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: January 25, 1996
(Date of earliest event reported)
Commission File No. 33-72966
____The_Prudential_Home_Mortgage_Securities_Company,_Inc.____
____Delaware____ ____43-1490160____
(State of Incorporation) (I.R.S. Employer Identification No.)
____5325_Spectrum_Drive,_Frederick,_Maryland____ ____21701____
Address of principal executive offices (Zip Code)
____(301)_846-8199____
Registrant's Telephone Number, including area code
____
(Former name, former address and former fiscal year, if changed since last
report)
<PAGE> 1
ITEM 5. Other_Events
On January 25, 1996, The Prudential Home Mortgage Securities Company, Inc., a
Delaware corporation (the "Registrant"), sold Mortgage Pass-Through
Certificates, Series 1996-1, Class A, Class AP, Class M, Class B-1 and Class B-2
(the "Offered Certificates"), having an aggregate original principal balance of
$178,210,201.33. The Offered Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as of January 25, 1996, among the Registrant,
Securitized Asset Services Corporation, as master servicer (the "Master
Servicer" or "SASCOR") and First Bank National Association, as trustee (the
"Agreement"), a copy of which is filed as an exhibit hereto. Mortgage Pass-
Through Certificates, Series 1996-1, Class B-3, Class B-4 and Class B-5
Certificates, having an aggregate initial principal balance of $3,174,741.82
(the "Private Certificates" and, together with the Offered Certificates, the
"Certificates"), were also issued pursuant to the Agreement.
As of the date of initial issuance, the Offered Certificates evidenced an
approximate 98.25% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans,
other than the Fixed Retained Yield (as defined in the Agreement), which may
include loans secured by shares issued by cooperative housing corporations,
originated in connection with the relocation of employees by various corporate
employers participating in the relocation program of The Prudential Home
Mortgage Company, Inc. and of employees of various non-participant employees.
The remaining undivided interests in the Trust Estate are evidenced by the
Private Certificates, distributions on which are subordinated to distributions
on the Offered Certificates.
Interest on the Offered Certificates (other than the Class AP Certificates) will
be distributed on each Distribution Date (as defined in the Agreement). Monthly
distributions in reduction of the principal balance of the Offered Certificates
will be allocated to the Subclasses of Class A Certificates, Class AP
Certificates, Class M Certificates, Class B-1 Certificates and Class B-2
Certificates in accordance with the priorities set forth in the Agreement.
Distributions of interest and in reduction of principal balance on any
Distribution Date will be made to the extent that the Pool Distribution Amount
is sufficient therefor.
An election will be made to treat the Trust Estate as a REMIC for federal income
tax purposes (the "REMIC"). The Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class AP, Class M, Class B-1, Class B-2, Class B-3, Class
B-4 and Class B-5 Certificates will be treated as "regular interests" in the
REMIC and the Class A-R Certificate will be treated as the "residual interest"
in the REMIC.
<PAGE> 2
ITEM 7. Financial_Statements_and_Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit_No. Description
(EX-4) Pooling and Servicing Agreement, dated as of
January 25, 1996, among The Prudential Home
Mortgage Securities Company, Inc., Securitized
Asset Services Corporation, and First Bank
National Association, as trustee.
<PAGE> 3
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE PRUDENTIAL HOME MORTGAGE
SECURITIES COMPANY, INC.
January 25, 1996
_____/s/ M. Kathryn Gray____
M. Kathryn Gray
Vice President
<PAGE> 4
INDEX_TO_EXHIBITS
Paper (P) or
Exhibit_No. Description Electronic_(E)
(EX-4) Pooling and Servicing E
Agreement, dated as of January 25,
1996 among The Prudential Home
Mortgage Securities Company, Inc.,
Securitized Asset Services
Corporation, and First Bank National
Association, as trustee.
<PAGE> 5
_________________________________________________________________
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Seller)
and
SECURITIZED ASSET SERVICES CORPORATION
(Master Servicer)
and
FIRST BANK NATIONAL ASSOCIATION
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of January 25, 1996
$181,384,943.15
Mortgage Pass-Through Certificates
Series 1996-1
_________________________________________________________________
<PAGE> 1
This Pooling and Servicing Agreement, dated as of January 25, 1996 executed by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC., as Seller, SECURITIZED
ASSET SERVICES CORPORATION, as Master Servicer, and FIRST BANK NATIONAL
ASSOCIATION, as Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Whenever used herein, the following words and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article.
Accepted_Master_Servicing_Practices: Accepted Master Servicing Practices shall
consist of the customary and usual master servicing practices of prudent master
servicing institutions which service mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located, regardless of the date upon which the related Mortgage Loans were
originated.
Adjusted_Pool_Amount: With respect to any Distribution Date, the Cut-Off Date
Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Liquidation Proceeds, Principal Prepayments, Substitution Principal
Amounts and Net REO Proceeds) and distributed to Holders of the Certificates on
such Distribution Date and all prior Distribution Dates and (ii) the principal
portion of all Realized Losses (other than Debt Service Reductions) incurred on
the Mortgage Loans from the Cut-Off Date through the end of the month preceding
such Distribution Date.
Adjusted_Pool_Amount_(Class_AP_Portion): With respect to any Distribution Date,
the sum of the amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans: the product of (i) the Class AP Fraction for each such Mortgage
Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such
Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal
received in respect of such Mortgage Loan (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Liquidation Proceeds,
Principal Prepayments, Substitution Principal Amounts and Net REO Proceeds) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (y) the principal portion of any Realized Loss
(other than a Debt Service Reduction) incurred on such Mortgage Loan from the
Cut-Off Date through the end of the month preceding such Distribution Date.
Adjusted_Principal_Balance: As to any Distribution Date and the Class M
Certificates or any Class B Subclass, the greater of (A) zero and (B) (i) the
principal balance of such Class or Subclass with respect to such Distribution
Date minus (ii) the Adjustment Amount for such Distribution Date less, with
respect to the Class M Certificates, the Class B Principal Balance and, with
respect to any Class B Subclass, the Class B Subclass Principal Balances for any
Class B Subclasses with higher numerical designations.
<PAGE> 2
Adjustment_Amount: For any Distribution Date, the difference between (A) the
sum of the Class A Principal Balance, Class AP Principal Balance, Class M
Principal Balance and Class B Principal Balance as of the related Determination
Date and (B) the sum of (i) the sum of the Class A Principal Balance, Class AP
Principal Balance, Class M Principal Balance and Class B Principal Balance as of
the Determination Date succeeding such Distribution Date, (ii) the principal
portion of Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses allocated to the Certificates with respect to such
Distribution Date and (iii) the aggregate amount that would have been
distributed to all Classes as principal in accordance with Section 4.01(a) for
such Distribution Date without regard to the provisos in the definitions of
Class M Optimal Principal Amount, Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount and Class B-5 Optimal Principal Amount.
Aggregate_Current_Bankruptcy_Losses: With respect to any Distribution Date, the
sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
Aggregate_Current_Fraud_Losses: With respect to any Distribution Date, the sum
of all Fraud Losses incurred on any of the Mortgage Loans in the month preceding
the month of such Distribution Date.
Aggregate_Current_Special_Hazard_Losses: With respect to any Distribution Date,
the sum of all Special Hazard Losses incurred on any of the Mortgage Loans in
the month preceding the month of such Distribution Date.
Aggregate_Foreclosure_Profits: As to any Distribution Date, the aggregate
amount of Foreclosure Profits with respect to all of the Mortgage Loans.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Amount_Held_for_Future_Distribution: As to any Distribution Date, the total of
the amounts held in the Custodial P&I Accounts or Master Servicer Custodial
Account on account of (a)(i) with respect to any Exhibit F-2 Mortgage Loans,
Principal Prepayments received in the month of such Distribution Date and all
related payments of interest on such Principal Prepayments, (ii) with respect
toany Exhibit F-1 Mortgage Loans, Principal Prepayments and all related payments
of interest received on or after the Determination Date occurring in the month
of such Distribution Date, (iii) Liquidation Proceeds (other than Partial
Liquidation Proceeds) received in the month of such Distribution Date, (iv) with
respect to any Exhibit F-2 Mortgage Loans, Partial Liquidation Proceeds (other
than with respect to Mortgage Loans which became Liquidated Loans in the month
prior to the month of such Distribution Date), (v) with respect to any Exhibit
F-1 Mortgage Loans, Partial Liquidation Proceeds received on or after the
Determination Date occurring in the month of such Distribution Date and (vi)
amounts received from the Seller pursuant to Section 2.02 or Section 2.03 in the
month of such Distribution Date and (b) payments which represent early receipt
of scheduled payments of principal and interest due on a date or dates
subsequent to the related Due Date.
Authenticating_Agent: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11. There shall initially be no Authenticating Agent for
the Certificates.
Bankruptcy_Code: The Bankruptcy Code of 1978, as amended.
<PAGE> 3
Bankruptcy_Loss: With respect to any Mortgage Loan, a Deficient Valuation or
Debt Service Reduction; provided, however, that a Bankruptcy Loss shall not be
deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trustee in writing that such Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy_Loss_Amount: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates or, following the reduction of the Class B Principal
Balance to zero, solely to the Class M Certificates in accordance with Section
4.02(a) since the Cut-Off Date. As of any Distribution Date on or after the
first anniversary of the Cut-Off Date, an amount equal to (1) the lesser of (a)
the Bankruptcy Loss Amount calculated as of the close of business on the
Business Day immediately preceding the most recent anniversary of the Cut-Off
Date coinciding with or preceding such Distribution Date (the "Relevant
Anniversary") and (b) such lesser amount which, as determined on the Relevant
Anniversary will not cause any rated Certificates to be placed on credit review
status (other than for possible upgrading) by either Rating Agency minus (2) the
aggregate amount of Bankruptcy Losses allocated solely to the Class B
Certificates or, following the reduction of the Class B Principal Balance to
zero, solely to the Class M Certificates in accordance with Section 4.02(a)
since the Relevant Anniversary. On and after the Cross-Over Date the Bankruptcy
Loss Amount shall be zero.
Beneficial_Owner: With respect to a Book-Entry Certificate, the Person who is
the beneficial owner of such Book-Entry Certificate, as reflected on the books
of the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly or as an indirect participant, in accordance with
the rules of such Clearing Agency), as the case may be.
Book-Entry_Certificate: Any of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates or Class A-6 Certificates, beneficial ownership and transfers of
which shall be evidenced by, and made through, book entries by the Clearing
Agency as described in Section 5.01(b).
Business_Day: Any day other than (i) a Saturday or a Sunday, or (ii) a legal
holiday in the City of New York, State of Maryland, State of Minnesota or State
of Missouri or (iii) a day on which banking institutions in the City of New
York, or the State of Maryland, State of Minnesota or State of Missouri are
authorized or obligated by law or executive order to be closed.
Certificate: Any one of the Class A Certificates, Class AP Certificates, Class
M Certificates or Class B Certificates.
Certificate_Register_and_Certificate_Registrar: Respectively, the register
maintained pursuant to and the registrar provided for in Section 5.02. The
initial Certificate Registrar is the Trustee.
<PAGE> 4
Certificateholder_or_Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for (i) variations in
the Percentage Interest evidenced thereby and (ii) in the case of the Class A
Certificates and Class B Certificates, variations in Subclass designation and
other Subclass characteristics.
Class_A_Certificate: Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates or Class A-R Certificate.
Class_A_Certificateholder: The registered holder of a Class A Certificate.
Class_A_Distribution_Amount: As to any Distribution Date, the aggregate amount
distributable to the Subclasses of Class A Certificates pursuant to Paragraphs
first, second and third clause (A) of Section 4.01(a) on such Distribution Date.
Class_A_Fixed_Pass-Through_Rate: As to any Distribution Date, the rate per
annum set forth in Section 11.01.
Class_A_Interest_Accrual_Amount: As to any Distribution Date, the sum of the
Class A Subclass Interest Accrual Amounts with respect to such Distribution
Date.
Class_A_Loss_Denominator: As to any Determination Date, an amount equal to the
sum of the Class A Subclass Principal Balances of the Class A Subclasses.
Class_A_Optimal_Amount: As to any Distribution Date, the sum for such
Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the sum of
the Class A Subclass Unpaid Interest Shortfalls for each Class A Subclass and
(iii) the Class A Optimal Principal Amount.
Class_A_Optimal_Principal_Amount: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Classes A/M/B Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution Date on
such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class A Prepayment Percentage of the Scheduled Principal Balance of
each Mortgage Loan that was repurchased by the Seller during such preceding
month pursuant to Section 2.02 or 2.03, net of any unreimbursed Periodic
Advances in respect of principal previously made by the Servicer, Master
Servicer or Trustee with respect to such Mortgage Loan;
(iii) the Class A Prepayment Percentage of (a) the aggregate Net Liquidation
Proceeds (other than, with respect to an Exhibit F-1 Mortgage Loan, Net Partial
Liquidation Proceeds) of any such Mortgage Loan that became a Liquidated Loan in
the month preceding the month of such Distribution Date (excluding the portion
<PAGE> 5
thereof, if any, constituting Net Foreclosure Profits) less the sum of (A) any
unreimbursed Periodic Advances in respect of principal previously made by the
Servicer, the Master Servicer or the Trustee with respect to such Liquidated
Loan and (B) the portion of the Net Liquidation Proceeds allocable to interest
and (b) with respect to an Exhibit F-1 Mortgage Loan, the aggregate Net Partial
Liquidation Proceeds on any such Mortgage Loan received by PHMC, as Servicer,
during the related Partial Liquidation Receipt Period, less the sum of (A) the
amounts allocable to principal of any unreimbursed Periodic Advances previously
made by PHMC, as Servicer, the Master Servicer or the Trustee and (B) the
portion of the Net Partial Liquidation Proceeds allocable to interest;
(iv) the Class A Prepayment Percentage of the Scheduled Principal Balance of
such Mortgage Loan if such Mortgage Loan was the subject of a Prepayment in Full
(a) during the month preceding the month in which such Distribution Date occurs
with respect to any Exhibit F-2 Mortgage Loan or (b) during the period from and
including the Determination Date in the month preceding the month of such
Distribution Date up to (but not including) the Determination Date occurring in
the month of such Distribution Date with respect to any Exhibit F-1 Mortgage
Loan;
(v) the Class A Prepayment Percentage of all partial principal prepayments
(a) received with respect to any Exhibit F-2 Mortgage Loan during the month
preceding the month in which such Distribution Date occurs and (b) received with
respect to any Exhibit F-1 Mortgage Loan on or after the Determination Date
occurring in the month preceding the month in which such Distribution Date
occurs and prior to the Determination Date occurring in the month in which such
Distribution Date occurs; and
(vi) the Class A Percentage of the difference between the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan during
the month preceding the month in which such Distribution Date occurs and the
unpaid principal balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the Servicer, the Master Servicer or the Trustee in respect
of such defective Mortgage Loan.
Class_A_Percentage: As to any Distribution Date occurring on or prior to the
Cross-Over Date, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the Class A Principal Balance (determined as of the Determination Date
preceding such Distribution Date) by the Pool Balance (Classes A/M/B Portion).
As to any Distribution Date occurring subsequent to the Cross-Over Date, 100% or
such lesser percentage which will cause the Class A Principal Balance to decline
to zero following the distribution made on such Distribution Date.
<PAGE> 6
Class_A_Prepayment_Percentage: As to any Distribution Date to and including the
Distribution Date in January 2001, 100%. As to any Distribution Date subsequent
to January 2001 to and including the Distribution Date in January 2002, the
Class A Percentage as of such Distribution Date plus 70% of the Subordinated
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to January 2002 to and including the Distribution Date in January 2003, the
Class A Percentage as of such Distribution Date plus 60% of the Subordinated
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to January 2003 to and including the Distribution Date in January 2004, the
Class A Percentage as of such Distribution Date plus 40% of the Subordinated
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to January 2004 to and including the Distribution Date in January 2005, the
Class A Percentage as of such Distribution Date plus 20% of the Subordinated
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to January 2005, the Class A Percentage as of such Distribution Date. The
foregoing is subject to the following: (i) if the aggregate distribution to
Holders of Class A Certificates on any Distribution Date of the Class A
Prepayment Percentage provided above of (a) Principal Prepayments distributable
on such Distribution Date, (b) the principal portion of Net Partial Liquidation
Proceeds (other than Net Partial Liquidation Proceeds with respect to Exhibit F-
1 Mortgage Loans) (excluding any amount constituting Net Foreclosure Profits) of
each Mortgage Loan which became a Liquidated Loan during the month preceding the
month of such Distribution Date or (c) with respect to Exhibit F-1 Mortgage
Loans, Net Partial Liquidation Proceeds received during the Partial Liquidation
Receipt Period, would reduce the Class A Principal Balance below zero, the Class
A Prepayment Percentage for such Distribution Date shall be the percentage
necessary to bring the Class A Principal Balance to zero and thereafter the
Class A Prepayment Percentage shall be zero and (ii) if the Class A Percentage
as of any Distribution Date is greater than the Original Class A Percentage, the
Class A Prepayment Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, with respect to any Distribution Date on which
the following criteria are not met, the reduction of the Class A Prepayment
Percentage described in the second through sixth sentences of this definition of
Class A Prepayment Percentage shall not be applicable with respect to such
Distribution Date. In such event, the Class A Prepayment Percentage for such
Distribution Date will be determined in accordance with the applicable
provision, as set forth in the first through fifth sentences above, which was
actually used to determine the Class A Prepayment Percentage for the
Distribution Date occurring in the January preceding such Distribution Date (it
being understood that for the purposes of the determination of the Class A
Prepayment Percentage for the current Distribution Date, the current Class A
Percentage and Subordinated Percentage shall be utilized). In order for the
reduction referred to in the second through sixth sentences to be applicable,
with respect to any Distribution Date (a) the average outstanding principal
balance on such Distribution Date and for the preceding five Distribution Dates
on the Mortgage Loans that were delinquent 60 days or more (including for this
purpose any payments due with respect to Mortgage Loans in foreclosure and REO
Mortgage Loans) must be less than 50% of the sum of the current Class M
Principal Balance and the current Class B Principal Balance and (b) cumulative
Realized Losses shall not exceed (1) 30% of the Original Subordinated Principal
Balance if such Distribution Date occurs between and including February 2001 and
January 2002, (2) 35% of the Original Subordinated Principal Balance if such
Distribution Date occurs between and including February 2002 and January 2003,
<PAGE> 7
(3) 40% of the Original Subordinated Principal Balance if such Distribution Date
occurs between and including February 2003 and January 2004, (4) 45% of the
Original Subordinated Principal Balance if such Distribution Date occurs between
and including February 2004 and January 2005, and (5) 50% of the Original
Subordinated Principal Balance if such Distribution Date occurs during or after
February 2005. With respect to any Distribution Date on which the Class A
Prepayment Percentage is reduced below the Class A Prepayment Percentage for the
prior Distribution Date, the Master Servicer shall certify to the Trustee, based
upon information provided by each Servicer as to the Mortgage Loans serviced by
it that the criteria set forth in the preceding sentence are met.
Class_A_Principal_Balance: As of any date, an amount equal to the sum of the
Class A Subclass Principal Balances for the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates and Class A-R Certificate.
Class_A_Principal_Distribution_Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Class A Subclasses pursuant to
Paragraph third clause (A) of Section 4.01(a).
Class_A_Subclass: Any of the Subclasses of Class A Certificates consisting of
the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates and Class
A-R Certificate.
Class_A_Subclass_Distribution_Amount: As to any Distribution Date and any Class
A Subclass, the amount distributable to such Class A Subclass pursuant to
Paragraphs first, second and third clause (A) of Section 4.01(a).
Class_A_Subclass_Interest_Accrual_Amount: As to any Distribution Date and any
Class A Subclass, (i) the product of (a) 1/12th of the Class A Subclass Pass-
Through Rate for such Class A Subclass and (b) the Class A Subclass Principal
Balance of such Class A Subclass as of the Determination Date preceding such
Distribution Date minus (ii) the Class A Subclass Interest Percentage of such
Class A Subclass of (x) any Non-Supported Interest Shortfall allocated to the
Class A Certificates with respect to such Distribution Date, (y) the interest
portion of any Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses allocated to the Class A Certificates with respect to such
Distribution Date pursuant to Section 4.02(e) and (z) the interest portion of
any Realized Losses (other than Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses) allocated to the Class A Certificates on or
after the Cross-Over Date pursuant to Section 4.02(e).
Class_A_Subclass_Interest_Percentage: As to any Distribution Date and any Class
A Subclass, the percentage calculated by dividing the Class A Subclass Interest
Accrual Amount of such Class A Subclass (determined without regard to clause
(ii) of the definition thereof) by the Class A Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Class A
Subclass Interest Accrual Amount).
Class_A_Subclass_Interest_Shortfall_Amount: As to any Distribution Date and any
Subclass of Class A Certificates, any amount by which the Class A Subclass
Interest Accrual Amount of such Class A Subclass with respect to such
Distribution Date exceeds the amount distributed in respect of such Class A
Subclass on such Distribution Date pursuant to Paragraph first of Section
4.01(a).
<PAGE> 8
Class_A_Subclass_Loss_Percentage: As to any Determination Date and any Subclass
of Class A Certificates then outstanding, the percentage calculated by dividing
the Class A Subclass Principal Balance of such Subclass by the Class A Loss
Denominator (determined without regard to any Class A Subclass Principal Balance
of any Subclass of Class A Certificates not then outstanding), in each case
determined as of the preceding Determination Date.
Class_A_Subclass_Pass-Through_Rate: As to each Class A Subclass other than the
Class A-1 and Class A-2 Certificates, the Class A Fixed Pass-Through Rate. As
to the Class A-1 Certificates, 7.40% per annum. As to the Class A-2
Certificates, 6.61% per annum.
Class_A_Subclass_Principal_Balance: As of the first Determination Date and as
to any Class A Subclass, the Original Class A Subclass Principal Balance of such
Class A Subclass. As of any subsequent Determination Date prior to the Cross-
Over Date and as to any Class A Subclass the Original Class A Subclass Principal
Balance of such Class A Subclass less the sum of (a) all amounts previously
distributed in respect of such Class A Subclass on prior Distribution Dates (A)
pursuant to Paragraph third clause (A) of Section 4.01(a) and (B) as a result of
a Principal Adjustment and (b) all amounts previously allocated to such Class A
Subclass with respect to prior Distribution Dates pursuant to Section 4.02(b).
After the Cross-Over Date, each Class A Subclass Principal Balance will also be
reduced on each Determination Date by an amount equal to the product of the
Class A Subclass Loss Percentage of such Class A Subclass and the excess, if
any, of (i) the Class A Principal Balance for such Determination Date without
regard to this sentence over (ii) the difference between (A) the Adjusted Pool
Amount for the preceding Distribution Date and (B) the Adjusted Pool Amount
(Class AP Portion) for the preceding Distribution Date.
Class_A_Subclass_Shortfall_Percentage: As to any Distribution Date and Class A
Subclass, the percentage calculated by dividing the Class A Subclass Unpaid
Interest Shortfall for such Class A Subclass by the Class A Unpaid Interest
Shortfall, in each case determined as of the day preceding the applicable
Distribution Date.
Class_A_Subclass_Unpaid_Interest_Shortfall: As to any Distribution Date and
Class A Subclass, the amount, if any, by which the aggregate of the Class A
Subclass Interest Shortfall Amounts for such Class A Subclass for prior
Distribution Dates is in excess of the amounts distributed in respect of such
Class A Subclass on prior Distribution Dates pursuant to Paragraph second of
Section 4.01(a).
Class_A_Unpaid_Interest_Shortfall: As to any Distribution Date, an amount equal
to the sum of the Class A Subclass Unpaid Interest Shortfalls for all the Class
A Subclasses.
Class_A_Voting_Interest: The product of (i) the then applicable Class A
Percentage and (ii) the Classes A/M/B Voting Interest.
Class_A-1_Certificate: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-1 and Exhibit D hereto.
Class_A-1_Certificateholder: The registered holder of a Class A-1 Certificate.
Class_A-2_Certificate: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-2 and Exhibit D hereto.
<PAGE> 9
Class_A-2_Certificateholder: The registered holder of a Class A-2 Certificate.
Class_A-3_Certificate: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-3 and Exhibit D hereto.
Class_A-3_Certificateholder: The registered holder of a Class A-3 Certificate.
Class_A-4_Certificate: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-4 and Exhibit D hereto.
Class_A-4_Certificateholder: The registered holder of a Class A-4 Certificate.
Class_A-5_Certificate: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-5 and Exhibit D hereto.
Class_A-5_Certificateholder: The registered holder of a Class A-5 Certificate.
Class_A-6_Certificate: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-6 and Exhibit D hereto.
Class_A-6_Certificateholder: The registered holder of a Class A-6 Certificate
Class_A-6_Percentage: The Class A Subclass Principal Balance of the Class A-6
Certificates divided by the Pool Balance (Classes A/M/B Portion).
Class_A-6_Prepayment_Shift_Percentage for any Distribution Date will be the
percentage indicated below:
Distribution Date Occurring In Class A-6 Prepayment
Shift Percentage
February 1996 through January 2001 0%
February 2001 through January 2002 30%
February 2002 through January 2003 40%
February 2003 through January 2004 60%
February 2004 through January 2005 80%
February 2005 and thereafter 100%
Class_A-6_Priority_Amount: For any Distribution Date, the lesser of (i) the
Class A Subclass Principal Balance of the Class A-6 Certificates and (ii) the
sum of (A) the product of (1) the Class A-6 Percentage and (2) the Scheduled
Principal Amount and (B) the product of (1) the Class A-6 Percentage, (2) the
Class A-6 Prepayment Shift Percentage, and (3) the Unscheduled Principal Amount.
Class_A-R_Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-R and Exhibit D hereto.
Class_A-R_Certificateholder: The registered holder of the Class A-R
Certificate.
Class_AP_Certificate: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit C and Exhibit D hereto.
<PAGE> 10
Class_AP_Certificateholder: The registered holder of a Class AP Certificate.
Class_AP_Deferred_Amount: For any Distribution Date prior to the Cross-Over
Date, the difference between (A) the sum of (i) the amount by which the sum of
the Class AP Optimal Principal Amounts for all prior Distribution Dates exceeded
the amounts distributed on the Class AP Certificates on such prior Distribution
Dates pursuant to Paragraph third clause (B) of Section 4.01(a) and (ii) the sum
of the product for each Discount Mortgage Loan which became a Liquidated Loan in
any month preceding the month of the current Distribution Date of (a) the Class
AP Fraction for such Discount Mortgage Loan and (b) an amount equal to the
principal portion of Realized Losses (other than Bankruptcy Losses due to Debt
Service Reductions) incurred with respect to such Mortgage Loan other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
and (B) amounts distributed on the Class AP Certificates on prior Distribution
Dates pursuant to Paragraph fourth of Section 4.01(a). On or after the Cross-
Over Date, the Class AP Deferred Amount will be zero. No interest will accrue
on any Class AP Deferred Amount.
Class_AP_Distribution_Amount: As to any Distribution Date, the aggregate amount
distributable to the Class AP Certificates pursuant to Paragraphs third clause
(B) and fourth of Section 4.01(a) on such Distribution Date.
Class_AP_Fraction: With respect to any Discount Mortgage Loan, the difference
between 1.0 and the Classes A/M/B Fraction for such Mortgage Loan; with respect
to any other Mortgage Loan, zero.
Class_AP_Optimal_Principal_Amount: As to any Distribution Date, an amount equal
to the sum as to each Outstanding Mortgage Loan, of the product of (x) the Class
AP Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due Date
occurring in the month of such Distribution Date on such Mortgage Loan, less (B)
if the Bankruptcy Loss Amount has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Scheduled Principal Balance of each Mortgage Loan that was
repurchased by the Seller during such preceding month pursuant to Section 2.02
or 2.03, net of any unreimbursed Periodic Advances in respect of principal
previously made by the Servicer, Master Servicer or Trustee with respect to such
Mortgage Loan;
(iii) (a) the aggregate Net Liquidation Proceeds (other than, with respect to
an Exhibit F-1 Mortgage Loan, Net Partial Liquidation Proceeds) of any such
Mortgage Loan that became a Liquidated Loan in the month preceding the month of
such Distribution Date (excluding the portion thereof, if any, constituting Net
Foreclosure Profits) less the sum of (A) any unreimbursed Periodic Advances in
respect of principal previously made by the Servicer, Master Servicer or Trustee
with respect to such Liquidated Loan and (B) the portion of the Net Liquidation
Proceeds allocable to interest and (b) with respect to an Exhibit F-1 Mortgage
Loan, the aggregate Net Partial Liquidation Proceeds on any such Mortgage Loan
received by PHMC, as Servicer, during the related Partial Liquidation Receipt
Period, less the sum of (A) the amounts allocable to principal of any
unreimbursed Periodic Advances previously made by PHMC, as Servicer, the Master
Servicer or the Trustee and (B) the portion of the Net Partial Liquidation
Proceeds allocable to interest;
(iv) the Scheduled Principal Balance of such Mortgage Loan if such Mortgage
Loan was the subject of a Prepayment in Full (a) during the month preceding the
<PAGE> 11
month in which such Distribution Date occurs with respect to any Exhibit F-2
Mortgage Loan or (b) during the period from and including the Determination Date
in the month preceding the month of such Distribution Date up to (but not
including) the Determination Date occurring in the month of such Distribution
Date with respect to any Exhibit F-1 Mortgage Loan;
(v) all partial principal prepayments (a) received with respect to any
Exhibit F-2 Mortgage Loan during the month preceding the month in which such
Distribution Date occurs and (b) received with respect to any Exhibit F-1
Mortgage Loan on or after the Determination Date occurring in the month
preceding the month in which such Distribution Date occurs and prior to the
Determination Date occurring in the month in which such Distribution Date
occurs; and
(vi) the difference between the unpaid principal balance of such Mortgage
Loan substituted for a defective Mortgage Loan during the month preceding the
month in which such Distribution Date occurs and the unpaid principal balance of
such defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the Servicer, the
Master Servicer or the Trustee in respect of such defective Mortgage Loan.
Class_AP_Principal_Balance: As to the first Determination Date, the Original
Class AP Principal Balance. As of any subsequent Determination Date prior to
the Cross-Over Date, the Original Class AP Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class AP Certificates on
prior Distribution Dates pursuant to Paragraphs third clause (B) and fourth of
Section 4.01(a) and (b) the Realized Losses previously allocated to the Class AP
Certificates pursuant to Section 4.02(b). On or after the Cross-Over Date, the
Class AP Principal Balance will also be reduced on each Determination Date by an
amount equal to the difference, if any, between the Class AP Principal Balance
as of such Determination Date and the Adjusted Pool Amount (Class AP Portion) as
of the preceding Distribution Date.
Class_B_Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates or Class B-5
Certificates.
Class_B_Certificateholder: The registered holder of a Class B Certificate.
Class_B_Interest_Accrual_Amount: As to any Distribution Date, the sum of the
Class B Subclass Interest Accrual Amounts with respect to such Distribution
Date.
Class_B_Pass-Through_Rate: As to any Distribution Date, 7.00% per annum.
Class_B_Principal_Balance: As of any date, an amount equal to the sum of the
Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal
Balance, Class B-4 Principal Balance and Class B-5 Principal Balance.
Class_B_Subclass: Any of the Class B-1 Certificates, Class B-2 Certificates,
Class B-3 Certificates, Class B-4 Certificates or Class B-5 Certificates.
Class_B_Subclass_Distribution_Amount: Any of the Class B-1, Class B-2, Class B-
3, Class B-4 or Class B-5 Distribution Amounts.
Class_B_Subclass_Interest_Accrual_Amount: As to any Distribution Date and any
Class B Subclass, an amount equal to (i) the product of 1/12th of the Class B
Pass-Through Rate and the Class B Subclass Principal Balance of such Class B
<PAGE> 12
Subclass as of the Determination Date preceding such Distribution Date minus
(ii) the Class B Subclass Interest Percentage of such Class B Subclass of (x)
any Non-Supported Interest Shortfall allocated to the Class B Certificates with
respect to such Distribution Date and (y) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
Class_B_Subclass_Interest_Percentage: As to any Distribution Date and any Class
B Subclass, the percentage calculated by dividing the Class B Subclass Interest
Accrual Amount of such Class B Subclass (determined without regard to clause
(ii) of the definition thereof) by the Class B Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Class B
Subclass Interest Accrual Amount).
Class_B_Subclass_Interest_Shortfall_Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount or Class B-5 Interest
Shortfall Amount.
Class_B_Subclass_Loss_Percentage: As to any Determination Date and any Class B
Subclass then-outstanding, the percentage calculated by dividing the Class B
Subclass Principal Balance of such Class B Subclass by the Class B Principal
Balance (determined without regard to any Class B Subclass Principal Balance of
any Class B Subclass not then outstanding), in each case determined as of the
preceding Determination Date.
Class_B_Subclass_Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage or Class B-5 Percentage.
Class_B_Subclass_Prepayment_Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage or Class B-5 Prepayment Percentage.
Class_B_Subclass_Principal_Balance: Any of the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance or Class B-5 Principal Balance.
Class_B_Subclass_Unpaid_Interest_Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall or Class B-5 Unpaid
Interest Shortfall.
Class_B-1_Certificate: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-1 and Exhibit D hereto.
Class_B-1_Certificateholder: The registered holder of a Class B-1 Certificate.
Class_B-1_Distribution_Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
Class_B-1_Interest_Shortfall_Amount: As to any Distribution Date, any amount by
which the Class B Subclass Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a).
<PAGE> 13
Class_B-1_Optimal_Principal_Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Classes A/M/B Fraction with respect to such Mortgage Loan and (y) the sum
of:
(i) the Class B-1 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution Date on
such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of the Scheduled Principal Balance
of each Mortgage Loan that was repurchased by the Seller during such preceding
month pursuant to Section 2.02 or 2.03, net of any unreimbursed Periodic
Advances in respect of principal previously made by the Servicer, Master
Servicer or Trustee with respect to such Mortgage Loan;
(iii) the Class B-1 Prepayment Percentage of (a) the aggregate Net
Liquidation Proceeds (other than, with respect to an Exhibit F-1 Mortgage Loan,
Net Partial Liquidation Proceeds) of any such Mortgage Loan that became a
Liquidated Loan in the month preceding the month of such Distribution Date
(excluding the portion thereof, if any, constituting Net Foreclosure Profits)
less the sum of (A) any unreimbursed Periodic Advances in respect of principal
previously made by the Servicer, the Master Servicer or the Trustee with respect
to such Liquidated Loan and (B) the portion of the Net Liquidation Proceeds
allocable to interest and (b) with respect to an Exhibit F-1 Mortgage Loan, the
aggregate Net Partial Liquidation Proceeds on any such Mortgage Loan received by
PHMC, as Servicer, during the related Partial Liquidation Receipt Period, less
the sum of (A) the amounts allocable to principal of any unreimbursed Periodic
Advances previously made by PHMC, as Servicer, the Master Servicer or the
Trustee and (B) the portion of the Net Partial Liquidation Proceeds allocable to
interest;
(iv) the Class B-1 Prepayment Percentage of the Scheduled Principal Balance
of such Mortgage Loan if such Mortgage Loan was the subject of a Prepayment in
Full (a) during the month preceding the month in which such Distribution Date
occurs with respect to any Exhibit F-2 Mortgage Loan or (b) during the period
from and including the Determination Date in the month preceding the month of
such Distribution Date up to (but not including) the Determination Date
occurring in the month of such Distribution Date with respect to any Exhibit F-1
Mortgage Loan;
(v) the Class B-1 Prepayment Percentage of all partial principal prepayments
(a) received with respect to any Exhibit F-2 Mortgage Loan during the month
preceding the month in which such Distribution Date occurs and (b) received with
respect to any Exhibit F-1 Mortgage Loan on or after the Determination Date
occurring in the month preceding the month in which such Distribution Date
occurs and prior to the Determination Date occurring in the month in which such
Distribution Date occurs; and
(vi) the Class B-1 Prepayment Percentage of the difference between the unpaid
principal balance of such Mortgage Loan substituted for a defective Mortgage
Loan during the month preceding the month in which such Distribution Date occurs
and the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the Servicer, the Master Servicer or the Trustee in respect
of such defective Mortgage Loan; provided, however, that if an Optimal
Adjustment Event occurs with respect to such Subclass and such Distribution
<PAGE> 14
Date, the Class B-1 Optimal Principal Amount will equal the lesser of (A) the
Class B-1 Optimal Principal Amount calculated as described in the preceding
provisions and (B) the Adjusted Principal Balance for the Class B-1
Certificates.
