, missing document or breach and request that the Mortgage Loan Seller
deliver such missing document or cure such defect or breach within 60 days from
the date the Mortgage Loan Seller was notified of such missing document, defect
or breach, and if the Mortgage Loan Seller does not deliver such missing
document or cure such defect or breach in all material respects during such
period, the Master Servicer (or, pursuant to Section 3.03(b) of the Mortgage
Loan Purchase Agreement if the Mortgage Loan Seller is the Master Servicer, the
Trustee) shall enforce the Mortgage Loan Seller's obligation under the Mortgage
Loan Purchase Agreement (i) in connection with any such breach that could not
reasonably have been cured within such 60 day period, if the Mortgage Loan
Seller shall have commenced to cure such breach within such 60 day period, to
proceed thereafter diligently and expeditiously to cure the same within the
additional period provided under the Mortgage Loan Purchase Agreement and (ii)
in connection with any such breach (subject to clause (i) above) or in
connection with any missing document or defect, to repurchase such Mortgage Loan
from the Trust Fund at the Purchase Price within 120 days after the date on
which the Mortgage Loan Seller was notified (subject to Section 2.03(e)) of such
missing document, defect or breach, if and to the extent that the Mortgage Loan
Seller is obligated to do so under the Mortgage Loan Purchase Agreement. The
Purchase Price for the repurchased Mortgage Loan shall be deposited in the
Collection Account and the Trustee, upon receipt of written certification from
the Master Servicer of such deposit, shall release to the Mortgage Loan Seller
the related Mortgage File and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as the Mortgage Loan
Seller shall furnish to it and as shall be necessary to vest in the Mortgage
Loan Seller any Mortgage Loan released pursuant hereto and the Trustee shall
have no further responsibility with regard to such Mortgage File. In lieu of
repurchasing any such Mortgage Loan as provided above, if so provided in the
Mortgage Loan Purchase Agreement, the Mortgage Loan Seller may cause such
Mortgage Loan to be removed from the Trust Fund (in which case it shall become a
Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage
Loans in the manner and subject to the limitations set forth in Section 2.03(d).
It is understood and agreed that the obligation of the Mortgage Loan Seller to
cure or to repurchase (or to substitute for) any Mortgage Loan as to which a
document is missing, a material defect in a constituent document exists or as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such omission, defect or breach available to the Trustee on
behalf of the Certificateholders and the Certificate Insurer.
(b) Subject to Section 2.03(e), within 90 days of the earlier of discovery
by the Depositor or receipt of notice by the Depositor of the breach of any
representation or warranty of the Depositor set forth in Section 2.04 with
respect to any Mortgage Loan, which
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materially adversely affects the value of such Mortgage Loan or the interest
therein of the Certificateholders, the Depositor shall (i) cure such breach in
all material respects, (ii) repurchase the Mortgage Loan from the Trust Fund at
the Purchase Price or (iii) remove such Mortgage Loan from the Trust Fund (in
which case it shall become a Deleted Mortgage Loan) and substitute one or more
Qualified Substitute Mortgage Loans in the manner and subject to the limitations
set forth in Section 2.03(d). If any such breach is a breach of any of the
representations and warranties included in Section 2.04(a)(iv), and the
Depositor is unable to cure such breach, the Depositor shall repurchase or
substitute the smallest number of Mortgage Loans as shall be required to make
such representation or warranty true and correct. The Purchase Price for any
repurchased Mortgage Loan shall be delivered to the Master Servicer for deposit
in the Collection Account, and the Trustee, upon receipt of written
certification from the Master Servicer of such deposit, shall at the Depositor's
direction release to the Depositor the related Mortgage File and shall execute
and deliver such instruments of transfer or assignment furnished by the
Depositor, in each case without recourse, as the Depositor shall furnish to it
and as shall be necessary to vest in the Depositor any Mortgage Loan released
pursuant hereto.
(c) Within 90 days of the earlier of discovery by the Master Servicer or
receipt of notice by the Master Servicer of the breach of any representation,
warranty or covenant of the Master Servicer set forth in Section 2.05 which
materially and adversely affects the interests of the Certificateholders in any
Mortgage Loan, the Master Servicer shall cure such breach in all material
respects.
(d) Any substitution of Qualified Substitute Mortgage Loans for Deleted
Mortgage Loans made pursuant to Section 2.03(a), in the case of the Mortgage
Loan Seller, or Section 2.03(b), in the case of the Depositor, must be effected
prior to the date which is two years after the Startup Day for the Trust Fund.
As to any Deleted Mortgage Loan for which the Mortgage Loan Seller or the
Depositor substitutes a Qualified Substitute Mortgage Loan or Loans, such
substitution shall be effected by the Mortgage Loan Seller or the Depositor, as
the case may be, delivering to the Trustee, for such Qualified Substitute
Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the
Trustee, and such other documents and agreements, with all necessary
endorsements thereon, as are required by Section 2.01, together with an
Officers' Certificate providing that each such Qualified Substitute Mortgage
Loan satisfies the definition thereof and specifying the Substitution Shortfall
Amount (as described below), if any, in connection with such substitution. The
Trustee shall acknowledge receipt for such Qualified Substitute Mortgage Loan or
Loans and, within ten Business Days thereafter, review such documents as
specified in Section 2.02 and deliver to the Depositor, the Master Servicer and
the Certificate Insurer, with respect to such Qualified Substitute Mortgage Loan
or Loans, a certification substantially in the form attached hereto as Exhibit
C-1, with any applicable exceptions noted thereon. Within one year of the date
of substitution, the Trustee shall deliver to the Depositor, the Master Servicer
and the Certificate Insurer a certification substantially in the form of Exhibit
C-2 hereto with respect to such Qualified Substitute Mortgage Loan or Loans,
with any applicable exceptions noted thereon. Monthly Payments due with respect
to Qualified Substitute Mortgage Loans in the month of substitution are not part
of the Trust Fund and will be retained by the Depositor or the Mortgage Loan
Seller, as the case may be. For the month of substitution, distributions to
Certificateholders will reflect the collections and recoveries in respect of
such Deleted Mortgage Loan in the Collection Period preceding the month of
substitution and the Depositor or the Mortgage Loan Seller, as the case may be,
shall
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thereafter be entitled to retain all amounts subsequently received in respect of
such Deleted Mortgage Loan. The Depositor shall give or cause to be given
written notice to the Certificateholders that such substitution has taken place,
shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted
Mortgage Loan from the terms of this Agreement and the substitution of the
Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such
amended Mortgage Loan Schedule to the Trustee. Upon such substitution, such
Qualified Substitute Mortgage Loan or Loans shall constitute part of the
Mortgage Pool and shall be subject in all respects to the terms of this
Agreement and, in the case of a substitution effected by the Mortgage Loan
Seller, the Mortgage Loan Purchase Agreement, including, in the case of a
substitution effected by the Mortgage Loan Seller all applicable representations
and warranties thereof included in the Mortgage Loan Purchase Agreement, and in
the case of a substitution effected by the Depositor, all applicable
representations and warranties thereof set forth in Section 2.04, in each case
as of the date of substitution.
For any month in which the Depositor or the Mortgage Loan Seller
substitutes one or more Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Master Servicer will determine the amount (the
"Substitution Shortfall Amount"), if any, by which the aggregate Purchase Price
of all such Deleted Mortgage Loans exceeds the aggregate, as to each such
Qualified Substitute Mortgage Loan, of the principal balance thereof as of the
date of substitution, together with one month's interest on such principal
balance at the applicable Net Mortgage Rate. On the date of such substitution,
the Depositor or the Mortgage Loan Seller, as the case may be, will deliver or
cause to be delivered to the Master Servicer for deposit in the Collection
Account an amount equal to the Substitution Shortfall Amount, if any, and the
Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or Loans
and certification by the Master Servicer of such deposit, shall release to the
Depositor or the Mortgage Loan Seller, as the case may be, the related Mortgage
File or Files and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Depositor or the Mortgage Loan
Seller, as the case may be, shall deliver to it and as shall be necessary to
vest therein any Deleted Mortgage Loan released pursuant hereto.
In addition, the Depositor or the Mortgage Loan Seller, as the case may be,
shall obtain at its own expense and deliver to the Trustee and the Certificate
Insurer an Opinion of Counsel to the effect that such substitution will not
cause (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code, or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding.
(e) Upon discovery by the Depositor, the Mortgage Loan Seller, the Master
Servicer, the Trustee or the Certificate Insurer that any Mortgage Loan does not
constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, the party discovering such fact shall within two Business Days give
written notice thereof to the other parties and the Certificate Insurer. In
connection therewith, the Mortgage Loan Seller or the Depositor shall repurchase
or, subject to the limitations set forth in Section 2.03(d), substitute one or
more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within
90 days of the earlier of discovery or receipt of such notice with respect to
such affected Mortgage Loan. Such repurchase or substitution shall be made by
(i) the Mortgage Loan Seller, if the affected Mortgage Loan's status as a
non-qualified mortgage is or results from a breach of any
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representation, warranty or covenant made by the Mortgage Loan Seller under the
Mortgage Loan Purchase Agreement, or (ii) the Depositor, if the affected
Mortgage Loan's status as a non-qualified mortgage is a breach of any
representation or warranty of the Depositor set forth in Section 2.04. Any such
repurchase or substitution shall be made in the same manner as set forth in
Sections 2.03(a), if made by the Mortgage Loan Seller, or 2.03(b), if made by
the Depositor. The Trustee shall reconvey to the Depositor or the Mortgage Loan
Seller, as the case may be, the Mortgage Loan to be released pursuant hereto in
the same manner, and on the same terms and conditions, as it would a Mortgage
Loan repurchased for breach of a representation or warranty.
SECTION 2.04. Representations and Warranties of the Depositor.
(a) The Depositor hereby represents and warrants to the Trustee for the
benefit of the Certificateholders and the Certificate Insurer that as of the
Closing Date or as of such other date specifically provided herein:
(i) The information set forth in the Mortgage Loan Schedule for the
Original Mortgage Loans is complete, true and correct in all material
respects at the date or dates respecting which such information is
furnished;
(ii) As of the Cut-off Date, the Monthly Payment due under each
Original Mortgage Loan is not 30 or more days delinquent in payment and has
not been 30 or more days delinquent in payment more than once in the twelve
month period prior to the Cut-off Date (assuming that a "rolling" 30 day
delinquency is considered to be one time delinquent);
(iii) Each Original Mortgage Loan had an original term to maturity of
between 15 and 30 years; each Original Fixed Rate Mortgage Loan is a
fixed-rate mortgage loan with level payments due on the first day of each
month, and each such Mortgage Loan is fully amortizing or is a Balloon
Mortgage Loan; each Original Adjustable Rate Mortgage Loan is an
adjustable-rate mortgage loan with payments due on the first day of each
month and each such Mortgage Loan is fully amortizing or is a Balloon
Mortgage Loan; effective with the first payment due after each Adjustment
Date, the monthly payment amount for each Original Adjustable Rate Mortgage
Loan will be adjusted to an amount which would amortize fully the
outstanding principal balance of such Mortgage Loan over its remaining term
(or, in the case of a Balloon Mortgage Loan, over its remaining
hypothetical amortizing term) and pay interest at the Mortgage Rate so
adjusted; on the first Adjustment Date and on each Adjustment Date
thereafter the Mortgage Rate on each Original Adjustable Rate Mortgage Loan
will be adjusted to equal the sum of the Index and the related Gross
Margin, rounded to the nearest multiple of 0.125%, subject to the Periodic
Rate Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate
applicable to such Mortgage Loan;
(iv) (A) no more than approximately 45.33%, approximately 10.46%,
approximately 10.07%, and approximately 9.09%, respectively, of the
Original Fixed Rate Mortgage Loans, by outstanding principal balance of the
Original Fixed Rate Mortgage Loans as of the Cut-off Date, will be secured
by Mortgaged Properties located in California, Utah, Florida and
Washington, respectively, and
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no more than approximately 3.97% of the Original Fixed Rate Mortgage Loans,
by outstanding principal balance of the Original Fixed Rate Mortgage Loans
as of the Cut-off Date, will be secured by Mortgaged Properties located in
any other state; no more than approximately 33.58%, approximately 8.28%,
approximately 8.02% and approximately 6.08%, respectively, of the Original
Adjustable Rate Mortgage Loans, by outstanding principal balance of the
Original Adjustable Rate Mortgage Loans as of the Cut-off Date, will be
secured by Mortgaged Properties located in California, Illinois, Oregon and
Florida, respectively, and no more than approximately 5.22% of the Original
Adjustable Rate Mortgage Loans, by outstanding principal balance of the
Original Adjustable Rate Mortgage Loans as of the Cut-off Date, will be
secured by Mortgaged Properties located in any other state; (B) as of the
Cut-off Date, no more than approximately 2.24% of the Original Fixed Rate
Mortgage Loans and no more than approximately 0.84% of the Original
Adjustable Rate Mortgage Loans, in each case by outstanding principal
balance of the related Original Mortgage Loans as of the Cut-off Date, are
secured by Mortgaged Properties located in any one California zip code
area, and no more than approximately 5.89% of the Original Fixed Rate
Mortgage Loans and no more than approximately 9.95% of the Original
Adjustable Rate Mortgage Loans, in each case by outstanding principal
balance of the related Original Mortgage Loans as of the Cut-off Date, are
secured by units in two- to four-family dwellings, condominiums, planned
unit developments or manufactured housing and (C) at least approximately
94.10% of the Original Fixed Rate Mortgage Loans and at least approximately
90.05% of the Original Adjustable Rate Mortgage Loans, in each case by
outstanding principal balance of the related Original Mortgage Loans as of
the Cut-off Date, are secured by real property with a single family
residence erected thereon;
(v) If the Mortgaged Property securing an Original Mortgage Loan is
identified in the Federal Register by the Federal Emergency Management
Agency ("FEMA") as having special flood hazards, a flood insurance policy
is in effect at the Closing Date which met the requirements of FEMA at the
time such policy was issued;
(vi) With respect to each Original Mortgage Loan, the Loan-to-Value
Ratio was less than or equal to 90% at the origination of such Original
Mortgage Loan;
(vii) With respect to at least approximately 91.79% of the Original
Fixed Rate Mortgage Loans and at least approximately 88.50% of the Original
Adjustable Rate Mortgage Loans, in each case by outstanding principal
balance as of the Cut-off Date, at the time that the Mortgage Loan was
made, the Mortgagor represented that the Mortgagor would occupy the
Mortgaged Property as the Mortgagor's primary residence. With respect to
approximately 8.21% of the Original Fixed Rate Mortgage Loans and
approximately 11.50% of the Original Adjustable Rate Mortgage Loans, in
each case by outstanding principal balance as of the Cut-off Date, at the
time that the Mortgage Loan was made, the Mortgagor represented that the
Mortgagor would occupy the Mortgaged Property as the Mortgagor's secondary
residence or that the Mortgaged Property would be an investor property.
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(b) It is understood and agreed that the representations and warranties set
forth in this Section 2.04 shall survive delivery of the Mortgage Files to the
Trustee and shall inure to the benefit of the Certificateholders and the
Certificate Insurer notwithstanding any restrictive or qualified endorsement or
assignment. Upon discovery by any of the Depositor, the Master Servicer or the
Trustee of a breach of any of the foregoing representations and warranties which
materially and adversely affects the value of any Mortgage Loan or the interests
therein of the Certificateholders and the Certificate Insurer, the party
discovering such breach shall give prompt written notice to the other parties,
and in no event later than two Business Days from the date of such discovery. It
is understood and agreed that the obligations of the Depositor set forth in
Section 2.03(b) to cure, substitute for or repurchase a Mortgage Loan constitute
the sole remedies available to the Certificateholders or to the Trustee on their
behalf respecting a breach of the representations and warranties contained in
this Section 2.04.
SECTION 2.05. Representations, Warranties and Covenants of the Master
Servicer.
The Master Servicer hereby represents, warrants and covenants to the
Trustee, for the benefit of each of the Trustee, the Certificateholders, the
Certificate Insurer and to the Depositor that as of the Closing Date or as of
such date specifically provided herein:
(i) The Master Servicer is duly organized, validly existing and in
good standing as a federal savings bank under the laws of the United States
and is and will remain in compliance with the laws of each state in which
any Mortgaged Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan and the servicing of the Mortgage Loan
in accordance with the terms of this Agreement;
(ii) The Master Servicer has the full power and authority to conduct
its business as presently conducted by it and to execute, deliver and
perform, and to enter into and consummate, all transactions contemplated by
this Agreement. The Master Servicer has duly authorized the execution,
delivery and performance of this Agreement, has duly executed and delivered
this Agreement, and this Agreement, assuming due authorization, execution
and delivery by the Depositor and the Trustee, constitutes a legal, valid
and binding obligation of the Master Servicer, enforceable against it in
accordance with its terms except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization or similar laws affecting
the enforcement of creditors' rights generally and by general principles of
equity;
(iii) The execution and delivery of this Agreement by the Master
Servicer and the performance of and compliance with the terms of this
Agreement will not (a) violate the Master Servicer's charter or by-laws or
any law, rule, regulation, order, judgment, award, administrative
interpretation, injunction, writ, decree or the like affecting the Master
Servicer or by which the Master Servicer is bound or (b) result in a breach
of or constitute a default under any indenture or other material agreement
to which the Master Servicer is a party or by which the Master Servicer is
bound, which in the case of either clause (a) or (b) will have a material
adverse effect on the Master Servicer's ability to perform its obligations
under this Agreement;
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(iv) The Master Servicer is an approved servicer for FHLMC in good
standing and is a HUD approved mortgagee pursuant to Section 203 of the
National Housing Act; no event has occurred, including but not limited to a
change in insurance coverage, which would make the Master Servicer unable
to comply with FHLMC or HUD eligibility requirements or which would require
notification to FHLMC or HUD;
(v) The Master Servicer 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;
(vi) With respect to each Mortgage Loan, the Master Servicer is in
possession of a complete mortgage file, except for such documents as have
been delivered to the Trustee;
(vii) There are no actions or proceedings against, investigations
known to it of, the Master Servicer before any court, administrative or
other tribunal (A) that might prohibit its entering into this Agreement,
(B) seeking to prevent the consummation of the transactions contemplated by
this Agreement or (C) that might prohibit or materially and adversely
affect the performance by the Master Servicer of its obligations under, or
validity or enforceability of, this Agreement; and
(viii) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Master Servicer of, or compliance by the Master Servicer
with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for such consents, approvals, authorizations or
orders, if any, that have been obtained prior to the Closing Date.
It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.05 shall survive delivery of the Mortgage
Files to the Trustee and shall inure to the benefit of the Trustee, the
Depositor, the Certificateholders and the Certificate Insurer. Upon discovery by
any of the Depositor, the Master Servicer or the Trustee of a breach of any of
the foregoing representations, warranties and covenants which materially and
adversely affects the value of any Mortgage Loan or the interests therein of the
Certificateholders and the Certificate Insurer, the party discovering such
breach shall give prompt written notice (but in no event later than two Business
Days following such discovery) to the Trustee and the Certificate Insurer.
SECTION 2.06. Issuance of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery to it of the Mortgage Files, subject to the provisions of Sections 2.01
and 2.02, together with the assignment to it of all other assets included in the
Trust Fund, receipt of which is hereby acknowledged. Concurrently with such
assignment and delivery and in exchange therefor, the Trustee, pursuant to the
written request of the Depositor executed by an officer of the Depositor, has
executed, authenticated and delivered to or upon the order of the Depositor, the
Certificates in authorized denominations. The interests evidenced by the
Certificates, constitute the entire beneficial ownership interest in the Trust
Fund.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST FUND
SECTION 3.01. Master Servicer to Act as Master Servicer.
The Master Servicer shall service and administer the Mortgage Loans on
behalf of the Trustee and in the best interests of and for the benefit of the
Certificateholders and the Certificate Insurer (as determined by the Master
Servicer in its reasonable judgment) in accordance with the terms of this
Agreement and the respective Mortgage Loans and, to the extent consistent with
such terms, in the same manner in which it services and administers similar
mortgage loans for its own portfolio, giving due consideration to customary and
usual standards of practice of prudent mortgage lenders and loan servicers
administering similar mortgage loans but without regard to:
(i) any relationship that the Master Servicer, any Sub-Servicer or any
Affiliate of the Master Servicer or any Sub-Servicer may have with the
related Mortgagor;
(ii) the ownership of any Certificate by the Master Servicer or any
Affiliate of the Master Servicer;
(iii) the Master Servicer's obligation to make Monthly Advances or
Servicing Advances; or
(iv) the Master Servicer's or any Sub-Servicer's right to receive
compensation for its services hereunder or with respect to any particular
transaction.
To the extent consistent with the foregoing, the Master Servicer shall also seek
to maximize the timely and complete recovery of principal and interest on the
Mortgage Notes. Subject only to the above-described servicing standards and the
terms of this Agreement and of the respective Mortgage Loans, the Master
Servicer shall have full power and authority, acting alone or through
Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all
things in connection with such servicing and administration which it may deem
necessary or desirable. Without limiting the generality of the foregoing, the
Master Servicer in its own name or in the name of a Sub-Servicer is hereby
authorized and empowered by the Trustee when the Master Servicer believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, and upon notice to the
Trustee, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, and all other comparable instruments, with respect
to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and Certificateholders. The Master Servicer
shall service and administer the Mortgage Loans in accordance with applicable
state and federal law and shall provide to the Mortgagors any reports required
to be provided to them thereby. The Master Servicer shall also comply in the
performance of this Agreement with all reasonable rules and requirements of each
insurer under any standard hazard insurance policy. Subject to Section 3.17, the
Trustee shall execute, at the written request of the Master Servicer, and
furnish to the Master Servicer and any Sub-Servicer any special or limited
powers of attorney and other documents necessary or
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appropriate to enable the Master Servicer or any Sub-Servicer to carry out their
servicing and administrative duties hereunder and the Trustee shall not be
liable for the actions of the Master Servicer or any Sub-Servicers under such
powers of attorney.
In accordance with the standards of the preceding paragraph, the Master
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the timely payment of taxes and assessments on the
Mortgaged Properties, which advances shall be reimbursable in the first instance
from related collections from the Mortgagors pursuant to Section 3.09, and
further as provided in Section 3.11. Any cost incurred by the Master Servicer or
by Sub-Servicers in effecting the timely payment of taxes and assessments on a
Mortgaged Property shall not, for the purpose of calculating distributions to
Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.
Notwithstanding anything in this Agreement to the contrary, the Master
Servicer may not make any future advances with respect to a Mortgage Loan and
the Master Servicer shall not (unless the Mortgagor is in default with respect
to the Mortgage Loan or such default is, in the judgment of the Master Servicer,
reasonably foreseeable) permit any modification with respect to any Mortgage
Loan that would change the Mortgage Rate, reduce or increase the principal
balance (except for reductions resulting from actual payments of principal) or
change the final maturity date on such Mortgage Loan or any modification, waiver
or amendment of any term of any Mortgage Loan that would both (A) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
(B) cause the Trust Fund to fail to qualify as a REMIC under the Code or the
imposition of any tax on "prohibited transactions" or "contributions after the
startup date" under the REMIC Provisions.
The Master Servicer may delegate its responsibilities under this Agreement;
provided, however, that no such delegation shall release the Master Servicer
from the responsibilities or liabilities arising under this Agreement.
SECTION 3.02. Sub-Servicing Agreements Between Master Servicer and
Sub-Servicers.
(a) The Master Servicer may enter into Sub-Servicing Agreements (provided
that the Master Servicer shall have obtained the consent of the Certificate
Insurer and provided such agreements would not result in a withdrawal or a
downgrading by any Rating Agency of the rating or any shadow rating on any Class
of Certificates) with Sub-Servicers, for the servicing and administration of the
Mortgage Loans.
Each Sub-Servicer shall be (i) authorized to transact business in the state
or states where the related Mortgaged Properties it is to service are situated,
if and to the extent required by applicable law to enable the Sub-Servicer to
perform its obligations hereunder and under the Sub-Servicing Agreement, (ii) an
institution approved as a mortgage loan originator by the Federal Housing
Administration or an institution the deposit accounts in which are insured by
the FDIC and (iii) a FHLMC or FNMA approved mortgage servicer. Each
Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming
to the provisions set forth in Section 3.08 and provide for servicing of the
Mortgage Loans consistent with the terms of this Agreement. The Master Servicer
will examine each Sub-Servicing Agreement and will be familiar with the terms
thereof. The terms of any Sub-Servicing Agreement will not be
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inconsistent with any of the provisions of this Agreement. The Master Servicer
and the SubServicers may enter into and make amendments to the Sub-Servicing
Agreements or enter into different forms of Sub-Servicing Agreements; provided,
however, that any such amendments or different forms shall be consistent with
and not violate the provisions of this Agreement, and that no such amendment or
different form shall be made or entered into which could be reasonably expected
to be materially adverse to the interests of the Certificateholders, without the
consent of the Certificate Insurer and the Holders of Certificates entitled to
at least 66% of the Voting Rights. Any variation without the consent of the
Certificate Insurer and the Holders of Certificates entitled to at least 66% of
the Voting Rights from the provisions set forth in Section 3.08 relating to
insurance or priority requirements of Sub-Servicing Accounts, or credits and
charges to the Sub-Servicing Accounts or the timing and amount of remittances by
the SubServicers to the Master Servicer, are conclusively deemed to be
inconsistent with this Agreement and therefore prohibited. The Master Servicer
shall deliver to the Trustee and the Certificate Insurer copies of all
Sub-Servicing Agreements, and any amendments or modifications thereof, promptly
upon the Master Servicer's execution and delivery of such instruments.
(b) As part of its servicing activities hereunder, the Master Servicer, for
the benefit of the Trustee, the Certificateholders and the Certificate Insurer,
shall enforce the obligations of each Sub-Servicer under the related
Sub-Servicing Agreement and of the Mortgage Loan Seller under the Mortgage Loan
Purchase Agreement, including, without limitation, any obligation to make
advances in respect of delinquent payments as required by a Sub-Servicing
Agreement, or to purchase a Mortgage Loan on account of missing or defective
documentation or on account of a breach of a representation, warranty or
covenant, as described in Section 2.03(a). Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements, and the pursuit of other appropriate remedies, shall be in such form
and carried out to such an extent and at such time as the Master Servicer, in
its good faith business judgment, would require were it the owner of the related
Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at
its own expense, and shall be reimbursed therefor only (i) from a general
recovery resulting from such enforcement, to the extent, if any, that such
recovery exceeds all amounts due in respect of the related Mortgage Loans, or
(ii) from a specific recovery of costs, expenses or attorneys' fees against the
party against whom such enforcement is directed. Enforcement of the Mortgage
Loan Purchase Agreement against the Mortgage Loan Seller shall be effected by
the Master Servicer to the extent it is not the Mortgage Loan Seller, otherwise
by the Trustee, in accordance with the foregoing provisions of this paragraph.
SECTION 3.03. Successor Sub-Servicers.
The Master Servicer shall be entitled to terminate any Sub-Servicing
Agreement and the rights and obligations of any Sub-Servicer pursuant to any
Sub-Servicing Agreement in accordance with the terms and conditions of such
Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all
servicing obligations of such Sub-Servicer shall be assumed simultaneously by
the Master Servicer without any act or deed on the part of such Sub-Servicer or
the Master Servicer, and the Master Servicer either shall service directly the
related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a
successor Sub-Servicer which qualifies under Section 3.02.
Any Sub-Servicing Agreement shall include the provision that such agreement
may be immediately terminated by the Trustee without fee, in accordance with the
terms of this
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Agreement, in the event that the Master Servicer shall, for any reason, no
longer be the Master Servicer (including termination due to a Master Servicer
Event of Default).
SECTION 3.04. Liability of the Master Servicer.
Notwithstanding any Sub-Servicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer and
a SubServicer or reference to actions taken through a Sub-Servicer or otherwise,
the Master Servicer shall remain obligated and primarily liable to the Trustee,
the Certificateholders and the Certificate Insurer for the servicing and
administering of the Mortgage Loans in accordance with the provisions of Section
3.01 without diminution of such obligation or liability by virtue of such
Sub-Servicing Agreements or arrangements or by virtue of indemnification from
the SubServicer and to the same extent and under the same terms and conditions
as if the Master Servicer alone were servicing and administering the Mortgage
Loans. The Master Servicer shall be entitled to enter into any agreement with a
Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
SECTION 3.05. No Contractual Relationship Between Sub-Servicers and Trustee
or Certificateholders.
Any Sub-Servicing Agreement that may be entered into and any transactions
or services relating to the Mortgage Loans involving a Sub-Servicer in its
capacity as such shall be deemed to be between the Sub-Servicer and the Master
Servicer alone, and the Trustee and Certificateholders or the Certificate
Insurer shall not be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to the Sub-Servicer except as
set forth in Section 3.06. The Master Servicer shall be solely liable for all
fees owed by it to any Sub-Servicer, irrespective of whether the Master
Servicer's compensation pursuant to this Agreement is sufficient to pay such
fees.
SECTION 3.06. Assumption or Termination of Sub-Servicing Agreements by
Trustee.
In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of the occurrence of a Master Servicer
Event of Default), the Trustee or its designee shall thereupon assume all of the
rights and obligations of the Master Servicer under each Sub-Servicing Agreement
that the Master Servicer may have entered into, unless the Trustee elects to
terminate any Sub-Servicing Agreement in accordance with its terms as provided
in Section 3.03. Upon such assumption, the Trustee, its designee or the
successor servicer for the Trustee appointed pursuant to Section 7.02 shall be
deemed, subject to Section 3.03, to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to each
Sub-Servicing Agreement to the same extent as if each SubServicing Agreement had
been assigned to the assuming party, except that the Master Servicer shall not
thereby be relieved of any liability or obligations under any Sub-Servicing
Agreement.
The Master Servicer at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to each
Sub-Servicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by or on behalf of it, and otherwise
use its best efforts to effect the orderly and efficient transfer of the
Sub-Servicing Agreements to the assuming party.
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SECTION 3.07. Collection of Certain Mortgage Loan Payments.
The Master Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans, and shall, to
the extent such procedures shall be consistent with this Agreement, follow such
collection procedures as it would follow with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Consistent with
the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or, if applicable, penalty interest, (ii) extend the due dates
for the Monthly Payments due on a Mortgage Note for a period of not greater than
90 days or (iii) if the Master Servicer provides prior written notice to the
Certificate Insurer to which the Certificate Insurer does not object within two
Business Days, extend the due dates for Monthly Payments due on a Mortgage Loan
for a period of not greater than 180 days; provided that any extension pursuant
to clause (ii) or clause (iii) above shall not affect the amortization schedule
of any Mortgage Loan for purposes of any computation hereunder.
SECTION 3.08. Sub-Servicing Accounts.
In those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant
to a Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
maintain one or more accounts (collectively, the "Sub-Servicing Account"). The
Sub-Servicing Account shall be an Eligible Account and shall comply with all
requirements of this Agreement relating to the Collection Account. The
Sub-Servicer will be required to deposit into the Sub-Servicing Account no later
than the first Business Day after receipt all proceeds of Mortgage Loans
received by the Sub-Servicer, less its servicing compensation to the extent
permitted by the SubServicing Agreement and to remit such proceeds to the Master
Servicer for deposit in the Collection Account not later than the first Business
Day thereafter. For purposes of this Agreement, the Master Servicer shall be
deemed to have received payments on the Mortgage Loans when the Sub-Servicer
receives such payments.
SECTION 3.09. Collection of Taxes, Assessments and Similar Items; Servicing
Accounts.
The Master Servicer shall, establish and maintain one or more accounts (the
"Servicing Accounts"), into which all collections from the Mortgagors (or
related advances from Sub-Servicers) for the payment of taxes, assessments,
hazard insurance premiums, and comparable items for the account of the
Mortgagors ("Escrow Payments") shall be deposited and retained. Servicing
Accounts shall be Eligible Accounts. The Master Servicer shall deposit in the
Servicing Accounts on a daily basis, and retain therein, all Escrow Payments
collected on account of the Mortgage Loans, for the purpose of effecting the
timely payment of any such items as required under the terms of this Agreement.
Withdrawals of amounts from a Servicing Account may be made only to (i) effect
timely payment of taxes, assessments, hazard insurance premiums, and comparable
items; (ii) reimburse the Master Servicer (or a Sub-Servicer to the extent
provided in the related Sub-Servicing Agreement) out of related collections for
any advances made pursuant to Section 3.01 (with respect to taxes and
assessments) and Section 3.14 (with respect to hazard insurance); (iii) refund
to Mortgagors any sums as may be determined to be overages; (iv) pay interest,
if required and as described below, to Mortgagors on balances in the Servicing
Account; or (v) clear and terminate the Servicing Account at the termination of
the Master Servicer's obligations and responsibilities in respect of the
Mortgage Loans under this Agreement in accordance with Article X. As part of its
servicing duties, the Master Servicer or Sub-Servicers shall pay to the
Mortgagors interest on funds in Servicing Accounts, to the
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extent required by law and, to the extent that interest earned on funds in the
Servicing Accounts is insufficient, to pay such interest from its or their own
funds, without any reimbursement therefor.
SECTION 3.10. Collection Account and Distribution Account.
(a) On behalf of the Trust Fund, the Master Servicer shall establish and
maintain one or more accounts (such account or accounts, the "Collection
Account"), held in trust for the benefit of the Trustee, the Certificateholders
and the Certificate Insurer. On behalf of the Trust Fund, the Master Servicer
shall deposit or cause to be deposited in the Collection Account on a daily
basis, as and when received or as otherwise required hereunder, the following
payments and collections received or made by it on or subsequent to the Cut-off
Date:
(i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest (net of the related Servicing
Fee) on each Mortgage Loan;
(iii) all Insurance Proceeds and Liquidation Proceeds (other than
proceeds collected in respect of any particular REO Property and amounts
paid by the Master Servicer in connection with a purchase of Mortgage Loans
and REO Properties pursuant to Section 10.01);
(iv) any amounts required to be deposited pursuant to Section 3.12 in
connection with any losses realized on Permitted Investments with respect
to funds held in the Collection Account; and
(v) any amounts required to be deposited by the Master Servicer
pursuant to the second paragraph of Section 3.14(a) in respect of any
blanket policy deductibles.
For purposes of the immediately preceding sentence, the Cut-off Date with
respect to any Qualified Substitute Mortgage Loan shall be deemed to be the date
of substitution.
The foregoing requirements for deposit in the Collection Accounts shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of prepayment or late payment charges
or assumption fees need not be deposited by the Master Servicer in the
Collection Account. In the event the Master Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.
(b) On behalf of the Trust Fund, the Trustee shall establish and maintain
one or more accounts (such account or accounts, the "Distribution Account"),
held in trust for the benefit of the Certificateholders and the Certificate
Insurer. On behalf of the Trust Fund, the Master Servicer shall deliver to the
Trustee in immediately available funds for deposit in the Distribution Account
on or before 3:00 p.m. New York time (i) on the Master Servicer Remittance Date,
that portion of the Available Distribution Amount (calculated without regard to
the references in the definition thereof to amounts that may be withdrawn from
the Distribution Account) for the related Distribution Date then on deposit in
the Collection Account, and (ii) on each Business Day as of the commencement of
which the balance on deposit
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in the Collection Account exceeds $75,000 following any withdrawals pursuant to
the next succeeding sentence, the amount of such excess, but only if the
Collection Account constitutes an Eligible Account solely pursuant to clause
(ii) of the definition of "Eligible Account." If the balance on deposit in the
Collection Account exceeds $75,000 as of the commencement of business on any
Business Day and the Collection Account constitutes an Eligible Account solely
pursuant to clause (ii) of the definition of "Eligible Account," the Master
Servicer shall, on or before 3:00 p.m. New York time on such Business Day,
withdraw from the Collection Account any and all amounts payable or reimbursable
to the Depositor, the Master Servicer, the Trustee, the Mortgage Loan Seller or
any Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the
Persons entitled thereto.
(c) Funds in the Collection Account and the Distribution Account may be
invested in Permitted Investments in accordance with the provisions set forth in
Section 3.12. The Master Servicer shall give notice to the Trustee and the
Certificate Insurer of the location of the Collection Account maintained by it
when established and prior to any change thereof. The Trustee shall give notice
to the Master Servicer, the Depositor and the Certificate Insurer of the
location of the Distribution Account when established and prior to any change
thereof.
(d) Funds held in the Collection Account at any time may be delivered by
the Master Servicer to the Trustee for deposit in an account (which may be the
Distribution Account and must satisfy the standards for the Distribution Account
as set forth in the definition thereof) and for all purposes of this Agreement
shall be deemed to be a part of the Collection Account; provided, however, that
the Trustee shall have the sole authority to withdraw any funds held pursuant to
this subsection (d). In the event the Master Servicer shall deliver to the
Trustee for deposit in the Distribution Account any amount not required to be
deposited therein, it may at any time request that the Trustee withdraw such
amount from the Distribution Account and remit to it any such amount, any
provision herein to the contrary notwithstanding. In addition, the Master
Servicer shall deliver to the Trustee from time to time for deposit, and the
Trustee shall so deposit, in the Distribution Account:
(i) any Monthly Advances, as required pursuant to Section 4.03;
(ii) any amounts required to be deposited pursuant to Section 3.23(d)
or (f) in connection with any REO Property;
(iii) any amounts to be paid by the Terminator in connection with a
purchase of Mortgage Loans and REO Properties pursuant to Section 10.01;
(iv) any amounts required to be deposited pursuant to Section 3.24 in
connection with any Prepayment Interest Shortfalls; and
(v) any Stayed Funds, as soon as permitted by the federal bankruptcy
court having jurisdiction in such matters.
(e) Promptly upon receipt of any Stayed Funds, whether from the Master
Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source,
the Trustee shall deposit such funds in the Distribution Account, subject to
withdrawal thereof pursuant to Section 7.02(b) or as otherwise permitted
hereunder. In addition, the Master Servicer shall deposit in the Distribution
Account any amounts required to be deposited pursuant to Section 3.12 in
connection with losses realized on Permitted Investments with respect to funds
held in the Distribution Account.
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SECTION 3.11. Withdrawals from the Collection Account and Distribution
Account.
The Master Servicer shall, from time to time, make withdrawals from the
Collection Account for any of the following purposes or as described in Section
4.03:
(i) to remit to the Trustee for deposit in the Distribution Account
the amounts required to be so remitted pursuant to Section 3.10(b) or
permitted to be so remitted pursuant to the first sentence of Section
3.10(d);
(ii) subject to Section 3.16(d), to reimburse the Master Servicer for
Monthly Advances, but only to the extent of amounts received which
represent Late Collections (net of the related Servicing Fees) of Monthly
Payments on Mortgage Loans with respect to which such Monthly Advances were
made in accordance with the provisions of Section 4.03;
(iii) subject to Section 3.16(d), to pay the Master Servicer or any
SubServicer any unpaid Servicing Fees and reimburse any unreimbursed
Servicing Advances with respect to each Mortgage Loan, but only to the
extent of any Liquidation Proceeds and Insurance Proceeds received with
respect to such Mortgage Loan;
(iv) to pay to the Master Servicer as servicing compensation (in
addition to the Servicing Fee) on the Master Servicer Remittance Date any
interest or investment income earned on funds deposited in the Collection
Account;
(v) to pay to the Master Servicer, the Depositor or the Mortgage Loan
Seller, as the case may be, with respect to each Mortgage Loan that has
previously been purchased or replaced pursuant to Section 2.03 or Section
3.16(c) all amounts received thereon subsequent to the date of purchase or
substitution, as the case may be;
(vi) to reimburse the Master Servicer for any Monthly Advance
previously made which the Master Servicer has determined to be a
Nonrecoverable Monthly Advance in accordance with the provisions of Section
4.03;
(vii) to reimburse the Master Servicer or the Depositor for expenses
incurred by or reimbursable to the Master Servicer or the Depositor, as the
case may be, pursuant to Section 6.03;
(viii) to reimburse the Master Servicer or the Trustee, as the case
may be, for expenses reasonably incurred in respect of the breach or defect
giving rise to the purchase obligation under Section 2.03 or Section 2.04
of this Agreement that were included in the Purchase Price of the Mortgage
Loan, including any expenses arising out of the enforcement of the purchase
obligation;
(ix) to pay, or to reimburse the Master Servicer for advances in
respect of, expenses incurred in connection with any Mortgage Loan pursuant
to Section 3.16(b); and
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(x) to clear and terminate the Collection Account pursuant to Section
10.01.
In addition to the foregoing, the Trustee shall be entitled to withdraw
amounts from the Distribution Account to transfer funds to the Expense Account
on the Business Day immediately preceding each Distribution Date pursuant to
Section 3.25(b) prior to any payments to Certificateholders and the Certificate
Insurer pursuant to Section 4.01. The Master Servicer shall keep and maintain
separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose
of justifying any withdrawal from the Collection Account, to the extent held by
or on behalf of it, pursuant to subclauses (ii), (iii), (v), (vi), (viii) and
(ix) above. The Master Servicer shall provide written notification to the
Trustee, on or prior to the next succeeding Master Servicer Remittance Date,
upon making any withdrawals from the Collection Account pursuant to subclauses
(vi) and (vii) above.
SECTION 3.12. Investment of Funds in the Collection Account, the Expense
Account and the Distribution Account.
(a) The Master Servicer may direct any depository institution maintaining
the Collection Account, the Expense Account and the Distribution Account (each,
for purposes of this Section 3.12, an "Investment Account"), to invest the funds
in such Investment Account in one or more Permitted Investments bearing interest
or sold at a discount, and maturing, unless payable on demand, (i) no later than
the Business Day immediately preceding the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if a Person other
than the Trustee is the obligor thereon, and (ii) no later than the date on
which such funds are required to be withdrawn from such account pursuant to this
Agreement, if the Trustee is the obligor thereon. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in
an Investment Account shall be made in the name of the Trustee (in its capacity
as such) or in the name of a nominee of the Trustee. The Trustee shall be
entitled to sole possession (except with respect to investment direction of
funds held in the Collection Account, the Expense Account and the Distribution
Account) over each such investment and the income thereon, and any certificate
or other instrument evidencing any such investment shall be delivered directly
to the Trustee or its agent, together with any document of transfer necessary to
transfer title to such investment to the Trustee or its nominee. In the event
amounts on deposit in an Investment Account are at any time invested in a
Permitted Investment payable on demand, the Trustee shall at the direction of
the Master Servicer:
(x) consistent with any notice required to be given thereunder, demand
that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (1)
all amounts then payable thereunder and (2) the amount required to be
withdrawn on such date; and
(y) demand payment of all amounts due thereunder promptly upon
determination by a Responsible Officer of the Trustee that such
Permitted Investment would not constitute a Permitted Investment in
respect of funds thereafter on deposit in the Investment Account.
(b) All income and gain realized from the investment of funds deposited in
the Collection Account, the Expense Account and the Distribution Account held by
or on behalf of the Master Servicer or the Trustee, shall be for the benefit of
the Master Servicer and shall be
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subject to its withdrawal in accordance with Section 3.11. The Master Servicer
shall deposit in the Collection Account, the Expense Account or the Distribution
Account, as applicable, the amount of any loss incurred in respect of any such
Permitted Investment made with funds in such accounts immediately upon
realization of such loss.
(c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may and, subject to Section 8.01 and Section 8.02(v),
upon the request of the Certificate Insurer or the Holders of Certificates
representing more than 50% of the Voting Rights allocated to any Class of
Certificates, shall take such action as may be appropriate to enforce such
payment or performance, including the institution and prosecution of appropriate
proceedings.
SECTION 3.13. [intentionally omitted]
SECTION 3.14. Maintenance of Hazard Insurance and Errors and Omissions and
Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage Loan
fire insurance with extended coverage on the related Mortgaged Property in an
amount which is at least equal to the lesser of the current principal balance of
such Mortgage Loan and the amount necessary to fully compensate for any damage
or loss to the improvements which are a part of such property on a replacement
cost basis, in each case in an amount not less than such amount as is necessary
to avoid the application of any coinsurance clause contained in the related
hazard insurance policy. The Master Servicer shall also cause to be maintained
fire insurance with extended coverage on each REO Property in an amount which is
at least equal to the lesser of (i) the maximum insurable value of the
improvements which are a part of such property and (ii) the outstanding
principal balance of the related Mortgage Loan at the time it became an REO
Property, plus accrued interest at the Mortgage Rate and related Servicing
Advances. The Master Servicer will comply in the performance of this Agreement
with all reasonable rules and requirements of each insurer under any such hazard
policies. Any amounts to be collected by the Master Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
property subject to the related Mortgage or amounts to be released to the
Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing loans held for its own account, subject to the terms and
conditions of the related Mortgage and Mortgage Note) shall be deposited in the
Collection Account, subject to withdrawal pursuant to Section 3.11, if received
in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal
pursuant to Section 3.23, if received in respect of an REO Property. Any cost
incurred by the Master Servicer in maintaining any such insurance shall not, for
the purpose of calculating distributions to Certificateholders and the
Certificate Insurer, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.
It is understood and agreed that no earthquake or other additional insurance is
to be required of any Mortgagor other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property or REO Property is at any time
in an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, the Master Servicer will
cause to be maintained a flood insurance policy in respect thereof. Such flood
insurance shall be in an amount equal to the lesser of (i) the unpaid principal
balance of the related Mortgage Loan and (ii) the maximum amount of such
insurance available for the related
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Mortgaged Property under the national flood insurance program (assuming that the
area in which such Mortgaged Property is located is participating in such
program).
In the event that the Master Servicer shall obtain and maintain a blanket
policy with an insurer having a General Policy Rating of A:X or better in Best's
Key Rating Guide insuring against hazard losses on all of the Mortgage Loans, it
shall conclusively be deemed to have satisfied its obligations as set forth in
the first two sentences of this Section 3.14, it being understood and agreed
that such policy may contain a deductible clause, in which case the Master
Servicer shall, in the event that there shall not have been maintained on the
related Mortgaged Property or REO Property a policy complying with the first two
sentences of this Section 3.14, and there shall have been one or more losses
which would have been covered by such policy, deposit to the Collection Account
from its own funds the amount not otherwise payable under the blanket policy
because of such deductible clause. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
prepare and present, on behalf of itself, the Trustee, Certificateholders and
the Certificate Insurer, claims under any such blanket policy in a timely
fashion in accordance with the terms of such policy.
(b) The Master Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and omissions for
failure in the performance of the Master Servicer's obligations under this
Agreement, which policy or policies shall be in such form and amount that would
meet the requirements of FNMA or FHLMC if it were the purchaser of the Mortgage
Loans, unless the Master Servicer has obtained a waiver of such requirements
from FNMA or FHLMC. The Master Servicer shall also maintain a fidelity bond in
the form and amount that would meet the requirements of FNMA or FHLMC, unless
the Master Servicer has obtained a waiver of such requirements from FNMA or
FHLMC. The Master Servicer shall be deemed to have complied with this provision
if an Affiliate of the Master Servicer has such errors and omissions and
fidelity bond coverage and, by the terms of such insurance policy or fidelity
bond, the coverage afforded thereunder extends to the Master Servicer. Any such
errors and omissions policy and fidelity bond shall by its terms not be
cancelable without thirty days' prior written notice to the Trustee. The Master
Servicer shall also cause each Sub-Servicer to maintain a policy of insurance
covering errors and omissions and a fidelity bond which would meet such
requirements.
SECTION 3.15. Enforcement of Due-On-Sale Clauses; Assumption Agreements.
The Master Servicer will, to the extent it has knowledge of any conveyance
or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under the
"due-on-sale" clause, if any, applicable thereto; provided, however, that the
Master Servicer shall not exercise any such rights if prohibited by law from
doing so. If the Master Servicer reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, or if any of the other
conditions set forth in the proviso to the preceding sentence apply, the Master
Servicer will enter into an assumption and modification agreement from or with
the person to whom such property has been conveyed or is proposed to be
conveyed, pursuant to which such person becomes liable under the Mortgage Note
and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. The Master Servicer is also authorized to enter into a
substitution of liability agreement with
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such person, pursuant to which the original Mortgagor is released from liability
and such person is substituted as the Mortgagor and becomes liable under the
Mortgage Note, provided that no such substitution shall be effective unless such
person satisfies the underwriting criteria of the Master Servicer and has a
credit risk rating at least equal to that of the original Mortgagor. In
connection with any assumption or substitution, the Master Servicer shall apply
such underwriting standards and follow such practices and procedures as shall be
normal and usual in its general mortgage servicing activities and as it applies
to other mortgage loans owned solely by it. The Master Servicer shall not take
or enter into any assumption and modification agreement, however, unless (to the
extent practicable in the circumstances) it shall have received confirmation, in
writing, of the continued effectiveness of any applicable hazard insurance
policy. Any fee collected by the Master Servicer in respect of an assumption or
substitution of liability agreement will be retained by the Master Servicer as
additional servicing compensation. In connection with any such assumption, no
material term of the Mortgage Note (including but not limited to the related
Mortgage Rate and the amount of the Monthly Payment) may be amended or modified,
except as otherwise required pursuant to the terms thereof. The Master Servicer
shall notify the Trustee that any such substitution or assumption agreement has
been completed by forwarding to the Trustee the executed original of such
substitution or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.
Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Master Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Master Servicer may be restricted by law from preventing,
for any reason whatever. For purposes of this Section 3.15, the term
"assumption" is deemed to also include a sale (of the Mortgaged Property)
subject to the Mortgage that is not accompanied by an assumption or substitution
of liability agreement.
SECTION 3.16. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall use its best efforts, consistent with the
servicing standard set forth in Section 3.01, to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.07. The Master Servicer shall be responsible for all costs and
expenses incurred by it in any such proceedings; provided, however, that such
costs and expenses will be recoverable as Servicing Advances by the Master
Servicer as contemplated in Section 3.11 and 3.23. The foregoing is subject to
the provision that, in any case in which Mortgaged Property shall have suffered
damage from an Uninsured Cause, the Master Servicer shall not be required to
expend its own funds toward the restoration of such property unless it shall
determine in its discretion that such restoration will increase the proceeds of
liquidation of the related Mortgage Loan after reimbursement to itself for such
expenses.
(b) Notwithstanding the foregoing provisions of this Section 3.16 or any
other provision of this Agreement, with respect to any Mortgage Loan as to which
the Master Servicer has received actual notice of, or has actual knowledge of,
the presence of any toxic or hazardous substance on the related Mortgaged
Property, the Master Servicer shall not, on behalf of the
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Trustee, either (i) obtain title to such Mortgaged Property as a result of or in
lieu of foreclosure or otherwise, or (ii) otherwise acquire possession of, or
take any other action with respect to, such Mortgaged Property, if, as a result
of any such action, the Trustee, the Certificateholders or the Certificate
Insurer would be considered to hold title to, to be a "mortgagee-in-possession"
of, or to be an "owner" or "operator" of such Mortgaged Property within the
meaning of the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended from time to time, or any comparable law, unless the
Master Servicer has also previously determined, based on its reasonable judgment
and a prudent report prepared by a Person who regularly conducts environmental
audits using customary industry standards, that:
(1) such Mortgaged Property is in compliance with applicable
environmental laws or, if not, that it would be in the best economic
interest of the Trust Fund to take such actions as are necessary to bring
the Mortgaged Property into compliance therewith; and
(2) there are no circumstances present at such Mortgaged Property
relating to the use, management or disposal of any hazardous substances,
hazardous materials, hazardous wastes or petroleum-based materials for
which investigation, testing, monitoring, containment, clean-up or
remediation could be required under any federal, state or local law or
regulation, or that if any such materials are present for which such action
could be required, that it would be in the best economic interest of the
Trust Fund to take such actions with respect to the affected Mortgaged
Property.
The cost of the environmental audit report contemplated by this Section
3.16 shall be advanced by the Master Servicer, subject to the Master Servicer's
right to be reimbursed therefor from the Collection Account as provided in
Section 3.11(ix), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received in
respect of the affected Mortgage Loan or other Mortgage Loans.
If the Master Servicer determines, as described above, that it is in the
best economic interest of the Trust Fund to take such actions as are necessary
to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes, or petroleum-based materials affecting any such Mortgaged Property, then
the Master Servicer shall take such action as it deems to be in the best
economic interest of such Trust Fund. The cost of any such compliance,
containment, cleanup or remediation shall be advanced by the Master Servicer,
subject to the Master Servicer's right to be reimbursed therefor from the
Collection Account as provided in Section 3.11(ix), such right of reimbursement
being prior to the rights of Certificateholders to receive any amount in the
Collection Account received in respect of the affected Mortgage Loan or other
Mortgage Loans.
(c) The Master Servicer may at its option purchase from the Trust Fund any
Mortgage Loan that is 90 days or more delinquent, which the Master Servicer
determines in good faith will otherwise become subject to foreclosure
proceedings (evidence of such determination to be delivered in writing to the
Trustee and the Certificate Insurer prior to purchase), at a price equal to the
Purchase Price. The Purchase Price for any Mortgage Loan purchased hereunder
shall be deposited in the Collection Account, and the Trustee, upon receipt of
written certification from the Master Servicer of such deposit, shall release or
cause to be released to the Master Servicer the related Mortgage File and shall
execute and deliver such
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instruments of transfer or assignment, in each case without recourse, as the
Master Servicer shall furnish and as shall be necessary to vest in the Master
Servicer title to any Mortgage Loan released pursuant hereto.
(d) Proceeds received in connection with any Final Recovery Determination,
as well as any recovery resulting from a partial collection of Insurance
Proceeds or Liquidation Proceeds, in respect of any Mortgage Loan, will be
applied in the following order of priority: FIRST, to reimburse the Master
Servicer or any Sub-Servicer for any related unreimbursed Servicing Advances and
Monthly Advances, pursuant to Section 3.11(ii) or (iii); SECOND, to accrued and
unpaid interest on the Mortgage Loan, to the date of the Final Recovery
Determination, or to the Due Date prior to the Distribution Date on which such
amounts are to be distributed if not in connection with a Final Recovery
Determination; and THIRD, as a recovery of principal of the Mortgage Loan. If
the amount of the recovery so allocated to interest is less than the full amount
of accrued and unpaid interest due on such Mortgage Loan, the amount of such
recovery will be allocated by the Master Servicer as follows: FIRST, to unpaid
Servicing Fees; and SECOND, to the balance of the interest then due and owing.
The portion of the recovery so allocated to unpaid Servicing Fees shall be
reimbursed to the Master Servicer or any SubServicer pursuant to Section
3.11(iii). The portion of the recovery allocated to interest (net of unpaid
Servicing Fees) and the portion of the recovery allocated to principal of the
Mortgage Loan shall be applied as follows: FIRST, to reimburse the Master
Servicer for any related unreimbursed Monthly Advances in accordance with
Section 3.11(ii), and SECOND, as part of the amounts to be transferred to the
Distribution Account in accordance with Section 3.10(b).
SECTION 3.17. Trustee to Cooperate; Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Master
Servicer of a notification that payment in full shall be escrowed in a manner
customary for such purposes, the Master Servicer will immediately notify the
Trustee and the Certificate Insurer by a certification in the form of Exhibit
E-2 (which certification shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are
required to be deposited in the Collection Account pursuant to Section 3.10 have
been or will be so deposited) of a Servicing Officer and shall request delivery
to it of the Mortgage File. Upon receipt of such certification and request, the
Trustee shall promptly release the related Mortgage File to the Master Servicer.
No expenses incurred in connection with any instrument of satisfaction or deed
of reconveyance shall be chargeable to the Collection Account or the
Distribution Account.
From time to time and as appropriate for the servicing or foreclosure of
any Mortgage Loan, including, for this purpose, collection under any insurance
policy relating to the Mortgage Loans, the Trustee shall, upon request of the
Master Servicer and delivery to the Trustee of a Request for Release in the form
of Exhibit E-l, release the related Mortgage File to the Master Servicer, and
the Trustee shall, at the direction of the Master Servicer, execute such
documents as shall be necessary to the prosecution of any such proceedings. Such
Request for Release shall obligate the Master Servicer to return each and every
document previously requested from the Mortgage File to the Trustee when the
need therefor by the Master Servicer no longer exists, unless the Mortgage Loan
has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan
have been deposited in the Collection Account or the Mortgage File or such
document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other
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proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trustee a
certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. Upon receipt of a certificate of a
Servicing Officer stating that such Mortgage Loan was liquidated and that all
amounts received or to be received in connection with such liquidation that are
required to be deposited into the Collection Account have been so deposited, or
that such Mortgage Loan has become an REO Property, a copy of the Request for
Release shall be released by the Trustee to the Master Servicer.
Upon written certification of a Servicing Officer, the Trustee shall
execute and deliver to the Master Servicer, with copies to the Certificate
Insurer to be delivered by the Master Servicer, any court pleadings, requests
for trustee's sale or other documents necessary to the foreclosure or trustee's
sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure or
trustee's sale.
SECTION 3.18. Servicing Compensation.
As compensation for the activities of the Master Servicer hereunder, the
Master Servicer shall be entitled to the Servicing Fee with respect to each
Mortgage Loan payable solely from payments of interest in respect of such
Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall
be entitled to recover unpaid Servicing Fees out of Insurance Proceeds or
Liquidation Proceeds to the extent permitted by Section 3.11(iii) and out of
amounts derived from the operation and sale of an REO Property to the extent
permitted by Section 3.23. The right to receive the Servicing Fee may not be
transferred in whole or in part except in connection with the transfer of all of
the Master Servicer's responsibilities and obligations under this Agreement.
Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges or otherwise shall be retained by the
Master Servicer (subject to Section 3.24) only to the extent such fees or
charges are received by the Master Servicer. The Master Servicer shall also be
entitled pursuant to Section 3.11(iv) to withdraw from the Collection Account,
pursuant to Section 3.25 to withdraw from the Expense Account, and pursuant to
Section 3.23(b) to withdraw from any REO Account, as additional servicing
compensation, interest or other income earned on deposits therein, subject to
Section 3.12 and Section 3.24. The Master Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
(including premiums for the insurance required by Section 3.14, to the extent
such premiums are not paid by the related Mortgagors or by a Sub-Servicer,
servicing compensation of each Sub-Servicer, and to the extent provided herein
in Section 8.05, the fees and expenses of the Trustee) and shall not be entitled
to reimbursement therefor except as specifically provided herein.
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SECTION 3.19. Reports to the Trustee; Collection Account Statements.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee, the Certificate Insurer and the Depositor
a statement prepared by the Master Servicer setting forth the status of the
Collection Account as of the close of business on such Distribution Date and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from the Collection Account of each category of
deposit specified in Section 3.10(a) and each category of withdrawal specified
in Section 3.11. Such statement may be in the form of the then current FNMA
Monthly Accounting Report for its Guaranteed Mortgage Pass-Through Program with
appropriate additions and changes, and shall also include information as to the
aggregate of the outstanding principal balances of all of the Mortgage Loans as
of the last day of the calendar month immediately preceding such Distribution
Date. Copies of such statement shall be provided by the Trustee to any
Certificateholder and to any Person identified to the Trustee as a prospective
transferee of a Certificate, upon request at the expense of the requesting
party, provided such statement is delivered by the Master Servicer to the
Trustee.
SECTION 3.20. Statement as to Compliance.
The Master Servicer will deliver to the Trustee, the Certificate Insurer
and the Depositor not later than 90 days following the end of the fiscal year of
the Master Servicer, which as of the Closing Date ends on the last day in
December, an Officers' Certificate stating, as to each signatory thereof, that
(i) a review of the activities of the Master Servicer during the preceding year
and of performance under this Agreement has been made under such officers'
supervision and (ii) to the best of such officers' knowledge, based on such
review, the Master Servicer has fulfilled all of 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. Copies of any such statement shall be
provided by the Trustee to any Certificateholder and to any Person identified to
the Trustee as a prospective transferee of a Certificate, upon request at the
expense of the requesting party, provided such statement is delivered by the
Master Servicer to the Trustee.
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SECTION 3.21 Independent Public Accountants' Servicing Report.
Not later than 90 days following the end of each fiscal year of the Master
Servicer, the Master Servicer, at its expense, shall cause a nationally
recognized firm of independent certified public accountants to furnish to the
Master Servicer a report stating that (i) it has obtained a letter of
representation regarding certain matters from the management of the Master
Servicer which includes an assertion that the Master Servicer has complied with
certain minimum residential mortgage loan servicing standards, identified in the
Uniform Single Attestation Program for Mortgage Bankers established by the
Mortgage Bankers Association of America, with respect to the servicing of
residential mortgage loans during the most recently completed fiscal year and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public Accountants,
such representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. In rendering its
report such firm may rely, as to matters relating to the direct servicing of
residential mortgage loans by Sub-Servicers, upon comparable reports of firms of
independent certified public accountants rendered on the basis of examinations
conducted in accordance with the same standards (rendered within one year of
such report) with respect to those Sub-Servicers. Immediately upon receipt of
such report, the Master Servicer shall furnish a copy of such report to the
Trustee, the Certificate Insurer and each Rating Agency. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon request
at the Master Servicer's expense, provided that such statement is delivered by
the Master Servicer to the Trustee.
SECTION 3.22. Access to Certain Documentation.
The Master Servicer shall provide to the Office of Thrift Supervision, the
FDIC, and any other federal or state banking or insurance regulatory authority
that may exercise authority over any Certificateholder, access to the
documentation regarding the Mortgage Loans required by applicable laws and
regulations. Such access shall be afforded without charge, but only upon
reasonable request and during normal business hours at the offices of the Master
Servicer designated by it. In addition, access to the documentation regarding
the Mortgage Loans will be provided to any Certificateholder, the Certificate
Insurer, the Trustee and to any Person identified to the Master Servicer as a
prospective transferee of a Certificate, upon reasonable request during normal
business hours at the offices of the Master Servicer designated by it at the
expense of the Person requesting such access.
SECTION 3.23. Title, Management and Disposition of REO Property.
(a) The deed or certificate of sale of any REO Property shall be taken in
the name of the Trustee, or its nominee, on behalf of the Certificateholders and
the Certificate Insurer. The Master Servicer, on behalf of the Trust Fund, shall
either sell any REO Property within two years after the Trust Fund acquires
ownership of such REO Property for purposes of Section 860(a)(8) of the Code or
request from the Internal Revenue Service, more than 60 days before the day on
which the two-year grace period would otherwise expire an extension of the
two-year grace period, unless the Master Servicer had delivered to the Trustee
an Opinion of Counsel, addressed to the Trustee, the Depositor and the
Certificate Insurer, to the effect that the holding by the Trust Fund of such
REO Property subsequent to two years after its acquisition will not result in
the imposition on the Trust Fund of taxes on "prohibited transactions" thereof,
as defined in Section 860F of the Code, or cause the Trust Fund to fail to
qualify as a REMIC under Federal law at any time that any Certificates are
outstanding. The
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Master Servicer shall manage, conserve, protect and operate each REO Property
for the Certificateholders solely for the purpose of its prompt disposition and
sale in a manner which does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by the Trust Fund of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net
income from foreclosure property" which is subject to taxation under the REMIC
Provisions.
(b) The Master Servicer shall segregate and hold all funds collected and
received in connection with the operation of any REO Property separate and apart
from its own funds and general assets and shall establish and maintain with
respect to REO Properties an account held in trust for the Trustee for the
benefit of the Certificateholders and the Certificate Insurer (the "REO
Account"), which shall be an Eligible Account. The Master Servicer shall be
permitted to allow the Collection Account to serve as the REO Account, subject
to separate ledgers for each REO Property. The Master Servicer shall be entitled
to retain or withdraw any interest income paid on funds deposited in the REO
Account.
(c) The Master Servicer shall have full power and authority, subject only
to the specific requirements and prohibitions of this Agreement, to do any and
all things in connection with any REO Property as are consistent with the manner
in which the Master Servicer manages and operates similar property owned by the
Master Servicer or any of its Affiliates, all on such terms and for such period
as the Master Servicer deems to be in the best interests of Certificateholders.
In connection therewith, the Master Servicer shall deposit, or cause to be
deposited, on a daily basis in the REO Account all revenues received by it with
respect to an REO Property and shall withdraw therefrom funds necessary for the
proper operation, management and maintenance of such REO Property including,
without limitation:
(i) all insurance premiums due and payable in respect of such REO
Property;
(ii) all real estate taxes and assessments in respect of such REO
Property that may result in the imposition of a lien thereon; and
(iii) all costs and expenses necessary to maintain such REO Property.
To the extent that amounts on deposit in the REO Account with respect to an REO
Property are insufficient for the purposes set forth in clauses (i) through
(iii) above with respect to such REO Property, the Master Servicer shall advance
from its own funds such amount as is necessary for such purposes if, but only
if, the Master Servicer would make such advances if the Master Servicer owned
the REO Property and if in the Master Servicer's judgment, the payment of such
amounts will be recoverable from the rental or sale of the REO Property.
Notwithstanding the foregoing, the Master Servicer shall not:
(i) permit the Trust Fund to enter into, renew or extend any New Lease
with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;
(ii) permit any amount to be received or accrued under any New Lease
other than amounts that will constitute Rents from Real Property;
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(iii) authorize or permit any construction on any REO Property, other
than the completion of a building or other improvement thereon, and then
only if more than ten percent of the construction of such building or other
improvement was completed before default on the related Mortgage Loan
became imminent, all within the meaning of Section 856(e)(4)(B) of the
Code; or
(iv) allow any Person to Directly Operate any REO Property on any date
more than 90 days after its date of acquisition by the Trust Fund;
unless, in any such case, the Master Servicer has obtained an Opinion of
Counsel, provided to the Trustee and the Certificate Insurer, to the effect that
such action will not cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code at any time that
it is held by the Trust Fund, in which case the Master Servicer may take such
actions as are specified in such Opinion of Counsel.
The Master Servicer may contract with any Independent Contractor for the
operation and management of any REO Property, provided that:
(i) the terms and conditions of any such contract shall not be
inconsistent herewith;
(ii) any such contract shall require, or shall be administered to
require, that the Independent Contractor pay all costs and expenses
incurred in connection with the operation and management of such REO
Property, including those listed above and remit all related revenues (net
of such costs and expenses) to the Master Servicer as soon as practicable,
but in no event later than thirty days following the receipt thereof by
such Independent Contractor;
(iii) none of the provisions of this Section 3.23(c) relating to any
such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve the Master Servicer of any of its duties and
obligations to the Trustee on behalf of the Certificateholders and the
Certificate Insurer with respect to the operation and management of any
such REO Property; and
(iv) the Master Servicer shall be obligated with respect thereto to
the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.
The Master Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Master Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Master Servicer shall be solely liable for
all fees owed by it to any such Independent Contractor, irrespective of whether
the Master Servicer's compensation pursuant to Section 3.18 is sufficient to pay
such fees.
(d) In addition to the withdrawals permitted under Section 3.23(c), the
Master Servicer may from time to time make withdrawals from the REO Account for
any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in
respect of the related Mortgage Loan; and (ii) to reimburse itself or any
Sub-Servicer for unreimbursed Servicing Advances and Monthly Advances made in
respect of such REO Property or the related Mortgage
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Loan. On the Master Servicer Remittance Date, the Master Servicer shall withdraw
from each REO Account maintained by it and deposit into the Distribution Account
in accordance with Section 3.10(d)(ii), for distribution on the related
Distribution Date in accordance with Section 4.01, the income from the related
REO Property received during the prior calendar month, net of any withdrawals
made pursuant to Section 3.23(c) or this Section 3.23(d).
(e) Subject to the time constraints set forth in Section 3.23(a), each REO
Disposition shall be carried out by the Master Servicer at such price and upon
such terms and conditions as the Master Servicer shall deem necessary or
advisable, as shall be normal and usual in its general servicing activities and
as are in accordance with general FNMA guidelines.
(f) The proceeds from the REO Disposition, net of any amount required by
law to be remitted to the Mortgagor under the related Mortgage Loan and net of
any payment or reimbursement to the Master Servicer or any Sub-Servicer as
provided above, shall be deposited in the Distribution Account in accordance
with Section 3.10(d)(ii) on the Master Servicer Remittance Date in the month
following the receipt thereof for distribution on the related Distribution Date
in accordance with Section 4.01. Any REO Disposition shall be for cash only
(unless changes in the REMIC Provisions made subsequent to the Startup Day allow
a sale for other consideration).
(g) The Master Servicer shall file information returns with respect to the
receipt of mortgage interest received in a trade or business, reports of
foreclosures and abandonments of any Mortgaged Property and cancellation of
indebtedness income with respect to any Mortgaged Property as required by
Sections 6050H, 6050J and 6050P of the Code, respectively. Such reports shall be
in form and substance sufficient to meet the reporting requirements imposed by
such Sections 6050H, 6050J and 6050P of the Code.
SECTION 3.24. Obligations of the Master Servicer in Respect of Prepayment
Interest Shortfalls.
The Master Servicer shall deliver to the Trustee for deposit into the
Distribution Account on or before 3:00 p.m. New York time on the Master Servicer
Remittance Date from its own funds an amount equal to the lesser of (i) the
aggregate of the Prepayment Interest Shortfalls for the related Distribution
Date resulting solely from Principal Prepayments during the related Collection
Period and (ii) the total amount of its servicing compensation for the most
recently ended calendar month.
SECTION 3.25. Expense Account.
(a) The Trustee shall establish and maintain in its name, for the benefit
of the Trustee in trust for (1) the Certificateholders and (2) the Certificate
Insurer, the Expense Account. The Expense Account shall be an Eligible Account,
and funds on deposit therein shall be held separate and apart from, and shall
not be commingled with, any other moneys, including, without limitation, other
moneys of the Trustee held pursuant to this Agreement.
(b) On the Business Day immediately preceding each Distribution Date, the
Trustee shall withdraw from the Distribution Account and deposit into the
Expense Account an amount equal to 1/12 of the Certificate Insurer Premium Rate
on the Certificate Principal Balance of the Class A Certificates for such
Distribution Date.
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(c) The Trustee shall make withdrawals from the Expense Account to pay the
Certificate Insurer Premium on each Distribution Date.
(d) Funds in the Expense Account may be invested in Permitted Investments
in accordance with the provisions set forth in Section 3.12. Any earnings on
such amounts shall be payable to the Master Servicer as additional servicing
compensation. The Trustee shall give notice to the Depositor and the Certificate
Insurer of the location of the Expense Account on the Closing Date and prior to
any change thereof.
(e) Upon termination of the Trust Fund in accordance with Section 10.01,
any amounts remaining in the Expense Account following the payment of all unpaid
Certificate Insurer Premiums shall be released to the Master Servicer as
additional servicing compensation.
SECTION 3.26. Obligations of the Master Servicer in Respect of Mortgage
Rates and Monthly Payments.
In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to adjustments to
Mortgage Rates, Monthly Payments or Stated Principal Balances that were made by
the Master Servicer in a manner not consistent with the terms of the related
Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt
of notice thereof, immediately shall deliver to the Trustee for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Certificate
Insurer, the Depositor and any successor master servicer in respect of any such
liability. Such indemnities shall survive the termination or discharge of this
Agreement.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Distributions.
(a) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account an amount equal to the Available Distribution Amounts
(other than any amount in the Distribution Account that was transferred from the
Policy Payments Account to the Distribution Account pursuant to Section 9.04)
and distribute to the Certificateholders the following amounts, in the following
order of priority:
(i) to the Holders of the Class A Certificates an amount equal to (A)
the Interest Distribution Amount for such Distribution Date, plus (B) any
undistributed amount described in the immediately preceding clause (i)(A)
from any previous Distribution Date for which no Insurance Payment has been
previously paid to Holders of the Class A Certificates;
(ii) to the Holders of the Class A Certificates in an amount equal to
the Principal Distribution Amount (except for any portion thereof
consisting of any related Subordination Increase Amount or related Realized
Losses), applied to reduce the Certificate Principal Balances of the Class
A Certificates until the aggregate Certificate Principal Balance of the
Class A Certificates is reduced to zero;
(iii) to the Holders of the Class A Certificates, payable from the Net
Monthly Excess Cashflow, an amount equal to the principal portion of any
Realized Losses incurred or deemed to have been incurred on the Mortgage
Loans;
(iv) to the Certificate Insurer, to reimburse the Certificate Insurer
for claims under the Policy, to the extent of Cumulative Insurance
Payments;
(v) to the Holders of the Class A Certificates, payable from the Net
Monthly Excess Cashflow, an amount equal to the portion of the Principal
Distribution Amount consisting of any Subordination Increase Amount;
(vi) to the Holders of the Class A Certificates, payable from the Net
Monthly Excess Cashflow, an amount equal to any Prepayment Interest
Shortfalls and any Relief Act Interest Shortfalls that were allocated to
such holders and therefore not distributed pursuant to clause (i) above;
(vii) to the Holders of the Class A Certificates, payable from Net
Monthly Excess Cashflow, in an amount equal to any Basis Risk Shortfall for
such Distribution Date;
(viii) to the Holders of the Class A Certificates, payable from Net
Monthly Excess Cashflow, in an amount equal to any Unpaid Basis Risk
Shortfall on such Distribution Date;
(ix) to the Certificate Insurer, any amounts remaining due to the
Insurer under the terms of the Insurance Agreement (other than those
attributable to
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Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard Losses
and Excess Extraordinary Losses);
(x) to the Mortgage Loan Seller, in an amount equal to the aggregate
amount deposited by the Mortgage Loan Seller to the Distribution Account
pursuant to Section 4.01(g) hereof and not previously reimbursed pursuant
to this clause (x); and
(xi) to the Holders of the Class R Certificates, the balance, if any,
of the amount so withdrawn from the Distribution Account for such
Distribution Date.
All Realized Losses to be allocated to the Certificate Principal Balances
of all Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above to
the Certificate Principal Balance of any Class of Certificates shall be to the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each case
to be allocated to such Class of Certificates, on such Distribution Date
pursuant to Section 4.04.
(b) In addition to making the distributions required pursuant to Section
4.01(a), on each Distribution Date for which there exists a Deficiency Amount,
the Trustee shall withdraw from the Distribution Account any amount therein that
was transferred from the Policy Payments Account to the Distribution Account
pursuant to Section 9.04 and distribute to the Holders of the Class A
Certificates (i) an amount equal to any amount required to be paid to such Class
pursuant to Section 4.01(a)(i) for such Distribution Date remaining unpaid after
giving effect to all distributions made pursuant to Section 4.01(a) for such
Distribution Date, (ii) an amount equal to the principal portion of any Realized
Losses allocated to such Class on such Distribution Date after giving effect to
all distributions made pursuant to Section 4.01(a) for such Distribution Date
and (iii) without duplication, any other amount constituting a Deficiency
Amount.
(c) Each Holder of a Certificate, by its acceptance of such Certificate,
hereby agrees that, in the event any distribution is made to any Holder of a
Class A Certificate from amounts paid under the Policy, (i) the Certificate
Insurer shall be subrogated in the manner herein provided to the rights of the
Holder of such Class A Certificate to receive from amounts on deposit in the
Distribution Account the distributions allocable to principal and interest that
would have been distributable to such Holder if no such distribution to such
Holder had been made from amounts paid under the Policy; and (ii) in addition to
the rights of the Class A Certificateholders that the Certificate Insurer may
exercise in accordance with the provisions of Section 9.01, the Certificate
Insurer may exercise any option, vote, right, power or the like with respect to
each Class A Certificate for which Cumulative Insurance Payments are
outstanding.
(d) All distributions made with respect to each Class of Certificates on
each Distribution Date shall be allocated PRO RATA among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Payments in respect of each Class of Certificates on each Distribution Date will
be made to the Holders of the respective Class of record on the related Record
Date (except as otherwise provided in Section 4.01(f) or Section 10.01
respecting the final distribution on such Class), based on the aggregate
Percentage Interest represented by their respective Certificates, and shall be
made by wire transfer of immediately available funds to the account of any such
Holder at a bank or other entity having appropriate facilities therefor,
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if such Holder shall have so notified the Trustee in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date and is the registered owner of Certificates having an initial aggregate
Certificate Principal Balance that is in excess of the lesser of (i) $5,000,000
or (ii) two-thirds of the initial Certificate Principal Balance (or, in the case
of the Class R Certificates, a 66% Percentage Interest) of such Class of
Certificates, or otherwise by check mailed by first class mail to the address of
such Holder appearing in the Certificate Register. The final distribution on
each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution. Payments to the Certificate Insurer on any Distribution Date will
be made by wire transfer of immediately available funds to the account
designated by the Certificate Insurer.
Each distribution with respect to a Book-Entry Certificate shall be paid to
the Depository, as Holder thereof, and the Depository shall be responsible for
crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(e) The rights of the Certificateholders to receive distributions in
respect of the Certificates, and all interests of the Certificateholders in such
distributions, shall be as set forth in this Agreement. Neither the Holders of
any Class of Certificates nor the Trustee nor the Master Servicer shall in any
way be responsible or liable to the Holders of any other Class of Certificates
in respect of amounts properly previously distributed on the Certificates.
(f) Except as otherwise provided in Section 10.01, whenever the Trustee
expects that the final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Trustee shall, no later than
five (5) days after the related Determination Date, mail to each Holder on such
date of such Class of Certificates and to the Certificate Insurer a notice to
the effect that:
(i) the Trustee expects that the final distribution with respect to
such Class of Certificates will be made on such Distribution Date but only
upon presentation and surrender of such Certificates at the office of the
Trustee therein specified, and
(ii) no interest shall accrue on such Certificates from and after the
end of the related Interest Accrual Period.
Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held in trust
and credited to the account of the appropriate non-tendering Holder or Holders.
If any Certificates as to which notice has been given pursuant to this Section
4.01(f) shall not have been surrendered for cancellation within six months after
the time specified in such notice, the Trustee shall mail a second notice to the
remaining nontendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee shall, directly or
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through an agent, contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates in the manner reasonably specified to
the Trustee by the Master Servicer in writing. The costs and expenses of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets remaining in the trust fund. If within one year after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Master Servicer shall pay to the Certificate Insurer any
amount of such funds that were paid by the Certificate Insurer under the Policy
but shall continue to hold any remaining funds for the benefit of the
non-tendering Certificateholders, and such Certificateholders shall thereafter
look solely to the Master Servicer for payment thereof, and all liability of the
Certificate Insurer with respect to such trust funds shall thereupon cease. No
interest shall accrue or be payable to any Certificateholder on any amount held
in trust by the Master Servicer as a result of such Certificateholder's failure
to surrender its Certificate(s) for final payment thereof in accordance with
this Section 4.01(f).
(g) The Mortgage Loan Seller shall, on any Distribution Date prior to the
first Distribution Date on which the Subordinated Amount equals or exceeds the
Required Subordinated Amount, deposit to the Distribution Account on the
Business Day preceding the applicable Distribution Date the sum of (i) the
amount of any shortfalls in distributions pursuant to Section 4.01(a)(i) and
(ii) the amount, if any, by which the Certificate Principal Balance of the Class
A Certificates would, but for the deposit to the Distribution Account pursuant
to this subsection 4.01(g) and the distribution to the holder of the Class A
Certificates of such amount, exceed the aggregate outstanding principal balance
of the Mortgage Loans; provided, however, that the Mortgage Loan Seller shall
not be required to make deposits to the Distribution Account pursuant to this
subsection 4.01(g) in excess of $$180,362.79.
SECTION 4.02. Statements to Certificateholders.
On each Distribution Date, the Trustee shall prepare and forward by mail to
each Holder of the Regular Certificates, a statement as to the distributions
made on such Distribution Date setting forth:
(i) the amount of the distribution made on such Distribution Date to
the Holders of the Class A Certificates allocable to principal;
(ii) the amount of the distribution made on such Distribution Date to
the Holders of the Class A Certificates allocable to interest;
(iii) the aggregate amount of servicing compensation received by the
Master Servicer during the related Collection Period and such other
customary information as the Trustee deems necessary or desirable, or which
a Certificateholder reasonably requests, to enable Certificateholders to
prepare their tax returns;
(iv) the Guaranteed Distribution for such Distribution Date and the
respective portions thereof allocable to principal and interest;
(v) the amount of any Insurance Payment made to Class A
Certificateholders on such Distribution Date, the amount of any
reimbursement payment made to the Certificate Insurer on such Distribution
Date pursuant to Section 4.01(a)(iv) and the amount of Cumulative Insurance
Payments after giving effect
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to any such Insurance Payment to Class A Certificateholders or any such
reimbursement payment to the Certificate Insurer;
(vi) the aggregate amount of Monthly Advances for such Distribution
Date;
(vii) the aggregate Stated Principal Balance of the Mortgage Loans and
any REO Properties at the close of business on such Distribution Date;
(viii) the number, aggregate principal balance, weighted average
remaining term to maturity and weighted average Mortgage Rate of the
Mortgage Loans as of the related Due Date;
(ix) the number and aggregate unpaid principal balance of Mortgage
Loans (a) 30 days past due, (b) 60 days past due, (c) 90 or more days past
due and (d) as to which foreclosure proceedings have been commenced;
(x) with respect to any Mortgage Loan that became an REO Property
during the preceding calendar month, the loan number of such Mortgage Loan,
the unpaid principal balance and the Stated Principal Balance of such
Mortgage Loan as of the date it became an REO Property;
(xi) the book value of any REO Property as of the close of business on
the last Business Day of the calendar month preceding the Distribution
Date;
(xii) the aggregate amount of Principal Prepayments made during the
related Collection Period;
(xiii) the aggregate amount of Realized Losses incurred during the
related Collection Period (or, in the case of Bankruptcy Losses allocable
to interest, during the related Collection Period), separately identifying
whether such Realized Losses constituted Extraordinary Losses, Fraud
Losses, Special Hazard Losses or Bankruptcy Losses;
(xiv) the aggregate amount of extraordinary Trust Fund expenses
withdrawn from the Collection Account or the Distribution Account for such
Distribution Date;
(xv) the aggregate Certificate Principal Balance of the Class A
Certificates, after giving effect to the distributions, and allocations of
Realized Losses, made on such Distribution Date, separately identifying any
reduction thereof due to allocations of Realized Losses;
(xvi) the Certificate Factor for each such Class of Certificates
applicable to such Distribution Date;
(xvii) the Interest Distribution Amount in respect of the Class A
Certificates for such Distribution Date and the respective portions
thereof, if any, paid under the Policy or (in the event of a Deficiency
Event) remaining unpaid following the distributions made in respect of such
Certificates on such Distribution Date;
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(xviii) the aggregate amount of any Prepayment Interest Shortfalls for
such Distribution Date, to the extent not covered by payments by the Master
Servicer pursuant to Section 3.24;
(xix) the aggregate amount of Relief Act Interest Shortfalls for such
Distribution Date;
(xx) the then-applicable Bankruptcy Amount, Fraud Loss Amount, Special
Hazard Amount and Extraordinary Loss Amount;
(xxi) the Basis Risk Shortfall, if any, for such Distribution Date;
(xxii) the Unpaid Basis Risk Shortfalls, if any, outstanding after
reimbursements therefor on such Distribution Date
(xxiii) the Required Subordinated Amount for such Distribution Date;
(xxiv) the Subordination Increase Amount, if any, for such
Distribution Date;
(xxv) the Subordination Reduction Amount, if any, for such
Distribution Date; and
(xxvi) the Pass-Through Rate applicable to the Class A Certificates
for such Distribution Date and the immediately succeeding Distribution Date
In the case of information furnished pursuant to subclauses (i) through
(iii) above, the amounts shall be expressed as a dollar amount per Single
Certificate of the relevant Class.
Within a reasonable period of time after the end of each calendar year, the
Trustee shall furnish to each Person who at any time during the calendar year
was a Holder of a Regular Certificate a statement containing the information set
forth in subclauses (i) through (iii) above, aggregated for such calendar year
or applicable portion thereof during which such person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time are in
force.
On each Distribution Date, the Trustee shall forward to the Depositor, to
each Holder of a Residual Certificate, to the Certificate Insurer and to the
Master Servicer, a copy of the reports forwarded to the Regular
Certificateholders on such Distribution Date and a statement setting forth the
amounts, if any, actually distributed with respect to the Residual Certificates,
respectively, on such Distribution Date.
Within a reasonable period of time after the end of each calendar year, the
Trustee shall furnish to each Person who at any time during the calendar year
was a Holder of a Residual Certificate a statement setting forth the amount, if
any, actually distributed with respect to the Residual Certificates, as
appropriate, aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder.
The Trustee shall, upon request, furnish to each Certificateholder, during
the term of this Agreement, such periodic, special, or other reports or
information, whether or not provided for herein, as shall be reasonable with
respect to the Certificateholder, or otherwise with respect to the purposes of
this Agreement, all such reports or information to be provided
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at the expense of the Certificateholder in accordance with such reasonable and
explicit instructions and directions as the Certificateholder may provide. For
purposes of this Section 4.02, the Trustee's duties are limited to the extent
that the Trustee receives timely reports as required from the Master Servicer.
On each Distribution Date the Trustee shall provide Bloomberg Financial
Markets, L.P. ("Bloomberg") Cusip Level Factors for each class of Certificates
as of such Distribution Date, using a format and media mutually acceptable to
the Trustee and Bloomberg. In connection with providing the information
specified in this Section 4.02 to Bloomberg, the Trustee and any director,
officer, employee or agent of the Trustee shall be indemnified and held harmless
by the Master Servicer, to the extent and in the manner provided in Section
8.05.
SECTION 4.03. Remittance Reports; Monthly Advances.
(a) On the Business Day following each Determination Date, the Master
Servicer shall deliver to the Trustee and the Certificate Insurer by telecopy
(or by such other means as the Master Servicer, the Trustee or the Certificate
Insurer, as the case may be, may agree from time to time) a Remittance Report
with respect to the related Distribution Date. On the same date, the Master
Servicer shall forward to the Trustee by overnight mail a computer readable
magnetic tape or diskette containing the information set forth in such
Remittance Report with respect to the related Distribution Date. Not later than
the close of business New York time on the Master Servicer Remittance Date, the
Master Servicer shall deliver or cause to be delivered to the Certificate
Insurer and the Trustee in addition to the information provided on the
Remittance Report, (i) the Guaranteed Distribution for such Distribution Date,
separately identifying the portions thereof allocable to principal and interest;
(ii) the Available Distribution Amount for such Distribution Date; (iii) whether
the Available Distribution Amount expected to be on deposit in the Distribution
Account on such Distribution Date will be sufficient to cover the Guaranteed
Distribution and, if not, the amount of the shortfall; (iv) the amount of
Monthly Advances to be made by the Master Servicer in respect of the related
Distribution Date, the aggregate amount of Monthly Advances outstanding after
giving effect to such Monthly Advances, and the aggregate amount of
Nonrecoverable Monthly Advances in respect of such Distribution Date; (v) with
respect to any reimbursement to be made to the Certificate Insurer on such
Distribution Date pursuant to Section 4.01(a)(v), the amount, if any, allocable
to principal and the amount allocable to interest; (vi) Cumulative Insurance
Payments after giving effect to the distributions to be made on such
Distribution Date; and (vii) such other information with respect to the Mortgage
Loans as the Trustee may reasonably require to perform the calculations
necessary to make the distributions contemplated by Section 4.01 and to prepare
the statements to Certificateholders contemplated by Section 4.02. The Trustee
shall not be responsible to recompute, recalculate or verify any information
provided to it by the Master Servicer.
(b) The amount of Monthly Advances to be made by the Master Servicer for
any Distribution Date shall equal, subject to Section 4.03(d), the sum of (i)
the aggregate amount of Monthly Payments allocable to interest (with each
interest portion thereof net of the related Servicing Fee), due during the
related Collection Period in respect of the Mortgage Loans, which Monthly
Payments were delinquent as of the close of business on the related
Determination Date and (ii) with respect to each REO Property, which REO
Property was acquired during or prior to the related Collection Period and as to
which REO Property an REO Disposition did not occur during the related
Collection Period, an amount equal to the excess,
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if any, of the REO Imputed Interest on such REO Property for the most recently
ended calendar month, over the net income from such REO Property transferred to
the Distribution Account pursuant to Section 3.23 for distribution on such
Distribution Date. For purposes of the preceding sentence, the Monthly Payment
on each Balloon Mortgage Loan with a delinquent Balloon Payment is equal to the
assumed monthly interest payment that would have been due on the related Due
Date based on the original principal amortization schedule for the such Balloon
Mortgage Loan.
On or before 3:00 p.m. New York time on the Master Servicer Remittance
Date, the Master Servicer shall remit in immediately available funds to the
Trustee for deposit in the Distribution Account an amount equal to the aggregate
amount of Monthly Advances, if any, to be made in respect of the Mortgage Loans
and REO Properties for the related Distribution Date either (i) from its own
funds or (ii) from the Collection Account, to the extent of funds held therein
for future distribution (in which case it will cause to be made an appropriate
entry in the records of Collection Account that amounts held for future
distribution have been, as permitted by this Section 4.03, used by the Master
Servicer in discharge of any such Monthly Advance) or (iii) in the form of any
combination of (i) and (ii) aggregating the total amount of Monthly Advances to
be made by the Master Servicer with respect to the Mortgage Loans and REO
Properties. Any amounts held for future distribution and so used shall be
appropriately reflected in the Master Servicer's records and replaced by the
Master Servicer by deposit in the Collection Account on or before any future
Master Servicer Remittance Date to the extent that the Available Distribution
Amount for the related Distribution Date (determined without regard to Monthly
Advances to be made on the Master Servicer Remittance Date) shall be less than
the total amount that would be distributed to the Classes of Certificateholders
pursuant to Section 4.01 on such Distribution Date if such amounts held for
future distributions had not been so used to make Monthly Advances. The Trustee
will provide notice to the Master Servicer and the Certificate Insurer by
telecopy by the close of business on any Master Servicer Remittance Date in the
event that the amount remitted by the Master Servicer to the Trustee on such
date is less than the Monthly Advances required to be made by the Master
Servicer for the related Distribution Date.
(c) The obligation of the Master Servicer to make such Monthly Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to
(d) below, and, with respect to any Mortgage Loan or REO Property, shall
continue until a Final Recovery Determination in connection therewith or the
removal thereof from the Trust Fund pursuant to any applicable provision of this
Agreement, except as otherwise provided in this Section.
(d) Notwithstanding anything herein to the contrary, no Monthly Advance
shall be required to be made hereunder by the Master Servicer if such Monthly
Advance would, if made, constitute a Nonrecoverable Monthly Advance. The
determination by the Master Servicer that it has made a Nonrecoverable Monthly
Advance or that any proposed Monthly Advance, if made, would constitute a
Nonrecoverable Monthly Advance, shall be evidenced by an Officers' Certificate
of the Master Servicer delivered to the Depositor, the Trustee and the
Certificate Insurer.
(e) If, at the close of business on the third Business Day prior to any
Distribution Date, the funds on deposit in the Distribution Account are less
than the Guaranteed Distribution for such Distribution Date, the Trustee shall
give notice by telephone or telecopy of the amount of such deficiency, confirmed
in writing in the form set forth as Exhibit A to the
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Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as
defined in the Policy), if any, at or before 10:00 a.m., New York time, on the
second Business Day prior to such Distribution Date.
SECTION 4.04. Allocation of Realized Losses.
(a) Prior to each Determination Date, the Master Servicer shall determine
as to each Mortgage Loan and REO Property: (i) the total amount of Realized
Losses, if any, incurred in connection with any Final Recovery Determinations
made during the related Collection Period; (ii) whether and the extent to which
such Realized Losses constituted Fraud Losses, Special Hazard Losses or
Extraordinary Losses; and (iii) the respective portions of such Realized Losses
allocable to interest and allocable to principal. Prior to each Determination
Date, the Master Servicer shall also determine as to each Mortgage Loan: (i) the
total amount of Realized Losses, if any, incurred in connection with any
Deficient Valuations made during the related Collection Period; and (ii) the
total amount of Realized Losses, if any, incurred in connection with Debt
Service Reductions in respect of Monthly Payments due during the related
Collection Period. The information described in the two preceding sentences that
is to be supplied by the Master Servicer shall be evidenced by an Officers'
Certificate delivered to the Trustee and the Certificate Insurer by the Master
Servicer prior to the Determination Date immediately following the end of (i) in
the case of Bankruptcy Losses allocable to interest, the Collection Period
during which any such Realized Loss was incurred, and (ii) in the case of all
other Realized Losses, the Collection Period during which any such Realized Loss
was incurred.
(b) All Realized Losses on the Mortgage Loans, other than Excess Special
Hazard Losses, Excess Fraud Losses, Excess Extraordinary Losses and Excess
Bankruptcy Losses on the Mortgage Loans shall be allocated on each Distribution
Date as follows: first, to the Net Monthly Excess Cashflow; second, to the Class
R Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; and, third, to the Class A Certificates. Any Excess Special Hazard
Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Excess Extraordinary
Losses will be allocated between the Class A Certificates and the Class R
Certificates on a PRO RATA basis. No allocations of Realized Losses pursuant to
this Section 4.04 shall affect any liability of the Certificate Insurer with
respect to such amounts under the Policy. Any allocation of Realized Losses to a
Class A Certificate or a Class R Certificate on any Distribution Date shall be
made by reducing the Certificate Principal Balance thereof by the amount so
allocated. All Realized Losses allocated to a Class of Certificates hereunder
will be allocated among the Certificates of such Class in proportion to the
Percentage Interests evidenced thereby.
As used herein, an allocation of a Realized Loss on a "PRO RATA basis"
among two or more specified Classes of Certificates means an allocation on a PRO
RATA basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date. All Realized Losses and all other losses allocated to a Class of
Certificates hereunder will be allocated among the Certificates of such Class in
proportion to the Percentage Interests evidenced thereby.
SECTION 4.05. Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee shall
comply with all federal withholding requirements respecting payments to
Certificateholders of interest
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or original issue discount that the Trustee reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for such
withholding. In the event the Trustee does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall indicate the
amount withheld to such Certificateholders.
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ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates.
(a) The Certificates in the aggregate will represent the entire beneficial
ownership interest in the Mortgage Loans and all other assets included in the
Trust Fund. At the Closing Date, the aggregate Certificate Principal Balance of
the Class A Certificates will equal the aggregate principal balance of the
Original Mortgage Loans in the Mortgage Pool as of the Cut-off Date.
The Certificates will be substantially in the forms annexed hereto as
Exhibits A-1 through A-2. The Certificates of each Class will be issuable in
registered form only, in denominations of authorized Percentage Interests as
described in the definition thereof. Each Certificate will share ratably in all
rights of the related Class.
Upon original issue, the Certificates shall be executed and delivered by
the Trustee and the Trustee shall cause the Certificates to be authenticated by
the Certificate Registrar to or upon the order of the Depositor. The
Certificates shall be executed by manual or facsimile signature on behalf of the
Trustee by an authorized signatory. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Trustee shall bind the Trustee, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificates. 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 herein
executed by the Certificate Registrar by manual signature, and such certificate
of authentication 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.
(b) The Class A Certificates shall initially be issued as one or more
Certificates registered in the name of the Depository or its nominee and, except
as provided below, registration of such Certificates may not be transferred by
the Trustee except to another Depository that agrees to hold such Certificates
for the respective Certificate Owners with Ownership Interests therein. The
Certificate Owners shall hold their respective Ownership Interests in and to
such Certificates through the book-entry facilities of the Depository and,
except as provided below, shall not be entitled to definitive, fully registered
Certificates ("Definitive Certificates") in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall only transfer the Ownership
Interests in the Book-Entry Certificates of Certificate Owners it represents or
of brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures.
The Trustee, the Master Servicer, the Depositor and the Certificate Insurer
may for all purposes (including the making of payments due on the Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the Book-Entry Certificates for the purposes
of exercising the rights of Certificateholders hereunder. The rights of
Certificate Owners with respect to the Book-Entry Certificates shall be limited
to
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those established by law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such Certificate
Owners. Multiple requests and directions from, and votes of, the Depository as
Holder of the Book-Entry Certificates with respect to any particular matter
shall not be deemed inconsistent if they are made with respect to different
Certificate Owners. The Trustee may establish a reasonable record date in
connection with solicitations of consents from or voting by Certificateholders
and shall give notice to the Depository of such record date.
If (i)(A) the Depositor advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository, and (B) 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 Depository or (iii) after the
occurrence of a Master Servicer Event of Default, Certificate Owners
representing in the aggregate not less than 51% of the Ownership Interests of
the Book-Entry Certificates advise the Trustee through the Depository, in
writing, that the continuation of a book-entry system through the Depository is
no longer in the best interests of the Certificate Owners, the Trustee shall
notify all Certificate Owners,through the Depository, 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 Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Such Definitive Certificates will be issued in minimum
denominations of $1,000, except that any beneficial ownership that was
represented by a BookEntry Certificate in an amount less than $1,000 immediately
prior to the issuance of a Definitive Certificate shall be issued in a minimum
denomination equal to the amount represented by such Book-Entry Certificate.
None of the Depositor, the Master Servicer or the Trustee shall be liable for
any delay in the 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 Depository 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.
SECTION 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to
be appointed by the Trustee in accordance with the provisions of Section 8.11 a
Certificate Register for the Certificates in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein
provided. The Trustee will initially serve as Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar may appoint, by a written
instrument delivered to the Master Servicer and the Depositor, any other bank or
trust company to act as Certificate Registrar under such conditions as the
predecessor Certificate Registrar may prescribe, provided that the predecessor
Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. If the Trustee shall
at any time not be the Certificate Registrar, the Trustee shall have and
maintain the right to inspect the Certificate Register or to obtain a copy
thereof at all reasonable times, and to rely conclusively upon a certificate of
the Certificate Registrar as to the information set forth in the Certificate
Register.
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(b) No transfer of any Residual Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and effective registration
or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of a Residual Certificate is to be made without
registration or qualification, the Trustee and the Certificate Registrar shall
each require receipt of: (i) if such transfer is purportedly being made in
reliance upon Rule 144A under the 1933 Act, written certifications from the
Certificateholder desiring to effect the transfer and from such
Certificateholder's prospective transferee, substantially in the forms attached
hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee or the Master Servicer in its capacity as
such), together with copies of the written certification(s) of the
Certificateholder desiring to effect the transfer and/or such
Certificateholder's prospective transferee upon which such Opinion of Counsel is
based, if any. None of the Depositor, the Certificate Registrar or the Trustee
is obligated to register or qualify the Residual Certificates under the 1933 Act
or any other securities laws or to take any action not otherwise required under
this Agreement to permit the transfer of such Certificates without registration
or qualification. Any Certificateholder desiring to effect the transfer of a
Residual Certificate shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar, the Master Servicer and the Certificate
Insurer against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.
(c) No transfer of a Residual Certificate or any interest therein shall be
made to (i) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or the Code (each, a "Plan") or (ii)
any Person who is directly or indirectly purchasing the Residual Certificate or
interest therein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan, unless the Trustee and the Certificate Registrar are provided
with a certification of facts or an Opinion of Counsel which establishes to the
satisfaction of each that such transfer will not result in a violation of
Section 406 of ERISA or Section 4975 of the Code or cause any of the Trustee,
the Certificate Registrar or the Master Servicer to be deemed a fiduciary of
such Plan or result in the imposition of an excise tax under Section 4975 of the
Code. In the absence of its having received the certification of facts or
Opinion of Counsel contemplated by the preceding sentence, the Trustee and the
Certificate Registrar shall require the prospective transferee of any Residual
Certificate to certify either (a) it is not a Plan, (b) that it is neither (i) a
Plan nor (ii) a Person who is directly or indirectly purchasing the Residual
Certificate on behalf of, as named fiduciary of, as trustee of, or with assets
of a Plan (including any insurance company using funds in its general or
separate accounts that may constitute "plan assets") or (c) that (i) it is an
insurance company and (ii) all of the funds to be used by it to purchase the
Certificates to be purchased by it are held in its general account and virtually
all of the assets in such general account are from the receipt of premiums for
the purchase of annuity contracts that provide in part: (A) for a benefit that
is guaranteed throughout the term of the contract, and (B) for a benefit that is
guaranteed for successive periods of at least twelve months; however, benefits
from premiums received during any twelve month period may be guaranteed only to
the end of such twelve month period, and thereafter for periods of twelve months
or more.
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(d) (i) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of Transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Residual Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Residual Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of any Residual Certificate
until its receipt of, an affidavit and agreement (a "Transfer
Affidavit and Agreement" attached hereto as Exhibit F-2) from the
proposed Transferee, in form and substance satisfactory to the
Trustee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its
Ownership Interest in the Residual Certificate that is the subject of
the proposed Transfer as a nominee, trustee or agent for any Person
that is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in a Residual Certificate, it will endeavor to
remain a Permitted Transferee, and that it has reviewed the provisions
of this Section 5.02(d) and agrees to be bound by them.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this transaction
has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Residual
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall agree (x) to require a Transfer Affidavit
and Agreement (in the form attached hereto as Exhibit F-2) from any
other Person to whom such Person attempts to transfer its Ownership
Interest in a Residual Certificate and (y) not to transfer its
Ownership Interest unless it provides a Transferor Affidavit (in the
form attached hereto as Exhibit F-2) to the Trustee stating that,
among other things, it has no actual knowledge that such other Person
is not a Permitted Transferee.
(E) Each Person holding or acquiring an Ownership Interest in a
Residual Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of temporary
Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in a Residual Certificate, if it is,
or is holding an
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Ownership Interest in a Residual Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Residual
Certificate only if it shall have received the Transfer Affidavit and
Agreement and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. In addition,
no Transfer of a Residual Certificate shall be made unless the Trustee
shall have received a representation letter from the Transferee of such
Certificate to the effect that such Transferee is a Permitted Transferee.
(iii) (A) If any purported Transferee shall become a Holder of a
Residual Certificate in violation of the provisions of this Section
5.02(d), then the last preceding Permitted Transferee shall be restored, to
the extent permitted by law, to all rights as holder thereof retroactive to
the date of registration of such 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 5.02(d) or for making any payments due on such Certificate to the
holder thereof or for taking any other action with respect to such holder
under the provisions of this Agreement.
(B) If any purported Transferee shall become a holder of a Residual
Certificate in violation of the restrictions in this Section 5.02(d) and to
the extent that the retroactive restoration of the rights of the holder of
such Residual Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Trustee shall have the right,
without notice to the holder or any prior holder of such Residual
Certificate, to sell such Residual Certificate to a purchaser selected by
the Trustee on such terms as the Trustee may choose. Such purported
Transferee shall promptly endorse and deliver each Residual Certificate in
accordance with the instructions of the Trustee. Such purchaser may be the
Trustee itself or any Affiliate of the Trustee. The proceeds of such sale,
net of the commissions (which may include commissions payable to the
Trustee or its Affiliates), expenses and taxes due, if any, will be
remitted by the Trustee to such purported Transferee. The terms and
conditions of any sale under this clause (iii)(B) shall be determined in
the sole discretion of the Trustee, and the Trustee shall not be liable to
any Person having an Ownership Interest in a Residual Certificate as a
result of its exercise of such discretion.
(iv) The Trustee shall make available to the Internal Revenue Service
and those Persons specified by the REMIC Provisions all information
necessary to compute any tax imposed (A) as a result of the Transfer of an
Ownership Interest in a Residual Certificate to any Person who is a
Disqualified Organization, including the information described in Treasury
regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5)with respect to the
"excess inclusions" of such Residual Certificate and (B) as a result of any
regulated investment company, real estate investment trust, common trust
fund, partnership, trust, estate or organization described in Section 1381
of the Code that holds an Ownership Interest in a Residual Certificate
having as among its record holders at any time
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any Person which is a Disqualified Organization. Reasonable compensation
for providing such information may be accepted by the Trustee.
(v) The provisions of this Section 5.02(d) set forth prior to this
subsection (v) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee at the expense of the party
seeking to modify, add to or eliminate any such provision the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions
will not cause such Rating Agency to downgrade its then-current
ratings of any Class of Certificates; and
(B) an Opinion of Counsel, in form and substance satisfactory to
the Trustee, to the effect that such modification of, addition to or
elimination of such provisions will not cause the Trust Fund to cease
to qualify as a REMIC and will not cause the Trust Fund to be subject
to an entity-level tax caused by the Transfer of any Residual
Certificate to a Person that is not a Permitted Transferee or (y) a
Person other than the prospective transferee to be subject to a
REMIC-tax caused by the Transfer of a Residual Certificate to a Person
that is not a Permitted Transferee.
(e) Subject to the preceding subsections, upon surrender for registration
of transfer of any Certificate at any office or agency of the Trustee maintained
for such purpose pursuant to Section 8.11, the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver, in the name of the
designated Transferee or Transferees, one or more new Certificates of the same
Class of a like aggregate Percentage Interest.
(f) At the option of the Holder thereof, any Certificate may be exchanged
for other Certificates of the same Class with authorized denominations and a
like aggregate Percentage Interest, upon surrender of such Certificate to be
exchanged at any office or agency of the Trustee maintained for such purpose
pursuant to Section 8.11. Whenever any Certificates are so surrendered for
exchange the Trustee shall execute and cause the Certificate Registrar to
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee) be duly endorsed by,
or be accompanied by a written instrument of transfer in the form satisfactory
to the Trustee and the Certificate Registrar duly executed by, the Holder
thereof or his attorney duly authorized in writing.
(g) No service charge to the Certificateholders shall be made for any
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
canceled and destroyed by the Certificate Registrar in accordance with its
customary procedures.
(i) The Trustee will cause the Certificate Registrar (unless the Trustee is
acting as Certificate Registrar) to provide notice to the Trustee of each
transfer of a Certificate
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and to provide the Trustee with an updated copy of the Certificate Register on
the first Business Day in January and June of each year, commencing January
1997.
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trustee or the
Certificate Registrar, or the Trustee and the Certificate Registrar receive
evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee and the Certificate
Registrar such security or indemnity as may be required by them to save each of
them harmless, then, in the absence of actual knowledge by the Trustee or the
Certificate Registrar that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
the same Class and of like denomination and Percentage Interest. Upon the
issuance of any new Certificate under this Section, the Trustee 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 Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the REMIC created hereunder, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.
SECTION 5.04. Persons Deemed Owners.
The Depositor, the Master Servicer, the Trustee, the Certificate Registrar,
the Certificate Insurer and any agent of any of them may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.01 and for all
other purposes whatsoever, and none of the Depositor, the Master Servicer, the
Trustee, the Certificate Registrar or any agent of any of them shall be affected
by notice to the contrary.
SECTION 5.05. Certain Available Information.
On or prior to the date of the first sale of any Residual Certificate to an
Independent third party, the Depositor shall provide to the Trustee 10 copies of
any private placement memorandum or other disclosure document used by the
Depositor in connection with the offer and sale of the Residual Certificates. In
addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof to
the Trustee, the Depositor promptly shall inform the Trustee of such event and
shall deliver to the Trustee 10 copies of the private placement memorandum or
disclosure document, as revised, amended or supplemented. The Trustee shall
maintain at its Corporate Trust Office and shall make available free of charge
during normal business hours for review by any Holder of a Certificate or any
Person identified to the Trustee as a prospective transferee of a Certificate,
originals or copies of the following items: (i) in the case of a Holder or
prospective transferee of a Residual Certificate, the private placement
memorandum or other disclosure document relating to the Residual Certificates,
in the form most recently provided to the Trustee; and (ii) in all cases, (A)
this Agreement and any amendments hereof entered into pursuant to Section 12.01,
(B) all monthly statements required to be delivered to Certificateholders of the
relevant Class pursuant to Section 4.02 since the Closing Date, and all other
notices, reports, statements and written communications delivered to the
Certificateholders of the relevant Class pursuant to this Agreement since the
Closing Date, (C) all certifications
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delivered by a Responsible Officer of the Trustee since the Closing Date
pursuant to Section 11.01(h), (D) any and all Officers' Certificates delivered
to the Trustee by the Master Servicer since the Closing Date to evidence the
Master Servicer's determination that any Monthly Advance was, or if made, would
be a Nonrecoverable Monthly Advance and (E) any and all Officers' Certificates
delivered to the Trustee by the Master Servicer since the Closing Date pursuant
to Section 4.04(a). Copies and mailing of any and all of the foregoing items
will be available from the Trustee upon request at the expense of the person
requesting the same.
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ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01. Liability of the Depositor and the Master Servicer.
The Depositor and the Master Servicer each shall be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Depositor and the Master Servicer
herein.
SECTION 6.02. Merger or Consolidation of the Depositor or the Master
Servicer.
Subject to the following paragraph, the Depositor will keep in full effect
its existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation. Subject to the following paragraph, the
Master Servicer will keep in full effect its existence, rights and franchises as
a corporation under the laws of the jurisdiction of its incorporation and its
qualification as an approved conventional seller/servicer for FNMA or FHLMC in
good standing. The Depositor and the Master Servicer each will 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, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.
The Depositor or the Master Servicer may be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Depositor or the Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be the
successor of the Depositor or the Master Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
FNMA or FHLMC; and provided further that the Rating Agencies' ratings and shadow
ratings of the Class A Certificates in effect immediately prior to such merger
or consolidation will not be qualified, reduced or withdrawn as a result thereof
(as evidenced by a letter to such effect from the Rating Agencies).
SECTION 6.03. Limitation on Liability of the Depositor, the Master Servicer
and Others.
None of the Depositor, the Master Servicer or any of the directors,
officers, employees or agents of the Depositor or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders 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 Depositor, the Master Servicer or any such
person against any breach of warranties, representations or covenants made
herein, or against any specific liability imposed on the Master Servicer
pursuant hereto, or against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties or by reason of reckless disregard of obligations and duties
hereunder. The Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or the Master Servicer may rely in good faith
on any document of any kind which, Prima Facie,
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is properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or the Master Servicer shall be indemnified
and held harmless by the Trust Fund against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense relating to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) or any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither the Depositor nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and, in its opinion, does not involve it in any expense or
liability; provided, however, that each of the Depositor and the Master Servicer
may in its discretion undertake any such action which it may deem necessary or
desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such
event, unless the Depositor or the Master Servicer acts without the consent of
the Certificate Insurer prior to a Certificate Insurer Default or without the
consent of Holders of Certificates entitled to at least 51% of the Voting Rights
after a Certificate Insurer Default, the legal expenses and costs of such action
and any liability resulting therefrom (except any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder) shall be expenses, costs and liabilities of
the Trust Fund, and the Depositor and the Master Servicer shall be entitled to
be reimbursed therefor from the Collection Account as and to the extent provided
in Section 3.11, any such right of reimbursement being prior to the rights of
the Certificateholders to receive any amount in the Collection Account.
SECTION 6.04. Limitation on Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination pursuant to the
preceding sentence permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect obtained at the expense of the
Master Servicer and delivered to the Trustee. No resignation of the Master
Servicer shall become effective until the Trustee or a successor servicer shall
have assumed the Master Servicer's responsibilities, duties, liabilities (other
than those liabilities arising prior to the appointment of such successor) and
obligations under this Agreement.
Except as expressly provided herein, the Master Servicer shall not assign
or transfer any of its rights, benefits or privileges hereunder to any other
Person, or delegate to or subcontract with, or authorize or appoint any other
Person to perform any of the duties, covenants or obligations to be performed by
the Master Servicer hereunder. If, pursuant to any provision hereof, the duties
of the Master Servicer are transferred to a successor master servicer, the
entire amount of the Servicing Fee and other compensation payable to the Master
Servicer pursuant hereto shall thereafter be payable to such successor master
servicer.
SECTION 6.05. Rights of the Depositor in Respect of the Master Servicer.
The Master Servicer shall afford the Depositor, the Trustee and the
Certificate Insurer, upon reasonable notice, during normal business hours,
access to all records maintained by the Master Servicer in respect of its rights
and obligations hereunder and access to officers
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of the Master Servicer responsible for such obligations. Upon request, the
Master Servicer shall furnish to the Depositor, the Trustee and the Certificate
Insurer its most recent financial statements and such other information relating
to its capacity to perform its obligations under this Agreement it possesses. To
the extent such information is not otherwise available to the public, the
Depositor, the Trustee and the Certificate Insurer shall not disseminate any
information obtained pursuant to the preceding two sentences without the Master
Servicer's written consent, except as required pursuant to this Agreement or to
the extent that it is appropriate to do so (i) in working with legal counsel,
auditors, taxing authorities or other governmental agencies or (ii) pursuant to
any law, rule, regulation, order, judgment, writ, injunction or decree of any
court or governmental authority having jurisdiction over the Depositor, the
Trustee, the Certificate Insurer or the Trust Fund, and in either case, the
Depositor, the Certificate Insurer or the Trustee, as the case may be, shall use
its best efforts to assure the confidentiality of any such disseminated
non-public information. The Depositor may, but is not obligated to, enforce the
obligations of the Master Servicer under this Agreement and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer under this Agreement or exercise the rights of the Master
Servicer under this Agreement; provided that the Master Servicer shall not be
relieved of any of its obligations under this Agreement by virtue of such
performance by the Depositor or its designee. The Depositor shall not have any
responsibility or liability for any action or failure to act by the Master
Servicer and is not obligated to supervise the performance of the Master
Servicer under this Agreement or otherwise.
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ARTICLE VII
DEFAULT
SECTION 7.01. Master Servicer Events of Default.
"Master Servicer Event of Default," wherever used herein, means any one of
the following events:
(i) any failure by the Master Servicer to remit to the Trustee for
distribution to the Certificateholders any payment (other than a Monthly
Advance required to be made from its own funds on any Master Servicer
Remittance Date pursuant to Section 4.03) required to be made under the
terms of the Certificates and this Agreement which continues unremedied for
a period of one Business Day after the date upon which written notice of
such failure, requiring the same to be remedied, shall have been given to
the Master Servicer by the Depositor, the Certificate Insurer or the
Trustee (in which case notice shall be provided by telecopy), or to the
Master Servicer, the Depositor, the Certificate Insurer and the Trustee by
the Holders of Certificates entitled to at least 25% of the Voting Rights;
or
(ii) any failure on the part of the Master Servicer duly to observe or
perform in any material respect any other of the covenants or agreements on
the part of the Master Servicer contained in the Certificates or in this
Agreement which continues unremedied for a period of 30 days after the
earlier of (i) the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Master Servicer by
the Depositor, the Certificate Insurer or the Trustee, or to the Master
Servicer, the Depositor, the Certificate Insurer and the Trustee by the
Holders of Certificates entitled to at least 25% of the Voting Rights and
(ii) actual knowledge of such failure by a Servicing Officer of the Master
Servicer; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law or
the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceeding, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged or unstayed for a period of
90 days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings of or
relating to it or of or relating to all or substantially all of its
property; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment
for the benefit of its creditors, or voluntarily suspend payment of its
obligations; or
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(vi) any failure of the Master Servicer to make any Monthly Advance on
any Master Servicer Remittance Date required to be made from its own funds
pursuant to Section 4.03 which continues unremedied until 12:00 noon New
York time on the Business Day immediately following the Master Servicer
Remittance Date.
Subject to Article IX, if a Master Servicer Event of Default described in
clauses (i) through (v) of this Section shall occur, then, and in each and every
such case, so long as such Master Servicer Event of Default shall not have been
remedied, the Depositor, the Certificate Insurer or the Trustee may, and at the
written direction of the Holders of Certificates entitled to at least 51% of
Voting Rights, the Trustee shall, by notice in writing to the Master Servicer
(and to the Depositor and the Certificate Insurer if given by the Trustee or to
the Trustee if given by the Depositor or the Certificate Insurer), terminate all
of the rights and obligations of the Master Servicer in its capacity as Master
Servicer under this Agreement, to the extent permitted by law, and in and to the
Mortgage Loans and the proceeds thereof. If a Master Servicer Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice in
writing to the Master Servicer, the Certificate Insurer and the Depositor,
terminate all of the rights and obligations of the Master Servicer in its
capacity as Master Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof. On or after the receipt by the Master Servicer
of such written notice, all authority and power of the Master Servicer under
this Agreement, whether with respect to the Certificates (other than as a Holder
of any Certificate) or the Mortgage Loans or the Policy or otherwise, shall pass
to and be vested in the Trustee pursuant to and under this Section, and, without
limitation, the Trustee is hereby authorized and empowered, as attorney-in-fact
or otherwise, to execute and deliver, on behalf of and at the expense of the
Master Servicer, any and all documents and other instruments and to do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees promptly (and in any event no later than
ten Business Days subsequent to such notice) to provide the Trustee with all
documents and records requested by it to enable it to assume the Master
Servicer's functions under this Agreement, and to cooperate with the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
under this Agreement, including, without limitation, the transfer within one
Business Day to the Trustee for administration by it of all cash amounts which
at the time shall be or should have been credited by the Master Servicer to the
Collection Account held by or on behalf of the Master Servicer, the Distribution
Account, the Policy Payments Account or any REO Account or Servicing Account
held by or on behalf of the Master Servicer or thereafter be received with
respect to the Mortgage Loans or any REO Property serviced by the Master
Servicer (provided, however, that the Master Servicer shall continue to be
entitled to receive all amounts accrued or owing to it under this Agreement on
or prior to the date of such termination, whether in respect of Monthly Advances
or otherwise, and shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such termination). For purposes of this Section 7.01, the
Trustee shall not be deemed to have knowledge of a Master Servicer Event of
Default unless a Responsible Officer of the Trustee assigned to and working in
the Trustee's Corporate Trust Office has actual knowledge thereof or unless
written notice of any event which is in fact such a Master Servicer Event of
Default is received by the Trustee and such notice references the Certificates,
the Trust Fund or this Agreement.
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The Master Servicer hereby covenants and agrees to act as the Master
Servicer under this Agreement for an initial term, commencing on the Closing
Date and ending on December 31, 1996, which term shall be extendable by the
Certificate Insurer for successive terms of three calendar months thereafter,
until the termination of the Trust Fund pursuant to Article X. Each such notice
of extension (a "Master Servicer Extension Notice") shall be delivered by the
Certificate Insurer to the Trustee and the Master Servicer. The Master Servicer
hereby agrees that, upon its receipt of any such Master Servicer Extension
Notice, the Master Servicer shall become bound for the duration of the term
covered by such Master Servicer Extension Notice to continue as the Master
Servicer subject to and in accordance with the other provisions of this
Agreement. The Trustee agrees that if as of the fifteenth (15th) day prior to
the last day of any term of the Master Servicer the Trustee shall not have
received any Master Servicer Extension Notice from the Certificate Insurer, the
Trustee will within five (5) days thereafter, give written notice of such
non-receipt to the Certificate Insurer and the Master Servicer. The failure of
the Certificate Insurer to deliver a Master Servicer Extension Notice by the end
of a calendar term shall result in the termination of the Master Servicer. The
foregoing provisions of this paragraph shall not apply to the Trustee in the
event the Trustee succeeds to the rights and obligations of the Master Servicer
and the Trustee shall continue in such capacity until the earlier of the
termination of this Agreement pursuant to Article X or the appointment of a
successor master servicer.
SECTION 7.02. Trustee to Act; Appointment of Successor.
(a) On and after the time the Master Servicer receives a notice of
termination or the Master Servicer's term is not extended pursuant to Section
7.01, the Trustee shall be the successor in all respects to the Master Servicer
in its capacity as Master Servicer under this Agreement and the transactions set
forth or provided for herein and shall be subject to all the responsibilities,
duties and liabilities relating thereto and arising thereafter placed on the
Master Servicer (except for any representations or warranties of the Master
Servicer under this Agreement, the responsibilities, duties and liabilities
contained in Section 2.03(c) and its obligation to deposit amounts in respect of
losses pursuant to Section 3.12) by the terms and provisions hereof including,
without limitation, the Master Servicer's obligations to make Monthly Advances
pursuant to Section 4.03; provided, however, that if the Trustee is prohibited
by law or regulation from obligating itself to make advances regarding
delinquent mortgage loans, then the Trustee shall not be obligated to make
Monthly Advances pursuant to Section 4.03; and provided further, that any
failure to perform such duties or responsibilities caused by the Master
Servicer's failure to provide information required by Section 7.01 shall not be
considered a default by the Trustee as successor to the Master Servicer
hereunder. As compensation therefor, the Trustee shall be entitled to the
Servicing Fees and all funds relating to the Mortgage Loans to which the Master
Servicer would have been entitled if it had continued to act hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or if it is prohibited by law from making
advances regarding delinquent mortgage loans or if the Certificate Insurer or if
the Holders of Certificates entitled to at least 51% of the Voting Rights so
request in writing to the Trustee, promptly appoint, with the consent of the
Certificate Insurer, or petition a court of competent jurisdiction to appoint,
an established mortgage loan servicing institution acceptable to each Rating
Agency and the Certificate Insurer and having a net worth of not less than
$15,000,000, as the successor to the Master Servicer under this Agreement in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Master Servicer under this Agreement. No appointment of a successor
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to the Master Servicer under this Agreement shall be effective until the
assumption by the successor of all of the Master Servicer's responsibilities,
duties and liabilities hereunder. In connection with such appointment and
assumption described herein, 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 the Master Servicer as such hereunder. The Depositor,
the Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. Pending
appointment of a successor to the Master Servicer under this Agreement, the
Trustee shall act in such capacity as hereinabove provided.
(b) If the Master Servicer fails to remit to the Trustee for distribution
to the Certificateholders any payment required to be made under the terms of the
Certificates and this Agreement (for purposes of this Section 7.02(b), a
"Remittance") because the Master Servicer is the subject of a proceeding under
the federal Bankruptcy Code and the making of such Remittance is prohibited by
Section 362 of the federal Bankruptcy Code, the Trustee shall upon notice of
such prohibition, regardless of whether it has received a notice of termination
under Section 7.01, advance the amount of such Remittance by depositing such
amount in the Distribution Account on the related Distribution Date. The Trustee
shall be obligated to make such advance only if (i) such advance, in the good
faith judgment of the Trustee, can reasonably be expected to be ultimately
recoverable from funds which are in the custody of the Master Servicer, a
trustee in bankruptcy or a federal bankruptcy court and should have been the
subject of such Remittance absent such prohibition (the "Stayed Funds") and (ii)
the Trustee is not prohibited by law from making such advance or obligating
itself to do so. Upon remittance of the Stayed Funds to the Trustee or the
deposit thereof in the Distribution Account by the Master Servicer, a trustee in
bankruptcy or a federal bankruptcy court, the Trustee may recover the amount so
advanced, without interest, by withdrawing such amount from the Distribution
Account; however, nothing in this Agreement shall be deemed to affect the
Trustee's rights to recover from the Master Servicer's own funds interest on the
amount of any such advance. If the Trustee at any time makes an advance under
this Subsection which it later determines in its good faith judgment will not be
ultimately recoverable from the Stayed Funds with respect to which such advance
was made, the Trustee shall be entitled to reimburse itself for such advance,
without interest, by withdrawing from the Distribution Account, out of amounts
on deposit therein, an amount equal to the portion of such advance attributable
to the Stayed Funds.
SECTION 7.03. Notification to Certificateholders.
(a) Upon any termination of the Master Servicer pursuant to Section 7.01
above or any appointment of a successor to the Master Servicer pursuant to
Section 7.02 above, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Not later than the later of 60 days after the occurrence of any event,
which constitutes or which, with notice or lapse of time or both, would
constitute a Master Servicer Event of Default or five days after a Responsible
Officer of the Trustee becomes aware of the occurrence of such an event, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such occurrence, unless such default or Master Servicer Event of Default shall
have been cured or waived.
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SECTION 7.04. Waiver of Master Servicer Events of Default.
The Holders representing at least 66% of the Voting Rights evidenced by all
Classes of Certificates affected by any default or Master Servicer Event of
Default hereunder, with the written consent of the Certificate Insurer, may
waive such default or Master Servicer Event of Default; PROVIDED, HOWEVER, that
a default or Master Servicer Event of Default under clause (i) or (vi) of
Section 7.01 may be waived only by all of the Holders of the Regular
Certificates with the written consent of the Certificate Insurer. Upon any such
waiver of a default or Master Servicer Event of Default, such default or Master
Servicer Event of Default shall cease to exist and shall be deemed to have been
remedied for every purpose hereunder. No such waiver shall extend to any
subsequent or other default or Master Servicer Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of Trustee.
The Trustee, prior to the occurrence of a Master Servicer Event of Default
and after the curing of all Master Servicer Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. During a Master Servicer Event of
Default, 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. Any permissive right of the Trustee enumerated in
this Agreement shall not be construed as a duty.
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
conform to the requirements of this Agreement. If any such instrument is found
not to conform to the requirements of this Agreement in a material manner, the
Trustee shall take such action as it deems appropriate to have the instrument
corrected, and if the instrument is not corrected to the Trustee's satisfaction,
the Trustee will provide notice thereof to the Certificateholders and the
Certificate Insurer.
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 misconduct; provided, however, that:
(i) Prior to the occurrence of a Master Servicer Event of Default, and
after the curing of all such Master Servicer Events of Default which may
have occurred, the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Agreement, the Trustee
shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement against the
Trustee and, in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee that conform to the requirements of this
Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and
(iii) 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 the Certificate Insurer or Holders of
Certificates entitled to at least 25% of the Voting Rights relating 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.
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SECTION 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document reasonably 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 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 Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Certificateholders, pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing contained
herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of a Master Servicer Event of Default (which has not been cured
or waived), to exercise such of the rights and powers vested in it by this
Agreement, and to 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;
(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Agreement;
(v) Prior to the occurrence of a Master Servicer Event of Default
hereunder and after the curing of all Master Servicer Events of Default
which may have occurred, 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, unless requested
in writing to do so by the Certificate Insurer or by Holders of
Certificates entitled to at least 25% of the Voting Rights; 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 such Certificateholders or the Certificate
Insurer, the Trustee may require reasonable indemnity against such expense,
or liability from such Certificateholders as a condition to taking any such
action;
(vi) 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; and
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(vii) The Trustee shall not be personally liable for any loss
resulting from the investment of funds held in the Collection Account at
the direction of the Master Servicer pursuant to Section 3.12.
(b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
other proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.
SECTION 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
signature of the Trustee, the authentication of the Certificate Registrar on the
Certificates, the acknowledgments of the Trustee contained in Article II and the
representations and warranties of the Trustee in Section 8.12) shall be taken as
the statements of the Depositor and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations or warranties as to the
validity or sufficiency of this Agreement (other than as specifically set forth
in Section 8.12) or of the Certificates (other than the signature of the Trustee
and authentication of the Certificate Registrar on the Certificates) or of any
Mortgage Loan or related document. The Trustee shall not be accountable for the
use or application by the Depositor of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Collection Account by the Master Servicer,
other than any funds held by or on behalf of the Trustee in accordance with
Section 3.10.
SECTION 8.04. Trustee May Own Certificates.
The Trustee in its individual capacity or any other capacity may become the
owner or pledgee of Certificates with the same rights it would have if it were
not Trustee.
SECTION 8.05. Trustee's Fees and Expenses.
The Trustee shall withdraw from the Distribution Account on each
Distribution Date and pay to itself the Trustee Fee and, to the extent that the
funds therein are at anytime insufficient for such purpose, the Depositor shall
pay such fees. The Trustee and any director, officer, employee or agent of the
Trustee shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense (not including expenses, disbursements and advances
incurred or made by the Trustee, including the compensation and the expenses and
disbursements of its agents and counsel, in the ordinary course of the Trustee's
performance in accordance with the provisions of this Agreement) incurred by the
Trustee arising out of or in connection with the acceptance or administration of
its obligations and duties under this Agreement, other than any loss, liability
or expense (i) resulting from the Master Servicer's actions or omissions in
connection with this Agreement and the Mortgage Loans, (ii) that constitutes a
specific liability of the Trustee pursuant to Section 11.01(c) or (iii) any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder or as a result of a breach of the
Trustee's obligations under Article XI hereof. The Master Servicer agrees to
indemnify the Trustee from, and hold it harmless against, any loss, liability or
expense arising in respect of such Master Servicer's acts or omissions in
connection with this Agreement and the Mortgage Loans serviced by such Master
Servicer. Such indemnity
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shall survive the termination or discharge of this Agreement and the resignation
or removal of the Trustee. Any payment hereunder made by the Master Servicer to
the Trustee shall be from the Master Servicer's own funds, without reimbursement
from the related Trust Fund therefor.
SECTION 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or an association
(other than the Depositor, the Master Servicer or any Affiliate of the
foregoing) 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 at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or association publishes reports of conditions 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 association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of conditions so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
SECTION 8.07. Resignation and Removal of the Trustee.
The Trustee may at any time resign and be discharged from the trust hereby
created by giving written notice thereof to the Depositor, the Certificate
Insurer, the Master Servicer and to the Certificateholders. Upon receiving such
notice of resignation, the Depositor shall, with the written consent of the
Certificate Insurer, promptly appoint a successor trustee by written instrument,
in duplicate, which instrument shall be delivered to the resigning Trustee and
to the successor trustee. A copy of such instrument shall be delivered to the
Certificateholders, the Certificate Insurer, and the Master Servicer by the
Depositor. If no successor trustee shall have been so appointed and 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.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.06 and shall fail to resign after written request
therefor by the Depositor or the Certificate Insurer, or if at any time the
Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, which instrument shall be delivered
to the Trustee so removed and to the successor trustee. A copy of such
instrument shall be delivered to the Certificateholders, the Certificate Insurer
and the Master Servicer by the Depositor.
The Certificate Insurer or the Holders of Certificates entitled to at least
51% of the Voting Rights, with the written consent of the Certificate Insurer,
may at any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, in triplicate, signed by the Certificate Insurer or
such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Depositor, one complete set to the
Trustee so removed and one complete set to the successor so appointed. A copy of
such
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instrument shall be delivered to the Certificateholders, the Certificate Insurer
and the Master Servicer by the Depositor.
Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor trustee as provided
in Section 8.08.
SECTION 8.08. Successor Trustee.
Any successor trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Depositor, the Certificate Insurer 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 the like effect as if originally
named as trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements, as well as all
moneys, held by it hereunder, and the Depositor and the predecessor trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in
the successor trustee all such rights, powers, duties and obligations.
No successor trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 8.06 and the appointment of such successor
trustee shall not result in a downgrading of any Class of Certificates by either
Rating Agency, as evidenced by a letter from each Rating Agency.
Upon acceptance of appointment by a successor trustee as provided in this
Section, the Depositor shall mail notice of the succession of such trustee
hereunder to the Certificate Insurer and to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the Depositor fails to mail
such notice within 10 days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Depositor.
Notwithstanding anything to the contrary contained herein, so long as no
Certificate Insurer Default has occurred and is continuing, the appointment of
any successor trustee pursuant to any provision of this Agreement will be
subject to the prior written consent of the Certificate Insurer.
SECTION 8.09. Merger or Consolidation of Trustee.
Any corporation or association into which the Trustee may be merged or
converted or with which it may be consolidated or any corporation or association
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or association succeeding to the business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or association shall be eligible under the provisions of Section
8.06, 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.
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SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions hereof, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case a Master Servicer Event of Default shall have
occurred and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.
In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 8.10 all 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 or co-trustee jointly, except
to the extent that under any law of any jurisdiction in which any particular act
or acts are to be performed by the Trustee (whether as Trustee hereunder or as
successor to a defaulting Master Servicer hereunder), 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 or co-trustee at the direction of the
Trustee.
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 or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trust 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.
Any separate trustee or co-trustee 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 or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
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SECTION 8.11. Appointment of Office or Agency.
The Trustee will appoint an office or agency in the City of New York where
the Certificates may be surrendered for registration of transfer or exchange,
and presented for final distribution, and where notices and demands to or upon
the Trustee in respect of the Certificates and this Agreement may be served.
SECTION 8.12. Representations and Warranties of the Trustee.
The Trustee hereby represents and warrants to the Master Servicer, the
Depositor and the Certificate Insurer, as of the Closing Date, that:
(i) The Trustee is a banking corporation duly organized, validly
existing and in good standing under the laws of the State of New York.
(ii) The execution and delivery of this Agreement by the Trustee, and
the performance and compliance with the terms of this Agreement by the
Trustee, will not violate the Trustee's charter or bylaws or constitute a
default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material
agreement or other instrument to which it is a party or which is applicable
to it or any of its assets.
(iii) The Trustee has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Master Servicer and the Depositor, constitutes a valid,
legal and binding obligation of the Trustee, enforceable against the
Trustee in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, receivership, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) The Trustee is not in violation of, and its execution and delivery
of this Agreement and its performance and compliance with the terms of this
Agreement will not constitute a violation of, any law, any order or decree
of any court or arbiter, or any order, regulation or demand of any federal,
state or local governmental or regulatory authority, which violation, in
the Trustee's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Trustee to perform its
obligations under this Agreement or the financial condition of the Trustee.
(vi) No litigation is pending or, to the best of the Trustee's
knowledge, threatened against the Trustee which would prohibit the Trustee
from entering into this Agreement or, in the Trustee's good faith
reasonable judgment, is likely to materially and adversely affect either
the ability of the Trustee to perform its obligations under this Agreement
or the financial condition of the Trustee.
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ARTICLE IX
CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER
SECTION 9.01. Rights of the Certificate Insurer To Exercise Rights of Class
A Certificateholders.
Each of the Depositor, the Master Servicer and the Trustee, and by
accepting its Certificate, each Class A Certificateholder, agrees that unless a
Certificate Insurer Default has occurred and is continuing, the Certificate
Insurer shall have the right to exercise all rights of the Class A
Certificateholders under this Agreement (except as provided in clause (i) of the
second paragraph of Section 12.01) without any further consent of the Class A
Certificateholders, including, without limitation:
(a) the right to direct foreclosures upon Mortgage Loans upon failure
of the Master Servicer to do so;
(b) the right to require the Depositor to repurchase or substitute
for, or to require the Master Servicer to purchase, Mortgage Loans pursuant
to Section 2.03;
(c) the right to give notices of breach or to terminate the rights and
obligations of the Master Servicer as Master Servicer pursuant to Section
7.01;
(d) the right to direct the actions of the Trustee during the
continuance of a Master Servicer Event of Default pursuant to Sections 7.01
and 7.02;
(e) the right to consent to or direct any waivers of Master Servicer
Event of Defaults pursuant to Section 7.04;
(f) the right to direct the Trustee to investigate certain matters
pursuant to Section 8.02(a)(v); and
(g) the right to remove the Trustee pursuant to Section 8.07 hereof.
In addition, each Class A Certificateholder agrees that, unless a
Certificate Insurer Default has occurred and is continuing, the rights
specifically set forth above may be exercised by the Class A Certificateholders
only with the prior written consent of the Certificate Insurer.
SECTION 9.02. Trustee To Act Solely with Consent of the Certificate
Insurer.
Unless a Certificate Insurer Default has occurred and is continuing, the
Trustee shall not:
(a) agree to any amendment pursuant to Section 12.01; or
(b) undertake any litigation pursuant to Section 8.02(a)(iii);
without the prior written consent of the Certificate Insurer which consent shall
not be unreasonably withheld.
SECTION 9.03. Trust Fund and Accounts Held for Benefit of the Certificate
Insurer.
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The Trustee shall hold the Trust Fund and the Mortgage Files for the
benefit of the Certificateholders and the Certificate Insurer and all references
in this Agreement (including, without limitation, in Sections 2.01 and 2.02) and
in the Certificates to the benefit of Holders of the Certificates shall be
deemed to include the Certificate Insurer. The Trustee shall cooperate in all
reasonable respects with any reasonable request by the Certificate Insurer for
action to preserve or enforce the Certificate Insurer's rights or interests
under this Agreement and the Certificates.
The Master Servicer hereby acknowledges and agrees that it shall service
and administer the Mortgage Loans and any REO Properties, and shall maintain the
Collection Account and any REO Account, for the benefit of the
Certificateholders and for the benefit of the Certificate Insurer, and all
references in this Agreement (including, without limitation, in Sections 3.01
and 3.10) to the benefit of or actions on behalf of the Certificateholders shall
be deemed to include the Certificate Insurer. Unless a Certificate Insurer
Default has occurred and is continuing, the Master Servicer shall not terminate
any Sub-Servicing Agreements without cause without the prior consent of the
Certificate Insurer. Unless a Certificate Insurer Default has occurred and is
continuing, neither the Master Servicer nor the Depositor shall undertake any
litigation pursuant to Section 6.03 (other than litigation to enforce their
respective rights hereunder) without the prior consent of the Certificate
Insurer.
SECTION 9.04. Claims Upon the Policy; Policy Payments Account.
(a) If, by the close of business on the third Business Day prior to a
Distribution Date, the Trustee determines that a Deficiency Amount for any
Distribution Date is greater than zero, then the Trustee shall give notice to
the Certificate Insurer by telephone or telecopy of the amount of such
Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in
writing in the form set forth as Exhibit A to the Endorsement of the Policy, to
the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any,
at or before 10:00 a.m., New York time, on the second Business Day prior to such
Distribution Date. Following receipt by the Certificate Insurer of such notice
in such form, the Certificate Insurer or the Fiscal Agent will pay any amount
payable under the Policy on the later to occur of (i) 12:00 noon, New York time,
on the second Business Day following such receipt and (ii) 12:00 noon, New York
time, on the Distribution Date to which such deficiency relates, as provided in
the Endorsement to the Policy.
(b) The Trustee shall establish a separate special purpose trust account
for the benefit of Holders of the Class A Certificates and the Certificate
Insurer referred to herein as the "Policy Payments Account" over which the
Trustee shall have exclusive control and sole right of withdrawal. The Trustee
shall deposit any amount paid under the Policy in the Policy Payments Account
and distribute such amount only for purposes of payment to Holders of Class A
Certificates of the Guaranteed Distribution for which a claim was made and such
amount may not be applied to satisfy any costs, expenses or liabilities of the
Master Servicer, the Trustee or the Trust Fund. Amounts paid under the Policy
shall be transferred to the Distribution Account in accordance with the next
succeeding paragraph and disbursed by the Trustee to Holders of Class A
Certificates in accordance with Section 4.01(b) or Section 10.01, as applicable.
It shall not be necessary for such payments to be made by checks or wire
transfers separate from the checks or wire transfers used to pay the Guaranteed
Distribution with other funds available to make such payment. However, the
amount of any payment of principal of or interest on the Class A Certificates to
be paid from funds transferred from the Policy Payments Account shall
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be noted as provided in paragraph (c) below in the Certificate Register and in
the statement to be furnished to Holders of the Class A Certificates and
Residual Certificates pursuant to Section 4.02. Funds held in the Policy
Payments Account shall not be invested.
On any Distribution Date with respect to which a claim has been made under
the Policy, the amount of any funds received by the Trustee as a result of any
claim under the Policy, to the extent required to make the Guaranteed
Distribution on such Distribution Date, shall be withdrawn from the Policy
Payments Account and deposited in the Distribution Account and applied by the
Trustee, together with the other funds to be withdrawn from the Distribution
Account pursuant to Section 4.01(b) or Section 10.01, as applicable, directly to
the payment in full of the Guaranteed Distribution due on the Class A
Certificates. Funds received by the Trustee as a result of any claim under the
Policy shall be deposited by the Trustee in the Policy Payments Account and used
solely for payment to the Holders of the Class A Certificates and may not be
applied to satisfy any costs, expenses or liabilities of the Master Servicer,
the Trustee or the Trust Fund. Any funds remaining in the Policy Payments
Account on the first Business Day following a Distribution Date shall be
remitted to the Certificate Insurer, pursuant to the instructions of the
Certificate Insurer, by the end of such Business Day.
(c) The Trustee shall keep a complete and accurate record of the amount of
interest and principal paid in respect of any Class A Certificate from moneys
received under the Policy. The Certificate Insurer shall have the right to
inspect such records at reasonable times during normal business hours upon one
Business Day's prior notice to the Trustee.