Class_B-1_Percentage: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-1 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-1 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-1
Percentage for such Distribution Date will be zero.
Class_B-1_Prepayment_Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-1 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-1
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-1 Percentage for such
Distribution Date will be zero.
Class_B-1_Principal_Balance: As to the first Determination Date, the Original
Class B-1 Principal Balance. As of any subsequent Determination Date, the
lesser of (i) the Original Class B-1 Principal Balance less the sum of (a) all
amounts previously distributed in respect of the Class B-1 Certificates on prior
Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and (B) as
a result of a Principal Adjustment and (b) the Realized Losses previously
allocated to the Class B-1 Certificates pursuant to Section 4.02(b) and (ii) the
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Class A Principal Balance, the Class AP Principal Balance and the Class M
Principal Balance as of such Determination Date.
Class_B-1_Unpaid_Interest_Shortfall: As to any Distribution Date, the amount,
if any, by which the aggregate of the Class B-1 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-1 Certificates on prior Distribution Dates pursuant to Paragraph
ninth of Section 4.01(a).
Class_B-2_Certificate: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-2 and Exhibit D hereto.
Class_B-2_Certificateholder: The registered holder of a Class B-2 Certificate.
Class_B-2_Distribution_Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
<PAGE> 15
Class_B-2_Interest_Shortfall_Amount: As to any Distribution Date, any amount by
which the Class B Subclass Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a).
Class_B-2_Optimal_Principal_Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Classes A/M/B Fraction with respect to such Mortgage Loan and (y) the sum
of:
(i) the Class B-2 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution Date on
such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of the Scheduled Principal Balance
of each Mortgage Loan that was repurchased by the Seller during such preceding
month pursuant to Section 2.02 or 2.03, net of any unreimbursed Periodic
Advances in respect of principal previously made by the Servicer, Master
Servicer or Trustee with respect to such Mortgage Loan;
(iii) the Class B-2 Prepayment Percentage of (a) the aggregate Net
Liquidation Proceeds (other than, with respect to an Exhibit F-1 Mortgage Loan,
Net Partial Liquidation Proceeds) of any such Mortgage Loan that became a
Liquidated Loan in the month preceding the month of such Distribution Date
(excluding the portion thereof, if any, constituting Net Foreclosure Profits)
less the sum of (A) any unreimbursed Periodic Advances in respect of principal
previously made by the Servicer, the Master Servicer or the Trustee with respect
to such Liquidated Loan and (B) the portion of the Net Liquidation Proceeds
allocable to interest and (b) with respect to an Exhibit F-1 Mortgage Loan, the
aggregate Net Partial Liquidation Proceeds on any such Mortgage Loan received by
PHMC, as Servicer, during the related Partial Liquidation Receipt Period, less
the sum of (A) the amounts allocable to principal of any unreimbursed Periodic
Advances previously made by PHMC, as Servicer, the Master Servicer or the
Trustee and (B) the portion of the Net Partial Liquidation Proceeds allocable to
interest;
(iv) the Class B-2 Prepayment Percentage of the Scheduled Principal Balance
of such Mortgage Loan if such Mortgage Loan was the subject of a Prepayment in
Full (a) during the month preceding the month in which such Distribution Date
occurs with respect to any Exhibit F-2 Mortgage Loan or (b) during the period
from and including the Determination Date in the month preceding the month of
such Distribution Date up to (but not including) the Determination Date
occurring in the month of such Distribution Date with respect to any Exhibit F-1
Mortgage Loan;
(v) the Class B-2 Prepayment Percentage of all partial principal prepayments
(a) received with respect to any Exhibit F-2 Mortgage Loan during the month
preceding the month in which such Distribution Date occurs and (b) received with
respect to any Exhibit F-1 Mortgage Loan on or after the Determination Date
occurring in the month preceding the month in which such Distribution Date
occurs and prior to the Determination Date occurring in the month in which such
Distribution Date occurs; and
(vi) the Class B-2 Prepayment Percentage of the difference between the unpaid
principal balance of such Mortgage Loan substituted for a defective Mortgage
<PAGE> 16
Loan during the month preceding the month in which such Distribution Date occurs
and the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the Servicer, the Master Servicer or the Trustee in respect
of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class_B-2_Percentage: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Percentage for such Distribution Date will be zero.
Class_B-2_Prepayment_Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Prepayment Percentage for such
Distribution Date will be zero.
Class_B-2_Principal_Balance: As to the first Determination Date, the Original
Class B-2 Principal Balance. As of any subsequent Determination Date, the
lesser of (i) the Original Class B-2 Principal Balance less the sum of (a) all
amounts previously distributed in respect of the Class B-2 Certificates on prior
Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses previously
allocated to the Class B-2 Certificates pursuant to Section 4.02(b) and (ii) the
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Class A Principal Balance, the Class AP Principal Balance, the Class M Principal
Balance and the Class B-1 Principal Balance as of such Determination Date.
Class_B-2_Unpaid_Interest_Shortfall: As to any Distribution Date, the amount,
if any, by which the aggregate of the Class B-2 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-2 Certificates on prior Distribution Dates pursuant to Paragraph
twelfth of Section 4.01(a).
Class_B-3_Certificate: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-3 and Exhibit D hereto.
<PAGE> 17
Class_B-3_Certificateholder: The registered holder of a Class B-3 Certificate.
Class_B-3_Distribution_Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs fourteenth, fifteenth and sixteenth of Section 4.01(a).
Class_B-3_Interest_Shortfall_Amount: As to any Distribution Date, any amount by
which the Class B Subclass Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a).
Class_B-3_Optimal_Principal_Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Classes A/M/B Fraction with respect to such Mortgage Loan and (y) the sum
of:
(i) the Class B-3 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution Date on
such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of the Scheduled Principal Balance
of each Mortgage Loan that was repurchased by the Seller during such preceding
month pursuant to Section 2.02 or 2.03, net of any unreimbursed Periodic
Advances in respect of principal previously made by the Servicer, Master
Servicer or Trustee with respect to such Mortgage Loan;
(iii) the Class B-3 Prepayment Percentage of (a) the aggregate Net
Liquidation Proceeds (other than, with respect to an Exhibit F-1 Mortgage Loan,
Net Partial Liquidation Proceeds) of any such Mortgage Loan that became a
Liquidated Loan in the month preceding the month of such Distribution Date
(excluding the portion thereof, if any, constituting Net Foreclosure Profits)
less the sum of (A) any unreimbursed Periodic Advances in respect of principal
previously made by the Servicer, the Master Servicer or the Trustee with respect
to such Liquidated Loan and (B) the portion of the Net Liquidation Proceeds
allocable to interest and (b) with respect to an Exhibit F-1 Mortgage Loan, the
aggregate Net Partial Liquidation Proceeds on any such Mortgage Loan received by
PHMC, as Servicer, during the related Partial Liquidation Receipt Period, less
the sum of (A) the amounts allocable to principal of any unreimbursed Periodic
Advances previously made by PHMC, as Servicer, the Master Servicer or the
Trustee and (B) the portion of the Net Partial Liquidation Proceeds allocable to
interest;
(iv) the Class B-3 Prepayment Percentage of the Scheduled Principal Balance
of such Mortgage Loan if such Mortgage Loan was the subject of a Prepayment in
Full (a) during the month preceding the month in which such Distribution Date
occurs with respect to any Exhibit F-2 Mortgage Loan or (b) during the period
from and including the Determination Date in the month preceding the month of
such Distribution Date up to (but not including) the Determination Date
occurring in the month of such Distribution Date with respect to any Exhibit F-1
Mortgage Loan;
(v) the Class B-3 Prepayment Percentage of all partial principal prepayments
(a) received with respect to any Exhibit F-2 Mortgage Loan during the month
preceding the month in which such Distribution Date occurs and (b) received with
respect to any Exhibit F-1 Mortgage Loan on or after the Determination Date
<PAGE> 18
occurring in the month preceding the month in which such Distribution Date
occurs and prior to the Determination Date occurring in the month in which such
Distribution Date occurs; and
(vi) the Class B-3 Prepayment Percentage of the difference between the unpaid
principal balance of such Mortgage Loan substituted for a defective Mortgage
Loan during the month preceding the month in which such Distribution Date occurs
and the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the Servicer, the Master Servicer or the Trustee in respect
of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class_B-3_Percentage: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Percentage for such Distribution Date will be zero.
Class_B-3_Prepayment_Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Prepayment Percentage for such
Distribution Date will be zero.
Class_B-3_Principal_Balance: As to the first Determination Date, the Original
Class B-3 Principal Balance. As of any subsequent Determination Date, the
lesser of (i) the Original Class B-3 Principal Balance less the sum of (a) all
amounts previously distributed in respect of the Class B-3 Certificates on prior
Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses previously
allocated to the Class B-3 Certificates pursuant to Section 4.02(b) and (ii) the
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Class A Principal Balance, the Class AP Principal Balance, the Class M Principal
Balance, the Class B-1 Principal Balance and the Class B-2 Principal Balance as
of such Determination Date.
Class_B-3_Unpaid_Interest_Shortfall: As to any Distribution Date, the amount,
if any, by which the aggregate of the Class B-3 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
<PAGE> 19
the Class B-3 Certificates on prior Distribution Dates pursuant to Paragraph
fifteenth of Section 4.01(a).
Class_B-4_Certificate: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-4 and Exhibit D hereto.
Class_B-4_Certificateholder: The registered holder of a Class B-4 Certificate.
Class_B-4_Distribution_Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs seventeenth, eighteenth and nineteenth of Section 4.01(a).
Class_B-4_Interest_Shortfall_Amount: As to any Distribution Date, any amount by
which the Class B Subclass Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a).
Class_B-4_Optimal_Principal_Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Classes A/M/B Fraction with respect to such Mortgage Loan and (y) the sum
of:
(i) the Class B-4 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution Date on
such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of the Scheduled Principal Balance
of each Mortgage Loan that was repurchased by the Seller during such preceding
month pursuant to Section 2.02 or 2.03, net of any unreimbursed Periodic
Advances in respect of principal previously made by the Servicer, Master
Servicer or Trustee with respect to such Mortgage Loan;
(iii) the Class B-4 Prepayment Percentage of (a) the aggregate Net
Liquidation Proceeds (other than, with respect to an Exhibit F-1 Mortgage Loan,
Net Partial Liquidation Proceeds) of any such Mortgage Loan that became a
Liquidated Loan in the month preceding the month of such Distribution Date
(excluding the portion thereof, if any, constituting Net Foreclosure Profits)
less the sum of (A) any unreimbursed Periodic Advances in respect of principal
previously made by the Servicer, the Master Servicer or the Trustee with respect
to such Liquidated Loan and (B) the portion of the Net Liquidation Proceeds
allocable to interest and (b) with respect to an Exhibit F-1 Mortgage Loan, the
aggregate Net Partial Liquidation Proceeds on any such Mortgage Loan received by
PHMC, as Servicer, during the related Partial Liquidation Receipt Period, less
the sum of (A) the amounts allocable to principal of any unreimbursed Periodic
Advances previously made by PHMC, as Servicer, the Master Servicer or the
Trustee and (B) the portion of the Net Partial Liquidation Proceeds allocable to
interest;
(iv) the Class B-4 Prepayment Percentage of the Scheduled Principal Balance
of such Mortgage Loan if such Mortgage Loan was the subject of a Prepayment in
Full (a) during the month preceding the month in which such Distribution Date
occurs with respect to any Exhibit F-2 Mortgage Loan or (b) during the period
from and including the Determination Date in the month preceding the month of
such Distribution Date up to (but not including) the Determination Date
<PAGE> 20
occurring in the month of such Distribution Date with respect to any Exhibit F-1
Mortgage Loan;
(v) the Class B-4 Prepayment Percentage of all partial principal prepayments
(a) received with respect to any Exhibit F-2 Mortgage Loan during the month
preceding the month in which such Distribution Date occurs and (b) received with
respect to any Exhibit F-1 Mortgage Loan on or after the Determination Date
occurring in the month preceding the month in which such Distribution Date
occurs and prior to the Determination Date occurring in the month in which such
Distribution Date occurs; and
(vi) the Class B-4 Prepayment Percentage of the difference between the unpaid
principal balance of such Mortgage Loan substituted for a defective Mortgage
Loan during the month preceding the month in which such Distribution Date occurs
and the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the Servicer, the Master Servicer or the Trustee in respect
of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class_B-4_Percentage: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Percentage for such Distribution Date will be zero.
Class_B-4_Prepayment_Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Prepayment Percentage for such
Distribution Date will be zero.
Class_B-4_Principal_Balance: As to the first Determination Date, the Original
Class B-4 Principal Balance. As of any subsequent Determination Date, the
lesser of (i) the Original Class B-4 Principal Balance less the sum of (a) all
amounts previously distributed in respect of the Class B-4 Certificates on prior
Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses previously
allocated to the Class B-4 Certificates pursuant to Section 4.02(b) and (ii) the
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
<PAGE> 21
Class A Principal Balance, the Class AP Principal Balance, the Class M Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance and
the Class B-3 Principal Balance as of such Determination Date.
Class_B-4_Unpaid_Interest_Shortfall: As to any Distribution Date, the amount,
if any, by which the aggregate of the Class B-4 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-4 Certificates on prior Distribution Dates pursuant to Paragraph
eighteenth of Section 4.01(a).
Class_B-5_Certificate: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-5 and Exhibit D hereto.
Class_B-5_Certificateholder: The registered holder of a Class B-5 Certificate.
Class_B-5_Distribution_Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs twentieth, twenty-first, and twenty-second of Section 4.01(a).
Class_B-5_Interest_Shortfall_Amount: As to any Distribution Date, any amount by
which the Class B Subclass Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a).
Class_B-5_Optimal_Principal_Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Classes A/M/B Fraction with respect to such Mortgage Loan and (y) the sum
of:
(i) the Class B-5 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution Date on
such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of the Scheduled Principal Balance
of each Mortgage Loan that was repurchased by the Seller during such preceding
month pursuant to Section 2.02 or 2.03, net of any unreimbursed Periodic
Advances in respect of principal previously made by the Servicer, Master
Servicer or Trustee with respect to such Mortgage Loan;
(iii) the Class B-5 Prepayment Percentage of (a) the aggregate Net
Liquidation Proceeds (other than, with respect to an Exhibit F-1 Mortgage Loan,
Net Partial Liquidation Proceeds) of any such Mortgage Loan that became a
Liquidated Loan in the month preceding the month of such Distribution Date
(excluding the portion thereof, if any, constituting Net Foreclosure Profits)
less the sum of (A) any unreimbursed Periodic Advances in respect of principal
previously made by the Servicer, the Master Servicer or the Trustee with respect
to such Liquidated Loan and (B) the portion of the Net Liquidation Proceeds
allocable to interest and (b) with respect to an Exhibit F-1 Mortgage Loan, the
aggregate Net Partial Liquidation Proceeds on any such Mortgage Loan received by
PHMC, as Servicer, during the related Partial Liquidation Receipt Period, less
the sum of (A) the amounts allocable to principal of any unreimbursed Periodic
Advances previously made by PHMC, as Servicer, the Master Servicer or the
Trustee and (B) the portion of the Net Partial Liquidation Proceeds allocable to
interest;
<PAGE> 22
(iv) the Class B-5 Prepayment Percentage of the Scheduled Principal Balance
of such Mortgage Loan if such Mortgage Loan was the subject of a Prepayment in
Full (a) during the month preceding the month in which such Distribution Date
occurs with respect to any Exhibit F-2 Mortgage Loan or (b) during the period
from and including the Determination Date in the month preceding the month of
such Distribution Date up to (but not including) the Determination Date
occurring in the month of such Distribution Date with respect to any Exhibit F-1
Mortgage Loan;
(v) the Class B-5 Prepayment Percentage of all partial principal prepayments
(a) received with respect to any Exhibit F-2 Mortgage Loan during the month
preceding the month in which such Distribution Date occurs and (b) received with
respect to any Exhibit F-1 Mortgage Loan on or after the Determination Date
occurring in the month preceding the month in which such Distribution Date
occurs and prior to the Determination Date occurring in the month in which such
Distribution Date occurs; and
(vi) the Class B-5 Prepayment Percentage of the difference between the unpaid
principal balance of such Mortgage Loan substituted for a defective Mortgage
Loan during the month preceding the month in which such Distribution Date occurs
and the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the Servicer, the Master Servicer or the Trustee in respect
of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class_B-5_Percentage: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Percentage for such Distribution Date will be zero.
Class_B-5_Prepayment_Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Prepayment Percentage for such
Distribution Date will be zero.
<PAGE> 23
Class_B-5_Principal_Balance: As to the first Determination Date, the Original
Class B-5 Principal Balance. As of any subsequent Determination Date, the
lesser of (i) the Original Class B-5 Principal Balance less the sum of (a) all
amounts previously distributed in respect of the Class B-5 Certificates on prior
Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a) and
(b) the Realized Losses previously allocated to the Class B-5 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class AP Principal Balance, the Class M Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance and the Class B-4 Principal Balance as of such Determination Date.
Class_B-5_Unpaid_Interest_Shortfall: As to any Distribution Date, the amount,
if any, by which the aggregate of the Class B-5 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-5 Certificates on prior Distribution Dates pursuant to Paragraph
twenty-first of Section 4.01(a).
Class_M_Certificate: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit C and Exhibit D hereto.
Class_M_Certificateholder: The registered holder of a Class M Certificate.
Class_M_Distribution_Amount: As to any Distribution Date, the aggregate amount
distributable to the Class M Certificates pursuant to Paragraphs fifth, sixth,
and seventh of Section 4.01(a) on such Distribution Date.
Class_M_Interest_Accrual_Amount: As to any Distribution Date, an amount equal
to (i) the product of 1/12th of the Class M Pass-Through Rate and the Class M
Principal Balance as of the Determination Date preceding such Distribution Date
minus (ii) (x) any Non-Supported Interest Shortfall allocated to the Class M
Certificates with respect to such Distribution Date and (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class M Certificates with respect to such Distribution
Date pursuant to Section 4.02(e).
Class_M_Interest_Shortfall_Amount: As to any Distribution Date, any amount by
which the Class M Interest Accrual Amount with respect to such Distribution Date
exceeds the amount distributed in respect of the Class M Certificates pursuant
to Paragraph fifth of Section 4.01(a).
Class_M_Optimal_Principal_Amount: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Classes A/M/B Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class M Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution Date on
such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class M Prepayment Percentage of the Scheduled Principal Balance of
each Mortgage Loan that was repurchased by the Seller during such preceding
month pursuant to Section 2.02 or 2.03, net of any unreimbursed Periodic
Advances in respect of principal previously made by the Servicer, Master
Servicer or Trustee with respect to such Mortgage Loan;
<PAGE> 24
(iii) the Class M Prepayment Percentage of (a) the aggregate Net Liquidation
Proceeds (other than, with respect to an Exhibit F-1 Mortgage Loan, Net Partial
Liquidation Proceeds) of any such Mortgage Loan that became a Liquidated Loan in
the month preceding the month of such Distribution Date (excluding the portion
thereof, if any, constituting Net Foreclosure Profits) less the sum of (A) any
unreimbursed Periodic Advances in respect of principal previously made by the
Servicer, the Master Servicer or the Trustee with respect to such Liquidated
Loan and (B) the portion of the Net Liquidation Proceeds allocable to interest
and (b) with respect to an Exhibit F-1 Mortgage Loan, the aggregate Net Partial
Liquidation Proceeds on any such Mortgage Loan received by PHMC, as Servicer,
during the related Partial Liquidation Receipt Period, less the sum of (A) the
amounts allocable to principal of any unreimbursed Periodic Advances previously
made by PHMC, as Servicer, the Master Servicer or the Trustee and (B) the
portion of the Net Partial Liquidation Proceeds allocable to interest;
(iv) the Class M Prepayment Percentage of the Scheduled Principal Balance of
such Mortgage Loan if such Mortgage Loan was the subject of a Prepayment in Full
(a) during the month preceding the month in which such Distribution Date occurs
with respect to any Exhibit F-2 Mortgage Loan or (b) during the period from and
including the Determination Date in the month preceding the month of such
Distribution Date up to (but not including) the Determination Date occurring in
the month of such Distribution Date with respect to any Exhibit F-1 Mortgage
Loan;
(v) the Class M Prepayment Percentage of all partial principal prepayments
(a) received with respect to any Exhibit F-2 Mortgage Loan during the month
preceding the month in which such Distribution Date occurs and (b) received with
respect to any Exhibit F-1 Mortgage Loan on or after the Determination Date
occurring in the month preceding the month in which such Distribution Date
occurs and prior to the Determination Date occurring in the month in which such
Distribution Date occurs; and
(vi) the Class M Prepayment Percentage of the difference between the unpaid
principal balance of such Mortgage Loan substituted for a defective Mortgage
Loan during the month preceding the month in which such Distribution Date occurs
and the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the Servicer, the Master Servicer or the Trustee in respect
of such defective Mortgage Loan.
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class M Optimal Principal Amount will
equal the lesser of (A) the Class M Optimal Principal Amount calculated as
described in the preceding provisions and (B) the Adjusted Principal Balance for
the Class M Certificates.
Class_M_Pass-Through_Rate: As to any Distribution Date, 7.00% per annum.
Class_M_Percentage: As to any Distribution Date, the percentage calculated by
multiplying the Subordinated Percentage by either (a) if the Class B
Certificates are eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
<PAGE> 25
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class_M_Prepayment_Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Prepayment Percentage by either (a)
if the Class B Certificates are eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class_M_Principal_Balance: As to the first Determination Date, the Original
Class M Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class M Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class M Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a) and (B)
as a result of a Principal Adjustment and (b) the Realized Losses previously
allocated to the Class M Certificates pursuant to Section 4.02(b) and (ii) the
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Class A Principal Balance and the Class AP Principal Balance as of such
Determination Date.
Class_M_Unpaid_Interest_Shortfall: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class M Interest Shortfall Amounts for prior
Distribution Dates is in excess of the amounts distributed in respect of the
Class M Certificates on prior Distribution Dates pursuant to Paragraph sixth of
Section 4.01(a).
Classes_A/M/B_Fraction: With respect to any Mortgage Loan, the quotient
obtained by dividing the Net Mortgage Interest Rate for such Mortgage Loan by
7.00%.
Classes_A/M/B_Voting_Interest: The ratio obtained by dividing the Pool Balance
(Classes A/M/B Portion) by the sum of the Pool Balance (Classes A/M/B Portion)
and the Pool Balance (Class AP Portion).
Clearing_Agency: An organization registered as a "clearing agency" pursuant to
Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
Clearing_Agency_Participant: A broker, dealer, bank, financial institution or
other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
Closing_Date: The date of initial issuance of the Certificates, as set forth in
Section 11.24.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
Co-op_Shares: Shares issued by private non-profit housing corporations.
<PAGE> 26
Corporate_Trust_Office: The principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office
at the date of the execution of this instrument is located at 180 East Fifth
Street, St. Paul, Minnesota 55101.
Cross-Over_Date: The first Distribution Date with respect to which the Class A
Percentage (determined pursuant to clause (ii) of the definition thereof) equals
or exceeds 100%.
Current_Class_A_Interest_Distribution_Amount: As to any Distribution Date, the
amount distributed in respect of the Class A Subclasses pursuant to Paragraph
first of Section 4.01(a) on such Distribution Date.
Current_Class_B_Interest_Distribution_Amount: As to any Distribution Date, the
amount distributed in respect of the Class B Certificates pursuant to Paragraphs
eighth, eleventh, fourteenth, seventeenth and twentieth of Section 4.01(a) on
such Distribution Date.
Current_Class_B-1_Fractional_Interest: As to any Distribution Date subsequent
to the first Distribution Date, the percentage obtained by dividing the sum of
the Class B Subclass Principal Balances of the Class B-2, Class B-3, Class B-4
and Class B-5 Certificates by the sum of the Class A Principal Balance, the
Class M Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-1 Fractional Interest.
Current_Class_B-2_Fractional_Interest: As to any Distribution Date subsequent
to the first Distribution Date, the percentage obtained by dividing the sum of
the Class B Subclass Principal Balances of the Class B-3, Class B-4 and Class B-
5 Certificates by the sum of the Class A Principal Balance, the Class M
Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-2 Fractional Interest.
Current_Class_B-3_Fractional_Interest: As to any Distribution Date subsequent
to the first Distribution Date, the percentage obtained by dividing the Class B
Subclass Principal Balances of the Class B-4 and Class B-5 Certificates by the
sum of the Class A Principal Balance, the Class M Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original
Class B-3 Fractional Interest.
Current_Class_B-4_Fractional_Interest: As to any Distribution Date subsequent
to the first Distribution Date, the percentage obtained by dividing the Class B
Subclass Principal Balance of the Class B-5 Certificates by the sum of the Class
A Principal Balance, the Class M Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current_Class_M_Fractional_Interest: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the Class B
Principal Balance by the sum of the Class A Principal Balance, the Class M
Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class M Fractional Interest.
Current_Class_M_Interest_Distribution_Amount: As to any Distribution Date, the
amount distributed in respect of the Class M Certificates pursuant to Paragraph
fifth of Section 4.01(a) on such Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
<PAGE> 27
Curtailment_Interest_Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on the amount of any Curtailment with
respect to an Exhibit F-2 Mortgage Loan that was received during the month
preceding the month in which such Distribution Date occurs at the Net Mortgage
Interest Rate for such Mortgage Loan from the date of application by the related
Servicer of such Curtailment through the last day of the month in which it was
received. On any Distribution Date which occurs on or after the Cross-Over
Date, with respect to any Exhibit F-1 Mortgage Loan, the amount of interest, if
any, that would have accrued on the amount of any Curtailment with respect to a
Mortgage Loan that was received on or after the Determination Date in the month
preceding the month in which such Distribution Date occurs but prior to the
first day of the month in which such Distribution Date occurs at the Net
Mortgage Interest Rate for such Mortgage Loan from the date of application of
such Curtailment through the last day of the month in which received.
Custodial_Agreement: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, a Servicer and the Trustee,
substantially in the form of Exhibit E hereto, as the same may be amended or
modified from time to time in accordance with the terms thereof.
Custodial_P&I_Account: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements relating to six of the
Servicers), the Master Servicer shall require that any such account shall be
acceptable to each of the Rating Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian, if any,
hereafter appointed by the Trustee pursuant to Section 8.13, or its successor in
interest under the Custodial Agreement. The Custodian may (but need not) be the
Trustee or any Person directly or indirectly controlling or controlled by or
under common control with it. Neither a Servicer, nor the Seller nor the Master
Servicer nor any Person directly or indirectly controlling or controlled by or
under common control with any such Person may be appointed Custodian.
Cut-Off_Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off_Date_Aggregate_Principal_Balance: The aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
Cut-Off_Date_Principal_Balance: As to each Mortgage Loan, its unpaid principal
balance as of the close of business on the Cut-Off Date (but without giving
effect to any Principal Prepayments received or applied on the Cut-Off Date),
reduced by all payments of principal due on or before the Cut-Off Date and not
paid, and increased by scheduled monthly payments of principal due after the
Cut-Off Date but received by the related Servicer on or before the Cut-Off Date.
DCR: Duff & Phelps Credit Rating Co., or its successor in interest.
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
constituting a Deficient Valuation.
Deficient_Valuation: With respect to any Mortgage Loan, a valuation by a court
of competent jurisdiction of the Mortgaged Property in an amount less than the
<PAGE> 28
then-outstanding indebtedness under the Mortgage Loan, or any reduction in the
amount of principal to be paid in connection with any scheduled Monthly Payment
that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive_Certificates: As defined in Section 5.07.
Denomination: The amount, if any, specified on the face of each Certificate
representing the principal portion of the Cut-Off Date Aggregate Principal
Balance evidenced by such Certificate.
Determination_Date: The 17th day of the month in which the related Distribution
Date occurs, or if such 17th day is not a Business Day, the Business Day
preceding such 17th day.
Discount_Mortgage_Loan: A Mortgage Loan with a Net Mortgage Interest Rate of
less than 7.00%.
Distribution_Date: The 25th day of any month, beginning in the month following
the month of initial issuance of the Certificates, or if such 25th day is not a
Business Day, the Business Day following such 25th day.
Due_Date: With respect to any Mortgage Loan, the day of the month in which the
Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible_Account: One or more accounts (i) that are maintained with a
depository institution whose long-term debt obligations (or, in the case of a
depository institution which is part of a holding company structure, the long-
term debt obligations of which holding company structure) at the time of deposit
therein are rated at least "AA" (or the equivalent) by each of the Rating
Agencies, (ii) the deposits in which are fully insured by the FDIC through
either the Bank Insurance Fund or the Savings Association Insurance Fund, (iii)
the deposits in which are insured by the FDIC through either the Bank Insurance
Fund or the Savings Association Insurance Fund (to the limit established by the
FDIC) and the uninsured deposits in which accounts are otherwise secured, as
evidenced by an Opinion of Counsel delivered to the Trustee, such that the
Trustee, on behalf of the Certificateholders has a claim with respect to the
funds in such accounts or a perfected first security interest against any
collateral securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such accounts
are maintained, (iv) that are trust accounts maintained with the trust
department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as a REMIC or result in the imposition of any federal tax on
the REMIC.
Eligible_Investments: At any time, any one or more of the following obligations
and securities which shall mature not later than the Business Day preceding the
Distribution Date next succeeding the date of such investment, provided that
such investments continue to qualify as "cash flow investments" as defined in
Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency thereof,
provided such obligations are backed by the full faith and credit of the United
States of America;
<PAGE> 29
(ii) general obligations of or obligations guaranteed by any state of the
United States of America or the District of Columbia receiving the highest
short-term or highest long-term rating of each Rating Agency, or such lower
rating as would not result in the downgrading or withdrawal of the rating then
assigned to any of the Certificates by either Rating Agency or result in any of
such rated Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of each
Rating Agency or the highest short-term rating category of each Rating Agency,
or such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by either
Rating Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds or
banker's acceptances issued by any depository institution or trust company
incorporated under the laws of the United States or of any state thereof and
subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or debt obligations of such
depository institution or trust company (or in the case of the principal
depository institution in a holding company system, the commercial paper or debt
obligations of such holding company) are then rated in the highest short-term or
the highest long-term rating category for such securities of each of the Rating
Agencies, or such lower rating categories as would not result in the downgrading
or withdrawal of the rating then assigned to any of the Certificates by either
Rating Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time of the
issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any security
described in clauses (i) or (ii) above or any other security issued or
guaranteed by an agency or instrumentality of the United States of America, in
either case entered into with a depository institution or trust company (acting
as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any state thereof
which, at the time of such investment or contractual commitment providing for
such investment, are then rated in the highest short-term or the highest long-
term rating category by each Rating Agency, or in such lower rating category as
would not result in the downgrading or withdrawal of the rating then assigned to
any of the Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency as would
not result in the downgrading of the rating then assigned to the Certificates by
either Rating Agency or result in any of such rated Certificates being placed on
credit review status (other than for possible upgrading) by either Rating
Agency.
<PAGE> 30
In no event shall an instrument be an Eligible Investment if such instrument
evidences either (i) a right to receive only interest payments with respect to
the obligations underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and the interest
and principal payments with respect to such instrument provide a yield to
maturity at the date of investment of greater than 120% of the yield to maturity
at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA_Plan: Any Person which is an employee benefit plan within the meaning of
Section 3(3) of ERISA.
ERISA_Prohibited_Holder: As defined in Section 5.02(d).
Errors_and_Omissions_Policy: As defined in each of the Servicing Agreements.
Event_of_Default: Any of the events specified in Section 7.01.
Excess_Bankruptcy_Loss: With respect to any Distribution Date and any Mortgage
Loan as to which a Bankruptcy Loss is realized in the month preceding the month
of such Distribution Date, (i) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date exceed the then-applicable Bankruptcy Loss
Amount, then the portion of such Bankruptcy Loss represented by the ratio of (a)
the excess of the Aggregate Current Bankruptcy Losses over the then-applicable
Bankruptcy Loss Amount, divided by (b) the Aggregate Current Bankruptcy Losses
or (ii) if the Aggregate Current Bankruptcy Losses with respect to such
Distribution Date are less than or equal to the then-applicable Bankruptcy Loss
Amount, then zero. In addition, any Bankruptcy Loss occurring with respect to a
Mortgage Loan on or after the Cross-Over Date will be an Excess Bankruptcy Loss.
Excess_Fraud_Loss: With respect to any Distribution Date and any Mortgage Loan
as to which a Fraud Loss is realized in the month preceding the month of such
Distribution Date, (i) if the Aggregate Current Fraud Losses with respect to
such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
Excess_Special_Hazard_Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the then-
applicable Special Hazard Loss Amount, then the portion of such Special Hazard
Loss represented by the ratio of (a) the excess of the Aggregate Current Special
Hazard Losses over the then-applicable Special Hazard Loss Amount, divided by
(b) the Aggregate Current Special Hazard Losses, or (ii) if the Aggregate
Current Special Hazard Losses with respect to such Distribution Date are less
than or equal to the then-applicable Special Hazard Loss Amount, then zero. In
addition, any Special Hazard Loss occurring with respect to a Mortgage Loan on
or after the Cross-Over Date will be an Excess Special Hazard Loss.
Exhibit_F-1_Mortgage_Loan: Any of the Mortgage Loans identified in Exhibit F-1
hereto, as such Exhibit may be amended from time to time in connection with a
<PAGE> 31
substitution pursuant to Section 2.02, which Mortgage Loan is serviced under the
PHMC Servicing Agreement.
Exhibit_F-2_Mortgage_Loan: Any of the Mortgage Loans identified in Exhibit F-2
hereto, as such Exhibit may be amended from time to time in connection with a
substitution pursuant to Section 2.02, which Mortgage Loan is serviced under an
Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor thereto.
Fidelity_Bond: As defined in each of the Servicing Agreements.
Final_Distribution_Date: The Distribution Date on which the final distribution
in respect of the Certificates is made pursuant to Section 9.01.
Fitch: Fitch Investors Service, L.P., or its successor in interest.