(d) The Trustee shall promptly notify the Certificate Insurer and Fiscal
Agent of any proceeding or the institution of any action, of which a Responsible
Officer of the Trustee has actual knowledge, seeking the avoidance as a
preferential transfer under applicable bankruptcy, insolvency, receivership or
similar law (a "Preference Claim") of any distribution made with respect to the
Class A Certificates. Each Class A Certificateholder, by its purchase of Class A
Certificates, the Master Servicer and the Trustee hereby agree that the
Certificate Insurer (so long as no Certificate Insurer Default has occurred and
is continuing) may at any time during the continuation of any proceeding
relating to a Preference Claim direct all matters relating to such Preference
Claim, including, without limitation, (i) the direction of any appeal of any
order relating to such Preference Claim and (ii) the posting of any surety,
supersedeas or performance bond pending any such appeal. In addition and without
limitation of the foregoing, the Certificate Insurer shall be subrogated to the
rights of the Master Servicer, the Trustee and each Class A Certificateholder in
the conduct of any such Preference Claim, including, without limitation, all
rights of any party to an adversary proceeding action with respect to any court
order issued in connection with any such Preference Claim.
SECTION 9.05 Effect of Payments by the Certificate Insurer; Subrogation.
Anything herein to the contrary notwithstanding, any payment with respect
to principal of or interest on any of the Class A Certificates which is made
with moneys received pursuant to the terms of the Policy shall not be considered
payment of such Class A Certificates from the Trust Fund and shall not result in
the payment of or the provision for the payment of the principal of or interest
on such Class A Certificates within the meaning of Section 4.01. The Depositor,
the Master Servicer and the Trustee acknowledge, and each Holder by its
acceptance of a Certificate agrees, that without the need for any further action
on the part of the Certificate Insurer, the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar (a) to the extent the Certificate Insurer
makes payments, directly or indirectly, on account of principal of
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or interest on any Class A Certificates to the Holders of such Certificates, the
Certificate Insurer will be fully subrogated to the rights of such Holders to
receive such principal and interest from the Trust Fund and (b) the Certificate
Insurer shall be paid such principal and interest but only from the sources and
in the manner provided herein for the payment of such principal and interest.
The Trustee and the Master Servicer shall cooperate in all respects with
any reasonable request by the Certificate Insurer for action to preserve or
enforce the Certificate Insurer's rights or interests under this Agreement
without limiting the rights or affecting the interests of the Holders as
otherwise set forth herein.
SECTION 9.06. Notices to the Certificate Insurer.
All notices, statements, reports, certificates or opinions required by this
Agreement to be sent to any other party hereto or to any of the
Certificateholders shall also be sent to the Certificate Insurer.
SECTION 9.07. Third-Party Beneficiary.
The Certificate Insurer shall be a third-party beneficiary of this
Agreement, entitled to enforce the provisions hereof as if a party hereto.
SECTION 9.08. Trustee to Hold the Policy.
The Trustee will hold the Policy in trust as agent for the Holders of the
Class A Certificates for the purpose of making claims thereon and distributing
the proceeds thereof. Neither the Policy nor the amounts paid on the Policy will
constitute part of the Trust Fund or assets of the REMIC created by this
Agreement. Each Holder of Class A Certificates, by accepting its Class A
Certificates, appoints the Trustee as attorney-in-fact for the purpose of making
claims on the Policy.
SECTION 9.09. Termination of the Master Servicer
Notwithstanding anything this Agreement to the contrary, the Certificate
Insurer may terminate the Master Servicer at such time as permitted under any
separate agreements between them so long as no Certificate Insurer Default has
occurred and is continuing.
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ARTICLE X
TERMINATION
SECTION 10.01 Termination Upon Repurchase or Liquidation of All Mortgage
Loans.
Subject to Section 10.02, the respective obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer and the Trustee
(other than the obligations of the Master Servicer to the Trustee pursuant to
Section 8.05 and of the Master Servicer to provide for and the Trustee to make
payments to Certificateholders as hereafter set forth) shall terminate upon
payment to the Certificateholders and the deposit of all amounts held by or on
behalf of the Trustee and required hereunder to be so paid or deposited on the
Distribution Date coinciding with or following the earlier to occur (i) the
purchase by the Terminator (as defined below) of all Mortgage Loans and each REO
Property remaining in the Trust Fund at a price equal to the greater of (A) the
aggregate Purchase Price of all the Mortgage Loans included in the Trust Fund,
plus the appraised value of each REO Property, if any, included in the Trust
Fund, such appraisal to be conducted by an appraiser mutually agreed upon by the
Terminator and the Trustee in their reasonable discretion (and approved by the
Certificate Insurer in its reasonable discretion) and (B) the aggregate fair
market value of all of the assets of the Trust Fund (as determined by such the
Terminator, the Certificate Insurer (to the extent the Certificate Insurer is
not the Terminator) and the Trustee, as of the close of business on the third
Business Day next preceding the date upon which notice of any such termination
is furnished to Certificateholders pursuant to the third paragraph of this
Section 10.01) and (ii) the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund; provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James, living on the date hereof.
The Majority Class R Certificateholder shall have the right and, to the
extent the Majority Class R Certificateholder fails to exercise such right, the
Certificate Insurer shall have the right and, to the extent neither the Majority
Class R Certificateholder nor the Certificate Insurer exercises such right, the
Master Servicer shall have the right (the party exercising such right, the
"Terminator"), to purchase all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to clause (i) of the preceding paragraph no
later than the Determination Date in the month immediately preceding the
Distribution Date on which the Certificates will be retired; provided, however,
that the Terminator may elect to purchase all of the Mortgage Loans and each REO
Property remaining in the Trust Fund pursuant to clause (i) above only if the
aggregate Stated Principal Balance of the Mortgage Loans and each REO Property
remaining in the Trust Fund at the time of such election is less than 10% of the
aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
Notice of any termination shall be given promptly by the Trustee by letter
to Certificateholders and the Certificate Insurer mailed (a) in the event such
notice is given in connection with the purchase of the Mortgage Loans and each
REO Property by the Terminator, not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of the final distribution on
the Certificates or (b) otherwise during the month of such final distribution on
or before the Determination Date in such month, in each case specifying (i) the
Distribution Date upon which the Trust Fund will terminate and final payment of
the Certificates
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will be made upon presentation and surrender of Certificates at the office of
the Trustee therein designated, (ii) the amount of any such final payment, (iii)
that no interest shall accrue in respect of the Certificates from and after the
Interest Accrual Period relating to the final Distribution Date therefor and
(iv) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office of the Trustee. The Trustee shall give such notice to
the Certificate Registrar at the time such notice is given to
Certificateholders. In the event such notice is given in connection with the
purchase of all of the Mortgage Loans and each REO Property remaining in the
Trust Fund by the Terminator, the Terminator shall deliver to the Trustee for
deposit in the Distribution Account not later than the last Business Day of the
month next preceding the month of the final distribution on the Certificates an
amount in immediately available funds equal to the above-described purchase
price. Upon certification to the Trustee by a Servicing Officer (a copy of which
certification shall be delivered to the Certificate Insurer) of the making of
such final deposit, the Trustee shall promptly release to the Terminator the
Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute
all assignments, endorsements and other instruments necessary to effectuate such
transfer.
Upon presentation of the Certificates by the Certificateholders on the
final Distribution Date, the Trustee shall distribute to each Certificateholder
so presenting and surrendering its Certificates the amount otherwise
distributable on such Distribution Date in accordance with Section 4.01 in
respect of the Certificates so presented and surrendered. Any funds not
distributed to any Holder or Holders of Certificates being retired on such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust and
credited to the account of the appropriate non-tendering Holder or Holders. If
any Certificates as to which notice has been given pursuant to this Section
10.01 shall not have been surrendered for cancellation within six months after
the time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee shall, directly or through an
agent, contact the remaining related non-tendering Certificateholders concerning
surrender of their Certificates in the manner reasonably specified to the
Trustee by the Master Servicer in writing. The costs and expenses of maintaining
the funds in trust and of contacting such Certificateholders shall be paid out
of the assets remaining in the trust funds. If within two years after the second
notice any such Certificates shall not have been surrendered for cancellation,
the Trustee shall pay to the Master Servicer all amounts distributable to the
Holders thereof and the Master Servicer shall thereafter hold such amounts for
the benefit of such Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in trust or by the Master Servicer as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 10.01.
No such termination shall be permitted without the prior written consent of
the Certificate Insurer if it would result in a draw under the Policy.
Immediately following the deposit of funds in trust hereunder in respect of
the Certificates, the Trust Fund shall terminate.
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SECTION 10.02 Additional Termination Requirements.
(a) In the event that the Terminator purchases all the Mortgage Loans and
each REO Property or the final payment on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust Fund pursuant to Section
10.01, the Trust Fund shall be terminated in accordance with the following
additional requirements:
(i) The Trustee shall specify the first day in the 90-day liquidation
period in a statement attached to the Trust Fund's final Tax Return
pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all
requirements of a qualified liquidation under Section 860F of the Code and
any regulations thereunder, as evidenced by an Opinion of Counsel obtained
at the expense of the Terminator;
(ii) During such 90-day liquidation period, and at or prior to the
time of making of the final payment on the Certificates, the Trustee shall
sell all of the assets of the Trust Fund to the Terminator for cash; and
(iii) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited, to the Holders of the Residual Certificates all
cash on hand in the Trust Fund (other than cash retained to meet claims),
and the Trust Fund shall terminate at that time.
(b) At the requesting parties expense, the Majority Class R
Certificateholder shall prepare the documentation required in connection with
the adoption of a plan of liquidation of a Trust Fund pursuant to this Section
10.02.
(c) By their acceptance of Certificates, the Holders thereof hereby agree
to authorize the Trustee to specify the 90-day liquidation period for the Trust
Fund, which authorization shall be binding upon all successor
Certificateholders.
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ARTICLE XI
REMIC PROVISIONS
SECTION 11.01. REMIC Administration.
(a) The Trustee shall elect to treat the Trust Fund as a REMIC under the
Code and, if necessary, under applicable state law. Such election will be made
on Form 1066 or other appropriate federal tax or information return or any
appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. For the purposes of the
REMIC election in respect of the Trust Fund, the Class A Certificates shall be
designated as the Regular Interests in the REMIC and the Residual Certificates
shall be designated as the single class of Residual Interest in the REMIC. The
Trustee shall not permit the creation of any "interests" in the REMIC (within
the meaning of Section 860G of the Code) other than the interests represented by
the Certificates.
(b) The Closing Date is hereby designated as the "Startup Day" of the Trust
Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The Trustee shall pay out of its own funds, without any right of
reimbursement, any and all expenses relating to any tax audit of the Trust Fund
(including, but not limited to, any professional fees or any administrative or
judicial proceedings with respect to the Trust Fund that involve the Internal
Revenue Service or state tax authorities), other than the expense of obtaining
any tax related Opinion of Counsel except as specified herein. The Trustee, as
agent for the Trust Fund's tax matters person, shall (i) act on behalf of the
Trust Fund in relation to any tax matter or controversy involving the Trust Fund
and (ii) represent the Trust Fund in any administrative or judicial proceeding
relating to an examination or audit by any governmental taxing authority with
respect thereto. The holder of the largest Percentage Interest of the Residual
Certificates shall be designated, in the manner provided under Treasury
regulations section 1.860F-4(d) and temporary Treasury regulations section
301.6231(a)(7)-IT, as the tax matters person of the Trust Fund. By their
acceptance thereof, the holder of the largest Percentage Interest of the
Residual Certificates hereby agrees to irrevocably appoint the Trustee or an
Affiliate as its agent to perform all of the duties of the tax matters person
for the Trust Fund.
(d) The Trustee shall prepare, sign and file all of the Tax Returns in
respect of the REMIC created hereunder. The expenses of preparing and filing
such returns shall be borne by the Trustee without any right of reimbursement
therefor. The Master Servicer shall provide on a timely basis to the Trustee or
its designee such information with respect to the assets of the Trust Fund as is
in its possession and reasonably required by the Trustee to enable it to perform
its obligations under this Article.
(e) The Trustee shall perform on behalf of the Trust Fund all reporting and
other tax compliance duties that are the responsibility of the REMIC under the
Code, the REMIC Provisions or other compliance guidance issued by the Internal
Revenue Service or any state or local taxing authority. Among its other duties,
as required by the Code, the REMIC Provisions or other such compliance guidance,
the Trustee shall provide (i) to any Transferor of a Residual Certificate such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any Person who is not a Permitted
Transferee, (ii) to the Certificateholders such information or reports as are
required by the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or
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premium (using the Prepayment Assumption as required) and (iii) to the Internal
Revenue Service the name, title, address and telephone number of the person who
will serve as the representative of the Trust Fund. The Master Servicer shall
provide on a timely basis to the Trustee such information with respect to the
assets of the Trust Fund, including, without limitation, the Mortgage Loans, as
is in its possession and reasonably required by the Trustee to enable it to
perform its obligations under this subsection. In addition, the Depositor shall
provide or cause to be provided to the Trustee, within ten (10) days after the
Closing Date, all information or data that the Trustee reasonably determines to
be relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flow of the Certificates.
(f) The Trustee shall take such action and shall cause the REMIC created
hereunder to take such action as shall be necessary to create or maintain the
status thereof as a REMIC under the REMIC Provisions (and the Master Servicer
shall assist it, to the extent reasonably requested by it). The Trustee shall
not take any action, cause the Trust Fund to take any action or fail to take (or
fail to cause to be taken) any action that, under the REMIC Provisions, if taken
or not taken, as the case may be, could (i) endanger the status of the Trust
Fund as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event")
unless the Trustee has received an Opinion of Counsel, addressed to the Trustee
and the Certificate Insurer (at the expense of the party seeking to take such
action but in no event at the expense of the Trustee) to the effect that the
contemplated action will not, with respect to the REMIC created hereunder,
endanger such status or result in the imposition of such a tax, nor shall the
Master Servicer take or fail to take any action (whether or not authorized
hereunder) as to which the Trustee has advised it in writing that it has
received an Opinion of Counsel to the effect that an Adverse REMIC Event could
occur with respect to such action. In addition, prior to taking any action with
respect to the Trust Fund or the assets of the Trust Fund, or causing the Trust
Fund to take any action, which is not expressly permitted under the terms of
this Agreement, the Master Servicer will consult with the Trustee or its
designee, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with respect to the Trust Fund, and the Master Servicer
shall not take any such action or cause the Trust Fund to take any such action
as to which the Trustee has advised it in writing that an Adverse REMIC Event
could occur. The Trustee may consult with counsel to make such written advice,
and the cost of same shall be borne by the party seeking to take the action not
permitted by this Agreement, but in no event shall such cost be an expense of
the Trustee. At all times as may be required by the Code, the Trustee will
ensure that substantially all of the assets of the REMIC created hereunder will
consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
the REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the
"net income from foreclosure property" of the REMIC as defined in Section
860G(c) of the Code, on any contributions to the REMIC after the Startup Day
therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall
be charged (i) to the Trustee pursuant to Section 11.03 hereof, if such tax
arises out of or results from a breach by the Trustee of any of its obligations
under this Article
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XI, (ii) to the Master Servicer pursuant to Section 11.03 hereof, if such tax
arises out of or results from a breach by the Master Servicer of any of its
obligations under Article III or this Article XI, or otherwise (iii) against
amounts on deposit in the Distribution Account and shall be paid by withdrawal
therefrom.
(h) On or before April 15 of each calendar year, commencing April 15, 1997,
the Trustee shall deliver to the Master Servicer and each Rating Agency a
Certificate from a Responsible Officer of the Trustee stating the Trustee's
compliance with this Article XI.
(i) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to the Trust Fund on a
calendar year and on an accrual basis.
(j) Following the Startup Day, the Trustee shall not accept any
contributions of assets to the Trust Fund other than in connection with any
Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03
unless it shall have received an Opinion of Counsel to the effect that the
inclusion of such assets in the REMIC will not cause the REMIC to fail to
qualify as a REMIC at any time that any Certificates are outstanding or subject
the REMIC to any tax under the REMIC Provisions or other applicable provisions
of federal, state and local law or ordinances.
(k) Neither the Trustee nor the Master Servicer shall enter into any
arrangement by which the Trust Fund will receive a fee or other compensation for
services nor permit the REMIC to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.
SECTION 11.02. Prohibited Transactions and Activities.
None of the Depositor, the Master Servicer or the Trustee shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection
with (i) the foreclosure of a Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of the Trust Fund (iii) the termination of the
Trust Fund pursuant to Article X of this Agreement, (iv) a substitution pursuant
to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to
Article II or III of this Agreement), nor acquire any assets for the Trust Fund
(other than REO Property acquired in respect of a defaulted Mortgage Loan), nor
sell or dispose of any investments in the Collection Account or the Distribution
Account for gain, nor accept any contributions to the Trust Fund after the
Closing Date (other than a Qualified Substitute Mortgage Loan delivered in
accordance with Section 2.03), unless it has received an Opinion of Counsel,
addressed to the Certificate Insurer and the Trustee (at the expense of the
party seeking to cause such sale, disposition, substitution, acquisition or
contribution but in no event at the expense of the Trustee) that such sale,
disposition, substitution, acquisition or contribution will not (a) affect
adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to
be subject to a tax on "prohibited transactions" or "contributions" pursuant to
the REMIC Provisions.
SECTION 11.03. Master Servicer and Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Depositor, the
Certificate Insurer and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Depositor, the
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Certificate Insurer or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in this Article XI.
(b) The Master Servicer agrees to indemnify the Trust Fund, the Depositor,
the Certificate Insurer and the Trustee for any taxes and costs including,
without limitation, any reasonable attorneys' fees imposed on or incurred by the
Trust Fund, the Depositor, the Certificate Insurer or the Trustee, as a result
of a breach of the Master Servicer's covenants set forth in Article III or this
Article XI.
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ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.01. Amendment.
This Agreement may be amended from time to time by the Depositor, the
Master Servicer and the Trustee without the consent of any of the
Certificateholders, (i) to cure any ambiguity, (ii) to correct, modify or
supplement any provisions herein, or (iii) to make any other provisions with
respect to matters or questions arising under this Agreement which shall not be
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel delivered to the Trustee and
the Certificate Insurer, adversely affect in any material respect the interests
of any Certificateholder or the Certificate Insurer.
This Agreement may also be amended from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Certificate Insurer and
the Holders of Certificates entitled to at least 66% of the Voting Rights 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 of Certificates; provided, however, that no such amendment shall
(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, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner, other than as described in (i), without the
consent of the Holders of Certificates of such Class evidencing at least 66% of
the Voting Rights allocated to such Class, or (iii) modify the consents required
by the immediately preceding clauses (i) and (ii) without the consent of the
Certificate Insurer and the Holders of all Certificates then outstanding.
Notwithstanding any other provision of this Agreement, for purposes of the
giving or withholding of consents pursuant to this Section 12.01, Certificates
registered in the name of the Depositor or the Master Servicer or any Affiliate
thereof shall be entitled to Voting Rights with respect to matters affecting
such Certificates.
Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not result
in the imposition of any tax on the Trust Fund pursuant to the REMIC Provisions
or cause the Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding. Any such amendment pursuant to the first paragraph
of this Section 12.01 shall not be deemed to adversely affect in any material
respect the interests of any Certificateholder if such change is required by the
Certificate Insurer, so long as no Certificate Insurer Default has occurred and
is continuing, and the Master Servicer receives written confirmation from each
Rating Agency that such amendment will not cause such Rating Agency to reduce
the then current rating or any shadow rating of the affected Certificates.
Promptly after the execution of any such amendment the Trustee shall
furnish a copy of such amendment to each Certificateholder and the Certificate
Insurer.
It shall not be necessary for the consent of Certificateholders under this
Section 12.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and
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of evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee may prescribe.
The cost of any Opinion of Counsel to be delivered pursuant to this Section
12.01 shall be borne by the Person seeking the related amendment, but in no
event shall such Opinion of Counsel be an expense of the Trustee.
The Trustee may, but shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.
SECTION 12.02. Recordation of Agreement; Counterparts.
To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer servicing the larger aggregate principal amount of Mortgage
Loans and at the expense of the Certificateholders, but only upon direction of
the Trustee accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
SECTION 12.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No Certificateholder shall have any right to vote (except as expressly
provided for herein) 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 any 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.
No Certificateholder shall have any right by virtue 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 default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
Certificates entitled to at least 25% of the Voting Rights 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 costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 15 days
after its receipt of such notice, request and offer of indemnity, shall have
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neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and 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 whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the equal,
ratable and common 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 12.04. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
SECTION 12.05. Notices.
All directions, demands and notices hereunder shall be in writing and shall
be deemed to have been duly given when received if personally delivered at or
mailed by first class mail, postage prepaid, or by express delivery service or
delivered in any other manner specified herein, to (a) in the case of the
Depositor, Two World Financial Center, New York, New York 10048, Attention:
Merrill Lynch Mortgage Investors, Inc. (phone number (212) 449-1000), or such
other address or telecopy number as may hereafter be furnished to the Master
Servicer, the Certificate Insurer and the Trustee in writing by the Depositor,
(b) in the case of the Master Servicer, 1675 Palm Beach Lakes Blvd., West Palm
Beach, Florida 33410, Attention: David A. Holt (telecopy number: (561) 681-8186,
or such other address or telecopy number as may hereafter be furnished to the
Trustee and the Depositor in writing by the Master Servicer, (c) in the case of
the Trustee, Bankers Trust Company, 3 Park Plaza, 16th Floor, Irvine, CA 92614,
Attention: Merrill Lynch Mortgage Investors, Series 1996-1 (telecopy number
(714) 253- 7577), or such other address or telecopy number as may hereafter be
furnished to the Master Servicer and the Depositor in writing by the Trustee and
(d) in the Case of the Certificate Insurer, Financial Security Assurance Inc.,
350 Park Avenue, New York, New York 10022, Attention: Surveillance Department
(telecopy number (212) 339-3518 or (212) 339-3529) or such other address or
telecopy number as may hereafter be furnished to the Trustee, the Depositor and
the Master Servicer in writing by the Certificate Insurer. In each case in which
a notice or other communication to the Certificate Insurer refers to a Master
Servicer Event of Default or a claim under the Policy or with respect to which
failure on the part of the Certificate Insurer to respond shall be deemed to
constitute consent or acceptance, then a copy of such notice or other
communication should also be sent to the attention of the General Counsel and
the HeadFinancial Guaranty Group and shall be marked to indicate "URGENT
MATERIAL ENCLOSED". Any notice required or permitted to be given to a
Certificateholder 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 when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder also shall be mailed to the appropriate party in the manner
set forth above.
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SECTION 12.06. 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 12.07. Notice to Rating Agencies and Certificate Insurer.
The Trustee shall use its best efforts promptly to provide notice to the
Rating Agencies and the Certificate Insurer with respect to each of the
following of which it has actual knowledge:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Master Servicer Event of Default that has not
been cured or waived;
3. The resignation or termination of the Master Servicer or the Trustee;
4. The repurchase or substitution of Mortgage Loans pursuant to or as
contemplated by Section 2.03;
5. The final payment to the Holders of any Class of Certificates;
6. Any change in the location of the Collection Account or the
Distribution Account;
7. Any event that would result in the inability of the Trustee to make
advances regarding delinquent mortgage loans; and
8. Any Certificate Insurer Default that has not been cured.
In addition, the Trustee shall promptly furnish to each Rating Agency and
the Certificate Insurer copies of each report to Certificateholders described in
Section 4.02 and the Master Servicer shall promptly furnish to each Rating
Agency copies of the following:
1. Each annual statement as to compliance described in Section 3.20; and
2. Each annual independent public accountants' servicing report described
in Section 3.21.
Any such notice pursuant to this Section 12.07 shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
first class mail, postage prepaid, or by express delivery service to Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007, and to
Standard & Poor's Ratings Services, 25 Broadway, New York, New York 10004, or
such other addresses as the Rating Agencies may designate in writing to the
parties hereto.
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SECTION 12.08. Article and Section References.
All article and section references used in this Agreement, unless otherwise
provided, are to articles and sections in this Agreement.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, in each case as of the day and year first above written.
MERRILL LYNCH MORTGAGE
INVESTORS, INC.,
as Depositor
By:_______________________________
Name:_____________________________
Title:____________________________
BERKELEY FEDERAL BANK & TRUST
FSB
as Master Servicer
By:_______________________________
Name:_____________________________
Title:____________________________
BANKERS TRUST COMPANY
as Trustee
By:_______________________________
Name:_____________________________
Title:____________________________
<PAGE>
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ____ day of September 1996, before me, a notary public in and for
said State, personally appeared ___________________________________, known to me
to be a[n] _________________________________________ of Merrill Lynch Mortgage
Investors, Inc., one of the corporations 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 and affixed my official
seal the day and year in this certificate first above written.
_______________________________
Notary Public
[Notarial Seal]
<PAGE>
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the _____ day of September 1996, before me, a notary public in and for
said State, personally appeared ____________________________________, known to
me to be a ___________________________ of Berkeley Federal Bank & Trust FSB, one
of the corporations 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 and affixed my official
seal the day and year in this certificate first above written.
_______________________________
Notary Public
[Notarial Seal]
<PAGE>
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 27th day of September 1996, before me, a notary public in and for
said State, personally appeared , known to me to be an [Assistant Treasurer] of
Bankers Trust Company, one of the corporations 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 and affixed my official
seal the day and year in this certificate first above written.
________________________________
Notary Public
[Notarial Seal]
<PAGE>
<PAGE>
EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
Series 1996-1, Class A
Pass-Through Rate: Variable
Date of Pooling and Servicing Agreement
and Cut-off Date: September 1, 1996
First Distribution Date: October 25, 1996
No. 1
Aggregate Certificate Principal Balance of
the Class A Certificates as of the Issue Date:
$______________
Denomination: $___________
Master Servicer: Berkeley Federal Bank &
Trust FSB
Trustee: Bankers Trust Company
Issue Date: September 26, 1996
CUSIP: ___________
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN BELOW.
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-1-
MORTGAGE LOAN ASSET BACKED CERTIFICATE
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional one- to four-family first
mortgage loans formed and sold by
MERRILL LYNCH MORTGAGE INVESTORS, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
MERRILL LYNCH MORTGAGE INVESTORS, INC., THE MASTER SERVICER, THE TRUSTEE
OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A Certificates) in
that certain beneficial ownership interest evidenced by all the Class A
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to the
Holders of Class A Certificates on such Distribution Date pursuant to the
Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date and is the registered owner of Class A Certificates the
aggregate initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Trustee may deduct a reasonable wire transfer fee
from any payment made by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee for that
purpose as provided in the Agreement.
The Pass-Through Rate on the Class A Certificates on each
Distribution Date after the first Distribution Date will be a rate per annum
equal to the lesser of (i) One-Month LIBOR (as defined in the Agreement) plus
0.35%, in the case of each Distribution Date
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through and including the Distribution Date on which the aggregate Stated
Principal Balance (as defined herein) of the Mortgage Loans is reduced to 10% or
less of the Cut-off Date Pool Principal Balance, or One-Month LIBOR plus 0.75%
per annum, in the case of any Distribution Date thereafter and (ii) the
Available Funds Pass-Through Rate for such Distribution Date. For the first
Distribution Date, the Pass-Through Rate on the Class A Certificates will be
approximately 5.9125% per annum.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Loan Asset Backed Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class A Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Class A Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Accounts and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer, the Trustee and the Certificate Insurer with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights and the
Certificate Insurer. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates but with the consent of the Certificate Insurer.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
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No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the Certificate
Insurer and the Certificate Registrar and any agent of the Depositor, any Master
Servicer, the Trustee, the Certificate Insurer or the Certificate Registrar may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Trustee, the Certificate Insurer, the Certificate Registrar nor any such agent
shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the aggregate Stated Principal Balance of the Mortgage Loans at the
Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under its official seal.
Dated:
BANKERS TRUST COMPANY
[SEAL] as Trustee
By:______________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY
as Certificate Registrar
By:_______________________________
Authorized Signatory
<PAGE>
<PAGE>
-5-
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
--------------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to ____% evidenced by the within Asset-Backed Fixed
Rate and Floating Rate Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
_______________________________________________________________________________.
Dated:
__________________________________________
Signature by or on behalf of assignor
__________________________________________
Signature Guaranteed
<PAGE>
<PAGE>
-6-
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number_____________,
or, if mailed by check, to _____________________________________________________
_______________________________________________________________________________.
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.
<PAGE>
<PAGE>
-7-
EXHIBIT A-2
CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON- UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CLASS R CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CLASS R CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS CONSTITUTING THE
AVAILABLE DISTRIBUTION AMOUNT UNTIL SUCH TIME AS DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CLASS R CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN
COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE MAY
BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (1) AN AFFIDAVIT TO THE
CERTIFICATE REGISTRAR AND THE TRUSTEE THAT SUCH TRANSFEREE IS NOT (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY 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, (C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING
HEREINAFTER REFERRED TO AS A
<PAGE>
<PAGE>
-8-
"DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX, AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER
OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO
A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION,
SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R CERTIFICATE BY
ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(d) OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL
OWNERSHIP OF THIS CLASS R CERTIFICATE.
Series 1996-1, Class R
Date of Pooling and Servicing Agreement
and Cut-off Date: September 1, 1996
First Distribution Date: October 25, 1996
No. 1
Percentage Interest: 100%
Aggregate Certificate Principal Balance of
the Class R Certificates as of the Issue
Date: $0.00
Master Servicer: Berkeley Federal Bank
& Trust FSB
Trustee: Bankers Trust Company
Issue Date: September 26, 1996
<PAGE>
<PAGE>
-1-
MORTGAGE LOAN ASSET BACKED CERTIFICATE
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional one- to four-family first
mortgage loans formed and sold by
MERRILL LYNCH MORTGAGE INVESTORS, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
MERRILL LYNCH MORTGAGE INVESTORS, INC., THE MASTER SERVICER, THE TRUSTEE
OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
This certifies that Berkeley Federal Bank & Trust FSB is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
R Certificates) in that certain beneficial ownership interest evidenced by all
the Class R Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to the
Holders of Class R Certificates on such Distribution Date pursuant to the
Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date and is the registered owner of Class R Certificates the
aggregate Percentage Interest of which is in excess of a 66% Percentage Interest
of the Class R Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Trustee may deduct a reasonable wire
transfer fee from any payment made by wire transfer. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose as provided in the Agreement.
<PAGE>
<PAGE>
-2-
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Loan Asset Backed Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing the
Percentage Interest specified on the face hereof.
The Class R Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Accounts and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer, the Trustee and the Certificate Insurer with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights and the
Certificate Insurer. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates but with the consent of the Certificate Insurer.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification, the Trustee and the Certificate Registrar shall require, in
order to assure compliance with such laws, either (i) that the Certificateholder
desiring to effect the transfer and such Certificateholder's prospective
transferee each execute a representation letter in the form described by the
Agreement certifying to the Trustee and the Certificate Registrar the facts
surrounding the transfer, or (ii) that the Trustee and the
<PAGE>
<PAGE>
-3-
Certificate Registrar shall require an Opinion of Counsel satisfactory to them
that such transfer may be made without such registration or qualification, which
Opinion of Counsel shall not be an expense of the Depositor, the Trustee or the
Certificate Registrar, in their respective capacities as such. None of the
Depositor, the Certificate Registrar nor the Trustee is obligated to register or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar and any Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
Except as otherwise set forth in the next succeeding paragraph, no
transfer of a Certificate or any interest therein may be made to employee
benefit plans and certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code ("Plans") or any person who is
directly or indirectly purchasing the Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan, unless the
prospective transferee provides the Trustee with an opinion of counsel which
establish to the satisfaction of the Trustee that such transfer will not result
in a violation of Section 406 of ERISA or Section 4975 of the Code or cause the
Master Servicer or Trustee to be deemed a fiduciary of such Plan or result in
the imposition of an excise tax under Section 4975 of the Code. In the absence
of its having received the opinion of counsel contemplated by the preceding
sentence, the Trustee shall (unless the next succeeding paragraph applies)
require the prospective transferee of any Certificate to certify that it is
neither (i) a Plan nor (ii) a Person who is directly or indirectly purchasing
such Certificate on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan (including any insurance company using funds in its general or
separate accounts that may constitute "plan assets").
The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of
the Agreement and to any amendment of the Agreement deemed necessary by counsel
of the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the Certificate
Insurer and the Certificate Registrar and any agent of the Depositor, any Master
Servicer, the Trustee, the Certificate Insurer or the Certificate Registrar may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Trustee, the Certificate Insurer, the Certificate Registrar nor any such agent
shall be affected by notice to the contrary.
<PAGE>
<PAGE>
-4-
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the aggregate Stated Principal Balance of the Mortgage Loans at the
Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
<PAGE>
-5-
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under its official seal.
Dated:
BANKERS TRUST COMPANY
[SEAL] as Trustee
By:_______________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY
as Certificate Registrar
By:________________________________
Authorized Signatory
<PAGE>
<PAGE>
-6-
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
--------------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to ____% evidenced by the within Asset Backed
Floating Rate Certificate and hereby authorize(s) the registration of transfer
of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
_______________________________________________________________________________.
Dated:
_________________________________________
Signature by or on behalf of assignor
_________________________________________
Signature Guaranteed
<PAGE>
<PAGE>
-7-
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number_____________,
or, if mailed by check, to _____________________________________________________
_______________________________________________________________________________.
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or_____________________________________, as its agent.
<PAGE>
<PAGE>
-8-
EXHIBIT B
FORM OF FINANCIAL GUARANTY INSURANCE POLICY
[Intentionally Omitted]
<PAGE>
<PAGE>
-1-
EXHIBIT C-1
FORM OF TRUSTEE'S INITIAL CERTIFICATION
[Date]
Merrill Lynch Mortgage Investors, Inc.
Two World Financial Center
New York, New York 10048
Berkeley Federal Bank & Trust FSB
1675 Palm Beach Lakes Blvd.
West Palm Beach, Florida 33410
Re: Pooling and Servicing Agreement, dated as of September 1, 1996,
among Merrill Lynch Mortgage Investors, Inc., Berkeley Federal Bank
& Trust FSB and Bankers Trust Company
Mortgage Loan Asset Backed Certificates, Series 1996-1
Ladies and Gentlemen:
Pursuant to Section 2.02 of the Agreement, we certify that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the exception
report annexed hereto as not being covered by this certification), (i) the
Mortgage Note included in each Mortgage File required to be delivered to us
pursuant to the Agreement is in our possession and (ii) such Mortgage Note has
been reviewed by us and appears regular on its face and relates to such Mortgage
Loan.
Attached is the Trustee's preliminary exceptions in accordance with
Section 2.02 of the Agreement. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Agreement.
The Trustee has made no independent examination of any documents contained
in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
due authorization, recordability or genuineness of any of the documents
contained in the Mortgage File of any of the Mortgage Loans identified on the
Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness
or suitability of any such Mortgage Loan.
BANKERS TRUST COMPANY
By:___________________________
Name:_________________________
Title:________________________
<PAGE>
<PAGE>
-1-
EXHIBIT C-2
FORM OF TRUSTEE FINAL CERTIFICATION
[Date]
Merrill Lynch Mortgage Investors, Inc.
Two World Financial Center
New York, New York 10048
Berkeley Federal Bank & Trust FSB
1675 Palm Beach Lakes Blvd.
West Palm Beach, Florida 33410
Re: Pooling and Servicing Agreement, dated as of September 1, 1996,
among Merrill Lynch Mortgage Investors, Inc., Berkeley Federal Bank
& Trust FSB and Bankers Trust Company
Mortgage Loan Asset Backed Certificates, Series 1996-1
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and
Servicing 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 a Custodian on its
behalf has received:
(i) the original recorded Mortgage, and the original recorded power of
attorney, if the Mortgage was executed pursuant to a power of attorney, or
a certified copy thereof in those instances where the public recording
office retains the original or where the original has been lost; and
(ii) an original recorded Assignment of the Mortgage to the Trustee
together with the original recorded Assignment or Assignments of the
Mortgage showing a complete chain of assignment from the originator, or a
certified copy of such Assignments in those instances where the public
recording retains the original or where original has been lost; and
(iii) the original lender's title insurance policy.
The Trustee has made no independent examination of any documents contained
in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in the Mortgage File of any of
the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.
BANKERS TRUST COMPANY
By:________________________
Name:______________________
Title:_____________________
<PAGE>
<PAGE>
-1-
EXHIBIT D
FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
<PAGE>
<PAGE>
-1-
MORTGAGE LOAN PURCHASE AGREEMENT
AGREEMENT, dated September 20, 1996, between Merrill Lynch Mortgage
Investors, Inc., a Delaware corporation (the "Purchaser"), and Berkeley Federal
Bank & Trust FSB, a federal savings bank (the "Seller").
Preliminary Statement
The Seller intends to sell certain fixed rate and adjustable rate
conventional residential mortgage loans, including balloon payment loans and
buydown loans (the "Mortgage Loans") to the Purchaser on the terms and subject
to the conditions set forth in this Agreement. The Purchaser intends to deposit
the Mortgage Loans into a mortgage pool comprising the trust fund. The trust
fund will be evidenced by a single series of mortgage pass-through certificates
designated as Merrill Lynch Mortgage Investors, Inc., Mortgage Loan Asset Backed
Certificates, Series 1996-1 (the "Certificates"). The Certificates shall consist
of two or more classes of certificates: (i) a senior class (the "Senior
Certificates") to be rated in the highest rating category by rating agencies
mutually acceptable to the Purchaser and the certificate insurer and fully
insured as to payments of principal and interest by the certificate insurer and
(ii) a single residual class (the "Residual Certificates") to be subordinated to
the Senior Certificates and the certificate insurer, such Residual Certificates
to be unrated and delivered to the Seller as partial consideration for the
Mortgage Loans as further described below. The Certificates will be issued
pursuant to a Pooling and Servicing Agreement, dated as of September 1, 1996
(the "Pooling and Servicing Agreement"), among the Purchaser, as depositor,
Bankers Trust Company, as trustee (the "Trustee"), and Berkeley Federal Bank &
Trust FSB, in its capacity as Master Servicer. Capitalized terms used but not
defined herein shall have the meanings set forth in the Pooling and Servicing
Agreement.
The parties hereto agree as follows:
SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on or before September 26, 1996 (the "Closing
Date"), the Mortgage Loans having an aggregate principal balance as of the close
of business on September 1, 1996 (the "Cut-off Date"), after giving effect to
payments of principal received, on or before the Cut-off Date, of approximately
$81,129,770.00 (plus or minus five percent (5%)), as evidenced by the actual
aggregate principal balance of the Mortgage Loans accepted by the Purchaser on
the Closing Date (the "Closing Balance").
SECTION 2. Mortgage Loan Schedule. The Purchaser and the Seller have
agreed upon which of the mortgage loans owned by the Seller are to be purchased
by the Purchaser pursuant to this Agreement and the Seller will prepare on or
prior to the Closing Date a final schedule describing such Mortgage Loans (the
"Closing Schedule") setting forth all of the Mortgage Loans to be purchased
under this Agreement. The Closing Schedule will conform to the requirements of
the Purchaser as set forth in this Agreement and to the definition of "Mortgage
Loan Schedule" under the Pooling and Servicing Agreement. The Closing Schedule
shall be used as the Mortgage Loan Schedule under the Pooling and Servicing
Agreement.
SECTION 3. Consideration.
(i) In consideration for the Mortgage Loans to be purchased hereunder,
the Purchaser shall, as described in Section 8, pay to the Seller an amount (the
"Purchase Price") equal to the price obtained by Merrill Lynch, Pierce, Fenner &
Smith Incorporated for the
<PAGE>
<PAGE>
-2-
Senior Certificates. The Purchase Price for the Senior Certificates shall not
include accrued interest. In addition, the Purchaser shall deliver the Residual
Certificates to the Seller.
(ii) The Purchaser or any assignee, transferee or designee of the
Purchaser shall be entitled to all payments of principal received on or after
the Cut-off Date, all other payments of principal due and collected after the
Cut-off Date, and all payments of interest on the Mortgage Loans allocable to
the period after the Cut-off Date. All payments of interest due on or before the
Cut-off Date and collected after the Cut-off Date shall belong to the Seller.
(iii) Pursuant to the Pooling and Servicing Agreement, the Purchaser
will assign all of its right, title and interest in and to the Mortgage Loans,
together with its rights under this Agreement, to the Trustee for the benefit of
the Certificateholders.
SECTION 4. Transfer of the Mortgage Loans.
(i) Possession of Mortgage Files. The Seller does hereby sell,
transfer, assign, set over and convey to the Purchaser, without recourse but
subject to the terms of this Agreement, all of its right, title and interest in,
to and under the Mortgage Loans. The contents of each Mortgage File not
delivered to the Purchaser or to any assignee, transferee or designee of the
Purchaser on or prior to the Closing Date are and shall be held in trust by the
Seller for the benefit of the Purchaser or any assignee, transferee or designee
of the Purchaser. Upon the sale of the Mortgage Loans, the ownership of each
Mortgage Note, the related Mortgage and the other contents of the related
Mortgage File is vested in the Purchaser and the ownership of all records and
documents with respect to the related Mortgage Loan prepared by or that come
into the possession of the Seller on or after the Closing Date shall immediately
vest in the Purchaser and shall be delivered immediately to the Purchaser or as
otherwise directed by the Purchaser. The Seller's records will accurately
reflect the sale of each Mortgage Loan to the Purchaser. The Seller shall
release its custody of the contents of any Mortgage File only in accordance with
written instructions from the Purchaser or any assignee, transferee or designee
of the Purchaser, except that where such release is required as incidental to
the Seller's servicing of the Mortgage Loans pursuant to the Pooling and
Servicing Agreement or is in connection with a repurchase of any such Mortgage
Loan pursuant to Section 7 hereof, such written instructions shall not be
required.
(ii) Delivery of Mortgage Loan Documents. The Seller will, at least
five (5) Business Days prior to the Closing Date, deliver or cause to be
delivered to the Purchaser or any assignee, transferee or designee of the
Purchaser each of the following documents for each Mortgage Loan:
(a) the original Mortgage Note, endorsed by the Seller in the
following form: "Pay to the order of Bankers Trust Company, as Trustee for
the registered holders of Mortgage Loan Asset Backed Certificates, Series
1996-1, without recourse", with all prior and intervening endorsements
showing a complete chain of endorsement from the originator to the Seller;
(b) the original Mortgage with evidence of recording thereon, and the
original recorded power of attorney, if the Mortgage was executed pursuant
to a power of attorney, with evidence of recording thereon or, if such
Mortgage or power
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of attorney has been submitted for recording but has not been returned
from the applicable public recording office or is not otherwise available,
a copy of such Mortgage or power of attorney, as the case may be,
certified by the Seller to be a true and complete copy of the original
submitted for recording with the recorded original to be delivered by the
Seller to the Purchaser or any assignee, transferee or designee of the
Purchaser within 90 days of the Closing Date;
(c) an original Assignment of Mortgage executed by the Seller in the
following form: "Bankers Trust Company, as Trustee for the registered
holders of Merrill Lynch Mortgage Investors, Inc., Mortgage Loan Asset
Backed Certificates, Series 1996-1";
(d) the original recorded Assignment or Assignments of the Mortgage
showing a complete chain of assignment from the originator to the Seller
or, if any such Assignment has been submitted for recording but has not
been returned from the applicable public recording office or is not
otherwise available, a copy of such Assignment certified by the Seller to
be a true and complete copy of the original submitted for recording with
the recorded original to be delivered by the Seller to the Purchaser or
any assignee, transferee or designee of the Purchaser within 90 days of
the Closing Date;
(e) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any; and
(f) the original lender's title insurance policy, together with all
endorsements or riders which were issued with or subsequent to the
issuance of such policy, insuring the priority of the Mortgage as a first
lien on the Mortgaged Property represented therein as a fee interest
vested in the mortgagor, or in the event such original title policy is
unavailable, a written commitment or uniform binder or preliminary report
of title issued by the title insurance or escrow company with the original
to be delivered by the Seller to the Purchaser or any assignee, transferee
or designee of the Purchaser within 90 days of the Closing Date.
With respect to any Mortgage Loan as to which the original Mortgage Note has
been permanently lost or destroyed and has not been replaced, the obligations of
the Mortgage Loan Seller to deliver the original Mortgage Note pursuant to
clause (a) above shall be deemed to be satisfied upon delivery to the Purchaser
or any assignee, transferee or designee of the Purchaser of a photocopy of the
original of such Mortgage Note, with an affidavit from the Mortgage Loan Seller
to follow within one Business Day certifying that the original Mortgage Note has
been lost, misplaced or destroyed, in the form of Exhibit 7 hereto.
The Seller shall be responsible for recording each of the above
documents requiring recordation. Notwithstanding anything to the contrary
contained in this Section 4, in those instances where the public recording
office has not yet returned or retains the original Mortgage, power of attorney
or Assignment after it has been recorded, the obligations of the Seller
hereunder shall be deemed to have been satisfied upon delivery not later than 90
days after the Closing Date by the Seller to the Purchaser or any assignee,
transferee or designee of the Purchaser of a copy of such Mortgage, power of
attorney or Assignment certified by the public recording office to be a true and
complete copy of the
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recorded original thereof. Upon delivery to the Seller (x) by the public
recording office of any recorded original Mortgage, power of attorney or
Assignment, or (y) by a title insurance or escrow company of any lender's title
insurance policy, the Seller promptly shall (and in no event later than five
Business Days following such receipt) deliver such document to the Purchaser or
any assignee, transferee or designee of the Purchaser. The Seller promptly shall
(and in no event later than five Business Days following the Closing Date)
submit for recording, at no expense to the Trust Fund or the Trustee, in the
appropriate public office for real property records, each Assignment referred to
in clauses (c) of this Section 4(ii). In the event that any such Assignment is
lost or returned unrecorded because of a defect therein, the Seller promptly
shall prepare a substitute Assignment or cure such defect, as the case may be,
and thereafter cause each such Assignment to be duly recorded.
(iii) Acceptance of Mortgage Loans. The documents delivered pursuant to
Section 4(ii) hereof shall be reviewed by the Purchaser or any assignee,
transferee or designee of the Purchaser at any time before or after the Closing
Date (and each document permitted to be delivered after the Closing Date within
seven days of its delivery) to ascertain that all required documents have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule. If the Purchaser or any assignee,
transferee or designee of the Purchaser discovers that any material document is
missing or is defective in any material respect, the Seller shall correct or
cure any such omission or defect or shall repurchase or substitute for the
affected Mortgage Loan in accordance with the terms of Section 7(i) hereof and
Section 2.03 of the Pooling and Servicing Agreement. At the time of such
repurchase, the Purchaser shall, in exchange for a written receipt therefor,
release such documents relating to such Mortgage Loan as are then in its
possession to the Seller.
(iv) Transfer of Interest in the Agreement. The Purchaser has the right
to assign its interest under this Agreement, in whole or in part, to the
Trustee, as may be required to effect the purposes of the Pooling and Servicing
Agreement without the consent of the Seller, and the assignee shall succeed to
the rights and obligations hereunder of the
Purchaser. Any expense reasonably incurred by or on behalf of the Purchaser or
the Trustee in connection with enforcing any obligations of the Seller under
this Agreement will be promptly reimbursed by the Seller.
(v) Examination of Mortgage Files. Not later than five (5) Business
Days prior to the Closing Date, the Seller shall either (a) deliver to the
Purchaser or to any assignee, transferee or designee of the Purchaser in escrow,
for examination, the Mortgage File pertaining to each Mortgage Loan, or (b) make
such Mortgage Files available to the Purchaser or to any assignee, transferee or
designee of the Purchaser for examination at the Seller's offices. Such
examination may be made by the Purchaser or any assignee, transferee or designee
of the Purchaser at any time before or after the Closing Date. If any such
person makes such examination prior to the Closing Date and identifies any
Mortgage Loans which do not conform to the requirements of the Purchaser as
described in this Agreement, such Mortgage Loans shall be deleted from the
Closing Schedule, and may be replaced, prior to the Closing Date, by substitute
Mortgage Loans acceptable to the Purchaser. The Purchaser may, at its option and
without notice to the Seller, purchase all or part of the Mortgage Loans without
conducting any partial or complete examination. The fact that the
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Purchaser or any assignee, transferee or designee of the Purchaser has conducted
or has failed to conduct any partial or complete examination of the Mortgage
Files shall not affect the rights of the Purchaser or any assignee, transferee
or designee of the Purchaser to demand repurchase or other relief as provided
herein or under the Pooling and Servicing Agreement.
SECTION 5. Representations and Warranties of the Seller. The Seller
hereby represents and warrants to the Purchaser that as of the Closing Date:
(a) The Seller is a federal savings bank duly organized, validly
existing and in good standing under the laws of the United States of
America and has full power and authority (i) to conduct its business as
presently conducted by it and (ii) to execute and deliver this Agreement
and perform its obligations under this Agreement. The Seller is and will
remain in compliance with the laws of each state in which any Mortgaged
Property is located to the extent necessary to perform its obligations in
respect of this Agreement.
(b) The execution and delivery of this Agreement, the performance by
the Seller of its obligations hereunder and the consummation of the
transactions contemplated hereby have been duly authorized by all
necessary action on the part of the Seller. This Agreement has been duly
executed and delivered by the Seller and constitutes a legal, valid and
binding obligation of the Seller, enforceable in accordance with its
respective terms subject to (1) bankruptcy, insolvency, reorganization or
similar laws affecting the enforcement of creditors' rights generally and
to general principles of equity and (2) public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of this
Agreement which purport to provide indemnification from securities laws
liabilities.
(c) The execution, delivery and performance of this Agreement by the
Seller, and the consummation of the transactions contemplated hereby, will
not (i) violate or conflict with any provision of the charter or bylaws of
the Seller or any law, rule, regulation, order, judgment, award,
administrative interpretation, injunction, writ, decree or the like
affecting the Seller or by which the Seller is bound or (ii) result in a
breach of or constitute a default under any indenture or other material
agreement to which the Seller is a party or by which the Seller is bound,
which in the case of either clause (i) or (ii) will have a material
adverse effect on the Seller's ability to perform its obligations under
this Agreement.
(d) No authorization, consent, approval, license, exemption or other
action by or notice to or registration or filing with any governmental
authority or administrative or regulatory body is required for either the
execution, delivery or performance of this Agreement by the Seller or the
consummation of the transactions contemplated hereby, except such as shall
have been made or obtained on or prior to the Closing Date.
(e) There are no pending or, to the best of the Seller's knowledge,
threatened actions, proceedings or investigations against the Seller
before any court, governmental arbitrator or instrumentality which (i) if
determined adversely to the
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Seller may reasonably be expected, individually or in the aggregate, to
have a material affect on the Seller's ability to perform its obligations
under this Agreement or (ii) to affect the legality, validity or
enforceability of this Agreement.
(f) The Seller is solvent and the sale of the Mortgage Loans will
not cause the Seller to become insolvent. The sale of the Mortgage Loans
is not undertaken with the intent to hinder, delay or defraud any of the
Seller's creditors.
(g) The Seller is an approved seller/servicer of residential
mortgage loans for FHLMC in good standing and is a mortgagee approved by
the Federal Housing Administration pursuant to Section 203 of the National
Housing Act. No event has occurred, including but not limited to a change
in insurance coverage, which would make the Seller unable to comply with
FHLMC or HUD eligibility requirements or which would require notification
to FHLMC or HUD.
(h) The information prepared, furnished and delivered by the Seller
to the Purchaser with respect to the Seller's loan loss, foreclosure and
delinquency experience on mortgage loans underwritten to the same
standards as the Mortgage Loans and covering mortgaged properties similar
to the Mortgaged Properties, is true and correct in all material respects
and includes adjustments for payments that are timely received but are not
honored due to insufficient funds or for any other reason.
(i) The transfer of the Mortgage Loans to the Purchaser at the
Closing Date will be treated by the Seller for financial accounting and
reporting purposes as a sale of assets.
(j) This Agreement does not contain any untrue statement of material
fact or omit to state a material fact necessary to make the statements
contained herein not misleading. The written statements, reports and other
documents prepared and furnished by the Seller, or by third parties based
on information provided by the Seller, pursuant to this Agreement or in
connection with the transactions contemplated hereby taken in the
aggregate do not contain any untrue statement of material fact or omit to
state a material fact necessary to make the statements contained therein
not misleading. No certificate of an officer, statement or other
information furnished in writing or report prepared, furnished and
delivered by the Seller to the Purchaser, any affiliate of the Purchaser
or the Trustee for use in connection with the purchase of the Mortgage
Loans and the transactions contemplated hereunder and under the Pooling
and Servicing Agreement will contain any untrue statement of a material
fact, or omit a material fact necessary to make the information,
certificate, statement or report not misleading in any material respect.
(k) The Mortgage Loans were selected from among the outstanding
mortgage loans in the Seller's portfolio as of the Closing Date
underwritten to the same standards as the Mortgage Loans and covering
mortgaged properties similar to the Mortgaged Properties and as to which
the representations and warranties set forth in this Agreement and the
Pooling and Servicing Agreement could be made and such selection was not
made in a manner so as to adversely affect the interests of the Purchaser.
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(l) The Seller has not dealt with any broker or agent or other
Person who might be entitled to a fee, commission or compensation in
connection with the transaction contemplated by this Agreement other than
the Purchaser and its affiliates.
The representations and warranties set forth in this Section 5
survive the Closing Date.
SECTION 6. Representations, Warranties and Covenants. The Seller
represents and warrants to the Purchaser, as to each Mortgage Loan sold
hereunder, as of the date hereinbelow specified or, if no such date is
specified, then as of the Closing Date, that:
(a) The Seller has good title to and is the sole owner and holder of
the Mortgage Loan;
(b) Immediately prior to the transfer and assignment to the
Purchaser, the Mortgage Note and the Mortgage Loan were not subject to an
assignment or pledge, and the Seller has full right and authority to sell
and assign the Mortgage Loan.
(c) The Seller is transferring such Mortgage Loan to the Purchaser
free and clear of any and all liens, pledges, charges or security
interests of any nature encumbering the Mortgage Loans.
(d) The information set forth on the Mortgage Loan Schedule is true
and correct in all material respects as of the Cut-off Date or such other
date as may be indicated in such schedule.
(e) Seller has acquired, serviced, collected and otherwise dealt
with each Mortgage Loan in compliance with all applicable federal, state
and local laws and regulations and the terms of the related Mortgage Note
and Mortgage.
(f) The related Mortgage Note and 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).
(g) Except as to two Mortgage Loans, as to which the related
Mortgage is a valid and enforceable second lien, the related Mortgage is a
valid and enforceable first lien on the related Mortgaged Property, which
Mortgaged Property is free and clear of all encumbrances and liens
(including mechanics liens) having priority over the first lien of the
Mortgage except for: (i) liens for real estate taxes and assessments not
yet due and payable; (ii) covenants, conditions and restrictions, rights
of way, easements and other matters of public record as of the date of
recording of such Mortgage, such exceptions appearing of record being
acceptable to mortgage lending institutions generally or specifically
reflected or considered in the lender's title insurance policy delivered
to the originator of the Mortgage Loan and referred to in the appraisal
made in connection with the origination of the related Mortgage Loan and
(iii) other matters to which like properties are commonly subject which do
not
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materially interfere with the benefits of the security intended to be
provided by such Mortgage.
(h) Any security agreement, chattel mortgage or equivalent document
related to such Mortgage Loan establishes and creates a valid and
enforceable lien on the property described herein.
(i) As of the Closing Date, each Monthly Payment required to be made
prior to August 1, 1996 has been paid and no Mortgage Loan has been
dishonored. No Mortgage Loan has been thirty or more days delinquent more
than one time in the twelve months preceding the Closing Date (assuming
that a "rolling" thirty day delinquency is considered to be one time
delinquent). In the event that a Mortgage Loan identified on Exhibit 6 has
a first Due Date on October 1, 1996, the Monthly Payment due on October 1,
1996 will be made on or before November 31, 1996.
(j) The Seller 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 under the Mortgage Loan.
(k) Except as otherwise disclosed on Exhibit 5 attached hereto and
by written instruments included in the related Mortgage File, Seller has
not impaired, waived, altered or modified the related Mortgage or Mortgage
Note in any material respect, or satisfied, canceled, rescinded or
subordinated such Mortgage or Mortgage Note in whole or in part or
released all or any material portion of the Mortgaged Property from the
lien of the Mortgage, or executed any instrument of release, cancellation,
rescission or satisfaction of the Mortgage Note or Mortgage.
(l) The Mortgage has not been satisfied as of the Cut-off Date,
cancelled or subordinated, in whole, or rescinded, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or
in part (except for a release that does not materially impair the security
of the Mortgage Loan or a release the effect of which is reflected in the
Loan-to-Value Ratio for the Mortgage Loan as set forth in the Mortgage
Loan Schedule), nor to the best of the Seller's knowledge has any
instrument been executed that would effect any such release, cancellation,
subordination or rescission;
(m) No condition exists which could given rise to any right of
rescission, set off, counterclaim, or defense including, without
limitation, the defense of usury, and no such right has been asserted.
(n) There is no proceeding pending for the total or partial
condemnation and no eminent domain proceedings pending affecting any
Mortgaged Property.
(o) Each Mortgage loan is covered by either (i) a mortgage title
insurance policy or other generally acceptable form of insurance policy
customary in the jurisdiction where the Mortgaged Property is located or
(ii) if generally acceptable in the jurisdiction where the Mortgaged
Property is located, an attorney's opinion of title given by an attorney
licensed to practice law in the jurisdiction where the Mortgaged Property
is located. All of Seller's rights under such policies, opinions or other
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instruments shall be deemed to be transferred and assigned to Purchaser
upon sale and assignment of the Mortgage Loans hereunder. The title
insurance policy has been issued by a title insurer licensed to do
business in the jurisdiction where the Mortgaged Property is located,
insuring the original lender, its successor and assigns, as to the first
priority lien of the Mortgage in the original principal amount of the
Mortgage Loan, subject to the exceptions contained in such policy. Seller
is the sole insured of such mortgagee title insurance policy, and such
mortgagee title insurance policy is in full force and effect and will be
in force and effect upon the consummation of the transactions contemplated
by this Agreement. Seller has not made and has no knowledge of any claims
made under such mortgagee title insurance policy. Seller is not aware of
any action by a prior holder and Seller has not done, by act or omission,
anything which could impair the coverage or enforceability of such
mortgagee title insurance policy or the accuracy of such attorney's
opinion of title.
(p) There is no material default, breach, violation or event of
acceleration existing under the related 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 material
default, breach, violation or event of acceleration. The Seller has not
waived any default, breach, violation or event of acceleration.
(q) With respect to any Mortgage Loan which provides for an
adjustable interest rate, all rate adjustments made by Seller have been
performed in accordance with the terms of the related Mortgage Note or
subsequent modifications, if any.
(r) There are no delinquent taxes, ground rents, water charges,
sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments or other outstanding
charges, affecting the related Mortgaged Property.
(s) (i) No foreclosure proceedings are pending against the Mortgaged
Property, and to the Seller's best knowledge, (ii) no material litigation
or lawsuit relating to the Mortgage Loan is pending and (iii) the Mortgage
Loan is not subject to any pending bankruptcy or insolvency proceeding.
(t) The Mortgage Loan obligates the mortgagor thereunder to maintain
a hazard insurance policy ("Hazard Insurance") in an amount at least equal
to the lesser of (i) the maximum insurable value of such improvements or
(ii) the principal balance of the Mortgage Loan with a standard mortgagee
clause, in either case in an amount sufficient to avoid the application of
any "co-insurance provisions", and, if it was in place at origination of
the Mortgage Loan, flood insurance, at the mortgagor's cost and expense.
If the Mortgaged Property is in an area identified in the Federal Register
by the Federal Emergency Management Agency ("FEMA") as having special
flood hazards, a flood insurance policy is in effect which met the
requirements of FEMA at the time such policy was issued. The Mortgage
obligates the Mortgagor to maintain the Hazard Insurance and, if
applicable, flood insurance policy at the Mortgagor's cost
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and expense, and on the Mortgagor's failure to do so, authorizes the
holder of the Mortgage to obtain and maintain such insurance at the
Mortgagor's cost and expense, and to seek reimbursement therefor from the
Mortgagor. The Mortgaged Property is covered by Hazard Insurance.
(u) The Mortgage Note is not and has not been secured by any
collateral except the lien on the corresponding Mortgage and the security
interest of any applicable security agreement or chattel mortgage.
(v) Except as to one Mortgage Loan which is freely assumable,
subject to any applicable laws, the Mortgage contains an enforceable
provision 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. 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 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 or judicial foreclosure
and (ii) otherwise by judicial foreclosure. Since the date of origination
of the Mortgage Loan, the Mortgaged Property has not been subject to any
bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not
filed for protection under applicable bankruptcy laws. There is no
homestead or other exemption available to the Mortgagor that would
interfere with the right to sell the Mortgaged Property at a trustee's
sale or the right to foreclose the Mortgage. In the event the Mortgage
constitutes a deed of trust, a trustee, duly qualified under applicable
law to serve as such, as been properly designated and currently so serves
and is named in the Mortgage, and no fees or expenses are or will become
payable by Purchaser to the trustee under the deed of trust, except in
connection with a trustee's sale after default by the related Mortgagor.
The Mortgagor has not notified the Seller and the Seller has no knowledge
of any relief requested or allowed to the Mortgagor under the Soldiers and
Sailors Civil Relief Act of 1940.
(w) Except as set forth in the appraisal which forms part of the
related Mortgage File, the Mortgaged Property, normal wear and tear
excepted, is undamaged by waste, fire, earthquake or earth movement,
windstorm, flood, tornado or other casualty so as to affect materially and
adversely the value of the Mortgaged Property as security for the Mortgage
Loan or the use for which the premises were intended and the Seller has no
knowledge of any proceeding pending for the total or partial condemnation
of such Mortgage Property.
(x) There was no fraud involved in the origination of the Mortgage
Loan by the mortgagee or, to the Seller's knowledge, by the Mortgagor, any
appraiser or any other party involved in the origination of the Mortgage
Loan.
(y) Each Mortgage File contains an appraisal of the Mortgaged
Property indicating an appraised value equal to the appraised value
identified for such Mortgaged Property on the Mortgage Loan Schedule. Each
appraisal has been performed in accordance with the provisions of the
Financial Institutions Reform, Recovery and Enforcement Act of 1989.
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(z) 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) in
compliance with any and all applicable "doing business" and licensing
requirements of the laws of the state wherein the Mortgaged Property is
located.
(aa) No improvements on the related Mortgaged Property encroach on
adjoining properties (and in the case of a condominium unit, such
improvements are within the project with respect to that unit), and no
improvements on adjoining properties encroach upon the Mortgaged Property
unless there exists in the Mortgage File a title policy with endorsements
which insure against losses sustained by the insured as a result of such
encroachments.
(ab) Each Mortgage Loan was either (1) originated by the Seller or
by 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 by a mortgagee approved by the Secretary of HUD or
(2) acquired by the Seller within one month of its origination, in
substantially all cases and in no event later than three months
thereafter, and before being acquired by the Seller, was re-underwritten
according to the Seller's underwriting guidelines.
(ac) Except as otherwise set forth on Exhibit 5 attached hereto: (i)
principal payments on the Mortgage Loan commenced no more than sixty days
after the proceeds of the Mortgage Loan were disbursed and (ii) the
Mortgage Note is payable on the first day of each month.
(ad) Other than with respect to 21.8% of the fixed rate mortgage
loans, in each case by principal balance as of the Cut-off Date, which are
"balloon payment" mortgage loans, each Mortgage Loan is fully amortizing.
(ae) The Mortgage Loan bears interest at the Mortgage Interest Rate
and the Mortgage Note does not permit negative amortization.
(af) With respect to escrow deposits, if any, all such payments are
in the possession of, or under the control of, the Seller and there exist
no deficiencies in connection therewith for which customary arrangements
for repayment thereof have not been made. No escrow deposits or escrow
advances or other charges or payments due the Seller have been capitalized
under any Mortgage or the related Mortgage Note.
(ag) No Mortgage Loan contains provisions pursuant to which Monthly
Payments are: (i) paid or partially paid with funds deposited in any
separate account established by the Seller, the Mortgagor, or anyone on
behalf of the Mortgagor; (ii) paid by any source other than the Mortgagor
or (iii) except as otherwise set forth on Exhibit 5 attached hereto,
contains any other similar provisions 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.
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(ah) To the Seller's best knowledge, the Mortgaged Property is
lawfully occupied under applicable law.
(ai) Each Mortgage Loan has been underwritten in accordance with the
underwriting guidelines of the Seller in effect at the time the Mortgage
Loan was originated or purchased by the Seller with exceptions from the
underwriting guidelines exercised in a prudent manner.
(aj) No law relating to servicing, collection or notification
practices and to the Seller's knowledge no law relating to origination
practices, has been violated in connection with any Mortgage Loan
transferred to the Purchaser pursuant to this Agreement, including,
without limitation, usury, truth in lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or
disclosure laws. The Mortgage Loan has been serviced by the Seller and any
predecessor servicer in accordance with the terms of the Mortgage Note.
(ak) No Mortgage Loan was made in connection with (a) the
construction or rehabilitation of a Mortgaged Property or (b) facilitating
the trade-in or exchange of a Mortgaged Property.
(al) The Seller hereby covenants that it will not directly solicit
any Mortgagor hereunder to refinance the related Mortgage Loan.
(am) The proceeds of the Mortgage Loan have been fully disbursed to
or for the account of the Mortgagor and there is no obligation for the
Mortgagee to advance additional funds 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 have been paid, and the Mortgagor
is not entitled to any refund of any amounts paid or due to the Mortgagee
pursuant to the Mortgage Note or Mortgage.
(an) There are no mechanics' or similar liens or claims that have
been filed for work, labor or material (and no rights are outstanding that
under law could give rise to such lien) affecting the related Mortgaged
Property that are or may be liens prior to, or equal or coordinate with,
the lien of the related Mortgage.
(ao) As to each Fixed Rate Mortgage Loan, interest is calculated on
the Mortgage Note on the basis of twelve 30 day months and a 360 day year,
and, as to each Adjustable Rate Mortgage Loan, interest is calculated on
the Mortgage Note on the basis of the number of days in the related
interest accrual period.
(ap) The Mortgaged Property 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 or
high-rise condominium project, or an individual unit in a planned unit
development or a townhouse, provided, however, that any condominium
project or planned unit development shall conform with the applicable
FHLMC type II or type III requirements regarding such dwellings, and no
residence or dwelling is a mobile home or, except as to one Mortgage Loan,
a manufactured dwelling. No Mortgage Loan is secured by a leasehold
estate. If the Residential Dwelling on the Mortgaged Property is a
condominium unit or a unit in a
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planned unit development (other than a de minimis planned unit
development) such condominium or planned unit development project meets
the FHLMC's eligibility requirements.
The representations, warranties and covenants, set forth in Section
6 shall survive the Closing.
SECTION 7. Repurchase Obligation for Defective Documentation and for
Breach of Representation and Warranty.
(i) The representations and warranties contained in Sections 5 and 6
shall not be impaired by any review and examination of loan files or other
documents evidencing or relating to the Mortgage Loans or any failure on the
part of the Purchaser to review or examine such documents and shall inure to the
benefit of any assignee, transferee or designee of the Purchaser, including the
Trustee for the benefit of holders of mortgage pass-through certificates
evidencing an interest in all or a portion of the Mortgage Loans.
With respect to the representations and warranties contained herein that
are made to the knowledge or the best of knowledge of the Seller or as to which
the Seller has no knowledge (other than Section 5(e), the penultimate sentence
of Section 6(n), and the last sentence of Section 6(u)), if it is discovered
that the substance of any such representation and warranty was inaccurate as of
the date such representation and warranty was made or deemed to be made, and
such inaccuracy materially and adversely affects the value of the related
Mortgage Loan or the interest therein of the Purchaser or the Purchaser's
assignee, transferee or designee, then notwithstanding the Seller's lack of
knowledge with respect to the substance of such representation and warranty
being inaccurate at the time the representation and warranty was made, the
Seller shall take such action described in the following paragraph in respect of
such Mortgage Loan.
Upon discovery by the Seller, the Purchaser or any assignee,
transferee or designee of the Purchaser of any materially defective document in,
or that any material document is missing from, any Mortgage File or of a breach
of any of the representations and warranties contained in Section 5 or 6 that
materially and adversely affects the value of any Mortgage Loan or the interest
therein of the Purchaser or the Purchaser's assignee, transferee or designee,
the party discovering the breach shall give prompt written notice to the others.
Within sixty (60) days of its discovery or its receipt of notice of any such
missing or materially defective documentation or any such breach of a
representation and warranty, the Seller promptly shall deliver such missing
document or cure such defect or breach in all material respects, or in the event
such defect or breach cannot be cured, the Seller shall, within 120 days of its
discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan
at the Purchase Price (as such term is defined in the Pooling and Servicing
Agreement) or (ii) subject to the approval of the Purchaser, cause the removal
of such Mortgage Loan from the Trust Fund and substitute one or more Qualified
Substitute Mortgage Loans. Notwithstanding the preceding sentence, if a breach
of representation or warranty cannot reasonably be cured within 60 days after
written notice thereof, and the Seller shall have commenced to cure such breach
within such 60 day period and thereafter diligently and expeditiously proceeds
to cure the same, such 60 day period shall be extended for so long as it shall
require the Seller in the exercise of due diligence to cure such breach,
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it being agreed that no such extension shall be for a period in excess of the
lesser of 60 days or the period of time during which the Seller is required to
cure or repurchase an affected Mortgage Loan because of the REMIC Provisions or
pursuant to any sale and/or securitization agreement or arrangement it may enter
into. The Seller shall amend the Closing Schedule to reflect the withdrawal of
such Mortgage Loan from the terms of this Agreement and the Pooling and
Servicing Agreement and the addition, if any, of a Qualified Substitute Mortgage
Loan. The Seller shall deliver to the Purchaser such amended Closing Schedule
and shall deliver such other documents as are required by this Agreement or the
Pooling and Servicing Agreement within five (5) days of any such amendment. Any
repurchase pursuant to this Section 7(i) shall be accomplished by transfer to an
account designated by the Purchaser of the amount of the Purchase Price in
accordance with Section 2.03 of the Pooling and Servicing Agreement. Any
repurchase or substitution required by this Section shall be made in a manner
consistent with Section 2.03 of the Pooling and Servicing Agreement.
(ii) It is understood and agreed that the obligations of the Seller set
forth in this Section 7 to cure, repurchase or substitute for a defective
Mortgage Loan and to indemnify the Purchaser as provided in Section 17
constitute the sole remedies of the Purchaser respecting a missing or defective
document or a breach of the representations and warranties contained in Sections
5 and 6.
SECTION 8. Closing; Payment for the Mortgage Loans. The closing of
the purchase and sale of the Mortgage Loans shall be held at the New York City
office of Thacher Proffitt & Wood at 9:00 a.m. Eastern Standard Time on the
Closing Date.
The closing shall be subject to each of the following conditions:
a) All of the representations and warranties of the Seller under
this Agreement and under the Pooling and Servicing Agreement
shall be true and correct as of the Closing Date and no event
shall have occurred which, with notice or the passage of time,
would constitute a default under this Agreement or an Event of
Default under the Pooling and Servicing Agreement;
b) The Purchaser shall have received, or the Purchaser's
attorneys shall have received, in escrow (to be released from
escrow at the time of closing), all Closing Documents as
specified in Section 9 of this Agreement, in such forms as are
agreed upon and acceptable to the Purchaser, duly executed by
all signatories other than the Purchaser as required pursuant
to the respective terms thereof;
c) The Seller shall have delivered and released to the Purchaser
or to its assignee, transferee or designee, all documents
(including without limitation, the Mortgage Loans) required to
be so delivered by the Seller pursuant to Section 2.01 of the
Pooling and Servicing Agreement; and
d) All other terms and conditions of this Agreement shall have
been complied with.
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Subject to the foregoing conditions, the Purchaser shall deliver or
cause to be delivered to the Seller on the Closing Date, against delivery and
release by the Seller to the Trustee of all documents required pursuant to the
Pooling and Servicing Agreement, the consideration for the Mortgage Loans as
specified in Section 3 of this Agreement, by delivery to the Seller of the
Purchase Price in immediately available funds.
SECTION 9. Closing Documents. The Closing Documents shall consist of
the following:
a) The Pooling and Servicing Agreement, dated as of the Cut-off
Date, substantially in the form of Exhibit 1 hereto and with
such further changes therein as the Seller and the Purchaser
shall mutually agree to, together with all documents required
to be delivered thereunder; and
b) With respect to the Mortgage Loans:
1. An Officers' Certificate of the Seller, dated the Closing
Date, upon which the Purchaser, the certificate insurer
and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(the "Underwriter") may rely, in the form of Exhibit 2
hereto, and attached thereto resolutions of the board of
directors of the Seller, together with copies of the
charter, by-laws and certificate of good standing of the
Seller from the Office of Thrift Supervision;
2. An Officers' Certificate of the Seller, dated the Closing
Date, upon which the Purchaser, the certificate insurer
and the Underwriter may rely, in the form of Exhibit 3
hereto, with respect to certain facts regarding the sale
of the Mortgage Loans by the Seller to the Purchaser;
3. An Opinion of Counsel of the Seller, dated the Closing
Date and addressed to the Purchaser, the certificate
insurer and the Underwriter, substantially in the form
attached hereto as Exhibit 4;
4. A letter from Price Waterhouse LLP, dated the date hereof,
to the effect that they have performed certain specified
procedures as a result of which they determined that
certain information of an accounting, financial or
statistical nature set forth in the Purchaser's Prospectus
Supplement, dated September 20, 1996, to a Prospectus,
dated September 20, 1998 under the captions "The Mortgage
Pool" and "Pooling and Servicing Agreement -The Mortgage
Loan Seller and Master Servicer", "-Real Estate Owned" and
"-Delinquency and Foreclosures" agrees with the records of
the Seller and that the information under the captions
"Summary of Prospectus Supplement," "The Mortgage Pool,"
"Yield on the Certificates" and "Description of the
Certificates" agrees with the records of the Seller;
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5. Such opinions of counsel as the Rating Agencies, the
certificate insurer or the Trustee may request in
connection with the sale of the Mortgage Loans by the
Seller to the Purchaser or the Seller's execution and
delivery of, or performance under, this Agreement or the
Pooling and Servicing Agreement; and
6. Such further information, certificates, opinions and
documents as the Purchaser, the certificate insurer or
Underwriter may reasonably request.
SECTION 10. Costs. The Seller shall pay (or shall reimburse the
Purchaser or any other Person to the extent that the Purchaser or such other
Person shall pay) all costs and expenses incurred in connection with the
transfer and delivery of the Mortgage Loans, including without limitation
recording fees, fees for title policy endorsements and continuations, fees for
recording Assignments of Mortgage, the fees and expenses of the Seller's
accountants for delivery of the letter specified in Section 9(b)(4) above and
the Seller's attorneys, the fees, expenses and disbursements of the Trustee
under the Pooling and Servicing Agreement (other than the annual fee paid out of
the Trust Fund) and the fees, expenses and disbursements of the certificate
insurer (other than to the extent paid out of the Trust Fund as provided in the
Pooling and Servicing Agreement), any related insurance agreement or related
documents. The Seller shall pay the costs and expenses of printing (or otherwise
reproducing) and delivering the prospectus and prospectus supplement relating to
the Certificates, the Pooling and Servicing Agreement, any related insurance
agreement and related documents including the costs of printing any of the
Certificates, the initial fees, costs and expenses of the certificate insurer,
the fees and expenses of the Purchaser's counsel in connection with the
preparation of all documents relating to the securitization of the Mortgage
Loans, the filing fee charged by the Securities and Exchange Commission for
registration of the Certificates and the fees charged by any rating agency to
rate the Certificates.
SECTION 11. Servicing. The Seller has represented to the Purchaser
that the Mortgage Loans are serviced by the Seller, in its capacity as Master
Servicer, and are not subject to sub-servicing agreements with third parties,
and it is understood and agreed between the Seller and the Purchaser that the
Mortgage Loans are to be delivered free and clear of any sub-servicing
agreements with third party servicers. The Seller, without reimbursement from
the Purchaser, shall pay any fees or penalties required by any third party
servicer for releasing the Mortgage Loans from any such sub-servicing agreement
and shall arrange for the orderly transfer, as of the Cut-off Date, of such
sub-servicing from any such third party servicer to the Seller. The Mortgage
Loans shall be serviced by the Seller, in its capacity as Master Servicer, in
accordance with the terms of the Pooling and Servicing Agreement. For so long as
the Seller services the Mortgage Loans, the Seller shall be entitled to the
Servicing Fee and such other payments as provided for under the terms of the
Pooling and Servicing Agreement.
SECTION 12. Mandatory Delivery; Grant of Security Interest. The sale
and delivery on the Closing Date of the Mortgage Loans described on the Mortgage
Loan Schedule in accordance with the terms and conditions of this Agreement is
mandatory. It is specifically understood and agreed that each Mortgage Loan is
unique and identifiable on the
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date hereof and that an award of money damages would be insufficient to
compensate the Purchaser for the losses and damages incurred by the Purchaser in
the event of the Seller's failure to deliver the Mortgage Loans on or before the
Closing Date. The Seller hereby grants to the Purchaser a lien on and a
continuing security interest in the Seller's interest in each Mortgage Loan and
each document and instrument evidencing each such Mortgage Loan to secure the
performance by the Seller of its obligation hereunder, and the Seller agrees
that it holds such Mortgage Loans in custody for the Purchaser, subject to the
Purchaser's (i) right, prior to the Closing Date, to reject any Mortgage Loan to
the extent permitted by this Agreement and to require another Mortgage Loan to
be substituted therefor pursuant to Section 4 hereof, and (ii) obligation to
deliver or cause to be delivered the consideration for the Mortgage Loans
pursuant to Section 8 hereof. Any Mortgage Loans rejected by the Purchaser shall
concurrently therewith be released from the security interest created hereby.
All rights and remedies of the Purchaser under this Agreement are distinct from,
and cumulative with, any other rights or remedies under this Agreement or,
subject to Section 7(ii) hereof, afforded by law or equity and all such rights
and remedies may be exercised concurrently, independently or successively.
Notwithstanding the foregoing, if on the Closing Date, each of the
conditions set forth in Section 8 hereof shall have been satisfied and the
Purchaser shall not have paid or caused to be paid the Purchase Price, or any
such condition shall not have been waived or satisfied and the Purchaser
determines not to pay or cause to be paid the Purchase Price, the Purchaser
shall immediately effect the redelivery of the Mortgage Loans, if delivery to
the Purchaser has occurred, and the security interest created by this Section 12
shall be deemed to have been released.
SECTION 13. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered to or mailed by registered mail, postage prepaid, or
transmitted by telex, telegraph or facsimile and confirmed by a similar mailed
writing, if to the Purchaser, addressed to the Purchaser, at Two World Financial
Center, New York, New York 10281, or to such other address as the Purchaser may
designate in writing to the Seller; and if to the Seller, addressed to the
Seller at 1675 Palm Beach Lakes Boulevard, West Palm Beach, Florida 33401,
Attention: Secretary, or to such other address as the Seller may designate in
writing to the Purchaser.
SECTION 14. Severability of Provisions. Any part, provision,
representation or warranty of this Agreement which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof. Any part, provision, representation or warranty of this Agreement that
is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
<PAGE>
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SECTION 15. Agreement of Parties. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.
SECTION 16. Survival. The Seller agrees that the representations,
warranties and agreements made by it herein and in any certificate or other
instrument delivered pursuant hereto shall be deemed to be relied upon by the
Purchaser, notwithstanding any investigation heretofore or hereafter made by the
Purchaser or on the Purchaser's behalf, and that the representations, warranties
and agreements made by the Seller herein or in any such certificate or other
instrument shall survive the delivery of and payment for the Mortgage Loans and
shall continue in full force and effect, notwithstanding any restrictive or
qualified endorsement on the Mortgage Notes and notwithstanding subsequent
termination of this Agreement, the Pooling and Servicing Agreement or the Trust
Fund.
SECTION 17. Indemnification.
(i) The Seller agrees to indemnify and hold harmless the Purchaser and
each person, if any, who controls the Purchaser within the meaning of Section 15
of the 1933 Act (collectively, the "Indemnified Party") against any and all
losses, claims, expenses, damages or liabilities to which the Indemnified Party
may become subject, under the 1933 Act or otherwise, insofar as such losses,
claims, expenses, damages or liabilities (or actions in respect thereof) arise
out of or are based upon (a) any untrue statement or alleged untrue statement of
any material fact contained in the Prospectus or in the Prospectus Supplement or
the omission or the alleged omission to state therein a material fact necessary
in order to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with information furnished in writing to the Purchaser by the Seller
specifically for use therein, which shall include the information set forth in
the Prospectus Supplement on the front cover, in "Summary of Prospectus
Supplement" under the subheadings "Mortgage Loan Seller and Master Servicer" and
"The Mortgage Pool General" and under the captions "The Mortgage Pool" and
"Pooling and Servicing Agreement -The Mortgage Loan Seller and Master Servicer",
"-Real Estate Owned" and "-Delinquencies and Foreclosures" (and substantially
identical information set forth in the private placement memorandum relating to
the Residual Certificates), or (b) any representation, warranty or covenant made
by the Seller in this Agreement or in the Pooling and Servicing Agreement, on
which the Purchaser has relied, being, or alleged to be, untrue or incorrect in
any material respects; provided, however, that to the extent that any such
losses, claims, expenses, damages or liabilities to which the Indemnified Party
may become subject arise out of or are based upon both (1) statements,
omissions, representations, warranties or covenants of the Seller described in
clause (a) or (b) above and (2) any other factual basis, the Seller shall
indemnify and hold harmless the Indemnified Party only to the extent that the
losses, claims, expenses, damages or liabilities of the person or persons
asserting the claim are determined to arise from or be based upon matters set
forth in clause (1) above. This indemnity agreement will be in addition to any
liability which the Seller may otherwise have.
<PAGE>
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(ii) Promptly after receipt by the Indemnified Party of notice of
the commencement of any such action, the Indemnified Party will, if a claim in
respect thereof is to be made against the Seller under this Section 17, promptly
notify the Seller in writing of the commencement thereof. In case any such
action is brought against the Indemnified Party, and it notifies the Seller of
the commencement thereof, the Seller shall be entitled to appoint counsel of the
Seller's choice at the Seller's expense to represent the Indemnified Party in
any action for which indemnification is sought (in which case the Seller shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the Indemnified Party except as set forth below); provided, however,
that such counsel shall be satisfactory to the Indemnified Party.
Notwithstanding the Seller's election to appoint counsel to represent the
Indemnified Party in an action, the Indemnified Party shall have the right to
employ separate counsel (including local counsel), and the Seller shall bear the
reasonable fees, costs and expenses of such separate counsel if (i) the use of
counsel chosen by the Seller to represent the Indemnified Party would present
such counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such action include both the Indemnified Party
and the Seller and the Indemnified Party shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Seller, (iii) the Seller shall not have
employed counsel satisfactory to the Indemnified Party to represent the
Indemnified Party within a reasonable time after notice of the institution of
such action or (iv) the Seller shall authorize the Indemnified Party to employ
separate counsel at the expense of the Seller. The Seller will not, without the
prior written consent of the Indemnified Party, settle or compromise or consent
to the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the Indemnified Party is an actual or
potential party to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each Indemnified Party from all
liability arising out of such claim, action, suit or proceeding. In addition,
for so long as the Seller is covering all costs and expenses of the Indemnified
Party as provided herein, no Indemnified Party will settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder without the consent of the Seller, which
consent shall not be unreasonably withheld.
(iii) Nothing in this Agreement shall be construed to allow an
Indemnified Party to recover punitive damages or consequential damages from the
Seller, provided however, that this Section shall not limit indemnification of
any Indemnified Party for damages (however construed) actually recovered from an
Indemnified Party by third parties.
SECTION 18. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS (INCLUDING THE CHOICE OF LAW PROVISIONS)
AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY
TO THIS AGREEMENT.
<PAGE>
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SECTION 19. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. This Agreement
supersedes all prior agreements and understandings relating to the subject
matter hereof. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans by the Seller to the Purchaser as provided in Section 4
hereof be, and be construed as, a sale of the Mortgage Loans by the Seller to
the Purchaser and not as a pledge of the Mortgage Loans by the Seller to the
Purchaser to secure a debt or other obligation of the Seller. However, in the
event that, notwithstanding the aforementioned intent of the parties, the
Mortgage Loans are held to be property of the Seller, then, (a) it is the
express intent of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof
shall be deemed to be a grant by the Seller to the Purchaser of a security
interest in all of the Seller's right, title and interest in and to the Mortgage
Loans and all amounts payable to the holders of the Mortgage Loans in accordance
with the terms thereof and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Collection Account whether
in the form of cash, instruments, securities or other property; (3) the
possession by the Purchaser or its agent of Mortgage Notes, the related
Mortgages and such other items of property that constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession by the
secured party" for purposes of perfecting the security interest pursuant to
Section 9-305 of the New York Uniform Commercial Code; and (4) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Purchaser for the purpose of perfecting
such security interest under applicable law. Any assignment of the interest of
the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be an
assignment of any security interest created hereby. The Seller and the Purchaser
shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement and the Pooling and
Servicing Agreement.
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IN WITNESS WHEREOF, the Purchaser and the Seller have caused their
names to be signed by their respective officers thereunto duly authorized as of
the date first above written.
MERRILL LYNCH MORTGAGE
INVESTORS, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
BERKELEY FEDERAL BANK & TRUST
FSB
By:___________________________________
Name:_________________________________
Title:________________________________
<PAGE>
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EXHIBIT 1
FORM OF POOLING AND SERVICING AGREEMENT
[Intentionally Omitted]
<PAGE>
<PAGE>
EXHIBIT 2
OFFICER'S CERTIFICATE
I, ________________, hereby certify that I am the duly elected
_____________ of Berkeley Federal Bank & Trust FSB, a federal savings bank (the
"Seller"), and further certify, on behalf of the Seller, as follows:
1. Attached hereto is a true and correct copy of the Certificate of
Incorporation and By-laws of the Seller, all of which are in full force
and effect on the date hereof. There has been no amendment or other
document filed affecting the Certificate of Incorporation of the Seller
since ___________, 19__, and no such amendment has been authorized. There
has been no amendment or other document filed affecting the By-laws of the
Seller since ____________, 19__, and no such amendment has been
authorized. Attached hereto is a good standing certificate issued by the
Office of Thrift Supervision with respect to the Seller. No event has
occurred since the date thereof that has affected the good standing of the
Seller under the laws of the United States.
2. There are no actions, suits or proceedings pending or, to the
best of my knowledge, threatened against or affecting the Seller that, if
adversely determined, individually or in the aggregate, would adversely
affect the Seller's ability to perform its obligations under the Mortgage
Loan Purchase Agreement (the "Mortgage Loan Purchase Agreement"), dated
September 20, 1996, between the Seller and Merrill Lynch Mortgage
Investors, Inc. (the "Purchaser") or the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of September 1, 1996,
among the Purchaser as Depositor, the Seller as Master Servicer and
Bankers Trust Company as Trustee. No proceedings looking toward merger,
consolidation or liquidation, dissolution or bankruptcy of the Seller are
pending or contemplated.
3. Each person who, as an officer or representative of the Seller,
signed the Mortgage Loan Purchase Agreement, the Pooling and Servicing
Agreement and any other document delivered prior hereto or on the date
hereof in connection with the purchase described in the Mortgage Loan
Purchase Agreement was, at the respective times of such signing and
delivery, and is now, duly elected or appointed, qualified and acting as
such officer or representative, and the signatures of such persons
appearing on such documents are their genuine signatures.
4. Each of the Mortgage Loans referred to in the Mortgage Loan
Purchase Agreement and the Pooling and Servicing Agreement was originated
by the Seller or by an entity described in Section 6(aa) of the Mortgage
Loan Purchase Agreement.
5. Attached hereto is a certified true copy of the resolutions of
the Board of Directors of the Seller with respect to the sale of the
Mortgage Loans subject to the Mortgage Loan Purchase Agreement and the
Pooling and Servicing Agreement.
6. All of the representations and warranties of the Seller under the
Mortgage Loan Purchase Agreement and under the Pooling and Servicing
Agreement are true and correct in all material respects as of the Closing
Date (subject, in the case of the Closing Schedule delivered pursuant to
the Mortgage Loan Purchase Agreement, to such amendments thereto as were
duly made on or before the date hereof) and no event has occurred which,
with notice or the passage of time or both,
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would constitute a default under the Mortgage Loan Purchase Agreement or
an Event of Default under the Pooling and Servicing Agreement.
7. The information set forth in the Mortgage Loan Schedule attached
as an exhibit to the Pooling and Servicing Agreement is true and correct
in all material respects.
8. The transactions contemplated in the Mortgage Loan Purchase
Agreement will be reported as a sale in the Seller's financial reports.
9. The information contained in the Purchaser's Prospectus, dated
September ___, 1996, under the caption "The Mortgage Pools" and in the
Purchaser's Prospectus Supplement, dated September 20, 1996, relating to
the Mortgage Loans and the Seller, its financial condition and its loan
portfolio, specifically the information on the front cover, in "Summary of
Prospectus Supplement" under the subheadings "Mortgage Loan Seller and
Master Servicer" and "The Mortgage Pool General" and under the captions
"The Mortgage Pool" and "Pooling and Servicing Agreement -The Mortgage
Loan Seller and Master Servicer", "-Real Estate Owned", "-Loan Loss
Experience" and "-Delinquencies and Foreclosures", is true and accurate
and does not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they
were made, not misleading.
10. With respect to its sale of the Mortgage Loans and the
transactions and undertakings contemplated by the Mortgage Loan Purchase
Agreement, the Seller has complied with all the obligations by which it is
bound and has satisfied all the conditions on its part to be performed or
satisfied prior to the Closing Date.
11. Capitalized terms used but not defined herein shall have the
meanings assigned in the Mortgage Loan Purchase Agreement.
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IN WITNESS WHEREOF, I have hereunto signed my name and affixed the
seal of the Seller.
Dated:_____________________________ ______________________________________
Name:_________________________________
[Seal] Title: [Vice] President
I, __________________, a [Assistant] Secretary of Berkeley Federal
Bank & Trust FSB, hereby certify that ________________ is the duly elected,
qualified and acting [Vice] President of the Seller and that the signature
appearing above is [her] [his] genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated:_____________________________ ______________________________________
Name:_________________________________
Title: [Assistant] Secretary
<PAGE>
<PAGE>
FORM OF RESOLUTION
RESOLVED, that Berkeley Federal Bank & Trust FSB (the "Company") is
hereby authorized to (a) sell to Merrill Lynch Mortgage Investors, Inc. (the
"Purchaser") certain conventional one- to four-family residential mortgage loans
(the "Mortgage Loans"), having an aggregate principal balance of approximately
$_____________, on the terms and subject to the conditions set forth in the
Mortgage Loan Purchase Agreement, dated September 20, 1996, between the Seller
and the Purchaser, and (b) enter into a Pooling and Servicing Agreement, dated
as of September 1, 1996, among the Purchaser as depositor, the Company as master
servicer and Bankers Trust Company as trustee.
RESOLVED, that each of the President, and each Senior Vice
President, Vice President, and Assistant Secretary of the Company hereby is
authorized, for and on behalf of the Company, to execute and deliver each of the
foregoing agreements, as well as such other agreements, instruments, and
certificates, and to take such other action, as any of them may deem necessary
or advisable to carry out the purposes of the foregoing resolutions.
4
<PAGE>
<PAGE>
EXHIBIT 3
OFFICERS' CERTIFICATE OF THE SELLER
WITH RESPECT TO CERTAIN FACTS
REGARDING THE SALE OF THE MORTGAGE LOANS
Merrill Lynch Mortgage Investors, Inc.II, Inc.
Mortgage Loan Asset Backed Certificates
Series 1996-1
Certificate of
Berkeley Federal Bank & Trust FSB
Reference is made to the sale of mortgage loans (the "Mortgage
Loans") by Berkeley Federal Bank & Trust FSB ("Berkeley") to Merrill Lynch
Mortgage Investors, Inc., (the "Depositor") pursuant to a Mortgage Loan Purchase
Agreement, dated September 20, 1996 (the "Purchase Agreement"), and the
simultaneous issuance of Mortgage Loan Asset Backed Certificates, Series 1996-1,
Class A and Class R (the "Certificates"), pursuant to a Pooling and Servicing
Agreement, dated as of September 1, 1996 (the "Pooling and Servicing
Agreement"), among the Depositor, as depositor, Berkeley Federal Bank & Trust
FSB, as master servicer (the "Master Servicer"), and Bankers Trust Company, as
trustee (the "Trustee"). In consideration for its purchase of the Mortgage
Loans, the Depositor will deliver to Berkeley immediately available funds and
the Class R Certificates. The Depositor will sell the Certificates to Merrill
Lynch & Co. (the "Underwriter") for offer and sale pursuant to the terms of an
Underwriting Agreement, dated September 1, 1996 (the "Underwriting Agreement"),
between the Depositor and the Underwriter. The Purchase Agreement, the Pooling
and Servicing Agreement and the Underwriting Agreement together, are hereinafter
referred to as the "Agreements". Capitalized terms not otherwise defined herein
have the meanings set forth in the Agreements.
The undersigned is a duly appointed ________________ of Berkeley
Federal Bank & Trust FSB.
The undersigned hereby certifies after reasonable investigation
that:
1. The price to be paid to Berkeley for the Mortgage Loans will have
been paid in full at the closing of the sales pursuant to the Mortgage Loan
Purchase Agreement, and no agreement or arrangement exists or will exist that
permits the modification of the consideration for the Mortgage Loans subsequent
to those sales. Berkeley will not have any right or obligation to repurchase any
Mortgage Loan, except as provided in the Mortgage Loan Purchase Agreement.
2. Each Mortgage Note and each related Mortgage has been
appropriately prepared and duly executed and delivered by the related Mortgagor,
and each Mortgage has been appropriately recorded in the applicable jurisdiction
and any intervening endorsement of any Mortgage Note, and any intervening
assignment of any Mortgage, which was required in order to transfer to Berkeley
ownership of the Mortgage Loans, was obtained and completed.
3. Each Mortgage Note has been endorsed or assigned in a manner that
satisfies any requirement necessary to transfer to the Trustee all right, title
and interest of the party so endorsing or assigning, as noteholder or transferee
thereof, in and to that Mortgage Note, as provided in the Purchase Agreement and
the Pooling and Servicing Agreement. Each Assignment to the Trustee is in
recordable form and is sufficient to effect the
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assignment and transfer to the Depositor of the benefits of the assignor, as
original mortgagee or assignee thereof, under each Mortgage to which that
Assignment relates, as provided in the Purchase Agreement and the Pooling and
Servicing Agreement. Each Assignment to the Trustee has been or will be
appropriately recorded to the extent required under applicable law, as provided
in the Pooling and Servicing Agreement.
4. Each original Mortgage Note, each original recorded Mortgage,
each original recorded intervening Assignment and each Assignment to the Trustee
has been delivered to the Trustee at the direction of the Depositor, and the
Trustee will maintain continuous actual possession of each of the foregoing in
the State of New York. Neither the Trustee nor any agent of the Trustee that has
or will have possession of any Mortgage Note, Mortgage or Assignment is, or will
be, at any time during the term of the Pooling and Servicing Agreement, an
affiliate of Berkeley or otherwise under the direct or indirect control of
Berkeley.
5. Immediately prior to the transfer of the Mortgage Loans by
Berkeley to the Depositor, Berkeley was the sole owner of each Mortgage Loan,
free and clear of any and all prior liens, mortgages, security interests,
pledges, participation interests, adverse claims, charges or other equities or
encumbrances of any nature (collectively, the "Other Liens"), and had full right
and authority to sell, assign and transfer the Mortgage Loans.
6. No Mortgage Note, Mortgage or other document constituting part of
the Mortgage File reflects or will reflect on its face any interest that is
inconsistent with the ownership interest of Berkeley in and to the Mortgage
Loans or the transfer of the Mortgage Loans by Berkeley to the Depositor.
7. The transfer of the Mortgage Loans by Berkeley to the Depositor
as provided in the Purchase Agreement, is intended by Berkeley to be, and is in
fact, a contemporaneous exchange in which Berkeley receives new value.
8. Berkeley was solvent at all relevant times prior to, and will not
be rendered insolvent by, the transfer of the Mortgage Loans to the Depositor.
9. Berkeley did not transfer the Mortgage Loans to the Depositor
with any intent to hinder, delay or defraud any of Berkeley's creditors.
10. Neither Berkeley nor any agent acting on behalf of any of them,
has been or will become a party to any fraud or illegality affecting any
Mortgage Loan or Certificate.
11. No breach of the Agreements by Berkeley, misrepresentation or
failure by Berkeley to perform all acts required to be performed prior to the
Closing Date, or fraud or mistake on the part of Berkeley in connection with the
transactions contemplated by the Agreements, has occurred or will occur.
12. Berkeley has not taken nor will take any action that is
unreasonable, arbitrary or capricious, or that is not taken in good faith or in
a commercially reasonable manner, affecting the Mortgage Loans in connection
with the transactions contemplated by the Agreements.
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13. There is not and will not be any other agreement among the
parties to the Agreements that modifies or otherwise supplements the agreement
of the parties as expressed in the Agreements.
14. Berkeley does not have and will not have any right to modify or
alter the terms of the transfer of the Mortgage Loans by Berkeley to the
Depositor, or to substitute or add any mortgage loan thereafter, except as
provided in the Agreements.
15. Berkeley will not take any action that is inconsistent with the
ownership interest in the Mortgage Loans evidenced by the Certificates. Berkeley
will promptly indicate to other persons or entities, when a response is
appropriate, that the Mortgage Loans were transferred by Berkeley to the
Depositor. Berkeley will not claim any ownership interest directly in the
Mortgage Loans other than that represented by Certificates in which it may have
an ownership interest from time to time.
16. Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, Berkeley will report the transfer of the Mortgage
Loans to the Depositor, as provided in the Purchase Agreement as a sale of all
of its interest in the Mortgage Loans. Berkeley has been advised by or has
confirmed with its independent public accountants for similar transactions that
the sale will be so classified under GAAP in accordance with Statement No. 77 of
the Financial Accounting Standards Board (December 1983).
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<PAGE>
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IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of June __, 1996.
BERKELEY FEDERAL BANK & TRUST
FSB
By:___________________________________
Name:
Title:
_______________________________
<PAGE>
<PAGE>
EXHIBIT 4
FORM OF OPINION OF COUNSEL OF THE SELLER
[Closing Date]
[DEPOSITOR]
[UNDERWRITER]
Ladies and Gentlemen:
I have acted as counsel for Berkeley Federal Bank & Trust FSB, a
federal savings bank (the "Seller"), in connection with the sale of certain
mortgage loans by the Seller to Merrill Lynch Mortgage Investors, Inc. (the
"Purchaser") pursuant to a Mortgage Loan Purchase Agreement, dated September 20,
1996, by and between the Purchaser and the Seller (the "Seller's Agreement") and
in connection with a Pooling and Servicing Agreement, dated as of June 1, 1996,
by and among the Purchaser as Depositor, the Seller as Master Servicer and
Bankers Trust Company as trustee (the "Trustee") (the "Pooling and Servicing
Agreement"; together with the Seller's Agreement, the "Agreements"). I am
delivering this opinion to you pursuant to Section 9(b)(3) of the Seller's
Agreement. Capitalized terms used but not defined in this letter have the
meanings ascribed to them in the Agreements or in agreements referred to
therein.
In connection with my opinions set forth herein, I have reviewed
executed copies of the Agreements. I also have examined the originals or copies,
certified or otherwise identified to my satisfaction, of corporate records of
the Seller, and other agreements, instruments, certificates and documents as I
have deemed necessary or appropriate as a basis for the opinions set forth
herein. I have assumed the due authorization, execution and delivery of the
instruments and documents referred to herein by the parties thereto other than
the Seller, and have relied as to factual matters on the representations and
warranties made by, and on certificates or other documents furnished by officers
of, the parties to the Agreements. Except as otherwise specifically stated in
this opinion, I have not examined the Mortgage Notes, the Mortgages or other
documents in the Mortgage Files (such documents, collectively, the "Mortgage
Documents"), and I express no opinion concerning the conformity of any of the
Mortgage Documents to the requirements of the Agreements.
In rendering the opinions set forth below, I do not express any
independent opinion concerning law other than the law of the State of Florida
and the federal law of the United States of America.
Based upon the foregoing, I am of the following opinions:
1. The Seller is a federal savings bank duly organized and validly
existing and in good standing under the laws of the United States
with full power and
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<PAGE>
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authority to own its properties and carry on its business as
presently conducted by it. The Seller has the full power and
authority to own the Mortgage Loans and to transfer and convey the
Mortgage Loans to the Purchaser and has the full power and authority
to execute and deliver, engage in the transactions contemplated by,
and perform its obligations under and observe the terms and
conditions of, the Agreements.
2. Each of the Agreements define to include PSA, Underwriting ____ & ML
Purchase ____ has been duly and validly authorized, executed and
delivered by the Seller, and (assuming the due authorization,
execution and delivery thereof by the other parties thereto)
constitutes the valid, legal and binding agreement of the Seller,
enforceable against the Seller in accordance with its terms, except
as enforceability may be limited by (i) bankruptcy, insolvency,
liquidation, receivership, moratorium, reorganization or other
similar laws relating to or affecting the rights of creditors
generally, (ii) general principles of equity whether such
enforcement is considered in a proceeding in equity or at law, and
(iii) public policy considerations underlying the securities laws,
to the extent that such public policy considerations limit the
enforceability of the provisions, if any, of the Agreements which
purport to provide indemnification from securities law liabilities.
3. No consent, approval, authorization or order of the State of New
York or any federal court or governmental agency or body is required
for the execution, delivery and performance by the Seller of or
compliance by the Seller with the Agreements or the consummation of
the transactions contemplated by the Agreements except for those
consents, approvals, authorizations or orders which previously have
been obtained; except that I express no opinion as to the
registration or qualification of the Certificates under applicable
federal or state securities laws.
4. To the best of my knowledge, the Seller is not in default under any
material provisions of any agreement, contract, instrument or
indenture to which the Seller is a party or by which it is bound,
nor has any event occurred which, with notice or lapse of time or
both, would constitute a default under any such agreement, contract,
instrument or indenture, which event of default could have a
material adverse effect on the Mortgage Loans or the performance by
the Seller of its obligations under the Agreements.
5. Neither the transfer of the Mortgage Loans as provided in the
Agreements, nor the fulfillment of the terms of or the consummation
of any other of the transactions contemplated in the Agreements,
will result in a breach of any term or provision of the charter or
by-laws of the Seller, or, to the best of my knowledge, will
conflict with, result in a breach, violation or acceleration of or
constitute a default under, the terms of any indenture or other
agreement or instrument to which the Seller is a party or by which
it is bound, or any State of Florida or federal statute, or any
order or regulation of any State of Florida or federal court,
regulatory body, administrative agency or governmental body having
jurisdiction over the Seller.
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6. To the best of my knowledge, after due inquiry, there are no
actions, proceedings or investigations pending or threatened against
the Seller before any court, administrative agency or other tribunal
(i) asserting the invalidity of the Agreements, (ii) seeking to
prevent the consummation of any of the transactions contemplated in
the Agreements, or (iii) which might materially and adversely affect
the performance by the Seller of its obligations under, or the
validity or enforceability of, the Agreements.
7. Nothing has come to my attention that would lead me to believe that
the information contained in the Purchaser's Prospectus Supplement,
dated September __, 1996, to the Prospectus, dated September __,
1996, relating to the Mortgage Loans and the Seller, its financial
condition and its loan portfolio, specifically the information on
the front cover, in the summary under the subheading "The Mortgage
Pool" and under the captions "The Mortgage Pool" and "Pooling and
Servicing Agreement - The Master Servicer", "-Loan Production" and
"-Delinquency and Foreclosure Experience", contains any untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading.
Very truly yours,
<PAGE>
<PAGE>
EXHIBIT 6
SCHEDULE OF MORTGAGE LOANS FOR OCTOBER 1, 1996 DELINQUENCY
REPRESENTATION
<PAGE>
<PAGE>
EXHIBIT 7
FORM OF LOST NOTE AFFIDAVIT
Berkeley Federal Bank & Trust FSB, a federal savings bank (the
"Mortgage Loan Seller"), by its undersigned authorized representative, hereby
certifies:
(i) Pursuant to the Mortgage Loan Purchase Agreement, dated
September 20, 1996, between the Mortgage Loan Seller and Merrill Lynch Mortgage
Investors, Inc. (the "Depositor"), the Mortgage Loan Seller is granting all of
its right, title and interest in and to the Mortgage Loan identified below to
the Depositor. Terms used but not defined herein have the respective meanings
assigned to them in the Mortgage Loan Purchase Agreement.
Mortgage Loan Number:
Maker:
Original Principal Amount:
Original Mortgage Note Date:
Maturity Date:
(ii) The Mortgage Loan Seller is the current owner and holder of the
indebtedness evidenced by the original Mortgage Note.
(iii) After diligent search, the Mortgage Loan Seller has been
unable to locate the original Mortgage Note and believes it to be lost or
misplaced.
(iv) A true, complete and correct photocopy of the original Mortgage
Note is attached hereto.
(v) If at any time the Mortgage Loan Seller locates the original
Mortgage Note, the Mortgage Loan Seller shall endorse such original Mortgage
Note in the following form: "Pay to the order of Bankers Trust Company, as
Trustee for the registered holders of Merrill Lynch Mortgage Investors, Inc.,
Mortgage Loan Asset Backed Certificates, Series 1996-1, without recourse", and
shall promptly deliver to the Trustee the original Mortgage Note so endorsed,
with all prior and intervening endorsements showing a complete chain of
endorsement from the originator to the Mortgage Loan Seller.
(vi) The Mortgage Loan Seller hereby indemnifies the Depositor, the
Trustee, the Certificateholders and the Certificate Insurer from and against any
and all losses, liabilities, damages, claims or expenses of whatever kind
(including without limitation attorneys' fees and disbursements) arising from or
in connection with the Mortgage Loan Seller's failure to have delivered the
original Mortgage Note (as required under the Mortgage Loan Purchase Agreement)
to the Trustee as designee of the Depositor, including without limitation any
such losses, liabilities, damages, claims or expenses arising from or in
connection with any claim by any third party who is the holder of such
indebtedness by virtue of its possession of such original Mortgage Note.
(vii) This Lost Note Affidavit shall inure to the benefit of the
Depositor, the Trustee, the Certificateholders and the Certificate Insurer and
their respective successors and permitted assigns.
Dated: September __, 199(6)
BERKELEY FEDERAL BANK & TRUST FSB
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By:_____________________________________
Name:
Title:
<PAGE>
<PAGE>
EXHIBIT E-1
REQUEST FOR RELEASE
(for Trustee/Custodian)
Loan Information
- ----------------
Name of Mortgagor: ______________________________________
Master Servicer
Loan No.: ______________________________________
Trustee/Custodian
- -----------------
Name: ______________________________________
Address: ______________________________________
______________________________________
Trustee/Custodian
Mortgage File No.: ______________________________________
Depositor
- ---------
Name: MERRILL LYNCH MORTGAGE INVESTORS, INC.
Address: ______________________________________
______________________________________
Certificates: Mortgage Loan Asset Backed Floating Rate
Certificates, Series 1996-1.
<PAGE>
<PAGE>
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The undersigned Master Servicer hereby acknowledges that it has
received from _______________________, as Trustee for the Holders of Mortgage
Loan Asset Backed Certificates, Series 1996-1, the documents referred to below
(the "Documents"). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Pooling and Servicing
Agreement, dated as of September 1, 1996, among the Trustee, the Depositor and
the Master Servicer (the "Pooling and Servicing Agreement").
( ) Promissory Note dated _______________, 19__, in the original principal sum
of $__________, made by _____________________, payable to, or endorsed to
the order of, the Trustee.
( ) Mortgage recorded on _________________________ as instrument no.
____________________ in the County Recorder's Office of the County of
_________________, State of __________________ in book/reel/docket
_________________ of official records at page/image _____________.
( ) Deed of Trust recorded on ___________________ as instrument no.
________________ in the County Recorder's Office of the County of
_________________, State of ____________________ in book/reel/docket
_________________ of official records at page/image ______________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
___________________ as instrument no. _________ in the County Recorder's
Office of the County of _______________, State of _______________________
in book/reel/docket ____________ of official records at page/image
____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) ______________________________________
( ) ______________________________________
( ) ______________________________________
( ) ______________________________________
The undersigned Master Servicer hereby acknowledges and agrees as
follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return each and every Document
previously requested from the Mortgage File to the Trustee when the need
therefor no longer exists, unless the Mortgage Loan relating to the
Documents has been liquidated and
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the proceeds thereof have been remitted to the Collection Account and
except as expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds
of proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trustee, and the
Master Servicer shall keep the Documents and any proceeds separate and
distinct from all other property in the Master Servicer's possession,
custody or control.
Dated:
BERKELEY FEDERAL BANK, FSB
By:_____________________________________
Name:___________________________________
Title:__________________________________
<PAGE>
<PAGE>
EXHIBIT E-2
REQUEST FOR RELEASE
[Mortgage Loans Paid in Full]
OFFICERS' CERTIFICATE AND TRUST RECEIPT
MORTGAGE LOAN ASSET BACKED CERTIFICATES
SERIES 1996-1
____________________________________________________ HEREBY CERTIFIES THAT
HE/SHE IS AN OFFICER OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH
BENEATH HIS/HER SIGNATURE, AND HEREBY FURTHER CERTIFIES AS FOLLOWS:
WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:
ALL PAYMENTS OF PRINCIPAL, PREMIUM (IF ANY), AND INTEREST HAVE BEEN MADE.
LOAN NUMBER:________________ BORROWER'S NAME:_________________
COUNTY:____________________
WE HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
WHICH ARE REQUIRED TO BE DEPOSITED IN THE COLLECTION ACCOUNT PURSUANT TO SECTION
3.10 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED.
___________________________ DATED:___________________________
/ / VICE PRESIDENT
/ / ASSISTANT VICE PRESIDENT
<PAGE>
<PAGE>
EXHIBIT F
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
___________________, being duly sworn, deposes, represents and warrants as
follows:
1. I am a ______________________ of ____________________________
(the "Owner") a corporation duly organized and existing under the laws of
______________, the record owner of Merrill Lynch Mortgage Investors, Inc.,
Mortgage Asset Backed Certificates, Series 1996-R-1, Class R (the "Class R
Certificates"), on behalf of whom I make this affidavit and agreement.
Capitalized terms used but not defined herein have the respective meanings
assigned thereto in the Pooling and Servicing Agreement pursuant to which the
Class R Certificates were issued.
2. The Owner (i) is and will be a "Permitted Transferee" as of
____________________, 199___ and (ii) is acquiring the Class R Certificates for
its own account or for the account of another Owner from which it has received
an affidavit in substantially the same form as this affidavit. A "Permitted
Transferee" is any person other than a "disqualified organization" or a
possession of the United States. For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.
3. The Owner is aware (i) of the tax that would be imposed on
transfers of the Class R Certificates to disqualified organizations under the
Internal Revenue Code of 1986 that applies to all transfers of the Class R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
or, if such transfer is through an agent (which person includes a broker,
nominee or middleman) for a non-Permitted Transferee, on the agent; (iii) that
the person otherwise liable for the tax shall be relieved of liability for the
tax if the transferee furnishes to such person an affidavit that the transferee
is a Permitted Transferee and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that each of the
Class R Certificates may be a "noneconomic residual interest" within the meaning
of proposed Treasury regulations promulgated under the Code and that the
transferor of a "noneconomic residual interest" will remain liable for any taxes
due with respect to the income on such residual interest, unless no significant
purpose of the transfer is to impede the assessment or collection of tax.
4. The Owner is aware of the tax imposed on a "pass-through entity"
holding the Class R Certificates if, at any time during the taxable year of the
pass-through entity, a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate
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investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives.)
5. The Owner is aware that the Trustee will not register the
transfer of any Class R Certificate unless the transferee, or the transferee's
agent, delivers to the Trustee, among other things, an affidavit in
substantially the same form as this affidavit. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.
6. The Owner consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is a Permitted Transferee.
7. The Owner's taxpayer identification number is ________________.
8. The Owner has reviewed the restrictions set forth on the face of
the Class R Certificates and the provisions of Section 5.02(d) of the Pooling
and Servicing Agreement under which the Class R Certificates were issued (in
particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event that the Owner holds such Certificate
in violation of Section 5.02(d)); and that the Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
9. The Owner is not acquiring and will not transfer the Class R
Certificates in order to impede the assessment or collection of any tax.
10. The Owner anticipates that it will, so long as it holds the
Class R Certificates, have sufficient assets to pay any taxes owed by the holder
of such Class R Certificates, and hereby represents to and for the benefit of
the person from whom it acquired the Class R Certificates that the Owner intends
to pay taxes associated with holding such Class R Certificates as they become
due, fully understanding that it may incur tax liabilities in excess of any cash
flows generated by the Class R Certificates.
11. The Owner has no present knowledge that it may become insolvent
or subject to a bankruptcy proceeding for so long as it holds the Class R
Certificates.
12. The Owner has no present knowledge or expectation that it will
be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.
13. The Owner is not acquiring the Class R Certificates with the
intent to transfer the Class R Certificates to any person or entity that will
not have sufficient assets to pay any taxes owed by the holder of such Class R
Certificates, or that may become insolvent or subject to a bankruptcy
proceeding, for so long as the Class R Certificates remain outstanding.
14. The Owner will, in connection with any transfer that it makes of
the Class R Certificates, obtain from its transferee the representations
required by Section 5.02(d) of the Pooling and Servicing Agreement under which
the Class R Certificate were
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-3-
issued and will not consummate any such transfer if it knows, or knows facts
that should lead it to believe, that any such representations are false.
15. The Owner will, in connection with any transfer that it makes of
the Class R Certificates, deliver to the Trustee an affidavit, which represents
and warrants that it is not transferring the Class R Certificates to impede the
assessment or collection of any tax and that it has no actual knowledge that the
proposed transferee: (i) has insufficient assets to pay any taxes owed by such
transferee as holder of the Class R Certificates; (ii) may become insolvent or
subject to a bankruptcy proceeding for so long as the Class R Certificates
remains outstanding; and (iii) is not a "Permitted Transferee".
16. The Owner is 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 whose income from sources without the United States may be included in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
__________, 199___.
[OWNER]
By:_____________________________________
Name:___________________________________
Title: [Vice] President
ATTEST:
By:________________________________
Name:______________________________
Title: [Assistant] Secretary
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 a [Vice] President of the Owner, 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 Owner.
Subscribed and sworn before me this ____ day of __________, 199___.
________________________________________
Notary Public
County of_______________________________
State of________________________________
My Commission expires:
<PAGE>
<PAGE>
FORM OF TRANSFEROR AFFIDAVIT
STATE OF NEW YORK )
: ss. :
COUNTY OF NEW YORK )
___________________, being duly sworn, deposes, represents and
warrants as follows:
1. I am a ____________________ of _____________________________ (the
"Owner"), a corporation duly organized and existing under the laws of
______________, on behalf of whom I make this affidavit.
2. The Owner is not transferring the Residual Certificates to impede
the assessment or collection of any tax.
3. The Owner has no actual knowledge that the Person that is the
proposed transferee (the "Purchaser") of the Class R Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Class R Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Class R Certificates remain outstanding
and (iii) is not a Permitted Transferee.
4. The Owner understands that the Purchaser has delivered to the
Trustee a transfer affidavit and agreement in the form attached to the Pooling
and Servicing Agreement as Exhibit F-2. The Owner does not know or believe that
any representation contained therein is false.
5. At the time of transfer, the Owner has conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Owner has determined that the Purchaser has historically paid
its debts as they became due and has found no significant evidence to indicate
that the Purchaser will not continue to pay its debts as they become due in the
future. The Owner understands that the transfer of a Residual Certificate may
not be respected for United States income tax purposes (and the Owner may
continue to be liable for United States income taxes associated therewith)
unless the Owner has conducted such an investigation.
6. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
___________, 199___.
[OWNER]
By:_____________________________________
Name:___________________________________
Title: [Vice] President
ATTEST:
By:__________________________________
Name:________________________________
Title: [Assistant] Secretary
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 a [Vice] President of the Owner, 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 Owner.
Subscribed and sworn before me this ____ day of __________, 199___.
________________________________________
Notary Public
County of_______________________________
State of________________________________
My Commission expires:
<PAGE>
<PAGE>
EXHIBIT G
INTENTIONALLY OMITTED
<PAGE>
<PAGE>
EXHIBIT H
[FORM OF LOST NOTE AFFIDAVIT]
Berkeley Federal Bank & Trust FSB, a federal savings bank (the "Mortgage
Loan Seller"), by its undersigned authorized representative, hereby certifies:
(i) Pursuant to the Mortgage Loan Purchase Agreement, dated September 25,
1996, between the Mortgage Loan Seller and Merrill Lynch Mortgage Investors,
Inc. (the "Depositor"), the Mortgage Loan Seller is granting all of its right,
title and interest in and to the Mortgage Loan identified below to the
Depositor. Terms used but not defined herein have the respective meanings
assigned to them in the Mortgage Loan Purchase Agreement.
Mortgage Loan Number:
Maker:
Original Principal Amount:
Original Mortgage Note Date:
Maturity Date:
(ii) The Mortgage Loan Seller is the current owner and holder of the
indebtedness evidenced by the original Mortgage Note.
(iii) After diligent search, the Mortgage Loan Seller has been unable to
locate the original Mortgage Note and believes it to be lost or misplaced.
(iv) A true, complete and correct photocopy of the original Mortgage Note
is attached hereto.
(v) If at any time the Mortgage Loan Seller locates the original Mortgage
Note, the Mortgage Loan Seller shall endorse such original Mortgage Note in the
following form: "Pay to the order of Bankers Trust Company, as Trustee for the
registered holders of Merrill Lynch Mortgage Investors, Inc., Series 1996-1,
without recourse", and shall promptly deliver to the Trustee the original
Mortgage Note so endorsed, with all prior and intervening endorsements showing a
complete chain of endorsement from the originator to the Mortgage Loan Seller.
(vi) The Mortgage Loan Seller hereby indemnifies the Depositor, the
Trustee, the Certificateholders and the Certificate Insurer from and against any
and all losses, liabilities, damages, claims or expenses of whatever kind
(including without limitation attorneys' fees and disbursements) arising from or
in connection with the Mortgage Loan Seller's failure to have delivered the
original Mortgage Note (as required under the Mortgage Loan Purchase Agreement)
to the Trustee as designee of the Depositor, including without limitation any
such losses, liabilities, damages, claims or expenses arising from or in
connection with any action to enforce the indebtedness evidenced by such
original Mortgage Note or any claim by any third party who is the holder of such
indebtedness by virtue of its possession of such original Mortgage Note.
<PAGE>
<PAGE>
(vii) This Lost Note Affidavit shall inure to the benefit of the Depositor,
the Trustee, the Certificateholders and the Certificate Insurer and their
respective successors and permitted assigns.