Fixed_Retained_Yield: The fixed percentage of interest on each Mortgage Loan
with a Mortgage Interest Rate greater than the sum of (a) 7.00%, (b) the
Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will be
determined on a loan by loan basis and will equal the Mortgage Interest Rate on
each Mortgage Loan minus 7.00%, which is not assigned to and not part of the
Trust Estate.
Fixed_Retained_Yield_Rate: With respect to each Mortgage Loan, a per annum rate
equal to the greater of (a) zero and (b) the Mortgage Interest Rate on such
Mortgage Loan minus 7.00%.
FNMA: The Federal National Mortgage Association or any successor thereto.
Foreclosure_Profits: As to any Distribution Date, the excess, if any, of (i)
Net Liquidation Proceeds (other than Net Partial Liquidation Proceeds with
respect to Exhibit F-1 Mortgage Loans) in respect of each Mortgage Loan that
became a Liquidated Loan during the month preceding the month in which such
Distribution Date occurs over (ii) the sum of the unpaid principal balance of
each such Liquidated Loan plus accrued and unpaid interest at the applicable
Mortgage Interest Rate on the unpaid principal balance thereof from the Due Date
to which interest was last paid by the Mortgagor (or, in the case of a
Liquidated Loan that had been an REO Mortgage Loan, from the Due Date to which
interest was last deemed to have been paid) to the first day of the month
following the month in which such Mortgage Loan became a Liquidated Loan.
Fraud_Loss: A Liquidated Loan Loss as to which there was fraud in the
origination of such Mortgage Loan.
Fraud_Loss_Amount: As of any Distribution Date after the Cut-Off Date an amount
equal to: (X) prior to the first anniversary of the Cut-Off Date an amount equal
to $3,627,698.91 minus the aggregate amount of Fraud Losses allocated solely to
the Class B Certificates or, following the reduction of the Class B Principal
Balance to zero, solely to the Class M Certificates in accordance with Section
4.02(a) since the Cut-Off Date, and (Y) from the first through fifth anniversary
of the Cut-Off Date, an amount equal to (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
allocated solely to the Class B Certificates or, following the reduction of the
<PAGE> 32
Class B Principal Balance to zero, solely to the Class M Certificates in
accordance with Section 4.02(a) since the most recent anniversary of the Cut-Off
Date. On and after the Cross-Over Date or after the fifth anniversary of the
Cut-Off Date the Fraud Loss Amount shall be zero.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such Person who
(i) is in fact independent of the Seller, the Master Servicer and any Servicer,
(ii) does not have any direct financial interest or any material indirect
financial interest in the Seller or the Master Servicer or any Servicer or in an
affiliate of either, and (iii) is not connected with the Seller, the Master
Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Insurance_Policy: Any insurance or performance bond relating to a Mortgage Loan
or the Mortgage Loans, including any hazard insurance, special hazard insurance,
flood insurance, primary mortgage insurance, mortgagor bankruptcy bond or title
insurance.
Insurance_Proceeds: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
Insured_Expenses: Expenses covered by any Insurance Policy covering a Mortgage
Loan.
Liquidated_Loan: A Mortgage Loan with respect to which the related Mortgaged
Property has been acquired, liquidated or foreclosed and with respect to which
the applicable Servicer determines that all Liquidation Proceeds which it
expects to recover have been recovered.
Liquidated_Loan_Loss: With respect to any Distribution Date, the aggregate of
the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan prior to the Due Date preceding such Distribution Date, equal to
the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month in which such Mortgage Loan became a Liquidated Loan, over
(ii) Net Liquidation Proceeds (other than Net Partial Liquidation Proceeds with
respect to Exhibit F-1 Mortgage Loans) with respect to such Liquidated Loan.
Liquidation_Expenses: Expenses incurred by a Servicer in connection with the
liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trustee pursuant hereto respecting the
related Mortgage Loan, including any unreimbursed advances for real property
taxes or for property restoration or preservation of the related Mortgaged
Property. Liquidation Expenses shall not include any previously incurred
expenses in respect of an REO Mortgage Loan which have been netted against
related REO Proceeds.
Liquidation_Proceeds: Amounts received by a Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
<PAGE> 33
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Loan-to-Value_Ratio: The ratio, expressed as a percentage, the numerator of
which is the principal balance of a particular Mortgage Loan at origination and
the denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property.
Master_Servicer: Securitized Asset Services Corporation.
Master_Servicer_Custodial_Account: The trust account established and maintained
by the Master Servicer in the name of the Master Servicer on behalf of the
Trustee pursuant to Section 3.01. The Master Servicer Custodial Account shall
be an Eligible Account.
Master_Servicing_Fee: With respect to any Mortgage Loan and any Distribution
Date, the fee payable monthly to the Master Servicer pursuant to Section 6.05
equal to a fixed percentage (expressed as a per annum rate) of the unpaid
principal balance of such Mortgage Loan.
Master_Servicing_Fee_Rate: As set forth in Section 11.11.
Monthly_Payment: As to any Mortgage Loan (including any REO Mortgage Loan) and
any Due Date, the payment of principal and interest due thereon in accordance
with the amortization schedule at the time applicable thereto (after adjustment
for any Curtailments and Deficient Valuations occurring prior to such Due Date
but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Monthly_Servicing_Compensation: As defined in each of the Other Servicing
Agreements.
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 Mortgaged Property securing a Mortgage Note together with any Mortgage Loan
Rider, if applicable.
Mortgage_Interest_Rate: As to any Mortgage Loan, the per annum rate at which
interest accrues on the unpaid principal balance thereof as set forth in the
related Mortgage Note, which rate is as indicated on the Mortgage Loan Schedule.
Mortgage_Loan_Rider: The standard FNMA/FHLMC riders to the Mortgage Note and/or
Mortgage riders required when the Mortgaged Property is a condominium unit or a
unit in a planned unit development.
Mortgage_Loan_Schedule: The list of the Mortgage Loans transferred to the
Trustee on the Closing Date as part of the Trust Estate and attached hereto as
Exhibits F-1 and F-2, which list may be amended following the Closing Date upon
conveyance of a substitute Mortgage Loan pursuant to Section 2.02 or 2.03 and
which list shall set forth at a minimum the following information of the close
of business on the Cut-Off Date (or, with respect to substitute Mortgage Loans,
<PAGE> 34
as of the close of business on the day of substitution) as to each Mortgage
Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the Servicing Fee Rate;
(xiv) the Master Servicing Fee;
(xv) Fixed Retained Yield, if applicable;
(xvi) for Mortgage Loans identified on Exhibit F-2, the name of the
Servicer with respect thereto; and
(xvii) for the Mortgage Loans identified on Exhibit F-2, the name of the
PHMC Loan Seller with respect thereto, if applicable.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage_Loans: Each of the mortgage loans transferred and assigned to the
Trustee on the Closing Date pursuant to Section 2.01 and any mortgage loans
substituted therefor pursuant to Section 2.02 or 2.03, in each case as from time
to time are included in the Trust Estate as identified in the Mortgage Loan
Schedule.
Mortgage_Note: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged_Property: The property subject to a Mortgage, which may include Co-op
Shares.
Mortgagor: The obligor on a Mortgage Note.
<PAGE> 35
Net_Foreclosure_Profits: As to any Distribution Date, the amount, if any, by
which (i) Aggregate Foreclosure Profits with respect to such Distribution Date
exceed (ii) Liquidated Loan Losses with respect to such Distribution Date.
Net_Liquidation_Proceeds: As to any Liquidated Loan, Liquidation Proceeds net
of Liquidation Expenses. For all purposes of this Agreement, Net Liquidation
Proceeds shall be allocated first to accrued and unpaid interest on the related
Mortgage Loan and then to the unpaid principal balance thereof.
Net_Mortgage_Interest_Rate: With respect to each Mortgage Loan, a rate equal to
(i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum of (a)
the Servicing Fee Rate, as set forth on Exhibits F-1 or F-2 with respect to such
Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth in Section 11.11
with respect to such Mortgage Loan and (c) the Fixed Retained Yield Rate, if
any, with respect to such Mortgage Loan. Any regular monthly computation of
interest at such rate shall be based upon annual interest at such rate on the
applicable amount divided by twelve.
Net_Partial_Liquidation_Proceeds: With respect to Exhibit F-1 Mortgage Loans,
Partial Liquidation Proceeds with respect to a Mortgage Loan net of unreimbursed
Liquidation Expenses incurred with respect to such Mortgage Loan. For all
purposes of this Agreement, Net Partial Liquidation Proceeds shall be allocated
first to accrued and unpaid interest on the related Mortgage Loan and then to
the unpaid principal balance thereof.
Net_REO_Proceeds: As to any REO Mortgage Loan, REO Proceeds net of any related
expenses of the Servicer.
Non-permitted_Foreign_Holder: As defined in Section 5.02(d).
Nonrecoverable_Advance: Any portion of a Periodic Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed to the Servicer, the Master Servicer or the Trustee, as the case may
be, and which the Servicer or the Master Servicer or the Trustee determines will
not, or in the case of a proposed Periodic Advance would not, be ultimately
recoverable from Liquidation Proceeds or other recoveries in respect of the
related Mortgage Loan. The determination by the Servicer, the Master Servicer
or the Trustee (i) that it has made a Nonrecoverable Advance or (ii) that any
proposed Periodic Advance, if made, would constitute a Nonrecoverable Advance,
shall be evidenced by an Officer's Certificate of the Servicer delivered to the
Master Servicer for redelivery to the Trustee or, in the case of a Master
Servicer or Trustee determination, an Officer's Certificate of the Master
Servicer or the Trustee delivered to the Trustee, in each case detailing the
reasons for such determination.
Non-Supported_Interest_Shortfall: With respect to any Distribution Date, the
sum of (i) the excess, if any, of the aggregate Prepayment Interest Shortfall on
the Exhibit F-1 Mortgage Loans over the aggregate Servicing Fee owed under the
PHMC Servicing Agreement with respect to such Distribution Date and (ii) the
excess, if any, of the aggregate Prepayment Interest Shortfall and Curtailment
Interest Shortfall on the Exhibit F-2 Mortgage Loans serviced under each of the
respective Other Servicing Agreements over the aggregate Monthly Servicing
Compensation payable under the related Other Servicing Agreements with respect
to such Distribution Date. With respect to each Distribution Date occurring on
or after the Cross-Over Date, the Non-Supported Interest Shortfall as determined
pursuant to clause (i) of the preceding sentence shall be increased by the
Curtailment Interest Shortfall and the Partial Liquidation Interest Shortfall,
if any, for such Distribution Date.
<PAGE> 36
Non-U.S._Person: As defined in Section 4.01(g).
Officers'_Certificate: With respect to any Person, a certificate signed by the
Chairman of the Board, the President or a Vice President, and by the Treasurer,
the Secretary or one of the Assistant Treasurers or Assistant Secretaries of
such Person (or, in the case of a Person which is not a corporation, signed by
the person or persons having like responsibilities), and delivered to the
Trustee.
Opinion_of_Counsel: A written opinion of counsel, who may be outside or
salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee; provided, however, that with respect to REMIC matters, matters relating
to the determination of Eligible Accounts or matters relating to transfers of
Certificates, such counsel shall be Independent.
Optimal_Adjustment_Event: With respect to the Class M Certificates or any Class
B Subclass and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class or Subclass if: (i) the principal balance of such
Class or Subclass on the Determination Date succeeding such Distribution Date
would have been reduced to zero (regardless of whether such principal balance
was reduced to zero as a result of principal distribution or the allocation of
Realized Losses) and (ii) any Class A Subclass Principal Balance or Class AP
Principal Balance would be subject to further reduction as a result of the third
sentence of the definition of Class A Subclass Principal Balance or Class AP
Principal Balance or, with respect to any Class B Subclass, the Class M
Principal Balance or the Class B Subclass Principal Balance of a Class B
Subclass with a lower numerical designation would be reduced with respect to
such Distribution Date as a result of the application of clause (ii) of the
definition of Class M Principal Balance, Class B-1 Principal Balance, Class B-2
Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance or
Class B-5 Principal Balance.
Original_Class_A_Percentage: The Class A Percentage as of the Cut-Off Date, as
set forth in Section 11.04.
Original_Class_A_Principal_Balance: The sum of the Original Class A Subclass
Principal Balances of each Class A Subclass, as set forth in Section 11.06.
Original_Class_A_Subclass_Principal_Balance: Any of the Original Class A
Subclass Principal Balances as set forth in Section 11.05.
Original_Class_AP_Principal_Balance: The Original Class AP Principal Balance,
as set forth in Section 11.07.
Original_Class_B_Principal_Balance: The sum of the Original Class B-1 Principal
Balance, Original Class B-2 Principal Balance, Original Class B-3 Principal
Balance, Original Class B-4 Principal Balance and Original Class B-5 Principal
Balance, as set forth in Section 11.18.
Original_Class_B-1_Percentage: The Class B-1 Percentage as of the Cut-Off Date,
as set forth in Section 11.12.
Original_Class_B-2_Percentage: The Class B-2 Percentage as of the Cut-Off Date,
as set forth in Section 11.13.
Original_Class_B-3_Percentage: The Class B-3 Percentage as of the Cut-Off Date,
as set forth in Section 11.14.
<PAGE> 37
Original_Class_B-4_Percentage: The Class B-4 Percentage as of the Cut-Off Date,
as set forth in Section 11.15.
Original_Class_B-5_Percentage: The Class B-5 Percentage as of the Cut-Off Date,
as set forth in Section 11.16.
Original_Class_B-1_Principal_Balance: The Class B-1 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.18.
Original_Class_B-2_Principal_Balance: The Class B-2 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.18.
Original_Class_B-3_Principal_Balance: The Class B-3 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.18.
Original_Class_B-4_Principal_Balance: The Class B-4 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.18.
Original_Class_B-5_Principal_Balance: The Class B-5 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.18.
Original_Class_B-1_Fractional_Interest: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-2 Principal
Balance, the Original Class B-3 Principal Balance, the Original Class B-4
Principal Balance and the Original Class B-5 Principal Balance by the sum of the
Original Class A Principal Balance, the Original Class M Principal Balance and
the Original Class B Principal Balance. The Original Class B-1 Fractional
Interest is specified in Section 11.19.
Original_Class_B-2_Fractional_Interest: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-3 Principal
Balance, the Original Class B-4 Principal Balance and the Original Class B-5
Principal Balance by the sum of the Original Class A Principal Balance, the
Original Class M Principal Balance and the Original Class B Principal Balance.
The Original Class B-2 Fractional Interest is specified in Section 11.20.
Original_Class_B-3_Fractional_Interest: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-4 Principal
Balance and the Original Class B-5 Principal Balance by the sum of the Original
Class A Principal Balance, the Original Class M Principal Balance and the
Original Class B Principal Balance. The Original Class B-3 Fractional Interest
is specified in Section 11.21.
Original_Class_B-4_Fractional_Interest: As to the first Distribution Date, the
percentage obtained by dividing the Original Class B-5 Principal Balance by the
sum of the Original Class A Principal Balance, the Original Class M Principal
Balance and the Original Class B Principal Balance. The Original Class B-4
Fractional Interest is specified in Section 11.22.
Original_Class_M_Fractional_Interest: As to the first Distribution Date, the
percentage obtained by dividing the Original Class B Principal Balance by the
sum of the Original Class A Principal Balance, the Original Class M Principal
Balance and the Original Class B Principal Balance. The Original Class M
Fractional Interest is specified in Section 11.10.
Original_Class_M_Percentage: The Class M Percentage as of the Cut-Off Date, as
set forth in Section 11.08.
<PAGE> 38
Original_Class_M_Principal_Balance: The Class M Principal Balance as of the
Cut-Off Date, as set forth in Section 11.09.
Original_Subordinated_Percentage: The Subordinated Percentage as of the Cut-Off
Date, as set forth in Section 11.23.
Original_Subordinated_Principal_Balance: The sum of the Original Class M
Principal Balance and the Original Class B Principal Balance.
Other_Servicer: Any of the Servicers other than PHMC.
Other_Servicing_Agreements: The Servicing Agreements other than the PHMC
Servicing Agreement.
Outstanding_Mortgage_Loan: As to any Due Date, a Mortgage Loan (including an
REO Mortgage Loan) which was not the subject of a Prepayment in Full prior to
such Due Date, which did not become a Liquidated Loan prior to such Due Date and
which was not repurchased by the Seller prior to such Due Date pursuant to
Section 2.02 or 2.03.
Owner_Mortgage_Loan_File: A file maintained by the Trustee (or the Custodian,
if any) for each Mortgage Loan that contains the documents specified in the
Servicing Agreements under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.
Partial_Liquidation_Interest_Shortfall: On any Distribution Date which occurs
on or after the Cross-Over Date, and with respect to the Exhibit F-1 Mortgage
Loans, the amount of interest, if any, that would have accrued on the amount of
any Partial Liquidation Proceeds with respect to a Mortgage Loan that was
received on or after the Determination Date in the month preceding the month in
which such Distribution Date occurs but prior to the first day of the month in
which such Distribution Date occurs at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of application of such Partial Liquidation Proceeds
through the last day of the month in which received.
Partial_Liquidation_Proceeds: Liquidation Proceeds received prior to the month
in which the related Mortgage Loan became a Liquidated Loan.
Partial_Liquidation_Receipt_Period: As to any Distribution Date and any Exhibit
F-1 Mortgage Loan, the period from and including the Determination Date
occurring in the month preceding the month of such Distribution Date (or, in the
case of the first Distribution Date, from and including the Cut-Off Date) to but
not including the Determination Date occurring in the month of such Distribution
Date.
Paying_Agent: The Person authorized on behalf of the Trustee, as agent for the
Master Servicer, to make distributions to Certificateholders with respect to the
Certificates and to forward to Certificateholders the periodic and annual
statements required by Section 4.04. The Paying Agent may be any Person
directly or indirectly controlling or controlled by or under common control with
the Master Servicer and may be the Trustee. The initial Paying Agent is
appointed in Section 4.03(a).
Payment_Account: The account maintained pursuant to Section 4.03(b).
<PAGE> 39
Percentage_Interest: With respect to a Class A Certificate, the undivided
percentage interest obtained by dividing the original principal balance of such
Certificate by the aggregate original principal balance of all Certificates of
such Class A Subclass. With respect to a Class AP Certificate, the undivided
percentage interest obtained by dividing the original principal balance of such
Certificate by the aggregate original principal balance of all Certificates of
such Class. With respect to a Class M Certificate, the undivided percentage
interest obtained by dividing the original principal balance of such Certificate
by the aggregate original principal balance of all Certificates of such Class.
With respect to a Class B Certificate, the undivided percentage interest
obtained by dividing the original principal balance of such Certificate by the
aggregate original principal balance of all Certificates of such Class B
Subclass.
Periodic_Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trustee hereunder, the amount of any such advances being
equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
PHMC: The Prudential Home Mortgage Company, Inc.
PHMC_Loan_Sellers: The entities listed on the Mortgage Loan Schedule, from
which PHMC purchased the Mortgage Loans.
PHMC_Servicing_Agreement: The Servicing Agreement providing for the servicing
of the Exhibit F-1 Mortgage Loans initially by PHMC.
Plan: As defined in Section 5.02(c).
Pool_Balance_(Classes_A/M/B_Portion): As of any Distribution Date, the sum of
the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Classes A/M/B Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
Pool_Balance_(Class_AP_Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Class AP Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
Pool_Distribution_Amount: As of any Distribution Date, the funds eligible for
distribution to the Holders of the Certificates on such Distribution Date, which
<PAGE> 40
shall be the sum of (i) all previously undistributed payments or other receipts
on account of principal and interest on or in respect of the Mortgage Loans
(including, without limitation, Principal Prepayments, Net REO Proceeds,
Insurance Proceeds, Liquidation Proceeds, the proceeds of any repurchase of a
Mortgage Loan by the Seller and any Substitution Principal Amount) received by
the Master Servicer on or prior to the Remittance Date in the month of such
Distribution Date, (ii) all Periodic Advances made by a Servicer pursuant to the
related Servicing Agreement or Periodic Advances made by the Master Servicer or
the Trustee pursuant to Section 3.03 and (iii) all other amounts required to be
placed in the Master Servicer Custodial Account by the Servicer on or before the
Remittance Date or by the Master Servicer or the Trustee on or prior to the
Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest and respecting
which the Master Servicer or the Trustee has made one or more unreimbursed
Periodic Advances;
(b) the portion of Net Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular Mortgage Loan
which represent (i) the Fixed Retained Yield, if any, and (ii) the Master
Servicing Fee;
(d) the Amount Held for Future Distribution;
(e) that portion of Liquidation Proceeds, Insurance Proceeds and REO Proceeds
which represents any unpaid Master Servicing Fee;
(f) all income from Eligible Investments that is held in the Master Servicer
Custodial Account for the account of the Master Servicer;
(g) all other amounts permitted to be withdrawn from the Master Servicer
Custodial Account in respect of the Mortgage Loans, to the extent not covered by
clauses (a) through (f) above, or not required to be deposited in the Master
Servicer Custodial Account under this Agreement;
(h) Net Foreclosure Profits; and
(i) the amount of any recoveries in respect of principal which had previously
been allocated as a loss to one or more Classes or Subclasses of Certificates
pursuant to Section 4.02.
Pool_Scheduled_Principal_Balance: As to any Distribution Date, the aggregate
Scheduled Principal Balances of all Mortgage Loans that were Outstanding
Mortgage Loans on the Due Date in the month preceding the month of such
Distribution Date.
Prepayment_In_Full: With respect to any Mortgage Loan, a payment consisting of
a Principal Prepayment in the amount of the outstanding principal balance of
such loan and resulting in the full satisfaction of such obligation.
Prepayment_Interest_Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full, through the last day of
the month in which such Prepayment in Full occurred.
<PAGE> 41
Principal_Adjustment: In the event that the Class M Optimal Principal Amount,
Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-
3 Optimal Principal Amount, Class B-4 Optimal Principal Amount or Class B-5
Optimal Principal Amount is calculated in accordance with the proviso in such
definition with respect to any Distribution Date, the Principal Adjustment for
the Class M Certificates or such Class B Subclass shall equal the difference
between (i) the amount that would have been distributed to such Class or
Subclass as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Subclass.
Principal_Prepayment: Any Mortgagor payment or other recovery of principal on a
Mortgage Loan which is received in advance of its Due Date and is not
accompanied by an amount representing scheduled interest for any period
subsequent to the date of prepayment, including, without limitation, all
proceeds received from any condemnation award or proceeds in lieu of
condemnation other than that portion of such proceeds released to the Mortgagor
in accordance with the terms of the Mortgage or Prudent Servicing Practices.
Prohibited_Transaction_Tax: Any tax imposed under Section 860F of the Code.
Prudent_Servicing_Practices: The standard of care set forth in each Servicing
Agreement.
Rating_Agency: Any nationally recognized statistical credit rating agency, or
its successor, that rated one or more Classes of the Certificates at the request
of the Seller at the time of the initial issuance of the Certificates. The
Rating Agencies for the Class A Certificates, Class AP Certificates and Class M
Certificates are Fitch and S&P. The Rating Agency for the Class B-1, Class B-2,
Class B-3 and Class B-4 Certificates is S&P. If any such agency or a successor
is no longer in existence, "Rating Agency" shall be such statistical credit
rating agency, or other comparable Person, designated by the Seller, notice of
which designation shall be given to the Trustee and the Master Servicer.
References herein to the highest short-term rating category of a Rating Agency
shall mean F-1+ in the case of Fitch, A-1+ in the case of S&P and in the case of
any other Rating Agency shall mean its equivalent of such ratings. References
herein to the highest long-term rating categories of a Rating Agency shall mean
AAA and in the case of any other Rating Agency shall mean its equivalent of such
rating without any plus or minus.
Realized_Losses: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
Record_Date: The last Business Day of the month preceding the month of the
related Distribution Date.
Relevant_Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code Section
860D.
REMIC_Provisions: Provisions of the federal income tax law relating to REMICs,
which appear at Sections 860A through 860G of Part IV of Subchapter M of Chapter
1 of Subtitle A of the Code, and related provisions, and U.S. Department of the
Treasury temporary, proposed or final regulations promulgated thereunder, as the
<PAGE> 42
foregoing are in effect (with respect to proposed regulations, are proposed to
be in effect) from time to time.
Remittance_Date: The 18th day of each month or, if such day is not a Business
Day, the preceding Business Day.
REO_Mortgage_Loan: Any Mortgage Loan which is not a Liquidated Loan and as to
which the indebtedness evidenced by the related Mortgage Note is discharged and
the related Mortgaged Property is held as part of the Trust Estate.
REO_Proceeds: Proceeds received in respect of any REO Mortgage Loan (including,
without limitation, proceeds from the rental of the related Mortgaged Property).
Request_for_Release: A request for release in substantially the form attached
as Exhibit G hereto.
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, 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 also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rule_144A: Rule 144A promulgated under the Securities Act of 1933, as amended.
S&P: Standard & Poor's, or its successor in interest.
Scheduled_Principal_Amount: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Classes A/M/B Fraction for such Mortgage Loan
and (B) the sum of the amounts described in clauses y(i) and y(vi) of the
definition of Class A Optimal Principal Amount, but without that amount being
multiplied by the Class A Percentage.
Scheduled_Principal_Balance: As to any Mortgage Loan and Distribution Date, the
principal balance of such Mortgage Loan as of the Due Date in the month
preceding the month of such Distribution Date as specified in the amortization
schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Principal Prepayments received prior to such
Due Date, (B) Deficient Valuations incurred prior to such Due Date, (C) with
respect to an Exhibit F-1 Mortgage Loan, any Curtailments and Net Partial
Liquidation Proceeds applied by the Servicer in reduction of the unpaid
principal balance of such Mortgage Loan as of such Due Date, (D) the payment of
principal due on such Due Date and irrespective of any delinquency in payment by
the related Mortgagor and (E), with respect to an Exhibit F-1 Mortgage Loan, any
Principal Prepayments in Full received prior to the Determination Date in the
month of such Due Date. Accordingly, the Scheduled Principal Balance of a
Mortgage Loan which becomes a Liquidated Loan prior to such Due Date shall be
zero.
<PAGE> 43
Seller: The Prudential Home Mortgage Securities Company, Inc., or its successor
in interest.
Senior_Optimal_Amount: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Optimal Amount and (b) the Class AP Optimal
Principal Amount.
Servicer_Mortgage_Loan_File: As defined in each of the Servicing Agreements.
Servicers: Each of PHMC, GMAC Mortgage Corporation of PA, First Union Mortgage
Corporation, SunTrust Mortgage, Inc., Huntington Mortgage Company, NationsBanc
Mortgage Company and BancBoston Mortgage Corporation, as Servicer under the
related Servicing Agreement.
Servicing_Agreements: Each of the Servicing Agreements executed with respect to
a portion of the Mortgage Loans by one of the Servicers, which agreements are
attached hereto, collectively, as Exhibit L.
Servicing_Fee: With respect to any Servicer, as defined in its Servicing
Agreement.
Servicing_Fee_Rate: With respect to a Mortgage Loan, as set forth on Exhibits
F-1 or F-2.
Servicing_Officer: Any officer of a Servicer involved in, or responsible for,
the administration and servicing of the Mortgage Loans.
Similar_Law: As defined in Section 5.02(e).
Single_Certificate: A Certificate of any Class or Subclass that evidences the
smallest permissible Denomination for such Class or Subclass, as set forth in
Section 11.27.
Special_Hazard_Loss: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of the Trustee,
the Servicer or any of their agents or employees; or
(3) errors in design, faulty workmanship or faulty materials, unless the
collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement.
Special_Hazard_Loss_Amount: As of any Distribution Date, an amount equal to
$2,031,879.96 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
and (ii) the Special Hazard Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-Off Date, the Special
<PAGE> 44
Hazard Adjustment Amount shall be calculated and 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 Special Hazard Adjustment Amount
for such anniversary) exceeds the greater of (A) the product of the Special
Hazard Percentage for such anniversary multiplied by the outstanding principal
balance of all the Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (B) twice the outstanding principal balance of the Mortgage
Loan in the Trust Estate which has the largest outstanding principal balance on
the Distribution Date immediately preceding such anniversary and (C) that which
is necessary to maintain the original ratings on the Certificates, other than
the Class B-5 Certificates, as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trustee. On and or after the
Cross-Over Date, the Special Hazard Loss Amount shall be zero.
Special_Hazard_Percentage: As of each anniversary of the Cut-Off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Startup_Day: As defined in Section 2.05.
Subclass: Each subdivision of the Class A Certificates, denominated
respectively as Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6
and Class A-R and each subdivision of the Class B Certificates, denominated
respectively as Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5.
Subordinated_Percentage: As to any Distribution Date, the percentage which is
the difference between 100% and the Class A Percentage for such date.
Subordinated_Prepayment_Percentage: As to any Distribution Date, the percentage
which is the difference between 100% and the Class A Prepayment Percentage for
such date.
Subsidy_Loan: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
Substitution_Principal_Amount: With respect to any Mortgage Loan substituted in
accordance with Section 2.02 or pursuant to Section 2.03, the excess of (x) the
unpaid principal balance of the Mortgage Loan which is substituted for over (y)
the unpaid principal balance of the substitute Mortgage Loan, each balance being
determined as of the date of substitution.
Trust_Estate: The corpus of the trust created by this Agreement, consisting of
the Mortgage Loans, other than any Fixed Retained Yield, such amounts as may be
held from time to time in the Master Servicer Custodial Account, other than any
Fixed Retained Yield and the rights of the Trustee to receive the proceeds of
all insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement, property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure.
<PAGE> 45
Trustee: First Bank National Association, or any successor trustee appointed as
herein provided.
Unscheduled_Principal_Amount: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Classes A/M/B Fraction for such Mortgage Loan
and (B) the sum of the amounts described in clauses y(ii), y(iii), y(iv) and
y(v) of the definition of Class A Optimal Principal Amount, but without that
amount being multiplied by the Class A Prepayment Percentage.
Voting_Interest: With respect to any provisions hereof providing for the
action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, (a) the Holders of the Class A
Certificates will collectively be entitled to the Class A Voting Interest, (b)
the Holders of the Class AP Certificates will collectively be entitled to a
percentage of the aggregate Voting Interest represented by all Certificates
equal to the percentage obtained by dividing the Pool Balance (Class AP Portion)
by the sum of the Pool Balance (Classes A/M/B Portion) and the Pool Balance
(Class AP Portion), (c) the Holders of the Class M Certificates will
collectively be entitled to the then applicable percentage of the aggregate
Voting Interest represented by all Certificates equal to the product of (i) the
ratio obtained by dividing the Class M Principal Balance by the sum of the Class
A Principal Balance, the Class M Principal Balance and the Class B Principal
Balance and (ii) the Classes A/M/B Voting Interest and (d) the Holders of the
Class B Certificates will collectively be entitled to the balance of the
aggregate Voting Interest represented by all Series 1996-1 Certificates. The
aggregate Voting Interests of each Subclass of Class A Certificates on any date
will be equal to the product of (a) the Class A Voting Interest on such date and
(b) the fraction obtained by dividing the Class A Subclass Principal Balance of
such Subclass on such date by the Class A Principal Balance on such date. The
aggregate Voting Interests of each Subclass of Class B Certificates will equal
such Subclass' pro rata portion of the Voting Interest allocated to the Class B
Certificates based on such Subclass' outstanding principal balance. Each
Certificateholder of a Class or Subclass will have a Voting Interest equal to
the product of the Voting Interest to which such Class or Subclass is
collectively entitled and the Percentage Interest in such Class or Subclass
represented by such Holder's Certificates. With respect to any provisions
hereof providing for action, consent or approval of each Class or Subclass of
Certificates or specified Classes or Subclasses of Certificates, each
Certificateholder of a Class or Subclass will have a Voting Interest in such
Class or Subclass equal to such Holder's Percentage Interest in such Class or
Subclass.
Weighted_Average_Net_Mortgage_Interest_Rate: As to any Distribution Date, a
rate per annum equal to the average, expressed as a percentage of the Net
Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
Section 1.02. Acts_of_Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Agreement to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
<PAGE> 46
effective when such instrument or instruments are delivered to the Trustee.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Agreement and conclusive in
favor of the Trustee, if made in the manner provided in this Section 1.02. The
Trustee shall promptly notify the Master Servicer in writing of the receipt of
any such instrument or writing.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. When such execution is by
a signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument or
writing, or the authority of the individual executing the same, may also be
proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates shall be
overdue and notwithstanding any notation of ownership or other writing thereon
made by anyone other than the Trustee and the Authenticating Agent) shall be
proved by the Certificate Register, and neither the Trustee, the Seller nor the
Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver or
other action of the Holder of any Certificate shall bind every future Holder of
the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
Section 1.03. Effect_of_Headings_and_Table_of_Contents. The Article and
Section headings in this Agreement and the Table of Contents are for convenience
of reference only and shall not affect the interpretation or construction of
this Agreement.
Section 1.04. Benefits_of_Agreement. Nothing in this Agreement or in the
Certificates, express or implied, shall give to any Person, other than the
parties to this Agreement and their successors hereunder, the Holders of the
Certificates, any benefit or any legal or equitable right, power, remedy or
claim under this Agreement.
<PAGE> 47
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance_of_Mortgage_Loans. The Seller, concurrently with the
execution and delivery hereof, does hereby assign to the Trustee without
recourse all the right, title and interest of the Seller in and to (a) the Trust
Estate, including all interest (other than the portion, if any, representing the
Fixed Retained Yield) and principal received by the Seller on or with respect to
the Mortgage Loans after the Cut-Off Date (and including scheduled payments of
principal and interest due after the Cut-Off Date but received by the Seller on
or before the Cut-Off Date and Principal Prepayments received or applied on the
Cut-Off Date, but not including payments of principal and interest due on the
Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c)
the obligations of the Servicers under the Servicing Agreements with respect to
the Mortgage Loans and (d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as initial
custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any
Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment
is in the process of being recorded on the Closing Date, the Seller shall
deliver a copy thereof, certified by PHMC or the applicable PHMC Loan Seller to
be a true and complete copy of the document sent for recording, and the Seller
shall use its best efforts to cause each such original recorded document or
certified copy thereof to be delivered to the Trustee promptly following its
recordation. The Seller shall also cause to be delivered to the Trustee any
other original mortgage loan document to be included in the Owner Mortgage Loan
File if a copy thereof has been delivered.
In lieu of recording an assignment of any Mortgage the Seller may, to the extent
set forth in any Servicing Agreement, deliver or cause to be delivered to the
Trustee the assignment of the Mortgage Loan from the Seller to the Trustee in a
form suitable for recordation, together with an Opinion of Counsel (of which S&P
will be an addressee or with respect to which S&P shall be delivered a reliance
letter) to the effect that recording is not required to protect the Trustee's
right, title and interest in and to the related Mortgage Loan or, in case a
court should recharacterize the sale of the Mortgage Loans as a financing, to
perfect a first priority security interest in favor of the Trustee in the
related Mortgage Loan. In the event that the Master Servicer receives notice
that recording is required to protect the right, title and interest of the
Trustee in and to any such Mortgage Loan for which recordation of an assignment
has not previously been required, the Master Servicer shall promptly notify the
Trustee and the Trustee shall within five Business Days (or such other
reasonable period of time mutually agreed upon by the Master Servicer and the
Trustee) of its receipt of such notice deliver each previously unrecorded
assignment to the related Servicer for recordation.