BERKELEY FEDERAL BANK & TRUST
FSB
By:________________________________
Name:
Title:
Dated: September 27, 1996
<PAGE>
<PAGE>
Schedule 1
MORTGAGE LOAN SCHEDULE
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Fixed Rate Mortgages)
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
Stated
Mortgagor's Property Original Remaining Loan-to-
Loan ------------------------- --------------------------------------- Owner Property Term to Term to Value
Number Last Name First Name Street Address State Zip Occupied Type Maturity Maturity Ratio
- ------ --------- ---------- -------------- ----- --- -------- ---- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6001531 Garrabrant Jan 3627 West 225Th Street CA 90505 Yes Single Family 180 163 45.83%
6006969 Boss Martin 104 Porter Street CO 81422 Yes Single Family 360 346 70.00%
6007942 Rojas Jose 938 Elm Ave. CA 92223 Yes Single Family 360 346 75.00%
6012587 Hoffman Rickey 5242 Kingsley Ave. CA 91763 Yes Single Family 180 168 57.07%
6021919 St.Thomas Robert 8245 Galaxy Circle CA 90620 Yes Single Family 180 173 75.00%
6023675 Kyzer Charlotte 20211 S.W. 112 Court FL 33189 Yes Single Family 360 353 74.67%
6024806 Cathcart Richard 628 North Berwick Avenue IN 46222 Yes Single Family 360 354 70.00%
6025480 Sunyich Stipan 9600 Senwood Street CA 90706 Yes Single Family 360 355 70.00%
6026892 Hewitt Sheila 5188 South 3760 West UT 84118 Yes Single Family 360 355 75.00%
6027080 Kaler Betty 37645 Mountain Home Drive OR 97327 Yes Single Family 360 355 48.14%
6031546 Kerrin Consievill 6104 Pope Place FL 32209 Yes Single Family 360 358 75.00%
6031686 Howey Kenneth 2102 Drexel Avenue IN 46806 Yes Single Family 360 358 58.89%
6031835 Pereira Jose 1655 Parkdale Way CA 95127 Yes Single Family 360 358 85.00%
6031900 Nonnette George 4120 4120 1/2 Naomi Avenu CA 90001 No 2 Family Unit 360 358 55.45%
6031991 Nonnette George 11739 Spinning Avenue CA 90250 Yes Single Family 360 358 75.00%
6032049 Collins Melvin 5551 Geer Street CA 90016 No 2 Family Unit 360 358 36.54%
6032189 Pedersen Tore 3343 South 7580 West UT 84044 Yes Single Family 360 358 65.00%
6032239 Hodge Louise 1700 Whitefield Road CA 91104 Yes Single Family 360 358 33.33%
6032411 Talbott Trent 1002 North Anthony Bouleva IN 46805 Yes Single Family 360 358 65.14%
6032445 Prucha Thomas 6720 E. 60Th Place CO 80022 Yes Single Family 360 358 49.66%
6032486 Assefaw Tareke 7119 Seward Park Avenue So WA 98118 Yes Single Family 360 358 57.26%
6032528 Moreno Trinidad 1841 W. 82Nd Place CO 80221 Yes Single Family 360 358 75.00%
6032536 Pettit Elmer 7265 Sycamore Drive IN 46122 Yes Single Family 360 358 64.93%
6032635 Nishi Nobuo 9424 Kiwi Circle CA 92708 Yes Single Family 180 178 31.82%
6032643 Roybal Darlene 5095 Beach Court CO 80221 Yes Single Family 360 358 70.00%
6032668 Shirk Marvin 389 North Third Avenue CA 91786 Yes Single Family 360 358 77.50%
6032676 Sims Jimmie 1104 West 92Nd Street CA 90044 Yes Single Family 360 358 73.70%
6032825 Sholven Marianne 5661 N.E. 6Th Avenue FL 33334 Yes Single Family 240 238 37.50%
6033104 Wirick Bruce 824 Lancaster IN 46614 No Single Family 360 359 75.00%
6033112 Belleville Steve 1211 Portillo Lane CA 92352 No Single Family 360 359 65.00%
6033120 Leonhardt Wanda 3297 South Ensenada Way CO 80013 Yes Single Family 360 359 75.00%
6033179 Wood Charles 410 South Peters Street IN 46738 Yes Single Family 180 178 75.00%
6033203 Nelson R 1455 East Helmick Street CA 90746 Yes Single Family 360 359 80.00%
6033245 Konopinski James 56033 Wynnewood Drive IN 46561 Yes Single Family 360 359 80.00%
6033294 Leone Katherine Southwest Airoso Boulevard FL 34983 No Single Family 360 359 60.00%
6033427 Dabney Guy 2358 Deep Creek Drive CA 92382 Yes Single Family 180 179 75.00%
6033450 Harris Christine 4321 South Lockwood Ridge FL 34231 Yes Single Family 360 359 70.00%
6033468 Josephs Patricia 13115 S.W. 108 Court FL 33176 Yes Single Family 360 359 37.04%
6033559 Johnson Mildred 15899 Murray Hill MI 48227 Yes Single Family 360 359 62.36%
6033591 Smart Miriam 23251 Wrexford MI 48034 Yes Single Family 360 359 79.51%
6033625 Mc Camley Karen 2300 N.E. 36Th Place FL 34479 Yes Single Family 360 359 56.60%
6033658 Bacon Iii Roosevelt 1352 West 31St Street FL 32209 Yes Single Family 360 359 85.00%
6033724 Strel Walter 2579 Northwest 62Nd Terrac FL 33063 Yes Single Family 360 359 63.67%
6033823 Redmond Barbara 22024 Dolores Street CA 90745 No Single Family 360 359 25.83%
6033997 Emick William 7437 South Brookside Park IN 46742 Yes Single Family 360 359 70.00%
6034052 Robateau Wilfred 906 East 94Th Street CA 90002 Yes Single Family 360 359 85.00%
6034169 Silver Bradley 10703 North 103Rd Way AZ 85260 Yes Single Family 180 179 75.00%
6034268 Kado Alan 60395-60397 Fenmore Avenue IN 46526 No 2 Family Unit 360 359 67.02%
6034292 Rogers Jackie 5050 West 106Th Street CA 90304 Yes Single Family 180 179 70.00%
6034318 Stansfield Latisha 1229 Lorne Loop OR 97477 Yes Single Family 360 359 83.33%
6034359 Johnson Joan 13401 Fulton Street IN 46303 Yes Single Family 360 359 75.00%
6034367 Kush Jr. Casimer 29460 Filmore Road IN 46552 Yes Single Family 360 359 70.00%
6034409 Martinez Amadeo 818 Pioneer Lane CO 80904 Yes Single Family 360 359 78.33%
6034425 Monroe Lynn 538 North Berwick IN 46222 No Single Family 180 179 62.50%
6034433 Roberson Ray 403 South Pearl Avenue CA 90221 Yes Single Family 360 359 80.00%
6034441 Seiveley Anita 5925 Birdie Drive CA 91750 Yes Single Family 360 360 33.90%
6034474 Wilson Mary 5341 East 65Th Avenue CO 80022 Yes Single Family 360 359 55.00%
6034540 Pighin Linda 6207 Robindale MI 48127 Yes Single Family 360 359 68.60%
6034631 Curry Beatriz 1001 Cypress Street FL 33601 No Single Family 180 180 65.00%
6034698 Bangasser Ronald 12724 Valley View Lane CA 92373 Yes Single Family 180 180 81.64%
6034706 Bohannon David 3047 Loree Street FL 32254 Yes Single Family 360 360 73.94%
6034722 Marshall Mae 3607 Pontiac Avenue CA 92509 Yes Single Family 360 360 78.40%
6034730 Owens James 1309 Q Avenue IN 47362 Yes Single Family 180 180 58.33%
6034763 Shegelman Simon 5861 Pontiac Trail MI 48323 Yes Single Family 360 359 75.00%
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
Scheduled Scheduled
Mortgage First Stated Principal Original Scheduled Next Rate
Loan Interest Payment Maturity & Interest Paid to Principal Principal Adjustment Gross
Number Rate Due Date Date Payment Date Balance Balance Date Margin
---- -------- ---- ------- ---- ------- ------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6001531 11.990% 05/01/1995 04/01/2010 $ 1,130.63 08/01/1996 $ 110,000.00 $ 109,455.61
6006969 10.750% 08/01/1995 07/01/2025 $ 359.39 08/01/1996 $ 38,500.00 $ 38,300.84
6007942 10.250% 08/01/1995 07/01/2025 $ 470.45 08/01/1996 $ 52,500.00 $ 52,132.69
6012587 9.875% 10/01/1995 09/01/2010 $ 882.92 08/01/1996 $ 82,750.00 $ 80,434.78
6021919 10.990% 03/01/1996 02/01/2011 $ 2,470.73 07/01/1996 $ 217,500.00 $ 215,061.79
6023675 10.625% 03/01/1996 02/01/2026 $ 517.49 09/01/1996 $ 56,000.00 $ 55,839.27
6024806 12.500% 04/01/1996 03/01/2026 $ 407.16 08/01/1996 $ 38,150.00 $ 38,100.15
6025480 10.500% 05/01/1996 04/01/2026 $ 960.48 07/01/1996 $ 105,000.00 $ 104,873.71
6026892 11.740% 05/01/1996 04/01/2026 $ 983.43 09/01/1996 $ 97,500.00 $ 97,349.30
6027080 10.990% 05/01/1996 04/01/2026 $ 675.61 08/01/1996 $ 71,000.00 $ 70,735.98
6031546 9.990% 08/01/1996 07/01/2026 $ 460.34 08/01/1996 $ 52,500.00 $ 52,476.72
6031686 11.740% 08/01/1996 07/01/2026 $ 267.29 08/01/1996 $ 26,500.00 $ 26,491.97
6031835 10.250% 08/01/1996 07/01/2026 $ 1,462.44 09/01/1996 $ 163,200.00 $ 163,131.56
6031900 11.750% 08/01/1996 07/01/2026 $ 615.74 08/01/1996 $ 61,000.00 $ 60,981.55
6031991 10.740% 08/01/1996 07/01/2026 $ 1,084.30 08/01/1996 $ 116,250.00 $ 116,206.14
6032049 10.740% 08/01/1996 07/01/2026 $ 531.66 09/01/1996 $ 57,000.00 $ 56,978.49
6032189 13.500% 08/01/1996 07/01/2026 $ 915.36 09/01/1996 $ 74,750.00 $ 74,675.58
6032239 10.500% 08/01/1996 07/01/2026 $ 731.79 08/01/1996 $ 80,000.00 $ 79,968.21
6032411 9.250% 08/01/1996 07/01/2026 $ 305.44 08/01/1996 $ 37,128.00 $ 37,108.75
6032445 9.990% 08/01/1996 07/01/2026 $ 324.43 08/01/1996 $ 37,000.00 $ 36,983.60
6032486 9.750% 08/01/1996 07/01/2026 $ 1,220.00 08/01/1996 $ 142,000.00 $ 141,933.75
6032528 11.990% 08/01/1996 07/01/2026 $ 809.43 09/01/1996 $ 78,750.00 $ 78,703.31
6032536 9.990% 08/01/1996 07/01/2026 $ 589.23 08/01/1996 $ 67,200.00 $ 67,170.21
6032635 8.990% 08/01/1996 07/01/2011 $ 709.57 09/01/1996 $ 70,000.00 $ 69,814.85
6032643 9.500% 08/01/1996 07/01/2026 $ 570.94 09/01/1996 $ 67,900.00 $ 67,832.94
6032668 9.750% 08/01/1996 07/01/2026 $ 799.01 09/01/1996 $ 93,000.00 $ 92,956.62
6032676 10.250% 08/01/1996 07/01/2026 $ 891.62 08/01/1996 $ 99,500.00 $ 99,449.90
6032825 10.365% 08/01/1996 07/01/2016 $ 371.00 08/01/1996 $ 37,500.00 $ 37,452.91
6033104 10.740% 09/01/1996 08/01/2026 $ 244.84 08/01/1996 $ 26,250.00 $ 26,250.00
6033112 11.750% 09/01/1996 08/01/2026 $ 688.92 09/01/1996 $ 68,250.00 $ 68,229.36
6033120 9.750% 09/01/1996 08/01/2026 $ 695.92 09/01/1996 $ 81,000.00 $ 80,962.21
6033179 11.000% 08/01/1996 07/01/2011 $ 459.47 09/01/1996 $ 40,425.00 $ 40,246.37
6033203 10.125% 09/01/1996 08/01/2026 $ 1,312.50 08/01/1996 $ 148,000.00 $ 148,000.00
6033245 11.750% 09/01/1996 08/01/2026 $ 734.85 09/01/1996 $ 72,800.00 $ 72,777.98
6033294 10.500% 09/01/1996 08/01/2026 $ 252.47 08/01/1996 $ 27,600.00 $ 27,600.00
6033427 9.750% 09/01/1996 08/01/2011 $ 1,191.78 08/01/1996 $ 112,500.00 $ 112,500.00
6033450 9.500% 09/01/1996 08/01/2026 $ 582.71 08/01/1996 $ 69,300.00 $ 69,300.00
6033468 11.250% 09/01/1996 08/01/2026 $ 582.76 09/01/1996 $ 60,000.00 $ 59,979.74
6033559 11.740% 09/01/1996 08/01/2026 $ 345.96 08/01/1996 $ 34,300.00 $ 34,300.00
6033591 10.990% 09/01/1996 08/01/2026 $ 1,551.06 08/01/1996 $ 163,000.00 $ 163,000.00
6033625 11.990% 09/01/1996 08/01/2026 $ 308.35 09/01/1996 $ 30,000.00 $ 29,991.40
6033658 11.500% 09/01/1996 08/01/2026 $ 399.83 08/01/1996 $ 40,375.00 $ 40,375.00
6033724 11.740% 09/01/1996 08/01/2026 $ 481.63 09/01/1996 $ 47,750.00 $ 47,735.52
6033823 10.990% 09/01/1996 08/01/2026 $ 294.99 09/01/1996 $ 31,000.00 $ 30,988.92
6033997 11.375% 09/01/1996 08/01/2026 $ 569.82 08/01/1996 $ 58,100.00 $ 58,100.00
6034052 10.500% 09/01/1996 08/01/2026 $ 917.48 09/01/1996 $ 100,300.00 $ 100,260.15
6034169 9.750% 09/01/1996 08/01/2011 $ 2,026.03 08/01/1996 $ 191,250.00 $ 191,250.00
6034268 10.125% 09/01/1996 08/01/2026 $ 558.70 09/01/1996 $ 63,000.00 $ 62,972.86
6034292 10.250% 09/01/1996 08/01/2011 $ 1,106.30 09/01/1996 $ 101,500.00 $ 101,060.68
6034318 11.250% 09/01/1996 08/01/2026 $ 728.45 09/01/1996 $ 75,000.00 $ 74,974.68
6034359 10.750% 09/01/1996 08/01/2026 $ 518.08 09/01/1996 $ 55,500.00 $ 55,479.11
6034367 9.250% 09/01/1996 08/01/2026 $ 489.49 09/01/1996 $ 59,500.00 $ 59,469.16
6034409 10.750% 09/01/1996 08/01/2026 $ 877.47 08/01/1996 $ 94,000.00 $ 94,000.00
6034425 11.000% 09/01/1996 08/01/2011 $ 284.15 08/01/1996 $ 25,000.00 $ 25,000.00
6034433 10.500% 09/01/1996 08/01/2026 $ 944.01 08/01/1996 $ 103,200.00 $ 103,200.00
6034441 10.250% 10/01/1996 09/01/2026 $ 896.10 09/01/1996 $ 100,000.00 $ 100,000.00
6034474 9.990% 09/01/1996 08/01/2026 $ 303.82 09/01/1996 $ 34,650.00 $ 34,634.64
6034540 13.625% 09/01/1996 08/01/2026 $ 681.60 08/01/1996 $ 59,000.00 $ 59,000.00
6034631 11.625% 10/01/1996 09/01/2011 $ 298.15 09/01/1996 $ 25,350.00 $ 25,350.00
6034698 9.500% 10/01/1996 09/01/2011 $ 2,344.28 09/01/1996 $ 224,500.00 $ 224,500.00
6034706 11.000% 10/01/1996 09/01/2026 $ 499.97 09/01/1996 $ 52,500.00 $ 52,500.00
6034722 10.500% 10/01/1996 09/01/2026 $ 896.44 09/01/1996 $ 98,000.00 $ 98,000.00
6034730 10.500% 10/01/1996 09/01/2011 $ 309.51 09/01/1996 $ 28,000.00 $ 28,000.00
6034763 10.740% 09/01/1996 08/01/2026 $ 1,182.23 09/01/1996 $ 126,750.00 $ 126,702.18
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Fixed Rate Mortgages)
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
Stated
Mortgagor's Property Original Remaining Loan-to-
Loan ------------------------- --------------------------------------- Owner Property Term to Term to Value
Number Last Name First Name Street Address State Zip Occupied Type Maturity Maturity Ratio
- ------ --------- ---------- -------------- ----- --- -------- ---- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6034870 Turner Virgil 4946 Northeast 13Th Avenue OR 97211 Yes Single Family 360 360 45.71%
6034912 Mayfield Carol 833 West Spruce Street CA 90220 Yes Single Family 360 360 80.00%
6034946 Cantacessi Joseph 22108 Grove St CA 92530 Yes Single Family 360 360 80.00%
6034953 Cathey Darrell 738 E 104Th St CA 90002 Yes Single Family 360 360 80.00%
6034961 Smith Barbara 416 N Holly Av CA 90221 Yes Single Family 360 360 75.00%
6035026 Martinez Marsiano 8611 Mac Kay Road CA 92641 Yes Single Family 360 360 80.00%
6035042 Smith Herbert 10845 Kalmia Street CA 90059 Yes Single Family 360 360 85.00%
6035075 Ward Bernard 2301 East 10Th Street CA 90804 Yes Single Family 360 360 65.00%
6035109 Andrade Edimar 15061 S.W. 146Th Street FL 33196 Yes Single Family 360 360 75.00%
6035125 Bermudez L 13100 Jouett Street CA 91331 Yes Single Family 360 360 75.00%
6035133 Bermudez Leonard 13112 Jouett Street CA 91331 No Single Family 360 360 57.73%
6035166 Lehan-Tortor Alice 3313 Fairman Street CA 90712 Yes Single Family 360 360 55.76%
6035257 Gunn Mary 335 West 80Th Street CA 90003 Yes Single Family 360 360 80.00%
6035273 Samuels Juan 218 South Thorson Avenue CA 90221 No Single Family 360 360 75.00%
6035307 Green Lillie 15400 South Frailey Avenue CA 90221 Yes Single Family 360 360 75.00%
6035349 Williams Randy 2405 Cr 48 IN 46706 Yes Single Family 240 240 80.00%
6035364 Kotka Erik 4115 North Borthwick Avenu OR 97217 Yes Single Family 360 360 74.71%
6035380 Hill Carol 1729 West 109Th Street CA 90047 No Single Family 180 180 75.00%
6035398 Holden Christophe 6231-6233 S.W. 37Th Court FL 33314 Yes 2 Family Unit 360 360 80.00%
6035414 Salario Behzadino 14818 Southwest 168Th Stre FL 33187 Yes Single Family 360 360 75.00%
6035513 Mullican John 8220 North Venus Court AZ 85704 Yes Single Family 360 360 70.00%
6035521 Sims May 710-712 West 41St Place CA 90037 Yes 2 Family Unit 360 360 32.50%
6035547 Hill Rosie 11185 Sprovle Ave CA 91331 Yes Single Family 360 360 73.82%
6035711 Merrill Jr. Jack 1052 Woodward IN 46616 No Single Family 360 360 65.00%
6035745 Stabile Louis 5645 S.W. 87Th Avenue FL 33328 Yes Single Family 360 360 70.00%
6035802 Callahan William 2559 Ballantyne Drive CA 95340 Yes Single Family 360 360 63.92%
6035810 Costello David 13012 Farnell Street CA 91706 Yes Single Family 360 360 79.53%
6035828 Crabtree Elmer 8905 South 3Rd Avenue CA 90305 Yes Single Family 360 360 75.00%
6035901 Duffy Ervin 1054 West 78Th Street CA 90044 Yes Single Family 360 360 75.00%
6035919 Fanelli Albert 3430 Fidler Avenue CA 90808 Yes Single Family 360 360 27.03%
6035927 Gibson Earl 1034 W. 151St Street CA 90220 Yes Single Family 360 360 85.00%
6035943 Griffith Mark 6709 Story Lane CA 93307 Yes Single Family 360 360 72.00%
6035976 Lopez Jesusita 938 Paseo Queretaro AZ 85648 Yes Single Family 360 360 65.00%
6035984 Martin Anthony 1127 South Acacia Avenue CA 90220 Yes Single Family 360 360 80.00%
6036016 Pomeran Lucy 4476 Stonebrook Road CA 93455 Yes Single Family 360 360 18.42%
6036131 Costa Joseph 7911 Hillrose Street CA 91040 Yes Single Family 360 360 28.13%
6036156 Gomez Richard 1158 North L Street CA 92411 No Single Family 360 360 33.33%
6036263 Munoz Rafael 49878 Avenida De Plata CA 92236 Yes Single Family 360 360 70.00%
6036305 Tietjen Beverly 8750 Kiowa Road CA 92307 No Single Family 360 360 43.08%
6036313 Valenzuela Bernardo 109 North Backton Avenue CA 91744 Yes Single Family 360 360 80.00%
6036446 Oser Joseph 822 Lake Ave IN 46805 Yes Single Family 360 360 75.00%
6112585 Collie Marcie 4205 Berry D Sims Wynd NC 27612 Yes PUD 360 353 75.00%
6116503 Wright John 3635 Homeway Drive CA 90008 Yes Single Family 180 174 70.00%
6116537 Bauer Michael 1815 Jennifer Pl. CA 91790 Yes Single Family 180 177 59.94%
6116941 Jones Aldon 601-603 1/2 W Gage Ave CA 90044 Yes Single Family 360 358 80.00%
6116990 Rivlin Magali 3116 W. Chandler Blvd CA 91505 No Single Family 360 358 68.28%
6117170 Grant, Jr. Verlan 3225 Pleasant St. 1 CA 90262 Yes Single Family 360 358 80.00%
6117188 Greenwood J. 1000 S. Del Mar 1 CA 91776 Yes Single Family 360 358 13.94%
6117220 Mcmullen Juanita 2926 Winchester Way CA 95670 Yes Single Family 360 358 72.00%
6117261 Rivlin Magali 627 S. Irving Blvd CA 90005 Yes Single Family 360 358 40.94%
6117311 Diaz Manuel 8802 Elvira St. 1 CA 92603 Yes Single Family 360 357 78.98%
6117329 Warren David 310 Curran Avenue CA 95833 Yes Single Family 360 357 64.62%
6117337 Godinez Alma 1075 East Market Street CA 93905 Yes Single Family 360 357 79.41%
6117345 Gallegos Tommy 7652 Bonnie Court CA 92410 Yes Single Family 360 357 69.00%
6117352 Stanley Edmon 45475 Indian Wells Lane 1 CA 92210 No Single Family 360 358 68.66%
6117618 Hawwass Hassan 1317 Exley Avenue NV 89104 Yes Single Family 360 358 62.50%
6117717 Lee Vera 11230 Cometa Avenue CA 91331 No Single Family 360 356 75.00%
6117923 Barila Vincent H.T.Y. Road PA 18333 Yes Single Family 360 358 64.21%
6118087 Leite Rui 886 Central Street MA 01852 Yes Single Family 360 358 80.00%
6118186 Tran Tuan 60-55 58Th Road NY 11385 Yes Single Family 360 358 75.00%
6118210 Guilfoy John 436 North Street #8 CA 95448 Yes Condominium 360 358 65.36%
6118251 Ly Minh 2841 13Th Ave. 1 CA 94610 Yes Single Family 360 358 74.89%
6118277 Raleigh Lorraine 22 Dartmouth Street MA 02601 Yes Single Family 360 359 61.22%
6118285 Scott Jewel 155 Tacoma Circle NC 28801 Yes Single Family 180 178 80.00%
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
Scheduled Scheduled
Mortgage First Stated Principal Original Scheduled Next Rate
Loan Interest Payment Maturity & Interest Paid to Principal Principal Adjustment Gross
Number Rate Due Date Date Payment Date Balance Balance Date Margin
---- -------- ---- ------- ---- ------- ------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6034870 10.365% 10/01/1996 09/01/2026 $ 723.73 09/01/1996 $ 80,000.00 $ 80,000.00
6034912 11.750% 10/01/1996 09/01/2026 $ 888.28 09/01/1996 $ 88,000.00 $ 88,000.00
6034946 11.250% 10/01/1996 09/01/2026 $ 1,274.29 09/01/1996 $ 131,200.00 $ 131,200.00
6034953 10.500% 10/01/1996 09/01/2026 $ 929.38 09/01/1996 $ 101,600.00 $ 101,600.00
6034961 10.375% 10/01/1996 09/01/2026 $ 882.77 09/01/1996 $ 97,500.00 $ 97,500.00
6035026 10.990% 10/01/1996 09/01/2026 $ 1,446.38 09/01/1996 $ 152,000.00 $ 152,000.00
6035042 10.990% 10/01/1996 09/01/2026 $ 1,019.13 09/01/1996 $ 107,100.00 $ 107,100.00
6035075 9.625% 10/01/1996 09/01/2026 $ 635.37 09/01/1996 $ 74,750.00 $ 74,750.00
6035109 11.875% 10/01/1996 09/01/2026 $ 1,261.01 09/01/1996 $ 123,750.00 $ 123,750.00
6035125 12.750% 10/01/1996 09/01/2026 $ 815.02 09/01/1996 $ 75,000.00 $ 75,000.00
6035133 12.750% 10/01/1996 09/01/2026 $ 608.55 09/01/1996 $ 56,000.00 $ 56,000.00
6035166 9.500% 10/01/1996 09/01/2026 $ 773.59 09/01/1996 $ 92,000.00 $ 92,000.00
6035257 9.500% 10/01/1996 09/01/2026 $ 914.85 09/01/1996 $ 108,800.00 $ 108,800.00
6035273 9.750% 10/01/1996 09/01/2026 $ 773.24 09/01/1996 $ 90,000.00 $ 90,000.00
6035307 12.750% 10/01/1996 09/01/2026 $ 953.57 09/01/1996 $ 87,750.00 $ 87,750.00
6035349 9.990% 10/01/1996 09/01/2016 $ 405.03 09/01/1996 $ 42,000.00 $ 42,000.00
6035364 10.500% 10/01/1996 09/01/2026 $ 594.58 09/01/1996 $ 65,000.00 $ 65,000.00
6035380 10.625% 10/01/1996 09/01/2011 $ 1,252.31 09/01/1996 $ 112,500.00 $ 112,500.00
6035398 10.250% 10/01/1996 09/01/2026 $ 817.24 09/01/1996 $ 91,200.00 $ 91,200.00
6035414 11.125% 10/01/1996 09/01/2026 $ 1,096.43 09/01/1996 $ 114,000.00 $ 114,000.00
6035513 10.500% 10/01/1996 09/01/2026 $ 781.19 09/01/1996 $ 85,400.00 $ 85,400.00
6035521 10.875% 10/01/1996 09/01/2026 $ 490.30 09/01/1996 $ 52,000.00 $ 52,000.00
6035547 10.990% 10/01/1996 09/01/2026 $ 965.84 09/01/1996 $ 101,500.00 $ 101,500.00
6035711 11.125% 10/01/1996 09/01/2026 $ 312.58 09/01/1996 $ 32,500.00 $ 32,500.00
6035745 10.990% 10/01/1996 09/01/2026 $ 1,232.28 09/01/1996 $ 129,500.00 $ 129,500.00
6035802 9.990% 10/01/1996 09/01/2026 $ 442.80 09/01/1996 $ 50,500.00 $ 50,500.00
6035810 10.500% 10/01/1996 09/01/2026 $ 1,083.97 09/01/1996 $ 118,500.00 $ 118,500.00
6035828 10.740% 10/01/1996 09/01/2026 $ 1,294.16 09/01/1996 $ 138,750.00 $ 138,750.00
6035901 10.500% 10/01/1996 09/01/2026 $ 1,015.36 09/01/1996 $ 111,000.00 $ 111,000.00
6035919 8.990% 10/01/1996 09/01/2026 $ 401.95 09/01/1996 $ 50,000.00 $ 50,000.00
6035927 10.990% 10/01/1996 09/01/2026 $ 970.60 09/01/1996 $ 102,000.00 $ 102,000.00
6035943 12.125% 10/01/1996 09/01/2026 $ 493.37 09/01/1996 $ 47,520.00 $ 47,520.00
6035976 9.750% 10/01/1996 09/01/2026 $ 753.91 09/01/1996 $ 87,750.00 $ 87,750.00
6035984 10.500% 10/01/1996 09/01/2026 $ 797.65 09/01/1996 $ 87,200.00 $ 87,200.00
6036016 11.875% 10/01/1996 09/01/2026 $ 356.65 09/01/1996 $ 35,000.00 $ 35,000.00
6036131 9.875% 10/01/1996 09/01/2026 $ 390.76 09/01/1996 $ 45,000.00 $ 45,000.00
6036156 13.125% 10/01/1996 09/01/2026 $ 334.79 09/01/1996 $ 30,000.00 $ 30,000.00
6036263 9.125% 10/01/1996 09/01/2026 $ 432.85 09/01/1996 $ 53,200.00 $ 53,200.00
6036305 11.250% 10/01/1996 09/01/2026 $ 271.95 09/01/1996 $ 28,000.00 $ 28,000.00
6036313 9.625% 10/01/1996 09/01/2026 $ 856.79 09/01/1996 $ 100,800.00 $ 100,800.00
6036446 12.250% 10/01/1996 09/01/2026 $ 542.29 09/01/1996 $ 51,750.00 $ 51,750.00
6112585 12.500% 03/01/1996 02/01/2026 $ 3,401.89 07/01/1996 $ 318,750.00 $ 318,333.52
6116503 10.990% 04/01/1996 03/01/2011 $ 2,784.29 08/01/1996 $ 292,600.00 $ 292,067.52
6116537 10.250% 07/01/1996 06/01/2011 $ 1,045.26 08/01/1996 $ 95,900.00 $ 95,445.84
6116941 11.250% 08/01/1996 07/01/2026 $ 924.65 08/01/1996 $ 95,200.00 $ 95,167.85
6116990 11.750% 08/01/1996 07/01/2026 $ 999.32 08/01/1996 $ 99,000.00 $ 98,970.06
6117170 10.500% 08/01/1996 07/01/2026 $ 1,134.28 08/01/1996 $ 124,000.00 $ 123,950.72
6117188 9.990% 08/01/1996 07/01/2026 $ 356.88 08/01/1996 $ 40,700.00 $ 40,681.95
6117220 10.500% 08/01/1996 07/01/2026 $ 658.62 08/01/1996 $ 72,000.00 $ 71,971.38
6117261 10.490% 08/01/1996 07/01/2026 $ 2,376.38 08/01/1996 $ 260,000.00 $ 257,520.07
6117311 10.750% 07/01/1996 06/01/2026 $ 1,297.54 07/01/1996 $ 139,000.00 $ 138,947.67
6117329 10.900% 07/01/1996 06/01/2026 $ 396.81 08/01/1996 $ 42,000.00 $ 41,969.24
6117337 10.740% 07/01/1996 06/01/2026 $ 944.39 08/01/1996 $ 101,250.00 $ 101,173.26
6117345 10.125% 07/01/1996 06/01/2026 $ 403.51 07/01/1996 $ 48,300.00 $ 48,278.53
6117352 11.500% 08/01/1996 07/01/2026 $ 1,193.31 08/01/1996 $ 120,500.00 $ 120,461.48
6117618 12.375% 08/01/1996 07/01/2026 $ 687.42 08/01/1996 $ 65,000.00 $ 64,982.89
6117717 10.875% 06/01/1996 05/01/2026 $ 947.61 08/01/1996 $ 100,500.00 $ 100,384.70
6117923 11.990% 08/01/1996 07/01/2026 $ 1,027.85 08/01/1996 $ 100,000.00 $ 99,971.32
6118087 13.500% 08/01/1996 07/01/2026 $ 962.15 08/01/1996 $ 84,000.00 $ 83,982.85
6118186 12.990% 08/01/1996 07/01/2026 $ 1,823.94 07/01/1996 $ 165,000.00 $ 165,000.00
6118210 9.990% 08/01/1996 07/01/2026 $ 438.42 08/01/1996 $ 50,000.00 $ 49,977.83
6118251 11.250% 08/01/1996 07/01/2026 $ 1,636.58 08/01/1996 $ 168,500.00 $ 168,443.11
6118277 10.740% 09/01/1996 08/01/2026 $ 279.82 08/01/1996 $ 30,000.00 $ 30,000.00
6118285 12.750% 08/01/1996 07/01/2011 $ 769.29 07/01/1996 $ 61,600.00 $ 61,600.00
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Fixed Rate Mortgages)
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
Stated
Mortgagor's Property Original Remaining Loan-to-
Loan ------------------------- --------------------------------------- Owner Property Term to Term to Value
Number Last Name First Name Street Address State Zip Occupied Type Maturity Maturity Ratio
- ------ --------- ---------- -------------- ----- --- -------- ---- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6118335 Stanley Larry Rr #1, Box 113 NC 27007 Yes Single Family 180 178 67.78%
6118368 Riggs Daniel 3939 Tonbridge Lane NC 27106 Yes Single Family 180 178 75.43%
6118467 Horsley Verno 13011 Towne Ave CA 90061 Yes Single Family 360 358 70.00%
6118616 Esola Randall 138 State Street PA 15012 No Single Family 360 359 80.00%
6118624 Fitzpatrick John 1219 West Farwell IL 60626 Yes 2 Family Unit 360 359 70.00%
6118707 Jordan Dorothy 410 Carver Circle VA 23701 Yes 2 Family Unit 360 359 85.00%
6118863 Vieira Carlos 1 Rogers Avenue MA 02780 Yes Single Family 180 179 61.61%
6118905 Williams Lisa 4805 Virginia Avenue CA 95966 Yes Single Family 360 359 75.65%
6118996 L.Stokes Wendy 3054 West 38 Street PA 16506 Yes Single Family 360 359 85.00%
6119275 Hypolite Steven 5642 Willowcrest Ave. 1 CA 91601 Yes Single Family 360 360 65.00%
6119333 Lofton Michael 2095 N. Pima Dr. 1 AZ 86403 No Single Family 360 359 75.00%
6119473 M Picou 15225 Amalia Circle CA 92392 Yes Single Family 360 360 48.11%
6119564 Smith Lon 9230 Kinglet Dr. CA 90069 Yes Single Family 360 360 13.56%
6119580 Spears Gary 615 Parkview Dr. CA 92530 Yes Condominium 360 360 57.69%
6119606 Spooner Peter 11 Norfolk Street MA 01604 Yes 4 Family Unit 360 360 69.93%
6119705 Keyser Angela 2619 Lincoln Avenue VA 23228 Yes Single Family 360 359 85.00%
6119846 Coles Hollis 817 Henry Avenue VA 22903 Yes Single Family 360 360 85.00%
6119853 Forbes Christophe 720 Huckleberry Circle 1 CA 95018 Yes Single Family 360 360 70.00%
6119960 Brown Thomas 857 Penny Lane IL 60089 Yes Single Family 360 359 77.50%
6120216 Shaw Harry 1220 West 16Th Street ID 83318 Yes Single Family 360 352 75.00%
6125009 Waddoups Guy 529 South 800 East UT 84015 Yes Single Family 180 173 75.00%
6125017 Tovar Viola 1407 West Arapahoe Ave UT 84104 Yes Single Family 180 174 80.47%
6125033 Watson Brian 1437 S Carterville Rd CA 84058 Yes Single Family 180 174 64.75%
6125041 Windsor Jerrold 930 West Hazel St WA 98273 Yes Single Family 180 174 57.37%
6125058 Tingley Alex 1827 Atwood Street CO 80501 Yes Single Family 180 174 72.31%
6125066 Hubbard Scott 23004 13Th Place West WA 98021 Yes Single Family 180 174 75.00%
6125074 Lee Rushford 1918 Holiday Hills Rd UT 84663 Yes Single Family 180 175 75.00%
6125082 Cook Nathanael 919 East 800 North UT 84057 No Single Family 180 175 78.37%
6125090 Albertus John 4501 Se Firmont Drive WA 98366 Yes Single Family 180 175 75.00%
6125108 Smith Randy 354 East Center Street UT 84648 Yes Single Family 180 176 85.00%
6125116 Hardeman Jeanette 3008 Leonard Drive WA 98201 Yes Single Family 180 175 47.82%
6125132 Barker J 2349 North 800 West UT 84087 Yes Single Family 180 176 56.92%
6125140 Rodol Ali 7923 39Th Avenue South WA 98118 Yes Single Family 180 176 80.00%
6125157 Sterling J 16137 Village 16 CA 93012 Yes Single Family 360 356 80.00%
6125165 Hafen Linda 1700 North Highway 40 UT 84032 Yes Single Family 180 175 56.82%
6125173 Thrall Michael 10680 South 540 East UT 84070 Yes Single Family 180 175 53.55%
6125181 Murray Clifford 2570 North 3500 East UT 84066 Yes Single Family 180 176 75.00%
6125199 Tonga Mele 1324 West Sunburst Drive UT 84084 Yes Single Family 180 176 76.44%
6125207 Thompson Kyle 1399 East 5935 South UT 84121 Yes Single Family 180 176 70.00%
6125215 Hatch Kevin 162 North 1500 East UT 84040 Yes Single Family 180 176 76.76%
6125223 Cook Nathanael 839-841 East 400 South UT 84606 No Single Family 180 176 75.00%
6125231 Budge Jason 4890 West Saguaro Dr UT 84084 Yes Single Family 180 176 73.10%
6125249 Guenther Daniel 1811 225Th Place N.E. WA 98053 Yes Single Family 180 176 80.00%
6125256 Friedrich Nancy 9284 Ferncliff Ave N.E. WA 98110 Yes Single Family 180 176 58.31%
6125264 Perry James 1507 25Th Ave WA 98122 Yes Single Family 180 176 56.66%
6125272 Smith Edward 138 Mashell Ave WA 98328 Yes Single Family 180 176 66.47%
6125280 Castillo Freddy 684 Manor Dr CA 94044 Yes Single Family 180 176 75.00%
6125306 Howell Kimball 11888 S Hidden Valley Dr UT 84094 Yes Single Family 180 176 65.00%
6125314 Vasquez Benjamin 150 East 200 North UT 84651 Yes Single Family 180 177 81.11%
6125322 Lupastean George 1026 151St Ave S.E. WA 98007 Yes Single Family 180 176 75.00%
6125330 Hankins Jesse 1309 29Th Street WA 98221 Yes Single Family 180 176 80.00%
6125348 Cox Rodney 4000 West 200 North UT 84066 Yes Single Family 180 177 61.56%
6125355 Gourdin Raymond 9499 South 220 East UT 84070 Yes Single Family 180 176 75.00%
6127518 Nardone Douglas 364 Nw Kilpatrick Avenue FL 34983 Yes Single Family 360 358 80.00%
6127534 Smelser Robert 8850 Nw 7Th Street FL 33024 Yes Single Family 360 359 63.49%
6127542 Sanchez Crescencio 11959 Walsh Boulevard FL 33184 Yes Single Family 360 359 69.57%
6127575 Grimsley Kevin 5440 Lancelot Lane FL 33331 Yes Single Family 360 359 85.00%
6127583 Reinman Barbara 6831 Coolidge Street FL 33024 Yes Single Family 360 359 63.63%
6127591 Stewart Lincoln 9750 Sw 15Th St FL 33025 Yes Single Family 360 360 28.50%
6127609 Valboa Frank 620 Sw Granadeer St FL 34983 Yes Single Family 180 179 70.00%
6127617 Fleming Christophe 520 South Palm Way FL 33460 Yes Single Family 360 359 78.49%
6127625 Hesse Janis 954 W River Dr FL 33063 Yes Single Family 360 359 75.10%
6127633 Ostendarp James 12750 Orange Grove Blvd FL 33411 Yes Single Family 360 359 55.37%
6131205 Martinez Franco 112 Canton Street TX 77012 Yes Single Family 360 357 75.00%
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
Scheduled Scheduled
Mortgage First Stated Principal Original Scheduled Next Rate
Loan Interest Payment Maturity & Interest Paid to Principal Principal Adjustment Gross
Number Rate Due Date Date Payment Date Balance Balance Date Margin
---- -------- ---- ------- ---- ------- ------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6118335 12.250% 08/01/1996 07/01/2011 $ 519.36 07/01/1996 $ 42,700.00 $ 42,700.00
6118368 10.750% 08/01/1996 07/01/2011 $ 1,120.39 09/01/1996 $ 99,950.00 $ 99,247.98
6118467 10.990% 08/01/1996 07/01/2026 $ 899.23 08/01/1996 $ 94,500.00 $ 94,466.22
6118616 11.740% 09/01/1996 08/01/2026 $ 443.81 08/01/1996 $ 44,000.00 $ 44,000.00
6118624 13.500% 09/01/1996 08/01/2026 $ 1,820.06 09/01/1996 $ 158,900.00 $ 158,867.57
6118707 11.250% 09/01/1996 08/01/2026 $ 536.63 08/01/1996 $ 55,250.00 $ 55,250.00
6118863 10.740% 09/01/1996 08/01/2011 $ 773.02 09/01/1996 $ 69,000.00 $ 68,844.53
6118905 10.990% 09/01/1996 08/01/2026 $ 338.33 08/01/1996 $ 35,555.00 $ 35,555.00
6118996 12.500% 09/01/1996 08/01/2026 $ 408.23 09/01/1996 $ 38,250.00 $ 38,240.21
6119275 12.000% 10/01/1996 09/01/2026 $ 829.07 09/01/1996 $ 80,600.00 $ 80,600.00
6119333 11.250% 09/01/1996 08/01/2026 $ 575.48 08/01/1996 $ 59,250.00 $ 59,250.00
6119473 10.500% 10/01/1996 09/01/2026 $ 368.26 09/01/1996 $ 39,450.00 $ 39,450.00
6119564 9.500% 10/01/1996 09/01/2026 $ 479.29 09/01/1996 $ 57,000.00 $ 57,000.00
6119580 11.250% 10/01/1996 09/01/2026 $ 291.38 09/01/1996 $ 30,000.00 $ 30,000.00
6119606 13.625% 10/01/1996 09/01/2026 $ 693.16 09/01/1996 $ 60,000.00 $ 60,000.00
6119705 11.250% 09/01/1996 08/01/2026 $ 924.65 09/01/1996 $ 95,200.00 $ 95,167.85
6119846 12.250% 10/01/1996 09/01/2026 $ 641.32 09/01/1996 $ 61,200.00 $ 61,200.00
6119853 10.750% 10/01/1996 09/01/2026 $ 1,502.91 09/01/1996 $ 161,000.00 $ 161,000.00
6119960 11.500% 09/01/1996 08/01/2026 $ 1,227.97 09/01/1996 $ 124,000.00 $ 123,960.36
6120216 11.750% 02/15/1996 01/15/2026 $ 923.61 07/15/1996 $ 91,500.00 $ 91,329.86
6125009 11.250% 03/01/1996 02/01/2011 $ 539.05 08/01/1996 $ 55,500.00 $ 55,384.91
6125017 11.250% 04/01/1996 03/01/2011 $ 990.63 08/01/1996 $ 103,000.00 $ 102,766.61
6125033 9.875% 04/01/1996 03/01/2011 $ 1,124.51 08/01/1996 $ 129,500.00 $ 129,200.95
6125041 10.875% 04/01/1996 03/01/2011 $ 513.88 07/01/1996 $ 54,500.00 $ 54,419.02
6125058 10.500% 04/01/1996 03/01/2011 $ 859.85 07/01/1996 $ 94,000.00 $ 93,809.95
6125066 10.750% 04/01/1996 03/01/2011 $ 980.16 08/01/1996 $ 105,000.00 $ 104,798.74
6125074 8.875% 05/01/1996 04/01/2011 $ 978.64 08/01/1996 $ 123,000.00 $ 122,721.12
6125082 9.875% 05/01/1996 04/01/2011 $ 1,061.56 07/01/1996 $ 122,250.00 $ 122,025.07
6125090 9.000% 05/01/1996 04/01/2011 $ 1,357.80 08/01/1996 $ 168,750.00 $ 168,107.47
6125108 10.875% 06/01/1996 05/01/2011 $ 681.24 07/01/1996 $ 72,250.00 $ 72,162.76
6125116 9.500% 05/01/1996 04/01/2011 $ 462.47 08/01/1996 $ 55,000.00 $ 54,671.94
6125132 9.875% 06/01/1996 05/01/2011 $ 593.08 08/01/1996 $ 68,300.00 $ 68,146.90
6125140 9.750% 06/01/1996 05/01/2011 $ 1,202.82 07/01/1996 $ 140,000.00 $ 139,802.44
6125157 9.375% 06/01/1996 05/01/2026 $ 1,097.91 08/01/1996 $ 132,000.00 $ 131,798.45
6125165 10.500% 05/01/1996 04/01/2011 $ 1,143.42 07/01/1996 $ 125,000.00 $ 124,798.70
6125173 9.125% 05/01/1996 04/01/2011 $ 848.02 08/01/1996 $ 83,000.00 $ 80,902.67
6125181 9.750% 06/01/1996 05/01/2011 $ 405.95 08/01/1996 $ 47,250.00 $ 47,183.34
6125199 11.375% 06/01/1996 05/01/2011 $ 674.77 08/01/1996 $ 68,800.00 $ 68,708.30
6125207 11.375% 06/01/1996 05/01/2011 $ 1,029.80 08/01/1996 $ 105,000.00 $ 104,895.56
6125215 11.500% 06/01/1996 05/01/2011 $ 1,102.19 08/01/1996 $ 111,300.00 $ 110,846.03
6125223 9.875% 06/01/1996 05/01/2011 $ 814.08 08/01/1996 $ 93,750.00 $ 93,590.66
6125231 9.750% 06/01/1996 05/01/2011 $ 728.56 08/01/1996 $ 84,800.00 $ 84,680.35
6125249 9.750% 06/01/1996 05/01/2011 $ 1,409.01 08/01/1996 $ 164,000.00 $ 163,768.60
6125256 9.875% 06/01/1996 05/01/2011 $ 2,240.34 08/01/1996 $ 258,000.00 $ 257,645.46
6125264 10.000% 06/01/1996 05/01/2011 $ 899.95 07/01/1996 $ 102,550.00 $ 102,412.76
6125272 15.000% 06/01/1996 05/01/2011 $ 739.70 07/01/1996 $ 58,500.00 $ 58,474.33
6125280 10.750% 06/01/1996 05/01/2011 $ 1,400.22 08/01/1996 $ 150,000.00 $ 149,829.06
6125306 10.125% 06/01/1996 05/01/2011 $ 1,095.23 08/01/1996 $ 123,500.00 $ 123,339.05
6125314 9.750% 07/01/1996 06/01/2011 $ 627.18 07/01/1996 $ 73,000.00 $ 72,934.59
6125322 9.500% 06/01/1996 05/01/2011 $ 1,671.20 08/01/1996 $ 198,750.00 $ 198,454.38
6125330 9.750% 06/01/1996 05/01/2011 $ 804.17 08/01/1996 $ 93,600.00 $ 93,467.93
6125348 11.750% 07/01/1996 06/01/2011 $ 446.16 08/01/1996 $ 44,200.00 $ 44,173.13
6125355 9.875% 06/01/1996 05/01/2011 $ 1,056.30 08/01/1996 $ 99,000.00 $ 98,225.48
6127518 11.990% 08/01/1996 07/01/2026 $ 666.04 08/01/1996 $ 64,800.00 $ 64,781.42
6127534 9.990% 09/01/1996 08/01/2026 $ 701.47 09/01/1996 $ 80,000.00 $ 79,964.53
6127542 9.990% 09/01/1996 08/01/2026 $ 701.47 09/01/1996 $ 80,000.00 $ 79,964.53
6127575 11.500% 09/01/1996 08/01/2026 $ 1,473.06 09/01/1996 $ 148,750.00 $ 148,702.46
6127583 9.250% 09/01/1996 08/01/2026 $ 493.61 09/01/1996 $ 60,000.00 $ 59,968.52
6127591 11.250% 10/01/1996 09/01/2026 $ 406.96 09/01/1996 $ 41,900.00 $ 41,900.00
6127609 12.990% 09/01/1996 08/01/2011 $ 469.16 08/01/1996 $ 37,100.00 $ 37,100.00
6127617 9.990% 09/01/1996 08/01/2026 $ 640.09 08/01/1996 $ 73,000.00 $ 73,000.00
6127625 10.990% 09/01/1996 08/01/2026 $ 749.36 08/01/1996 $ 78,750.00 $ 78,750.00
6127633 10.250% 09/01/1996 08/01/2026 $ 739.28 08/01/1996 $ 82,500.00 $ 82,500.00
6131205 10.450% 07/01/1996 06/01/2026 $ 218.64 09/01/1996 $ 24,000.00 $ 23,980.64
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Fixed Rate Mortgages)
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
Stated
Mortgagor's Property Original Remaining Loan-to-
Loan ------------------------- --------------------------------------- Owner Property Term to Term to Value
Number Last Name First Name Street Address State Zip Occupied Type Maturity Maturity Ratio
- ------ --------- ---------- -------------- ----- --- -------- ---- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6132567 Mclaughlin I Max 1750 Hargrove Road GA 30822 Yes Single Family 360 359 57.89%
6132625 Dupain Donald 920 Rear Fallowfield PA 15022 No Single Family 360 360 76.67%
194
=======
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
Scheduled Scheduled
Mortgage First Stated Principal Original Scheduled Next Rate
Loan Interest Payment Maturity & Interest Paid to Principal Principal Adjustment Gross
Number Rate Due Date Date Payment Date Balance Balance Date Margin
---- -------- ---- ------- ---- ------- ------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6132567 10.875% 09/01/1996 08/01/2026 $ 829.75 09/01/1996 $ 88,000.00 $ 87,967.75
6132625 11.750% 10/01/1996 09/01/2026 $ 162.52 09/01/1996 $ 16,100.00 $ 16,100.00
194 $ 16,938,803.00 $ 16,915,549.07
======= ================================
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Fixed Rate Mortgages)
<TABLE>
<CAPTION>
(i) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) (xxiv) (xxv) (xxvi) (xxvii)
Maximum Minimum Original
Mortgage Mortgage Mortgage Maximum First Rate Credit Original
Loan Loan Interest Interest Interest Periodic First Rate Documentation Adjustment Risk Appraisal
Number Purpose Rate Rate Rate Rate Cap Adjustment Level Index Date Grade Value
- ------ ------- ---- ---- ---- -------- ---------- ----- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6001531 Cash-out 1003 B $ 240,000.00
6006969 Cash-out FULL C $ 55,000.00
6007942 Cash-out FULL A- $ 70,000.00
6012587 Cash-out FULL A- $ 145,000.00
6021919 Cash-out FULL C $ 290,000.00
6023675 Cash-out FULL B $ 75,000.00
6024806 Cash-out FULL D $ 54,500.00
6025480 Cash-out 1003 B $ 150,000.00
6026892 Cash-out 1003 B $ 130,000.00
6027080 Refinance FULL B $ 147,500.00
6031546 Cash-out FULL A $ 70,000.00
6031686 Cash-out 1003 B $ 45,000.00
6031835 Refinance FULL A- $ 192,000.00
6031900 Cash-out 1003 A $ 110,000.00
6031991 Cash-out 1003 A $ 155,000.00
6032049 Cash-out FULL B $ 156,000.00
6032189 Cash-out 1003 D $ 115,000.00
6032239 Cash-out 1003 A- $ 240,000.00
6032411 Refinance FULL A $ 57,000.00
6032445 Cash-out FULL B $ 74,500.00
6032486 Refinance LITE A $ 248,000.00
6032528 Purchase FULL B $ 105,000.00
6032536 Refinance FULL A- $ 103,500.00
6032635 Cash-out FULL A $ 220,000.00
6032643 Cash-out FULL A- $ 97,000.00
6032668 Refinance FULL A- $ 120,000.00
6032676 Cash-out FULL B $ 135,000.00
6032825 Refinance 1003 A- $ 100,000.00
6033104 Purchase FULL A $ 35,000.00
6033112 Purchase FULL C $ 105,000.00
6033120 Cash-out FULL A- $ 108,000.00
6033179 Refinance 1003 A- $ 53,900.00
6033203 Refinance FULL A- $ 185,000.00
6033245 Cash-out FULL B $ 91,000.00
6033294 Cash-out FULL A- $ 46,000.00
6033427 Cash-out FULL A- $ 150,000.00
6033450 Refinance FULL A- $ 99,000.00
6033468 Cash-out 1003 A- $ 162,000.00
6033559 Cash-out 1003 A- $ 55,000.00
6033591 Purchase LITE A- $ 205,000.00
6033625 Cash-out FULL C $ 53,000.00
6033658 Purchase FULL A- $ 47,500.00
6033724 Cash-out 1003 B $ 75,000.00
6033823 Refinance 1003 B $ 120,000.00
6033997 Cash-out 1003 A $ 83,000.00
6034052 Refinance FULL A- $ 118,000.00
6034169 Cash-out 1003 A $ 255,000.00
6034268 Cash-out FULL A $ 94,000.00
6034292 Cash-out FULL A- $ 145,000.00
6034318 Cash-out 1003 A- $ 90,000.00
6034359 Cash-out 1003 B $ 74,000.00
6034367 Cash-out FULL A- $ 85,000.00
6034409 Cash-out FULL A- $ 120,000.00
6034425 Cash-out 1003 A- $ 40,000.00
6034433 Cash-out FULL B $ 129,000.00
6034441 Cash-out FULL B $ 295,000.00
6034474 Cash-out FULL A- $ 63,000.00
6034540 Cash-out 1003 C $ 86,000.00
6034631 Cash-out LITE B $ 39,000.00
6034698 Refinance FULL A $ 275,000.00
6034706 Refinance 1003 A- $ 71,000.00
6034722 Refinance FULL A- $ 125,000.00
6034730 Cash-out FULL B $ 48,000.00
6034763 Refinance 1003 A- $ 169,000.00
<CAPTION>
(i) (xxxi) (xxxii) (xxxiv) (xxxvii) (xxxviii) (xxxix)
Rounding Due-on-
Loan Sale Prepayment Code Sale Program
Number Price Penalty (nearest) Assumable Clause Code
- ------ ----- ------- --------- --------- ------ ----
<S> <C> <C> <C> <C> <C> <C>
6001531 N/A 5 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6006969 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6007942 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6012587 N/A 5 YR 0.125% No Yes 15 Yr Fixed
6021919 N/A 5 YR 0.125% No Yes 15 Yr Fixed
6023675 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6024806 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6025480 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6026892 N/A 2 YR 0.125% No Yes 30 Yr Fixed
6027080 N/A 5 YR 0.125% No Yes 30 Yr Fixed Buydown
6031546 N/A 3 YR 0.125% No Yes 30 Yr Fixed Buydown
6031686 N/A 3 YR 0.125% No Yes 30 Yr Fixed Buydown
6031835 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6031900 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6031991 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6032049 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6032189 N/A 3 YR 0.125% No Yes 30 Yr Fixed Buydown
6032239 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6032411 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6032445 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6032486 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6032528 $ 105,000.00 3 YR 0.125% No Yes 30 Yr Fixed Buydown
6032536 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6032635 N/A 5 YR 0.125% No Yes 15 Yr Fixed
6032643 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6032668 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6032676 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6032825 N/A 3 YR 0.125% No Yes 20 Yr Fixed
6033104 $ 35,000.00 3 YR 0.125% No Yes 30 Yr Fixed
6033112 $ 105,000.00 3 YR 0.125% No Yes 30 Yr Fixed
6033120 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6033179 N/A 3 YR 0.125% No Yes 15 Yr Fixed
6033203 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6033245 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6033294 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6033427 N/A 3 YR 0.125% No Yes 15 Yr Fixed
6033450 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6033468 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6033559 N/A 3 YR 0.125% No Yes 30 Yr Fixed Buydown
6033591 $ 205,000.00 3 YR 0.125% No Yes 30 Yr Fixed Buydown
6033625 N/A 3 YR 0.125% No Yes 30 Yr Fixed Buydown
6033658 $ 47,500.00 3 YR 0.125% No Yes 30 Yr Fixed
6033724 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6033823 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6033997 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6034052 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6034169 N/A 2 YR 0.125% No Yes 15 Yr Fixed
6034268 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6034292 N/A 3 YR 0.125% No Yes 15 Yr Fixed
6034318 N/A 3 YR 0.125% No Yes 30 Yr Fixed Buydown
6034359 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6034367 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6034409 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6034425 N/A 3 YR 0.125% No Yes 15 Yr Fixed
6034433 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6034441 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6034474 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6034540 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6034631 N/A 5 YR 0.125% No Yes 15 Yr Fixed Buydown
6034698 N/A 5 YR 0.125% No Yes 15 Yr Fixed
6034706 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6034722 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6034730 N/A 3 YR 0.125% No Yes 15 Yr Fixed
6034763 N/A 3 YR 0.125% No Yes 30 Yr Fixed
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Fixed Rate Mortgages)
<TABLE>
(i) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) (xxiv) (xxv) (xxvi) (xxvii)
Maximum Minimum Original
Mortgage Mortgage Mortgage Maximum First Rate Credit Original
Loan Loan Interest Interest Interest Periodic First Rate Documentation Adjustment Risk Appraisal
Number Purpose Rate Rate Rate Rate Cap Adjustment Level Index Date Grade Value
- ------ ------- ---- ---- ---- -------- ---------- ----- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6034870 Cash-out LITE A- $ 175,000.00
6034912 Purchase FULL B $ 110,000.00
6034946 Refinance FULL B $ 164,000.00
6034953 Cash-out FULL A- $ 127,000.00
6034961 Cash-out FULL A- $ 130,000.00
6035026 Refinance FULL B $ 190,000.00
6035042 Cash-out FULL A- $ 126,000.00
6035075 Cash-out FULL A- $ 115,000.00
6035109 Refinance 1003 A- $ 165,000.00
6035125 Cash-out 1003 A- $ 100,000.00
6035133 Cash-out 1003 B $ 97,000.00
6035166 Cash-out FULL A- $ 165,000.00
6035257 Cash-out FULL A $ 136,000.00
6035273 Cash-out FULL A $ 120,000.00
6035307 Cash-out FULL C $ 117,000.00
6035349 Refinance FULL A $ 52,500.00
6035364 Cash-out FULL A- $ 87,000.00
6035380 Cash-out FULL A $ 150,000.00
6035398 Cash-out FULL A- $ 114,000.00
6035414 Cash-out 1003 B $ 152,000.00
6035513 Cash-out 1003 A- $ 122,000.00
6035521 Cash-out FULL A $ 160,000.00
6035547 Cash-out 1003 B $ 137,500.00
6035711 Cash-out FULL A $ 50,000.00
6035745 Cash-out FULL A- $ 185,000.00
6035802 Cash-out 1003 A- $ 79,000.00
6035810 Cash-out FULL A- $ 149,000.00
6035828 Cash-out 1003 A- $ 185,000.00
6035901 Cash-out 1003 B $ 148,000.00
6035919 Cash-out FULL A- $ 185,000.00
6035927 Cash-out FULL A- $ 120,000.00
6035943 Cash-out 1003 C $ 66,000.00
6035976 Refinance 1003 A $ 135,000.00
6035984 Cash-out FULL B $ 109,000.00
6036016 Cash-out LITE B $ 190,000.00
6036131 Cash-out FULL A $ 160,000.00
6036156 Cash-out FULL C $ 90,000.00
6036263 Refinance FULL A- $ 76,000.00
6036305 Cash-out FULL A- $ 65,000.00
6036313 Cash-out FULL A- $ 126,000.00
6036446 Cash-out FULL B $ 69,000.00
6112585 Refinance 1003 C $ 425,000.00
6116503 Cash-out FULL D $ 418,000.00
6116537 Cash-out 1003 A $ 160,000.00
6116941 Purchase 1003 A- $ 170,000.00
6116990 Cash-out FULL B $ 145,000.00
6117170 Cash-out FULL B $ 155,000.00
6117188 Cash-out 1003 A- $ 292,000.00
6117220 Cash-out 1003 A- $ 100,000.00
6117261 Refinance FULL B $ 635,000.00
6117311 Cash-out FULL A- $ 176,000.00
6117329 Cash-out FULL C $ 65,000.00
6117337 Cash-out 1003 A- $ 127,500.00
6117345 Cash-out 1003 A- $ 70,000.00
6117352 Cash-out FULL B $ 175,500.00
6117618 Cash-out FULL C $ 104,000.00
6117717 Refinance 1003 A- $ 134,000.00
6117923 Purchase FULL B $ 163,000.00
6118087 Purchase 1003 B $ 109,000.00
6118186 Purchase 1003 B $ 225,000.00
6118210 Cash-out 1003 A- $ 76,500.00
6118251 Cash-out FULL C $ 225,000.00
6118277 Purchase 1003 A- $ 55,000.00
6118285 Refinance 1003 A- $ 77,000.00
<CAPTION>
(i) (xxxi) (xxxii) (xxxiv) (xxxvii) (xxxviii) (xxxix)
Rounding Due-on-
Loan Sale Prepayment Code Sale Program
Number Price Penalty (nearest) Assumable Clause Code
- ------ ----- ------- --------- --------- ------ ----
<S> <C> <C> <C> <C> <C> <C>
6034870 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6034912 $ 110,000.00 3 YR 0.125% No Yes 30 Yr Fixed
6034946 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6034953 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6034961 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6035026 N/A 3 YR 0.125% No Yes 30 Yr Fixed Buydown
6035042 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6035075 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6035109 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6035125 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6035133 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6035166 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6035257 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6035273 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6035307 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6035349 N/A 5 YR 0.125% No Yes 20 Yr Fixed
6035364 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6035380 N/A 5 YR 0.125% No Yes 15 Yr Fixed
6035398 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6035414 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6035513 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6035521 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6035547 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6035711 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6035745 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6035802 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6035810 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6035828 N/A 3 YR 0.125% No Yes 30 Yr Fixed Buydown
6035901 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6035919 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6035927 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6035943 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6035976 N/A 2 YR 0.125% No Yes 30 Yr Fixed
6035984 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6036016 N/A 3 YR 0.125% No Yes 30 Yr Fixed Buydown
6036131 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6036156 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6036263 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6036305 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6036313 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6036446 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6112585 N/A 0 YR 0.125% No Yes 30 Yr Fixed
6116503 N/A 3 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6116537 N/A 0 YR 0.125% No Yes 15 Yr Fixed
6116941 $ 119,000.00 0 YR 0.125% No Yes 30 Yr Fixed
6116990 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6117170 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6117188 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6117220 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6117261 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6117311 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6117329 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6117337 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6117345 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6117352 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6117618 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6117717 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6117923 $ 155,750.00 0 YR 0.125% No Yes 30 Yr Fixed
6118087 $ 105,000.00 3 YR 0.125% No Yes 30 Yr Fixed
6118186 $ 220,000.00 3 YR 0.125% No Yes 30 Yr Fixed
6118210 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6118251 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6118277 $ 49,000.00 2 YR 0.125% No Yes 30 Yr Fixed
6118285 N/A 0 YR 0.125% No Yes 15 Yr Fixed
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Fixed Rate Mortgages)
<TABLE>
(i) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) (xxiv) (xxv) (xxvi) (xxvii)
Maximum Minimum Original
Mortgage Mortgage Mortgage Maximum First Rate Credit Original
Loan Loan Interest Interest Interest Periodic First Rate Documentation Adjustment Risk Appraisal
Number Purpose Rate Rate Rate Rate Cap Adjustment Level Index Date Grade Value
- ------ ------- ---- ---- ---- -------- ---------- ----- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6118335 Cash-out FULL B $ 63,000.00
6118368 Purchase FULL B $ 134,000.00
6118467 Cash-out FULL B $ 135,000.00
6118616 Cash-out FULL A- $ 55,000.00
6118624 Cash-out FULL D $ 227,000.00
6118707 Cash-out FULL A- $ 65,000.00
6118863 Refinance FULL B $ 112,000.00
6118905 Cash-out 1003 B $ 47,000.00
6118996 Purchase FULL B $ 48,000.00
6119275 Cash-out 1003 B $ 124,000.00
6119333 Cash-out 1003 A- $ 79,000.00
6119473 Purchase FULL C $ 82,000.00
6119564 Cash-out FULL A- $ 420,500.00
6119580 Cash-out 1003 C $ 52,000.00
6119606 Purchase FULL C $ 87,000.00
6119705 Cash-out FULL A- $ 112,000.00
6119846 Refinance FULL A- $ 72,000.00
6119853 Cash-out 1003 B $ 230,000.00
6119960 Refinance FULL A- $ 160,000.00
6120216 Cash-out 1003 A $ 122,000.00
6125009 Refinance FULL B $ 74,000.00
6125017 Cash-out 1003 A- $ 128,000.00
6125033 Refinance FULL A $ 200,000.00
6125041 Cash-out 1003 A- $ 95,000.00
6125058 Refinance FULL B $ 130,000.00
6125066 Purchase FULL A- $ 141,000.00
6125074 Cash-out FULL B $ 164,000.00
6125082 Refinance FULL A- $ 156,000.00
6125090 Cash-out FULL B $ 225,000.00
6125108 Refinance FULL A- $ 85,000.00
6125116 Cash-out FULL A- $ 115,000.00
6125132 Refinance FULL B $ 120,000.00
6125140 Refinance FULL A- $ 175,000.00
6125157 Purchase FULL B $ 167,000.00
6125165 Cash-out 1003 A- $ 220,000.00
6125173 Cash-out FULL A- $ 155,000.00
6125181 Cash-out FULL A- $ 63,000.00
6125199 Cash-out FULL B $ 90,000.00
6125207 Cash-out FULL C $ 150,000.00
6125215 Cash-out 1003 B $ 145,000.00
6125223 Refinance FULL A- $ 125,000.00
6125231 Refinance FULL A- $ 116,000.00
6125249 Refinance FULL A- $ 205,000.00
6125256 Refinance 1003 A- $ 442,500.00
6125264 Refinance 1003 A- $ 181,000.00
6125272 Refinance FULL D $ 88,000.00
6125280 Cash-out 1003 A- $ 200,000.00
6125306 Cash-out 1003 A- $ 190,000.00
6125314 Refinance FULL A- $ 90,000.00
6125322 Cash-out FULL A- $ 265,000.00
6125330 Cash-out FULL A $ 117,000.00
6125348 Refinance FULL D $ 71,800.00
6125355 Refinance 1003 A- $ 132,000.00
6127518 Cash-out FULL B $ 81,000.00
6127534 Purchase 1003 A $ 126,000.00
6127542 Purchase 1003 A- $ 119,000.00
6127575 Purchase FULL A- $ 175,000.00
6127583 Cash-out 1003 A $ 94,300.00
6127591 Cash-out 1003 B $ 147,000.00
6127609 Cash-out 1003 D $ 53,000.00
6127617 Cash-out FULL A- $ 93,000.00
6127625 Purchase 1003 B $ 105,000.00
6127633 Cash-out 1003 A- $ 149,000.00
6131205 Purchase FULL A- $ 39,000.00
<CAPTION>
(i) (xxxi) (xxxii) (xxxiv) (xxxvii) (xxxviii) (xxxix)
Rounding Due-on-
Loan Sale Prepayment Code Sale Program
Number Price Penalty (nearest) Assumable Clause Code
- ------ ----- ------- --------- --------- ------ ----
<S> <C> <C> <C> <C> <C> <C>
6118335 N/A 3 YR 0.125% No Yes 15 Yr Fixed
6118368 $ 132,500.00 0 YR 0.125% No Yes 15 Yr Fixed
6118467 N/A 2 YR 0.125% No Yes 30 Yr Fixed
6118616 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6118624 N/A 0 YR 0.125% No Yes 30 Yr Fixed
6118707 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6118863 N/A 3 YR 0.125% No Yes 15 Yr Fixed
6118905 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6118996 $ 45,000.00 0 YR 0.125% No Yes 30 Yr Fixed
6119275 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6119333 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6119473 $ 82,000.00 2 YR 0.125% No Yes 30 Yr Fixed
6119564 N/A 0 YR 0.125% No Yes 30 Yr Fixed
6119580 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6119606 $ 85,800.00 3 YR 0.125% No Yes 30 Yr Fixed
6119705 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6119846 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6119853 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6119960 N/A 0 YR 0.125% No Yes 30 Yr Fixed
6120216 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6125009 N/A 1 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125017 N/A 1 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125033 N/A 1 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125041 N/A 1 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125058 N/A 1 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125066 $ - 1 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125074 N/A 0 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125082 N/A 0 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125090 N/A 3 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125108 N/A 1 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125116 N/A 3 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125132 N/A 1 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125140 N/A 3 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125157 $ 165,000.00 0 YR 0.125% No Yes 30 Yr Fixed
6125165 N/A 1 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125173 N/A 1 YR 0.125% No Yes 15 Yr Fixed
6125181 N/A 1 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125199 N/A 1 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125207 N/A 3 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125215 N/A 1 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125223 N/A 1 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125231 N/A 1 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125249 N/A 3 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125256 N/A 1 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125264 N/A 3 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125272 N/A 0 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125280 N/A 3 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125306 N/A 3 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125314 N/A 3 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125322 N/A 3 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125330 N/A 3 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125348 N/A 3 YR 0.125% No Yes 15 Yr Fixed Balloon 30 Yr Amor
6125355 N/A 3 YR 0.125% No Yes 15 Yr Fixed
6127518 N/A 5 YR 0.125% No Yes 30 Yr Fixed
6127534 $ 126,000.00 3 YR 0.125% No Yes 30 Yr Fixed
6127542 $ 115,000.00 5 YR 0.125% No Yes 30 Yr Fixed
6127575 $ 175,000.00 3 YR 0.125% No Yes 30 Yr Fixed
6127583 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6127591 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6127609 N/A 5 YR 0.125% No Yes 15 Yr Fixed
6127617 N/A 0 YR 0.125% No Yes 30 Yr Fixed
6127625 $ 105,000.00 3 YR 0.125% No Yes 30 Yr Fixed
6127633 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6131205 $ 32,000.00 0 YR 0.125% No Yes 30 Yr Fixed
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Fixed Rate Mortgages)
<TABLE>
(i) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) (xxiv) (xxv) (xxvi) (xxvii)
Maximum Minimum Original
Mortgage Mortgage Mortgage Maximum First Rate Credit Original
Loan Loan Interest Interest Interest Periodic First Rate Documentation Adjustment Risk Appraisal
Number Purpose Rate Rate Rate Rate Cap Adjustment Level Index Date Grade Value
- ------ ------- ---- ---- ---- -------- ---------- ----- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6132567 Refinance FULL B $ 152,000.00
6132625 Cash-out 1003 A- $ 21,000.00
194
========
<CAPTION>
(i) (xxxi) (xxxii) (xxxiv) (xxxvii) (xxxviii) (xxxix)
Rounding Due-on-
Loan Sale Prepayment Code Sale Program
Number Price Penalty (nearest) Assumable Clause Code
- ------ ----- ------- --------- --------- ------ ----
<S> <C> <C> <C> <C> <C> <C>
6132567 N/A 3 YR 0.125% No Yes 30 Yr Fixed
6132625 N/A 0 YR 0.125% No Yes 30 Yr Fixed
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
Stated
Mortgagor's Property Original Remaining Loan-to-
Loan -------------------------- --------------------------------------- Owner Property Term to Term to Value
Number Last Name First Name Street Address State Zip Occupied Type Maturity Maturity Ratio
- ------ --------- ---------- -------------- ----- --- -------- ---- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2291532 Kruschke Duane 1601 S 40Th St WA 98408 Yes Single Family 360 346 65.00%
2291649 Snyder Jacob 1700 12Th Street TX 77547 Yes Single Family 360 347 58.11%
2297141 Janik Peter 137-25 Holly Avenue NY 11355 Yes 2 Family Unit 360 348 65.00%
6006159 San Nicolas Gloria 221 N. 6Th Street AZ 85901 Yes Single Family 360 345 70.00%
6006340 Suarez Fe 601 Somoa Lane CA 95330 Yes Single Family 360 345 70.00%
6007140 Ingram Jared 225 North 200 West UT 84648 Yes Single Family 360 346 69.95%
6007173 Ryan Susan 1127 Van Buren Street OR 97402 Yes Single Family 360 346 59.88%
6016398 Wilder Tony 7306 Brighton Av CA 90047 Yes Single Family 360 351 56.02%
6017198 Smith Eddie 26880 Southeast Highway 22 OR 97022 Yes Single Family 360 350 75.00%
6020796 Knowlton Nicki 1740 N. 285 W. UT 84041 Yes Single Family 360 352 69.96%
6022388 Dillon Cormac 2701 Southwest 314Th St WA 98023 Yes Single Family 360 353 70.00%
6022834 Rhoads Shauna 1528 N. 350 E. UT 84037 Yes Single Family 360 353 75.00%
6023725 Perez Eduardo 11 Chula Vista AZ 85621 Yes Single Family 360 353 75.00%
6024467 Gregory Richard 3711 Kendra Street OR 97404 Yes Single Family 360 354 75.00%
6027395 Jaffee Charles 8614 Southeast Mill Street OR 97216 Yes Single Family 360 355 75.00%
6028286 Overall Roann 70 East Third Avenue UT 84047 Yes Single Family 360 356 65.00%
6031272 Escalera Julio 994 South Cheyenne Street UT 84104 Yes Single Family 360 358 80.00%
6031371 Cedeno Pedro 766 S.E. Chaloupe FL 34983 No Single Family 360 358 70.00%
6031777 Fleck Frank 11404 N.E. 106Th Lane WA 98033 Yes Single Family 360 358 80.00%
6031892 Clawson-John Linda 2451 Birchwood Circle CA 96002 Yes Single Family 360 358 72.44%
6031959 Warren Michael 301 S. Pennsylvania Street OR 97147 Yes Single Family 360 358 65.00%
6031967 Frazier Susan 9139 Bamboo Lane CA 92503 Yes Single Family 360 358 71.69%
6031983 Leal Maria 5112 East 60Th Street CA 90270 Yes Single Family 360 358 80.00%
6032007 Page Christine 1301 North Paulsen Avenue CA 90220 Yes 2 Family Unit 360 358 80.00%
6032098 Villanueva Clemente 11397 Pena Way CA 91752 Yes Single Family 360 358 80.00%
6032106 Young Richard 16352 East Bellbrook Stree CA 91723 No Single Family 360 358 69.38%
6032114 Young Richard 4744 N. Vincent Avenue CA 91723 Yes Single Family 360 358 65.00%
6032130 Brown Charles 9913-9919 Paxton Road FL 32219 Yes Single Family 360 358 65.00%
6032148 Carpenter Monica 18920 Northwest 44Th Avenu FL 33055 Yes Single Family 360 358 80.00%
6032205 Barnes Eula 818 North Grandee Avenue CA 90220 Yes Single Family 360 358 80.00%
6032213 Garcia Lawrence 203 North Third Street CA 92227 Yes Single Family 360 358 80.00%
6032262 Lund Iii James 2641 East Cholla Street AZ 85028 No Single Family 360 358 70.00%
6032288 Murray Harold 52826 Seven Oaks Drive MI 48316 Yes Single Family 360 358 80.00%
6032296 Patania Carolyn 10 Fairway Drive CA 95928 Yes Single Family 360 358 65.00%
6032304 Schlicht Kurt 20220 Sw 315Th Street FL 33030 Yes Single Family 360 358 70.00%
6032320 White Robert 11710 Southeast Powell Bou OR 97266 Yes Single Family 360 358 85.00%
6032338 Wilhamena 610 128Th Avenue Northeast WA 98005 Yes Single Family 360 358 49.42%
6032353 Daniels Rosie 9828 Bandera Street CA 90002 Yes Single Family 360 358 70.00%
6032379 Kaji Suhail 2839 Foxhill MI 48310 Yes Single Family 360 358 47.83%
6032395 Martin Iii Jerome 1607 Northeast Holman Stre OR 97211 Yes Single Family 360 358 70.00%
6032429 Bergamo Barbara 463 South Washington Stree CO 80209 Yes Single Family 360 358 44.35%
6032452 Ritchey Todd 1755 Northeast 89Th Street WA 98115 Yes Single Family 360 358 80.00%
6032460 Root George 3533 Laurel Canyon Bouleva CA 91604 Yes Single Family 360 358 74.36%
6032478 Thomas Keefe 17991 East Milan Place CO 80013 Yes Single Family 360 358 76.52%
6032494 De Armond Jr Don 15 169Th Street IN 46324 Yes Single Family 360 358 64.71%
6032544 Trombley Nadine 924 Lincoln Avenue IN 46807 Yes Single Family 360 358 70.00%
6032551 Walker Terry 2136 West 81St Street CA 90047 Yes Single Family 360 358 75.00%
6032585 Grier John 518 North Mayo Avenue CA 90221 Yes Single Family 360 358 75.00%
6032619 Lucero Dennis 6167 West Contadora Drive UT 84120 Yes Single Family 360 358 75.00%
6032627 Mendoza Enrique 11759 E. Havenwood Drive CA 90606 Yes Single Family 360 358 80.00%
6032650 Schaumann Wesley 762 Victoria Lane CA 92386 Yes Single Family 360 358 72.67%
6032700 Wright Lajuana 14043 Fairgrove Avenue CA 91746 Yes Single Family 360 358 65.00%
6032726 Beardsley Edward 6300 North Camelback Manor AZ 85253 Yes Single Family 360 358 75.00%
6032734 Colosky Alice 35230 San Carlos Street CA 92399 Yes Single Family 360 358 85.00%
6032742 Conners Donna 741 North Lamer Street CA 91506 Yes Single Family 360 358 65.00%
6032759 Gaylord Sharon 18948 East Loyola Circle CO 80013 Yes Single Family 360 358 70.00%
6032767 Leonard Daniel 5751 East Fairfield Street AZ 85205 Yes PUD 360 358 75.00%
6032817 Shaffer Frank 304 El Dorado Parkway West FL 33914 Yes Single Family 360 358 75.00%
6032833 Thomason-Ank Susie 1264 Southeast Cobb OR 97470 Yes Single Family 360 358 75.00%
6032841 Tipper Sr. Thomas 414 South 49Th Street WA 98408 Yes Single Family 360 358 85.00%
6032874 Alverson Joleen 1023 East Flonette Avenue UT 84660 Yes Single Family 360 359 59.26%
6032924 Coleman Jr. Lavalle 4800 Northwest Kahneeta Co OR 97229 Yes Single Family 360 358 79.11%
6032932 Jewel Michael 9322 Artesian MI 48228 Yes Single Family 360 358 75.00%
6032957 Somerville Corry 5859 West Elmhurst Drive CO 80123 Yes Single Family 360 358 83.65%
6032965 Cobb Daniel 2254 First Road CA 95519 Yes Single Family 360 358 65.00%
6032973 Prasad Ramendra 2329 Chariton Street CA 90034 Yes Single Family 360 358 44.17%
6032999 Baker Jacqueline 13541 Dartmouth MI 48237 Yes Single Family 360 359 75.00%
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
Scheduled Scheduled
Mortgage First Stated Principal Original Scheduled Next Rate
Loan Interest Payment Maturity & Interest Paid to Principal Principal Adjustment Gross
Number Rate Due Date Date Payment Date Balance Balance Date Margin
- ------ ---- -------- ---- ------- ---- ------- ------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2291532 13.875% 08/01/1995 07/01/2025 $ 648.28 08/01/1996 $ 55,250.00 $ 55,028.43 01/01/1997 7.750%
2291649 14.250% 09/01/1995 08/01/2025 $ 314.94 08/01/1996 $ 26,150.00 $ 26,085.17 02/01/1997 8.375%
2297141 13.000% 10/15/1995 09/15/2025 $ 1,294.15 08/15/1996 $ 117,000.00 $ 116,709.50 03/15/1997 7.750%
6006159 12.375% 07/01/1995 06/01/2025 $ 643.45 08/01/1996 $ 60,900.00 $ 60,601.83 12/01/1996 6.750%
6006340 10.375% 07/01/1995 06/01/2025 $ 442.77 08/01/1996 $ 49,000.00 $ 48,604.96 12/01/1996 4.750%
6007140 13.000% 08/01/1995 07/01/2025 $ 597.35 07/01/1996 $ 54,000.00 $ 53,842.30 07/01/1997 6.000%
6007173 11.400% 08/01/1995 07/01/2025 $ 491.33 08/01/1996 $ 50,000.00 $ 49,775.18 07/01/1997 5.000%
6016398 8.150% 01/01/1996 12/01/2025 $ 554.46 08/01/1996 $ 74,500.00 $ 74,102.61 12/01/1997 5.500%
6017198 10.490% 12/01/1995 11/01/2025 $ 1,131.06 08/01/1996 $ 123,750.00 $ 123,290.68 11/01/1997 6.250%
6020796 12.250% 02/01/1996 01/01/2026 $ 822.60 08/01/1996 $ 78,500.00 $ 78,347.27 01/01/1998 7.000%
6022388 9.500% 03/01/1996 02/01/2026 $ 912.33 08/01/1996 $ 108,500.00 $ 108,173.37 02/01/1998 5.950%
6022834 10.500% 03/01/1996 02/01/2026 $ 2,117.23 08/01/1996 $ 231,750.00 $ 230,687.23 02/01/1997 6.000%
6023725 9.750% 03/01/1996 02/01/2026 $ 399.51 09/01/1996 $ 46,500.00 $ 46,367.15 02/01/1998 6.250%
6024467 11.000% 04/01/1996 03/01/2026 $ 685.67 08/01/1996 $ 72,000.00 $ 71,869.28 03/01/1998 7.000%
6027395 10.625% 05/01/1996 04/01/2026 $ 672.28 08/01/1996 $ 72,750.00 $ 72,635.94 04/01/1998 6.700%
6028286 11.990% 06/01/1996 05/01/2026 $ 681.46 08/01/1996 $ 66,300.00 $ 66,242.40 05/01/1998 7.750%
6031272 10.250% 08/01/1996 07/01/2026 $ 487.48 08/01/1996 $ 54,400.00 $ 54,377.19 07/01/1998 5.950%
6031371 8.740% 08/01/1996 07/01/2026 $ 478.67 09/01/1996 $ 60,900.00 $ 60,829.51 01/01/1997 6.700%
6031777 9.250% 08/01/1996 07/01/2026 $ 2,240.77 09/01/1996 $ 272,376.00 $ 272,092.50 07/01/1998 5.500%
6031892 8.990% 08/01/1996 07/01/2026 $ 2,049.95 08/01/1996 $ 255,000.00 $ 254,860.43 07/01/1998 5.500%
6031959 9.750% 08/01/1996 07/01/2026 $ 843.26 08/01/1996 $ 98,150.00 $ 98,104.21 07/01/1999 5.750%
6031967 9.000% 08/01/1996 07/01/2026 $ 784.51 08/01/1996 $ 97,500.00 $ 97,446.74 01/01/1997 6.500%
6031983 9.990% 08/01/1996 07/01/2026 $ 982.05 08/01/1996 $ 112,000.00 $ 111,950.35 01/01/1997 6.500%
6032007 10.500% 08/01/1996 07/01/2026 $ 987.92 08/01/1996 $ 108,000.00 $ 107,957.08 07/01/1998 6.500%
6032098 8.750% 08/01/1996 07/01/2026 $ 924.53 09/01/1996 $ 117,520.00 $ 117,452.39 01/01/1997 6.000%
6032106 7.500% 08/01/1996 07/01/2026 $ 776.13 08/01/1996 $ 111,000.00 $ 110,917.62 01/01/1997 5.500%
6032114 7.990% 08/01/1996 07/01/2026 $ 857.69 08/01/1996 $ 117,000.00 $ 116,058.63 01/01/1997 5.250%
6032130 14.990% 08/01/1996 07/01/2026 $ 731.02 09/01/1996 $ 57,850.00 $ 57,675.68 07/01/1998 7.950%
6032148 10.250% 08/01/1996 07/01/2026 $ 444.47 08/01/1996 $ 49,600.00 $ 49,579.20 07/01/1998 6.500%
6032205 9.950% 08/01/1996 07/01/2026 $ 873.88 08/01/1996 $ 100,000.00 $ 99,955.29 07/01/1998 6.500%
6032213 10.990% 08/01/1996 07/01/2026 $ 570.94 09/01/1996 $ 60,000.00 $ 59,978.56 07/01/1998 6.750%
6032262 9.250% 08/01/1996 07/01/2026 $ 691.05 08/01/1996 $ 84,000.00 $ 83,947.50 07/01/1998 6.000%
6032288 7.990% 08/01/1996 07/01/2026 $ 1,759.36 08/01/1996 $ 240,000.00 $ 239,838.64 01/01/1997 6.150%
6032296 9.750% 08/01/1996 07/01/2026 $ 2,094.19 08/01/1996 $ 243,750.00 $ 243,636.28 07/01/1998 6.500%
6032304 9.750% 08/01/1996 07/01/2026 $ 649.52 08/01/1996 $ 75,600.00 $ 75,564.73 01/01/1997 6.500%
6032320 10.500% 08/01/1996 07/01/2026 $ 933.03 08/01/1996 $ 102,000.00 $ 101,959.47 07/01/1998 5.950%
6032338 10.250% 08/01/1996 07/01/2026 $ 761.69 08/01/1996 $ 85,000.00 $ 84,964.35 07/01/1998 6.500%
6032353 9.500% 08/01/1996 07/01/2026 $ 735.75 08/01/1996 $ 87,500.00 $ 87,456.96 07/01/1998 6.250%
6032379 9.125% 08/01/1996 07/01/2026 $ 447.50 07/01/1996 $ 55,000.00 $ 55,000.00 01/01/1997 6.700%
6032395 11.500% 08/01/1996 07/01/2026 $ 519.90 08/01/1996 $ 52,500.00 $ 52,483.22 07/01/1998 7.750%
6032429 9.625% 08/01/1996 07/01/2026 $ 633.24 09/01/1996 $ 74,500.00 $ 74,428.34 07/01/1998 5.875%
6032452 10.500% 08/01/1996 07/01/2026 $ 958.65 09/01/1996 $ 104,800.00 $ 104,758.35 07/01/1998 5.950%
6032460 8.990% 08/01/1996 07/01/2026 $ 2,331.32 07/01/1996 $ 290,000.00 $ 290,000.00 07/01/1998 5.950%
6032478 9.990% 08/01/1996 07/01/2026 $ 771.61 08/01/1996 $ 88,000.00 $ 87,960.99 07/01/1998 6.250%
6032494 10.740% 08/01/1996 07/01/2026 $ 513.00 09/01/1996 $ 55,000.00 $ 54,958.31 07/01/1998 6.700%
6032544 13.250% 08/01/1996 07/01/2026 $ 370.38 09/01/1996 $ 32,900.00 $ 32,892.89 07/01/1998 6.750%
6032551 8.500% 08/01/1996 07/01/2026 $ 778.52 09/01/1996 $ 101,250.00 $ 101,126.90 07/01/1998 5.650%
6032585 9.625% 08/01/1996 07/01/2026 $ 796.87 08/01/1996 $ 93,750.00 $ 93,705.08 07/01/1998 5.950%
6032619 9.990% 08/01/1996 07/01/2026 $ 641.18 08/01/1996 $ 73,125.00 $ 73,092.59 07/01/1998 5.950%
6032627 8.750% 08/01/1996 07/01/2026 $ 1,069.91 09/01/1996 $ 136,000.00 $ 135,921.76 07/01/1998 4.750%
6032650 10.250% 08/01/1996 07/01/2026 $ 488.38 08/01/1996 $ 54,500.00 $ 54,477.14 07/01/1998 6.750%
6032700 12.500% 08/01/1996 07/01/2026 $ 950.39 08/01/1996 $ 89,050.00 $ 89,027.21 07/01/1998 7.750%
6032726 9.125% 08/01/1996 07/01/2026 $ 1,983.23 08/01/1996 $ 243,750.00 $ 243,620.29 07/01/1998 5.750%
6032734 9.990% 08/01/1996 07/01/2026 $ 968.90 08/01/1996 $ 110,500.00 $ 110,451.01 07/01/1998 5.950%
6032742 8.500% 08/01/1996 07/01/2026 $ 849.65 08/01/1996 $ 110,500.00 $ 110,398.05 07/01/1998 4.950%
6032759 12.500% 08/01/1996 07/01/2026 $ 806.85 08/01/1996 $ 75,600.00 $ 75,580.65 07/01/1998 6.750%
6032767 10.250% 08/01/1996 07/01/2026 $ 698.96 08/01/1996 $ 78,000.00 $ 77,881.40 07/01/1998 6.750%
6032817 11.750% 08/01/1996 07/01/2026 $ 908.47 09/01/1996 $ 90,000.00 $ 89,945.29 07/01/1999 6.750%
6032833 9.750% 08/01/1996 07/01/2026 $ 399.51 09/01/1996 $ 46,500.00 $ 46,455.44 07/01/1998 5.750%
6032841 9.750% 08/01/1996 07/01/2026 $ 657.25 09/01/1996 $ 76,500.00 $ 76,464.31 07/01/1998 5.950%
6032874 9.990% 09/01/1996 08/01/2026 $ 701.47 09/01/1996 $ 80,000.00 $ 79,964.53 08/01/1998 5.950%
6032924 10.500% 08/01/1996 07/01/2026 $ 1,143.42 09/01/1996 $ 125,000.00 $ 124,950.33 07/01/1998 7.250%
6032932 11.500% 08/01/1996 07/01/2026 $ 304.51 08/01/1996 $ 30,750.00 $ 30,740.69 01/01/1997 7.200%
6032957 7.250% 08/01/1996 07/01/2026 $ 753.25 08/01/1996 $ 110,418.00 $ 110,331.86 01/01/1997 5.450%
6032965 8.990% 08/01/1996 07/01/2026 $ 522.54 08/01/1996 $ 65,000.00 $ 64,964.42 01/01/1997 6.700%
6032973 7.375% 08/01/1996 07/01/2026 $ 1,098.17 08/01/1996 $ 159,000.00 $ 158,879.19 01/01/1997 4.500%
6032999 11.500% 09/01/1996 08/01/2026 $ 557.04 09/01/1996 $ 56,250.00 $ 56,232.02 08/01/1998 7.250%
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
Stated
Mortgagor's Property Original Remaining Loan-to-
Loan -------------------------- --------------------------------------- Owner Property Term to Term to Value
Number Last Name First Name Street Address State Zip Occupied Type Maturity Maturity Ratio
- ------ --------- ---------- -------------- ----- --- -------- ---- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6033005 Campbell Kenneth 590 West Locust Street OR 97383 Yes Single Family 360 358 75.00%
6033013 Dent Gordon 3120 Southwest 14Th Street FL 33312 Yes Single Family 360 359 75.00%
6033021 Hermiz Ziyad 24460 Brierman MI 48091 Yes Single Family 360 359 75.00%
6033039 Stephens Edward 747 Claridge Drive CA 94044 Yes Single Family 360 359 73.53%
6033054 Camilleri John 22862 Brookside North MI 48125 Yes Single Family 360 358 64.10%
6033062 Matyja Theodore 3031 Appletree Drive AZ 86404 Yes Single Family 360 358 74.84%
6033070 Murphy Elaine 5766 Bowesfield Street CA 90016 No Single Family 360 358 44.83%
6033088 Nalli Leo 1123 14Th Avenue WA 98122 No 3 Family Unit 360 359 60.00%
6033138 Romero Henry 7827 Whitsett Avenue CA 90001 Yes Single Family 360 359 70.00%
6033161 Watson Catherine 11704 Maple Street IN 46038 Yes Single Family 360 359 53.33%
6033187 Forbus Terry 3530 East Montreal Plac AZ 85032 Yes Single Family 360 358 85.00%
6033195 Leirer Walter 306 Primrose Circle FL 32541 Yes Single Family 360 359 85.00%
6033211 Flaherty Catherine 22939 Humming Bird Way CA 91302 Yes Single Family 360 359 40.00%
6033229 Gill Troy 3004 North Fulton Road CA 91767 Yes Single Family 360 359 75.00%
6033252 Levy Wesley 840 Red Bay Street FL 33948 Yes Single Family 360 359 80.00%
6033260 Post Steven 14807 Sourdough OR 97759 Yes PUD 360 359 75.00%
6033286 Kirkpatrick Burnadene 13012 Longworth Avenue CA 90650 Yes Single Family 360 359 75.00%
6033310 Graybeal Trevor 1540 Ne Vista Way OR 97030 Yes Single Family 360 359 75.00%
6033336 Kelly Christophe 24405 Southeast Strawberry OR 97009 Yes PUD 360 359 72.00%
6033385 O'Ryan Charlotte 1030 Fillmore Street OR 97402 Yes Single Family 360 359 41.42%
6033419 Bushong June 511 South Magnolia Avenue CA 92703 No Single Family 360 359 66.67%
6033435 Dumas Kenneth 101 Mission Hills Avenue FL 33617 Yes Single Family 360 359 80.00%
6033484 Nickel Ii George 443 Loraine Avenue CA 91740 No Single Family 360 359 60.00%
6033526 Conley Tamara 655 West 59Th Place CA 90044 No Single Family 360 359 65.00%
6033567 Ledesma Laura 22285 Oly Way CA 96080 Yes Single Family 360 359 41.67%
6033575 Phillips Kenneth 28246 Spencer Creek Road OR 97405 Yes Single Family 360 359 72.73%
6033583 Roberts Roy 1334 Southwest 4Th Court FL 33991 Yes Single Family 360 359 65.00%
6033609 Veal Patrice 11872 S.W. 188Th Terrace FL 33177 Yes Single Family 360 359 75.00%
6033633 Pellegrini Donald 1394 Us Highway 101 WA 98550 Yes Single Family 360 359 80.00%
6033641 Rohrer Garry 800 West Rancho Drive AZ 85013 Yes Single Family 360 359 60.47%
6033682 Jackson William 5731 South Lowell Boulevar CO 80123 Yes Condominium 360 359 80.00%
6033708 Marish Carl 220 Danby Road FL 33936 Yes Single Family 360 359 62.96%
6033716 Mckoan Mark 1700 Hollyhock Road FL 33414 Yes Single Family 360 359 80.00%
6033732 Yarnal Richard 2227 Republic Avenue CA 92627 Yes Single Family 360 359 80.00%
6033740 Leith Charles 6704 West Sack Drive AZ 85308 Yes PUD 360 359 77.64%
6033773 Duckett Henry 1610 West 133Rd Street CA 90222 Yes Single Family 360 359 48.80%
6033781 Najafi Hamid 2030 West Lobo Circle AZ 85202 Yes PUD 360 359 70.00%
6033807 Muir Sharon 3860 Faber Terrace MI 48328 Yes Single Family 360 359 83.52%
6033815 Herron Debbie 4322 West 5175 South UT 84118 Yes Single Family 360 359 70.00%
6033872 Jones Jeffrey 3949 Northwest 4Th Court FL 33442 Yes Single Family 360 359 80.00%
6033880 Lall Harry Rajindra 421 Northwest 39Th Street FL 33309 Yes Single Family 360 359 80.00%
6033898 Martin Clyde 1824 Circle Drive CA 95501 Yes Single Family 360 359 70.00%
6033906 Mccormack Gladys 2294 Grand Tetons Drive CA 95223 Yes Single Family 360 359 32.00%
6033922 Barber John 17856 Palomino Street CO 80601 Yes Single Family 360 359 60.00%
6033948 Gamet Jana 290 North 6Th Street OR 97051 Yes Single Family 360 359 75.00%
6033955 Heinzle Theresa 446 South 15Th Avenue OR 97113 Yes Single Family 360 359 75.00%
6033963 Pippin Bill 4765 Curvado Circle CA 93422 Yes Single Family 360 359 75.00%
6033971 Singleton Clarence 621 East 76Th Place CA 90001 Yes Single Family 360 359 75.00%
6033989 Ballesteros Manuel 972 East Camino Vista Del AZ 85621 Yes Single Family 360 359 70.00%
6034003 Fountain Calvin 2901 St. Tropez Drive CA 91761 Yes PUD 360 359 69.20%
6034011 Goode Randy 4000 Gulf Terrace Drive FL 32541 Yes Condominium 360 359 75.00%
6034029 Hooper Earl 2017 Southeast Elliott Ave OR 97214 Yes Single Family 360 359 46.30%
6034037 Joanou Sheila 1816 North 9Th Avenue AZ 85007 Yes Single Family 360 359 78.09%
6034060 Tran Ha 82 Angel Island Circle CA 95831 Yes Single Family 360 359 42.31%
6034078 Anton Gus 9475 Mckinley Street IN 46307 Yes Single Family 360 359 80.00%
6034102 Gardner Tim 2609 South Beech Street OR 97113 Yes Single Family 360 359 80.00%
6034136 Jacobs Albert 51864 Portage Rd. IN 46628 Yes Single Family 360 359 70.00%
6034151 Rapton Arthur 188 Lofty Lane AZ 86024 No Single Family 360 359 65.00%
6034177 Slentz Troy 11223 Shoreline Drive IN 46765 Yes Single Family 360 359 80.00%
6034185 Smoroske Judith 61384 Oak Road IN 46614 Yes Single Family 360 359 46.91%
6034193 Whitham Kelly 1524 Cedarwood Drive CO 80521 Yes Single Family 360 359 75.00%
6034201 Anderson Judith 7184 South Clarkson Street CO 80122 Yes Single Family 360 359 53.04%
6034219 Duarte Cuauthemoc 869 Maple Avenue CA 92250 Yes Single Family 360 359 58.57%
6034227 Geist James 10609-11 Oak Valley Road IN 46845 Yes 2 Family Unit 360 359 80.00%
6034235 Gonzales Sr Luther 4490 West Harvard Avenue CA 93722 Yes Single Family 360 359 75.00%
6034276 Morris Arthur 206-208 East 75Th Street CA 90003 No 2 Family Unit 360 359 26.52%
6034284 Muzatko Sharon 12302 Southeast 41St Lane WA 98006 Yes Condominium 360 359 50.42%
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
Scheduled Scheduled
Mortgage First Stated Principal Original Scheduled Next Rate
Loan Interest Payment Maturity & Interest Paid to Principal Principal Adjustment Gross
Number Rate Due Date Date Payment Date Balance Balance Date Margin
- ------ ---- -------- ---- ------- ---- ------- ------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6033005 10.250% 08/01/1996 07/01/2026 $ 1,223.18 09/01/1996 $ 136,500.00 $ 136,385.03 07/01/1998 6.750%
6033013 10.250% 09/01/1996 08/01/2026 $ 651.91 08/01/1996 $ 72,750.00 $ 72,750.00 02/01/1997 7.450%
6033021 10.875% 09/01/1996 08/01/2026 $ 579.88 09/01/1996 $ 61,500.00 $ 61,477.46 02/01/1997 7.450%
6033039 8.375% 09/01/1996 08/01/2026 $ 950.09 08/01/1996 $ 125,000.00 $ 125,000.00 08/01/1998 5.250%
6033054 11.990% 08/01/1996 07/01/2026 $ 513.92 09/01/1996 $ 50,000.00 $ 49,985.66 01/01/1997 7.500%
6033062 10.750% 08/01/1996 07/01/2026 $ 1,082.84 08/01/1996 $ 116,000.00 $ 115,956.33 07/01/1999 6.950%
6033070 11.500% 08/01/1996 07/01/2026 $ 772.43 09/01/1996 $ 78,000.00 $ 77,975.07 07/01/1998 6.750%
6033088 11.750% 09/01/1996 08/01/2026 $ 1,150.73 09/01/1996 $ 114,000.00 $ 113,965.52 08/01/1998 7.950%
6033138 10.250% 09/01/1996 08/01/2026 $ 878.18 09/01/1996 $ 98,000.00 $ 97,958.90 08/01/1998 6.500%
6033161 12.750% 09/01/1996 08/01/2026 $ 434.68 08/01/1996 $ 40,000.00 $ 39,694.32 08/01/1998 6.500%
6033187 10.990% 08/01/1996 07/01/2026 $ 719.05 08/01/1996 $ 75,565.00 $ 75,538.00 07/01/1998 5.950%
6033195 8.250% 09/01/1996 08/01/2026 $ 683.28 08/01/1996 $ 90,950.00 $ 90,950.00 02/01/1997 5.950%
6033211 8.750% 09/01/1996 08/01/2026 $ 692.30 08/01/1996 $ 88,000.00 $ 88,000.00 08/01/1998 5.500%
6033229 9.500% 09/01/1996 08/01/2026 $ 914.43 09/01/1996 $ 108,750.00 $ 108,696.51 08/01/1998 5.750%
6033252 11.500% 09/01/1996 08/01/2026 $ 530.80 09/01/1996 $ 53,600.00 $ 53,582.87 08/01/1999 6.750%
6033260 11.250% 09/01/1996 08/01/2026 $ 855.92 09/01/1996 $ 88,125.00 $ 88,095.25 08/01/1998 6.700%
6033286 10.250% 09/01/1996 08/01/2026 $ 940.91 08/01/1996 $ 105,000.00 $ 105,000.00 08/01/1998 6.750%
6033310 11.250% 09/01/1996 08/01/2026 $ 874.14 08/01/1996 $ 90,000.00 $ 90,000.00 08/01/1998 7.500%
6033336 10.990% 09/01/1996 08/01/2026 $ 1,185.27 09/01/1996 $ 124,560.00 $ 124,515.49 08/01/1998 7.250%
6033385 11.250% 09/01/1996 08/01/2026 $ 339.94 08/01/1996 $ 35,000.00 $ 35,000.00 08/01/1998 7.500%
6033419 7.740% 09/01/1996 08/01/2026 $ 644.15 09/01/1996 $ 90,000.00 $ 87,783.89 02/01/1997 5.700%
6033435 11.250% 09/01/1996 08/01/2026 $ 644.92 09/01/1996 $ 66,400.00 $ 66,377.58 08/01/1998 7.250%
6033484 10.500% 09/01/1996 08/01/2026 $ 987.92 08/01/1996 $ 108,000.00 $ 108,000.00 08/01/1998 7.000%
6033526 9.740% 09/01/1996 08/01/2026 $ 641.67 08/01/1996 $ 74,750.00 $ 74,750.00 08/01/1998 6.700%
6033567 11.250% 09/01/1996 08/01/2026 $ 582.76 08/01/1996 $ 60,000.00 $ 60,000.00 08/01/1998 7.250%
6033575 9.500% 09/01/1996 08/01/2026 $ 1,009.03 08/01/1996 $ 120,000.00 $ 120,000.00 08/01/1998 5.750%
6033583 9.990% 09/01/1996 08/01/2026 $ 877.71 09/01/1996 $ 100,100.00 $ 100,055.62 08/01/1998 5.950%
6033609 12.875% 09/01/1996 08/01/2026 $ 690.76 08/01/1996 $ 63,000.00 $ 63,000.00 08/01/1998 7.325%
6033633 9.750% 09/01/1996 08/01/2026 $ 683.89 08/01/1996 $ 79,600.00 $ 79,600.00 08/01/1998 5.500%
6033641 11.625% 09/01/1996 08/01/2026 $ 519.92 09/01/1996 $ 52,000.00 $ 51,983.83 08/01/1998 7.325%
6033682 11.250% 09/01/1996 08/01/2026 $ 613.84 08/01/1996 $ 63,200.00 $ 63,200.00 08/01/1998 7.250%
6033708 9.875% 09/01/1996 08/01/2026 $ 738.10 09/01/1996 $ 85,000.00 $ 84,961.38 02/01/1997 7.375%
6033716 10.250% 09/01/1996 08/01/2026 $ 1,167.08 08/01/1996 $ 130,240.00 $ 130,240.00 08/01/1998 6.750%
6033732 9.750% 09/01/1996 08/01/2026 $ 1,168.45 09/01/1996 $ 136,000.00 $ 135,936.55 08/01/1998 5.750%
6033740 10.990% 09/01/1996 08/01/2026 $ 1,177.57 08/01/1996 $ 123,750.00 $ 123,750.00 08/01/1998 7.100%
6033773 10.750% 09/01/1996 08/01/2026 $ 569.42 08/01/1996 $ 61,000.00 $ 61,000.00 08/01/1998 7.000%
6033781 12.990% 09/01/1996 08/01/2026 $ 1,306.94 08/01/1996 $ 118,230.00 $ 118,230.00 08/01/1998 7.750%
6033807 7.990% 09/01/1996 08/01/2026 $ 704.11 08/01/1996 $ 96,050.00 $ 96,050.00 02/01/1997 5.150%
6033815 9.750% 09/01/1996 08/01/2026 $ 511.20 09/01/1996 $ 59,500.00 $ 59,422.24 08/01/1998 5.950%
6033872 10.990% 09/01/1996 08/01/2026 $ 1,225.62 09/01/1996 $ 128,800.00 $ 128,753.97 02/01/1997 6.500%
6033880 9.990% 09/01/1996 08/01/2026 $ 743.55 08/01/1996 $ 84,800.00 $ 84,800.00 08/01/1998 6.250%
6033898 10.990% 09/01/1996 08/01/2026 $ 526.22 09/01/1996 $ 55,300.00 $ 55,280.24 02/01/1997 7.450%
6033906 12.500% 09/01/1996 08/01/2026 $ 426.90 09/01/1996 $ 40,000.00 $ 39,989.77 08/01/1998 7.700%
6033922 8.750% 09/01/1996 08/01/2026 $ 802.43 09/01/1996 $ 102,000.00 $ 101,933.75 08/01/1998 5.750%
6033948 10.500% 09/01/1996 08/01/2026 $ 631.17 09/01/1996 $ 69,000.00 $ 68,972.58 08/01/1998 7.000%
6033955 9.750% 09/01/1996 08/01/2026 $ 773.24 09/01/1996 $ 90,000.00 $ 89,958.01 08/01/1998 5.750%
6033963 10.500% 09/01/1996 08/01/2026 $ 1,131.99 09/01/1996 $ 123,750.00 $ 123,700.82 08/01/1998 6.250%
6033971 8.990% 09/01/1996 08/01/2026 $ 783.81 08/01/1996 $ 97,500.00 $ 97,500.00 02/01/1997 6.000%
6033989 9.750% 09/01/1996 08/01/2026 $ 992.32 09/01/1996 $ 115,500.00 $ 115,446.12 08/01/1998 6.250%
6034003 9.500% 09/01/1996 08/01/2026 $ 803.02 09/01/1996 $ 95,500.00 $ 95,453.02 08/01/1998 5.750%
6034011 7.625% 09/01/1996 08/01/2026 $ 276.04 09/01/1996 $ 39,000.00 $ 38,971.77 02/01/1997 5.325%
6034029 9.750% 09/01/1996 08/01/2026 $ 644.37 08/01/1996 $ 75,000.00 $ 75,000.00 08/01/1998 5.950%
6034037 10.250% 09/01/1996 08/01/2026 $ 1,189.57 08/01/1996 $ 132,750.00 $ 132,750.00 08/01/1998 6.250%
6034060 10.250% 09/01/1996 08/01/2026 $ 492.86 09/01/1996 $ 55,000.00 $ 54,976.93 08/01/1998 6.750%
6034078 10.750% 09/01/1996 08/01/2026 $ 821.46 09/01/1996 $ 88,000.00 $ 87,966.87 08/01/1999 5.950%
6034102 9.990% 09/01/1996 08/01/2026 $ 893.93 09/01/1996 $ 101,950.00 $ 101,904.80 08/01/1998 6.250%
6034136 11.500% 09/01/1996 08/01/2026 $ 828.38 08/01/1996 $ 83,650.00 $ 83,650.00 08/01/1998 6.750%
6034151 10.750% 09/01/1996 08/01/2026 $ 546.09 08/01/1996 $ 58,500.00 $ 58,500.00 08/01/1998 6.900%
6034177 9.750% 09/01/1996 08/01/2026 $ 509.99 08/01/1996 $ 59,360.00 $ 59,360.00 08/01/1998 5.750%
6034185 8.750% 09/01/1996 08/01/2026 $ 328.45 09/01/1996 $ 41,750.00 $ 41,725.98 08/01/1998 5.500%
6034193 9.990% 09/01/1996 08/01/2026 $ 822.03 08/01/1996 $ 93,750.00 $ 93,750.00 08/01/1999 6.750%
6034201 8.750% 09/01/1996 08/01/2026 $ 617.56 08/01/1996 $ 78,500.00 $ 78,500.00 08/01/1998 5.500%
6034219 9.250% 09/01/1996 08/01/2026 $ 337.30 08/01/1996 $ 41,000.00 $ 41,000.00 08/01/1998 6.250%
6034227 10.750% 09/01/1996 08/01/2026 $ 873.74 08/01/1996 $ 93,600.00 $ 93,600.00 08/01/1998 6.250%
6034235 11.500% 09/01/1996 08/01/2026 $ 638.74 08/01/1996 $ 64,500.00 $ 64,500.00 08/01/1998 6.700%
6034276 12.250% 09/01/1996 08/01/2026 $ 366.76 09/01/1996 $ 35,000.00 $ 34,990.29 08/01/1998 8.950%
6034284 10.500% 09/01/1996 08/01/2026 $ 548.84 09/01/1996 $ 60,000.00 $ 59,976.16 08/01/1998 7.000%
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
Stated
Mortgagor's Property Original Remaining Loan-to-
Loan -------------------------- --------------------------------------- Owner Property Term to Term to Value
Number Last Name First Name Street Address State Zip Occupied Type Maturity Maturity Ratio
- ------ --------- ---------- -------------- ----- --- -------- ---- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6034326 Barraclough Ronald 1119 West Orchid Lane AZ 85021 No Single Family 360 359 75.00%
6034334 Cobbs Gwendolin 1249 West 39Th Place CA 90037 Yes 2 Family Unit 360 360 75.00%
6034342 Jackson Thalia 572 Willow Place CA 91750 Yes Single Family 360 359 85.00%
6034383 Madar Shmuel 4531 N.W. 70Th Avenue FL 33319 Yes PUD 360 359 72.00%
6034391 Main Holland 3407 S.W. 7Th Avenue FL 33914 Yes Single Family 360 359 75.00%
6034417 Mills Donald 966 West Calle De Casas Li AZ 85706 Yes Single Family 360 359 75.00%
6034482 Antczak Robert 12171 South Aspen Ridge Ro UT 84094 Yes Single Family 360 359 70.00%
6034490 Cisneros Agustina 13830 Desmond Street CA 91331 Yes Single Family 360 360 43.17%
6034508 Harland Gregory 27482 Oakcrest MI 48183 Yes Single Family 360 359 84.96%
6034516 Kunakoff Matthew 15271 Jupiter Street CA 90603 Yes Single Family 360 359 80.00%
6034524 Mclean Todd 13758 3Rd Avenue Northwest WA 98117 No Single Family 360 359 65.00%
6034532 Miller Theresa 4820 South Normandie Avenu CA 90037 Yes Single Family 360 359 75.00%
6034573 Holden Chris 589 East Jackson Street CA 91104 Yes Single Family 360 359 80.00%
6034607 Stockley Richard 2130 Sunnybank Drive CA 91011 Yes Single Family 360 359 80.00%
6034623 Andreason Steve 1361 East Parkway Avenue UT 84106 Yes Single Family 360 360 75.00%
6034649 Gondol David 18990 Nandina Avenue CA 92508 Yes Single Family 360 360 80.00%
6034664 Schpankyn Gregory 1510 Southeast Sandy Dell OR 97060 Yes Single Family 360 360 75.00%
6034672 Serrano Jr. Albert 381 North Mountain Avenue CA 91711 Yes Single Family 360 360 70.00%
6034680 Snyder Corinne 27480 Crow Road OR 97402 Yes Single Family 360 359 55.45%
6034714 Dixon Brain 3515 West 6060 South UT 84118 Yes Single Family 360 360 80.00%
6034748 Posey Jerrold 1116 Northeast 135Th Circl WA 98685 Yes Single Family 360 359 80.00%
6034755 Rahebi G 9008 Sea Wind Place IN 46804 Yes Single Family 360 360 75.00%
6034771 Daniels Opal 1361 East 71St Street CA 90001 Yes Single Family 360 360 70.00%
6034789 Dianetti Donna 942 East Bennett Avenue CA 91740 Yes Single Family 360 360 75.00%
6034797 Lee Won 602 Sunset Point Court FL 33549 Yes Single Family 360 360 74.00%
6034821 Silkwood Timothy 411 Plymouth Road IN 46383 Yes Single Family 360 360 75.00%
6034862 Stuart Rachael 1227 West 71St Street CA 90044 Yes Single Family 360 360 70.00%
6034888 Unrein Richard 16532 Southwest Timberland OR 97007 Yes Single Family 360 360 85.00%
6034896 Anderson Brenda 19792 South Sweetbriar Roa OR 97068 Yes Single Family 360 360 25.32%
6034920 Stieg Claudia 731 East 650 South UT 84302 Yes Single Family 360 360 70.00%
6034938 Ward Patricia 1964 D Street OR 97477 Yes Single Family 360 360 75.00%
6034979 Stringfellow Pretoria 14412 S Cookacre St CA 90221 Yes Single Family 360 360 65.00%
6035000 Darrach Jeannette 8114 Southwest 83Rd Court FL 33143 Yes Single Family 360 360 75.00%
6035034 Mccorkell Bradley 1019 West Olive Street CA 91720 Yes Single Family 360 360 63.44%
6035067 Turner Brad 1297 East 1375 North UT 84040 No Single Family 360 360 70.00%
6035083 Xander Kristin 1769 Orchard Street OR 97403 Yes Single Family 360 360 65.00%
6035091 Anderson David 7605 Southwest Erica Place OR 97008 Yes Single Family 360 360 75.00%
6035158 Jerez Carlos 273 Casey Road CA 93021 Yes Single Family 360 360 70.00%
6035174 Lishey Florence 1455-1469 E. 54Th St. & 53 CA 90011 Yes 3 Family Unit 360 360 43.64%
6035182 Moeller Victoria 4002 Tempest Drive OR 97035 Yes Single Family 360 360 75.00%
6035224 Vitco 1082 West 13Th Street CA 90731 Yes Single Family 360 360 78.76%
6035232 Worsley Bruce 6435-B Northwest Going Str OR 97218 Yes Single Family 360 360 80.00%
6035240 Abbott Robert 5856 Grand Canyon Avenue CA 94806 Yes Single Family 360 360 75.00%
6035265 Henry Carolyn 403 East 32Nd Avenue OR 97405 Yes Single Family 360 360 64.29%
6035281 Sanchez Lillian 1602 East 2Nd Street CO 81001 Yes Single Family 360 360 75.00%
6035299 Aoki Keith 1104 Washington Street OR 97401 Yes Single Family 360 360 75.00%
6035323 Steinert Preston 7401 South Telluride Court CO 80016 Yes Single Family 360 360 72.00%
6035331 Stewig Robert 6300 Goodland Avenue CA 91606 No Single Family 360 360 75.00%
6035356 Ayers Scott 4921 West Red Lodge Circle UT 84118 Yes Single Family 360 360 70.00%
6035372 Petuchoff Richard 208 22Nd Street N.E. FL 34208 Yes Single Family 360 360 65.00%
6035406 Newcomer James 3010 Southwest Canal Boule OR 97756 Yes Single Family 360 360 85.00%
6035422 Banales Nori 14815 Estrella Avenue CA 90248 Yes Single Family 360 360 70.00%
6035430 Bryan Jay 2081 West 10400 South UT 84095 Yes Single Family 360 360 71.98%
6035448 Cruickshank Cephus 525 Douglas Court FL 34950 Yes Single Family 360 360 72.00%
6035455 Hall Steven 2044 Southwest Marigold St OR 97219 Yes Single Family 360 360 85.00%
6035463 Johnson T 8822 South Wilton Place CA 90047 Yes Single Family 360 360 70.00%
6035471 Lawson Robert 8733 Pine Crest Place #38 CA 91730 Yes Condominium 360 360 65.00%
6035489 Letourneau Mark 808 Wild Oak Avenue FL 32541 Yes Single Family 360 360 80.00%
6035497 Mondragon Marty 498 Stevens Circle CO 80651 Yes Single Family 360 360 85.00%
6035505 Moore Harold 24860 Wax Myrtle Drive FL 33923 Yes PUD 360 360 75.00%
6035539 Gordon Susanne 2434 Kenoma Street CA 91773 Yes Single Family 360 360 74.76%
6035554 Johnston Gary 13057 Oak Crest Drive CA 92399 Yes Single Family 360 360 75.00%
6035562 Ogden Rita 4406 Weldwood Lane OH 43560 Yes Single Family 360 360 75.00%
6035570 Walker Alicia 20060 Greydale MI 48219 Yes Single Family 360 358 68.66%
6035588 Barker Jack 14382 Meadows Grass Street OR 97035 Yes Single Family 360 360 75.00%
6035596 Crowe David 22901 S. Ferguson Road OR 97004 Yes Single Family 360 360 80.00%
6035604 Grad Niculina 4005 Southwest Scholls Fer OR 97221 Yes Single Family 360 360 64.07%
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
Scheduled Scheduled
Mortgage First Stated Principal Original Scheduled Next Rate
Loan Interest Payment Maturity & Interest Paid to Principal Principal Adjustment Gross
Number Rate Due Date Date Payment Date Balance Balance Date Margin
- ------ ---- -------- ---- ------- ---- ------- ------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6034326 8.990% 09/01/1996 08/01/2026 $ 1,266.15 09/01/1996 $ 157,500.00 $ 157,413.79 08/01/1998 5.500%
6034334 10.125% 10/01/1996 09/01/2026 $ 1,197.21 09/01/1996 $ 135,000.00 $ 135,000.00 09/01/1998 6.500%
6034342 10.750% 09/01/1996 08/01/2026 $ 1,325.08 08/01/1996 $ 141,950.00 $ 141,950.00 08/01/1998 5.950%
6034383 11.000% 09/01/1996 08/01/2026 $ 959.94 08/01/1996 $ 100,800.00 $ 100,800.00 02/01/1997 8.450%
6034391 10.750% 09/01/1996 08/01/2026 $ 392.06 09/01/1996 $ 42,000.00 $ 41,984.19 08/01/1998 7.250%
6034417 11.250% 09/01/1996 08/01/2026 $ 546.33 08/01/1996 $ 56,250.00 $ 56,250.00 08/01/1998 6.950%
6034482 10.500% 09/01/1996 08/01/2026 $ 1,056.52 08/01/1996 $ 115,500.00 $ 115,500.00 02/01/1997 7.625%
6034490 10.250% 10/01/1996 09/01/2026 $ 537.66 09/01/1996 $ 60,000.00 $ 60,000.00 09/01/1998 6.700%
6034508 9.875% 09/01/1996 08/01/2026 $ 833.61 09/01/1996 $ 96,000.00 $ 95,956.39 02/01/1997 5.950%
6034516 9.990% 09/01/1996 08/01/2026 $ 1,157.42 08/01/1996 $ 132,000.00 $ 132,000.00 08/01/1998 5.950%
6034524 9.250% 09/01/1996 08/01/2026 $ 882.32 08/01/1996 $ 107,250.00 $ 107,250.00 08/01/1998 6.250%
6034532 12.125% 09/01/1996 08/01/2026 $ 1,109.62 08/01/1996 $ 106,875.00 $ 106,875.00 08/01/1998 7.500%
6034573 9.500% 09/01/1996 08/01/2026 $ 1,883.51 08/01/1996 $ 224,000.00 $ 224,000.00 08/01/1998 5.750%
6034607 9.750% 09/01/1996 08/01/2026 $ 3,952.11 08/01/1996 $ 460,000.00 $ 460,000.00 08/01/1998 5.950%
6034623 11.000% 10/01/1996 09/01/2026 $ 1,471.34 09/01/1996 $ 154,500.00 $ 154,500.00 09/01/1998 7.500%
6034649 10.500% 10/01/1996 09/01/2026 $ 1,170.87 09/01/1996 $ 128,000.00 $ 128,000.00 09/01/1998 6.750%
6034664 10.250% 10/01/1996 09/01/2026 $ 1,545.77 09/01/1996 $ 172,500.00 $ 172,500.00 09/01/1998 6.500%
6034672 10.750% 10/01/1996 09/01/2026 $ 1,437.56 09/01/1996 $ 154,000.00 $ 154,000.00 03/01/1997 7.875%
6034680 11.000% 09/01/1996 08/01/2026 $ 871.38 08/01/1996 $ 91,500.00 $ 91,500.00 08/01/1998 7.500%
6034714 10.500% 10/01/1996 09/01/2026 $ 878.15 09/01/1996 $ 96,000.00 $ 96,000.00 09/01/1998 5.950%
6034748 7.990% 09/01/1996 08/01/2026 $ 753.59 09/01/1996 $ 102,800.00 $ 102,730.89 02/01/1997 5.100%
6034755 12.250% 10/01/1996 09/01/2026 $ 1,017.77 09/01/1996 $ 97,125.00 $ 97,125.00 09/01/1998 7.500%
6034771 8.990% 10/01/1996 09/01/2026 $ 675.28 09/01/1996 $ 84,000.00 $ 84,000.00 09/01/1998 5.750%
6034789 10.500% 10/01/1996 09/01/2026 $ 1,577.93 09/01/1996 $ 172,500.00 $ 172,500.00 09/01/1998 6.750%
6034797 12.375% 10/01/1996 09/01/2026 $ 1,369.55 09/01/1996 $ 129,500.00 $ 129,500.00 09/01/1998 7.950%
6034821 9.875% 10/01/1996 09/01/2026 $ 586.14 09/01/1996 $ 67,500.00 $ 67,500.00 09/01/1998 6.125%
6034862 8.990% 10/01/1996 09/01/2026 $ 742.81 09/01/1996 $ 92,400.00 $ 92,400.00 03/01/1997 6.950%
6034888 10.000% 10/01/1996 09/01/2026 $ 1,879.76 09/01/1996 $ 214,200.00 $ 214,200.00 09/01/1998 6.100%
6034896 11.000% 10/01/1996 09/01/2026 $ 952.32 09/01/1996 $ 100,000.00 $ 100,000.00 09/01/1998 7.500%
6034920 12.250% 10/01/1996 09/01/2026 $ 806.15 09/01/1996 $ 76,930.00 $ 76,930.00 09/01/1998 7.250%
6034938 11.500% 10/01/1996 09/01/2026 $ 564.47 09/01/1996 $ 57,000.00 $ 57,000.00 09/01/1998 7.500%
6034979 9.125% 10/01/1996 09/01/2026 $ 634.63 09/01/1996 $ 78,000.00 $ 78,000.00 09/01/1998 6.125%
6035000 10.625% 10/01/1996 09/01/2026 $ 1,628.72 09/01/1996 $ 176,250.00 $ 176,250.00 09/01/1998 6.500%
6035034 9.750% 10/01/1996 09/01/2026 $ 872.04 09/01/1996 $ 101,500.00 $ 101,500.00 09/01/1998 5.950%
6035067 10.740% 10/01/1996 09/01/2026 $ 842.25 09/01/1996 $ 90,300.00 $ 90,300.00 09/01/1998 6.700%
6035083 12.750% 10/01/1996 09/01/2026 $ 812.30 09/01/1996 $ 74,750.00 $ 74,750.00 09/01/1998 8.250%
6035091 9.990% 10/01/1996 09/01/2026 $ 1,315.25 09/01/1996 $ 150,000.00 $ 150,000.00 09/01/1998 6.500%
6035158 8.000% 10/01/1996 09/01/2026 $ 1,130.00 09/01/1996 $ 154,000.00 $ 154,000.00 03/01/1997 5.000%
6035174 10.000% 10/01/1996 09/01/2026 $ 631.85 09/01/1996 $ 72,000.00 $ 72,000.00 09/01/1998 7.000%
6035182 9.625% 10/01/1996 09/01/2026 $ 2,269.47 09/01/1996 $ 267,000.00 $ 267,000.00 09/01/1998 6.000%
6035224 7.700% 10/01/1996 09/01/2026 $ 758.05 09/01/1996 $ 106,325.00 $ 106,325.00 09/01/1998 5.000%
6035232 9.500% 10/01/1996 09/01/2026 $ 598.69 09/01/1996 $ 71,200.00 $ 71,200.00 09/01/1998 5.750%
6035240 8.250% 10/01/1996 09/01/2026 $ 873.35 09/01/1996 $ 116,250.00 $ 116,250.00 03/01/1997 6.200%
6035265 10.500% 10/01/1996 09/01/2026 $ 617.45 09/01/1996 $ 67,500.00 $ 67,500.00 09/01/1998 7.500%
6035281 10.750% 10/01/1996 09/01/2026 $ 273.04 09/01/1996 $ 29,250.00 $ 29,250.00 09/01/1998 6.950%
6035299 11.750% 10/01/1996 09/01/2026 $ 863.05 09/01/1996 $ 85,500.00 $ 85,500.00 09/01/1998 6.950%
6035323 10.500% 10/01/1996 09/01/2026 $ 1,416.02 09/01/1996 $ 154,800.00 $ 154,800.00 03/01/1997 7.500%
6035331 8.500% 10/01/1996 09/01/2026 $ 778.52 09/01/1996 $ 101,250.00 $ 101,250.00 03/01/1997 5.625%
6035356 12.250% 10/01/1996 09/01/2026 $ 880.23 09/01/1996 $ 84,000.00 $ 84,000.00 09/01/1998 7.250%
6035372 9.250% 10/01/1996 09/01/2026 $ 614.95 09/01/1996 $ 74,750.00 $ 74,750.00 03/01/1997 6.370%
6035406 10.750% 10/01/1996 09/01/2026 $ 595.09 09/01/1996 $ 63,750.00 $ 63,750.00 09/01/1998 5.950%
6035422 10.875% 10/01/1996 09/01/2026 $ 858.03 09/01/1996 $ 91,000.00 $ 91,000.00 09/01/1998 7.500%
6035430 12.500% 10/01/1996 09/01/2026 $ 1,590.21 09/01/1996 $ 149,000.00 $ 149,000.00 09/01/1998 7.700%
6035448 12.500% 10/01/1996 09/01/2026 $ 326.58 09/01/1996 $ 30,600.00 $ 30,600.00 09/01/1998 6.950%
6035455 8.990% 10/01/1996 09/01/2026 $ 1,366.64 09/01/1996 $ 170,000.00 $ 170,000.00 09/01/1998 5.750%
6035463 9.990% 10/01/1996 09/01/2026 $ 1,031.16 09/01/1996 $ 117,600.00 $ 117,600.00 09/01/1998 7.250%
6035471 10.750% 10/01/1996 09/01/2026 $ 424.73 09/01/1996 $ 45,500.00 $ 45,500.00 09/01/1998 7.450%
6035489 8.990% 10/01/1996 09/01/2026 $ 1,093.31 09/01/1996 $ 136,000.00 $ 136,000.00 03/01/1997 5.750%
6035497 8.500% 10/01/1996 09/01/2026 $ 906.40 09/01/1996 $ 117,880.00 $ 117,880.00 03/01/1997 5.500%
6035505 9.990% 10/01/1996 09/01/2026 $ 2,071.52 09/01/1996 $ 236,250.00 $ 236,250.00 09/01/1998 6.250%
6035539 7.250% 10/01/1996 09/01/2026 $ 1,071.02 09/01/1996 $ 157,000.00 $ 157,000.00 03/01/1997 5.375%
6035554 9.500% 10/01/1996 09/01/2026 $ 2,837.88 09/01/1996 $ 337,500.00 $ 337,500.00 03/01/1997 6.500%
6035562 11.375% 10/01/1996 09/01/2026 $ 1,434.37 09/01/1996 $ 146,250.00 $ 146,250.00 09/01/1998 6.700%
6035570 10.875% 08/01/1996 07/01/2026 $ 433.73 08/01/1996 $ 46,000.00 $ 45,983.15 01/01/1997 6.500%
6035588 11.500% 10/01/1996 09/01/2026 $ 2,228.16 09/01/1996 $ 225,000.00 $ 225,000.00 09/01/1998 7.500%
6035596 9.990% 10/01/1996 09/01/2026 $ 1,578.30 09/01/1996 $ 180,000.00 $ 180,000.00 09/01/1998 6.250%
6035604 12.750% 10/01/1996 09/01/2026 $ 1,462.15 09/01/1996 $ 134,550.00 $ 134,550.00 09/01/1998 8.250%
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
Stated
Mortgagor's Property Original Remaining Loan-to-
Loan -------------------------- --------------------------------------- Owner Property Term to Term to Value
Number Last Name First Name Street Address State Zip Occupied Type Maturity Maturity Ratio
- ------ --------- ---------- -------------- ----- --- -------- ---- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6035612 Kelly Todd 547 East 800 North UT 84404 Yes Single Family 360 360 83.33%
6035653 Alston Sharon 9353 Northeast Viewcrest A WA 98110 Yes Single Family 360 360 76.00%
6035661 Carl Timothy 6920 Southeast Booth Bend OR 97128 Yes Single Family 360 360 52.60%
6035679 Cronin Jr. Paul 27297 Buccaneer Drive FL 33923 Yes Single Family 360 360 75.00%
6035695 Johnson Melinda 8108 Southeast Malden Stre OR 97206 Yes Single Family 360 360 80.00%
6035703 Jones Glen 855 Montego Bay Dr. FL 32953 Yes Single Family 360 360 75.00%
6035729 Nath Arvind 3520 North Houghton Street OR 97217 Yes Single Family 360 360 70.00%
6035737 Rose Lyman 433 E. Wyandotte Avenue UT 84070 Yes Single Family 360 360 70.00%
6035778 Walsh William 4210 Connecticut IN 46408 No Single Family 360 360 65.00%
6035786 Blackburn Richard 304 East Milton Avenue UT 84115 Yes Single Family 360 360 75.00%
6035836 Ferreira Leonel 801 North F Street CA 93274 Yes Single Family 360 360 75.00%
6035844 Mondrut Nicholas 1215 Southeast Haig #A B OR 97202 Yes 3 Family Unit 360 360 75.00%
6035851 Mosley Jr. Irvin 2519-2521 South Harcourt A CA 90016 No 2 Family Unit 360 360 50.70%
6035877 Torres James 5339 South Trident Circle UT 84118 Yes Single Family 360 360 85.00%
6035935 Gillas Kenneth 13006 South Main Street CA 90061 Yes Single Family 360 360 75.00%
6035950 Hemingway Bonnie 8 Crystalglen CA 92656 Yes Single Family 360 360 90.00%
6035968 Livesay William 26651 Montclair Drive CA 92544 Yes Single Family 360 360 70.00%
6036040 Williams Violet 681 Mountain View Street CA 91001 Yes Single Family 360 360 59.80%
6036057 Allemang Alan 295 Knapp Lane OR 97404 Yes Single Family 360 360 56.25%
6036099 Banda Reynaldo 11851 Arroyo Avenue CA 92705 Yes Single Family 360 360 70.00%
6036123 Burrell Uyless 319 East 105Th Street CA 90003 Yes Single Family 360 360 47.83%
6036149 Gehrum Carol 1218 W. Kingsdale Drive CA 91720 Yes Single Family 360 360 75.00%
6036248 Mayfield William 1864 West 7Th Street CA 92411 Yes Single Family 360 360 51.96%
6036289 Schoeny Jasmine 11507 Kittridge Street CA 91606 Yes Single Family 360 360 75.00%
6036297 Shaw Antonis 1327 York Avenue CA 91740 Yes Single Family 360 360 73.58%
6036487 Wiegand Denise 16359 Northwest Lyndel Lan OR 97006 Yes Single Family 360 360 80.00%
6116479 Borio Anthony 964 Larrabee Street #104 CA 90069 Yes Condominium 360 354 74.63%
6116552 Bennison Jr. William 6801 E. Grandview WA 98404 Yes Single Family 360 357 80.00%
6116560 Cramer Spencer 341 Pascack Road NY 10977 Yes Single Family 360 356 81.36%
6116578 Darcy Brian 428 Salisbury Street NC 27028 Yes Single Family 360 358 45.80%
6116586 Galvez, Jr. Galo 7860 Spinel Avenue CA 91730 Yes Single Family 360 357 85.00%
6116602 Gilbert John 4817 San Feliciano Dr. CA 91364 Yes Single Family 360 357 84.42%
6116610 Greenler Francis 350 Dancer Ave. 1 CA 93455 Yes Single Family 360 358 75.00%
6116628 Grey Courtney 36 Valentine Street MA 02139 Yes Townhouse 360 357 80.00%
6116636 Harter David 201 A Otay Valley Rd. 1 CA 91911 No Condominium 360 358 70.00%
6116644 Hull Virgil 3115 Dufort Road ID 83860 Yes Single Family 360 358 70.79%
6116651 Illa Roberto 41 Little Creek Rd. 1 CA 95966 Yes Single Family 360 358 85.00%
6116669 Jones Ralph 121 Beech Street MA 01040 No Single Family 360 358 76.06%
6116677 Knudson Linda 100 Bradford Rd MA 02172 Yes Single Family 360 358 58.70%
6116685 Le Phuong 426 - 428 26Th St. 2 CA 94612 No Single Family 360 358 70.00%
6116693 Mc Elroy Roger 4225 S. Bellaire Circle 1 CO 80110 Yes Single Family 360 357 80.00%
6116701 Nelson Hester 1843 N. Mentone Ave CA 91103 Yes Single Family 360 357 65.00%
6116719 Olivares Abel 116 N. Soto Street CA 90033 No Single Family 360 358 69.70%
6116727 Palmer Anastazija 606 Getchell St. 1 OR 97101 Yes Single Family 360 358 75.00%
6116735 Rivers Pamela 1008 Meredith Street NC 27260 Yes Single Family 360 358 65.00%
6116743 Salinas Abel 3124 Estado Street CA 91107 Yes Single Family 360 357 75.00%
6116768 Shuppara Timmie 2520 West Main Street IL 62522 Yes Single Family 360 357 80.00%
6116776 Stanley, Jr. Furman 11098 Hart Ln. N.E. 1 WA 98110 Yes Single Family 360 356 80.00%
6116784 Stanton Douglas 3207 & 3209 64Th Ave. 2 CA 94605 Yes Single Family 360 357 38.14%
6116792 Tanno Nicholas 2981 Bel Air Drive 1 NV 89109 Yes Single Family 360 358 80.00%
6116800 Thomas Stacyjohn 22-24 Park Street MA 01970 Yes Single Family 360 358 80.00%
6116859 Rich Craig 131 Church Street NJ 07005 Yes Single Family 360 358 70.00%
6116875 Kyritsis Theavronia 528 Morris Avenue NJ 07901 No Single Family 360 357 72.00%
6116883 Kyritsis Theavronia 9 Aubrey Street NJ 07091 No Single Family 360 357 72.00%
6116891 Kyritsis Theavronia 12 Aubrey Street NJ 07901 No Single Family 360 357 72.00%
6116909 Geneve Ceniceros 1516 Palmetto Ave. 1 CA 91761 Yes Single Family 360 358 86.73%
6116917 Coleman Stephen 146 South Hill Drive GA 31763 Yes Single Family 360 358 84.97%
6116925 Daugherty Irwin 4407 E. Villa Theresa 1 AZ 85030 Yes Single Family 360 358 80.00%
6116933 Johnson Ii James 2813 Paloma CA 95356 Yes Single Family 360 358 75.00%
6116958 Karnsouvong Chris 464 Heather Dr. 1 CA 94806 Yes Single Family 360 358 80.00%
6116966 Keener James 2965 Carmen Court 1 CA 91320 Yes Single Family 360 358 80.00%
6116974 Laliberte Edmond 2249 Wingler Place CO 80601 Yes Single Family 360 358 78.76%
6116982 Reed Geraldine 4665 South Quail Vista Lan UT 84117 No Condominium 360 358 65.00%
6117006 Ruckman Terry 2825 Beechwood Street CO 81506 Yes Single Family 360 358 76.17%
6117022 Salem Joe 5415 North Sheridan Road 2 IL 60640 Yes Condominium 360 358 70.00%
6117030 Shears Steven 10612 East 28Th Terrace MO 64052 Yes Single Family 360 358 85.00%
6117048 Shinn Paul 6519 Clubhouse Dr. 1 CA 95667 Yes Single Family 360 358 75.00%
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
Scheduled Scheduled
Mortgage First Stated Principal Original Scheduled Next Rate
Loan Interest Payment Maturity & Interest Paid to Principal Principal Adjustment Gross
Number Rate Due Date Date Payment Date Balance Balance Date Margin
- ------ ---- -------- ---- ------- ---- ------- ------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6035612 9.750% 10/01/1996 09/01/2026 $ 687.32 09/01/1996 $ 80,000.00 $ 80,000.00 09/01/1998 5.750%
6035653 11.250% 10/01/1996 09/01/2026 $ 1,749.44 09/01/1996 $ 180,120.00 $ 180,120.00 09/01/1998 3.000%
6035661 10.250% 10/01/1996 09/01/2026 $ 1,041.72 09/01/1996 $ 116,250.00 $ 116,250.00 09/01/1998 7.250%
6035679 11.250% 10/01/1996 09/01/2026 $ 990.69 09/01/1996 $ 102,000.00 $ 102,000.00 09/01/1998 7.500%
6035695 9.750% 10/01/1996 09/01/2026 $ 652.96 09/01/1996 $ 76,000.00 $ 76,000.00 09/01/1998 5.750%
6035703 10.990% 10/01/1996 09/01/2026 $ 613.76 09/01/1996 $ 64,500.00 $ 64,500.00 09/01/1998 6.700%
6035729 9.250% 10/01/1996 09/01/2026 $ 483.73 09/01/1996 $ 58,800.00 $ 58,800.00 09/01/1998 6.250%
6035737 9.500% 10/01/1996 09/01/2026 $ 871.12 09/01/1996 $ 103,600.00 $ 103,600.00 09/01/1998 5.750%
6035778 12.490% 10/01/1996 09/01/2026 $ 402.06 09/01/1996 $ 37,700.00 $ 37,700.00 09/01/1998 8.250%
6035786 10.750% 10/01/1996 09/01/2026 $ 595.09 09/01/1996 $ 63,750.00 $ 63,750.00 09/01/1998 6.750%
6035836 9.000% 10/01/1996 09/01/2026 $ 482.77 09/01/1996 $ 60,000.00 $ 60,000.00 03/01/1997 6.000%
6035844 8.750% 10/01/1996 09/01/2026 $ 1,209.55 09/01/1996 $ 153,750.00 $ 153,750.00 03/01/1997 6.200%
6035851 10.000% 10/01/1996 09/01/2026 $ 631.85 09/01/1996 $ 72,000.00 $ 72,000.00 09/01/1998 6.200%
6035877 10.250% 10/01/1996 09/01/2026 $ 723.60 09/01/1996 $ 80,750.00 $ 80,750.00 09/01/1998 5.950%
6035935 9.990% 10/01/1996 09/01/2026 $ 887.79 09/01/1996 $ 101,250.00 $ 101,250.00 09/01/1998 6.250%
6035950 10.500% 10/01/1996 09/01/2026 $ 2,510.96 09/01/1996 $ 274,500.00 $ 274,500.00 09/01/1998 6.500%
6035968 11.250% 10/01/1996 09/01/2026 $ 503.11 09/01/1996 $ 51,800.00 $ 51,800.00 09/01/1998 6.950%
6036040 12.750% 10/01/1996 09/01/2026 $ 955.20 09/01/1996 $ 87,900.00 $ 87,900.00 09/01/1998 8.250%
6036057 9.750% 10/01/1996 09/01/2026 $ 386.62 09/01/1996 $ 45,000.00 $ 45,000.00 09/01/1998 6.750%
6036099 8.990% 10/01/1996 09/01/2026 $ 2,757.39 09/01/1996 $ 343,000.00 $ 343,000.00 09/01/1998 5.950%
6036123 8.500% 10/01/1996 09/01/2026 $ 422.90 09/01/1996 $ 55,000.00 $ 55,000.00 09/01/1998 5.800%
6036149 8.000% 10/01/1996 09/01/2026 $ 897.03 09/01/1996 $ 122,250.00 $ 122,250.00 03/01/1997 4.750%
6036248 9.750% 10/01/1996 09/01/2026 $ 455.35 09/01/1996 $ 53,000.00 $ 53,000.00 09/01/1998 6.750%
6036289 7.500% 10/01/1996 09/01/2026 $ 634.54 09/01/1996 $ 90,750.00 $ 90,750.00 03/01/1997 5.450%
6036297 8.375% 10/01/1996 09/01/2026 $ 984.29 09/01/1996 $ 129,500.00 $ 129,500.00 09/01/1998 5.650%
6036487 9.990% 10/01/1996 09/01/2026 $ 1,045.18 09/01/1996 $ 119,200.00 $ 119,200.00 09/01/1998 6.250%
6116479 10.750% 04/01/1996 03/01/2026 $ 466.75 07/01/1996 $ 50,000.00 $ 49,923.66 03/01/1998 7.125%
6116552 9.625% 07/01/1996 06/01/2026 $ 849.99 08/01/1996 $ 100,000.00 $ 99,903.80 06/01/1998 6.000%
6116560 9.990% 06/01/1996 05/01/2026 $ 2,104.40 07/01/1996 $ 240,000.00 $ 239,786.31 05/01/1998 6.125%
6116578 10.365% 08/01/1996 07/01/2026 $ 542.80 08/01/1996 $ 60,000.00 $ 59,975.45 07/01/1998 6.250%
6116586 10.250% 07/01/1996 06/01/2026 $ 1,066.37 07/01/1996 $ 119,000.00 $ 118,916.46 06/01/1998 6.500%
6116602 9.500% 07/01/1996 06/01/2026 $ 2,732.78 08/01/1996 $ 325,000.00 $ 324,679.01 06/01/1998 5.750%
6116610 8.250% 08/01/1996 07/01/2026 $ 919.34 07/01/1996 $ 111,750.00 $ 111,750.00 01/01/1997 5.990%
6116628 9.500% 07/01/1996 06/01/2026 $ 1,076.30 08/01/1996 $ 128,000.00 $ 127,846.53 06/01/1998 5.625%
6116636 9.900% 08/01/1996 07/01/2026 $ 517.76 08/01/1996 $ 59,500.00 $ 59,481.81 07/01/1998 5.750%
6116644 10.875% 08/01/1996 07/01/2026 $ 847.66 08/01/1996 $ 89,900.00 $ 89,867.06 07/01/1998 5.750%
6116651 10.250% 08/01/1996 07/01/2026 $ 1,850.90 07/01/1996 $ 206,550.00 $ 206,550.00 07/01/1998 6.500%
6116669 11.115% 08/01/1996 07/01/2026 $ 343.57 07/01/1996 $ 35,750.00 $ 35,750.00 07/01/1998 7.250%
6116677 8.875% 08/01/1996 07/01/2026 $ 1,288.95 07/01/1996 $ 162,000.00 $ 162,000.00 07/01/1998 5.000%
6116685 9.750% 08/01/1996 07/01/2026 $ 1,593.74 08/01/1996 $ 185,500.00 $ 185,413.45 07/01/1998 5.750%
6116693 8.490% 07/01/1996 06/01/2026 $ 3,318.65 08/01/1996 $ 432,000.00 $ 431,473.64 06/01/1998 3.750%
6116701 10.250% 07/01/1996 06/01/2026 $ 891.18 08/01/1996 $ 99,450.00 $ 99,366.40 12/01/1996 6.250%
6116719 10.990% 08/01/1996 07/01/2026 $ 1,094.31 08/01/1996 $ 115,000.00 $ 114,958.91 07/01/1998 7.000%
6116727 11.375% 08/01/1996 07/01/2026 $ 553.16 08/01/1996 $ 56,400.00 $ 56,381.47 07/01/1998 7.000%
6116735 9.865% 08/01/1996 07/01/2026 $ 242.50 09/01/1996 $ 27,950.00 $ 27,924.44 07/01/1998 5.750%
6116743 8.250% 07/01/1996 06/01/2026 $ 760.66 07/01/1996 $ 108,750.00 $ 108,737.00 12/01/1996 5.875%
6116768 9.000% 07/01/1996 06/01/2026 $ 263.92 07/01/1996 $ 32,800.00 $ 32,782.08 12/01/1996 6.000%
6116776 9.875% 06/01/1996 05/01/2026 $ 2,320.23 07/01/1996 $ 267,200.00 $ 266,956.20 05/01/1998 6.250%
6116784 8.650% 07/01/1996 06/01/2026 $ 383.55 09/01/1996 $ 49,200.00 $ 49,112.67 12/01/1996 5.500%
6116792 11.240% 08/01/1996 07/01/2026 $ 2,329.21 09/01/1996 $ 240,000.00 $ 239,918.79 07/01/1998 7.000%
6116800 11.375% 08/01/1996 07/01/2026 $ 564.93 07/01/1996 $ 57,600.00 $ 57,600.00 07/01/1998 7.250%
6116859 10.875% 08/01/1996 07/01/2026 $ 1,280.45 08/01/1996 $ 135,800.00 $ 135,750.24 07/01/1998 6.750%
6116875 11.115% 07/01/1996 06/01/2026 $ 1,729.85 08/01/1996 $ 180,000.00 $ 179,874.22 06/01/1998 7.000%
6116883 11.115% 07/01/1996 06/01/2026 $ 1,556.86 08/01/1996 $ 162,000.00 $ 161,886.81 06/01/1998 7.000%
6116891 11.115% 07/01/1996 06/01/2026 $ 2,075.81 08/01/1996 $ 216,000.00 $ 215,849.08 06/01/1998 7.000%
6116909 9.750% 08/01/1996 07/01/2026 $ 1,095.43 07/01/1996 $ 127,500.00 $ 127,500.00 07/01/1998 6.000%
6116917 10.625% 08/01/1996 07/01/2026 $ 898.23 08/01/1996 $ 97,200.00 $ 97,162.40 07/01/1998 7.000%
6116925 10.625% 08/01/1996 07/01/2026 $ 820.60 08/01/1996 $ 88,800.00 $ 88,765.65 07/01/1998 6.500%
6116933 11.625% 08/01/1996 07/01/2026 $ 1,312.29 08/01/1996 $ 131,250.00 $ 131,209.19 07/01/1998 6.000%
6116958 9.500% 08/01/1996 07/01/2026 $ 787.04 08/01/1996 $ 93,600.00 $ 93,553.96 07/01/1998 5.500%
6116966 9.990% 08/01/1996 07/01/2026 $ 1,297.72 07/01/1996 $ 148,000.00 $ 148,000.00 07/01/1998 6.250%
6116974 7.990% 08/01/1996 07/01/2026 $ 862.09 08/01/1996 $ 117,600.00 $ 117,520.93 01/01/1997 6.625%
6116982 11.250% 08/01/1996 07/01/2026 $ 413.52 07/01/1996 $ 42,575.00 $ 42,575.00 07/01/1998 7.000%
6117006 10.125% 08/01/1996 07/01/2026 $ 877.96 07/01/1996 $ 99,000.00 $ 99,000.00 07/01/1998 6.500%
6117022 10.875% 08/01/1996 07/01/2026 $ 297.02 07/01/1996 $ 31,500.00 $ 31,500.00 07/01/1998 6.500%
6117030 10.875% 08/01/1996 07/01/2026 $ 480.88 07/01/1996 $ 51,000.00 $ 51,000.00 07/01/1998 7.000%
6117048 9.875% 08/01/1996 07/01/2026 $ 905.26 07/01/1996 $ 104,250.00 $ 104,250.00 07/01/1998 5.250%
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
Stated
Mortgagor's Property Original Remaining Loan-to-
Loan -------------------------- --------------------------------------- Owner Property Term to Term to Value
Number Last Name First Name Street Address State Zip Occupied Type Maturity Maturity Ratio
- ------ --------- ---------- -------------- ----- --- -------- ---- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6117055 Simmons John 629 S. Gertuda Ave. 1 CA 90277 Yes Single Family 360 358 43.10%
6117063 Snow Lawrence 7215 Margaret Avenue VA 23228 No Single Family 360 358 63.06%
6117071 Sylvia Arthur 14451 Fruitvale Ave CA 95070 Yes Single Family 360 358 71.74%
6117089 Taylor Sally 1223 W. 69Th Street CA 90044 Yes Single Family 360 358 83.71%
6117097 Tiggelaar John 17115 Oketo Avenue IL 60477 Yes Single Family 360 358 70.00%
6117105 Trubica David 611 Porter Lane NC 27284 Yes Single Family 360 358 84.89%
6117113 Washington Wayne 718 Wirt St Sw VA 22075 Yes Single Family 360 358 75.00%
6117121 Watson Barbara 10 Everette Street MA 02346 Yes Single Family 360 358 80.00%
6117139 Zorzoli Alex 19903 E. Rambling Rd. 1 CA 91724 Yes Single Family 360 358 83.90%
6117147 Boedicker Charles 1080 Andean Place IL 60035 Yes Single Family 360 358 75.00%
6117154 Farr Jeff 24086 Canyon Lake Drive No CA 92587 Yes Single Family 360 358 85.00%
6117162 Gordon Larry 213 Country Club Drive UT 84074 No Single Family 360 358 54.83%
6117196 Herbert Gina 13067-69 Venice Blvd CA 90066 No Single Family 360 358 70.00%
6117204 Levine Michael 2033 N. Ave. 52 1 CA 90042 Yes Single Family 360 358 75.00%
6117212 Mata Richard 1006 N. Conyer Dr. 1 CA 93291 No Single Family 360 358 70.00%
6117238 Morris Lauryl 3270 Tulipwood Lane CA 95132 Yes Single Family 360 358 75.00%
6117246 Naughton John 246 Linden Avenue IL 60091 Yes Single Family 360 358 58.47%
6117253 Presby Tania 1385 Miller Place CA 90069 Yes Single Family 360 358 70.00%
6117279 Russell Rodney 5335 Cottonwood Club Circl UT 84117 Yes Single Family 360 358 37.23%
6117287 Sanchez Jose 5915 Wilkinson Ave. 1 CA 91607 Yes Single Family 360 358 70.20%
6117295 Whitman Richard 21 Harmony Drive RI 02909 Yes Single Family 360 358 85.00%
6117303 Maldonado Albert 4851 Barkwood Ln CA 95682 Yes Single Family 360 358 80.00%
6117360 Danino Ana 1131 E. Liberty Shores Dr. AZ 85234 Yes Single Family 360 358 70.00%
6117378 Downs Genoria 10949 South Hobart Blvd. CA 90746 No Single Family 360 358 80.00%
6117386 Ewing Grant One Ash Street MA 02554 Yes Single Family 360 358 81.32%
6117394 Licciardone Joseph 706 Pioneer 1 UT 84074 Yes Single Family 360 358 68.05%
6117402 Lisowski Stephen 100 West 274 South UT 84761 Yes Single Family 360 358 65.00%
6117410 Majdanski Richard 10031 E. Desert Cove Avenu AZ 85260 Yes Single Family 360 358 80.00%
6117428 Nilles Joanne 232 Lexington Avenue IL 60440 Yes Single Family 360 358 80.00%
6117436 Dawson Brian 12 Shady Avenue MA 01880 Yes Single Family 360 358 80.00%
6117444 Digiacomo Robert 16555 S. Creekside Dr. 1 CA 95370 Yes Single Family 360 358 80.00%
6117451 Fitzgibbons James 1060 Windsong Lane FL 34242 Yes Single Family 360 358 70.00%
6117469 Gasaway Gregory 3583 North Dove Drive IL 62526 Yes Single Family 360 358 80.00%
6117477 Mc Creedy John 1750 South Windsor Street UT 84105 Yes Single Family 360 358 77.60%
6117485 Monson Andrew Tbd CA 91322 Yes Single Family 360 359 85.00%
6117493 Nelson Susan 16212 Apple Lane 4 IL 60477 Yes Condominium 360 358 80.00%
6117501 Podjasek Kathleen 929 Waterford Lane IL 60007 Yes Condominium 360 358 18.41%
6117519 Pollard Kevin 2631 W. Donna Circle 1 UT 84084 Yes Single Family 360 358 68.90%
6117527 Sewell Mathew 15314 Oak Street IL 60419 Yes Single Family 360 359 85.00%
6117535 Van Harten Yolanda 2862 Allesandro Street CA 90039 No Single Family 360 358 58.84%
6117543 Williamson Henry 1372-1 E. 134Th St. 2 OH 44112 No Single Family 360 358 69.91%
6117550 Abdullah Rhonda 520 Julie Road IL 60440 Yes PUD 360 358 80.00%
6117568 Botti Jospeh 14 Wood Street MA 01748 Yes Single Family 360 358 80.00%
6117576 Cabrera Josefina 173 Belair Street MA 02401 No Single Family 360 358 80.00%
6117584 Casey Christophe 134 East Atteridge IL 60045 Yes Single Family 360 358 85.00%
6117592 Gilbert John 102 Ascot Drive NJ 07728 Yes Single Family 360 358 80.00%
6117600 Hernandez Jaime 1779 W. Meaddow Hills Dr. AZ 85621 Yes Single Family 360 358 80.00%
6117626 Johnson Sally 1535 E. Knox Rd. 1 AZ 85284 Yes Single Family 360 358 75.00%
6117634 Jones Kenneth 1315 Thompson Drive NC 28025 Yes Single Family 360 358 65.00%
6117642 Lieberman Philip 10 Cantinela CA 92673 No Single Family 360 358 70.00%
6117659 Medina Jeff 626 North 800 West UT 84116 Yes Single Family 360 358 74.38%
6117667 Mello Thomas 927 Bartlett Street MA 02745 Yes Single Family 360 358 80.00%
6117675 Sciarrino Pete 5155 W. Tropicana Avenue # NV 89103 Yes Condominium 360 358 80.00%
6117683 Szymczyk Susan 7036 Surrey Drive GA 30189 Yes Single Family 360 358 59.84%
6117691 Talmadge James 83-85 North 11Th Street NJ 07107 Yes Single Family 360 359 80.00%
6117709 Daley Michael 86 Batchelder Avenue NH 03103 Yes Single Family 360 358 80.00%
6117725 Kramer Terence 9240 E. Hillery Way 1 AZ 85258 Yes Single Family 360 358 75.00%
6117733 Bayer Veronica 16601 Nordoff St. CA 91343 Yes Single Family 360 357 64.04%
6117741 Brown Robert 457 E. Blaine Ave.(1730 S. UT 84115 Yes Single Family 360 358 85.00%
6117758 Messersmith Eric 912 Glenwood Dr. 1 CA 94123 No Single Family 360 358 80.00%
6117774 Rawdon Kenneth 6725 Hudson Cemetary Rd. 1 TX 76063 Yes Single Family 360 358 75.00%
6117782 Bivens Sandra 2216 E. 18Th Street WA 98661 Yes Single Family 360 358 73.17%
6117790 Black Steven 537 E. Wabash WA 99203 No Single Family 360 358 65.00%
6117808 Hawkes George 1703 22Nd Ave. 00 OR 97116 Yes Single Family 360 358 52.91%
6117816 Black Steven 1811 W. Riverside WA 99203 No Single Family 360 358 60.00%
6117824 Black Steven 3118 W. 5Th Ave WA 99203 No Single Family 360 358 60.00%
6117832 Edwards Jeffrey 24 Oak Tree Boulevard WV 25420 Yes Single Family 360 359 83.93%
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
Scheduled Scheduled
Mortgage First Stated Principal Original Scheduled Next Rate
Loan Interest Payment Maturity & Interest Paid to Principal Principal Adjustment Gross
Number Rate Due Date Date Payment Date Balance Balance Date Margin
- ------ ---- -------- ---- ------- ---- ------- ------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6117055 9.490% 08/01/1996 07/01/2026 $ 1,050.16 08/01/1996 $ 125,000.00 $ 124,938.38 07/01/1998 5.500%
6117063 11.000% 08/01/1996 07/01/2026 $ 333.32 07/01/1996 $ 35,000.00 $ 35,000.00 07/01/1998 6.750%
6117071 9.500% 08/01/1996 07/01/2026 $ 4,162.23 08/01/1996 $ 495,000.00 $ 494,756.52 07/01/1998 5.500%
6117089 10.375% 08/01/1996 07/01/2026 $ 1,061.14 07/01/1996 $ 117,200.00 $ 117,200.00 07/01/1998 6.750%
6117097 9.500% 08/01/1996 07/01/2026 $ 1,088.91 08/01/1996 $ 129,500.00 $ 129,436.30 07/01/1998 5.500%
6117105 8.750% 08/01/1996 07/01/2026 $ 684.43 08/01/1996 $ 87,000.00 $ 86,949.95 01/01/1997 6.250%
6117113 7.250% 08/01/1996 07/01/2026 $ 796.18 08/01/1996 $ 93,750.00 $ 93,520.23 07/01/1998 5.750%
6117121 10.365% 08/01/1996 07/01/2026 $ 940.85 08/01/1996 $ 104,000.00 $ 103,957.45 07/01/1998 6.250%
6117139 9.990% 08/01/1996 07/01/2026 $ 1,508.16 07/01/1996 $ 172,000.00 $ 172,000.00 07/01/1998 6.000%
6117147 9.750% 08/01/1996 07/01/2026 $ 1,520.71 08/01/1996 $ 177,000.00 $ 176,917.42 01/01/1997 6.250%
6117154 10.500% 08/01/1996 07/02/2026 $ 1,049.67 08/01/1996 $ 114,750.00 $ 114,704.39 07/01/1998 6.000%
6117162 11.375% 08/01/1996 07/01/2026 $ 696.35 07/01/1996 $ 71,000.00 $ 71,000.00 07/01/1998 6.750%
6117196 10.990% 08/01/1996 07/01/2026 $ 566.19 08/01/1996 $ 59,500.00 $ 59,478.73 07/01/1998 6.250%
6117204 9.250% 08/01/1996 07/01/2026 $ 1,055.09 08/01/1996 $ 128,250.00 $ 128,183.50 07/01/1998 5.250%
6117212 8.500% 08/01/1996 07/01/2026 $ 312.18 07/01/1996 $ 40,600.00 $ 40,600.00 01/01/1997 6.000%
6117238 10.125% 08/01/1996 07/01/2026 $ 1,596.29 08/01/1996 $ 180,000.00 $ 179,918.75 07/01/1998 5.750%
6117246 9.875% 08/01/1996 07/01/2026 $ 1,962.47 08/01/1996 $ 226,000.00 $ 225,897.32 07/01/1998 5.750%
6117253 7.990% 08/01/1996 07/01/2026 $ 3,592.04 07/01/1996 $ 490,000.00 $ 490,000.00 01/01/1997 5.750%
6117279 9.990% 08/01/1996 07/01/2026 $ 754.08 08/01/1996 $ 86,000.00 $ 85,961.87 07/01/1998 6.000%
6117287 10.490% 08/01/1996 07/01/2026 $ 1,572.07 07/01/1996 $ 172,000.00 $ 172,000.00 07/01/1998 6.500%
6117295 10.125% 08/01/1996 07/01/2026 $ 708.58 08/01/1996 $ 79,900.00 $ 79,865.58 07/01/1998 6.500%
6117303 10.250% 08/01/1996 07/01/2026 $ 2,509.09 08/01/1996 $ 280,000.00 $ 279,882.58 07/01/1998 6.250%
6117360 10.625% 08/01/1996 07/01/2026 $ 666.28 08/01/1996 $ 72,100.00 $ 72,071.39 07/01/1998 6.500%
6117378 10.990% 08/01/1996 07/01/2026 $ 1,103.82 09/01/1996 $ 116,000.00 $ 115,916.72 07/01/1998 7.000%
6117386 11.250% 08/01/1996 07/01/2026 $ 3,751.50 07/01/1996 $ 386,250.00 $ 386,250.00 01/01/1997 7.500%
6117394 9.490% 08/01/1996 07/01/2026 $ 822.94 08/01/1996 $ 97,955.00 $ 97,906.72 07/01/1998 5.500%
6117402 9.990% 08/01/1996 07/01/2026 $ 797.92 08/01/1996 $ 91,000.00 $ 90,959.66 07/01/1998 6.000%
6117410 11.250% 08/01/1996 07/01/2026 $ 2,758.39 08/01/1996 $ 284,000.00 $ 283,904.11 07/01/1998 7.000%
6117428 8.500% 08/01/1996 07/01/2026 $ 682.80 08/01/1996 $ 88,800.00 $ 88,746.20 01/01/1997 5.750%
6117436 9.750% 08/01/1996 07/01/2026 $ 1,333.41 08/01/1996 $ 155,200.00 $ 155,127.59 01/01/1997 6.750%
6117444 9.250% 08/01/1996 07/01/2026 $ 1,105.68 07/01/1996 $ 134,400.00 $ 134,400.00 07/01/1998 5.500%
6117451 12.125% 08/01/1996 07/01/2026 $ 3,415.83 08/01/1996 $ 329,000.00 $ 328,908.44 07/01/1998 6.750%
6117469 9.750% 08/01/1996 07/01/2026 $ 433.02 08/01/1996 $ 50,400.00 $ 50,376.48 01/01/1997 7.000%
6117477 10.250% 08/01/1996 07/01/2026 $ 869.22 07/01/1996 $ 97,000.00 $ 97,000.00 07/01/1998 5.750%
6117485 10.625% 09/01/1996 08/01/2026 $ 1,610.24 08/01/1996 $ 174,250.00 $ 174,250.00 08/01/1998 6.500%
6117493 8.750% 08/01/1996 07/01/2026 $ 673.42 08/01/1996 $ 85,600.00 $ 85,550.75 01/01/1997 6.250%
6117501 11.250% 08/01/1996 07/01/2026 $ 291.38 08/01/1996 $ 30,000.00 $ 29,989.87 07/01/1998 6.250%
6117519 10.625% 08/01/1996 07/01/2026 $ 1,104.76 08/01/1996 $ 119,550.00 $ 119,503.76 07/01/1998 6.500%
6117527 10.625% 09/01/1996 08/01/2026 $ 824.76 08/01/1996 $ 89,250.00 $ 89,250.00 08/01/1998 6.500%
6117535 9.990% 08/01/1996 07/01/2026 $ 753.20 08/01/1996 $ 85,900.00 $ 85,615.12 07/01/1998 6.250%
6117543 10.630% 08/01/1996 07/01/2026 $ 365.17 07/01/1996 $ 39,500.00 $ 39,500.00 07/01/1998 6.500%
6117550 10.625% 08/01/1996 07/01/2026 $ 739.28 08/01/1996 $ 80,000.00 $ 79,958.33 07/01/1998 6.500%
6117568 10.500% 08/01/1996 07/01/2026 $ 1,061.10 07/01/1996 $ 116,000.00 $ 116,000.00 01/01/1997 7.000%
6117576 10.615% 08/01/1996 07/01/2026 $ 664.82 08/01/1996 $ 72,000.00 $ 71,972.08 07/01/1998 6.750%
6117584 10.250% 08/01/1996 07/01/2026 $ 1,530.99 08/01/1996 $ 170,850.00 $ 170,778.35 07/01/1998 6.500%
6117592 9.500% 08/01/1996 07/01/2026 $ 1,597.63 09/01/1996 $ 190,000.00 $ 189,809.58 01/01/1997 6.250%
6117600 10.500% 08/01/1996 07/01/2026 $ 1,287.96 07/01/1996 $ 140,800.00 $ 140,800.00 07/01/1998 6.500%
6117626 12.875% 08/01/1996 07/01/2026 $ 2,837.04 07/01/1996 $ 258,750.00 $ 258,750.00 07/01/1998 7.000%
6117634 10.000% 08/01/1996 07/01/2026 $ 875.60 08/01/1996 $ 99,775.00 $ 99,606.46 01/01/1997 6.500%
6117642 9.240% 08/01/1996 07/01/2026 $ 2,151.87 07/01/1996 $ 261,800.00 $ 261,800.00 01/01/1997 6.500%
6117659 9.990% 08/01/1996 07/01/2026 $ 580.47 08/01/1996 $ 66,200.00 $ 66,170.65 07/01/1998 6.000%
6117667 10.615% 08/01/1996 07/01/2026 $ 664.82 08/01/1996 $ 72,000.00 $ 71,972.08 07/01/1998 6.750%
6117675 7.750% 08/01/1996 07/01/2026 $ 564.54 07/01/1996 $ 78,800.00 $ 78,800.00 01/01/1997 5.250%
6117683 11.125% 08/01/1996 07/01/2026 $ 716.53 08/01/1996 $ 74,500.00 $ 74,474.15 07/01/1998 6.500%
6117691 11.375% 09/01/1996 08/01/2026 $ 980.77 09/01/1996 $ 100,000.00 $ 99,967.15 08/01/1998 7.000%
6117709 9.500% 08/01/1996 07/01/2026 $ 642.42 08/01/1996 $ 76,400.00 $ 76,362.41 01/01/1997 7.875%
6117725 9.990% 08/01/1996 07/01/2026 $ 1,217.63 08/01/1996 $ 138,866.00 $ 138,804.43 07/01/1998 7.000%
6117733 9.990% 07/01/1996 06/01/2026 $ 1,139.89 07/01/1996 $ 130,000.00 $ 129,942.36 12/01/1996 6.000%
6117741 9.750% 08/01/1996 07/01/2026 $ 730.29 08/01/1996 $ 85,000.00 $ 84,940.63 07/01/1998 6.000%
6117758 10.500% 08/01/1996 07/01/2026 $ 1,170.87 07/01/1996 $ 128,000.00 $ 128,000.00 07/01/1998 6.250%
6117774 10.375% 08/01/1996 07/01/2026 $ 1,154.40 08/01/1996 $ 127,500.00 $ 127,338.28 07/01/1998 6.250%
6117782 9.750% 08/01/1996 07/01/2026 $ 515.50 07/01/1996 $ 60,000.00 $ 60,000.00 07/01/1998 5.750%
6117790 10.490% 08/01/1996 07/01/2026 $ 386.16 08/01/1996 $ 42,250.00 $ 42,233.18 07/01/1998 7.350%
6117808 9.250% 08/01/1996 07/01/2026 $ 457.04 08/01/1996 $ 55,555.00 $ 55,526.20 07/01/1998 5.000%
6117816 10.490% 08/01/1996 07/01/2026 $ 383.88 08/01/1996 $ 42,000.00 $ 41,983.27 07/01/1998 7.350%
6117824 10.490% 08/01/1996 07/01/2026 $ 383.88 08/01/1996 $ 42,000.00 $ 41,983.27 07/01/1998 7.350%
6117832 9.500% 09/01/1996 08/01/2026 $ 861.04 08/01/1996 $ 102,400.00 $ 102,400.00 02/01/1997 6.500%
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
Stated
Mortgagor's Property Original Remaining Loan-to-
Loan -------------------------- --------------------------------------- Owner Property Term to Term to Value
Number Last Name First Name Street Address State Zip Occupied Type Maturity Maturity Ratio
- ------ --------- ---------- -------------- ----- --- -------- ---- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6117840 Usher Gordon 7941 S.W. 64Th Ave. 1 OR 97219 Yes Single Family 360 358 79.87%
6117857 Black Steven 1818 E. Mallon WA 99203 No Single Family 360 358 60.00%
6117865 Black Steven 1608 W. 14Th Ave WA 99203 No Single Family 360 358 60.00%
6117873 Clayton Jay 2421 East Madision St 1 WA 98112 Yes Condominium 360 358 75.00%
6117881 Coleman Colin 7740 Sw 175Th Pl OR 97007 No Single Family 360 358 80.00%
6117899 Coleman Colin 17456 Sw Sarala Ave OR 97007 No Single Family 360 358 80.00%
6117907 Abdow Geoerge 39 Arthur Street MA 01604 No Single Family 360 358 69.77%
6117915 Dawson Rosemary 1412 West 97Th Street IL 60643 Yes Single Family 360 358 80.00%
6117931 Centi Glenn 5 West Lakeview Trail NJ 07885 No Single Family 360 358 70.00%
6117949 Ender David 1220 Rudolph Road #3H 3H IL 60093 Yes Condominium 360 358 75.00%
6117956 Fair Richard 1332 Trailwater Chase GA 30102 Yes Single Family 360 358 85.00%
6117964 Black Steven 1919 S. Bernard 1 WA 99203 No Single Family 360 358 60.00%
6117972 Hsieh Michelle 82 Gabriel Drive NJ 07045 Yes Townhouse 360 358 70.00%
6117980 Klenzendorf James 119 S. Nashville Ave. 1 AZ 85747 Yes Single Family 360 358 75.00%
6117998 Milbury Stephen 103 Woodland Street CT 06040 Yes Single Family 360 358 68.97%
6118004 Mills Ronnie 431 Old Springs Road NC 27030 Yes Single Family 360 358 80.17%
6118012 Rodriguez Tony 902 Trace Circle GA 30066 Yes Single Family 360 358 85.00%
6118020 Lenny Warren 69 E Maple Avenue NY 10901 Yes Single Family 360 358 72.41%
6118038 Knight Thomas 4815 Frankie Street NC 27105 No Single Family 360 358 65.00%
6118046 Hall M. 35 Arrowhead Estates Lane MO 63017 Yes Single Family 360 358 75.00%
6118053 Austin Sidney 7751 South Phillips Avenue IL 60649 Yes 4 Family Unit 360 358 77.24%
6118061 Black Steven 5511 N. Milton WA 99203 No Single Family 360 358 64.00%
6118079 Ghali Michael 2065 Ellery Avenue NJ 07024 Yes Single Family 360 358 85.00%
6118095 Viramontes Martin 6334 Oris Ave. CA 90201 No Single Family 360 358 64.44%
6118103 Black Steven 1220 S. Ash WA 99204 No Single Family 360 358 53.68%
6118111 Wolff Stephan Po Box 102 East Hill Road VT 05680 Yes Single Family 360 358 70.00%
6118129 Grabowski Craig 566-55 Wood Avenue CT 06605 No Single Family 360 358 59.32%
6118137 Davies Pamela 8415 Somerset Blvd. CA 90723 No Single Family 360 358 66.67%
6118145 Hollifield Betsy 1221 N. Locust Rd. 1 WA 99206 Yes Single Family 360 358 83.64%
6118152 Melara Nelson 705 Nelson Park Ln CO 80111 Yes Single Family 360 358 85.00%
6118160 Roth Dennis 2890 W. Patricia Lane 1 AZ 85365 Yes Single Family 360 358 80.00%
6118178 Santos Tony 10 S. 100 West UT 84635 Yes Single Family 360 358 84.38%
6118194 York Brian 301 Oak Hill Drive CA 93436 Yes Single Family 360 358 80.00%
6118228 Kindley Glenn 610 Buie Bodenheimer Road NC 27360 Yes Single Family 360 358 80.00%
6118236 Schaefer Carl 24225 Carson Drive CA 95666 Yes Single Family 360 358 76.20%
6118244 Wynne-Welch Tracy 17826 Woodcrest Dr. CA 95666 Yes Single Family 360 358 80.33%
6118269 Le Phuong 438 26Th St. 1 CA 94612 No Single Family 360 358 70.00%
6118293 Randall Marion 2801 Century Harbor Road 2 WI 53562 Yes Condominium 360 359 75.00%
6118301 Black Steven 3227 W. 5Th Ave WA 99204 No Single Family 360 358 60.00%
6118319 Hiltner Kenneth 908 Union Mill Road NJ 08054 Yes Single Family 360 356 65.00%
6118327 Lamparelli Richard 122 Pennsylvania Way NJ 08902 Yes Condominium 360 358 69.94%
6118343 Bermudez Romualdo 17188 Ipuaiwaha St HI 96749 Yes Single Family 360 356 60.00%
6118350 Delgadillo Daniel 913 West Cherry Ave CA 93436 Yes Single Family 360 358 85.00%
6118384 Alarcon Alvaro 9460 S Vicksburg Park Ct NC 28210 No Condominium 360 358 75.00%
6118392 Beavers Harold 3930 South Roosevelt Blvd FL 33040 No Condominium 360 358 80.00%
6118400 Johnson Gregory 339 Jervey Ln IL 60103 Yes Single Family 360 359 75.00%
6118426 Maly Marianne 5844 West Wrightwood Ave IL 60639 Yes Single Family 360 358 80.00%
6118434 Barry Kathleen 763 Hill Street CA 93440 Yes Single Family 360 356 74.59%
6118442 Mekky Dr Siza 5001 Overlea Court MD 20816 Yes Single Family 360 358 72.20%
6118483 Amos Paul 2346 E. Glenhaven Dr. 1 CO 80126 Yes Single Family 360 359 80.00%
6118491 Anderson Mae 948 East 48Th Place IN 46409 Yes Single Family 360 359 59.57%
6118509 Arnold Derek 1 Old Salem Center Road NY 10560 Yes Single Family 360 359 80.00%
6118517 Asprakis Gianis 2603 Chadwick Road GA 30066 Yes Single Family 360 359 75.00%
6118525 Awkerman Theresia 2158 West Cuyler Avenue IL 60608 No 4 Family Unit 360 359 61.43%
6118541 Cablayan Charlesett 11528 Ruthelen Avenue CA 90047 Yes Single Family 360 359 85.00%
6118558 Cefalo Richard 127 Mcdonald Drive PA 16066 Yes Single Family 360 360 84.60%
6118566 Connolly William 6543 South Mozart Street IL 60629 Yes Single Family 360 359 75.00%
6118574 Daniels Jeffery 3143 West Willow Ave AZ 85029 Yes Single Family 360 359 74.97%
6118582 Day Tina 1826 Citrus Avenue CA 95926 Yes Single Family 360 359 80.00%
6118590 Delgadillo Jesus 16110 Arbor Drive IL 60544 Yes Single Family 360 359 70.00%
6118608 Deo Satya 3001 Carver Rd/1701&03 W. CA 95350 Yes 3 Family Unit 360 359 75.00%
6118632 Geltner Richard 10833 N. 44Th St. 1 AZ 85028 Yes Single Family 360 359 70.00%
6118640 Georgacopoul Elias 18701 Creekview IL 60448 Yes Single Family 360 359 51.16%
6118657 Gierasinski Sophia 3346 West Columbia Avenue IL 60645 Yes Single Family 360 359 16.00%
6118665 Gregory John 1504 North Linder IL 60651 No Single Family 360 359 80.00%
6118673 Gregory John 1444 North Massasoit IL 60651 Yes Single Family 360 359 85.00%
6118681 Herbert Jr. Joseph 5652 N 8Th Street VA 22205 Yes Single Family 360 359 80.00%
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
Scheduled Scheduled
Mortgage First Stated Principal Original Scheduled Next Rate
Loan Interest Payment Maturity & Interest Paid to Principal Principal Adjustment Gross
Number Rate Due Date Date Payment Date Balance Balance Date Margin
- ------ ---- -------- ---- ------- ---- ------- ------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6117840 7.990% 08/01/1996 07/01/2026 $ 872.36 08/01/1996 $ 119,000.00 $ 118,919.98 01/01/1997 5.250%
6117857 10.490% 08/01/1996 07/01/2026 $ 411.30 08/01/1996 $ 45,000.00 $ 44,982.08 07/01/1998 7.350%
6117865 10.490% 08/01/1996 07/01/2026 $ 520.98 08/01/1996 $ 57,000.00 $ 56,977.30 07/01/1998 7.350%
6117873 10.875% 08/01/1996 07/01/2026 $ 627.26 08/01/1996 $ 66,525.00 $ 66,500.62 07/01/1998 6.750%