Section 2.02. Acceptance_by_Trustee. The Trustee acknowledges receipt of the
Mortgage Notes, the Mortgages, the assignments and other documents referred to
in Section 2.01 above and declares that it holds and will hold such documents
and the other documents constituting a part of the Owner Mortgage Loan Files
delivered to it in trust, upon the trusts herein set forth, for the use and
benefit of all present and future Certificateholders. The Trustee agrees, for
the benefit of Certificateholders, to review each Owner Mortgage Loan File
within 45 days after execution of this Agreement in order to ascertain that all
required documents set forth in Section 2.01 have been executed and received and
<PAGE> 48
appear regular on their face, and that such documents relate to the Mortgage
Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may
rely on the purported due execution and genuineness of any such document and on
the purported genuineness of any signature thereon. If within such 45 day
period the Trustee finds any document constituting a part of an Owner Mortgage
Loan File not to have been executed or received or to be unrelated to the
Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular
on its face, the Trustee shall promptly notify the Seller, which shall have a
period of 60 days after such notice within which to correct or cure any such
defect. The Seller hereby covenants and agrees that, if any material defect is
not so corrected or cured, the Seller will, not later than 60 days after the
Trustee's notice to it referred to above respecting such defect, either (i)
repurchase the related Mortgage Loan or any property acquired in respect thereof
from the Trustee at a price equal to (a) 100% of the unpaid principal balance of
such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate less
any Fixed Retained Yield of such Mortgage Loan through the last day of the month
in which such repurchase takes place or (ii) if within two years of the Startup
Day, or such other period permitted by the REMIC Provisions, substitute for any
Mortgage Loan to which such material defect relates, a new mortgage loan (a
"substitute Mortgage Loan") having such characteristics so that the
representations and warranties of the Seller set forth in Section 2.03(b) hereof
(other than Section 2.03(b)(i)) would not have been incorrect had such
substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any
substitute Mortgage Loan have an unpaid principal balance, as of the date of
substitution, greater than the Scheduled Principal Balance (reduced by the
scheduled payment of principal due on the Due Date in the month of substitution)
of the Mortgage Loan for which it is substituted. In addition, such substitute
Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a
Mortgage Interest Rate equal to that of the Mortgage Loan for which it is
substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price shall
be deposited by the Seller in the Certificate Account maintained by the Master
Servicer pursuant to Section 3.02. In the case of a substitute Mortgage Loan,
the Mortgage File relating thereto shall be delivered to the Trustee and the
Substitution Principal Amount, together with (i) interest on such Substitution
Principal Amount at the applicable Net Mortgage Interest Rate to the following
Due Date of such Mortgage Loan which is being substituted for and (ii) an amount
equal to the aggregate amount of unreimbursed Periodic Advances in respect of
interest previously made by the Servicer, Master Servicer or Trustee with
respect to such Mortgage Loan, shall be deposited in the Certificate Account.
The Monthly Payment on the substitute Mortgage Loan for the Due Date in the
month of substitution shall not be part of the Trust Estate. Upon receipt by the
Trustee of written notification of any such deposit signed by an officer of the
Seller, or the new Mortgage File, as the case may be, the Trustee shall release
to the Seller the related Mortgage File and shall execute and deliver such
instrument of transfer or assignment, in each case without recourse, as shall be
necessary to vest in the Seller legal and beneficial ownership of such
substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Seller to substitute a new Mortgage Loan for
or repurchase any Mortgage Loan or property as to which such a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to the Certificateholders or the Trustee on behalf of the
Certificateholders. The failure of the Trustee to give any notice contemplated
herein within forty-five (45) days after the execution of this Agreement shall
not affect or relieve the Seller's obligation to repurchase any Mortgage Loan
pursuant to this Section 2.02.
<PAGE> 49
The Trustee may, concurrently with the execution and delivery hereof or at any
time thereafter, enter into a Custodial Agreement substantially in the form of
Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the
Mortgage Notes, the Mortgages, the assignments and other documents related to
the Mortgage Loans received by the Trustee, as agent for the Trustee, in trust
for the benefit of all present and future Certificateholders, which may provide,
among other things, that the Custodian shall conduct the review of such
documents required under the first paragraph of this Section 2.02.
Section 2.03.
Representations_and_Warranties_of_the_Master_Servicer_and_the_Seller. (a) The
Master Servicer hereby represents and warrants to the Trustee for the benefit of
Certificateholders that, as of the date of execution of this Agreement:
(i) The Master Servicer is a corporation duly formed and validly existing
under the laws of the State of New Jersey;
(ii) The execution and delivery of this Agreement by the Master Servicer and
its performance and compliance with the terms of this Agreement will not violate
the Master Servicer's corporate charter or by-laws 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 contract, agreement or
other instrument to which the Master Servicer is a party or which may be
applicable to the Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and delivery by
the Trustee and the Seller, constitutes a valid, legal and binding obligation of
the Master Servicer, enforceable against it in accordance with the terms hereof
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which default might have consequences that
would materially and adversely affect the condition (financial or other) or
operations of the Master Servicer or its properties or might have consequences
that would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Master Servicer's
knowledge, threatened against the Master Servicer which would prohibit its
entering into this Agreement or performing its obligations under this Agreement.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Owner Mortgage
Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the benefit of
Certificateholders that, as of the date of execution of this Agreement, with
respect to the Mortgage Loans, or each Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule was true and
correct in all material respects at the date or dates respecting which such
information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free and
<PAGE> 50
clear of any and all liens, pledges, charges or security interests of any nature
and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien on
the property therein described, and the Mortgaged Property is free and clear of
all encumbrances and liens having priority over the first lien of the Mortgage
except for liens for real estate taxes and special assessments not yet due and
payable and liens or interests arising under or as a result of any federal,
state or local law, regulation or ordinance relating to hazardous wastes or
hazardous substances, and, if the related Mortgaged Property is a condominium
unit, any lien for common charges permitted by statute or homeowners association
fees; and if the Mortgaged Property consists of shares of a cooperative housing
corporation, any lien for amounts due to the cooperative housing corporation for
unpaid assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or equivalent
document related to, and delivered to the Trustee or to the Custodian with, any
Mortgage establishes in the Seller a valid and subsisting first lien on the
property described therein and the Seller has full right to sell and assign the
same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage Note in
any material respect, satisfied, canceled or subordinated the Mortgage in whole
or in part, released the Mortgaged Property in whole or in part from the lien of
the Mortgage, or executed any instrument of release, cancellation, modification
or satisfaction, except in each case as is reflected in an agreement delivered
to the Trustee or the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and water,
sewer and municipal charges, which previously became due and owing have been
paid, or an escrow of funds has been established, to the extent permitted by
law, in an amount sufficient to pay for every such item which remains unpaid;
and the Seller has not advanced funds, or received any advance of funds by a
party other than the Mortgagor, directly or indirectly (except pursuant to any
Subsidy Loan arrangement) for the payment of any amount required by the
Mortgage, except for interest accruing from the date of the Mortgage Note or
date of disbursement of the Mortgage Loan proceeds, whichever is later, to the
day which precedes by thirty days the first Due Date under the related Mortgage
Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or hazardous
substances, as to which the Seller makes no representations), so as to affect
adversely the value of the Mortgaged Property as security for the Mortgage Loan
or the use for which the premises were intended and to the best of the Seller's
knowledge, there is no proceeding pending or threatened for the total or partial
condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however, that this
warranty shall be deemed not to have been made at the time of the initial
issuance of the Certificates if a title policy affording, in substance, the same
protection afforded by this warranty is furnished to the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares, the Mortgaged
Property consists of a fee simple estate in real property; all of the
<PAGE> 51
improvements which are included for the purpose of determining the appraised
value of the Mortgaged Property lie wholly within the boundaries and building
restriction lines of such property and no improvements on adjoining properties
encroach upon the Mortgaged Property (unless insured against under the related
title insurance policy); and to the best of the Seller's knowledge, the
Mortgaged Property and all improvements thereon comply with all requirements of
any applicable zoning and subdivision laws and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and the
Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses and
certificates required to be made or issued with respect to all occupied portions
of the Mortgaged Property and, with respect to the use and occupancy of the
same, including, but not limited to, certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate
authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the related
Mortgage Note have been made;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid and
binding obligation of the maker thereof, enforceable in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law); and, to the best
of the Seller's knowledge, all parties to the Mortgage Note and the Mortgage had
legal capacity to execute the Mortgage Note and the Mortgage and each Mortgage
Note and Mortgage has been duly and properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law with
respect to the origination of the Mortgage Loans including, without limitation,
truth-in-lending, real estate settlement procedures, consumer credit protection,
equal credit opportunity or disclosure laws applicable to the Mortgage Loans
have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed, there
is no requirement for future advances thereunder and any and all requirements as
to completion of any on-site or off-site improvements and as to disbursements of
any escrow funds therefor have been complied with (except for escrow funds for
exterior items which could not be completed due to weather); and all costs,
fees and expenses incurred in making, closing or recording the Mortgage Loan
have been paid, except recording fees with respect to Mortgages not recorded as
of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by Mortgaged
Property located in Iowa, as to which an opinion of counsel of the type
customarily rendered in such State in lieu of title insurance is instead
received) is covered by an American Land Title Association mortgagee title
insurance policy or other generally acceptable form of policy or insurance
acceptable to FNMA or FHLMC, issued by a title insurer acceptable to FNMA or
FHLMC insuring the originator, its successors and assigns, as to the first
priority lien of the Mortgage in the original principal amount of the Mortgage
Loan and subject only to (A) the lien of current real property taxes and
<PAGE> 52
assessments not yet due and payable, (B) covenants, conditions and restrictions,
rights of way, easements and other matters of public record as of the date of
recording of such Mortgage acceptable to mortgage lending institutions in the
area in which the Mortgaged Property is located or specifically referred to in
the appraisal performed in connection with the origination of the related
Mortgage Loan, (C) liens created pursuant to any federal, state or local law,
regulation or ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection purposes
and (D) such other matters to which like properties are commonly subject which
do not individually, or in the aggregate, materially interfere with the benefits
of the security intended to be provided by the Mortgage; the Seller is the sole
insured of such mortgagee title insurance policy, the assignment to the Trustee
of the Seller's interest in such mortgagee title insurance policy does not
require any consent of or notification to the insurer which has not been
obtained or made, such mortgagee title insurance policy is in full force and
effect and will be in full force and effect and inure to the benefit of the
Trustee, no claims have been made under such mortgagee title insurance policy,
and no prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such mortgagee
title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured by an
insurer acceptable to FNMA or FHLMC against loss by fire and such hazards as are
covered under a standard extended coverage endorsement, in an amount which is
not less than the lesser of 100% of the insurable value of the Mortgaged
Property and the outstanding principal balance of the Mortgage Loan, but in no
event less than the minimum amount necessary to fully compensate for any damage
or loss on a replacement cost basis; if the Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a blanket policy for the
project; if upon origination of the Mortgage Loan, the improvements on the
Mortgaged Property were in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards, a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the least of
(A) the outstanding principal balance of the Mortgage Loan, (B) the full
insurable value and (C) the maximum amount of insurance which was available
under the Flood Disaster Protection Act of 1973; and each Mortgage obligates the
Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or the
related Mortgage Note and no event which, with the passage of time or with
notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event of acceleration; the Seller has not waived
any default, breach, violation or event of acceleration; and no foreclosure
action is currently threatened or has been commenced with respect to the
Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
nor will the operation of any of the terms of the Mortgage Note or Mortgage, or
the exercise of any right thereunder, render the Mortgage Note or Mortgage
unenforceable, in whole or in part, or subject it to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, and no such
<PAGE> 53
right of rescission, set-off, counterclaim or defense has been asserted with
respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting in
complete amortization of the Mortgage Loan over a term of not more than 360
months;
(xx) Each Mortgage contains customary and enforceable provisions such as
to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security,
including realization by judicial foreclosure (subject to any limitation arising
from any bankruptcy, insolvency or other law for the relief of debtors), and
there is no homestead or other exemption available to the Mortgagor which would
interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a debtor in
any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares, leases or
occupancy agreements;
(xxiii) No payment required under any Mortgage Loan is more than 30 days
past due and no Mortgage Loan had more than one delinquency in the preceding 13
months; and
(xxiv) The Mortgage Loan is a "qualified mortgage" within the meaning of
Section 860G of the Code.
Notwithstanding the foregoing, no representations or warranties are made by the
Seller as to the absence or effect of hazardous wastes or hazardous substances
on any of the Mortgaged Properties or on the lien of any Mortgage. In addition,
no representations or warranties are made by the Seller with respect to the
absence or effect of fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Owner Mortgage
Loan Files to the Trustee and shall inure to the benefit of the Trustee
notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the Trustee or
the Custodian that any of the representations and warranties made in subsection
(b) above is not accurate (referred to herein as a "breach") and that such
breach materially and adversely affects the interests of the Certificateholders
in the related Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties (any Custodian being so obligated
under a Custodial Agreement). Within 60 days of its discovery or its receipt of
notice of any such breach, the Seller shall cure such breach in all material
respects or shall either (i) repurchase the Mortgage Loan or any property
acquired in respect thereof from the Trustee at a price equal to (A) 100% of the
unpaid principal balance of such Mortgage Loan plus (B) accrued interest at the
Net Mortgage Interest Rate for such Mortgage Loan through the last day of the
month in which such repurchase took place or (ii) if within two years of the
Startup Day, or such other period permitted by the REMIC Provisions, substitute
for such Mortgage Loan in the manner described in Section 2.02. The purchase
price of any repurchase described in this paragraph and the Substitution
<PAGE> 54
Principal Amount, if any, plus accrued interest thereon and the other amounts
referred to in Section 2.02, shall be deposited in the Certificate Account. It
is understood and agreed that the obligation of the Seller to repurchase or
substitute for any Mortgage Loan or property as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to Certificateholders, or to the Trustee on behalf of
Certificateholders, and such obligation shall survive until termination of the
Trust Estate hereunder.
Section 2.04. Execution_and_Delivery_of_Certificates. The Trustee acknowledges
the assignment to it of the Mortgage Loans and the delivery of the Owner
Mortgage Loan Files to it, and, concurrently with such delivery, has executed
and delivered to or upon the order of the Seller, in exchange for the Mortgage
Loans together with all other assets included in the definition of "Trust
Estate," receipt of which is hereby acknowledged, Certificates in authorized
denominations which evidence ownership of the entire Trust Estate.
Section 2.05.
Designation_of_Certificates;_Designation_of_Startup_Day_and_Latest_Possible_Matu
rity_Date. The Seller hereby designates the Subclasses of Class A Certificates
(other than the Class A-R Certificate), the Class AP Certificates, the Class M
Certificates and the Subclasses of Class B Certificates as classes of "regular
interests" and the Class A-R Certificate as the single class of "residual
interest" in the REMIC for the purposes of Code Sections 860G(a)(1) and
860G(a)(2), respectively. The Closing Date is hereby designated as the "Startup
Day" of the REMIC within the meaning of Code Section 860G(a)(9). The "latest
possible maturity date" of the regular interests in the REMIC is February 25,
2026 for purposes of Code Section 860G(a)(1).
<PAGE> 55
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01. Master_Servicer_Custodial_Account. (a) The Master Servicer shall
establish and maintain a Master Servicer Custodial Account for the deposit of
funds received by the Master Servicer with respect to the Mortgage Loans
serviced by each Servicer pursuant to each of the Servicing Agreements. Such
account shall be maintained as an Eligible Account. The Master Servicer shall
give notice to each Servicer and the Seller of the location of the Master
Servicer Custodial Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Master Servicer Custodial
Account on the day of receipt thereof all amounts received by it from any
Servicer pursuant to any of the Servicing Agreements, and shall, in addition,
deposit into the Master Servicer Custodial Account the following amounts, in the
case of amounts specified in clause (i), not later than the Distribution Date on
which such amounts are required to be distributed to Certificateholders and, in
the case of the amounts specified in clause (ii), not later than the Business
Day next following the day of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trustee, if any; and
(ii) in the case of any Mortgage Loan that is repurchased by the Seller
pursuant to Section 2.02 or 2.03 or that is auctioned by the Master Servicer
pursuant to Section 3.08 or purchased by the Master Servicer pursuant to Section
3.08 or 9.01, the purchase price therefor or, where applicable, any Substitution
Principal Amount and any amounts received in respect of the interest portion of
unreimbursed Periodic Advances.
(c) The Master Servicer shall cause the funds in the Master Servicer
Custodial Account to be invested in Eligible Investments. No such Eligible
Investments will be sold or disposed of at a gain prior to maturity unless the
Master Servicer has received an Opinion of Counsel or other evidence
satisfactory to it that such sale or disposition will not cause the Trust Estate
to be subject to Prohibited Transactions Tax, otherwise subject the Trust Estate
to tax, or cause the Trust Estate to fail to qualify as a REMIC while any
Certificates are outstanding. Any amounts deposited in the Master Servicer
Custodial Account prior to the Distribution Date shall be invested for the
account of the Master Servicer and any investment income thereon shall be
additional compensation to the Master Servicer for services rendered under this
Agreement. The amount of any losses incurred in respect of any such investments
shall be deposited in the Master Servicer Custodial Account by the Master
Servicer out of its own funds immediately as realized.
Section 3.02. Permitted_Withdrawals_from_the_Master_Servicer_Custodial_Account.
(a) The Master Servicer may, from time to time, make withdrawals from the
Master Servicer Custodial Account for the following purposes (limited, in the
case of Servicer reimbursements, to cases where funds in the respective
Custodial P&I Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any Servicer for
Periodic Advances made by the Master Servicer or the Trustee pursuant to Section
3.03(a) or any Servicer pursuant to any Servicing Agreement with respect to
previous Distribution Dates, such right to reimbursement pursuant to this
subclause (i) being limited to amounts received on or in respect of particular
<PAGE> 56
Mortgage Loans (including, for this purpose, Liquidation Proceeds, Insurance
Proceeds, REO Proceeds and proceeds from the purchase, sale, repurchase or
substitution of Mortgage Loans pursuant to Sections 2.02, 2.03, 3.08 or 9.01)
respecting which any such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trustee for
any Periodic Advances determined in good faith to have become Nonrecoverable
Advances; provided, however, that any portion of Nonrecoverable Advances
representing Fixed Retained Yield shall be reimbursable only from amounts
constituting Fixed Retained Yield and not from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from Liquidation
Proceeds or Insurance Proceeds for Liquidation Expenses and for amounts expended
by the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration of
damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other recovery
(including Net REO Proceeds) with respect to a particular Mortgage Loan, to pay
the Master Servicing Fee with respect to such Mortgage Loan to the Master
Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trustee (or, in
certain cases, the Seller) for expenses incurred by it (including taxes paid on
behalf of the Trust Estate) and recoverable by or reimbursable to it pursuant to
Section 3.03(c), 3.03(d) or 6.03 or the second sentence of Section 8.14(a) or
pursuant to such Servicer's Servicing Agreement;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been repurchased
or replaced pursuant to Section 2.02 or 2.03 or auctioned pursuant to Section
3.08 or to pay to the Master Servicer with respect to each Mortgage Loan or
property acquired in respect thereof that has been purchased pursuant to Section
3.08 or 9.01, all amounts received thereon and not required to be distributed as
of the date on which the related repurchase or purchase price or Scheduled
Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in the manner
provided for herein;
(viii) to pay to the Master Servicer any interest earned on or investment
income with respect to funds in the Master Servicer Custodial Account;
(ix) to pay to the Master Servicer or any Servicer out of Net
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to such Servicer's
Servicing Agreement) and any unpaid assumption fees, late payment charges or
other Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from the Master Servicer Custodial Account any amount
deposited in the Master Servicer Custodial Account that was not required to be
deposited therein;
(xi) to clear and terminate the Master Servicer Custodial Account
pursuant to Section 9.01; and
(xii) to pay to PHMC from any Mortgagor payment on account of interest or
other recovery (including Net REO Proceeds) with respect to a particular
<PAGE> 57
Mortgage Loan, the Fixed Retained Yield, if any, with respect to such Mortgage
Loan; provided, however, that with respect to any payment of interest received
by the Master Servicer in respect of a Mortgage Loan (whether paid by the
Mortgagor or received as Liquidation Proceeds, Insurance Proceeds or otherwise)
which is less than the full amount of interest then due with respect to such
Mortgage Loan, only that portion of such payment of interest that bears the same
relationship to the total amount of such payment of interest as the Fixed
Retained Yield Rate, if any, in respect of such Mortgage Loan bears to the
Mortgage Interest Rate shall be allocated to the Fixed Retained Yield with
respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any payment
to and withdrawal from the Master Servicer Custodial Account.
Section 3.03 Advances_by_Master_Servicer_and_Trustee. (a) In the event a
Servicer fails to make any required Periodic Advances of principal and interest
on a Mortgage Loan as required by the related Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Master Servicer shall make Periodic Advances to the extent provided
hereby. The Master Servicer shall certify to the Trustee with respect to such
Distribution Date (i) the amount of Periodic Advances required of such Servicer,
(ii) the amount actually advanced, (iii) the amount that the Master Servicer is
required to advance hereunder and (iv) whether it has been determined not to
make an advance because it reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Master Servicer shall be
deposited in the Master Servicer Custodial Account at least one Business Day
prior to the related Distribution Date. If the Master Servicer fails to make
any Periodic Advance required of it hereunder, the Trustee shall instead make
such Periodic Advance to the extent required by Section 8.15, provided that the
Trustee has previously received the foregoing certificate of the Master
Servicer. Notwithstanding the foregoing, neither the Master Servicer nor the
Trustee will be obligated to make a Periodic Advance that it reasonably believes
to be a Nonrecoverable Advance. The Trustee may conclusively rely for any
determination to be made by it hereunder upon the determination of the Master
Servicer as set forth in its certificate.
(b) To the extent a Servicer fails to make an advance on account of the taxes
or insurance premiums with respect to a Mortgage Loan required pursuant to
Section 17.3 of the related Servicing Agreement, the Master Servicer shall, if
the Master Servicer knows of such failure of the Servicer, advance such funds
and take such steps as are necessary to pay such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Master Servicer Custodial Account for any Periodic Advance
made by it under Section 3.03(a) to the extent described in Section 3.02(a)(i)
or with respect to any such Periodic Advance which the Master Servicer or the
Trustee shall ultimately determine in its good faith judgment to be a
Nonrecoverable Advance from funds generally available in the Master Servicer
Custodial Account.
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trustee shall be required to pay or advance any amount which
any Servicer was required, but failed, to deposit in the Master Servicer
Custodial Account.
The Master Servicer shall be entitled to be reimbursed pursuant to Section
3.02(a)(v) for any advance by it pursuant to Section 3.03(b), but shall
<PAGE> 58
diligently pursue restoration of such amount to the Master Servicer Custodial
Account from the related Servicer.
Section 3.04. Trustee_to_Cooperate;_Release_of_Owner_Mortgage_Loan_Files. Upon
the receipt by the Master Servicer of a Request for Release in connection with
the deposit by a Servicer into the Master Servicer Custodial Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trustee that all amounts required to be remitted to the
Master Servicer Custodial Account in connection with such Mortgage Loan have
been so deposited, and shall deliver such Request for Release to the Trustee.
The Trustee shall, within five Business Days of its receipt of such a Request
for Release, release the related Owner Mortgage Loan File to the Master Servicer
or such Servicer, as requested by the Master Servicer. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Master Servicer Custodial Account.
From time to time and as appropriate for the servicing or foreclosure of any
Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trustee and the Trustee shall, within five Business Days, release the
related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Master Servicer Custodial Account or
(ii) the Owner Mortgage Loan 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 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 the Master
Servicer or such Servicer certifying as to the name and address of the Person to
which such Owner Mortgage Loan File or such document was delivered and the
purpose or purposes of such delivery. Upon receipt of an Officer's Certificate
of the Master Servicer or such Servicer stating that such Mortgage Loan was
liquidated and that all amounts received or to be received in connection with
such liquidation which are required to be deposited into the Master Servicer
Custodial Account have been so deposited, or that such Mortgage Loan has become
an REO Mortgage Loan, the Request for Release shall be released by the Trustee
to the Master Servicer or such Servicer, as appropriate.
Upon written certification of the Master Servicer or the Servicer of such
Mortgage Loan, the Trustee shall execute and deliver to the Master Servicer or
such Servicer, as directed by the Master Servicer, 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
<PAGE> 59
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.
Section 3.05. Reports_to_the_Trustee;_Annual_Compliance_Statements. (a) Not
later than 15 days after each Distribution Date, the Master Servicer shall
deliver to the Trustee a statement setting forth the status of the Master
Servicer Custodial Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. 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 unpaid principal balance of all of
the Mortgage Loans as of the close of business 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 upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or before April 30 of
each year, an Officers' Certificate signed by an officer of the Master Servicer,
certifying that (i) such officer has reviewed the activities of the Master
Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) an officer of the Master Servicer has conducted an examination of the
activities of the Servicers during the preceding calendar year and their
performance under the Servicing Agreements, (B) an officer of the Master
Servicer has examined the Servicers' Fidelity Bond and Errors and Omissions
Policies and each such bond or policy is in effect and conforms to the
requirements of the applicable Servicing Agreement, (C) the Master Servicer has
received from each Servicer any required financial statements and such other
information as is required by such Servicer's Servicing Agreement and (D) to the
best of such officer's knowledge, based on such examination, each Servicer has
performed and fulfilled its duties, responsibilities and obligations under its
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the performance or fulfillment of any such duties,
responsibilities or obligations, specifying each such default known to such
officer and the nature and status thereof. Copies of such Officers' Certificate
shall be provided by the Trustee to any Certificateholder upon written request
provided such certificate is delivered, or caused to be delivered, by the Master
Servicer to the Trustee.
(c) Each year the Master Servicer shall review each Servicer's performance
under its Servicing Agreement and the status of any fidelity bond and errors and
omissions policy required to be maintained by such Servicer under its Servicing
Agreement.
Section 3.06. Title,_Management_and_Disposition_of_Any_REO_Mortgage_Loan. In
the event that a Servicer is unable to dispose of any REO Mortgage Loan within
the period mandated by Section 14.4.2 of each of the Servicing Agreements, the
<PAGE> 60
Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Master Servicer Custodial Account,
release or cause to be released to the entity identified by the Master Servicer
the related Owner Mortgage Loan File and Servicer Mortgage Loan File and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in the auction purchaser title
to the REO Mortgage Loan and the Trustee shall have no further responsibility
with regard to such Owner Mortgage Loan File or Servicer Mortgage Loan File.
Neither the Trustee, the Master Servicer nor any Servicer, acting on behalf of
the Trust Estate, shall provide financing from the Trust Estate to any purchaser
of REO Mortgage Loan.
Section 3.07.
Amendments_to_Servicing_Agreements,_Modification_of_Standard_Provisions. (a)
Subject to the prior written approval of the Trustee, the Master Servicer from
time to time may, to the extent permitted by the applicable Servicing Agreement,
make such modifications and amendments to such Servicing Agreement as the Master
Servicer deems necessary or appropriate to confirm or carry out more fully the
intent and purpose of such Servicing Agreement and the duties, responsibilities
and obligations to be performed by the Servicer thereunder. Such modifications
may only be made if they are consistent with the REMIC Provisions, as evidenced
by an Opinion of Counsel. Prior to the issuance of any modification or
amendment, the Master Servicer shall deliver to the Trustee such Opinion of
Counsel and an Officer's Certificate setting forth (i) the provision that is to
be modified or amended, (ii) the modification or amendment that the Master
Servicer desires to issue and (iii) the reason or reasons for such proposed
amendment or modification.
(b) The Trustee may, without the consent of any Certificateholder, enter into
or consent to any amendment or supplement to a Servicing Agreement for the
purpose of (i) curing any mistake or ambiguity or to further effect or protect
the rights of the Certificateholders or (ii) for any other purpose, provided
such amendment or supplement for such other purpose cannot reasonably be
expected to adversely affect Certificateholders. The lack of an adverse effect
on Certificateholders may be established through various means, including the
delivery to the Trustee of written notification from each Rating Agency to the
effect that such amendment or supplement will not result in reduction of the
current rating assigned by that Rating Agency to the Certificates. The Trustee
may, in its discretion, decline to enter into or consent to any such supplement
or amendment if its own rights, duties or immunities shall be adversely
affected.
Section 3.08. Oversight_of_Servicing. The Master Servicer shall supervise,
monitor and oversee the servicing of the Mortgage Loans by each Servicer and the
performance by each Servicer of all services, duties, responsibilities and
obligations that are to be observed or performed by the Servicer under its
respective Servicing Agreement. In performing its obligations hereunder, the
Master Servicer shall act in a manner consistent with Accepted Master Servicing
Practices and with the Trustee's and the Certificateholders' reliance on the
Master Servicer, and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
<PAGE> 61
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Trust Estate of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on the REMIC or the Trust Estate. The
Master Servicer shall have full power and authority in its sole discretion to
take any action with respect to the Trust Estate as may be necessary or
advisable to avoid the circumstances specified including clause (ii) or (iii) of
the preceding sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trustee or the Master Servicer, such modification
shall be construed as a substitution of the modified Mortgage Loan for the
Mortgage Loan originally deposited in the Trust Estate. No modification shall
be approved unless (i) the modified Mortgage Loan would qualify as a substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes.
During the term of this Agreement, the Master Servicer shall consult fully with
each Servicer as may be necessary from time to time to perform and carry out the
Master Servicer's obligations hereunder and otherwise exercise reasonable
efforts to encourage such Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by it under its Servicing
Agreement.
The relationship of the Master Servicer to the Trustee under this Agreement is
intended by the parties to be that of an independent contractor and not that of
a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the Trustee
and shall have full power and authority, acting alone or (subject to Section
6.06) through one or more subcontractors, to do any and all things in connection
with such administration which it may deem necessary or desirable. Upon the
execution and delivery of this Agreement, and from time to time as may be
required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Master Servicer shall be entitled, at its option, to repurchase any
defaulted Mortgage Loan from the Trust Estate if, in the Master Servicer's
judgment, the default is not likely to be cured by the Mortgagor. The purchase
<PAGE> 62
price for any such Mortgage Loan shall be 100% of the unpaid principal balance
of such Mortgage Loan plus accrued interest thereon at the Mortgage Interest
Rate less any Fixed Retained Yield for such Mortgage Loan through the last day
of the month in which such repurchase occurs. Upon the receipt of such purchase
price, the Master Servicer shall provide to the Trustee the certification
required by Section 3.04 and the Trustee and the Custodian, if any, shall
promptly release to the Master Servicer the Owner Mortgage Loan File relating to
the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Master Servicer Custodial Account, release or cause to
be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trustee shall have no further responsibility with regard to such Owner
Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee, nor the
Master Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to the Servicing
Agreements, object to the foreclosure upon, or other related conversion of the
ownership of, any Mortgaged Property by the related Servicer if (i) the Master
Servicer believes such Mortgaged Property may be contaminated with or affected
by hazardous wastes or hazardous substances or (ii) such Servicer does not agree
to administer such Mortgaged Property, once the related Mortgage Loan becomes an
REO Mortgage Loan, in a manner which would not result in a federal tax being
imposed upon the Trust Estate or the REMIC.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class B Subclass or a
holder of a class of securities representing interests in the Class B
Certificates and/or other subordinated mortgage pass-through certificates, such
agreement to be substantially in the form of Exhibit M hereto or subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into of such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) as a result of such agreement.
Any such agreement may contain provisions whereby such holder may instruct the
Master Servicer to instruct a Servicer to the extent provided in the applicable
Servicing Agreement to commence or delay foreclosure proceedings with respect to
delinquent Mortgage Loans and will contain provisions for the deposit of cash by
the holder that would be available for distribution to Certificateholders if
Liquidation Proceeds are less than they otherwise may have been had the Servicer
acted in accordance with its normal procedures.
Section 3.09. Termination_and_Substitution_of_Servicing_Agreements. Upon the
occurrence of any event for which a Servicer may be terminated pursuant to its
<PAGE> 63
Servicing Agreement, the Master Servicer shall promptly deliver to the Seller
and the Trustee an Officer's Certificate certifying that an event has occurred
which may justify termination of such Servicing Agreement, describing the
circumstances surrounding such event and recommending what action should be
taken by the Trustee with respect to such Servicer. If the Master Servicer
recommends that such Servicing Agreement be terminated, the Master Servicer's
certification must state that the breach is material and not merely technical in
nature. Upon written direction of the Master Servicer, based upon such
certification, the Trustee shall promptly terminate such Servicing Agreement.
The Master Servicer shall indemnify the Trustee and hold it harmless from and
against any and all claims, liabilities, costs and expenses (including, without
limitation, reasonable attorneys' fees) arising out of, or assessed against the
Trustee in connection with termination of such Servicing Agreement at the
direction of the Master Servicer. If the Trustee terminates such Servicing
Agreement, the Trustee may enter into a substitute Servicing Agreement with the
Master Servicer or, at the Master Servicer's nomination, with another mortgage
loan service company acceptable to the Trustee, the Master Servicer and each
Rating Agency under which the Master Servicer or such substitute servicer, as
the case may be, shall assume, satisfy, perform and carry out all liabilities,
duties, responsibilities and obligations that are to be, or otherwise were to
have been, satisfied, performed and carried out by such Servicer under such
terminated Servicing Agreement. Until such time as the Trustee enters into a
substitute servicing agreement with respect to the Mortgage Loans previously
serviced by such Servicer, the Master Servicer shall assume, satisfy, perform
and carry out all obligations which otherwise were to have been satisfied,
performed and carried out by such Servicer under its terminated Servicing
Agreement. However, in no event shall the Master Servicer be deemed to have
assumed the obligations of a Servicer to advance payments of principal and
interest on a delinquent Mortgage Loan in excess of the Master Servicer's
independent Periodic Advance obligation under Section 3.03 of this Agreement.
As compensation for the Master Servicer of any servicing obligations fulfilled
or assumed by the Master Servicer, the Master Servicer shall be entitled to any
servicing compensation to which a Servicer would have been entitled if the
Servicing Agreement with such Servicer had not been terminated.