6117881 10.250% 08/01/1996 07/01/2026 $ 1,591.48 08/01/1996 $ 177,600.00 $ 177,525.52 07/01/1998 6.250%
6117899 10.250% 08/01/1996 07/01/2026 $ 1,591.48 08/01/1996 $ 177,600.00 $ 177,525.52 07/01/1998 6.250%
6117907 9.750% 08/01/1996 07/01/2026 $ 515.50 08/01/1996 $ 60,000.00 $ 59,972.00 01/01/1997 6.750%
6117915 10.000% 08/01/1996 07/01/2026 $ 666.96 08/01/1996 $ 76,000.00 $ 75,966.37 01/01/1997 6.500%
6117931 10.500% 08/01/1996 07/01/2026 $ 569.89 07/01/1996 $ 62,300.00 $ 62,300.00 07/01/1998 6.250%
6117949 8.990% 08/01/1996 07/01/2026 $ 1,543.50 08/01/1996 $ 192,000.00 $ 191,894.90 01/01/1997 6.000%
6117956 11.625% 08/01/1996 07/01/2026 $ 845.62 08/01/1996 $ 84,575.00 $ 84,548.70 07/01/1998 7.250%
6117964 10.490% 08/01/1996 07/01/2026 $ 340.00 08/01/1996 $ 37,200.00 $ 37,185.19 07/01/1998 7.350%
6117972 10.875% 08/01/1996 07/01/2026 $ 1,435.56 08/01/1996 $ 152,250.00 $ 152,194.21 07/01/1998 6.750%
6117980 10.375% 08/01/1996 07/01/2026 $ 937.10 08/01/1996 $ 103,500.00 $ 103,454.84 07/01/1998 6.250%
6117998 12.375% 08/01/1996 07/01/2026 $ 1,057.57 09/01/1996 $ 100,000.00 $ 99,947.09 07/01/1998 6.750%
6118004 10.375% 08/01/1996 07/01/2026 $ 4,355.01 07/01/1996 $ 481,000.00 $ 481,000.00 07/01/1998 6.250%
6118012 11.625% 08/01/1996 07/01/2026 $ 777.63 07/01/1996 $ 77,775.00 $ 77,775.00 07/01/1998 7.250%
6118020 10.490% 08/01/1996 07/01/2026 $ 959.70 07/01/1996 $ 105,000.00 $ 105,000.00 07/01/1998 6.250%
6118038 14.125% 08/01/1996 07/01/2026 $ 333.94 07/01/1996 $ 27,950.00 $ 27,950.00 07/01/1998 7.625%
6118046 10.625% 08/01/1996 07/01/2026 $ 4,574.29 07/01/1996 $ 495,000.00 $ 495,000.00 07/01/1998 5.500%
6118053 10.625% 08/01/1996 07/01/2026 $ 1,034.99 08/01/1996 $ 112,000.00 $ 111,956.68 07/01/1998 6.500%
6118061 10.490% 08/01/1996 07/01/2026 $ 345.49 08/01/1996 $ 37,800.00 $ 37,784.95 07/01/1998 7.350%
6118079 10.625% 08/01/1996 07/01/2026 $ 2,592.10 08/01/1996 $ 280,500.00 $ 280,391.49 07/01/1998 6.750%
6118095 10.750% 08/01/1996 07/01/2026 $ 1,353.55 08/01/1996 $ 145,000.00 $ 144,945.41 07/01/1998 6.500%
6118103 10.490% 08/01/1996 07/01/2026 $ 466.14 08/01/1996 $ 51,000.00 $ 50,979.69 07/01/1998 7.350%
6118111 9.500% 08/01/1996 07/01/2026 $ 570.94 08/01/1996 $ 67,900.00 $ 67,866.60 01/01/1997 7.375%
6118129 8.740% 08/01/1996 07/01/2026 $ 550.20 07/01/1996 $ 70,000.00 $ 70,000.00 01/01/1997 6.000%
6118137 10.250% 08/01/1996 07/01/2026 $ 448.06 08/01/1996 $ 50,000.00 $ 49,979.02 07/01/1998 6.250%
6118145 10.125% 08/01/1996 07/01/2026 $ 815.88 08/01/1996 $ 92,000.00 $ 91,960.37 07/01/1998 5.750%
6118152 7.750% 08/01/1996 07/01/2026 $ 1,008.40 08/01/1996 $ 140,756.00 $ 140,656.65 01/01/1997 5.250%
6118160 11.500% 08/01/1996 07/01/2026 $ 919.00 07/01/1996 $ 92,800.00 $ 92,800.00 07/01/1998 7.000%
6118178 10.740% 08/01/1996 07/01/2026 $ 503.68 08/01/1996 $ 54,000.00 $ 53,979.48 07/01/1998 6.750%
6118194 9.990% 08/01/1996 07/01/2026 $ 1,648.45 07/01/1996 $ 188,000.00 $ 188,000.00 07/01/1998 6.000%
6118228 10.125% 08/01/1996 07/01/2026 $ 560.48 08/01/1996 $ 63,200.00 $ 63,172.77 07/01/1998 6.250%
6118236 9.750% 08/01/1996 07/01/2026 $ 1,911.62 07/01/1996 $ 222,500.00 $ 222,500.00 07/01/1998 6.250%
6118244 10.250% 08/01/1996 07/01/2026 $ 659.54 08/01/1996 $ 73,600.00 $ 73,569.11 07/01/1998 5.500%
6118269 9.750% 08/01/1996 07/01/2026 $ 1,022.40 07/01/1996 $ 119,000.00 $ 119,000.00 07/01/1998 5.750%
6118293 10.490% 09/01/1996 08/01/2026 $ 490.13 08/01/1996 $ 53,625.00 $ 53,625.00 08/01/1998 6.500%
6118301 10.490% 08/01/1996 07/01/2026 $ 438.72 08/01/1996 $ 48,000.00 $ 47,980.88 07/01/1998 7.350%
6118319 10.740% 06/01/1996 05/01/2026 $ 909.42 08/01/1996 $ 97,500.00 $ 97,388.63 06/01/1998 5.250%
6118327 8.500% 08/01/1996 07/01/2026 $ 268.36 08/01/1996 $ 34,900.00 $ 34,878.85 01/01/1997 6.250%
6118343 11.375% 06/01/1996 05/01/2026 $ 1,412.30 08/01/1996 $ 144,000.00 $ 143,786.09 05/01/1998 5.500%
6118350 9.990% 08/01/1996 07/01/2026 $ 849.65 08/01/1996 $ 96,900.00 $ 96,857.03 07/01/1998 6.000%
6118384 10.865% 08/01/1996 07/01/2026 $ 572.35 08/01/1996 $ 60,750.00 $ 60,727.69 07/01/1998 6.750%
6118392 10.000% 08/01/1996 07/01/2026 $ 800.35 08/01/1996 $ 91,200.00 $ 91,159.65 01/01/1997 6.500%
6118400 8.250% 09/01/1996 08/01/2026 $ 1,504.42 08/01/1996 $ 200,250.00 $ 200,250.00 02/01/1997 5.750%
6118426 10.625% 08/01/1996 07/01/2026 $ 1,108.92 08/01/1996 $ 120,000.00 $ 119,953.58 07/01/1998 6.500%
6118434 9.990% 06/01/1996 05/01/2026 $ 1,210.03 08/01/1996 $ 138,000.00 $ 137,814.93 05/01/1998 6.250%
6118442 9.875% 08/01/1996 07/01/2026 $ 3,212.89 08/01/1996 $ 370,000.00 $ 369,831.90 07/01/1998 6.000%
6118483 10.490% 09/01/1996 08/01/2026 $ 2,815.10 08/01/1996 $ 308,000.00 $ 308,000.00 02/01/1997 6.875%
6118491 12.990% 09/01/1996 08/01/2026 $ 309.52 08/01/1996 $ 28,000.00 $ 28,000.00 08/01/1998 6.375%
6118509 9.500% 09/01/1996 08/01/2026 $ 1,513.54 08/01/1996 $ 180,000.00 $ 180,000.00 02/01/1997 7.625%
6118517 9.750% 09/01/1996 08/01/2026 $ 1,117.98 08/01/1996 $ 130,125.00 $ 130,125.00 02/01/1997 6.875%
6118525 9.500% 09/01/1996 08/01/2026 $ 1,446.27 08/01/1996 $ 172,000.00 $ 172,000.00 02/01/1997 6.875%
6118541 10.750% 09/01/1996 08/01/2026 $ 1,190.19 08/01/1996 $ 127,500.00 $ 127,500.00 08/01/1998 6.500%
6118558 11.250% 10/01/1996 09/01/2026 $ 875.11 09/01/1996 $ 90,100.00 $ 90,100.00 09/01/1998 6.750%
6118566 12.125% 09/01/1996 08/01/2026 $ 622.95 08/01/1996 $ 60,000.00 $ 60,000.00 08/01/1998 6.500%
6118574 11.750% 09/01/1996 08/01/2026 $ 556.19 08/01/1996 $ 55,100.00 $ 55,100.00 08/01/1998 6.750%
6118582 10.990% 09/01/1996 08/01/2026 $ 837.38 08/01/1996 $ 88,000.00 $ 88,000.00 08/01/1998 6.750%
6118590 10.990% 09/01/1996 08/01/2026 $ 1,631.94 08/01/1996 $ 171,500.00 $ 171,500.00 02/01/1997 7.250%
6118608 10.990% 09/01/1996 08/01/2026 $ 1,605.78 08/01/1996 $ 168,750.00 $ 168,750.00 08/01/1998 7.000%
6118632 13.000% 09/01/1996 08/01/2026 $ 1,386.07 08/01/1996 $ 125,300.00 $ 125,300.00 08/01/1998 7.125%
6118640 9.990% 09/01/1996 08/01/2026 $ 964.52 08/01/1996 $ 110,000.00 $ 110,000.00 08/01/1998 6.375%
6118657 13.500% 09/01/1996 08/01/2026 $ 687.25 08/01/1996 $ 60,000.00 $ 60,000.00 08/01/1998 8.250%
6118665 10.750% 09/01/1996 08/01/2026 $ 896.15 08/01/1996 $ 96,000.00 $ 96,000.00 08/01/1998 6.750%
6118673 9.990% 09/01/1996 08/01/2026 $ 961.45 08/01/1996 $ 109,650.00 $ 109,650.00 08/01/1998 6.000%
6118681 9.500% 09/01/1996 08/01/2026 $ 874.49 08/01/1996 $ 104,000.00 $ 104,000.00 02/01/1997 7.625%
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
Stated
Mortgagor's Property Original Remaining Loan-to-
Loan -------------------------- --------------------------------------- Owner Property Term to Term to Value
Number Last Name First Name Street Address State Zip Occupied Type Maturity Maturity Ratio
- ------ --------- ---------- -------------- ----- --- -------- ---- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6118699 Hussain Syed 333 Sherman Ave IL 60202 Yes 2 Family Unit 360 359 75.00%
6118715 Kowitz Edna 9208 Harvest Rush Road MD 21136 Yes Single Family 360 359 65.00%
6118723 Lindsey Kenneth 14660 Excaliber Ct. CA 95037 Yes Single Family 360 359 80.00%
6118731 Michaels Daniel 3114 North Rutherford IL 60634 Yes Single Family 360 359 75.00%
6118749 Mintzer William 1011 Conecta Drive FL 33950 Yes Single Family 360 359 73.78%
6118756 Radigue Edward 5200 Fulton Road CA 95403 Yes Single Family 360 359 66.18%
6118764 Robinson Kim 4611 Adair St. 1 CA 90011 No Single Family 360 359 65.00%
6118772 Robinson Kim 4710 Brighton Ave. 1 CA 91361 Yes Single Family 360 359 75.00%
6118780 Rolland Earl 78 Pleasant Street MA 01027 No 3 Family Unit 360 359 78.57%
6118798 Sander Jean 5124 Jarlath Avenue IL 60076 Yes Single Family 360 359 70.00%
6118806 Smith Edward 84 Albion Road ME 04062 Yes Single Family 360 359 80.00%
6118814 Stoval Jr. James 2631 Washington Ave CA 94061 Yes Single Family 360 359 64.95%
6118822 Taylor Pilar 2201 Tourney Drive GA 30062 Yes Single Family 360 359 85.00%
6118830 Thomas Charles 221 Cresta Ave. CA 91775 Yes Single Family 360 359 75.00%
6118848 Tilo Pagaloa 29 Tanforan Avenue CA 94066 Yes Single Family 360 359 65.79%
6118855 Underhill Steven 936 Sunflower St CO 80027 Yes Single Family 360 359 80.00%
6118871 Waterlyn Tracy 788 S. 500 E. 1 UT 84651 Yes Single Family 360 359 79.96%
6118889 Weresz Christophe 27702 Palomar Road CA 90048 No Single Family 360 359 69.44%
6118897 Wilcher Gayle 4720 Fawn St. 1 CA 95682 Yes Single Family 360 359 80.00%
6118913 Winter Flint 42 Peaceful Drive NM 87015 Yes Single Family 360 359 59.23%
6118921 Wunder Sharon 408 N. Hammonds Ferry Rd MD 21090 Yes Single Family 360 359 69.94%
6118939 Zellen Charles 9521 Farewell Road MD 21045 Yes Single Family 360 359 80.00%
6118947 Loyo Carlos 10 Oakland Dr NJ 08889 Yes Single Family 360 358 54.82%
6118954 Athalone Sametta 6402 South Claremont IL 60636 Yes Single Family 360 359 65.00%
6118962 Oranje Kenneth 204 Spinnaker Way CA 94565 Yes Single Family 360 359 80.00%
6118970 Spadanuta Rosemarie 12101 Sunset Point Circle FL 33414 No PUD 360 359 59.98%
6118988 Stilo Robert 404 Vail Court NJ 07080 Yes Single Family 360 359 80.00%
6119002 Widner Roger 1500 Hobbitsrow Court NC 28602 Yes Single Family 360 359 85.00%
6119010 Winston, Jr. George 16422 University Court IL 60473 Yes Single Family 360 359 75.00%
6119028 Aylward Robert 276 Atlantic Avenue ME 04090 No Single Family 360 359 30.00%
6119036 Berman Sondra 540 Davis Court NJ 08701 No Condominium 360 359 69.64%
6119044 Blaida Robert 3030 South Poplar Avenue IL 60608 Yes 3 Family Unit 360 359 53.33%
6119051 Gregory John 831 North Keystone IL 60651 No Single Family 360 359 75.00%
6119069 Gregory John 1723 North Leclaire IL 60639 No Single Family 360 359 75.00%
6119077 Weresz Christophe 27728 Palomar Road CA 92585 No Single Family 360 359 68.87%
6119085 Agarwal Mukul 11951 Vanowen St. 1 CA 91605 No Condominium 360 359 71.43%
6119093 Amar Mike 7415 Delco Place CA 91306 Yes Single Family 360 360 80.00%
6119101 Anger Kurt 2601 Briar Trail Court NC 28105 Yes Single Family 360 360 65.00%
6119119 Barrett Michael 23 Benchview Dr. 1 UT 84074 Yes Single Family 360 360 70.00%
6119127 Bergdoll Michael 41 Trafton Road MA 01108 No Single Family 360 360 70.00%
6119135 Brown Dennis 12510 Woodsong Lane MD 20721 Yes Single Family 360 360 75.00%
6119143 Cannady Darryl 8635 Waterrock Road NC 28214 Yes Single Family 360 360 85.00%
6119150 Chismar Robert 743 Doan Drive 1 CA 91506 Yes Single Family 360 360 59.42%
6119168 Claster Robert 1415 S. Dodge St. AZ 85233 No PUD 360 360 80.00%
6119176 Cognata Allen 4 Highland Avenue NJ 07737 Yes Single Family 360 360 85.00%
6119184 Collins Edwin 1 Oneida Circle MA 01890 Yes Single Family 360 360 52.11%
6119192 Delehanty Susan 3520 Hoover Drive IL 62002 Yes Single Family 360 359 90.00%
6119200 Ferriera David 4272 Glazier Court CA 94521 Yes Single Family 360 359 80.00%
6119218 Freeman Kathy 9651 E. Zayante Rd. 1 CA 95018 Yes Single Family 360 359 70.00%
6119226 Giandomenico Frederick 868 East St MA 02081 No 2 Family Unit 360 360 65.00%
6119234 Goodman Pamela 3239 West 38Th Street IL 60632 Yes Single Family 360 359 65.00%
6119242 Harris Mary 6660 Paiute Court CO 80503 Yes Single Family 360 360 80.00%
6119259 Hedberg Elizabeth 41 Bay Pond Rd MA 02331 Yes Single Family 360 360 60.98%
6119267 Hehir Michael 2230 Tahoe Court GA 30071 Yes Single Family 360 360 75.00%
6119283 Isaacs Robert 1 Elk Branch Road WV 25427 Yes Single Family 360 360 62.81%
6119291 Kellson Ronald 75 Ochre Rd Ne NM 87124 Yes Single Family 360 359 63.48%
6119309 Kincaid Donald 11795 Indian Ridge Road VA 22091 No Single Family 360 360 64.94%
6119317 Kingsbury Douglas 105 Ross Road CA 95003 Yes Single Family 360 360 69.68%
6119325 Kubacki Elizabeth 2641 West Hirsch Street IL 60622 No 2 Family Unit 360 360 51.16%
6119341 Lujan Peter 110 Soda Place 1 CA 94526 Yes Single Family 360 360 42.50%
6119358 Maestas Celia 2700 Tennessee Ne NM 87110 No 3 Family Unit 360 360 64.65%
6119366 Maestas Celia 2701 Dallas St. Ne NM 87110 No 3 Family Unit 360 360 65.00%
6119374 Marino Laurence 11219 Meadowmeer Circle WA 98110 Yes Single Family 360 359 73.91%
6119382 Marks David 1261 S.E. 7 Ave FL 33060 Yes Single Family 360 359 80.00%
6119390 Mcanally William 6222 N. Viewmont Street WA 98407 Yes Single Family 360 359 90.00%
6119408 Mcfarlane Mary 4490 S. Alkire St CO 80465 Yes Single Family 360 360 80.00%
6119416 Monares Mario 1010 Kumquat Place CA 93030 Yes Single Family 360 359 85.00%
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
Scheduled Scheduled
Mortgage First Stated Principal Original Scheduled Next Rate
Loan Interest Payment Maturity & Interest Paid to Principal Principal Adjustment Gross
Number Rate Due Date Date Payment Date Balance Balance Date Margin
- ------ ---- -------- ---- ------- ---- ------- ------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6118699 11.125% 09/01/1996 08/01/2026 $ 1,550.88 09/01/1996 $ 161,250.00 $ 161,194.04 08/01/1998 7.000%
6118715 14.000% 09/01/1996 08/01/2026 $ 1,463.32 08/01/1996 $ 123,500.00 $ 123,500.00 08/01/1998 8.000%
6118723 10.500% 09/01/1996 08/01/2026 $ 1,476.39 08/01/1996 $ 161,400.00 $ 161,400.00 08/01/1998 6.750%
6118731 12.250% 09/01/1996 08/01/2026 $ 1,218.18 09/01/1996 $ 116,250.00 $ 114,374.87 08/01/1998 7.000%
6118749 11.000% 09/01/1996 08/01/2026 $ 790.43 08/01/1996 $ 83,000.00 $ 83,000.00 08/01/1998 6.500%
6118756 10.875% 09/01/1996 08/01/2026 $ 1,716.06 09/01/1996 $ 182,000.00 $ 181,933.00 08/01/1998 5.500%
6118764 11.240% 09/01/1996 08/01/2026 $ 788.54 08/01/1996 $ 81,250.00 $ 81,250.00 08/01/1998 7.520%
6118772 10.490% 09/01/1996 08/01/2026 $ 1,055.67 08/01/1996 $ 115,500.00 $ 115,500.00 08/01/1998 6.500%
6118780 10.500% 09/01/1996 08/01/2026 $ 1,006.22 08/01/1996 $ 110,000.00 $ 110,000.00 08/01/1998 6.000%
6118798 10.990% 09/01/1996 08/01/2026 $ 1,385.49 08/01/1996 $ 145,600.00 $ 145,600.00 08/01/1998 7.375%
6118806 10.750% 09/01/1996 08/01/2026 $ 619.84 08/01/1996 $ 66,400.00 $ 66,400.00 08/01/1998 6.500%
6118814 8.250% 09/01/1996 08/01/2026 $ 1,280.91 08/01/1996 $ 170,500.00 $ 170,500.00 02/01/1997 5.875%
6118822 11.250% 09/01/1996 08/01/2026 $ 908.13 08/01/1996 $ 93,500.00 $ 93,500.00 08/01/1998 6.750%
6118830 10.750% 09/01/1996 08/01/2026 $ 1,575.25 08/01/1996 $ 168,750.00 $ 168,750.00 02/01/1997 7.625%
6118848 10.000% 09/01/1996 08/01/2026 $ 1,096.97 08/01/1996 $ 125,000.00 $ 125,000.00 08/01/1998 5.750%
6118855 8.750% 09/01/1996 08/01/2026 $ 1,207.75 08/01/1996 $ 153,520.00 $ 153,520.00 02/01/1997 5.750%
6118871 8.990% 09/01/1996 08/01/2026 $ 655.63 08/01/1996 $ 81,555.00 $ 81,555.00 02/01/1997 6.750%
6118889 9.500% 09/01/1996 08/01/2026 $ 420.43 08/01/1996 $ 50,000.00 $ 50,000.00 02/01/1997 7.875%
6118897 11.250% 09/01/1996 08/01/2026 $ 1,398.62 08/01/1996 $ 144,000.00 $ 144,000.00 08/01/1998 7.250%
6118913 9.750% 09/01/1996 08/01/2026 $ 661.55 08/01/1996 $ 77,000.00 $ 77,000.00 08/01/1998 6.375%
6118921 9.490% 09/01/1996 08/01/2026 $ 969.51 08/01/1996 $ 115,400.00 $ 115,400.00 08/01/1998 6.000%
6118939 9.500% 09/01/1996 08/01/2026 $ 918.22 08/01/1996 $ 109,200.00 $ 109,200.00 02/01/1997 7.625%
6118947 10.875% 08/01/1996 07/01/2026 $ 1,178.62 09/01/1996 $ 125,000.00 $ 124,907.97 07/01/1998 5.500%
6118954 12.750% 09/01/1996 08/01/2026 $ 508.58 09/01/1996 $ 46,800.00 $ 46,788.67 02/01/1997 7.250%
6118962 8.990% 09/01/1996 08/01/2026 $ 758.89 09/01/1996 $ 94,400.00 $ 94,348.32 02/01/1997 7.125%
6118970 9.750% 09/01/1996 08/01/2026 $ 679.60 08/01/1996 $ 79,100.00 $ 79,100.00 08/01/1998 6.125%
6118988 10.000% 09/01/1996 08/01/2026 $ 2,035.97 08/01/1996 $ 232,000.00 $ 232,000.00 02/01/1997 7.875%
6119002 10.250% 09/01/1996 08/01/2026 $ 1,942.30 09/01/1996 $ 216,750.00 $ 216,659.11 08/01/1998 6.000%
6119010 10.250% 09/01/1996 08/01/2026 $ 1,008.12 09/01/1996 $ 112,500.00 $ 112,452.82 02/01/1997 7.125%
6119028 13.125% 09/01/1996 08/01/2026 $ 753.29 08/01/1996 $ 67,500.00 $ 67,500.00 08/01/1998 7.000%
6119036 9.500% 09/01/1996 08/01/2026 $ 409.29 09/01/1996 $ 48,675.00 $ 48,651.05 02/01/1997 7.500%
6119044 9.250% 09/01/1996 08/01/2026 $ 658.15 08/01/1996 $ 80,000.00 $ 80,000.00 08/01/1998 5.875%
6119051 9.900% 09/01/1996 08/01/2026 $ 685.28 08/01/1996 $ 78,750.00 $ 78,750.00 08/01/1998 6.000%
6119069 9.900% 09/01/1996 08/01/2026 $ 776.65 08/01/1996 $ 89,250.00 $ 89,250.00 08/01/1998 6.000%
6119077 9.500% 09/01/1996 08/01/2026 $ 420.43 08/01/1996 $ 50,000.00 $ 50,000.00 02/01/1997 7.875%
6119085 10.740% 09/01/1996 08/01/2026 $ 466.37 08/01/1996 $ 50,000.00 $ 50,000.00 08/01/1998 7.125%
6119093 8.990% 10/01/1996 09/01/2026 $ 1,061.16 09/01/1996 $ 132,000.00 $ 132,000.00 03/01/1997 7.125%
6119101 10.750% 10/01/1996 09/01/2026 $ 603.73 09/01/1996 $ 64,675.00 $ 64,675.00 09/01/1998 7.125%
6119119 10.490% 10/01/1996 09/01/2026 $ 889.32 09/01/1996 $ 97,300.00 $ 97,300.00 09/01/1998 6.625%
6119127 11.250% 10/01/1996 09/01/2026 $ 448.73 09/01/1996 $ 46,200.00 $ 46,200.00 09/01/1998 7.500%
6119135 11.375% 10/01/1996 09/01/2026 $ 3,007.52 09/01/1996 $ 306,650.00 $ 306,650.00 09/01/1998 6.500%
6119143 10.250% 10/01/1996 09/01/2026 $ 677.91 09/01/1996 $ 75,650.00 $ 75,650.00 09/01/1998 6.000%
6119150 8.990% 10/01/1996 09/01/2026 $ 745.22 09/01/1996 $ 92,700.00 $ 92,700.00 09/01/1998 5.625%
6119168 10.750% 10/01/1996 09/01/2026 $ 853.88 09/01/1996 $ 91,472.00 $ 91,472.00 09/01/1998 6.750%
6119176 10.750% 10/01/1996 09/01/2026 $ 928.35 09/01/1996 $ 99,450.00 $ 99,450.00 03/01/1997 6.750%
6119184 12.250% 10/01/1996 09/01/2026 $ 1,488.02 09/01/1996 $ 142,000.00 $ 142,000.00 03/01/1997 8.250%
6119192 10.750% 09/01/1996 08/01/2026 $ 315.05 09/01/1996 $ 33,750.00 $ 33,737.29 02/01/1997 7.500%
6119200 11.490% 09/01/1996 08/01/2026 $ 2,089.89 09/01/1996 $ 211,200.00 $ 211,132.35 08/01/1998 7.000%
6119218 10.500% 09/01/1996 08/01/2026 $ 1,024.51 08/01/1996 $ 112,000.00 $ 112,000.00 08/01/1998 6.375%
6119226 11.000% 10/01/1996 09/01/2026 $ 1,126.60 09/01/1996 $ 118,300.00 $ 118,300.00 09/01/1998 7.500%
6119234 13.500% 09/01/1996 08/01/2026 $ 610.51 08/01/1996 $ 53,300.00 $ 53,300.00 02/01/1997 8.000%
6119242 9.500% 10/01/1996 09/01/2026 $ 2,078.60 09/01/1996 $ 247,200.00 $ 247,200.00 03/01/1997 7.625%
6119259 9.990% 10/01/1996 09/01/2026 $ 4,384.16 09/01/1996 $ 500,000.00 $ 500,000.00 09/01/1998 6.000%
6119267 11.750% 10/01/1996 09/01/2026 $ 747.98 09/01/1996 $ 74,100.00 $ 74,100.00 09/01/1998 6.750%
6119283 10.250% 10/01/1996 09/01/2026 $ 832.48 09/01/1996 $ 92,900.00 $ 92,900.00 09/01/1998 6.750%
6119291 12.500% 09/01/1996 08/01/2026 $ 711.33 09/01/1996 $ 66,650.00 $ 66,632.94 08/01/1998 6.875%
6119309 11.000% 10/01/1996 09/01/2026 $ 1,190.41 09/01/1996 $ 125,000.00 $ 125,000.00 09/01/1998 7.500%
6119317 10.000% 10/01/1996 09/01/2026 $ 947.78 09/01/1996 $ 108,000.00 $ 108,000.00 09/01/1998 6.375%
6119325 10.500% 10/01/1996 09/01/2026 $ 402.49 09/01/1996 $ 44,000.00 $ 44,000.00 09/01/1998 6.875%
6119341 9.500% 10/01/1996 09/01/2026 $ 1,429.46 09/01/1996 $ 170,000.00 $ 170,000.00 09/01/1998 6.125%
6119358 9.750% 10/01/1996 09/01/2026 $ 1,027.55 09/01/1996 $ 119,600.00 $ 119,600.00 09/01/1998 6.625%
6119366 9.750% 10/01/1996 09/01/2026 $ 1,055.48 09/01/1996 $ 122,850.00 $ 122,850.00 09/01/1998 6.625%
6119374 9.500% 09/01/1996 08/01/2026 $ 1,429.46 08/01/1996 $ 170,000.00 $ 170,000.00 08/01/1998 5.500%
6119382 8.990% 09/01/1996 08/01/2026 $ 1,061.16 09/01/1996 $ 132,000.00 $ 131,927.74 02/01/1997 7.125%
6119390 10.250% 09/01/1996 08/01/2026 $ 1,048.44 09/01/1996 $ 117,000.00 $ 116,950.94 02/01/1997 7.000%
6119408 8.750% 10/01/1996 09/01/2026 $ 783.56 09/01/1996 $ 99,600.00 $ 99,600.00 03/01/1997 5.750%
6119416 10.250% 09/01/1996 08/01/2026 $ 1,462.44 08/01/1996 $ 163,200.00 $ 163,200.00 08/01/1998 6.000%
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
Stated
Mortgagor's Property Original Remaining Loan-to-
Loan -------------------------- --------------------------------------- Owner Property Term to Term to Value
Number Last Name First Name Street Address State Zip Occupied Type Maturity Maturity Ratio
- ------ --------- ---------- -------------- ----- --- -------- ---- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6119424 Montilla Jr Fred 7811 S Woodridge Drive FL 33067 Yes Single Family 360 360 75.00%
6119432 Moyer Iris 6837 Willis Ave. 1 CA 91405 Yes Single Family 360 360 80.00%
6119440 Newsome Maryland 4981 South 4940 West UT 84118 Yes Single Family 360 357 90.00%
6119457 Nielson Kent 7108 West Fieldview Dr. UT 84120 Yes Single Family 360 359 73.00%
6119465 Perkins John 79 Drobish CA 95914 Yes Single Family 360 359 77.78%
6119481 Ramirez Jesus 1166 San Bernardino CA 91767 Yes Single Family 360 360 85.00%
6119499 Ribeiro Devair 6287 Nw 44Th Street FL 33067 Yes Single Family 360 360 72.83%
6119507 Richards Lennis 4461 Ferndale St. CA 90016 Yes Single Family 360 359 84.13%
6119515 Robinson Julius 420 S. Barrington Ave. # CA 90049 Yes Condominium 360 360 80.00%
6119523 Rudolpha Dolores 458 E. Calle Durango AZ 85621 No Single Family 360 359 80.00%
6119531 Schreiber Gary 2 B Corniche Dr CA 92629 Yes Condominium 360 359 80.00%
6119549 Scudder Steven 2717 Magnolia Ave CA 95307 Yes Single Family 360 359 86.40%
6119556 Sine Alan 11421 Dintha Court MD 20754 Yes Single Family 360 360 79.99%
6119572 Soares Manuel 7 Kendall Drive RI 02865 Yes Single Family 360 360 70.00%
6119598 Speicher Mark 6265 Chimney Drive NV 89433 Yes Manufactured 360 360 85.00%
Dwelling
6119614 Vance John 3569 Franklin Rd OH 44224 Yes Single Family 360 360 85.00%
6119622 Waltz Ronald 188 Vintage Lane 1 CA 92805 Yes Single Family 360 360 75.00%
6119630 Watson Margaret 6332 Se Division St. 1 OR 97206 Yes Single Family 360 360 70.00%
6119648 Williams Arthur 4712 S. Van Ness Ave CA 90047 Yes Single Family 360 360 80.00%
6119655 Bruner David 7251 West Randolph Street IL 60130 No Condominium 360 359 50.93%
6119663 Hickman Melissa 260 Village Creek IL 60102 Yes PUD 360 359 57.42%
6119671 Hightower, I James 6N971 Woodlawn Avenue IL 60174 Yes Single Family 360 359 70.00%
6119689 Ilbery Charles 245 Shepard Drive IL 62521 Yes Single Family 360 359 90.00%
6119713 Williamson David 6823 North Hamilton 3 IL 60645 Yes Condominium 360 360 80.00%
6119721 Gregory John 1631 North Monitor IL 60639 No Single Family 360 359 80.00%
6119739 Jones Ted 623 West Washington IA 51503 No 4 Family Unit 360 359 75.00%
6119747 Main Larry 448 North Pennsylvania Ave PA 15601 No Single Family 360 360 79.88%
6119754 Martin Linda 3031 South 9100 West UT 84044 Yes Single Family 360 359 60.61%
6119762 Morris, Jr. Edwin 6057 Tybalt Drive IN 46254 Yes PUD 360 359 85.00%
6119770 Reid Camille 435 West 126Th Place IL 60628 Yes Single Family 360 360 85.00%
6119788 Ricci Bruce 463 Amherst St. 1 CA 94134 Yes Single Family 360 360 75.00%
6119796 Arrigo Rick W. 5607 Woodside WA 99208 Yes Single Family 360 360 83.85%
6119804 Arscheene Arnold 6525 Soundview Dr WA 98335 Yes Single Family 360 360 69.49%
6119812 Beatty Richard 2877 B W. Long Circle 1 CO 80120 Yes PUD 360 359 90.00%
6119820 Chicks Norsky 7401 Sunnybrae Ave. CA 91306 Yes Single Family 360 360 80.00%
6119838 Christensen Mikel 3073 S. Buccaneer Drive UT 84044 Yes Single Family 360 359 81.67%
6119861 Gray Terry 7077 N.E. Bay Hill Rd. 1 WA 98110 No Single Family 360 360 70.00%
6119879 Groom Collette 7403 East Castilla Blvd. CO 80112 Yes Single Family 360 360 66.21%
6119887 Masuda Irvin 307 Coleridge Dr. 1 CA 93901 Yes Single Family 360 359 81.27%
6119895 Penman Don 2042 South Bonneview Dr. UT 84010 Yes Single Family 360 359 68.84%
6119903 Steel Brian 10007 Eagle Place WA 98303 Yes Single Family 360 359 78.67%
6119911 Stenzel Douglas 971 Cielito CA 93003 No Single Family 360 360 80.00%
6119929 Virgilio Anthony 754 Almeria Drive 1 CA 95123 Yes Single Family 360 360 75.00%
6119937 Williams April 5359 South Geary Street UT 84123 Yes Condominium 360 360 69.74%
6119945 Ambrosini Daniel 3620 186Th Street 402 IL 60438 Yes Condominium 360 359 65.00%
6119952 Boyd Mary 2316 Se 139Th Ave OR 97233 Yes Single Family 360 359 80.00%
6119978 Flavin Dennis 125 South Elm IL 60521 Yes Single Family 360 359 75.00%
6119986 Johnson Chester 2600 S. Holly 1 CO 80222 Yes Single Family 360 359 58.96%
6119994 Young Richard 18847 Moro Circle 1 CA 93907 Yes Single Family 360 359 80.00%
6120034 Campbell Benjamin 163 East 100 North UT 84648 Yes Single Family 360 350 70.00%
6120083 Platt,V Mortimer 5237 Stratford Court FL 33904 Yes Single Family 360 350 75.00%
6120208 Zack Dena 805 Clearwater Drive TX 76065 Yes Single Family 360 352 20.89%
6127500 Gensch Robert 3150 Ne 48Th Court # 204 FL 33064 Yes Condominium 360 358 39.00%
6127526 Tate Johnny 562 Nw Argosy Ave FL 34983 Yes Single Family 360 357 66.70%
6127567 Salazar Heinz 11707 Sw 113 Terrace FL 33186 Yes Single Family 360 359 70.00%
6127641 Powery Charles 242 Cypress Dr FL 33403 Yes Single Family 360 359 75.00%
6127658 Oliver Janet 3931 N 41St Court FL 33021 Yes Single Family 360 360 61.76%
6131056 Martinez Jose 4842 S Mountain Avenue AZ 85714 Yes Single Family 360 357 80.00%
6131254 Thieme Steven 519 Cortes Steet TX 76227 Yes Single Family 360 357 79.73%
6131262 Bartlett David 5447 Don Edmondo Court CA 95123 Yes Single Family 360 357 75.00%
6132526 Willens Noah 61A Spring Creek Road IL 60010 Yes Single Family 360 359 68.29%
6132534 Yadgari Houshang 1812 Overland Ave., #302 1 CA 90025 No Condominium 360 359 75.00%
6132542 Bukoski William 4431 Eke Road HI 96756 Yes Single Family 360 360 80.00%
6132559 Fox Dominic 3543 West 75Th Place IL 60652 Yes Single Family 360 359 85.00%
6132575 Mclaughlin Daniel 6811 Alpine Drive VA 22003 Yes Single Family 360 360 79.91%
6132583 Opila Andy 1441 Newberry Avenue IL 60525 Yes Single Family 360 359 80.00%
6132591 Baker Paul 5 Peninsula Court 1 CA 94559 Yes Single Family 360 360 65.00%
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
Scheduled Scheduled
Mortgage First Stated Principal Original Scheduled Next Rate
Loan Interest Payment Maturity & Interest Paid to Principal Principal Adjustment Gross
Number Rate Due Date Date Payment Date Balance Balance Date Margin
- ------ ---- -------- ---- ------- ---- ------- ------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6119424 9.750% 10/01/1996 09/01/2026 $ 2,190.85 09/01/1996 $ 255,000.00 $ 255,000.00 09/01/1998 6.125%
6119432 8.990% 10/01/1996 09/01/2026 $ 868.22 09/01/1996 $ 108,000.00 $ 108,000.00 03/01/1997 7.125%
6119440 8.875% 07/01/1996 06/01/2026 $ 605.09 09/01/1996 $ 76,050.00 $ 75,921.14 06/01/1998 5.375%
6119457 12.500% 09/01/1996 08/01/2026 $ 763.52 08/01/1996 $ 71,540.00 $ 71,540.00 08/01/1998 7.250%
6119465 9.750% 09/01/1996 08/01/2026 $ 601.41 08/01/1996 $ 70,000.00 $ 70,000.00 08/01/1998 5.750%
6119481 10.625% 10/01/1996 09/01/2026 $ 1,060.41 09/01/1996 $ 114,750.00 $ 114,750.00 09/01/1998 6.500%
6119499 11.250% 10/01/1996 09/01/2026 $ 1,301.50 09/01/1996 $ 134,000.00 $ 134,000.00 09/01/1998 6.250%
6119507 9.750% 09/01/1996 08/01/2026 $ 831.24 08/01/1996 $ 96,750.00 $ 96,750.00 08/01/1998 5.750%
6119515 8.990% 10/01/1996 09/01/2026 $ 1,800.75 09/01/1996 $ 224,000.00 $ 224,000.00 03/01/1997 7.125%
6119523 8.990% 09/01/1996 08/01/2026 $ 347.29 08/01/1996 $ 43,200.00 $ 43,200.00 02/01/1997 7.125%
6119531 8.500% 09/01/1996 08/01/2026 $ 811.36 09/01/1996 $ 105,520.00 $ 105,456.07 02/01/1997 5.500%
6119549 9.990% 09/01/1996 08/01/2026 $ 946.98 09/01/1996 $ 108,000.00 $ 107,952.12 02/01/1997 7.875%
6119556 7.990% 10/01/1996 09/01/2026 $ 1,852.47 09/01/1996 $ 252,700.00 $ 252,700.00 03/01/1997 6.125%
6119572 9.250% 10/01/1996 09/01/2026 $ 2,591.43 09/01/1996 $ 315,000.00 $ 315,000.00 09/01/1998 5.875%
6119598 10.875% 10/01/1996 09/01/2026 $ 745.36 09/01/1996 $ 79,050.00 $ 79,050.00 09/01/1998 7.000%
6119614 10.250% 10/01/1996 09/01/2026 $ 616.97 09/01/1996 $ 68,850.00 $ 68,850.00 09/01/1998 6.000%
6119622 11.750% 10/01/1996 09/01/2026 $ 2,914.68 09/01/1996 $ 288,750.00 $ 288,750.00 09/01/1998 6.750%
6119630 10.000% 10/01/1996 09/01/2026 $ 903.03 09/01/1996 $ 102,900.00 $ 102,900.00 09/01/1998 6.375%
6119648 10.375% 10/01/1996 09/01/2026 $ 956.11 09/01/1996 $ 105,600.00 $ 105,600.00 09/01/1998 6.250%
6119655 12.500% 09/01/1996 08/01/2026 $ 587.00 08/01/1996 $ 55,000.00 $ 55,000.00 02/01/1997 8.500%
6119663 10.250% 09/01/1996 08/01/2026 $ 537.67 09/01/1996 $ 60,000.00 $ 59,974.83 02/01/1997 7.375%
6119671 9.500% 09/01/1996 08/01/2026 $ 594.49 09/01/1996 $ 70,700.00 $ 70,665.22 08/01/1998 6.000%
6119689 10.750% 09/01/1996 08/01/2026 $ 575.50 08/01/1996 $ 61,650.00 $ 61,650.00 02/01/1997 7.250%
6119713 10.750% 10/01/1996 09/01/2026 $ 448.08 09/01/1996 $ 48,000.00 $ 48,000.00 09/01/1998 6.750%
6119721 10.750% 09/01/1996 08/01/2026 $ 896.15 08/01/1996 $ 96,000.00 $ 96,000.00 08/01/1998 5.750%
6119739 10.500% 09/01/1996 08/01/2026 $ 463.09 09/01/1996 $ 50,625.00 $ 50,604.88 08/01/1998 7.250%
6119747 9.500% 10/01/1996 09/01/2026 $ 258.61 09/01/1996 $ 30,755.00 $ 30,755.00 03/01/1997 7.625%
6119754 9.250% 09/01/1996 08/01/2026 $ 411.34 09/01/1996 $ 50,000.00 $ 49,973.42 08/01/1998 5.750%
6119762 11.625% 09/01/1996 08/01/2026 $ 994.35 08/01/1996 $ 99,450.00 $ 99,450.00 08/01/1998 7.250%
6119770 10.750% 10/01/1996 09/01/2026 $ 872.81 09/01/1996 $ 93,500.00 $ 93,500.00 03/01/1997 6.750%
6119788 10.250% 10/01/1996 09/01/2026 $ 1,444.97 09/01/1996 $ 161,250.00 $ 161,250.00 09/01/1998 6.250%
6119796 9.990% 10/01/1996 09/01/2026 $ 955.75 09/01/1996 $ 109,000.00 $ 109,000.00 09/01/1998 6.000%
6119804 10.000% 10/01/1996 09/01/2026 $ 1,689.33 09/01/1996 $ 192,500.00 $ 192,500.00 09/01/1998 6.375%
6119812 10.250% 09/01/1996 08/01/2026 $ 1,072.64 09/01/1996 $ 119,700.00 $ 119,649.80 02/01/1997 7.000%
6119820 10.990% 10/01/1996 09/01/2026 $ 1,065.76 09/01/1996 $ 112,000.00 $ 112,000.00 09/01/1998 6.750%
6119838 10.750% 09/01/1996 08/01/2026 $ 686.11 09/01/1996 $ 73,500.00 $ 73,472.33 08/01/1998 6.500%
6119861 10.240% 10/01/1996 09/01/2026 $ 1,284.84 09/01/1996 $ 143,500.00 $ 143,500.00 09/01/1998 6.750%
6119879 8.990% 10/01/1996 09/01/2026 $ 771.75 09/01/1996 $ 96,000.00 $ 96,000.00 09/01/1998 5.500%
6119887 9.750% 09/01/1996 08/01/2026 $ 1,640.99 08/01/1996 $ 191,000.00 $ 191,000.00 08/01/1998 5.750%
6119895 10.990% 09/01/1996 08/01/2026 $ 903.99 08/01/1996 $ 95,000.00 $ 95,000.00 08/01/1998 7.125%
6119903 10.250% 09/01/1996 08/01/2026 $ 2,114.80 09/01/1996 $ 236,000.00 $ 235,901.03 08/01/1998 6.625%
6119911 9.750% 10/01/1996 09/01/2026 $ 2,728.68 09/01/1996 $ 317,600.00 $ 317,600.00 03/01/1997 7.875%
6119929 9.990% 10/01/1996 09/01/2026 $ 1,624.33 09/01/1996 $ 185,250.00 $ 185,250.00 09/01/1998 6.625%
6119937 9.500% 10/01/1996 09/01/2026 $ 571.79 09/01/1996 $ 68,000.00 $ 68,000.00 09/01/1998 6.000%
6119945 11.250% 09/01/1996 08/01/2026 $ 915.42 09/01/1996 $ 94,250.00 $ 94,018.17 08/01/1998 6.375%
6119952 8.990% 09/01/1996 08/01/2026 $ 778.83 09/01/1996 $ 96,880.00 $ 96,826.96 02/01/1997 7.125%
6119978 9.750% 09/01/1996 08/01/2026 $ 2,496.92 09/01/1996 $ 290,625.00 $ 290,489.41 02/01/1997 6.875%
6119986 8.000% 09/01/1996 08/01/2026 $ 579.68 10/01/1996 $ 79,000.00 $ 78,893.62 02/01/1997 5.750%
6119994 10.500% 09/01/1996 08/01/2026 $ 2,012.43 09/01/1996 $ 220,000.00 $ 219,912.57 08/01/1998 6.250%
6120034 12.375% 12/15/1995 11/15/2025 $ 592.01 08/15/1996 $ 56,000.00 $ 55,839.45 11/15/1996 6.850%
6120083 10.490% 12/15/1995 11/15/2025 $ 1,232.78 08/15/1996 $ 135,000.00 $ 134,376.95 11/15/1996 5.750%
6120208 12.250% 02/15/1996 01/15/2026 $ 306.48 07/15/1996 $ 29,250.00 $ 29,198.43 01/15/1997 6.450%
6127500 11.990% 08/01/1996 07/01/2026 $ 400.86 07/01/1996 $ 39,000.00 $ 39,000.00 07/01/1998 6.750%
6127526 9.990% 07/01/1996 06/01/2026 $ 438.42 09/01/1996 $ 50,000.00 $ 49,955.48 06/01/1998 5.750%
6127567 9.950% 09/01/1996 08/01/2026 $ 623.95 08/01/1996 $ 71,400.00 $ 71,400.00 08/01/1998 7.250%
6127641 9.250% 09/01/1996 08/01/2026 $ 617.01 08/01/1996 $ 75,000.00 $ 75,000.00 08/01/1998 5.750%
6127658 12.000% 10/01/1996 09/01/2026 $ 972.04 09/01/1996 $ 94,500.00 $ 94,500.00 09/01/1998 8.000%
6131056 10.625% 07/01/1996 06/01/2026 $ 606.21 09/01/1996 $ 65,600.00 $ 65,549.02 06/01/1999 5.250%
6131254 9.750% 07/01/1996 06/01/2026 $ 1,024.12 08/01/1996 $ 119,200.00 $ 119,088.31 12/01/1996 7.000%
6131262 10.375% 07/01/1996 06/01/2026 $ 699.09 09/01/1996 $ 77,212.00 $ 77,148.67 12/01/1996 7.125%
6132526 10.500% 09/01/1996 08/01/2026 $ 2,561.27 08/01/1996 $ 280,000.00 $ 280,000.00 02/01/1997 7.638%
6132534 9.750% 09/01/1996 08/01/2026 $ 695.92 09/01/1996 $ 81,000.00 $ 80,962.21 08/01/1998 6.125%
6132542 10.875% 10/01/1996 09/01/2026 $ 1,395.48 09/01/1996 $ 148,000.00 $ 148,000.00 09/01/1998 6.750%
6132559 8.990% 09/01/1996 08/01/2026 $ 696.99 09/01/1996 $ 86,700.00 $ 86,652.54 02/01/1997 6.750%
6132575 8.990% 10/01/1996 09/01/2026 $ 2,411.71 09/01/1996 $ 300,000.00 $ 300,000.00 03/01/1997 7.125%
6132583 9.250% 09/01/1996 08/01/2026 $ 1,118.84 09/01/1996 $ 136,000.00 $ 135,929.49 08/01/1998 5.250%
6132591 9.250% 10/01/1996 09/01/2026 $ 1,604.22 09/01/1996 $ 195,000.00 $ 195,000.00 09/01/1998 5.875%
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
Stated
Mortgagor's Property Original Remaining Loan-to-
Loan -------------------------- --------------------------------------- Owner Property Term to Term to Value
Number Last Name First Name Street Address State Zip Occupied Type Maturity Maturity Ratio
- ------ --------- ---------- -------------- ----- --- -------- ---- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6132609 Cerrone Stephen 5 Braemer Avenue NJ 08012 Yes Single Family 360 360 70.00%
6132617 Cooper Sr Arnold 7131 South Cornell IL 60649 Yes 4 Family Unit 360 359 75.00%
6132633 Easterling Raymond 3002 Poplar Court CA 94533 Yes Single Family 360 360 75.00%
6132641 Hurtado Sr Gustavo 1245 9Th St. 1 AZ 85607 Yes Single Family 360 360 75.00%
6132658 Lang Bruce 23870 Lakeview Drive CA 92325 Yes Single Family 360 360 69.23%
6132666 Melendrez Michael 9631 South Avenue L IL 60617 Yes Single Family 360 359 85.00%
6132674 Stankiewicz Michael 213 Walnut Street NY 11757 Yes 2 Family Unit 360 360 73.44%
6132682 Bretz Gregory 9936 Windjammer Trail 1 OH 44202 Yes Single Family 360 360 85.00%
6132690 Marlow Alan 256 Antelope Village NV 89012 Yes Single Family 360 360 75.00%
6132708 Underwood Scott 10042 Springstone Road IN 46055 Yes Single Family 360 359 79.23%
6132724 Rasmussen Gary 550 East 192 South ID 83318 Yes Single Family 360 360 28.57%
6132732 Crespo Anthony 3530 West Dickens IL 60647 No 3 Family Unit 360 360 45.00%
6132740 Kimmell Michael 2824 Baccurate Drive GA 30062 Yes Single Family 360 359 89.90%
6132757 Ray James 715 Cox Lane CA 95968 Yes Single Family 360 360 45.70%
6132765 Hibbard Thomas 1 Terrace Place MA 02120 Yes 2 Family Unit 360 359 75.00%
6132773 Matuszewski Leon 2942 North Monitor Avenue IL 60634 Yes Single Family 360 359 72.73%
6132781 Plett Reginald 1804 N. 1St St. 1 AZ 86004 No 2 Family Unit 360 360 73.65%
6132799 Grant Charles 4532 W. 4985 S. 1 UT 84118 Yes Single Family 360 360 75.00%
554
- -------
748
=======
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
Scheduled Scheduled
Mortgage First Stated Principal Original Scheduled Next Rate
Loan Interest Payment Maturity & Interest Paid to Principal Principal Adjustment Gross
Number Rate Due Date Date Payment Date Balance Balance Date Margin
- ------ ---- -------- ---- ------- ---- ------- ------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6132609 11.500% 10/01/1996 09/01/2026 $ 970.49 09/01/1996 $ 98,000.00 $ 98,000.00 09/01/1998 6.500%
6132617 8.750% 09/01/1996 08/01/2026 $ 649.03 08/01/1996 $ 82,500.00 $ 82,500.00 02/01/1997 6.750%
6132633 9.250% 10/01/1996 09/01/2026 $ 1,110.62 09/01/1996 $ 135,000.00 $ 135,000.00 09/01/1998 5.625%
6132641 12.750% 10/01/1996 09/01/2026 $ 815.02 09/01/1996 $ 75,000.00 $ 75,000.00 09/01/1998 7.500%
6132658 8.000% 10/01/1996 09/01/2026 $ 660.39 09/01/1996 $ 90,000.00 $ 90,000.00 03/01/1997 6.625%
6132666 10.625% 09/01/1996 08/01/2026 $ 463.44 09/01/1996 $ 50,150.00 $ 50,094.04 08/01/1998 6.500%
6132674 8.990% 10/01/1996 09/01/2026 $ 944.59 09/01/1996 $ 117,500.00 $ 117,500.00 09/01/1998 5.375%
6132682 9.750% 10/01/1996 09/01/2026 $ 1,665.05 09/01/1996 $ 193,800.00 $ 193,800.00 03/01/1997 6.000%
6132690 7.750% 10/01/1996 09/01/2026 $ 1,398.20 09/01/1996 $ 195,166.00 $ 195,166.00 03/01/1997 6.000%
6132708 9.750% 09/01/1996 08/01/2026 $ 3,866.20 09/01/1996 $ 450,000.00 $ 449,790.05 08/01/1998 5.500%
6132724 8.000% 10/01/1996 09/01/2026 $ 146.76 09/01/1996 $ 20,000.00 $ 20,000.00 03/01/1997 6.750%
6132732 14.500% 10/01/1996 09/01/2026 $ 771.48 09/01/1996 $ 63,000.00 $ 63,000.00 09/01/1998 8.500%
6132740 9.750% 09/01/1996 08/01/2026 $ 3,161.69 09/01/1996 $ 368,000.00 $ 367,828.31 02/01/1997 6.500%
6132757 9.250% 10/01/1996 09/01/2026 $ 481.27 09/01/1996 $ 58,500.00 $ 58,500.00 09/01/1998 5.875%
6132765 10.250% 09/01/1996 08/01/2026 $ 719.13 09/01/1996 $ 80,250.00 $ 80,216.34 08/01/1998 6.625%
6132773 9.990% 09/01/1996 08/01/2026 $ 1,052.20 09/01/1996 $ 120,000.00 $ 119,946.80 08/01/1998 6.000%
6132781 11.000% 10/01/1996 09/01/2026 $ 1,332.00 09/01/1996 $ 139,868.00 $ 139,868.00 09/01/1998 7.125%
6132799 11.000% 10/01/1996 09/01/2026 $ 778.53 09/01/1996 $ 81,750.00 $ 81,750.00 09/01/1998 6.750%
554 $64,252,869.00 $64,226,652.66
- ------- --------------------------------
748 $81,191,672.00 $81,142,201.73
======= ================================
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) (xxiv) (xxv) (xxvi)
Maximum Minimum Original
Mortgage Mortgage Mortgage Maximum First Rate Credit
Loan Loan Interest Interest Interest Periodic First Rate Documentation Adjustment Risk
Number Purpose Rate Rate Rate Rate Cap Adjustment Level Index Date Grade
- ------ ------- ---- ---- ---- -------- ---------- ----- ----- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2291532 Refinance 18.990% 12.990% 12.990% 1.000% 1.150% FULL 6 Month Libor 01/01/1996 D
2291649 Cash-out 18.250% 13.250% 13.250% 1.000% 1.000% 1003 6 Month Libor 02/01/1996 D
2297141 Cash-out 18.750% 12.750% 12.750% 1.000% 1.000% FULL 6 Month Libor 03/15/1996 D
6006159 Cash-out 17.250% 10.750% 10.750% 1.000% 1.000% 1003 6 Month Libor 12/01/1995 B
6006340 Refinance 15.000% 8.500% 8.500% 1.000% 1.000% FULL 6 Month Libor 12/01/1995 A-
6007140 Cash-out 19.500% 13.000% 13.000% 1.000% 3.000% FULL 6 Month Libor 07/01/1997 D
6007173 Cash-out 17.900% 11.400% 11.400% 1.000% 3.000% 1003 6 Month Libor 07/01/1997 A-
6016398 Cash-out 14.650% 8.150% 8.150% 1.000% 3.000% 1003 6 Month Libor 12/01/1997 B
6017198 Cash-out 16.990% 10.490% 10.490% 1.000% 3.000% 1003 6 Month Libor 11/01/1997 A-
6020796 Cash-out 18.750% 12.250% 12.250% 1.000% 3.000% FULL 6 Month Libor 01/01/1998 D
6022388 Cash-out 16.000% 9.500% 9.500% 1.000% 3.000% FULL 6 Month Libor 02/01/1998 B
6022834 Cash-out 16.000% 9.500% 8.500% 1.000% 2.000% 1003 6 Month Libor 08/01/1996 A-
6023725 Purchase 16.250% 9.750% 9.750% 1.000% 3.000% 1003 6 Month Libor 02/01/1998 B
6024467 Cash-out 17.500% 11.000% 11.000% 1.000% 3.000% 1003 6 Month Libor 03/01/1998 B
6027395 Purchase 17.125% 10.625% 10.625% 1.000% 3.000% 1003 6 Month Libor 04/01/1998 A-
6028286 Cash-out 18.490% 11.990% 11.990% 1.000% 3.000% 1003 6 Month Libor 05/01/1998 D
6031272 Cash-out 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6031371 Purchase 16.240% 9.740% 8.740% 1.000% 2.000% FULL 6 Month Libor 01/01/1997 A-
6031777 Purchase 15.750% 9.250% 9.250% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A
6031892 Cash-out 15.490% 8.990% 8.990% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6031959 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 07/01/1999 A-
6031967 Refinance 15.500% 9.000% 9.000% 1.000% 1.000% 1003 6 Month Libor 01/01/1997 A
6031983 Cash-out 16.490% 9.990% 9.990% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 B
6032007 Cash-out 17.000% 10.500% 10.500% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6032098 Purchase 15.250% 8.750% 8.750% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 B
6032106 Cash-out 15.000% 8.500% 7.500% 1.000% 2.000% FULL 6 Month Libor 01/01/1997 B
6032114 Cash-out 14.490% 7.990% 7.990% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 A-
6032130 Refinance 21.490% 14.990% 14.990% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 D
6032148 Refinance 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6032205 Refinance 16.450% 9.950% 9.950% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6032213 Refinance 17.490% 10.990% 10.990% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6032262 Purchase 15.750% 9.250% 9.250% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6032288 Cash-out 15.490% 8.990% 7.990% 1.000% 2.000% FULL 6 Month Libor 01/01/1997 B
6032296 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6032304 Cash-out 16.250% 9.750% 9.750% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 B
6032320 Purchase 17.000% 10.500% 10.500% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6032338 Refinance 16.750% 10.250% 10.250% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6032353 Cash-out 16.000% 9.500% 9.500% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6032379 Purchase 16.625% 10.125% 9.125% 1.000% 2.000% 1003 6 Month Libor 01/01/1997 A-
6032395 Cash-out 18.000% 11.500% 11.500% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 D
6032429 Refinance 16.125% 9.625% 9.625% 1.000% 3.000% LITE 6 Month Libor 07/01/1998 A
6032452 Cash-out 17.000% 10.500% 10.500% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6032460 Cash-out 15.490% 8.990% 8.990% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6032478 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6032494 Cash-out 17.240% 10.740% 10.740% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6032544 Refinance 19.750% 13.250% 13.250% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 D
6032551 Cash-out 15.000% 8.500% 8.500% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A
6032585 Cash-out 16.125% 9.625% 9.625% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6032619 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6032627 Cash-out 15.250% 8.750% 8.750% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6032650 Refinance 16.750% 10.250% 10.250% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 C
6032700 Cash-out 19.000% 12.500% 12.500% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 D
6032726 Purchase 15.625% 9.125% 9.125% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6032734 Purchase 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6032742 Cash-out 15.000% 8.500% 8.500% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6032759 Refinance 19.000% 12.500% 12.500% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 D
6032767 Purchase 16.750% 10.250% 10.250% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6032817 Cash-out 18.250% 11.750% 11.750% 1.000% 3.000% 1003 6 Month Libor 07/01/1999 B
6032833 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A
6032841 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6032874 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6032924 Cash-out 17.000% 10.500% 10.500% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6032932 Cash-out 19.000% 12.500% 11.500% 1.000% 2.000% FULL 6 Month Libor 01/01/1997 C
6032957 Refinance 14.750% 8.250% 7.250% 1.000% 2.000% FULL 6 Month Libor 01/01/1997 A-
6032965 Cash-out 16.490% 9.990% 8.990% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 D
6032973 Cash-out 13.875% 7.375% 7.375% 1.000% 1.000% 1003 6 Month Libor 01/01/1997 A-
6032999 Refinance 18.000% 11.500% 11.500% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 C
<CAPTION>
(i) (xxvii) (xxxi) (xxxii) (xxxiv) (xxxvii) (xxxviii) (xxxix)
Original Rounding Due-on-
Loan Appraisal Sale Prepayment Code Sale Program
Number Value Price Penalty (nearest) Assumable Clause Code
- ------ ----- ----- ------- --------- --------- ------ ----
<S> <C> <C> <C> <C> <C> <C> <C>
2291532 $ 85,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
2291649 $ 45,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
2297141 $ 180,000.00 N/A 1 YR 0.125% No Yes 6 Month Libor
6006159 $ 87,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
6006340 $ 70,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
6007140 $ 77,200.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6007173 $ 83,500.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6016398 $ 133,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6017198 $ 165,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6020796 $ 112,200.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6022388 $ 155,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6022834 $ 309,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6023725 $ 62,000.00 $ 62,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6024467 $ 96,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6027395 $ 97,000.00 $ 97,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6028286 $ 102,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6031272 $ 68,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6031371 $ 87,000.00 $ 87,000.00 5 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6031777 $ 340,470.00 $ 340,470.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6031892 $ 352,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6031959 $ 151,000.00 N/A 3 YR 0.125% No Yes 3 yr Fixed 6 Month Libor
6031967 $ 136,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
6031983 $ 140,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
6032007 $ 135,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032098 $ 146,900.00 $ 146,900.00 1 YR 0.125% No Yes 6 Month Libor
6032106 $ 160,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6032114 $ 180,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
6032130 $ 89,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032148 $ 62,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032205 $ 125,000.00 N/A 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032213 $ 75,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032262 $ 120,000.00 $ 120,000.00 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032288 $ 300,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6032296 $ 375,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032304 $ 108,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
6032320 $ 120,000.00 $ 120,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032338 $ 172,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032353 $ 125,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032379 $ 115,000.00 $ 115,000.00 3 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6032395 $ 75,000.00 N/A 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032429 $ 168,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032452 $ 131,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032460 $ 390,000.00 N/A 4 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032478 $ 115,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032494 $ 85,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032544 $ 47,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032551 $ 135,000.00 N/A 5 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032585 $ 125,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032619 $ 97,500.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032627 $ 170,000.00 N/A 5 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032650 $ 75,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032700 $ 137,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032726 $ 325,000.00 $ 325,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032734 $ 130,000.00 $ 130,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032742 $ 170,000.00 N/A 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032759 $ 108,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032767 $ 104,000.00 $ 104,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032817 $ 120,000.00 N/A 5 YR 0.125% No Yes 3 yr Fixed 6 Month Libor
6032833 $ 62,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032841 $ 90,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032874 $ 135,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032924 $ 158,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6032932 $ 41,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6032957 $ 132,000.00 N/A 1 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6032965 $ 100,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6032973 $ 360,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
6032999 $ 75,000.00 N/A 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) (xxiv) (xxv) (xxvi)
Maximum Minimum Original
Mortgage Mortgage Mortgage Maximum First Rate Credit
Loan Loan Interest Interest Interest Periodic First Rate Documentation Adjustment Risk
Number Purpose Rate Rate Rate Rate Cap Adjustment Level Index Date Grade
- ------ ------- ---- ---- ---- -------- ---------- ----- ----- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6033005 Cash-out 16.750% 10.250% 10.250% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6033013 Refinance 17.750% 11.250% 10.250% 1.000% 2.000% 1003 6 Month Libor 02/01/1997 B
6033021 Purchase 18.375% 11.875% 10.875% 1.000% 2.000% 1003 6 Month Libor 02/01/1997 B
6033039 Refinance 14.875% 8.375% 8.375% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A
6033054 Cash-out 19.490% 12.990% 11.990% 1.000% 2.000% FULL 6 Month Libor 01/01/1997 D
6033062 Refinance 17.250% 10.750% 10.750% 1.000% 3.000% 1003 6 Month Libor 07/01/1999 B
6033070 Cash-out 18.000% 11.500% 11.500% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6033088 Cash-out 18.250% 11.750% 11.750% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6033138 Cash-out 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 C
6033161 Cash-out 19.250% 12.750% 12.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 D
6033187 Purchase 17.490% 10.990% 10.990% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6033195 Purchase 15.750% 9.250% 8.250% 1.000% 2.000% FULL 6 Month Libor 02/01/1997 A-
6033211 Cash-out 15.250% 8.750% 8.750% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6033229 Cash-out 16.000% 9.500% 9.500% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6033252 Cash-out 18.000% 11.500% 11.500% 1.000% 3.000% FULL 6 Month Libor 08/01/1999 B
6033260 Cash-out 17.750% 11.250% 11.250% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6033286 Cash-out 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 C
6033310 Purchase 17.750% 11.250% 11.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 C
6033336 Purchase 17.490% 10.990% 10.990% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 C
6033385 Cash-out 17.750% 11.250% 11.250% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 D
6033419 Cash-out 14.240% 7.740% 7.740% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 A-
6033435 Cash-out 17.750% 11.250% 11.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6033484 Refinance 17.000% 10.500% 10.500% 1.000% 3.000% LITE 6 Month Libor 08/01/1998 C
6033526 Cash-out 16.240% 9.740% 9.740% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6033567 Cash-out 17.750% 11.250% 11.250% 1.000% 3.000% LITE 6 Month Libor 08/01/1998 D
6033575 Cash-out 16.000% 9.500% 9.500% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6033583 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6033609 Refinance 19.375% 12.875% 12.875% 1.000% 3.000% LITE 6 Month Libor 08/01/1998 C
6033633 Purchase 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6033641 Cash-out 18.125% 11.625% 11.625% 1.000% 3.000% LITE 6 Month Libor 08/01/1998 C
6033682 Cash-out 17.750% 11.250% 11.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6033708 Cash-out 17.375% 10.875% 9.875% 1.000% 2.000% 1003 6 Month Libor 02/01/1997 C
6033716 Purchase 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6033732 Refinance 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6033740 Cash-out 17.490% 10.990% 10.990% 1.000% 3.000% LITE 6 Month Libor 08/01/1998 B
6033773 Refinance 17.250% 10.750% 10.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 D
6033781 Purchase 19.490% 12.990% 12.990% 1.000% 3.000% LITE 6 Month Libor 08/01/1998 D
6033807 Purchase 14.490% 7.990% 7.990% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 A-
6033815 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6033872 Cash-out 17.490% 10.990% 10.990% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 B
6033880 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6033898 Refinance 18.490% 10.990% 10.990% 1.000% 1.000% LITE 6 Month Libor 02/01/1997 D
6033906 Cash-out 19.000% 12.500% 12.500% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 C
6033922 Cash-out 15.250% 8.750% 8.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6033948 Cash-out 17.000% 10.500% 10.500% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 B
6033955 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6033963 Cash-out 17.000% 10.500% 10.500% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A
6033971 Refinance 15.490% 8.990% 8.990% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 A-
6033989 Purchase 16.250% 9.750% 9.750% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6034003 Cash-out 16.000% 9.500% 9.500% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6034011 Purchase 15.125% 8.625% 7.625% 1.000% 2.000% LITE 6 Month Libor 02/01/1997 A-
6034029 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6034037 Cash-out 16.750% 10.250% 10.250% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6034060 Purchase 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6034078 Cash-out 17.250% 10.750% 10.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1999 A-
6034102 Purchase 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6034136 Refinance 18.000% 11.500% 11.500% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6034151 Cash-out 17.250% 10.750% 10.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6034177 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6034185 Cash-out 15.250% 8.750% 8.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6034193 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% 1003 6 Month Libor 08/01/1999 B
6034201 Cash-out 15.250% 8.750% 8.750% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6034219 Cash-out 15.750% 9.250% 9.250% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6034227 Cash-out 17.250% 10.750% 10.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6034235 Refinance 18.000% 11.500% 11.500% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 B
6034276 Cash-out 18.750% 12.250% 12.250% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 C
6034284 Cash-out 17.000% 10.500% 10.500% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
<CAPTION>
(i) (xxvii) (xxxi) (xxxii) (xxxiv) (xxxvii) (xxxviii) (xxxix)
Original Rounding Due-on-
Loan Appraisal Sale Prepayment Code Sale Program
Number Value Price Penalty (nearest) Assumable Clause Code
- ------ ----- ----- ------- --------- --------- ------ ----
<S> <C> <C> <C> <C> <C> <C> <C>
6033005 $ 182,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033013 $ 97,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6033021 $ 82,000.00 $ 82,000.00 3 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6033039 $ 170,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033054 $ 78,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6033062 $ 155,000.00 N/A 3 YR 0.125% No Yes 3 yr Fixed 6 Month Libor
6033070 $ 174,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033088 $ 190,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033138 $ 140,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033161 $ 75,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033187 $ 88,900.00 $ 88,900.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033195 $ 107,000.00 $ 107,000.00 1 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6033211 $ 220,000.00 N/A 5 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033229 $ 145,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033252 $ 67,000.00 N/A 3 YR 0.125% No Yes 3 yr Fixed 6 Month Libor
6033260 $ 117,500.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033286 $ 140,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033310 $ 120,000.00 $ 120,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033336 $ 173,000.00 $ 173,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033385 $ 84,500.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033419 $ 135,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
6033435 $ 83,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033484 $ 180,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033526 $ 115,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033567 $ 144,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033575 $ 165,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033583 $ 154,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033609 $ 84,000.00 N/A 5 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033633 $ 99,500.00 $ 99,500.00 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033641 $ 86,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033682 $ 79,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033708 $ 135,000.00 N/A 1 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6033716 $ 162,800.00 $ 162,800.00 5 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033732 $ 170,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033740 $ 159,384.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033773 $ 125,000.00 N/A 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033781 $ 168,900.00 $ 168,900.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033807 $ 115,000.00 $ 115,000.00 3 YR 0.125% No Yes 6 Month Libor
6033815 $ 85,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033872 $ 161,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
6033880 $ 106,000.00 N/A 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033898 $ 79,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
6033906 $ 125,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033922 $ 170,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033948 $ 92,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033955 $ 120,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033963 $ 165,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6033971 $ 130,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
6033989 $ 165,000.00 $ 180,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034003 $ 138,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034011 $ 52,000.00 $ 52,000.00 3 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6034029 $ 162,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034037 $ 170,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034060 $ 130,000.00 $ 130,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034078 $ 110,000.00 N/A 3 YR 0.125% No Yes 3 yr Fixed 6 Month Libor
6034102 $ 127,433.00 $ 127,433.00 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034136 $ 119,500.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034151 $ 90,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034177 $ 74,200.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034185 $ 89,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034193 $ 125,000.00 N/A 3 YR 0.125% No Yes 3 yr Fixed 6 Month Libor
6034201 $ 148,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034219 $ 70,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034227 $ 117,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034235 $ 86,000.00 N/A 5 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034276 $ 132,000.00 N/A 5 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034284 $ 119,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) (xxiv) (xxv) (xxvi)
Maximum Minimum Original
Mortgage Mortgage Mortgage Maximum First Rate Credit
Loan Loan Interest Interest Interest Periodic First Rate Documentation Adjustment Risk
Number Purpose Rate Rate Rate Rate Cap Adjustment Level Index Date Grade
- ------ ------- ---- ---- ---- -------- ---------- ----- ----- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6034326 Cash-out 15.490% 8.990% 8.990% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6034334 Cash-out 16.625% 10.125% 10.125% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 C
6034342 Purchase 17.250% 10.750% 10.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6034383 Purchase 18.500% 12.000% 11.000% 1.000% 2.000% 1003 6 Month Libor 02/01/1997 C
6034391 Purchase 17.250% 10.750% 10.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 C
6034417 Refinance 17.750% 11.250% 11.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 C
6034482 Refinance 18.000% 11.500% 10.500% 1.000% 2.000% FULL 6 Month Libor 02/01/1997 D
6034490 Cash-out 16.750% 10.250% 10.250% 1.000% 3.000% LITE 6 Month Libor 09/01/1998 A-
6034508 Cash-out 16.375% 9.875% 9.875% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 A-
6034516 Refinance 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6034524 Cash-out 15.750% 9.250% 9.250% 1.000% 3.000% LITE 6 Month Libor 08/01/1998 A
6034532 Refinance 18.625% 12.125% 12.125% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 C
6034573 Purchase 16.000% 9.500% 9.500% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6034607 Refinance 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6034623 Cash-out 17.500% 11.000% 11.000% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6034649 Cash-out 17.000% 10.500% 10.500% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 B
6034664 Purchase 16.750% 10.250% 10.250% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A
6034672 Refinance 18.250% 11.750% 10.750% 1.000% 1.000% LITE 6 Month Libor 03/01/1997 D
6034680 Cash-out 17.500% 11.000% 11.000% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 B
6034714 Cash-out 17.000% 10.500% 10.500% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6034748 Purchase 14.490% 7.990% 7.990% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 A-
6034755 Purchase 18.750% 12.250% 12.250% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6034771 Cash-out 15.490% 8.990% 8.990% 1.000% 3.000% LITE 6 Month Libor 09/01/1998 A-
6034789 Refinance 17.000% 10.500% 10.500% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 C
6034797 Cash-out 18.875% 12.375% 12.375% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 C
6034821 Cash-out 16.375% 9.875% 9.875% 1.000% 3.000% LITE 6 Month Libor 09/01/1998 A-
6034862 Cash-out 16.490% 9.990% 8.990% 1.000% 2.000% 1003 6 Month Libor 03/01/1997 C
6034888 Refinance 16.500% 10.000% 10.000% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6034896 Cash-out 17.500% 11.000% 11.000% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6034920 Purchase 18.750% 12.250% 12.250% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 D
6034938 Cash-out 18.000% 11.500% 11.500% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6034979 Cash-out 15.625% 9.125% 9.125% 1.000% 3.000% LITE 6 Month Libor 09/01/1998 A-
6035000 Cash-out 17.125% 10.625% 10.625% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A-
6035034 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6035067 Purchase 17.240% 10.740% 10.740% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6035083 Refinance 19.250% 12.750% 12.750% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 D
6035091 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A-
6035158 Cash-out 14.500% 8.000% 8.000% 1.000% 1.000% 1003 6 Month Libor 03/01/1997 A-
6035174 Cash-out 16.500% 10.000% 10.000% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6035182 Refinance 16.125% 9.625% 9.625% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A
6035224 Refinance 14.200% 7.700% 7.700% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6035232 Cash-out 16.000% 9.500% 9.500% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6035240 Cash-out 14.750% 8.250% 8.250% 1.000% 2.000% 1003 6 Month Libor 03/01/1997 B
6035265 Cash-out 17.000% 10.500% 10.500% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6035281 Cash-out 17.250% 10.750% 10.750% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 C
6035299 Purchase 18.250% 11.750% 11.750% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 C
6035323 Cash-out 17.000% 10.500% 10.500% 1.000% 1.000% 1003 6 Month Libor 03/01/1997 C
6035331 Cash-out 15.000% 8.500% 8.500% 1.000% 1.000% FULL 6 Month Libor 03/01/1997 A
6035356 Refinance 18.750% 12.250% 12.250% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 D
6035372 Cash-out 15.750% 9.250% 9.250% 1.000% 1.000% 1003 6 Month Libor 03/01/1997 D
6035406 Refinance 17.250% 10.750% 10.750% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6035422 Refinance 17.375% 10.875% 10.875% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 D
6035430 Refinance 19.000% 12.500% 12.500% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 C
6035448 Cash-out 19.000% 12.500% 12.500% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 C
6035455 Refinance 15.490% 8.990% 8.990% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6035463 Refinance 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 D
6035471 Purchase 17.250% 10.750% 10.750% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 C
6035489 Refinance 15.490% 8.990% 8.990% 1.000% 1.000% FULL 6 Month Libor 03/01/1997 B
6035497 Purchase 15.000% 8.500% 8.500% 1.000% 1.000% FULL 6 Month Libor 03/01/1997 A-
6035505 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6035539 Cash-out 14.750% 8.250% 7.250% 1.000% 2.000% FULL 6 Month Libor 03/01/1997 B
6035554 Purchase 16.000% 9.500% 9.500% 1.000% 1.000% 1003 6 Month Libor 03/01/1997 A-
6035562 Cash-out 17.875% 11.375% 11.375% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6035570 Cash-out 17.375% 10.875% 10.875% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 B
6035588 Refinance 18.000% 11.500% 11.500% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6035596 Purchase 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 B
6035604 Refinance 19.250% 12.750% 12.750% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 D
<CAPTION>
(i) (xxvii) (xxxi) (xxxii) (xxxiv) (xxxvii) (xxxviii) (xxxix)
Original Rounding Due-on-
Loan Appraisal Sale Prepayment Code Sale Program
Number Value Price Penalty (nearest) Assumable Clause Code
- ------ ----- ----- ------- --------- --------- ------ ----
<S> <C> <C> <C> <C> <C> <C> <C>
6034326 $ 210,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034334 $ 180,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034342 $ 167,000.00 $ 167,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034383 $ 140,000.00 $ 140,000.00 5 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6034391 $ 56,000.00 $ 56,000.00 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034417 $ 75,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034482 $ 165,000.00 N/A 1 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6034490 $ 139,000.00 N/A 5 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034508 $ 113,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
6034516 $ 165,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034524 $ 165,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034532 $ 142,500.00 N/A 5 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034573 $ 280,000.00 $ 280,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034607 $ 575,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034623 $ 206,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034649 $ 160,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034664 $ 230,000.00 $ 230,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034672 $ 220,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6034680 $ 165,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034714 $ 120,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034748 $ 128,500.00 $ 128,500.00 2 YR 0.125% No Yes 6 Month Libor
6034755 $ 129,500.00 $ 129,500.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034771 $ 120,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034789 $ 230,000.00 N/A 5 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034797 $ 175,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034821 $ 90,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034862 $ 132,000.00 N/A 1 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6034888 $ 252,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034896 $ 395,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034920 $ 109,900.00 $ 109,900.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034938 $ 76,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6034979 $ 120,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035000 $ 235,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035034 $ 160,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035067 $ 129,000.00 $ 129,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035083 $ 115,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035091 $ 200,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035158 $ 220,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
6035174 $ 165,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035182 $ 356,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035224 $ 135,000.00 N/A 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035232 $ 89,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035240 $ 155,000.00 N/A 1 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6035265 $ 105,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035281 $ 39,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035299 $ 114,000.00 $ 114,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035323 $ 215,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6035331 $ 135,000.00 N/A 2 YR 0.125% No Yes 6 Month Libor
6035356 $ 120,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035372 $ 115,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
6035406 $ 75,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035422 $ 130,000.00 N/A 5 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035430 $ 207,000.00 N/A 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035448 $ 42,500.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035455 $ 200,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035463 $ 168,000.00 N/A 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035471 $ 70,000.00 $ 70,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035489 $ 170,000.00 N/A 1 YR 0.125% No Yes 6 Month Libor
6035497 $ 138,683.00 $ 138,683.00 3 YR 0.125% No Yes 6 Month Libor
6035505 $ 315,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035539 $ 210,000.00 N/A 1 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6035554 $ 450,000.00 $ 450,000.00 5 YR 0.125% No Yes 6 Month Libor
6035562 $ 195,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035570 $ 67,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6035588 $ 300,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035596 $ 225,000.00 $ 225,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035604 $ 210,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) (xxiv) (xxv) (xxvi)
Maximum Minimum Original
Mortgage Mortgage Mortgage Maximum First Rate Credit
Loan Loan Interest Interest Interest Periodic First Rate Documentation Adjustment Risk
Number Purpose Rate Rate Rate Rate Cap Adjustment Level Index Date Grade
- ------ ------- ---- ---- ---- -------- ---------- ----- ----- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6035612 Refinance 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6035653 Refinance 17.750% 11.250% 11.250% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6035661 Purchase 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 B
6035679 Cash-out 17.750% 11.250% 11.250% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6035695 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A
6035703 Cash-out 17.750% 11.250% 11.250% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 B
6035729 Refinance 15.750% 9.250% 9.250% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 B
6035737 Cash-out 16.000% 9.500% 9.500% 1.000% 3.000% LITE 6 Month Libor 09/01/1998 A-
6035778 Cash-out 18.990% 12.490% 12.490% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6035786 Cash-out 17.250% 10.750% 10.750% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 B
6035836 Cash-out 15.500% 9.000% 9.000% 1.000% 1.000% 1003 6 Month Libor 03/01/1997 B
6035844 Cash-out 16.250% 9.750% 8.750% 1.000% 1.000% 1003 6 Month Libor 03/01/1997 A-
6035851 Cash-out 15.250% 8.750% 8.750% 1.000% 3.000% LITE 6 Month Libor 09/01/1998 B
6035877 Cash-out 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6035935 Refinance 16.490% 9.990% 9.990% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A-
6035950 Purchase 17.000% 10.500% 10.500% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A
6035968 Cash-out 17.750% 11.250% 11.250% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 C
6036040 Refinance 19.250% 12.750% 12.750% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 D
6036057 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 B
6036099 Purchase 15.490% 8.990% 8.990% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A-
6036123 Cash-out 15.000% 8.500% 8.500% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A-
6036149 Refinance 14.500% 8.000% 8.000% 1.000% 1.000% FULL 6 Month Libor 03/01/1997 A
6036248 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 B
6036289 Cash-out 15.000% 8.500% 7.500% 1.000% 1.000% 1003 6 Month Libor 03/01/1997 A
6036297 Cash-out 14.875% 8.375% 8.375% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6036487 Purchase 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 B
6116479 Cash-out 17.250% 10.750% 10.750% 1.000% 3.000% 1003 6 Month Libor 03/01/1998 B
6116552 Purchase 16.125% 9.625% 9.625% 1.000% 3.000% LITE 6 Month Libor 06/01/1998 A-
6116560 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 05/01/1998 B
6116578 Purchase 16.865% 10.365% 10.365% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6116586 Cash-out 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 06/01/1998 A-
6116602 Refinance 16.000% 9.500% 9.500% 1.000% 3.000% FULL 6 Month Libor 06/01/1998 A-
6116610 Cash-out 14.750% 8.250% 8.250% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 A-
6116628 Cash-out 16.000% 9.500% 9.500% 1.000% 3.000% FULL 6 Month Libor 06/01/1998 B
6116636 Cash-out 16.400% 9.900% 9.900% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6116644 Cash-out 17.375% 10.875% 10.875% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 C
6116651 Cash-out 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6116669 Cash-out 17.615% 11.115% 11.115% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6116677 Refinance 15.375% 8.875% 8.875% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6116685 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6116693 Refinance 14.990% 8.490% 8.490% 1.000% 1.000% LITE 6 Month Libor 06/01/1998 A-
6116701 Refinance 16.750% 10.250% 10.250% 1.000% 1.000% FULL 6 Month Libor 12/01/1996 D
6116719 Cash-out 17.490% 10.990% 10.990% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6116727 Cash-out 17.875% 11.375% 11.375% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6116735 Cash-out 16.365% 9.865% 9.865% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A
6116743 Refinance 14.750% 8.250% 8.250% 1.000% 1.000% 1003 6 Month Libor 12/01/1996 B
6116768 Cash-out 15.500% 9.000% 9.000% 1.000% 1.000% FULL 6 Month Libor 12/01/1996 A-
6116776 Purchase 16.375% 9.875% 9.875% 1.000% 3.000% 1003 6 Month Libor 05/01/1998 A-
6116784 Cash-out 14.650% 8.650% 8.650% 1.500% 1.500% 1003 6 Month Libor 12/01/1996 A-
6116792 Cash-out 17.740% 11.240% 11.240% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6116800 Purchase 17.875% 11.375% 11.375% 1.000% 3.000% LITE 6 Month Libor 07/01/1998 B
6116859 Purchase 17.375% 10.875% 10.875% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6116875 Refinance 17.615% 11.115% 11.115% 1.000% 3.000% 1003 6 Month Libor 06/01/1998 A-
6116883 Refinance 17.615% 11.115% 11.115% 1.000% 3.000% 1003 6 Month Libor 06/01/1998 A-
6116891 Refinance 17.615% 11.115% 11.115% 1.000% 3.000% 1003 6 Month Libor 06/01/1998 A-
6116909 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6116917 Purchase 17.625% 10.625% 10.625% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6116925 Purchase 17.125% 10.625% 10.625% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6116933 Purchase 18.125% 11.625% 11.625% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 C
6116958 Refinance 16.000% 9.500% 9.500% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6116966 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6116974 Purchase 14.490% 7.990% 7.990% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 A-
6116982 Cash-out 17.750% 11.250% 11.250% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117006 Purchase 16.625% 10.125% 10.125% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6117022 Purchase 17.375% 10.875% 10.875% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117030 Cash-out 17.375% 10.875% 10.875% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6117048 Refinance 16.375% 9.875% 9.875% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
<CAPTION>
(i) (xxvii) (xxxi) (xxxii) (xxxiv) (xxxvii) (xxxviii) (xxxix)
Original Rounding Due-on-
Loan Appraisal Sale Prepayment Code Sale Program
Number Value Price Penalty (nearest) Assumable Clause Code
- ------ ----- ----- ------- --------- --------- ------ ----
<S> <C> <C> <C> <C> <C> <C> <C>
6035612 $ 96,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035653 $ 237,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035661 $ 221,000.00 $ 232,500.00 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035679 $ 136,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035695 $ 95,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035703 $ 86,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035729 $ 84,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035737 $ 148,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035778 $ 58,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035786 $ 85,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035836 $ 80,000.00 N/A 1 YR 0.125% No Yes 6 Month Libor
6035844 $ 205,000.00 N/A 1 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6035851 $ 142,000.00 N/A 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035877 $ 95,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035935 $ 135,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035950 $ 305,000.00 $ 305,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6035968 $ 74,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6036040 $ 147,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6036057 $ 80,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6036099 $ 490,000.00 $ 490,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6036123 $ 115,000.00 N/A 5 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6036149 $ 163,000.00 N/A 1 YR 0.125% No Yes 6 Month Libor
6036248 $ 102,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6036289 $ 121,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor Low Orig. Rate
6036297 $ 176,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6036487 $ 149,000.00 $ 149,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116479 $ 67,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116552 $ 125,000.00 $ 125,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116560 $ 295,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116578 $ 131,000.00 $ 130,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116586 $ 140,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116602 $ 385,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116610 $ 149,000.00 N/A 1 YR 0.125% No Yes 6 Month Libor
6116628 $ 160,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116636 $ 85,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116644 $ 127,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116651 $ 243,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116669 $ 47,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116677 $ 276,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116685 $ 265,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116693 $ 540,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116701 $ 153,000.00 N/A 2 YR 0.125% No Yes 6 Month Libor
6116719 $ 165,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116727 $ 75,200.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116735 $ 43,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116743 $ 145,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6116768 $ 41,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6116776 $ 345,000.00 $ 334,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116784 $ 129,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6116792 $ 300,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116800 $ 75,000.00 $ 72,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116859 $ 194,000.00 $ 194,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116875 $ 250,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116883 $ 225,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116891 $ 300,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116909 $ 147,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116917 $ 116,000.00 $ 114,400.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116925 $ 112,000.00 $ 111,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116933 $ 175,000.00 $ 175,000.00 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116958 $ 117,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116966 $ 185,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6116974 $ 149,500.00 $ 169,323.00 3 YR 0.125% No Yes 6 Month Libor
6116982 $ 65,500.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117006 $ 130,000.00 $ 129,980.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117022 $ 46,000.00 $ 45,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117030 $ 60,000.00 N/A 5 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117048 $ 139,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) (xxiv) (xxv) (xxvi)
Maximum Minimum Original
Mortgage Mortgage Mortgage Maximum First Rate Credit
Loan Loan Interest Interest Interest Periodic First Rate Documentation Adjustment Risk
Number Purpose Rate Rate Rate Rate Cap Adjustment Level Index Date Grade
- ------ ------- ---- ---- ---- -------- ---------- ----- ----- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6117055 Cash-out 15.990% 9.490% 9.490% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117063 Cash-out 17.500% 11.000% 11.000% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117071 Cash-out 16.000% 9.500% 9.500% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117089 Refinance 16.875% 10.375% 10.375% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117097 Cash-out 16.000% 9.500% 9.500% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117105 Purchase 15.250% 8.750% 8.750% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 A-
6117113 Cash-out 15.365% 9.615% 9.615% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117121 Cash-out 16.865% 10.365% 10.365% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117139 Refinance 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117147 Purchase 16.250% 9.750% 9.750% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 B
6117154 Purchase 17.000% 10.500% 10.500% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117162 Cash-out 17.875% 11.375% 11.375% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6117196 Purchase 17.490% 10.990% 10.990% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6117204 Cash-out 15.750% 9.250% 9.250% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117212 Refinance 15.000% 8.500% 8.500% 1.000% 1.000% 1003 6 Month Libor 01/01/1997 A-
6117238 Cash-out 16.625% 10.125% 10.125% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117246 Purchase 16.375% 9.875% 9.875% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117253 Cash-out 14.490% 7.990% 7.990% 1.000% 1.000% 1003 6 Month Libor 01/01/1997 A-
6117279 Refinance 16.490% 9.990% 9.990% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6117287 Cash-out 16.990% 10.490% 10.490% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6117295 Cash-out 16.625% 10.125% 10.125% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6117303 Cash-out 16.750% 10.250% 10.250% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6117360 Cash-out 17.125% 10.625% 10.625% 1.000% 3.000% LITE 6 Month Libor 07/01/1998 B
6117378 Cash-out 17.490% 10.990% 10.990% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117386 Purchase 17.750% 11.250% 11.250% 1.000% 1.000% 1003 6 Month Libor 01/01/1997 C
6117394 Purchase 15.990% 9.490% 9.490% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117402 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117410 Cash-out 17.750% 11.250% 11.250% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6117428 Cash-out 15.000% 8.500% 8.500% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 A-
6117436 Refinance 16.250% 9.750% 9.750% 1.000% 1.000% 1003 6 Month Libor 01/01/1997 A-
6117444 Cash-out 15.750% 9.250% 9.250% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117451 Cash-out 18.625% 12.125% 12.125% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 C
6117469 Cash-out 16.250% 9.750% 9.750% 1.000% 1.000% 1003 6 Month Libor 01/01/1997 A-
6117477 Cash-out 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117485 Purchase 17.125% 10.625% 10.625% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6117493 Refinance 15.250% 8.750% 8.750% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 A-
6117501 Purchase 17.750% 11.250% 11.250% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6117519 Cash-out 17.125% 10.625% 10.625% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117527 Cash-out 17.125% 10.625% 10.625% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6117535 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A
6117543 Cash-out 17.130% 10.630% 10.630% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117550 Refinance 17.125% 10.625% 10.625% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6117568 Refinance 17.500% 10.500% 10.500% 1.000% 1.000% LITE 6 Month Libor 01/01/1997 B
6117576 Purchase 17.115% 10.615% 10.615% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117584 Purchase 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117592 Purchase 15.750% 9.500% 9.500% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 B
6117600 Cash-out 17.000% 10.500% 10.500% 1.000% 3.000% LITE 6 Month Libor 07/01/1998 A-
6117626 Cash-out 19.375% 12.875% 12.875% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 C
6117634 Purchase 16.500% 10.000% 10.000% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 C
6117642 Purchase 15.740% 9.240% 9.240% 1.000% 1.000% 1003 6 Month Libor 01/01/1997 A-
6117659 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117667 Purchase 17.365% 10.615% 10.615% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6117675 Purchase 14.250% 7.750% 7.750% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 A-
6117683 Purchase 17.625% 11.125% 11.125% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117691 Cash-out 17.875% 11.375% 11.375% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6117709 Purchase 17.375% 9.500% 9.500% 1.000% 1.000% 1003 6 Month Libor 01/01/1997 A-
6117725 Purchase 16.490% 9.990% 9.990% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117733 Cash-out 16.490% 9.990% 9.990% 1.000% 1.000% FULL 6 Month Libor 12/01/1996 D
6117741 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117758 Refinance 17.000% 10.500% 10.500% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117774 Refinance 16.875% 10.375% 10.375% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117782 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6117790 Cash-out 16.990% 10.490% 10.490% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117808 Cash-out 15.750% 9.250% 9.250% 1.000% 3.000% LITE 6 Month Libor 07/01/1998 D
6117816 Cash-out 16.990% 10.490% 10.490% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117824 Cash-out 16.990% 10.490% 10.490% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117832 Purchase 16.000% 9.500% 9.500% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 B
<CAPTION>
(i) (xxvii) (xxxi) (xxxii) (xxxiv) (xxxvii) (xxxviii) (xxxix)
Original Rounding Due-on-
Loan Appraisal Sale Prepayment Code Sale Program
Number Value Price Penalty (nearest) Assumable Clause Code
- ------ ----- ----- ------- --------- --------- ------ ----
<S> <C> <C> <C> <C> <C> <C> <C>
6117055 $ 290,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117063 $ 55,500.00 N/A 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117071 $ 690,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117089 $ 140,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117097 $ 185,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117105 $ 102,490.00 $ 102,490.00 0 YR 0.125% No Yes 6 Month Libor
6117113 $ 125,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117121 $ 130,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117139 $ 205,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117147 $ 236,000.00 $ 236,000.00 0 YR 0.125% No Yes 6 Month Libor
6117154 $ 145,000.00 $ 135,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117162 $ 129,500.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117196 $ 145,000.00 $ 85,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117204 $ 171,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117212 $ 58,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6117238 $ 240,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117246 $ 386,500.00 $ 386,500.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117253 $ 700,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6117279 $ 231,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117287 $ 245,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117295 $ 94,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117303 $ 350,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117360 $ 103,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117378 $ 145,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117386 $ 475,000.00 $ 515,000.00 0 YR 0.125% No Yes 6 Month Libor
6117394 $ 144,000.00 $ 143,950.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117402 $ 140,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117410 $ 355,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117428 $ 111,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6117436 $ 194,000.00 N/A 2 YR 0.125% No Yes 6 Month Libor
6117444 $ 168,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117451 $ 470,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117469 $ 63,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6117477 $ 125,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117485 $ 205,000.00 $ 205,484.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117493 $ 107,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6117501 $ 172,000.00 $ 162,960.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117519 $ 173,500.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117527 $ 105,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117535 $ 146,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117543 $ 56,500.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117550 $ 100,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117568 $ 145,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6117576 $ 91,000.00 $ 90,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117584 $ 201,000.00 $ 201,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117592 $ 243,000.00 $ 237,500.00 0 YR 0.125% No Yes 6 Month Libor
6117600 $ 176,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117626 $ 345,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117634 $ 158,000.00 $ 153,500.00 0 YR 0.125% No Yes 6 Month Libor
6117642 $ 390,000.00 $ 374,000.00 0 YR 0.125% No Yes 6 Month Libor
6117659 $ 89,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117667 $ 90,000.00 $ 90,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117675 $ 98,500.00 $ 98,500.00 3 YR 0.125% No Yes 6 Month Libor
6117683 $ 124,500.00 $ 124,500.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117691 $ 125,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117709 $ 96,000.00 $ 95,500.00 3 YR 0.125% No Yes 6 Month Libor
6117725 $ 195,000.00 $ 185,155.00 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117733 $ 203,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6117741 $ 100,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117758 $ 160,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117774 $ 170,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117782 $ 82,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117790 $ 65,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117808 $ 105,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117816 $ 70,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117824 $ 70,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117832 $ 129,000.00 $ 122,000.00 0 YR 0.125% No Yes 6 Month Libor
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) (xxiv) (xxv) (xxvi)
Maximum Minimum Original
Mortgage Mortgage Mortgage Maximum First Rate Credit
Loan Loan Interest Interest Interest Periodic First Rate Documentation Adjustment Risk
Number Purpose Rate Rate Rate Rate Cap Adjustment Level Index Date Grade
- ------ ------- ---- ---- ---- -------- ---------- ----- ----- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6117840 Refinance 14.490% 7.990% 7.990% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 A-
6117857 Cash-out 16.990% 10.490% 10.490% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117865 Cash-out 16.990% 10.490% 10.490% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117873 Purchase 17.375% 10.875% 10.875% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117881 Cash-out 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117899 Cash-out 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117907 Cash-out 16.250% 9.750% 9.750% 1.000% 1.000% 1003 6 Month Libor 01/01/1997 A-
6117915 Refinance 16.500% 10.000% 10.000% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 B
6117931 Cash-out 17.000% 10.500% 10.500% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6117949 Purchase 15.490% 8.990% 8.990% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 B
6117956 Purchase 18.125% 11.625% 11.625% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6117964 Cash-out 16.990% 10.490% 10.490% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117972 Purchase 17.375% 10.875% 10.875% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 D
6117980 Cash-out 16.875% 10.375% 10.375% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6117998 Purchase 18.875% 12.375% 12.375% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 C
6118004 Refinance 16.875% 10.375% 10.375% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A
6118012 Purchase 18.125% 11.625% 11.625% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6118020 Cash-out 16.990% 10.490% 10.490% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6118038 Cash-out 19.875% 14.125% 14.125% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 D
6118046 Refinance 17.125% 10.625% 10.625% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6118053 Cash-out 17.125% 10.625% 10.625% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6118061 Cash-out 16.990% 10.490% 10.490% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6118079 Purchase 17.375% 10.625% 10.625% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6118095 Cash-out 17.250% 10.750% 10.750% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6118103 Cash-out 16.990% 10.490% 10.490% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6118111 Cash-out 16.000% 9.500% 9.500% 1.000% 1.000% 1003 6 Month Libor 01/01/1997 C
6118129 Cash-out 15.240% 8.740% 8.740% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 A-
6118137 Purchase 16.750% 10.250% 10.250% 1.000% 3.000% LITE 6 Month Libor 07/01/1998 A-
6118145 Cash-out 16.625% 10.125% 10.125% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6118152 Purchase 14.250% 7.750% 7.750% 1.000% 1.000% FULL 6 Month Libor 01/01/1997 A-
6118160 Cash-out 18.000% 11.500% 11.500% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6118178 Cash-out 17.240% 10.740% 10.740% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6118194 Purchase 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6118228 Cash-out 16.625% 10.125% 10.125% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6118236 Refinance 16.250% 9.750% 9.750% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6118244 Purchase 16.750% 10.250% 10.250% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6118269 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 A-
6118293 Refinance 16.990% 10.490% 10.490% 1.000% 3.000% LITE 6 Month Libor 08/01/1998 A-
6118301 Cash-out 16.990% 10.490% 10.490% 1.000% 3.000% 1003 6 Month Libor 07/01/1998 B
6118319 Refinance 17.240% 8.740% 10.740% 1.000% 3.000% 1003 6 Month Libor 05/01/1998 B
6118327 Purchase 15.000% 8.500% 8.500% 1.000% 1.000% 1003 6 Month Libor 01/01/1997 A-
6118343 Refinance 17.375% 11.375% 11.375% 2.000% 2.000% 1003 6 Month Libor 05/01/1998 D
6118350 Purchase 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6118384 Cash-out 17.365% 10.865% 10.865% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 A-
6118392 Refinance 16.500% 10.000% 10.000% 1.000% 1.000% LITE 6 Month Libor 01/01/1997 B
6118400 Refinance 14.750% 8.250% 8.250% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 A-
6118426 Cash-out 17.125% 10.625% 10.625% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6118434 Refinance 16.490% 9.990% 9.990% 1.000% 3.000% 1003 6 Month Libor 05/01/1998 B
6118442 Cash-out 16.375% 9.875% 9.875% 1.000% 3.000% LITE 6 Month Libor 07/01/1998 A-
6118483 Purchase 16.990% 10.490% 10.490% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 B
6118491 Cash-out 19.490% 12.990% 12.990% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 D
6118509 Purchase 16.000% 9.500% 9.500% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 A-
6118517 Purchase 16.250% 9.750% 9.750% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 B
6118525 Cash-out 16.000% 9.500% 9.500% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 B
6118541 Refinance 17.250% 10.750% 10.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6118558 Purchase 17.750% 11.250% 11.250% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6118566 Purchase 18.625% 12.125% 12.125% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 C
6118574 Refinance 18.250% 11.750% 11.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 C
6118582 Purchase 17.490% 10.990% 10.990% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6118590 Cash-out 17.490% 10.990% 10.990% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 D
6118608 Cash-out 17.490% 10.990% 10.990% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 B
6118632 Refinance 19.500% 13.000% 13.000% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 D
6118640 Purchase 16.490% 9.990% 9.990% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 B
6118657 Cash-out 20.000% 13.500% 13.500% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 D
6118665 Cash-out 17.250% 10.750% 10.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6118673 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6118681 Purchase 16.000% 9.500% 9.500% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 B
<CAPTION>
(i) (xxvii) (xxxi) (xxxii) (xxxiv) (xxxvii) (xxxviii) (xxxix)
Original Rounding Due-on-
Loan Appraisal Sale Prepayment Code Sale Program
Number Value Price Penalty (nearest) Assumable Clause Code
- ------ ----- ----- ------- --------- --------- ------ ----
<S> <C> <C> <C> <C> <C> <C> <C>
6117840 $ 149,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6117857 $ 75,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117865 $ 95,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117873 $ 88,700.00 $ 88,700.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117881 $ 222,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117899 $ 222,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117907 $ 86,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6117915 $ 95,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6117931 $ 89,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117949 $ 265,000.00 $ 256,000.00 0 YR 0.125% No Yes 6 Month Libor
6117956 $ 105,000.00 $ 99,500.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117964 $ 62,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117972 $ 217,500.00 $ 217,500.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117980 $ 138,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6117998 $ 145,000.00 $ 145,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118004 $ 600,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118012 $ 92,000.00 $ 91,500.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118020 $ 145,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118038 $ 43,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118046 $ 660,000.00 N/A 5 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118053 $ 145,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118061 $ 59,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118079 $ 330,000.00 $ 330,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118095 $ 225,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118103 $ 95,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118111 $ 97,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6118129 $ 118,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6118137 $ 102,000.00 $ 75,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118145 $ 110,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118152 $ 170,000.00 $ 165,595.00 1 YR 0.125% No Yes 6 Month Libor
6118160 $ 116,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118178 $ 64,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118194 $ 235,000.00 $ 235,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118228 $ 79,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118236 $ 292,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118244 $ 93,000.00 $ 92,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118269 $ 170,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118293 $ 71,500.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118301 $ 80,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118319 $ 150,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118327 $ 52,000.00 $ 49,900.00 0 YR 0.125% No Yes 6 Month Libor
6118343 $ 240,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118350 $ 116,500.00 $ 114,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118384 $ 81,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118392 $ 114,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6118400 $ 267,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6118426 $ 150,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118434 $ 185,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118442 $ 512,500.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118483 $ 385,000.00 $ 385,000.00 2 YR 0.125% No Yes 6 Month Libor
6118491 $ 47,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118509 $ 225,000.00 $ 225,000.00 0 YR 0.125% No Yes 6 Month Libor
6118517 $ 179,000.00 $ 173,500.00 3 YR 0.125% No Yes 6 Month Libor
6118525 $ 280,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6118541 $ 150,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118558 $ 108,000.00 $ 106,500.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118566 $ 80,000.00 $ 80,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118574 $ 73,500.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118582 $ 110,000.00 $ 110,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118590 $ 245,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6118608 $ 225,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118632 $ 179,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118640 $ 225,000.00 $ 215,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118657 $ 375,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118665 $ 120,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118673 $ 129,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118681 $ 130,000.00 $ 130,000.00 1 YR 0.125% No Yes 6 Month Libor
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) (xxiv) (xxv) (xxvi)
Maximum Minimum Original
Mortgage Mortgage Mortgage Maximum First Rate Credit
Loan Loan Interest Interest Interest Periodic First Rate Documentation Adjustment Risk
Number Purpose Rate Rate Rate Rate Cap Adjustment Level Index Date Grade
- ------ ------- ---- ---- ---- -------- ---------- ----- ----- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6118699 Purchase 17.625% 11.125% 11.125% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 B
6118715 Purchase 22.000% 14.000% 14.000% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 D
6118723 Purchase 17.000% 10.500% 10.500% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6118731 Cash-out 18.750% 12.250% 12.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 C
6118749 Refinance 17.500% 11.000% 11.000% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6118756 Refinance 17.375% 10.875% 10.875% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 C
6118764 Cash-out 17.740% 11.240% 11.240% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 B
6118772 Cash-out 16.990% 10.490% 10.490% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 B
6118780 Refinance 17.000% 10.500% 10.500% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6118798 Cash-out 17.490% 10.990% 10.990% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 B
6118806 Cash-out 17.750% 10.750% 10.750% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6118814 Cash-out 14.750% 8.250% 8.250% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 B
6118822 Refinance 17.750% 11.250% 11.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6118830 Cash-out 17.250% 10.750% 10.750% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 C
6118848 Cash-out 16.500% 10.000% 10.000% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6118855 Purchase 15.250% 8.750% 8.750% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 B
6118871 Cash-out 15.490% 8.990% 8.990% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 A-
6118889 Cash-out 16.000% 9.500% 9.500% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 A-
6118897 Refinance 17.750% 11.250% 11.250% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6118913 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6118921 Cash-out 15.990% 9.490% 9.490% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6118939 Purchase 16.000% 9.500% 9.500% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 A-
6118947 Cash-out 17.375% 10.875% 10.875% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 C
6118954 Cash-out 19.250% 12.750% 12.750% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 D
6118962 Refinance 15.490% 8.990% 8.990% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 A
6118970 Purchase 16.250% 9.750% 9.750% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6118988 Purchase 16.500% 10.000% 10.000% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 A-
6119002 Purchase 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6119010 Cash-out 16.750% 10.250% 10.250% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 C
6119028 Cash-out 19.625% 13.125% 13.125% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 D
6119036 Purchase 16.000% 9.500% 9.500% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 A-
6119044 Cash-out 15.750% 9.250% 9.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6119051 Refinance 16.400% 9.900% 9.900% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6119069 Cash-out 16.400% 9.900% 9.900% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6119077 Cash-out 16.000% 9.500% 9.500% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 A-
6119085 Cash-out 17.240% 10.740% 10.740% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6119093 Purchase 15.490% 8.990% 8.990% 1.000% 1.000% 1003 6 Month Libor 03/01/1997 A-
6119101 Cash-out 17.250% 10.750% 10.750% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A-
6119119 Cash-out 16.990% 10.490% 10.490% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 B
6119127 Cash-out 17.750% 11.250% 11.250% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A-
6119135 Purchase 17.875% 11.375% 11.375% 1.000% 3.000% LITE 6 Month Libor 09/01/1998 C
6119143 Purchase 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6119150 Cash-out 15.490% 8.990% 8.990% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 B
6119168 Purchase 17.250% 10.750% 10.750% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6119176 Cash-out 17.250% 10.750% 10.750% 1.000% 1.000% FULL 6 Month Libor 03/01/1997 B
6119184 Cash-out 18.750% 12.250% 12.250% 1.000% 1.000% 1003 6 Month Libor 03/01/1997 D
6119192 Purchase 17.250% 10.750% 10.750% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 A-
6119200 Refinance 17.990% 11.490% 11.490% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6119218 Refinance 17.000% 10.500% 10.500% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 B
6119226 Cash-out 17.500% 11.000% 11.000% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6119234 Cash-out 20.000% 13.500% 13.500% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 D
6119242 Refinance 16.000% 9.500% 9.500% 1.000% 1.000% 1003 6 Month Libor 03/01/1997 A-
6119259 Refinance 16.490% 9.990% 9.990% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 D
6119267 Purchase 18.250% 11.750% 11.750% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 C
6119283 Purchase 16.750% 10.250% 10.250% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6119291 Refinance 19.000% 12.500% 12.500% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 D
6119309 Cash-out 17.500% 11.000% 11.000% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6119317 Cash-out 16.500% 10.000% 10.000% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6119325 Cash-out 17.000% 10.500% 10.500% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A-
6119341 Cash-out 16.000% 9.500% 9.500% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 C
6119358 Refinance 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6119366 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6119374 Refinance 16.000% 9.500% 9.500% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6119382 Cash-out 15.490% 8.990% 8.990% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 A-
6119390 Refinance 16.750% 10.250% 10.250% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 A-
6119408 Refinance 15.250% 8.750% 8.750% 1.000% 1.000% FULL 6 Month Libor 03/01/1997 B
6119416 Purchase 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
<CAPTION>
(i) (xxvii) (xxxi) (xxxii) (xxxiv) (xxxvii) (xxxviii) (xxxix)
Original Rounding Due-on-
Loan Appraisal Sale Prepayment Code Sale Program
Number Value Price Penalty (nearest) Assumable Clause Code
- ------ ----- ----- ------- --------- --------- ------ ----
<S> <C> <C> <C> <C> <C> <C> <C>
6118699 $ 220,000.00 $ 215,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118715 $ 190,000.00 $ 195,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118723 $ 208,000.00 $ 201,760.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118731 $ 155,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118749 $ 112,500.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118756 $ 275,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118764 $ 125,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118772 $ 154,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118780 $ 140,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118798 $ 208,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118806 $ 83,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118814 $ 262,500.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6118822 $ 110,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118830 $ 225,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6118848 $ 190,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118855 $ 192,000.00 $ 191,900.00 1 YR 0.125% No Yes 6 Month Libor
6118871 $ 102,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6118889 $ 72,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6118897 $ 180,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118913 $ 130,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118921 $ 165,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118939 $ 138,750.00 $ 136,500.00 0 YR 0.125% No Yes 6 Month Libor
6118947 $ 228,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118954 $ 72,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6118962 $ 118,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6118970 $ 132,500.00 $ 131,877.00 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6118988 $ 305,000.00 $ 290,000.00 0 YR 0.125% No Yes 6 Month Libor
6119002 $ 255,000.00 $ 255,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119010 $ 150,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6119028 $ 225,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119036 $ 70,000.00 $ 69,900.00 0 YR 0.125% No Yes 6 Month Libor
6119044 $ 150,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119051 $ 105,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119069 $ 119,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119077 $ 72,600.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6119085 $ 70,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119093 $ 165,000.00 $ 165,000.00 0 YR 0.125% No Yes 6 Month Libor
6119101 $ 99,500.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119119 $ 139,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119127 $ 66,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119135 $ 410,000.00 $ 408,890.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119143 $ 89,000.00 $ 89,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119150 $ 156,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119168 $ 115,000.00 $ 114,340.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119176 $ 117,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6119184 $ 272,500.00 N/A 2 YR 0.125% No Yes 6 Month Libor
6119192 $ 37,500.00 $ 37,500.00 0 YR 0.125% No Yes 6 Month Libor
6119200 $ 264,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119218 $ 160,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119226 $ 182,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119234 $ 82,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6119242 $ 309,000.00 N/A 1 YR 0.125% No Yes 6 Month Libor
6119259 $ 820,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119267 $ 100,000.00 $ 98,800.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119283 $ 150,000.00 $ 147,900.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119291 $ 105,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119309 $ 192,500.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119317 $ 155,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119325 $ 86,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119341 $ 400,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119358 $ 185,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119366 $ 189,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119374 $ 230,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119382 $ 165,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6119390 $ 130,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6119408 $ 124,500.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6119416 $ 195,000.00 $ 192,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) (xxiv) (xxv) (xxvi)
Maximum Minimum Original
Mortgage Mortgage Mortgage Maximum First Rate Credit
Loan Loan Interest Interest Interest Periodic First Rate Documentation Adjustment Risk
Number Purpose Rate Rate Rate Rate Cap Adjustment Level Index Date Grade
- ------ ------- ---- ---- ---- -------- ---------- ----- ----- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6119424 Purchase 16.250% 9.750% 9.750% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A-
6119432 Purchase 15.490% 8.990% 8.990% 1.000% 1.000% 1003 6 Month Libor 03/01/1997 A-
6119440 Cash-out 15.375% 8.875% 8.875% 1.000% 3.000% FULL 6 Month Libor 06/01/1998 A-
6119457 Cash-out 19.000% 12.500% 12.500% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 C
6119465 Purchase 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6119481 Cash-out 17.125% 10.625% 10.625% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 B
6119499 Purchase 17.750% 11.250% 11.250% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 C
6119507 Refinance 16.250% 9.750% 9.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6119515 Cash-out 15.490% 8.990% 8.990% 1.000% 1.000% LITE 6 Month Libor 03/01/1997 A-
6119523 Purchase 15.490% 8.990% 8.990% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 A-
6119531 Purchase 15.000% 8.500% 8.500% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 B
6119549 Cash-out 16.490% 9.990% 9.990% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 A-
6119556 Purchase 14.490% 7.990% 7.990% 1.000% 1.000% FULL 6 Month Libor 03/01/1997 A-
6119572 Cash-out 15.750% 9.250% 9.250% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A-
6119598 Refinance 17.375% 10.875% 10.875% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 B
6119614 Refinance 16.750% 10.250% 10.250% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6119622 Refinance 18.250% 11.750% 11.750% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 C
6119630 Refinance 16.500% 10.000% 10.000% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6119648 Purchase 16.875% 10.375% 10.375% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 B
6119655 Cash-out 19.000% 12.500% 12.500% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 D
6119663 Purchase 16.750% 10.250% 10.250% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 C
6119671 Cash-out 16.000% 9.500% 9.500% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6119689 Cash-out 17.250% 10.750% 10.750% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 A-
6119713 Purchase 17.250% 10.750% 10.750% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A-
6119721 Cash-out 17.250% 10.750% 10.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6119739 Purchase 17.000% 10.500% 10.500% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6119747 Purchase 16.000% 9.500% 9.500% 1.000% 1.000% FULL 6 Month Libor 03/01/1997 A-
6119754 Cash-out 15.750% 9.250% 9.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6119762 Purchase 18.125% 11.625% 11.625% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6119770 Refinance 17.250% 10.750% 10.750% 1.500% 1.500% FULL 6 Month Libor 03/01/1997 B
6119788 Cash-out 16.750% 10.250% 10.250% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6119796 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6119804 Cash-out 16.500% 10.000% 10.000% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 B
6119812 Cash-out 16.750% 10.250% 10.250% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 A-
6119820 Purchase 17.490% 10.990% 10.990% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A-
6119838 Cash-out 17.250% 10.750% 10.750% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6119861 Cash-out 16.740% 10.240% 10.240% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A-
6119879 Cash-out 15.490% 8.990% 8.990% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6119887 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6119895 Cash-out 17.490% 10.990% 10.990% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 B
6119903 Refinance 16.750% 10.250% 10.250% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6119911 Purchase 16.250% 9.750% 9.750% 1.000% 1.000% 1003 6 Month Libor 03/01/1997 A-
6119929 Cash-out 16.490% 9.990% 9.990% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A-
6119937 Cash-out 16.000% 9.500% 9.500% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6119945 Purchase 11.250% 6.375% 11.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 C
6119952 Cash-out 15.490% 8.990% 8.990% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 A-
6119978 Purchase 16.250% 9.750% 9.750% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 C
6119986 Refinance 14.500% 8.000% 8.000% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 B
6119994 Cash-out 17.000% 10.500% 10.500% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6120034 Cash-out 17.875% 11.375% 11.375% 1.000% 1.000% FULL 6 Month Libor 05/15/1996 C
6120083 Cash-out 15.990% 8.990% 8.990% 1.500% 1.500% 1003 6 Month Libor 05/15/1996 A
6120208 Refinance 18.490% 11.990% 11.990% 1.000% 1.000% FULL 6 Month Libor 07/15/1996 D
6127500 Cash-out 18.490% 11.990% 11.990% 1.000% 3.000% FULL 6 Month Libor 07/01/1998 B
6127526 Purchase 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 06/01/1998 A-
6127567 Purchase 16.450% 9.950% 9.950% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 C
6127641 Cash-out 15.750% 9.250% 9.250% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6127658 Refinance 18.500% 12.000% 12.000% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 D
6131056 Refinance 17.625% 10.625% 10.625% 1.000% 3.000% FULL 6 Month Libor 06/01/1999 A-
6131254 Refinance 15.750% 9.750% 9.750% 1.000% 1.000% FULL 6 Month Libor 12/01/1996 B
6131262 Purchase 16.375% 10.375% 10.375% 1.000% 1.000% 1003 6 Month Libor 12/01/1996 A-
6132526 Cash-out 17.000% 10.500% 10.500% 1.000% 1.000% 1003 6 Month Libor 02/01/1997 C
6132534 Purchase 16.250% 9.750% 9.750% 1.000% 3.000% LITE 6 Month Libor 08/01/1998 A
6132542 Purchase 17.375% 10.875% 10.875% 1.000% 1.000% 1003 6 Month Libor 09/01/1998 A-
6132559 Cash-out 15.490% 8.990% 8.990% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 A-
6132575 Purchase 15.490% 8.990% 8.990% 1.000% 1.000% 1003 6 Month Libor 03/01/1997 A-
6132583 Purchase 15.805% 9.250% 9.250% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6132591 Purchase 15.750% 9.250% 9.250% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 A-
<CAPTION>
(i) (xxvii) (xxxi) (xxxii) (xxxiv) (xxxvii) (xxxviii) (xxxix)
Original Rounding Due-on-
Loan Appraisal Sale Prepayment Code Sale Program
Number Value Price Penalty (nearest) Assumable Clause Code
- ------ ----- ----- ------- --------- --------- ------ ----
<S> <C> <C> <C> <C> <C> <C> <C>
6119424 $ 340,000.00 $ 340,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119432 $ 135,000.00 $ 135,000.00 3 YR 0.125% No Yes 6 Month Libor
6119440 $ 84,500.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119457 $ 98,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119465 $ 95,000.00 $ 90,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119481 $ 135,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119499 $ 190,000.00 $ 184,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119507 $ 115,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119515 $ 280,000.00 N/A 2 YR 0.125% No Yes 6 Month Libor
6119523 $ 68,000.00 $ 54,000.00 0 YR 0.125% No Yes 6 Month Libor
6119531 $ 132,000.00 $ 131,900.00 2 YR 0.125% No Yes 6 Month Libor
6119549 $ 125,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6119556 $ 320,000.00 $ 315,900.00 0 YR 0.125% No Yes 6 Month Libor
6119572 $ 450,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119598 $ 93,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119614 $ 81,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119622 $ 385,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119630 $ 147,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119648 $ 142,000.00 $ 132,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119655 $ 108,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6119663 $ 106,000.00 $ 104,500.00 0 YR 0.125% No Yes 6 Month Libor
6119671 $ 101,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119689 $ 68,500.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6119713 $ 60,000.00 $ 60,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119721 $ 120,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119739 $ 74,000.00 $ 67,500.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119747 $ 38,500.00 $ 38,500.00 0 YR 0.125% No Yes 6 Month Libor
6119754 $ 82,500.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119762 $ 117,000.00 $ 117,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119770 $ 110,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6119788 $ 215,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119796 $ 130,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119804 $ 277,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119812 $ 133,000.00 N/A 1 YR 0.125% No Yes 6 Month Libor
6119820 $ 145,000.00 $ 140,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119838 $ 90,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119861 $ 205,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119879 $ 145,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119887 $ 235,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119895 $ 138,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119903 $ 300,000.00 N/A 1 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119911 $ 400,000.00 $ 397,000.00 1 YR 0.125% No Yes 6 Month Libor
6119929 $ 247,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119937 $ 97,500.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119945 $ 151,000.00 $ 145,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6119952 $ 121,100.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6119978 $ 388,000.00 $ 387,500.00 0 YR 0.125% No Yes 6 Month Libor
6119986 $ 134,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6119994 $ 275,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6120034 $ 80,000.00 N/A 1 YR 0.125% Yes No 6 Month Libor
6120083 $ 180,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6120208 $ 140,000.00 N/A 5 YR 0.125% No Yes 6 Month Libor
6127500 $ 100,000.00 N/A 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6127526 $ 76,000.00 $ 75,000.00 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6127567 $ 109,000.00 $ 102,000.00 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6127641 $ 100,000.00 N/A 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6127658 $ 153,000.00 N/A 3 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6131056 $ 82,000.00 N/A 0 YR 0.125% No Yes 3 yr Fixed 6 Month Libor
6131254 $ 149,500.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6131262 $ 104,000.00 $ 102,950.00 0 YR 0.125% No Yes 6 Month Libor
6132526 $ 410,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6132534 $ 108,000.00 $ 108,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6132542 $ 220,000.00 $ 185,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6132559 $ 102,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6132575 $ 377,000.00 $ 375,400.00 0 YR 0.125% No Yes 6 Month Libor
6132583 $ 171,000.00 $ 170,000.00 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6132591 $ 300,000.00 $ 300,000.00 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
</TABLE>
<PAGE>
<PAGE>
CLOSING SCHEDULE/
MORTGAGE LOAN SCHEDULE
(Adjustable Rate Mortgages)
<TABLE>
<CAPTION>
(i) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) (xxiv) (xxv) (xxvi)
Maximum Minimum Original
Mortgage Mortgage Mortgage Maximum First Rate Credit
Loan Loan Interest Interest Interest Periodic First Rate Documentation Adjustment Risk
Number Purpose Rate Rate Rate Rate Cap Adjustment Level Index Date Grade
- ------ ------- ---- ---- ---- -------- ---------- ----- ----- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6132609 Cash-out 18.000% 11.500% 11.500% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 D
6132617 Cash-out 15.250% 8.750% 8.750% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 A-
6132633 Cash-out 15.750% 9.250% 9.250% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6132641 Cash-out 19.250% 12.750% 12.750% 1.000% 3.000% 1003 6 Month Libor 09/01/1998 C
6132658 Cash-out 14.500% 8.000% 8.000% 1.000% 1.000% 1003 6 Month Libor 03/01/1997 A-
6132666 Refinance 17.125% 10.625% 10.625% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 B
6132674 Refinance 15.490% 8.990% 8.990% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6132682 Cash-out 16.250% 9.750% 9.750% 1.000% 1.000% FULL 6 Month Libor 03/01/1997 B
6132690 Purchase 14.250% 7.750% 7.750% 1.000% 1.000% LITE 6 Month Libor 03/01/1997 A
6132708 Cash-out 16.250% 9.750% 9.750% 1.000% 3.000% LITE 6 Month Libor 08/01/1998 A-
6132724 Cash-out 14.500% 8.000% 8.000% 1.000% 1.000% 1003 6 Month Libor 03/01/1997 A-
6132732 Refinance 20.500% 14.500% 14.500% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 D
6132740 Purchase 16.250% 9.750% 9.750% 1.000% 1.000% FULL 6 Month Libor 02/01/1997 A-
6132757 Cash-out 15.750% 9.250% 9.250% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 A-
6132765 Cash-out 16.750% 10.250% 10.250% 1.000% 3.000% 1003 6 Month Libor 08/01/1998 A-
6132773 Refinance 16.490% 9.990% 9.990% 1.000% 3.000% FULL 6 Month Libor 08/01/1998 A-
6132781 Cash-out 17.500% 11.000% 11.000% 1.000% 1.000% LITE 6 Month Libor 09/01/1998 A-
6132799 Cash-out 17.500% 11.000% 11.000% 1.000% 3.000% FULL 6 Month Libor 09/01/1998 B
554
- --------
Total: ---------------------------
748 WAM 346
======== WAC 10.262%
---------------------------
<CAPTION>
(i) (xxvii) (xxxi) (xxxii) (xxxiv) (xxxvii) (xxxviii) (xxxix)
Original Rounding Due-on-
Loan Appraisal Sale Prepayment Code Sale Program
Number Value Price Penalty (nearest) Assumable Clause Code
- ------ ----- ----- ------- --------- --------- ------ ----
<S> <C> <C> <C> <C> <C> <C> <C>
6132609 $ 140,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6132617 $ 110,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6132633 $ 180,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6132641 $ 100,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6132658 $ 130,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6132666 $ 59,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6132674 $ 160,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6132682 $ 228,000.00 N/A 0 YR 0.125% No Yes 6 Month Libor
6132690 $ 261,000.00 $ 260,221.00 3 YR 0.125% No Yes 6 Month Libor
6132708 $ 568,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6132724 $ 70,000.00 N/A 3 YR 0.125% No Yes 6 Month Libor
6132732 $ 140,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6132740 $ 410,000.00 $ 409,359.00 1 YR 0.125% No Yes 6 Month Libor
6132757 $ 128,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6132765 $ 107,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6132773 $ 165,000.00 N/A 0 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6132781 $ 189,900.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
6132799 $ 109,000.00 N/A 2 YR 0.125% No Yes 2 Yr Fixed 6 Month Libor
554
- --------
748
========
</TABLE>