<PAGE> 64
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01. Distributions. (a) On each Distribution Date, the Pool
Distribution Amount will be applied in the following amounts, to the extent the
Pool Distribution Amount is sufficient therefor, in the manner and in the order
of priority as follows:
first, to the Subclasses of Class A Certificates, pro rata, based upon their
respective Class A Subclass Interest Accrual Amounts, in an aggregate amount up
to the Class A Interest Accrual Amount;
second, to the Subclasses of Class A Certificates, pro rata, based upon their
respective Class A Subclass Unpaid Interest Shortfalls in an aggregate amount up
to the Class A Unpaid Interest Shortfall;
third, concurrently, to the Class A and Class AP Certificates, pro rata based on
their respective Class A Optimal Principal Amount and Class AP Optimal Principal
Amount, (A) to the Subclasses of Class A Certificates, in an aggregate amount up
to the Class A Optimal Principal Amount, such distribution to be allocated among
such Subclasses in accordance with Section 4.01(b) or Section 4.01(c), as
applicable and (B) to the Class AP Certificates up to the Class AP Optimal
Principal Amount;
fourth, to the Class AP Certificates in an amount up to the Class AP Deferred
Amount first from amounts otherwise distributable (without regard to this
Paragraph fourth) first to the Class B-5 Certificates pursuant to Paragraph
twenty-second, below, second to the Class B-4 Certificates pursuant to Paragraph
nineteenth, below, third to the Class B-3 Certificates pursuant to Paragraph
sixteenth, below, fourth to the Class B-2 Certificates pursuant to Paragraph
thirteenth, below and fifth to the Class B-1 Certificates pursuant to Paragraph
tenth below and then from amounts otherwise distributable (without regard to
this paragraph fourth) to the Class M Certificates pursuant to Paragraph
seventh, below;
fifth, to the Class M Certificates in an amount up to the Class M Interest
Accrual Amount;
sixth, to the Class M Certificates in an amount up to the Class M Unpaid
Interest Shortfall;
seventh, to the Class M Certificates in an amount up to the Class M Optimal
Principal Amount; provided, however, that the amount distributable to the Class
M Certificates pursuant to this Paragraph seventh will be reduced by the amount,
if any, that would have been distributable to the Class M Certificates hereunder
used to pay the Class AP Deferred Amount as provided in Paragraph fourth above;
eighth, to the Class B-1 Certificates in an amount up to the Class B Subclass
Interest Accrual Amount for the Class B-1 Certificates with respect to such
Distribution Date;
ninth, to the Class B-1 Certificates in an amount up to the Class B-1 Unpaid
Interest Shortfall;
<PAGE> 65
tenth, to the Class B-1 Certificates in an amount up to the Class B-1 Optimal
Principal Amount; provided, however, that the amount distributable to the Class
B-1 Certificates pursuant to this Paragraph tenth will be reduced by the amount,
if any, that would have been distributable to the Class B-1 Certificates
hereunder used to pay the Class AP Deferred Amount as provided in Paragraph
fourth above;
eleventh, to the Class B-2 Certificates in an amount up to the Class B Subclass
Interest Accrual Amount for the Class B-2 Certificates with respect to such
Distribution Date;
twelfth, to the Class B-2 Certificates in an amount up to the Class B-2 Unpaid
Interest Shortfall;
thirteenth, to the Class B-2 Certificates in an amount up to the Class B-2
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-2 Certificates pursuant to this Paragraph thirteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-2
Certificates hereunder used to pay the Class AP Deferred Amount as provided in
Paragraph fourth above;
fourteenth, to the Class B-3 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-3 Certificates with respect to
such Distribution Date;
fifteenth, to the Class B-3 Certificates in an amount up to the Class B-3 Unpaid
Interest Shortfall;
sixteenth, to the Class B-3 Certificates in an amount up to the Class B-3
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-3 Certificates pursuant to this Paragraph sixteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-3
Certificates hereunder used to pay the Class AP Deferred Amount as provided in
Paragraph fourth above;
seventeenth, to the Class B-4 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-4 Certificates with respect to
such Distribution Date;
eighteenth, to the Class B-4 Certificates in an amount up to the Class B-4
Unpaid Interest Shortfall;
nineteenth, to the Class B-4 Certificates in an amount up to the Class B-4
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-4 Certificates pursuant to this Paragraph nineteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-4
Certificates hereunder used to pay the Class AP Deferred Amount as provided in
Paragraph fourth above;
twentieth, to the Class B-5 Certificates in an amount up to the Class B Subclass
Interest Accrual Amount for the Class B-5 Certificates with respect to such
Distribution Date;
twenty-first, to the Class B-5 Certificates in an amount up to the Class B-5
Unpaid Interest Shortfall;
twenty-second, to the Class B-5 Certificates in an amount up to the Class B-5
Optimal Principal Amount; provided, however, that the amount distributable to
<PAGE> 66
the Class B-5 Certificates pursuant to this Paragraph twenty-second will be
reduced by the amount, if any, that would have been distributable to the Class
B-5 Certificates hereunder used to pay the Class AP Deferred Amount as provided
in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate.
In addition, Net Foreclosure Profits, if any, with respect to such Distribution
Date minus any portion thereof payable to a Servicer pursuant to Section
3.02(ix) hereof shall be distributed to the Holder of the Class A-R Certificate.
With respect to any Distribution Date, the amount of the Principal Adjustment,
if any, attributable to any Class B Subclass will be allocated pro rata based on
principal balance among the Class A and Class M Certificates and any Class B
Subclass with a lower numerical designation and the amount of the Principal
Adjustment, if any, attributable to the Class M Certificates will be allocated
to the Subclasses of Class A Certificates pro rata based on Class A Subclass
Principal Balance.
(b) On each Distribution Date occurring prior to the Cross-Over Date, the
Class A Principal Distribution Amount shall be allocated among and distributed,
pursuant to Section 4.01(e) hereof, in reduction of the principal balances of
the Subclasses of Class A Certificates as follows:
first, to the Class A-6 Certificates up to the Class A-6 Priority Amount;
second, to the Class A-R Certificate until the Class A Subclass Principal
Balance thereof has been reduced to zero;
third, concurrently, to the Class A-1 and Class A-2 Certificates, pro rata,
until the Class A Subclass Principal Balance of each such Subclass has been
reduced to zero; and
fourth, sequentially, to the Class A-3, Class A-4, Class A-5 and Class A-6
Certificates, in that order, until the Class A Subclass Principal Balance of
each such Subclass has been reduced to zero.
(c) On each Distribution Date occurring on or subsequent to the Cross-Over
Date, the Class A Principal Distribution Amount shall be distributed among the
Subclasses of Class A Certificates pro rata in accordance with their outstanding
Class A Subclass Principal Balances.
(d) (i) For purposes of determining whether the Subclasses of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(a) if the Current Class M Fractional Interest is less than the Original
Class M Fractional Interest and the Class M Principal Balance is greater than
zero, the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates
shall not be eligible to receive distributions of principal; or
(b) if the Current Class B-1 Fractional Interest is less than the Original
Class B-1 Fractional Interest and the Class B-1 Principal Balance is greater
than zero, the Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall
not be eligible to receive distributions of principal; or
(c) if the Current Class B-2 Fractional Interest is less than the Original
Class B-2 Fractional Interest and the Class B-2 Principal Balance is greater
<PAGE> 67
than zero, the Class B-3, Class B-4 and Class B-5 Certificates shall not be
eligible to receive distributions of principal; or
(d) if the Current Class B-3 Fractional Interest is less than the Original
Class B-3 Fractional Interest and the Class B-3 Principal Balance is greater
than zero, the Class B-4 and Class B-5 Certificates shall not be eligible to
receive distributions of principal; or
(e) if the Current Class B-4 Fractional Interest is less than the Original
Class B-4 Fractional Interest and the Class B-4 Principal Balance is greater
than zero, the Class B-5 Certificates shall not be eligible to receive
distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the aggregate
distributions to Holders of the Class M Certificates and/or the Subclasses of
Class B Certificates entitled to receive distributions of principal would reduce
the Subclasses of Class B Certificates entitled to receive distributions of
principal below zero, first the Class M Prepayment Percentage and/or the Class B
Subclass Prepayment Percentage of any affected Class B Subclass for such
Distribution Date beginning with the affected Subclass with the lowest numerical
Subclass designation and then, if necessary, the Class M Percentage and/or the
Class B Subclass Percentage of such Subclass of the Class B Certificates for
such Distribution Date shall be reduced to the respective percentages necessary
to bring the Class M Principal Balance and/or the Class B Subclass Principal
Balance of such Class B Subclass to zero. The Class B Subclass Prepayment
Percentages and the Class B Subclass Percentages of the remaining Class B
Subclasses will be recomputed substituting for the Subordinated Prepayment
Percentage and Subordinated Percentage in such computations the difference
between (A) the Subordinated Prepayment Percentage or Subordinated Percentage,
as the case may be, and (B) the percentages determined in accordance with the
preceding sentence necessary to bring the Class M Principal Balance and/or the
Class B Subclass Principal Balance of the affected Class B Subclasses to zero;
provided, however, that if the Class B Subclass Principal Balances of all the
Class B Subclasses eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date the Class B Subclass Prepayment
Percentage and the Class B Subclass Percentage of the Class B Subclass with the
lowest numerical Subclass designation which would otherwise be ineligible to
receive distributions of principal in accordance with this Section shall equal
the remainder of the Subordinated Prepayment Percentage for such Distribution
Date minus the sum of the Class M Prepayment Percentage and the Class B Subclass
Prepayment Percentages of the Class B Subclasses having lower numerical Subclass
designations, if any, and the remainder of the Subordinated Percentage for such
Distribution Date minus the sum of the Class M Percentage and the Class B
Subclass Percentages of the Class B Subclasses having lower numerical Subclass
designations, if any, respectively. Any entitlement of any Class B Subclass to
principal payments solely pursuant to this clause (ii) shall not cause such
Subclass to be regarded as being eligible to receive principal distributions for
the purpose of applying the definition of its Class B Subclass Percentage or
Class B Subclass Prepayment Percentage.
(e) On each Distribution Date other than the Final Distribution Date (if such
Final Distribution Date is in connection with a purchase of the assets of the
Trust Estate by the Master Servicer), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record on the preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution to Certificateholders
or in the last paragraph of this Section 4.01(e) respecting the final
distribution in respect of any Class or Subclass) either in immediately
<PAGE> 68
available funds by wire transfer to the account of such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder holds Certificates having a Denomination at least equal to
that specified in Section 11.26, and has so notified the Master Servicer or, if
applicable, the Paying Agent at least seven Business Days prior to the
Distribution Date or, if such Holder holds Certificates having, in the
aggregate, a Denomination less than the requisite minimum Denomination or if
such Holder holds the Class A-R Certificate or has not so notified the Paying
Agent, by check mailed to such Holder at the address of such Holder appearing in
the Certificate Register, such Holder's share (based on the aggregate of the
Percentage Interests represented by Certificates of the applicable Subclass or
Class of Certificates held by such Holder) of the Class A Subclass Distribution
Amount with respect to each Subclass of Class A Certificates, the Class AP
Distribution Amount with respect to the Class AP Certificates, the Class M
Distribution Amount with respect to the Class M Certificates and the Class B
Subclass Distribution Amount with respect to each such Subclass of Class B
Certificates.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Class A Subclass Principal Balance of any Subclass of Class A
Certificates (other than the Class A-R Certificate), the Class AP Principal
Balance of the Class AP Certificates, the Class M Principal Balance of the Class
M Certificates or the Class B Subclass Principal Balance of any Subclass of
Class B Certificates would be reduced to zero, the Master Servicer shall, as
soon as practicable after the Determination Date relating to such Distribution
Date, send a notice to the Trustee. The Trustee will then send a notice to each
Certificateholder of such Subclass or Class with a copy to the Certificate
Registrar, specifying that the final distribution with respect to such Subclass
will be made on such Distribution Date only upon the presentation and surrender
of such Certificateholder's Certificates at the office or agency of the Trustee
therein specified; provided, however, that the failure to give such notice will
not entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a).
(g) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to Non-
U.S. Persons. For the purposes of this paragraph, a "Non-U.S. Person" is an
individual, corporation, partnership or other person other than a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust that is subject to U.S. federal
income tax regardless of the source of its income.
Section 4.02. Allocation_of_Realized_Losses. (a) With respect to any
Distribution Date, the principal portion of Realized Losses (other than Debt
Service Reductions, Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) will be allocated as follows:
first, to the Class B-5 Certificates until the Class B-5 Principal Balance has
been reduced to zero;
second, to the Class B-4 Certificates until the Class B-4 Principal Balance has
been reduced to zero;
<PAGE> 69
third, to the Class B-3 Certificates until the Class B-3 Principal Balance has
been reduced to zero;
fourth, to the Class B-2 Certificates until the Class B-2 Principal Balance has
been reduced to zero;
fifth, to the Class B-1 Certificates until the Class B-1 Principal Balance has
been reduced to zero;
sixth, to the Class M Certificates until the Class M Principal Balance has been
reduced to zero; and
seventh, to the Class A and Class AP Certificates pro rata based on the Classes
A/M/B Fraction and the Class AP Fraction, respectively.
This allocation of Realized Losses will be effected through the reduction of the
applicable Subclass principal balance.
(b) With respect to any Distribution Date, the principal portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class AP
Certificates will equal the product of the amount of any such principal loss and
the Class AP Fraction for such Mortgage Loan. The principal portion of any
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class AP Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A, Class M and
Class B Certificates based on the Class A Principal Balance, the Class M
Principal Balance and the Class B Principal Balance. Any such loss allocated to
the Class A Certificates shall be allocated on the subsequent Determination Date
among the outstanding Subclasses of Class A Certificates in accordance with the
Class A Subclass Loss Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated pro rata among the
outstanding Subclasses of Class B Certificates based on their Class B Subclass
Principal Balances.
(c) Any Realized Losses allocated to a Subclass of Class A Certificates or
Class B Certificates or to the Class AP Certificates or Class M Certificates
pursuant to Section 4.02(a) or Section 4.02(b) shall be allocated among the
Certificates of such Subclass or Class based on their Percentage Interests.
(d) In the event that there is a recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Subclasses of Class A Certificates, the Class AP Certificates, the
Class M Certificates or any Subclasses of Class B Certificates, each outstanding
Subclass or Class to which such Realized Loss had previously been allocated
shall be entitled to its share (with respect to the Class AP Certificates, based
on the Class AP Fraction of such Mortgage Loan and, with respect to the Class A
Certificates, Class M Certificates and Class B Certificates, based on their pro
rata share of the Classes A/M/B Fraction of such Mortgage Loan) of such recovery
up to the amount of such Realized Loss previously allocated to such Subclass or
Class on the Distribution Date in the month following the month in which such
recovery is received. A Subclass or Class of Certificates that is no longer
outstanding shall not be entitled to any share of such recovery. In the event
that the amount of such recovery exceeds the amount of such recovery allocated
to each outstanding Subclass or Class in accordance with the preceding
provisions, each outstanding Subclass or Class shall be entitled to its pro rata
share (determined as described above) of such excess up to the amount of any
<PAGE> 70
unrecovered Realized Loss previously allocated to such Subclass or Class .
(e) The interest portion of Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses shall be allocated among the Class A Certificates,
the Class M Certificates and the Class B Certificates, pro rata based on the
Class A Interest Accrual Amount, the Class M Interest Accrual Amount and the
Class B Interest Accrual Amount for the related Distribution Date. Any such
loss allocated to the Class A Certificates shall be allocated among the
outstanding Subclasses of Class A Certificates based on their Class A Subclass
Interest Percentages. Any such loss allocated to the Class B Certificates will
be allocated among the outstanding Subclasses of Class B Certificates based on
their Class B Subclass Interest Percentages. In addition, after the Class M
Principal Balance and the Class B Principal Balance have been reduced to zero,
the interest portion of Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated
among the outstanding Subclasses of Class A Certificates based on their Class A
Subclass Interest Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02 will be
allocated on the Determination Date in the second month following the month in
which such loss was incurred with respect to the preceding Distribution Date.
Section 4.03 Paying_Agent. (a) The Master Servicer hereby appoints the
Trustee as initial Paying Agent to make distributions to Certificateholders and
to forward to Certificateholders the periodic statements and the annual
statements required by Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for distribution
to Certificateholders in trust for the benefit of Certificateholders until such
amounts are distributed to Certificateholders or otherwise disposed of as herein
provided;
(ii) give the Trustee notice of any default by the Master Servicer in
remitting any required amount; and
(iii) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all amounts held in
trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account, which
shall be a separate trust account and an Eligible Account, in which the Master
Servicer shall cause to be deposited from funds in the Master Servicer Custodial
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent
to invest the funds in the Payment Account. Any such investment shall be in
<PAGE> 71
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
Section 4.04.
Statements_to_Certificateholders;_Report_to_the_Trustee_and_the_Seller.
Concurrently with each distribution pursuant to Section 4.01(e), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
(i) the amount of such distribution to Holders of each Class A Subclass
allocable to principal, separately identifying the aggregate amount of any
Principal Prepayments included therein;
(ii) (a) the amount of such distribution to Holders of each Subclass of
Class A Certificates allocable to interest, (b) the amount of the Current Class
A Interest Distribution Amount allocated to each Class A Subclass, (c) any Class
A Subclass Interest Shortfall Amounts arising with respect to such Distribution
Date and any remaining Class A Subclass Unpaid Interest Shortfall with respect
to each Subclass after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class A Subclass for such
Distribution Date and (e) the interest portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated to each Subclass for
such Distribution Date;
(iii) the amount of such distribution to Holders of the Class AP
Certificates, identifying the aggregate amount of any Principal Prepayments
included therein;
(iv) the amount of such distribution to Holders of the Class M
Certificates allocable to principal, separately identifying the aggregate amount
of any Principal Prepayments included therein;
(v) (a) the amount of such distribution to Holders of the Class M
Certificates allocable to interest, (b) the amount of the Current Class M
Interest Distribution Amount, (c) any Class M Interest Shortfall Amount arising
with respect to such Distribution Date and any remaining Class M Unpaid Interest
Shortfall after giving effect to such distribution, (d) the amount of any Non-
Supported Interest Shortfall allocated to the Class M Certificates for such
Distribution Date and (e) the interest portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class M
Certificates for such Distribution Date;
(vi) the amount of such distribution to Holders of each Class B Subclass
allocable to principal, separately identifying the aggregate amount of any
Principal Prepayments included therein;
<PAGE> 72
(vii) (a) the amount of such distribution to Holders of each Class B
Subclass allocable to interest, (b) the amount of the Current Class B Interest
Distribution Amount allocated to each Class B Subclass and the Pass-Through Rate
applicable to such Distribution Date, (c) any Class B Subclass Interest
Shortfall Amounts arising with respect to such Distribution Date and any
remaining Class B Subclass Unpaid Interest Shortfall with respect to each Class
B Subclass after giving effect to such distribution, (d) the amount of any Non-
Supported Interest Shortfall allocated to each Class B Subclass for such
Distribution Date, and (e) the interest portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated to each Class B
Subclass for such Distribution Date;
(viii) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trustee pursuant to the Servicing Agreements or this Agreement;
(ix) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(x) the Class A Principal Balance, the Class A Subclass Principal Balance
of each Subclass of Class A Certificates, the Class AP Principal Balance, the
Class M Principal Balance, the Class B Principal Balance and the Class B
Subclass Principal Balance of each Subclass of Class B Certificates as of the
following Determination Date after giving effect to the distributions of
principal made, and the principal portion of Realized Losses, if any, allocated
with respect to such Distribution Date;
(xi) the Adjusted Pool Amount, the Adjusted Pool Amount (Class AP
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans for such
Distribution Date and the aggregate Scheduled Principal Balance of the Discount
Mortgage Loans for such Distribution Date;
(xii) the aggregate Scheduled Principal Balances of the Mortgage Loans
serviced by PHMC and, collectively, by the Other Servicers as of such
Distribution Date;
(xiii) the Class A Percentage for the following Distribution Date
(without, in the case of Exhibit F-1 Mortgage Loans, giving effect to
Curtailments and Net Partial Liquidation Proceeds received after the
Determination Date in the current month which are applied as of the Due Date
occurring in such month);
(xiv) the Class A Prepayment Percentage for the following Distribution
Date (without, in the case of Exhibit F-1 Mortgage Loans, giving effect to
Curtailments and Net Partial Liquidation Proceeds received after the
Determination Date in the current month which are applied as of the Due Date
occurring in such month);
(xv) the Class M Percentage for the following Distribution Date (without,
in the case of Exhibit F-1 Mortgage Loans, giving effect to Curtailments and Net
Partial Liquidation Proceeds received after the Determination Date in the
current month which are applied as of the Due Date occurring in such month);
(xvi) the Class M Prepayment Percentage for the following Distribution
Date (without, in the case of Exhibit F-1 Mortgage Loans, giving effect to
Curtailments and Net Partial Liquidation Proceeds received after the
Determination Date in the current month which are applied as of the Due Date
occurring in such month);
<PAGE> 73
(xvii) the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
Percentages for the following Distribution Date (without, in the case of Exhibit
F-1 Mortgage Loans, giving effect to Curtailments and Net Partial Liquidation
Proceeds received after the Determination Date in the current month which are
applied as of the Due Date occurring in such month);
(xviii) the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
Prepayment Percentages for the following Distribution Date (without, in the case
of Exhibit F-1 Mortgage Loans, giving effect to Curtailments and Net Partial
Liquidation Proceeds received after the Determination Date in the current month
which are applied as of the Due Date occurring in such month);
(xix) the number and aggregate principal balances of Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or more;
(xx) the number and aggregate principal balances of the Mortgage Loans in
foreclosure as of the preceding Determination Date;
(xxi) the book value of any real estate acquired through foreclosure or
grant of a deed in lieu of foreclosure;
(xxii) the amount of the remaining Special Hazard Loss Amount, Fraud Loss
Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xxiii) the principal and interest portions of Realized Losses allocated
as of such Distribution Date and the amount of such Realized Losses constituting
Excess Special Hazard Losses, Excess Fraud Losses or Excess Bankruptcy Losses;
(xxiv) the aggregate amount of Bankruptcy Losses allocated to each
Subclass of Class B Certificates or, following the reduction of the Class B
Principal Balance to zero, solely to the Class M Certificates in accordance with
Section 4.02(a) since the Relevant Anniversary;
(xxv) the amount by which the Class B Subclass Principal Balance of each
Subclass of Class B Certificates and the Class M Principal Balance has been
reduced as a result of Realized Losses allocated as of such Distribution Date;
(xxvi) the unpaid principal balance of any Mortgage Loan as to which the
Servicer of such Mortgage Loan has determined not to foreclose because it
believes the related Mortgaged Property may be contaminated with or affected by
hazardous wastes or hazardous substances;
(xxvii) the amount of the aggregate Servicing Fees and Master Servicing
Fees paid (and not previously reported) with respect to the related Distribution
Date and the amount by which the aggregate Servicing Compensation has been
reduced by the Prepayment Interest Shortfall or Curtailment Interest Shortfall
for the related Distribution Date;
(xxviii) the Class AP Deferred Amount, if any; and
(xxix) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns; and
deliver a copy of each type of statement to the Trustee, who shall provide
copies thereof to Persons making written request therefor at the Corporate Trust
Office.
<PAGE> 74
In the case of information furnished with respect to a Class A Subclass pursuant
to clauses (i) and (ii) above, with respect to the Class AP Certificates
pursuant to clause (iii) above, with respect to the Class M Certificates
pursuant to clauses (iv) and (v) above and with respect to a Class B Subclass
pursuant to clauses (vi) and (vii) above, the amounts shall be expressed as a
dollar amount per Class A Certificate with a $1,000 Denomination, and as a
dollar amount per Class B Certificate with a $1 Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder, the information contained in clause (iii)
above in the case of a Class AP Certificateholder, the information contained in
clauses (iv) and (v)(a) above in the case of a Class M Certificateholder and the
information contained in clauses (vi) and (vii)(a) above in the case of a Class
B Certificateholder aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of
the Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trustee,
any Paying Agent and the Seller (the information in such statement to be made
available to Certificateholders by the Master Servicer on written request)
setting forth the Class A Subclass Distribution Amount with respect to each
Class A Subclass, the Class AP Distribution Amount, the Class M Distribution
Amount and the Class B Subclass Distribution Amount with respect to each Class B
Subclass. The determination by the Master Servicer of such amounts shall, in
the absence of obvious error, be presumptively deemed to be correct for all
purposes hereunder and the Trustee and the Paying Agent shall be protected in
relying upon the same without any independent check or verification.
In addition to the reports required pursuant to this Section 4.04, the Master
Servicer shall make available upon request to each Holder and each proposed
transferee of a Class B-3, Class B-4 or Class B-5 Certificate such additional
information, if any, as may be required to permit the proposed transfer to be
effected pursuant to Rule 144A.
Section 4.05 Reports_to_Mortgagors_and_the_Internal_Revenue_Service. The
Master Servicer shall, in each year beginning after the Cut-Off Date, make the
reports of foreclosures and abandonments of any Mortgaged Property as required
by Code Section 6050J. In order to facilitate this reporting process, the
Master Servicer shall request that each Servicer, on or before January 15th of
each year, shall provide to the Internal Revenue Service, with copies to the
Master Servicer, reports relating to each instance occurring during the previous
calendar year in which such Servicer (i) on behalf of the Trustee acquires an
interest in a Mortgaged Property through foreclosure or other comparable
conversion in full or partial satisfaction of a Mortgage Loan serviced by such
Servicer, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Servicers shall be in form and substance sufficient
to meet the reporting requirements imposed by Code Section 6050J. In addition,
each Servicer shall provide the Master Servicer with sufficient information to
allow the Master Servicer to, for each year ending after the Cut-Off Date,
provide, or cause to be provided, to the Internal Revenue Service and the
Mortgagors such information as is required under Code Sections 6050H (regarding
payment of interest) and 6050P (regarding cancellation of indebtedness).
<PAGE> 75
ARTICLE V
THE CERTIFICATES
Section 5.01. The_Certificates. (a) The Class A, Class AP, Class M and Class
B Certificates shall be issued only in minimum denominations of a Single
Certificate and, except for the Class A-R and Class B Certificates, integral
multiples of $1,000 (or $1 in the case of the Class AP Certificates and Class B-
5 Certificates) in excess thereof (except, if necessary, for one Certificate of
each Subclass (other than the Class A-R Certificate) that evidences one Single
Certificate plus such additional principal portion as is required in order for
all Certificates of such Subclass to equal the aggregate Original Class A
Subclass Principal Balance, Original Class AP Principal Balance, Original Class
M Principal Balance or the aggregate Original Class B Subclass Principal Balance
of such Subclass, as the case may be), and shall be substantially in the
respective forms set forth as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-R, B-1,
B-2, B-3, B-4, B-5, C, C-1 and D (reverse side of Certificates) hereto. On
original issue the Certificates shall be executed and delivered by the Trustee
to or upon the order of the Seller upon receipt by the Trustee or the Custodian
of the documents specified in Section 2.01. The aggregate principal portion
evidenced by the Class A, Class AP, Class M and Class B Certificates shall be
the sum of the amounts specifically set forth in the respective Certificates.
The Certificates shall be executed by manual or facsimile signature on behalf of
the Trustee by any Responsible Officer thereof. 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 manually countersigned by a
Responsible Officer of the Trustee, or unless there appears on such Certificate
a certificate of authentication executed by the Authenticating Agent by manual
signature, and such countersignature or certificate upon a Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Until such time as Definitive Certificates are issued pursuant to Section 5.07,
each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of [the
Clearing Agency] to the Trustee or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
[the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be issued in
the form of one or more typewritten certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
<PAGE> 76
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force and
effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and the
Trustee may deal with the Clearing Agency for all purposes (including the making
of distributions on the Book-Entry Certificates and the taking of actions by the
Holders of Book-Entry Certificates) as the authorized representative of the
Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b) conflict
with any other provisions of this Agreement, the provisions of this Section
5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through the
Clearing Agency and shall be limited to those established by law, the rules,
regulations and procedures of the Clearing Agency and agreements between such
Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates, refer to
actions taken by the Clearing Agency upon instructions from the Clearing Agency
Participants, and all references in this Agreement to distributions, notices,
reports and statements to Certificateholders shall, with respect to the Book-
Entry Certificates, refer to distributions, notices, reports and statements to
the Clearing Agency or its nominee, as registered holder of the Book-Entry
Certificates, as the case may be, for distribution to Beneficial Owners in
accordance with the procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among the
Clearing Agency Participants and receive and transmit distributions of principal
and interest on the Certificates to the Clearing Agency Participants, for
distribution by such Clearing Agency Participants to the Beneficial Owners or
their nominees.
For purposes of any provision of this Agreement requiring or permitting actions
with the consent of, or at the direction of, Holders of Book-Entry Certificates
evidencing specified Voting Interests, such direction or consent shall be given
by Beneficial Owners having the requisite Voting Interests, acting through the
Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial Owners
pursuant to Section 5.07, copies of the reports or statements referred to in
Section 4.04 shall be available to Beneficial Owners upon written request to the
Trustee at the Corporate Trust Office.
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
maintained in accordance with the provisions of Section 5.06 a Certificate
Register 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 shall act as, or
shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any office or
agency maintained for such purpose pursuant to Section 5.06 (and subject to the
<PAGE> 77
provisions of this Section 5.02) the Trustee shall execute, and shall date,
authenticate (or cause the Authenticating Agent to authenticate) and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of a like aggregate principal portion or Percentage Interest and of
the same Class or Subclass.
At the option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized Denominations of a like aggregate principal portion
or Percentage Interest and of the same Class or Subclass upon surrender of the
Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent 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 Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of Certificates,
but the Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by the
Certificate Registrar, the Trustee or the Authenticating Agent in accordance
with their standard procedures.
(b) No transfer of a Class B-3, Class B-4 or Class B-5 Certificate shall be
made unless the registration requirements of the Securities Act of 1933, as
amended, and any applicable State securities laws are complied with, or such
transfer is exempt from the registration requirements under said Act and laws.
In the event that a transfer is to be made in reliance upon an exemption from
said Act or laws, (i) unless such transfer is made in reliance on Rule 144A, the
Trustee or the Seller may, if such transfer is to be made within three years
from the date of the initial sale of Certificates, require a Class B-3, Class B-
4 or Class B-5 Certificateholder to deliver a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Seller, to the effect that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trustee, the Seller or the Master Servicer, and
(ii) the Trustee shall require the transferee to execute an investment letter in
the form of Exhibit J hereto certifying to the Seller and the Trustee the facts
surrounding such transfer, which investment letter shall not be an expense of
the Trustee, the Seller or the Master Servicer. The Holder of a Class B-3,
Class B-4 or Class B-5 Certificate desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Seller, the Master Servicer and
any Paying Agent acting on behalf of the Trustee 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. Neither the Seller nor the Trustee is under an
obligation to register the Class B-3, Class B-4 or Class B-5 Certificates under
said Act or any other securities law.
(c) No transfer of a Class M or Class B Certificate shall be made unless the
Trustee shall have received (i) a representation letter from the transferee in
the form of Exhibit J hereto, to the effect that either (a) such transferee is
not an employee benefit plan subject to the fiduciary responsibility provisions
<PAGE> 78
of ERISA, or a governmental plan as defined in Section 3(32) of ERISA or Code
Section 4975 or subject to any federal, state or local law ("Similar Law") which
is to a material extent, similar to the foregoing provisions of ERISA or the
Code (collectively, a "Plan") and is not a person acting on behalf of any such
Plan, which representation letter shall not be an expense of the Trustee, the
Seller or the Master Servicer or (b) if such transferee is an insurance company,
the source of funds used to purchase the Class M or Class B Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995) and there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization, exceed 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition or (ii) in the case of any such Class M or
Class B Certificate presented for registration in the name of a Plan, or a
trustee of any such Plan, an Opinion of Counsel satisfactory to the Trustee and
the Seller to the effect that the purchase or holding of such Class M or Class B
Certificate will not result in the assets of the Trust Estate being deemed to be
"plan assets" and subject to the prohibited transaction provisions of ERISA and
the Code or Similar Law and will not subject the Trustee, the Seller or the
Master Servicer to any obligation in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the
Seller or the Master Servicer. The Class M or Class B Certificates shall bear a
legend referring to the foregoing restrictions contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the Class A-R
Certificate may be transferred directly or indirectly to a "disqualified
organization" within the meaning of Code Section 860E(e)(5) or an agent of a
disqualified organization (including a broker, nominee, or middleman), to a Plan
or a Person investing the assets of a Plan (such plan or Person, an "ERISA
Prohibited Holder") or to an individual, corporation, partnership or other
person unless such transferee (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
Person that holds the Class A-R Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or (iii) is a
Non-U.S. Person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the Class A-R Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of the
Class A-R Certificate will not be disregarded for federal income tax purposes
(any such person who is not covered by clauses (i), (ii) or (iii) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trustee shall not execute, and
shall not authenticate (or cause the Authenticating Agent to authenticate) and
deliver, a new Class A-R Certificate in connection with any such transfer to a
disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trustee shall accept a surrender for
transfer or registration of transfer, or register the transfer of, the Class A-R
Certificate, unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit H hereto, signed by the
transferee, to the effect that the transferee is not such a disqualified
organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such
<PAGE> 79
amendments of this Agreement as may be required to further effectuate
the foregoing restrictions on transfer of the Class A-R Certificate to
disqualified organizations, ERISA Prohibited Holders or Non-permitted Foreign
Holders. Such affidavit shall also contain the statement of the transferee that
(i) the transferee has historically paid its debts as they have come due and
intends to do so in the future, (ii) the transferee understands that it may
incur liabilities in excess of cash flows generated by the residual interest,
(iii) the transferee intends to pay taxes associated with holding the residual
interest as they become due and (iv) the transferee will not transfer the Class
A-R Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in any
portion of the Class A-R Certificate has been transferred, directly or
indirectly, to a disqualified organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Class A-R Certificate in constructive
trust for the last transferor who was not a disqualified organization or agent
thereof, and such transferor shall be restored as the owner of such Class A-R
Certificate as completely as if such transfer had never occurred, provided that
the Master Servicer may, but is not required to, recover any distributions made
to such transferee with respect to the Class A-R Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R Certificate or such agent (within 60 days of the
request therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R Certificate (or portion thereof) for periods after
such transfer. At the election of the Master Servicer, the cost to the Master
Servicer of computing and furnishing such information may be charged to the
transferor or such agent referred to above; however, the Master Servicer shall
in no event be excused from furnishing such information.
Section 5.03. Mutilated,_Destroyed,_Lost_or_Stolen_Certificates. If (i) any
mutilated Certificate is surrendered to the Trustee or the Authenticating Agent,
or the Trustee or the Authenticating Agent receives evidence to its satisfaction
of the destruction, loss or theft of any Certificate, and (ii) there is
delivered to the Trustee or the Authenticating Agent such security or indemnity
as may be required by them to hold each of them harmless, then, in the absence
of notice to the Trustee or the Authenticating Agent that such Certificate has
been acquired by a bona fide purchaser, the Trustee shall execute and
authenticate (or cause the Authenticating Agent to authenticate) and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and principal portion or Percentage
Interest and of the same Class or Subclass. Upon the issuance of any new
Certificate under this Section, the Trustee or the Certificate Registrar may
require the payment of a sum sufficient to cover any tax or other governmental
<PAGE> 80
charge that may be imposed in relation thereto and any other expense (including
the fees and expenses of the Trustee or the Authenticating Agent) in connection
therewith. Any duplicate Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the Trust Estate,
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. Prior to the due presentation of a
Certificate for registration of transfer, the Seller, the Master Servicer, the
Trustee, the Certificate Registrar and any agent of the Seller, the Master
Servicer, the Trustee or the Certificate Registrar 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 neither the Seller, the Master Servicer, the Trustee,
the Certificate Registrar nor any agent of the Seller, the Master Servicer, the
Trustee or the Certificate Registrar shall be affected by notice to the
contrary.
Section 5.05. Access_to_List_of_Certificateholders'_Names_and_Addresses. (a)
If the Trustee is not acting as Certificate Registrar, the Certificate Registrar
shall furnish or cause to be furnished to the Trustee, within 15 days after
receipt by the Certificate Registrar of a request by the Trustee in writing, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Certificateholders of each Class or Subclass as of the most
recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date
of receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate, agrees
with the Seller, the Master Servicer, the Certificate Registrar and the Trustee
that neither the Seller, the Master Servicer, the Certificate Registrar nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
Section 5.06. Maintenance_of_Office_or_Agency. The Trustee will maintain, at
its expense, an office or agency where Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Certificate Registrar in respect of the Certificates and this Agreement may
be served. The Trustee initially designates the Corporate Trust Office and the
principal corporate trust office of the Authenticating Agent, if any, as its
offices and agencies for said purposes.
Section 5.07. Definitive_Certificates. If (i)(A) the Master Servicer advises
the Trustee in writing that the Clearing Agency is no longer willing or able
<PAGE> 81
properly to discharge its responsibilities as depository with respect to the
Book-Entry Certificates, and (B) the Master Servicer is unable to locate a
qualified successor, (ii) the Master Servicer, at its option, advises the
Trustee in writing that it elects to terminate the book-entry system through the
Clearing Agency or (iii) after the occurrence of dismissal or resignation of the
Master Servicer, Beneficial Owners representing aggregate Voting Interests of
not less than 51% of the aggregate Voting Interests of each outstanding Subclass
of Book-Entry Certificates advise the Trustee through the Clearing Agency and
Clearing Agency Participants in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Beneficial Owners, the Trustee shall notify the Beneficial Owners, through the
Clearing Agency, of the occurrence of any such event and of the availability of
Definitive Certificates to Beneficial Owners requesting the same. Upon
surrender to the Trustee by the Clearing Agency of the Certificates held of
record by its nominee, accompanied by reregistration instructions and directions
to execute and authenticate new Certificates from the Master Servicer, the
Trustee shall execute and authenticate Definitive Certificates for delivery at
its Corporate Trust Office. The Master Servicer shall arrange for, and will
bear all costs of, the printing and issuance of such Definitive Certificates.
Neither the Seller, the Master Servicer nor the Trustee shall be liable for any
delay in delivery of such instructions by the Clearing Agency and may
conclusively rely on, and shall be protected in relying on, such instructions.
Section 5.08. Notices_to_Clearing_Agency. Whenever notice or other
communication to the Holders of Book-Entry Certificates is required under this
Agreement, unless and until Definitive Certificates shall have been issued to
Beneficial Owners pursuant to Section 5.07, the Trustee shall give all such
notices and communications specified herein to be given to Holders of Book-Entry
Certificates to the Clearing Agency.
<PAGE> 82
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability_of_the_Seller_and_the_Master_Servicer. The Seller
and the Master Servicer shall each be liable in accordance herewith only to the
extent of the obligations specifically imposed by this Agreement and undertaken
hereunder by the Seller and the Master Servicer.
Section 6.02. Merger_or_Consolidation_of_the_Seller_or_the_Master_Servicer.
Subject to the following paragraph, the Seller and the Master Servicer each will
keep in full effect its existence, rights and franchises as a corporation under
the laws of the jurisdiction of its incorporation, and 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 Seller 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
Seller or Master Servicer shall be a party, or any Person succeeding to the
business of the Seller or Master Servicer, shall be the successor of the Seller
or Master Servicer 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, in the case of the Master
Servicer, any such successor or resulting Person shall be qualified to service
mortgage loans for FNMA or FHLMC.
Section 6.03.
Limitation_on_Liability_of_the_Seller,_the_Master_Servicer_and_Others. Neither
the Seller nor the Master Servicer nor any of the directors, officers, employees
or agents of either entity shall be under any liability to the Trust Estate or
the Certificateholders and all such Persons shall be held harmless 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 any such Person against any breach of
warranties or representations made herein 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 Seller, the Master Servicer, and any
director, officer, employee or agent of either of them shall be entitled to
indemnification by the Trust Estate and will be held harmless 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
incurred by reason of willful misfeasance, bad faith or gross negligence in the
performance of his or its duties hereunder or by reason of reckless disregard of
his or its obligations and duties hereunder. The Seller, the Master Servicer
and any of the directors, officers, employees or agents of either may rely in
good faith on any document of any kind which, prima facie, is properly executed
and submitted by any Person respecting any matters arising hereunder. Neither
the Seller 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 which in its opinion does not involve
it in any expense or liability; provided, however, that the Seller or 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 if
<PAGE> 83
the Certificateholders offer to the Seller or the Master Servicer, as the case
may be, reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Estate, and the Seller or the
Master Servicer shall be entitled to be reimbursed therefor out of the Master
Servicer Custodial Account, and such amounts shall, on the following
Distribution Date or Distribution Dates, be allocated in reduction of
distributions on the Class A, Class AP, Class M and Subclasses of Class B
Certificates in the same manner as Realized Losses are allocated pursuant to
Section 4.02(a).
Section 6.04. 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 or are in material conflict by reason of applicable law with any
other activities carried on by it. Any such determination permitting the
resignation of the Master Servicer shall be evidenced by an Opinion of Counsel
to such effect delivered to the Trustee. No such resignation shall become
effective until the Trustee or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
Section 6.05. Compensation_to_the_Master_Servicer. The Master Servicer shall
be entitled to receive a monthly fee equal to the Master Servicing Fee, as
compensation for services rendered by the Master Servicer under this Agreement.
The Master Servicer also will be entitled to any late reporting fees paid by a
Servicer pursuant to its Servicing Agreement and any investment income on funds
on deposit in the Master Servicer Custodial Account as additional compensation.
Section 6.06. Assignment_or_Delegation_of_Duties_by_Master_Servicer. The
Master Servicer shall not assign or transfer any of its rights, benefits or
privileges under this Agreement 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 without
the prior written consent of the Trustee, and any agreement, instrument or act
purporting to effect any such assignment, transfer, delegation or appointment
shall be void. Notwithstanding the foregoing, the Master Servicer shall have
the right without the prior written consent of the Trustee (i) to assign its
rights and delegate its duties and obligations hereunder; provided, however,
that (a) the purchaser or transferee accepting such assignment or delegation is
qualified to service mortgage loans for FNMA or FHLMC, is satisfactory to the
Trustee, in the exercise of its reasonable judgment, and executes and delivers
to the Trustee an agreement, in form and substance reasonably satisfactory to
the Trustee, which contains an assumption by such purchaser or transferee of the
due and punctual performance and observance of each covenant and condition to be
performed or observed by the Master Servicer hereunder from and after the date
of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency; and (ii) to
delegate to, subcontract with, authorize, or appoint an affiliate of the Master
Servicer to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer under this Agreement and hereby
agrees so to delegate, subcontract, authorize or appoint to an affiliate of the
Master Servicer any duties, covenants or obligations to be performed and carried
out by the Master Servicer to the extent that such duties, covenants or
<PAGE> 84
obligations are to be performed in any state or states in which the Master
Servicer is not authorized to do business as a foreign corporation but in which
the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee or the Seller under this Agreement, incurred by it prior to the time
that the conditions contained in clause (i) above are met.
<PAGE> 85
ARTICLE VII
DEFAULT
Section 7.01. Events_of_Default. In case one or more of the following Events
of Default by the Master Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to be
distributed to Certificateholders any payment required to be made by the Master
Servicer under the terms of this Agreement which, in either case, continues
unremedied for a period of three business days after the date upon which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Master Servicer by the Trustee or to the Master Servicer and the Trustee
by the holders of Certificates evidencing in the aggregate not less than 25% of
the aggregate Voting Interest represented by all Certificates; 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 in the Certificates or in this Agreement which
continues unremedied for a period of 60 days after 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 Trustee, or to the Master Servicer and the Trustee
by the holders of Certificates evidencing in the aggregate not less than 25% of
the aggregate Voting Interest represented by all Certificates; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any bankruptcy, insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings, 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 and unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a trustee,
conservator, receiver or liquidator or liquidating committee in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities,
voluntary liquidation or similar proceedings of or relating to the Master
Servicer, 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, bankruptcy or reorganization statute, make an assignment
for the benefit of its creditors or voluntarily suspend payment of its
obligations; or
(vi) the Master Servicer shall be dissolved, or shall dispose of all or
substantially all of its assets; or consolidate with or merge into another
entity or shall permit another entity to consolidate or merge into it, such that
the resulting entity does not meet the criteria for a successor servicer, as
specified in Section 6.02 hereof;
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates, by notice in writing to the
Master Servicer (and to the Trustee if given by the Certificateholders) may
terminate all of the rights and obligations of the Master Servicer under this
<PAGE> 86
Agreement and in and to the Mortgage Loans, but without prejudice to any rights
which the Master Servicer may have to the aggregate Master Servicing Fees due
prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon 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 or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Master Servicer Custodial Account by the Master Servicer or
which are thereafter received by the Master Servicer with respect to the
Mortgage Loans.
Section 7.02. Other_Remedies_of_Trustee. During the continuance of any Event
of Default, so long as such Event of Default shall not have been remedied, the
Trustee, in addition to the rights specified in Section 7.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now
or hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filing of proofs of
claim and debt in connection therewith). Except as otherwise expressly
provided in this Agreement, no remedy provided for by this Agreement shall be
exclusive of any other remedy, and each and every remedy shall be cumulative and
in addition to any other remedy and no delay or omission to exercise any right
or remedy shall impair any such right or remedy or shall be deemed to be a
waiver of any Event of Default.
Section 7.03.
Directions_by_Certificateholders_and_Duties_of_Trustee_During_Event_of_Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
<PAGE> 87
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04.
Action_upon_Certain_Failures_of_the_Master_Servicer_and_upon_Event_of_Default.
In the event that the Trustee shall have knowledge of any failure of the Master
Servicer specified in Section 7.01(i) or (ii) which would become an Event of
Default upon the Master Servicer's failure to remedy the same after notice, the
Trustee may, but need not if the Trustee deems it not in the Certificateholders'
best interest, give notice thereof to the Master Servicer. For all purposes of
this Agreement, in the absence of actual knowledge by a corporate trust officer
of the Trustee, the Trustee shall not be deemed to have knowledge of any failure
of the Master Servicer as specified in Section 7.01(i) and (ii) or any Event of
Default unless notified thereof in writing by the Master Servicer or by a
Certificateholder.
Section 7.05. Trustee_to_Act;_Appointment_of_Successor. When the Master
Servicer receives notice of termination pursuant to Section 7.01 or the Trustee
receives the resignation of the Master Servicer evidenced by an Opinion of
Counsel pursuant to Section 6.04, 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 have
the rights and powers and be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event
that the Trustee is succeeding to the Master Servicer as the Master Servicer, as
compensation therefor, the Trustee shall be entitled to receive monthly such
portion of the Master Servicing Fee, together with such other servicing
compensation as is agreed to at such time by the Trustee and the Master
Servicer, but in no event more than 25% thereof until the date of final
cessation of the Master Servicer's servicing activities 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 to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; provided, however, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05.
Within 30 days after any such public announcement, the Trustee shall negotiate
and effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
<PAGE> 88
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with
the Trustee and any successor servicer in effecting the termination of the
Master Servicer's servicing responsibilities and rights hereunder and shall
promptly provide the Trustee or such successor master servicer, as applicable,
all documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Master Servicer Custodial Account
by the Master Servicer or which are thereafter received by the Master Servicer
with respect to the Mortgage Loans. Neither the Trustee nor any other successor
master servicer shall be deemed to be in default hereunder by reason of any
failure to make, or any delay in making, any distribution hereunder or any
portion thereof caused by (i) the failure of the Master Servicer to deliver, or
any delay in delivering, cash, documents or records to it, or (ii) restrictions
imposed by any regulatory authority having jurisdiction over the Master
Servicer. Notwithstanding anything to the contrary contained in Section 7.01
above or this Section 7.05, the Master Servicer shall retain all of its rights
and responsibilities hereunder, and no successor (including the Trustee) shall
succeed thereto, if the assumption thereof by such successor would cause the
rating assigned to any Certificates to be revoked, downgraded or placed on
credit review status (other than for possible upgrading) by either Rating Agency
and the retention thereof by the Master Servicer would avert such revocation,
downgrading or review.
Section 7.06. Notification_to_Certificateholders. Upon any termination of
the Master Servicer or appointment of a successor master servicer, in each case
as provided herein, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register. The Trustee shall also, within 45 days after the occurrence of any
Event of Default known to the Trustee, give written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register, unless such Event of Default shall have been cured or waived within
said 45 day period.
<PAGE> 89
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties_of_Trustee. The Trustee shall be responsible for
monitoring of compliance by the Servicers and the Master Servicer with routine
covenants; provided the Trustee, prior to the occurrence of an Event of Default
and after the curing of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which has
not been cured), the Trustee, subject to the provisions of Sections 7.01, 7.03,
7.04 and 7.05, shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in its exercise as a
prudent investor would exercise or use under the circumstances in the conduct
of such investor's own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Servicers pursuant
to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the curing
of all such 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, and conforming to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in accordance
with the direction of holders of Certificates which evidence in the aggregate
not less than 25% of the Voting Interest represented by all Certificates
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; and
(iii) the Trustee shall not be liable for any error of judgment made in
good faith by any of its Responsible Officers, unless it shall be proved that
the Trustee, or such Responsible Officer was negligent in ascertaining the
pertinent facts.
None of the provisions contained in this Agreement shall require the Trustee to
expend or risk its own funds or otherwise incur personal financial liability in
the performance of any of its duties hereunder or in the exercise of any of its
rights or powers if there is reasonable ground for believing that repayment of
<PAGE> 90
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
Section 8.02. Certain_Matters_Affecting_the_Trustee. Except as otherwise
provided in Section 8.01:
(i) The Trustee may rely 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 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 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;
and
(iv) 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.
Section 8.03. Trustee_Not_Required_to_Make_Investigation. Prior to the
occurrence of an Event of Default hereunder and after the curing of all 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,
appraisal, bond, Mortgage, Mortgage Note or other paper or document (provided
the same appears regular on its face), unless requested in writing to do so by
holders of Certificates evidencing in the aggregate not less than 51% of the
Voting Interest represented by all Certificates; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee, shall be repaid by the Master
Servicer upon demand.
Section 8.04. Trustee_Not_Liable_for_Certificates_or_Mortgage_Loans. The
recitals contained herein and in the Certificates (other than the certificate of
authentication on the Certificates) shall be taken as the statements of the
Seller, and the Trustee assumes no responsibility as to the correctness of the
same. The Trustee makes no representation for the correctness of the same. The
Trustee makes no representation as to the validity or sufficiency of this
Agreement or of the Certificates or of any Mortgage Loan or related document.
Subject to Section 2.04, the Trustee shall not be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer in respect of the Mortgage Loans deposited into the Master Servicer
Custodial Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
<PAGE> 91
Section 8.05. Trustee_May_Own_Certificates. Each of the Trustee and any
agent thereof, in its individual or any other capacity, may become the owner or
pledgee of Certificates with the same rights it would have if it were not
Trustee or such agent.
Section 8.06. The_Master_Servicer_to_Pay_Fees_and_Expenses. The Master
Servicer covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to receive, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) for all services rendered by it in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and
duties hereunder of the Trustee, and the Master Servicer will pay or reimburse
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by it in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement, or advance as may arise from its
negligence or bad faith.
Section 8.07. Eligibility_Requirements. The Trustee hereunder shall at all
times be a corporation having its principal office in a state and city
acceptable to the Seller, organized and doing business under the laws of such
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, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, and shall be subject to
supervision or examination by federal or state authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
Section 8.08. Resignation_and_Removal. The Trustee may at any time resign
and be discharged from the trust hereby created by giving written notice of
resignation to the Master Servicer, such resignation to be effective upon the
appointment of a successor trustee. Upon receiving such notice of resignation,
the Master Servicer shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning entity and one copy to its successor. If no successor trustee shall
have been 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 8.07 and shall fail to resign after written request for
its resignation by the Master Servicer, or if at any time the Trustee shall
become incapable of acting, or an order for relief shall have been entered in
any bankruptcy or insolvency proceeding with respect to such entity, or a
receiver of such entity or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
<PAGE> 92
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less than 51% of the
Voting Interests represented by all Certificates (except that any Certificate
registered in the name of the Seller, the Master Servicer or any affiliate
thereof will not be taken into account in determining whether the requisite
Voting Interests has been obtained) may at any time remove the Trustee and
appoint a successor by written instrument or instruments, in triplicate, signed
by such holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Master Servicer, one complete set of
which shall be delivered to the entity so removed and one complete set of which
shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a successor
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor as provided in Section 8.09.
Section 8.09. Successor. Any successor trustee appointed as provided in
Section 8.08 shall execute, acknowledge and deliver to the Master Servicer 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, without any further act, deed or reconveyance,
shall become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with like effect as if originally named as Trustee
herein. The predecessor Trustee shall deliver to its successor all Owner
Mortgage Loan Files and related documents and statements held by it hereunder
(other than any Owner Mortgage Loan Files at the time held by a Custodian, which
Custodian shall become the agent of any successor trustee hereunder), and the
Seller, the Master Servicer and the predecessor entity 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 shall accept appointment
as provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07.
Upon acceptance of appointment by a successor as provided in this Section, the
Master Servicer shall mail notice of the succession of such Trustee hereunder to
all Holders of Certificates at their addresses as shown in the Certificate
Register. If the Master Servicer fails to mail such notice within ten days
after acceptance of the successor trustee, the successor trustee shall cause
such notice to be mailed at the expense of the Master Servicer.
Section 8.10. Merger_or_Consolidation. Any Person into which the Trustee may
be merged or converted or with which it may be consolidated, to which it may
sell or transfer its corporate trust business and assets as a whole or
substantially as a whole or any Person resulting from any merger, sale,
transfer, conversion or consolidation to which the Trustee shall be a party, or
any Person succeeding to the business of such entity, shall be the successor of
the Trustee hereunder; provided, however, that (i) such Person shall be eligible
under the provisions of Section 8.07, 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, and (ii) the Trustee shall deliver an
Opinion of Counsel to the Seller and the Master Servicer to the effect that such
merger, consolidation, sale or transfer will not subject the REMIC to federal,
<PAGE> 93
state or local tax or cause the Trust Estate to fail to qualify as a REMIC,
which Opinion of Counsel shall be at the sole expense of the Trustee.
Section 8.11. Authenticating_Agent. The Trustee may appoint an Authenticating
Agent, which shall be authorized to act on behalf of the Trustee in
authenticating Certificates. Wherever reference is made in this Agreement to
the authentication of Certificates by the Trustee or the Trustee's
countersignature, such reference shall be deemed to include authentication on
behalf of the Trustee by the Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by the Authenticating Agent.
The Authenticating Agent must be acceptable to the Seller and the Master
Servicer and must be a corporation organized and doing business under the laws
of the United States of America or of any state, having a principal office and
place of business in a state and city acceptable to the Seller and the Master
Servicer, having a combined capital and surplus of at least $15,000,000,
authorized under such laws to do a trust business and subject to supervision or
examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Authenticating Agent shall be a
party, or any corporation succeeding to the corporate agency business of the
Authenticating Agent, shall be the Authenticating Agent without the execution or
filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Seller and the Master
Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice thereof to the Authenticating
Agent, the Seller and the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the Seller, and shall mail
notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trustee. Any reasonable
compensation paid to the Authenticating Agent shall be a reimbursable expense
under Section 8.06.
Section 8.12. Separate_Trustees_and_Co-Trustees. The Trustee shall have the
power from time to time to appoint one or more persons or corporations to act
either as co-trustees jointly with the Trustee, or as separate trustees, for the
purpose of holding title to, foreclosing or otherwise taking action with respect
to any Mortgage Loan outside the state where the Trustee has its principal place
of business, where such separate trustee or co-trustee is necessary or advisable
(or the Trustee is advised by the Master Servicer that such separate trustee or
co-trustee is necessary or advisable) under the laws of any state in which a
Mortgaged Property is located or for the purpose of otherwise conforming to any
legal requirement, restriction or condition in any state in which a Mortgaged
<PAGE> 94
Property is located or in any state in which any portion of the Trust Estate is
located. The Master Servicer shall advise the Trustee when, in its good faith
opinion, a separate trustee or co-trustee is necessary or advisable as
aforesaid. The separate trustees or co-trustees so appointed shall be trustees
for the benefit of all of the Certificateholders and shall have such powers,
rights and remedies as shall be specified in the instrument of appointment;
provided, however, that no such appointment shall, or shall be deemed to,
constitute the appointee an agent of the Trustee. The Seller and the Master
Servicer shall join in any such appointment, but such joining shall not be
necessary for the effectiveness of such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee 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 (whether as Trustee hereunder or as successor to the
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 Estate or any portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be personally
liable by reason of any act or omission of any other separate trustee or co-
trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove any
separate trustee or co-trustee so appointed by it, if such resignation or
removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee 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.
<PAGE> 95
No separate trustee or co-trustee hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 8.07 hereunder and no notice
to Certificateholders of the appointment thereof shall be required under Section
8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent necessary
to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the co-trustees to
the extent, and in accordance with the standards, specified in Section 8.06
hereof.
Section 8.13. Appointment_of_Custodians. The Trustee may at any time on or
after the Closing Date, with the consent of the Master Servicer and the Seller,
appoint one or more Custodians to hold all or a portion of the Owner Mortgage
Loan Files as agent for the Trustee, by entering into a Custodial Agreement.
Subject to this Article VIII, the Trustee agrees to comply with the terms of
each Custodial Agreement and to enforce the terms and provisions thereof against
the Custodian for the benefit of the Certificateholders. Each Custodian shall
be a depository institution subject to supervision by federal or state
authority, shall have a combined capital and surplus of at least $10,000,000 and
shall be qualified to do business in the jurisdiction in which it holds any
Mortgage File. Each Custodial Agreement may be amended only as provided in
Section 10.01.
Section 8.14. Tax_Matters;_Compliance_with_REMIC_Provisions. (a) Each of
the Trustee and the Master Servicer covenants and agrees that it shall perform
its duties hereunder in a manner consistent with the REMIC Provisions and shall
not knowingly take any action or fail to take any action that would (i) affect
the determination of the Trust Estate's status as a REMIC; or (ii) cause the
imposition of any federal, state or local income, prohibited transaction,
contribution or other tax on either the REMIC or the Trust Estate. The Master
Servicer, or, in the case of the execution of any tax return or other action
required by law to be performed directly by the Trustee, the Trustee, shall (i)
prepare, or cause to be prepared, and timely cause to be signed by the Trustee
and file annual federal and applicable state and local income tax returns using
a calendar year as the taxable year for the REMIC and the accrual method of
accounting; (ii) in the first such federal tax return, make, or cause to be
made, elections satisfying the requirements of the REMIC Provisions, on behalf
of the Trust Estate, to treat the Trust Estate as a REMIC; (iii) prepare,
execute and forward, or cause to be prepared, executed and forwarded, to the
Certificateholders all information reports or tax returns required with respect
to the Trust Estate, as and when required to be provided to the
Certificateholders, and to the Internal Revenue Service and any other relevant
governmental taxing authority in accordance with the REMIC Provisions and any
other applicable federal, state or local laws, including without limitation
information reports relating to "original issue discount" and "market discount"
as defined in the Code based upon the issue prices, prepayment assumption and
cash flows provided by the Seller to the Trustee and calculated on a monthly
basis by using the issue price of the Certificates; (iv) make available
information necessary for the application of any tax imposed on transferors of
residual interests to "disqualified organizations" (as defined in the REMIC
Provisions); (v) file Forms SS-4 and 8811 and respond to inquiries by
Certificateholders or their nominees concerning information returns, reports or
tax returns; (vi) maintain (or cause to be maintained by the Servicers) such
records relating to the Trust Estate, including but not limited to the income,
expenses, individual Mortgage Loans (including REO Mortgage Loans, other assets
and liabilities of the Trust Estate, and the fair market value and adjusted
<PAGE> 96
basis of the Trust Estate property determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in the REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Class A-l, Class A-2, Class A-3, Class A-
5, Class A-6 and Class A-R Certificates, the Class AP Certificates, the Class M
Certificates and the Class B-l, Class B-2, Class B-3, Class B-4 and Class B-5
Certificates; (viii) exercise reasonable care not to allow the occurrence of any
"prohibited transactions" within the meaning of Code Section 860F(a), unless the
Master Servicer shall have provided an Opinion of Counsel to the Trustee that
such occurrence would not (a) result in a taxable gain, (b) otherwise subject
either the Trust Estate or the REMIC to tax or (c) cause the Trust Estate to
fail to qualify as a REMIC; (ix) exercise reasonable care not to allow the Trust
Estate to receive income from the performance of services or from assets not
permitted under the REMIC Provisions to be held by a REMIC; (x) pay (on behalf
of the Trust Estate) the amount of any federal income tax, including, without
limitation, prohibited transaction taxes, taxes on net income from foreclosure
property, and taxes on certain contributions to a REMIC after the Startup Day,
imposed on the Trust Estate when and as the same shall be due and payable (but
such obligation shall not prevent the Master Servicer or any other appropriate
Person from contesting any such tax in appropriate proceedings and shall not
prevent the Master Servicer from withholding or depositing payment of such tax,
if permitted by law, pending the outcome of such proceedings); and (xi) if
required or permitted by the Code and applicable law, act as "tax matters
person" for the REMIC within the meaning of Treasury Regulations Section 1.860F-
4(d), and the Master Servicer is hereby designated as agent of the Class A-R
Certificateholder for such purpose (or if the Master Servicer is not so
permitted, the Holder of the Class A-R Certificate shall be tax matters person
in accordance with the REMIC Provisions). The Master Servicer shall be entitled
to be reimbursed pursuant to Section 3.02 for any taxes paid by it pursuant to
clause (x) of the preceding sentence, except to the extent that such taxes are
imposed as a result of the bad faith, willful misfeasance or gross negligence of
the Master Servicer in the performance of its obligations hereunder. The
Trustee shall sign the Tax Returns referred to in clause (i) of the preceding
sentence. In order to enable the Master Servicer or the Trustee, as the case
may be, to perform its duties as set forth above, the Seller shall provide, or
cause to be provided, to the Master Servicer within ten days after the Closing
Date all information or data that the Master Servicer determines to be relevant
for tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of each Class and Subclass of Certificates and the Mortgage
Loans in the aggregate. Thereafter, the Seller shall provide to the Master
Servicer or the Trustee, as the case may be, promptly upon request therefor, any
such additional information or data that the Master Servicer or the Trustee, as
the case may be, may from time to time, request in order to enable the Master
Servicer to perform its duties as set forth above. The Seller hereby
indemnifies the Master Servicer or the Trustee, as the case may be, for any
losses, liabilities, damages, claims or expenses of the Master Servicer or the
Trustee arising from any errors or miscalculations by the Master Servicer or the
Trustee pursuant to this Section that result from any failure of the Seller to
provide, or to cause to be provided, accurate information or data to the Master
Servicer or the Trustee, as the case may be, on a timely basis.
(b) Notwithstanding anything in this Agreement to the contrary, each of the
Master Servicer and the Trustee shall pay from its own funds, without any right
of reimbursement therefor, the amount of any costs, liabilities and expenses
incurred by the Trust Estate (including, without limitation, any and all
federal, state or local taxes, including taxes imposed on "prohibited
<PAGE> 97
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee to perform its obligations under this Section 8.14.
Section 8.15. Monthly_Advances. In the event that the Master Servicer fails
to make a Periodic Advance required to be made pursuant to Section 3.03(a) on or
before the Distribution Date (and similarly fails to deliver an Officers'
Certificate evidencing the Master Servicer's determination that any Periodic
Advance if made would be a Nonrecoverable Advance), the Trustee shall provide to
the Master Servicer by telecopy notice of such an Event of Default and shall
deposit in the Master Servicer Custodial Account an amount equal to the excess
of (a) Periodic Advances required to be made by the Master Servicer pursuant to
this Agreement (as evidenced by the certificate required to be delivered to the
Trustee by the Master Servicer pursuant to Section 3.03(a)) over (b) the amount
of Periodic Advances made by the Master Servicer, or a Servicer acting on its
behalf, with respect to such Distribution Date; provided that the Trustee shall
not be required to make such Periodic Advances if prohibited by law or if it
determines that such Periodic Advance would be a Nonrecoverable Advance. The
Trustee shall be entitled to be reimbursed from the Master Servicer Custodial
Account for Periodic Advances and Nonrecoverable Advances made by it pursuant to
this Section 8.15 in like manner as if it were the Master Servicer.
<PAGE> 98
ARTICLE IX
TERMINATION
Section 9.01.
Termination_upon_Purchase_by_the_Master_Servicer_or_Liquidation_of_All_Mortgage_
Loans. Subject to Section 9.02, the respective obligations and responsibilities
of the Seller, the Master Servicer and the Trustee created hereby (other than
the obligation of the Trustee to make certain payments after the Final
Distribution Date to Certificateholders and the obligation of the Master
Servicer to send certain notices as hereinafter set forth and the tax reporting
obligations under Sections 4.05 and 8.14 hereof) shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution Date
pursuant to this Article IX following the earlier of (i) the purchase by the
Master Servicer of all Mortgage Loans and all property acquired in respect of
any Mortgage Loan remaining in the Trust Estate at a price equal to the greater
of (a) the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan
(other than any REO Mortgage Loan) as of the Final Distribution Date, and (y)
the fair market value of the Mortgaged Property related to any REO Mortgage Loan
(as determined by the Master Servicer 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 9.01), plus any accrued and unpaid interest through the last day of the
month preceding the month of such purchase at the applicable Mortgage Interest
Rate less any Fixed Retained Yield on each Mortgage Loan (including any REO
Mortgage Loan) and (b) the aggregate fair market value (as determined by the
Master Servicer as of the close of business on such third Business Day) of all
of the assets of the Trust Estate, and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
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's, living on the date hereof.
The right of the Master Servicer to purchase all the assets of the Trust Estate
pursuant to clause (i) of the preceding paragraph are subject to Section 9.02
and conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans
as of the Final Distribution Date being less than the amount set forth in
Section 11.25. In the case of any purchase by the Master Servicer pursuant to
said clause (i), the Master Servicer shall provide to the Trustee the
certification required by Section 3.04 and the Trustee and the Custodian shall,
promptly following payment of the purchase price, release to the Master Servicer
the Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which shall
be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Master Servicer (if it is exercising its right to purchase the assets of the
Trust Estate) or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
<PAGE> 99
surrender of Certificates at the office or agency of the Trustee therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified.
If the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee and the Certificate
Registrar at the time such notice is given to Certificateholders. In the event
such notice is given by the Master Servicer, the Master Servicer shall deposit
in the Master Servicer Custodial Account on or before the Final Distribution
Date in immediately available funds an amount equal to the purchase price for
the assets of the Trust Estate computed as above provided. Failure to give
notice of termination as described herein shall not entitle a Certificateholder
to any interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee shall cause to
be distributed to Certificateholders on the Final Distribution Date in
proportion to their respective Percentage Interests an amount equal to (i) as to
the Subclasses of Class A Certificates, the respective Class A Subclass
Principal Balance together with any related Class A Subclass Unpaid Interest
Shortfall and one month's interest in an amount equal to the respective Class A
Subclass Interest Accrual Amount, (ii) as to the Class AP Certificates, the
Class AP Principal Balance, (iii) as to the Class M Certificates, the Class M
Principal Balance together with any Class M Unpaid Interest Shortfall and one
month's interest at the Class M Pass-Through Rate on the Class M Principal
Balance, (iv) as to the Subclasses of Class B Certificates, the respective Class
B Subclass Principal Balance together with any related Class B Subclass Unpaid
Interest Shortfall and one month's interest in an amount equal to the respective
Class B Subclass Interest Accrual Amount and (v) as to the Class A-R
Certificate, the amount, if any, which remains on deposit in the Master Servicer
Custodial Account (other than amounts retained to meet claims) after application
pursuant to clauses (i), (ii) and (iii) above and payment to the Master Servicer
of any amounts it is entitled as reimbursement or otherwise hereunder; provided,
however, that if the price paid pursuant to clause (i) of the first paragraph of
this Section 9.01, after reimbursement to the Servicers, the Master Servicer and
the Trustee of any Periodic Advances, is insufficient to pay in full the amounts
set forth in clauses (i), (ii), (iii) and (iv) of this paragraph, then any
shortfall in the amount available for distribution to Certificateholders shall
be allocated in reduction of the amounts otherwise distributable on the Final
Distribution Date in the same manner as Realized Losses are allocated pursuant
to Section 4.02(b) hereof. Such distribution on the Final Distribution Date
shall be in lieu of the distribution otherwise required to be made on such
Distribution Date in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trustee shall on such date cause all funds, if
any, in the Master Servicer Custodial Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer (if
it exercised its right to purchase the assets of the Trust Estate) or the
Trustee (in any other case) shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within three months after the
second notice all the Certificates shall not have been surrendered for
cancellation, the Trustee may take appropriate steps, or may appoint an agent to
<PAGE> 100
take appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds on deposit in such escrow account.
Section 9.02. Additional_Termination_Requirements. In the event of a
termination of the Trust Estate upon the exercise by the Master Servicer of its
purchase option as provided in Section 9.01, the Trust Estate shall be
terminated in accordance with the following additional requirements, provided
that the Trustee has received an Opinion of Counsel or other evidence to the
effect that such termination (i) will constitute a "qualified liquidation" of
the Trust Estate within the meaning of Code Section 860F(a)(4)(A) and (ii) will
not subject either the Trust Estate or the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the REMIC as of the date of such notice (or, if earlier, the date
on which the first such notice is mailed to Certificateholders). The Master
Servicer shall also specify such date in a statement attached to the final tax
returns of the REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trustee shall
sell all of the assets of the Trust Estate to the Master Servicer for cash at
the purchase price specified in Section 9.01 and shall distribute such cash in
the manner specified in Section 9.01.
<PAGE> 101
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment. This Agreement or any Custodial Agreement may be
amended from time to time by the Seller, the Master Servicer and the Trustee,
without the consent of any of the Certificateholders, (i) to cure any ambiguity
or mistake, (ii) to correct or supplement any provisions herein or therein which
may be inconsistent with any other provisions herein or therein, (iii) to
modify, eliminate or add to any of its provisions to such extent as shall be
necessary to maintain the qualification of the Trust Estate as a REMIC at all
times that any Certificates are outstanding or to avoid or minimize the risk of
the imposition of any federal tax on the Trust Estate or the REMIC pursuant to
the Code that would be a claim against the Trust Estate, provided that (a) the
Trustee have received an Opinion of Counsel to the effect that such action is
necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action shall not, as
evidenced by such Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder, (iv) to change the timing and/or nature
of deposits into the Master Servicer Custodial Account provided that (a) such
change shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder and (b) such change
shall not adversely affect the then-current rating of the Certificates as
evidenced by a letter from each Rating Agency to such effect, (v) to modify,
eliminate or add to the provisions of Section 5.02 or any other provisions
hereof restricting transfer of the Certificates, provided that the Master
Servicer for purposes of Section 5.02 has determined in its sole discretion that
any such modifications to this Agreement will neither adversely affect the
rating on the Certificates nor give rise to a risk that either the Trust Estate
or the REMIC or any of the Certificateholders will be subject to a tax caused by
a transfer to a non-permitted transferee and (vi) to make any other provisions
with respect to matters or questions arising under this Agreement or such
Custodial Agreement which shall not be materially inconsistent with the
provisions of this Agreement, provided that such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to time
by the Seller, the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the
aggregate Voting Interests of each Class or Subclass of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class or Subclass; 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 interest of the Holders of Certificates of any Class or Subclass in
a manner other than as described in clause (i) hereof without the consent of
Holders of Certificates of such Class or Subclass evidencing, as to such Class
or Subclass, Voting Interests aggregating not less than 66-2/3% or (iii) reduce
the aforesaid percentage of Certificates of any Class or Subclass the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all Certificates of such Class or Subclass then outstanding.
Notwithstanding any contrary provision of this Agreement, the Trustee shall not
consent to any amendment to this Agreement unless it shall have first received
<PAGE> 102
an Opinion of Counsel to the effect that such amendment will not subject either
the Trust Estate or the REMIC to tax or cause the Trust Estate to fail to
qualify as a REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01 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 of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
Section 10.02. Recordation_of_Agreement. This Agreement (or an abstract
hereof, if acceptable to the applicable recording office) is subject to
recordation in all appropriate public offices for real property records in all
the towns or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public office or
elsewhere, such recordation to be effected by the Master Servicer and at its
expense on direction by the Trustee, but only upon direction 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 10.03. Limitation_on_Rights_of_Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Estate, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or proceeding
in any court for a partition or winding up of the Trust Estate, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.
Except as otherwise expressly provided herein, no Certificateholder, solely by
virtue of its status as a Certificateholder, shall have any right to vote or in
any manner otherwise control the operation and management of the Trust Estate,
or the obligations of the parties hereto, nor shall anything herein set forth,
or contained in the terms of the Certificates, be construed so as to constitute
the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder, shall
have any right by virtue or by availing of any provision of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trustee a written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates evidencing
not less than 25% of the Voting Interest represented by all Certificates 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
<PAGE> 103
Trustee such reasonable indemnity as it may require against the cost, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein
provided and for the benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.
Section 10.04. Governing_Law;_Jurisdiction. This Agreement shall be construed
in accordance with the laws of the State of New York (without regard to
conflicts of laws principles), and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
Section 10.05. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified or registered mail, return receipt
requested (i) in the case of the Seller, to The Prudential Home Mortgage
Securities Company, Inc., 5325 Spectrum Drive, Frederick, Maryland 21701,
Attention: Chief Executive Officer, or such other address as may hereafter be
furnished to the Master Servicer and the Trustee in writing by the Seller, (ii)
in the case of the Master Servicer, to Securitized Asset Services Corporation,
7485 New Horizon Way, Frederick, Maryland 21701, Attention: Vice President or
such other address as may hereafter be furnished to the Seller and the Trustee
in writing by the Master Servicer and (iii) in the case of the Trustee, to the
Corporate Trust Office, or such other address as may hereafter be furnished to
the Seller and the Master Servicer in writing by the Trustee, in each case
Attention: Corporate Trust Department. Any notice required or permitted to be
mailed 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 mailed or transmitted within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
addressee receives such notice, provided, however, that any demand, notice or
communication to or upon the Seller, the Master Servicer or the Trustee shall
not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by an
officer of the Master Servicer, the Master Servicer shall not be deemed to have
knowledge of any act or failure to act of any Servicer unless notified thereof
in writing by the Trustee, such Servicer or a Certificateholder.
Section 10.06. 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.
<PAGE> 104
Section 10.07. Special_Notices_to_Rating_Agencies. (a) The Trustee shall give
prompt notice to each Rating Agency of the occurrence of any of the following
events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01;
(ii) any sale or transfer of the Class B Certificates pursuant to Section
5.02 to an affiliate of the Seller other than The Prudential Insurance Company
of America;
(iii) any assignment by the Master Servicer of its rights and delegation of
its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section 6.04;
(v) the occurrence of any of the Events of Default described in Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant to
Section 7.01;
(vii) the appointment of any successor to the Master Servicer pursuant to
Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating Agency of the
occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee pursuant to Section 8.08;
(iii) the appointment of a successor trustee pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single transaction of 50%
or more of the equity interests in the Master Servicer, other than to any
affiliate of The Prudential Insurance Company of America.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
Section 10.08. Covenant_of_Seller. The Seller shall not amend Article Third of
its Certificate of Incorporation without the prior written consent of each
Rating Agency rating the Certificates.
Section 10.09. Recharacterization. The Parties intend the conveyance by the
Seller to the Trustee of all of its right, title and interest in and to the
Mortgage Loans pursuant to this Agreement to constitute a purchase and sale and
not a loan. Notwithstanding the foregoing, to the extent that such conveyance
is held not to constitute a sale under applicable law, it is intended that this
Agreement shall constitute a security agreement under applicable law and that
the Seller shall be deemed to have granted to the Trustee a first prior security
interest in all of the Seller's right, title and interest in and to the Mortgage
Loans.
<PAGE> 105
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class_A_Fixed_Pass-Through_Rate. The Class A Fixed Pass-
Through Rate is 7.00% per annum.
Section 11.02. Cut-Off_Date. The Cut-Off Date for the Certificates is
January 1, 1996.
Section 11.03. Cut-Off_Date_Aggregate_Principal_Balance. The Cut-Off Date
Aggregate Principal Balance is $181,384,943.15.
Section 11.04. Original_Class_A_Percentage. The Original Class A Percentage
is 93.23036813%.
Section 11.05. Original_Class_A_Subclass_Principal_Balances. As to the
following Subclasses of Class A Certificates, the Class A Subclass Principal
Balance of such Subclass as of the Cut-Off Date, as follows:
Original Class A
Class_A_Subclass Subclass_Principal_Balance
Class A-1 $ 51,223,000.00
Class A-2 $ 52,537,000.00
Class A-3 $ 30,425,000.00
Class A-4 $ 19,433,000.00
Class A-5 $ 5,000,000.00
Class A-6 $ 10,000,000.00
Class A-R $ 1,000.00
Section 11.06. Original_Class_A_Principal_Balance. The Original Class A
Principal Balance is $168,619,000.00.
Section 11.07. Original_Class_AP_Principal_Balance. The Original Class AP
Principal Balance is $522,201.33.
Section 11.08. Original_Class_M_Percentage. The Original Class M Percentage
is 2.50687342%.
Section 11.09. Original_Class_M_Principal_Balance. The Original Class M
Principal Balance is $4,534,000.00.
Section 11.10. Original_Class_M_Fractional_Interest. The Original Class M
Fractional Interest is 4.26275846%.
Section 11.11. Master_Servicing_Fee_Rate. The rate used to calculate the
Master Servicing Fee for each Mortgage Loan is 0.02% per annum.
Section 11.12. Original_Class_B-1_Percentage. The Original Class B-1
Percentage is 1.75547488%.
Section 11.13. Original_Class_B-2_Percentage. The Original Class B-2
Percentage is 0.75195144%.
Section 11.14. Original_Class_B-3_Percentage. The Original Class B-3
Percentage is 0.80226584%.
<PAGE> 106
Section 11.15. Original_Class_B-4_Percentage. The Original Class B-4
Percentage is 0.45117087%.
Section 11.16. Original_Class_B-5_Percentage. The Original Class B-5
Percentage is 0.50189542%.
Section 11.17. Original_Class_B_Principal_Balance. The Original Class B
Principal Balance is $7,709,741.82.
Section 11.18. Original_Class_B_Subclass_Principal_Balances. As to any Class
B Certificate, the Class B Subclass Principal Balance of such Subclass as of the
Cut-Off Date, is as follows:
Original Class B
Class_B_Subclass Subclass_Principal_Balance
Class B-1 $ 3,175,000.00
Class B-2 $ 1,360,000.00
Class B-3 $ 1,451,000.00
Class B-4 $ 816,000.00
Class B-5 $ 907,741.82
Section 11.19. Original_Class_B-1_Fractional_Interest. The Original Class B-
1 Fractional Interest is 2.50728357%.
Section 11.20. Original_Class_B-2_Fractional_Interest. The Original Class B-
2 Fractional Interest is 1.75533213%.
Section 11.21. Original_Class_B-3_Fractional_Interest. The Original Class B-
3 Fractional Interest is 0.95306628%.
Section 11.22. Original_Class_B-4_Fractional_Interest. The Original Class B-
4 Fractional Interest is 0.50189542%.
Section 11.23. Original_Subordinated_Percentage. The Original Subordinated
Percentage is 4,26275846%.
Section 11.24. Closing_Date. The Closing Date is January 25, 1996.
Section 11.25. Right_to_Purchase. The right of the Master Servicer to
purchase all of the Mortgage Loans pursuant to Section 9.01 hereof shall be
conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans
being less than $18,138,494.32 (10% of the Cut-Off Date Aggregate Principal
Balance) at the time of any such purchase.
Section 11.26. Wire_Transfer_Eligibility. With respect to the Certificates
(other than the Class AP, Class M, Class A-R, Class B-1, Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates), the minimum Denomination eligible for
wire transfer on each Distribution Date is $5,000,000. The minimum Denomination
eligible for wire transfer on each Distribution Date for the Class AP, Class M,
Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates is 100%
Percentage Interest. The Class A-R Certificate is not eligible for wire
transfer.
Section 11.27. Single_Certificate. A Single Certificate for each Subclass of
Class A Certificates (other than the Class A-4, Class A-5, Class A-6 and Class
A-R Certificate), the Class AP Certificates, the Class M Certificates, and each
<PAGE> 107
Subclass of Class B Certificates represents a $100,000 Denomination. A Single
Certificate for the Class A-4, Class A-5 and Class A-6 Certificates represents a
$1,000 Denomination. A Single Certificate for the Class A-R Certificate
represents a $1000 Denomination.
Section 11.28. Servicing_Fee_Rate. The rate used to calculate the Servicing
Fee which ranges from 0.200% to 0.250% per annum and, as to each Mortgage Loan,
is set forth on Exhibit F-1 or F-2 hereto.
<PAGE> 108
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
THE PRUDENTIAL HOME MORTGAGE
SECURITIES COMPANY, INC.
as Seller
By: _________________
M. Kathryn Gray
Vice President
SECURITIZED ASSET SERVICES CORPORATION
as Master Servicer
By: _________________
Name: _________________
Title: _________________
FIRST BANK NATIONAL ASSOCIATION
as Trustee
By: __________________
Name: __________________
Title: __________________
Attest:
By: ___________________
Name: ___________________
Title: ___________________
<PAGE> 109
STATE OF NEW YORK)
ss.:
COUNTY OF NEW YORK)
On this 25th day of January, 1996, before me, a notary public in and for the
State of New York, personally appeared M. Kathryn Gray, known to me who, being
by me duly sworn, did depose and say that she resides at Brookeville, Maryland;
that she is a Vice President of The Prudential Home Mortgage Securities Company,
Inc., a Delaware corporation, one of the parties that executed the foregoing
instrument; and that she signed her name thereto by order of the Board of
Directors of said corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
<PAGE> 110
STATE OF NEW YORK)
ss.:
COUNTY OF NEW YORK)
On this 25th day of January, 1996, before me, a notary public in and for the
State of New York, personally appeared ________________, known to me who, being
by me duly sworn, did depose and say that she resides at _______________; that
she is a ______________ of Securitized Asset Services Corporation, a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
she signed her name thereto by order of the Board of Directors of said
corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
<PAGE> 111
STATE OF ______________)
ss.:
COUNTY OF ____________)
On this _____ day of January, 1996 before me, a notary public in and for the
State of __________, personally appeared __________________, known to me who,
being by me duly sworn, did depose and say that she resides at
___________________; that she is the ______________ of First Bank National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said association.
_________________________
Notary Public
[NOTARIAL SEAL]
<PAGE> 112
STATE OF ______________)
ss.:
COUNTY OF ____________)
On this ____ day of January, 1996 before me, a notary public in and for the
State of ___________, personally appeared ________________, known to me who,
being by me duly sworn, did depose and say that she resides at ______________;
that she is the ______________ of First Bank National Association, a national
banking association, one of the parties that executed the foregoing instrument;
and that she signed her name thereto by order of the Board of Directors of said
association.
_________________________
Notary Public
[NOTARIAL SEAL]
<PAGE> 113
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF
THEIR AFFILIATES, ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1996
CUSIP No.: 74434U VC 5 First Distribution Date: February 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE> 114
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of Class A-1 Certificates with respect to a Trust Estate consisting
of a pool of fixed interest rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage loans, other than the Fixed
Retained Yield, if any, with respect thereto, and which may include loans
secured by shares issued by cooperative housing corporations (the "Mortgage
Loans"), formed by The Prudential Home Mortgage Securities Company, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 25, 1996 (the "Agreement")
among the Seller, Securitized Asset Services Corporation, as master servicer
(the "Master Servicer") and First Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms 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, a distribution 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 (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 7.40% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
<PAGE> 115
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE> 116
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated: January 25, 1996
First Bank National Association, Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE> 117
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF
THEIR AFFILIATES, ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1996
CUSIP No.: 74434U VD 3 First Distribution Date: February 25, 1996
Percentage Interest evidenced Denomination: $
by his Certificate: %
<PAGE> 118
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of Class A-2 Certificates with respect to a Trust Estate consisting
of a pool of fixed interest rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage loans, other than the Fixed
Retained Yield, if any, with respect thereto, and which may include loans
secured by shares issued by cooperative housing corporations (the "Mortgage
Loans"), formed by The Prudential Home Mortgage Securities Company, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 25, 1996 (the "Agreement")
among the Seller, Securitized Asset Services Corporation, as master servicer
(the "Master Servicer") and First Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms 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, a distribution 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 (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 6.61% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
<PAGE> 119
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE> 120
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated: January 25, 1996
First Bank National Association, Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE> 121
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF
THEIR AFFILIATES, ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1996
CUSIP No.: 74434U VE 1 First Distribution Date: February 25, 1996
Percentage Interest evidenced Denomination: $
by his Certificate: %
<PAGE> 122
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of Class A-3 Certificates with respect to a Trust Estate consisting
of a pool of fixed interest rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage loans, other than the Fixed
Retained Yield, if any, with respect thereto, and which may include loans
secured by shares issued by cooperative housing corporations (the "Mortgage
Loans"), formed by The Prudential Home Mortgage Securities Company, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 25, 1996 (the "Agreement")
among the Seller, Securitized Asset Services Corporation, as master servicer
(the "Master Servicer") and First Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms 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, a distribution 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 (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-3 Certificates applicable to each Distribution Date will be 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
<PAGE> 123
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE> 124
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated: January 25, 1996
First Bank National Association, Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE> 125
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF
THEIR AFFILIATES, ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1996
CUSIP No.: 74434U VF 8 First Distribution Date: February 25, 1996
Percentage Interest evidenced Denomination: $
by his Certificate: %
<PAGE> 126
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of Class A-4 Certificates with respect to a Trust Estate consisting
of a pool of fixed interest rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage loans, other than the Fixed
Retained Yield, if any, with respect thereto, and which may include loans
secured by shares issued by cooperative housing corporations (the "Mortgage
Loans"), formed by The Prudential Home Mortgage Securities Company, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 25, 1996 (the "Agreement")
among the Seller, Securitized Asset Services Corporation, as master servicer
(the "Master Servicer") and First Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms 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, a distribution 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 (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
<PAGE> 127
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE> 128
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated: January 25, 1996
First Bank National Association, Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE> 129
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF
THEIR AFFILIATES, ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1996
CUSIP No.: 74434U VG 6 First Distribution Date: February 25, 1996
Percentage Interest evidenced Denomination: $
by his Certificate: %
<PAGE> 130
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of Class A-5 Certificates with respect to a Trust Estate consisting
of a pool of fixed interest rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage loans, other than the Fixed
Retained Yield, if any, with respect thereto, and which may include loans
secured by shares issued by cooperative housing corporations (the "Mortgage
Loans"), formed by The Prudential Home Mortgage Securities Company, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 25, 1996 (the "Agreement")
among the Seller, Securitized Asset Services Corporation, as master servicer
(the "Master Servicer") and First Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms 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, a distribution 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 (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
<PAGE> 131
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE> 132
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated: January 25, 1996
First Bank National Association, Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE> 133
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF
THEIR AFFILIATES, ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1996
CUSIP No.: 74434U VH 4 First Distribution Date: February 25, 1996
Percentage Interest evidenced Denomination: $
by his Certificate: %
<PAGE> 134
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of Class A-6 Certificates with respect to a Trust Estate consisting
of a pool of fixed interest rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage loans, other than the Fixed
Retained Yield, if any, with respect thereto, and which may include loans
secured by shares issued by cooperative housing corporations (the "Mortgage
Loans"), formed by The Prudential Home Mortgage Securities Company, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 25, 1996 (the "Agreement")
among the Seller, Securitized Asset Services Corporation, as master servicer
(the "Master Servicer") and First Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms 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, a distribution 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 (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
<PAGE> 135
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE> 136
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated: January 25, 1996
First Bank National Association, Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE> 137
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR NON-
PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OF ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), OR ANY PERSON INVESTING THE ASSETS OF A PLAN.
PURCHASERS OF THIS CLASS A-R CERTIFICATE SHOULD BE AWARE THAT ON JANUARY 3,
1995, THE INTERNAL REVENUE SERVICE ISSUED PROPOSED REGULATIONS UNDER CODE
SECTION 475 THAT, IF ADOPTED IN FINAL FORM, WOULD APPLY TO THIS CLASS A-R
CERTIFICATE AND WOULD NOT PERMIT THIS CLASS A-R CERTIFICATE TO BE MARKED TO
MARKET.
<PAGE> 138
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF
THEIR AFFILIATES, ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1996
CUSIP No.: 74434U VJ 0 First Distribution Date: February 25, 1996
Percentage Interest evidenced Denomination: $
by his Certificate: %
<PAGE> 139
THIS CERTIFIES THAT __________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holder of the Class A-R Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by The Prudential Home Mortgage Securities Company,
Inc. (hereinafter called the "Seller", which term includes any successor entity
under the Agreement referred to below). The Trust Estate was created pursuant
to a Pooling and Servicing Agreement dated as of January 25, 1996 (the
"Agreement") among the Seller, Securitized Asset Services Corporation, as master
servicer (the "Master Servicer") and First Bank National Association, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms 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, a distribution 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 (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holders of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
will not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE> 140
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated: January 25, 1996
First Bank National Association, Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE> 141
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS AP
AND CLASS M CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE") OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), OR ANY PERSON INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO
CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT."
<PAGE> 142
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1, CLASS B-1
evidencing an interest in a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF
THEIR AFFILIATES, ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1996
CUSIP No.: 74434U VM 3 First Distribution Date: February 25, 1996
Percentage Interest evidenced Denomination: $
by his Certificate: %
<PAGE> 143
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-1 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by The Prudential Home Mortgage Securities Company,
Inc. (hereinafter called the "Seller", which term includes any successor entity
under the Agreement referred to below). The Trust Estate was created pursuant
to a Pooling and Servicing Agreement dated as of January 25, 1996 (the
"Agreement") among the Seller, Securitized Asset Services Corporation, as master
servicer (the "Master Servicer") and First Bank National Association, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms 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, a distribution 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 (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A, Class AP and Class M Certificates as specified in the
Agreement, any Class B-1 Distribution Amount required to be distributed to
Holders of Class B-1 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The Pass-Through
Rate on the Class B-1 Certificates applicable to each Distribution Date will be
7.00% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-1 Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
<PAGE> 144
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, an opinion of counsel acceptable to and in form and
substance satisfactory to the Seller and the Trustee with respect to certain
matters, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE> 145
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated: January 25, 1996
First Bank National Association, Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE> 146
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS AP,
CLASS M AND CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE") OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), OR ANY PERSON INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO
CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT."
<PAGE> 147
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1, CLASS B-2
evidencing an interest in a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF
THEIR AFFILIATES, ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1996
CUSIP No.: 74434U VN 1 First Distribution Date: February 25, 1996
Percentage Interest evidenced Denomination: $
by his Certificate: %
<PAGE> 148
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-2 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by The Prudential Home Mortgage Securities Company,
Inc. (hereinafter called the "Seller", which term includes any successor entity
under the Agreement referred to below). The Trust Estate was created pursuant
to a Pooling and Servicing Agreement dated as of January 25, 1996 (the
"Agreement") among the Seller, Securitized Asset Services Corporation, as master
servicer (the "Master Servicer") and First Bank National Association, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms 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, a distribution 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 (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A, Class AP and Class M Certificates and each Subclass of
Class B Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The Pass-Through
Rate on the Class B-2 Certificates applicable to each Distribution Date will be
7.00% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-2 Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
<PAGE> 149
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, an opinion of counsel acceptable to and in form and
substance satisfactory to the Seller and the Trustee with respect to certain
matters, as described in the Agreement.Reference is hereby made to the further
provisions of this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
This Certificate is issued on January 25, 1996, and based on its issue price of
95.99792%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance, is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
325% SPA (as defined in the Prospectus Supplement dated January 16, 1996 with
respect to the offering of the Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-
6 Certificates, Class A-R Certificate, Class AP Certificates, Class M
Certificates, Class B-1 Certificates and Class B-2 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 4.00208282%; and (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 7.59%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE> 150
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated: January 25, 1996
First Bank National Association, Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE> 151
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS AP,
CLASS M, CLASS B-1 AND CLASS B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE") OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), OR ANY PERSON INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO
CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT."
<PAGE> 152
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1, CLASS B-3
evidencing an interest in a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS
NOT GUARANTEED BY, THE SELLER, ANY AFFILIATE OF THE SELLER OR THE TRUSTEE, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, ANY AFFILIATE OF THE SELLER, THE
TRUSTEE, ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1996
CUSIP No.: 74434U VQ4 First Distribution Date: February 25, 1996
Percentage Interest evidenced Denomination: $
by his Certificate: %
<PAGE> 153
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-3 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by The Prudential Home Mortgage Securities Company,
Inc. (hereinafter called the "Seller", which term includes any successor entity
under the Agreement referred to below). The Trust Estate was created pursuant
to a Pooling and Servicing Agreement dated as of January 25, 1996 (the
"Agreement") among the Seller, Securitized Asset Services Corporation, as master
servicer (the "Master Servicer") and First Bank National Association, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms 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, a distribution 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 (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A, Class AP and Class M Certificates and each Subclass of
Class B Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The Pass-Through
Rate on the Class B-3 Certificates applicable to each Distribution Date will be
7.00% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-3 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
<PAGE> 154
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the date of initial issuance of the Certificates
pursuant to the Agreement, and unless such transfer is made in reliance on Rule
144A of the Securities Act of 1933, as amended, the Trustee or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller that such transfer is
exempt (describing the applicable exemption and the basis therefor) from or is
being made pursuant to the registration requirements of the Securities Act of
1933, as amended, and of any applicable statute of any state. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Seller, the Master Servicer, and any Paying Agent acting on behalf
of the Trustee 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. In
connection with any such transfer, the Trustee will also require (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on January 25, 1996, and based on its issue price of
81.79480%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance, is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
325% SPA (as defined in the Prospectus Supplement dated January 16, 1996 with
respect to the offering of the Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-
6 Certificates, Class A-R Certificate, Class AP Certificates, Class M
Certificates, Class B-1 Certificates and Class B-2 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 18.20520477%; and (ii)
the annual yield to maturity of this Certificate, compounded monthly, is
approximately 10.00%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE> 155
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated: January 25, 1996
First Bank National Association, Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE> 156
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS AP,
CLASS M, CLASS B-1, CLASS B-2 AND CLASS B-3 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE") OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), OR ANY PERSON INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO
CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT."
<PAGE> 157
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1, CLASS B-4
evidencing an interest in a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF
THEIR AFFILIATES, ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1996
CUSIP No.: 74434U VR2 First Distribution Date: February 25, 1996
Percentage Interest evidenced Denomination: $
by his Certificate: %
<PAGE> 158
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-4 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by The Prudential Home Mortgage Securities Company,
Inc. (hereinafter called the "Seller", which term includes any successor entity
under the Agreement referred to below). The Trust Estate was created pursuant
to a Pooling and Servicing Agreement dated as of January 25, 1996 (the
"Agreement") among the Seller, Securitized Asset Services Corporation, as master
servicer (the "Master Servicer") and First Bank National Association, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms 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, a distribution 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 (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A, Class AP and Class M Certificates and each Subclass of
Class B Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The Pass-Through
Rate on the Class B-4 Certificates applicable to each Distribution Date will be
7.00% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-4 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
<PAGE> 159
made within three years from the date of initial issuance of the Certificates
pursuant to the Agreement, and unless such transfer is made in reliance on Rule
144A of the Securities Act of 1933, as amended, the Trustee or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller that such transfer is
exempt (describing the applicable exemption and the basis therefor) from or is
being made pursuant to the registration requirements of the Securities Act of
1933, as amended, and of any applicable statute of any state. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Seller, the Master Servicer, and any Paying Agent acting on behalf
of the Trustee 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. In
connection with any such transfer, the Trustee will also require (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on January 25, 1996, and based on its issue price of
62.95104%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance, is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
325% SPA (as defined in the Prospectus Supplement dated January 16, 1996 with
respect to the offering of the Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-
6 Certificates, Class A-R Certificate, Class AP Certificates, Class M
Certificates, Class B-1 Certificates and Class B-2 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 37.04896142%; and (ii)
the annual yield to maturity of this Certificate, compounded monthly, is
approximately 14.33%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE> 160
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated: January 25, 1996
First Bank National Association, Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE> 161
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS AP,
CLASS M, CLASS B-1, CLASS B-2, CLASS B-3 AND CLASS B-4 CERTIFICATES AS DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE") OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), OR ANY PERSON INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO
CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT."
<PAGE> 162
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1, CLASS B-5
evidencing an interest in a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF
THEIR AFFILIATES, ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1996
CUSIP No.: 74434U VS0 First Distribution Date: February 25, 1996
Percentage Interest evidenced Denomination: $
by his Certificate: %
<PAGE> 163
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-5 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by The Prudential Home Mortgage Securities Company,
Inc. (hereinafter called the "Seller", which term includes any successor entity
under the Agreement referred to below). The Trust Estate was created pursuant
to a Pooling and Servicing Agreement dated as of January 25, 1996 (the
"Agreement") among the Seller, Securitized Asset Services Corporation, as master
servicer (the "Master Servicer") and First Bank National Association, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms 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, a distribution 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 (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A, Class AP and Class M Certificates and each Subclass of
Class B Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The Pass-Through
Rate on the Class B-5 Certificates applicable to each Distribution Date will be
7.00% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
<PAGE> 164
made within three years from the date of initial issuance of the Certificates
pursuant to the Agreement, and unless such transfer is made in reliance on Rule
144A of the Securities Act of 1933, as amended, the Trustee or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller that such transfer is
exempt (describing the applicable exemption and the basis therefor) from or is
being made pursuant to the registration requirements of the Securities Act of
1933, as amended, and of any applicable statute of any state. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Seller, the Master Servicer, and any Paying Agent acting on behalf
of the Trustee 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. In
connection with any such transfer, the Trustee will also require (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on January 25, 1996, and based on its issue price of
34.96666%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance, is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
325% SPA (as defined in the Prospectus Supplement dated January 16, 1996 with
respect to the offering of the Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-
6 Certificates, Class A-R Certificate, Class AP Certificates, Class M
Certificates, Class B-1 Certificates and Class B-2 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 65.03333608%; and (ii)
the annual yield to maturity of this Certificate, compounded monthly, is
approximately 26.44%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE> 165
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated: January 25, 1996
First Bank National Association, Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE> 166
EXHIBIT C-1
[FORM OF FACE OF CLASS AP CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1, CLASS AP
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF
THEIR AFFILIATES, ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1996
CUSIP No.: 74434U VK 7 First Distribution Date: February 25, 1996
Percentage Interest evidenced Denomination: $
by his Certificate: %
<PAGE> 167
THIS CERTIFIES THAT _____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of Class AP Certificates with respect to a Trust Estate consisting
of a pool of fixed interest rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage loans, other than the Fixed
Retained Yield, if any, with respect thereto, and which may include loans
secured by shares issued by cooperative housing corporations (the "Mortgage
Loans"), formed by The Prudential Home Mortgage Securities Company, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 25, 1996 (the "Agreement")
among the Seller, Securitized Asset Services Corporation, as master servicer
(the "Master Servicer") and First Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms 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, a distribution 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 (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class AP
Distribution Amount required to be distributed to Holders of Class AP
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. The Class AP Certificates will not be entitled
to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on January 25, 1996 at an issue price of 65.000%, and
a stated redemption price at maturity equal to its initial principal balance,
and is issued with original issue discount ("OID") for federal income tax
purposes. Assuming that this Certificate pays in accordance with projected cash
flows reflecting the prepayment assumption of 325% SPA (as defined in the
Prospectus Supplement dated January 16, 1996 with respect to the offering of the
Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-
4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-R
<PAGE> 168
Certificate, Class AP Certificates, and Class M Certificates, Class B-1
Certificates and Class B-2 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 35.00000373%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 10.48%. There is no
short first accrual period.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE> 169
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated: January 25, 1996
First Bank National Association, Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE> 170
EXHIBIT C
[Form of Face of Class M Certificate]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS AP
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE") OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), OR ANY PERSON INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO
CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT."
<PAGE> 171
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1, CLASS M
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE, ANY OF
THEIR AFFILIATES, ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1996
CUSIP No.: 74434U VL 5 First Distribution Date: February 25, 1996
Percentage Interest evidenced Denomination: $
by his Certificate: %
<PAGE> 172
THIS CERTIFIES THAT _______________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class M Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by The Prudential Home Mortgage Securities Company,
Inc. (hereinafter called the "Seller", which term includes any successor entity
under the Agreement referred to below). The Trust Estate was created pursuant
to a Pooling and Servicing Agreement dated as of January 25, 1996 (the
"Agreement") among the Seller, Securitized Asset Services Corporation, as master
servicer (the "Master Servicer") and First Bank National Association, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms 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, a distribution 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 (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A and Class AP Certificates as specified in the Agreement,
any Class M Distribution Amount required to be distributed to Holders of Class M
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The Class M Pass-Through Rate applicable
to each Distribution Date will be 7.00% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class M Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class M Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
<PAGE> 173
transferee is a Plan, an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee with respect to certain matters, as
described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate mortgage
investment conduit" as those terms are defined in Section 860G(a)(1) and Section
860D, respectively, of the Internal Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an authorized officer of the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE> 174
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.
Dated: January 25, 1996
First Bank National Association, Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE> 175
EXHIBIT D
[Form of Reverse of Series 1996-1 Certificates]
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1
This Certificate is one of a duly authorized issue of Certificates issued in
several Classes and Subclasses designated as Mortgage Pass-Through Certificates
of the Series specified hereon (herein collectively called the "Certificates").
The 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. In the event funds are advanced with respect to
any Mortgage Loan by a Servicer, the Master Servicer or the Trustee, such
advances are reimbursable to such Servicer, the Master Servicer or the Trustee
to the extent provided in the Agreement, from related recoveries on such
Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Master Servicer Custodial
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trustee, as applicable, of advances made by such
Servicer, the Master Servicer or the Trustee.
The Agreement permits, with certain exceptions therein provided, the amendment
of the Agreement and the modification of the rights and obligations of the
Seller, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class or Subclass of Certificates affected thereby. 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 hereof or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The Agreement also
permits the amendment thereof in certain circumstances without the consent of
the Holders of any of the Certificates.
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
office or agency appointed by the Trustee, 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 authorized Denominations evidencing
the same Class and Subclass and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
Classes and Denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of authorized Denominations evidencing the
<PAGE> 176
same Class and Subclass and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee or the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate Registrar, and
any agent of the Seller, the Master Servicer, the Trustee or the Certificate
Registrar, may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Seller, the Master Servicer,
the Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement in respect of the Certificates and the
Trust Estate created thereby shall terminate upon the last action required to be
taken by the Trustee on the Final Distribution Date pursuant to the Agreement
following the earlier of (i) the payment or other liquidation (or advance with
respect thereto) of the last Mortgage Loan subject thereto or the disposition of
all property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, and (ii) the purchase by the Master Servicer from the Trust
Estate of all remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans; provided, however, that the Trust Estate will in no event
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James's, living on the date of the Agreement. The
Agreement permits, but does not require, the Master Servicer to purchase all
remaining 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
option will effect early retirement of the Certificates, the Master Servicer's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
<PAGE> 177
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________
_______________________________________
_______________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like Denomination or Percentage Interest and Class or Subclass, to the above
named assignee and deliver such Certificate to the following address:
___________________________________
___________________________________
Social Security or other Identifying Number of Assignee:
___________________________________
Dated:
___________________________________
Signature by or on behalf of assignor
___________________________________
Signature Guaranteed
<PAGE> 178
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, 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> 179
EXHIBIT E
CUSTODIAL_AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
"Agreement"), dated as of _____________, by and among FIRST BANK NATIONAL
ASSOCIATION, not individually, but solely as Trustee (including its successors
under the Pooling and Servicing Agreement defined below, the "Trustee"), THE
PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC. (together with any successor
in interest, the "Seller"), SECURITIZED ASSET SALES CORPORATION (together with
any successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Master Servicer") and ___________________________
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer and the Trustee have entered into a
Pooling and Servicing Agreement dated as of January 25, 1996 relating to the
issuance of Mortgage Pass-Through Certificates, Series 1996-1 (as in effect on
the date of this Agreement, the "Original Pooling and Servicing Agreement", and
as amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the
purposes of receiving and holding certain documents and other instruments
delivered by the Seller under the Pooling and Servicing Agreement, all upon the
terms and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Seller, the Master Servicer
and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have the
meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian_to_Act_as_Agent;_Acceptance_of_Custodial_Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments and
other documents relating to the Mortgage Loans identified on the schedule
attached hereto and declares that it holds and will hold such Mortgage Notes,
Mortgages, assignments and other documents and any similar documents received by
the Trustee subsequent to the date hereof (the "Custodial Files") as agent for
the Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation_of_Assignments. If any Custodial File includes one or
more assignments to the Trustee of Mortgage Notes and related Mortgages that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Seller for the purpose of recording it in the appropriate public office
<PAGE> 180
for real property records, and the Seller, at no expense to the Custodian, shall
promptly cause to be recorded in the appropriate public office for real property
records each such assignment and, upon receipt thereof from such public office,
shall return each such assignment to the Custodian.
Section 2.3. Review_of_Custodial_Files. The Custodian agrees, for the benefit
of Certificateholders, to review, in accordance with the provisions of Section
2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trustee.
Section 2.4. Notification_of_Breaches_of_Representations_and_Warranties. Upon
discovery by the Custodian of a breach of any representation or warranty made by
the Seller or the Master Servicer as set forth in the Pooling and Servicing
Agreement, the Custodian shall give prompt written notice to the Seller, the
Master Servicer and the Trustee.
Section 2.5. Custodian_to_Cooperate;_Release_of_Custodial_Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in an manner customary for
such purposes, the Master Servicer shall immediately notify the Custodian by a
certification (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 Certificate Account pursuant to Section 3.02 of
the Pooling and Servicing Agreement have been or will be so deposited) of a
Servicing Officer and shall request delivery to it of the Custodial File. The
Custodian agrees, upon receipt of such certification and request, promptly to
release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any document
constituting part of, the Custodial File be released to the Master Servicer and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan.
With such certificate, the Master Servicer shall deliver to the Custodian a
receipt signed by a Servicing Officer on behalf of the Master Servicer, and upon
receipt of the foregoing, the Custodian shall deliver the Custodial File or such
document to the Master Servicer. The Master Servicer shall cause each Custodial
File or any document therein so released to be returned to the Custodian when
the need therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account to the extent
required by the Pooling and Servicing Agreement or (ii) the Custodial 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 proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Custodial File or such document were
delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption_Agreements. In the event that any assumption agreement
<PAGE> 181
or substitution of liability agreement is entered into with respect to any
Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian_a_Bailee_and_Agent_of_the_Trustee. With respect to each
Mortgage Note, Mortgage and other documents constituting each Custodian File
which are delivered to the Custodian, the Custodian is exclusively the bailee
and agent of the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Custodial File shall be delivered by the
Custodian to the Seller or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify and hold
the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reasons of its acting as custodian
under this Agreement, including indemnification of the Custodian against any and
all expenses, including attorney's fees if counsel for the Custodian has been
approved by the Seller, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian_May_Own_Certificates. The Custodian in its individual
or any other capacity may become the owner or pledgee of Certificates with the
same rights it would have if it were not Custodian.
Section 3.4. Master_Servicer_to_Pay_Custodian's_Fees_and_Expenses. The Master
Servicer covenants and agrees to pay to the Custodian from time to time, and the
Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian_May_Resign;_Trustee_May_Remove_Custodian. The Custodian
may resign from the obligations and duties hereby imposed upon it as such
obligations and duties relate to its acting as Custodian of the Mortgage Loans.
<PAGE> 182
Upon receiving such notice of resignation, the Trustee shall either take custody
of the Custodial Files itself and give prompt notice thereof to the Seller, the
Master Servicer and the Custodian or promptly appoint a successor Custodian by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Custodian and one copy to the successor Custodian.
If the Trustee shall not have taken custody of the Custodial Files and no
successor Custodian shall have been so appointed and have accepted resignation,
the resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the Trustee
shall appoint, or petition a court of competent jurisdiction to appoint, a
successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 3.6. Merger_or_Consolidation_of_Custodian. Any Person into which the
Custodian may be merged or converted or with which it may be consolidated, or
any Person resulting from any merger, conversion or consolidation to which the
Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian 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.
Section 3.7. Representations_of_the_Custodian. The Custodian hereby represents
that it is a depository institution subject to supervision or examination by a
federal or state authority, has a combined capital and surplus of at least
$10,000,000 and is qualified to do business in the jurisdiction in which it will
hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or supplement to this
Agreement shall be valid or effective unless the same is in writing and signed
by all parties hereto, and neither the Seller, the Master Servicer nor the
Trustee shall enter into any amendment hereof except as permitted by the Pooling
and Servicing Agreement. The Trustee shall give prompt notice to the Custodian
of any amendment or supplement to the Pooling and Servicing Agreement and
furnish the Custodian with written copies thereof.
<PAGE> 183
Section 4.3. Governing_Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation_of_Agreement. 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 and at its expense on direction by the
Trustee, but only upon direction 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 4.5. 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.
<PAGE> 184
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: FIRST BANK NATIONAL ASSOCIATION
180 East Fifth Street By:___________________
St. Paul, Minnesota 55101 Name:___________________
Title:___________________
Address: THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
5325 Spectrum Drive
Frederick, Maryland 21701 By:__________________
Name:__________________
Title:__________________
Address: SECURITIZED ASSET SERVICES CORPORATION
7485 New Horizon Way
Frederick, Maryland 21701 By:__________________
Name:__________________
Title:__________________
Address: THE PRUDENTIAL HOME MORTGAGE COMPANY, INC.
7485 New Horizon Way
Frederick, Maryland 21701 By:__________________
Name:__________________
Title:__________________
Address: [CUSTODIAN]
By:__________________
Name:__________________
Title:__________________
<PAGE> 185
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for the
State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of The Prudential Home
Mortgage Securities Company, Inc. a Delaware corporation, one of the parties
that executed the foregoing instrument; and that he signed his name thereto by
order of the Board of Directors of said corporation.
__________________
Notary Public
[NOTARIAL SEAL]
<PAGE> 186
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for the
State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Securitized Asset
Services Corporation, one of the parties that executed the foregoing instrument;
and that he signed his name thereto by order of the Board of Directors of said
corporation.
___________________
Notary Public
[NOTARIAL SEAL]
<PAGE> 187
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and for the
State of ____________, personally appeared __________ _________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Bank
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
____________________
Notary Public
[NOTARIAL SEAL]
<PAGE> 188
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and for the
State of ____________, personally appeared _______________ _______________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of The Prudential Home
Mortgage Company, Inc., a New Jersey corporation, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
____________________
Notary Public
[NOTARIAL SEAL]
<PAGE> 189
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19__, before me, a notary public in and for the
State of __________, personally appeared __________ __________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
____________________
Notary Public
[NOTARIAL SEAL]
<PAGE> 190
<TABLE>
Exhibit F-1 Schedule of Mortgage Loans Serviced by PHMC
PHM / 1996-1 20 & 30 YEAR FIXED RATE RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- ------------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------------- ----- -------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3026509 SOUTH WINDSOR CT 06074 SFD 8.500 7.000 $1,230.27 360 1-Dec-21
3032886 REDONDO BEACH CA 90278 LCO 8.625 7.000 $1,882.26 360 1-Feb-22
3090790 STURBRIDGE MA 01566 SFD 8.250 7.000 $525.89 360 1-Jul-22
3155152 DANBURY CT 06810 SFD 7.750 7.000 $1,633.42 360 1-Oct-22
3163116 LANCASTER CA 93536 SFD 7.750 7.000 $1,529.19 360 1-Dec-22
3176467 BILLINGS MT 59106 SFD 4.500 4.280 $466.92 360 1-Dec-22
3200698 DURHAM CT 06422 SFD 8.000 7.000 $1,577.97 360 1-Jan-23
3212126 HOPKINTON MA 01748 SFD 7.625 7.000 $2,084.46 360 1-Jun-23
3226636 HUNTINGTON BEACH CA 92647 PUD 8.625 7.000 $2,161.09 360 1-Feb-23
3227384 EL DORADO HILLS CA 95762 SFD 8.250 7.000 $1,750.83 360 1-Apr-23
3236609 SOUTH ORANGE NJ 07079 SFD 8.375 7.000 $1,931.35 360 1-Apr-23
3237936 ANAHEIM CA 92801 SFD 7.875 7.000 $1,606.76 360 1-Apr-23
3248004 PRINCETON JUNCTION NJ 08550 SFD 8.000 7.000 $1,557.79 360 1-May-23
3249790 GLEN GARDNER NJ 08826 SFD 6.750 6.530 $1,672.42 360 1-Aug-23
3262263 VENICE CA 90291 SFD 7.875 7.000 $1,630.69 360 1-May-23
3273599 SUCCASUNNA NJ 07876 SFD 7.500 7.000 $1,627.43 360 1-Jul-23
3284005 MCKINNEY TX 75070 SFD 7.625 7.000 $1,512.56 360 1-Aug-23
3292147 BOCA RATON FL 33432 SFD 7.750 7.000 $1,960.11 360 1-Jun-23
3301193 COLORADO SPRINGS CO 80919 SFD 7.125 6.905 $1,849.70 360 1-Nov-23
3303157 EAST SETAUKET NY 11733 SFD 7.500 7.000 $1,753.63 360 1-Sep-23
3303879 ANNANDALE NJ 08801 SFD 7.625 7.000 $1,747.55 360 1-Jul-23
3334284 CHAPEL HILL NC 27514 SFD 7.625 7.000 $1,876.01 360 1-Sep-23
3340417 PLEASANTVILLE NY 10570 SFD 7.125 6.905 $2,576.98 360 1-Sep-23
3344455 LAWRENCEVILLE NJ 08648 SFD 7.250 7.000 $1,903.28 360 1-Sep-23
3344795 UPLAND CA 91786 SFD 7.250 7.000 $1,555.37 360 1-Sep-23
3345774 EL PASO TX 79912 SFD 7.625 7.000 $1,647.39 360 1-Oct-23
3352235 EDEN PRAIRIE MN 55347 SFD 7.000 6.780 $1,662.26 360 1-Dec-23
3361512 RALEIGH NC 27612 SFD 7.000 6.780 $1,864.52 360 1-Sep-23
3375008 KELLER TX 76248 SFD 7.125 6.905 $1,888.10 360 1-Oct-23
3379848 DOYLESTOWN PA 18901 SFD 6.500 6.280 $1,673.41 360 1-Nov-23
3381677 MONUMENT CO 80132 SFD 7.250 7.000 $1,815.96 360 1-Nov-23
3392515 BOCA RATON FL 33432 SFD 7.125 6.905 $1,536.08 360 1-Nov-23
3408046 BAKERSFIELD CA 93311 SFD 7.500 7.000 $1,441.44 360 1-Nov-23
3418752 ANNANDALE NJ 08801 SFD 7.125 6.905 $1,683.29 360 1-Dec-23
3423760 SAN RAMON CA 94583 PUD 6.750 6.530 $1,848.51 360 1-Dec-23
3430317 LIVINGSTON NJ 07039 SFD 7.125 6.905 $1,600.09 360 1-Jan-24
3440973 ROSEVILLE CA 95661 SFD 7.125 6.905 $1,472.08 360 1-Dec-23
3473485 BRIDGEWATER NJ 08807 SFD 7.250 7.000 $1,626.65 360 1-Mar-24
3477796 CARY NC 27513 SFD 6.750 6.530 $1,016.36 360 1-Feb-24
3479034 AMES IA 50010 SFD 7.875 7.000 $1,670.56 360 1-Mar-24
3481053 CORONA CA 91719 SFD 7.375 7.000 $1,468.38 360 1-Apr-24
3484592 COLORADO SPRINGS CO 80908 SFD 7.250 7.000 $1,781.17 360 1-Apr-24
3486391 ATLANTA GA 30331 SFD 7.000 6.780 $1,828.26 360 1-Mar-24
3504826 BASKING RIDGE NJ 07920 LCO 7.250 7.000 $668.54 360 1-Jun-24
3512104 BOXFORD MA 01885 SFD 8.500 7.000 $2,169.56 240 1-Oct-14
3530062 ASHBURN VA 22011 SFD 8.625 7.000 $1,755.48 360 1-Sep-24
3532761 KINNELON NJ 07405 SFD 7.875 7.000 $2,693.21 240 1-Sep-14
<PAGE> 191
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- ------------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------------- ----- -------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3539786 CHESTERFIELD MO 63005 SFD 7.750 7.000 $1,681.07 360 1-Nov-25
3544585 WEEHAWKEN NJ 07087 LCO 8.375 7.000 $1,966.66 240 1-Nov-14
3544854 COLUMBUS OH 43229 SFD 8.000 7.000 $811.92 360 1-Oct-24
3546548 HOUSTON TX 77059 SFD 7.875 7.000 $2,069.35 360 1-Oct-24
3556323 DULUTH GA 30136 SFD 8.875 7.000 $1,717.80 360 1-Jan-25
3560270 WARREN RI 02885 SFD 8.625 7.000 $2,671.05 240 1-Feb-15
3560683 KENNESAW GA 30144 SFD 8.875 7.000 $600.72 360 1-Feb-25
3562590 COLLEYVILLE TX 76034 SFD 9.875 7.000 $4,642.20 360 1-Feb-25
3563955 BELLE MEAD NJ 08502 SFD 9.125 7.000 $2,042.51 240 1-Jan-15
3566266 FRANKLIN PARK NJ 08823 SFD 7.750 7.000 $1,704.71 360 1-Oct-25
3567040 CENTREVILLE VA 22020 SFD 7.375 7.000 $1,726.69 360 1-Dec-25
3567204 GLENVIEW IL 60025 SFD 7.500 7.000 $3,244.36 360 1-Oct-25
3569103 TROUTVILLE VA 24175 SFD 7.500 7.000 $1,538.28 360 1-Nov-25
3571354 GREAT FALLS VA 22066 SFD 7.625 7.000 $2,439.77 240 1-Jul-15
3572616 CHADDS FORD PA 19317 SFD 7.125 6.905 $2,224.96 360 1-Dec-25
3574959 WASHINGTON PA 15301 SFD 7.750 7.000 $1,719.39 360 1-Nov-25
3575446 MAHWAH NJ 07430 SFD 7.750 7.000 $2,973.12 360 1-Dec-25
3575638 GLEN GARDNER NJ 08826 SFD 7.375 7.000 $1,726.69 360 1-Oct-25
3576130 AURORA IL 60504 SFD 7.750 7.000 $1,755.21 360 1-Nov-25
3577006 ALEXANDRIA VA 22314 PUD 7.625 7.000 $3,178.71 360 1-Oct-25
3577268 ORLANDO FL 32836 SFD 8.125 7.000 $1,915.65 360 1-Oct-25
3579519 LA HONDA CA 94020 SFD 7.375 7.000 $3,108.04 360 1-Sep-25
3579699 BIXBY OK 74008 SFD 7.500 7.000 $1,573.24 360 1-Dec-25
3580829 NEWARK DE 19711 SFD 8.125 7.000 $2,175.89 360 1-Nov-25
3582225 SAN RAMON CA 94583 SFD 8.125 7.000 $1,735.22 360 1-Oct-25
3582277 SUGAR LAND TX 77478 SFD 7.375 7.000 $1,933.90 360 1-Nov-25
3582554 COLLEGEVILLE PA 19426 SFD 7.375 7.000 $2,072.03 360 1-Nov-25
3583958 CLIFTON PARK NY 12065 SFD 7.625 7.000 $1,896.89 360 1-Nov-25
3584238 SAINT CHARLES IL 60175 SFD 8.000 7.000 $2,127.92 360 1-Oct-25
3584594 AUSTIN TX 78759 SFD 7.250 7.000 $1,637.23 360 1-Dec-25
3584898 CLINTON NJ 08801 SFD 7.625 7.000 $2,195.79 240 1-Jul-15
3585243 LAKE BLUFF IL 60044 SFD 8.125 7.000 $2,048.55 360 1-Nov-25
3585301 HAMDEN CT 06514 SFD 7.125 6.905 $1,848.69 360 1-Oct-25
3585888 BLOOMING GROVE NY 10914 SFD 7.750 7.000 $1,486.92 360 1-Dec-25
3586111 AUSTIN TX 78746 SFD 7.750 7.000 $1,587.57 360 1-Nov-25
3586284 MIAMI FL 33178 SFD 7.750 7.000 $1,995.57 360 1-Oct-25
3587674 NEWARK DE 19711 SFD 7.125 6.905 $1,482.19 360 1-Nov-25
3587919 BREWSTER NY 10509 SFD 7.625 7.000 $1,818.33 360 1-Oct-25
3588407 DOWINGTON PA 19335 SFD 7.375 7.000 $2,058.22 360 1-Oct-25
3588532 RESTON VA 22094 SFD 7.250 7.000 $2,046.53 360 1-Nov-25
3588543 CHADDS FORD PA 19317 SFD 7.750 7.000 $1,791.04 360 1-Oct-25
3588998 SUMMIT NJ 07901 SFD 7.500 7.000 $3,524.05 360 1-Oct-25
3589747 TROY MI 48098 SFD 7.250 7.000 $1,699.31 240 1-Jul-15
3590533 LINCOLN NE 68516 SFD 7.875 7.000 $2,119.35 240 1-Jun-15
3590627 LONG BEACH CA 90803 SFD 7.625 7.000 $2,010.14 360 1-Oct-25
3590640 LOVELAND OH 45140 PUD 7.875 7.000 $2,020.77 360 1-Nov-25
3591175 LONG VALLEY NJ 07853 SFD 7.375 7.000 $2,783.31 240 1-Dec-15
3591234 PITTSFORD NY 14534 SFD 7.125 6.905 $2,459.08 360 1-Oct-25
3591757 JUPITER FL 33458 SFD 7.375 7.000 $1,994.92 240 1-Jul-15
3591774 STAMFORD CT 06907 SFD 7.375 7.000 $4,489.39 360 1-Oct-25
<PAGE> 192
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- ------------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------------- ----- -------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3591980 CHAPEL HILL NC 27516 SFD 7.625 7.000 $1,641.02 360 1-Oct-25
3592427 AUSTIN TX 78759 SFD 7.500 7.000 $1,677.77 360 1-Oct-25
3592647 CHANHASSEN MN 55317 SFD 8.375 7.000 $2,062.46 360 1-Oct-25
3592681 TRUMBULL CT 06611 SFD 7.875 7.000 $2,030.20 360 1-Oct-25
3592825 ATLANTA GA 30350 SFD 7.500 7.000 $2,447.26 360 1-Jul-25
3592891 OAKS PA 19456 SFD 8.125 7.000 $1,632.76 360 1-Oct-25
3593895 ELLICOTT CITY MD 21043 SFD 7.375 7.000 $1,692.16 360 1-Nov-25
3594044 WARWICK NY 10990 SFD 7.250 7.000 $1,698.62 360 1-Nov-25
3595080 WEXFORD PA 15090 SFD 7.500 7.000 $1,861.66 360 1-Oct-25
3595323 BLUE BELL PA 19422 SFD 7.375 7.000 $1,616.18 360 1-Oct-25
3595521 STILLWATER MN 55082 SFD 7.375 7.000 $1,519.49 360 1-Nov-25
3595528 THE WOODLANDS TX 77380 SFD 7.375 7.000 $1,755.53 240 1-Aug-15
3595693 CHICAGO IL 60611 HCO 8.250 7.000 $1,983.35 360 1-Dec-25
3596022 BOOTHWYN PA 19061 SFD 7.125 6.905 $1,414.81 360 1-Oct-25
3596098 DOWNINGTOWN PA 19335 SFD 7.750 7.000 $1,686.80 360 1-Nov-25
3596564 CROFTON MD 21114 SFD 7.875 7.000 $1,553.10 360 1-Nov-25
3596584 CINCINNATI OH 45241 SFD 7.625 7.000 $2,123.39 360 1-Nov-25
3597177 GAINESVILLE VA 22065 SFD 7.375 7.000 $1,850.67 360 1-Oct-25
3598229 YORK VA 23693 SFD 8.375 7.000 $1,674.44 360 1-Oct-25
3598616 ROCKVILLE MD 20855 SFD 7.625 7.000 $1,748.26 360 1-Oct-25
3599154 MALVERN PA 19355 SFD 7.875 7.000 $2,509.83 360 1-Oct-25
3599284 MANDEVILLE LA 70471 SFD 8.125 7.000 $2,064.89 360 1-Nov-25
3599294 GREEN OAKS IL 60048 SFD 7.750 7.000 $2,399.99 360 1-Oct-25
3599448 MADISON NJ 07940 SFD 7.375 7.000 $1,851.01 360 1-Nov-25
3599900 DOVE CANYON CA 92679 SFD 7.125 6.905 $2,189.59 360 1-Nov-25
3599927 SAINT CHARLES IL 60175 SFD 7.125 6.905 $2,097.96 240 1-Aug-15
3601037 ROCKY FACE GA 30740 SFD 7.500 7.000 $2,447.26 360 1-Oct-25
3601064 NEW FAIRFIELD CT 06812 SFD 7.625 7.000 $1,846.64 360 1-Nov-25
3601664 LAGRANGEVILLE NY 12540 SFD 7.875 7.000 $1,859.81 360 1-Oct-25
3601775 LOVELAND OH 45140 SFD 7.375 7.000 $2,051.31 360 1-Oct-25
3601946 AURORA IL 60504 SFD 6.875 6.655 $1,708.02 360 1-Dec-25
3602176 RANCHO SANTA MARGARI CA 92688 SFD 7.750 7.000 $1,836.89 360 1-Nov-25
4447496 DANVILLE CA 94506 SFD 7.625 7.000 $1,840.27 360 1-Oct-25
4447907 CARMEL IN 46032 SFD 7.125 6.905 $1,684.30 360 1-Oct-25
4448536 HOCKESSIN DE 19707 SFD 7.250 7.000 $1,593.57 360 1-Nov-25
4449029 GRANITE BAY CA 95746 SFD 7.500 7.000 $1,966.55 360 1-Aug-25
4449365 CHARLOTTE NC 28269 SFD 7.500 7.000 $1,968.99 360 1-Nov-25
4449452 HOWELL NJ 07728 SFD 7.750 7.000 $1,922.14 360 1-Nov-25
4449591 GREAT FALLS VA 22066 SFD 7.500 7.000 $2,447.26 360 1-Oct-25
4449665 LONGMONT CO 80503 SFD 8.875 7.000 $2,154.21 360 1-Nov-25
4449891 RALEIGH NC 27615 SFD 7.500 7.000 $1,538.27 360 1-Aug-25
4449915 DOWNINGTOWN PA 19335 SFD 8.125 7.000 $1,631.27 360 1-Nov-25
4449974 ST CHARLES IL 60175 SFD 7.250 7.000 $2,046.53 360 1-Nov-25
4450140 BAKERSFIELD CA 93312 SFD 7.500 7.000 $1,561.00 360 1-Sep-25
4450479 ALBUQUERQUE NM 87112 SFD 7.375 7.000 $1,519.49 360 1-Sep-25
4450880 RIDGEFIELD CT 06877 SFD 7.375 7.000 $1,668.68 360 1-Sep-25
4450918 DEDHAM MA 02026 SFD 7.625 7.000 $2,768.89 360 1-Oct-25
4451128 APPLE VALLEY MN 55124 SFD 7.750 7.000 $1,647.75 360 1-Oct-25
4451193 LOVELAND OH 45140 SFD 7.500 7.000 $1,534.78 360 1-Dec-25
4451202 THE WOODLANDS TX 77382 SFD 8.000 7.000 $2,382.17 360 1-Oct-25
<PAGE> 193
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- ------------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------------- ----- -------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4451421 HOLLIS NH 03049 SFD 7.000 6.780 $1,476.98 360 1-Nov-25
4451511 AURORA IL 60504 SFD 7.500 7.000 $1,657.49 360 1-Oct-25
4451919 WINNETKA IL 60093 SFD 7.500 7.000 $2,097.65 360 1-Nov-25
4451923 ATLANTA GA 30302 SFD 7.500 7.000 $2,097.65 360 1-Oct-25
4452080 BIRMINGHAM PA 19380 SFD 7.000 6.780 $2,422.04 360 1-Dec-25
4452178 MANDEVILLE LA 70448 SFD 8.125 7.000 $2,071.57 360 1-Nov-25
4452298 VIRGINIA BEACH VA 23452 SFD 8.125 7.000 $1,804.27 360 1-Oct-25
4452595 ENGLEWOOD CO 80110 SFD 7.750 7.000 $1,898.50 360 1-Nov-25
4452597 NORWALK CT 06851 SFD 7.750 7.000 $1,762.38 360 1-Oct-25
4453116 NEWTOWN PA 18940 SFD 7.250 7.000 $2,353.51 360 1-Jan-26
4453153 BARRINGTON HILLS IL 60010 SFD 7.625 7.000 $3,708.84 360 1-Oct-25
4453268 MONTEREY CA 93940 SFD 7.500 7.000 $2,485.71 360 1-Nov-25
4453712 NEWBURY PARK CA 91319 SFD 7.875 7.000 $1,566.15 360 1-Oct-25
4453788 APEX NC 27502 SFD 7.750 7.000 $1,633.42 360 1-Oct-25
4453882 ASHLAND MA 01721 SFD 7.875 7.000 $1,595.16 360 1-Oct-25
4454118 HAYMARKET VA 22069 SFD 8.000 7.000 $2,774.37 360 1-Oct-25
4454152 HUDSON OH 44236 SFD 8.125 7.000 $1,771.23 360 1-Nov-25
4454190 ZIONSVILLE IN 46077 SFD 7.375 7.000 $2,290.17 240 1-Oct-15
4454239 RANDOLPH NJ 07869 SFD 7.875 7.000 $2,175.21 360 1-Oct-25
4454418 MILLTOWN NJ 08850 SFD 7.375 7.000 $1,625.51 360 1-Oct-25
4454616 GLENMONT NY 12077 SFD 7.875 7.000 $1,832.62 360 1-Nov-25
4454623 ELLICOTT CITY MD 21043 SFD 7.750 7.000 $1,504.47 360 1-Nov-25
4454695 DANVILLE CA 94506 SFD 7.750 7.000 $2,121.30 360 1-Oct-25
4454866 PURCHASE NY 10577 SFD 7.500 7.000 $2,705.97 360 1-Nov-25
4455193 CHATHAM NJ 07928 SFD 7.500 7.000 $3,075.50 360 1-Oct-25
4455324 TAYLORS SC 29687 SFD 8.000 7.000 $1,934.94 360 1-Nov-25
4455377 ALPHARETTA GA 30202 SFD 7.125 6.905 $1,684.30 360 1-Nov-25
4455515 BEDMINSTER NJ 07921 SFD 7.375 7.000 $1,768.13 360 1-Dec-25
4455573 HIGHLAND VILLAGE TX 75067 SFD 7.750 7.000 $1,525.96 360 1-Sep-25
4455625 WESTMINSTER CO 80020 SFD 7.125 6.905 $1,826.79 360 1-Oct-25
4455782 DALLAS TX 75230 SFD 6.875 6.655 $1,445.25 360 1-Oct-25
4455898 ALPHARETTA GA 30202 SFD 7.500 7.000 $1,608.20 360 1-Oct-25
4456340 GRAYSLAKE IL 60030 SFD 7.625 7.000 $1,521.76 360 1-Nov-25
4456368 WILMINGTON DE 19807 SFD 7.125 6.905 $2,896.99 360 1-Sep-25
4456375 NAPERVILLE IL 60565 SFD 7.250 7.000 $2,075.19 360 1-Sep-25
4456425 MAHWAH NJ 07430 SFD 7.000 6.780 $2,814.23 360 1-Oct-25
4456591 MOUNTAIN LAKES NJ 07046 SFD 7.125 6.905 $1,482.19 360 1-Oct-25
4456653 LOS ALTOS CA 94024 SFD 7.000 6.780 $3,432.97 360 1-Sep-25
4456844 STRAFFORD PA 19087 SFD 7.500 7.000 $3,412.17 360 1-Nov-25
4456871 SOUTHBURY CT 06488 SFD 7.875 7.000 $1,790.93 360 1-Oct-25
4457308 CHADDS FORD PA 19317 SFD 7.375 7.000 $2,106.56 360 1-Oct-25
4457411 HONOLULU HI 96816 LCO 8.500 7.000 $2,595.09 360 1-Aug-25
4457578 DOYLESTOWN PA 18901 SFD 7.250 7.000 $2,046.53 360 1-Oct-25
4457597 AUSTIN TX 78731 SFD 7.375 7.000 $1,602.03 360 1-Oct-25
4457787 WALNUT CREEK CA 94596 SFD 8.250 7.000 $1,855.63 360 1-Dec-25
4457895 FAIRPORT NY 14450 SFD 7.125 6.905 $1,583.24 360 1-Oct-25
4457930 PENNSBURY TOWNSHIP PA 19382 SFD 7.625 7.000 $2,405.80 360 1-Nov-25
4457959 SAN JOSE CA 95135 SFD 7.875 7.000 $2,283.97 360 1-Oct-25
4457984 CARLSBAD CA 92009 SFD 8.125 7.000 $2,396.79 360 1-Oct-25
4457996 DOVE CANYON CA 92679 SFD 7.375 7.000 $2,928.47 360 1-Nov-25
<PAGE> 194
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- ------------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------------- ----- -------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4458122 PALOS VERDES ESTATES CA 90274 SFD 7.000 6.780 $3,193.46 360 1-Oct-25
4458195 PHOENIX AZ 85048 SFD 7.375 7.000 $1,464.24 360 1-Oct-25
4458287 ISSAQUAH WA 98027 SFD 7.500 7.000 $1,608.19 360 1-Sep-25
4458324 MCMURRAY PA 15317 SFD 7.125 6.905 $1,994.21 360 1-Oct-25
4458355 ORLAND PARK IL 60462 SFD 7.500 7.000 $2,073.53 360 1-Oct-25
4458356 WEST CHESTER OH 45069 SFD 7.375 7.000 $2,106.64 240 1-Sep-15
4458358 ATLANTA GA 30342 SFD 7.000 6.780 $3,060.40 360 1-Oct-25
4458370 BLOOMFIELD HILLS N MI 48302 SFD 7.750 7.000 $1,626.26 360 1-Nov-25
4458514 FORT LAUDERDALE FL 33332 SFD 7.375 7.000 $1,588.56 360 1-Nov-25
4458795 HURRICANE WV 25526 SFD 7.625 7.000 $1,981.83 360 1-Oct-25
4458988 GLADWYNE PA 19035 SFD 7.750 7.000 $2,343.75 360 1-Oct-25
4459046 BRIDGEWATER NJ 08807 SFD 8.375 7.000 $2,633.66 360 1-Oct-25
4459047 CHICAGO IL 60614 HCO 7.500 7.000 $2,545.15 360 1-Oct-25
4459086 PELHAM MANOR NY 10803 SFD 7.125 6.905 $2,021.16 360 1-Oct-25
4459102 CHAPPAQUA NY 10514 SFD 8.250 7.000 $3,144.06 360 1-Oct-25
4459105 ARLINGTON TX 76016 SFD 7.750 7.000 $1,553.90 360 1-Aug-25
4459112 DANVILLE CA 94506 SFD 7.500 7.000 $3,549.22 360 1-Oct-25
4459159 WALNUT CREEK CA 94598 SFD 7.375 7.000 $2,540.65 360 1-Oct-25
4459352 ALPHARETTA GA 30202 SFD 7.250 7.000 $2,046.53 360 1-Nov-25
4459621 BUDD LAKE NJ 07828 SFD 7.375 7.000 $1,558.17 360 1-Dec-25
4459707 HILLSBOROUGH CA 94010 SFD 7.375 7.000 $3,453.38 360 1-Oct-25
4459896 SPRING CITY PA 19475 SFD 7.250 7.000 $2,640.03 360 1-Nov-25
4459985 WESTCHESTER OH 45069 SFD 7.500 7.000 $2,097.65 360 1-Oct-25
4459987 MONMOUTH BEACH NJ 07750 SFD 8.250 7.000 $1,791.78 360 1-Nov-25
4460150 PLANO TX 75024 SFD 7.750 7.000 $1,514.14 360 1-Oct-25
4460232 VENTURA CA 93004 SFD 8.375 7.000 $1,932.48 360 1-Sep-25
4460483 LAGUNA NIGUEL CA 92677 SFD 7.625 7.000 $1,911.05 360 1-Nov-25
4460496 CLINTON NJ 08801 SFD 7.250 7.000 $1,704.76 360 1-Oct-25
4460769 RIDGEFIELD CT 06877 SFD 7.750 7.000 $1,719.39 360 1-Dec-25
4460812 CHELMSFORD MA 01824 SFD 7.750 7.000 $1,970.14 360 1-Oct-25
4460826 HILLSBOROUGH NJ 08853 SFD 8.000 7.000 $1,614.29 360 1-Oct-25
4460901 FREEHOLD NJ 07728 SFD 7.625 7.000 $1,938.65 360 1-Oct-25
4461053 LAGUNA NIGUEL CA 92677 SFD 7.750 7.000 $2,334.08 360 1-Dec-25
4461102 WESTFIELD NJ 07090 SFD 7.625 7.000 $1,847.35 360 1-Oct-25
4461120 NORCO CA 91760 SFD 7.875 7.000 $1,494.37 360 1-Oct-25
4461270 MONROE CT 06468 SFD 7.625 7.000 $1,450.98 360 1-Oct-25
4461283 MOUNT KISCO NY 10549 SFD 7.875 7.000 $1,772.80 360 1-Nov-25
4461326 MAHWAH NJ 07430 SFD 7.375 7.000 $3,453.38 360 1-Nov-25
4461350 ALAMEDA CA 94501 SFD 7.875 7.000 $1,748.87 360 1-Nov-25
4461397 LITTLETON CO 80127 SFD 7.375 7.000 $1,657.63 360 1-Oct-25
4461442 NAPERVILLE IL 60540 SFD 7.250 7.000 $2,678.91 360 1-Oct-25
4461484 PURCELLVILLE VA 22132 SFD 7.375 7.000 $1,533.30 360 1-Aug-25
4461528 BROOKFIELD CT 06804 SFD 7.250 7.000 $1,705.45 360 1-Oct-25
4461534 GROSSE POINTE MI 48230 SFD 7.500 7.000 $2,097.65 360 1-Nov-25
4461852 BOULDER CREEK CA 95006 SFD 7.875 7.000 $2,546.44 360 1-Sep-25
4461922 LEWIS CENTER OH 43035 SFD 7.500 7.000 $1,828.80 360 1-Oct-25
4461939 PHOENIX AZ 85032 SFD 7.250 7.000 $1,473.51 360 1-Oct-25
4461982 ROCKAWAY NJ 07866 SFD 7.500 7.000 $1,538.28 360 1-Nov-25
4461992 OVERLAND PARK KS 66221 SFD 7.375 7.000 $1,491.86 360 1-Nov-25
4462033 DOYLESTOWN PA 18901 SFD 7.500 7.000 $2,097.65 360 1-Nov-25
<PAGE> 195
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- ------------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------------- ----- -------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4462044 NEEDHAM MA 02192 SFD 7.500 7.000 $1,678.12 360 1-Oct-25
4462052 CHARLOTTE NC 28269 SFD 7.875 7.000 $1,647.73 360 1-Oct-25
4462114 LEAWOOD KS 66209 SFD 7.125 6.905 $2,398.44 360 1-Oct-25
4462120 SOUTHLAKE TX 76092 SFD 7.250 7.000 $3,410.89 360 1-Oct-25
4462132 CHADDS FORD PA 19317 SFD 7.250 7.000 $2,223.90 360 1-Oct-25
4462193 WARREN NJ 07059 SFD 7.500 7.000 $2,307.41 360 1-Oct-25
4462210 FARMERS BRANCH TX 75234 SFD 8.000 7.000 $1,792.96 360 1-Sep-25
4462225 TRUMBULL CT 06611 SFD 8.125 7.000 $2,366.71 360 1-Nov-25
4462289 SAN FRANCISCO CA 94110 SFD 7.875 7.000 $2,900.28 360 1-Oct-25
4462419 NEW FAIRFIELD CT 06810 SFD 7.875 7.000 $1,885.19 360 1-Oct-25
4462431 SCOTTSDALE AZ 85251 SFD 7.375 7.000 $2,884.26 360 1-Oct-25
4462709 FRAMINGHAM MA 01701 SFD 7.750 7.000 $1,697.90 360 1-Oct-25
4462710 MIAMI FL 33176 SFD 7.625 7.000 $2,038.45 360 1-Oct-25
4462733 CARY NC 27513 SFD 7.875 7.000 $2,452.91 360 1-Nov-25
4462736 HUNTINGTON BEACH CA 92649 SFD 7.250 7.000 $2,080.64 360 1-Oct-25
4463168 CHAPEL HILL NC 27514 SFD 8.000 7.000 $1,564.39 360 1-Nov-25
4463195 SAN RAMON CA 94583 SFD 7.750 7.000 $1,898.50 360 1-Oct-25
4463222 KENSINGTON CA 94708 SFD 7.750 7.000 $2,051.09 360 1-Nov-25
4463281 LOCKPORT IL 60441 SFD 7.375 7.000 $2,120.38 360 1-Oct-25
4463348 ALEXANDRIA VA 22302 SFD 8.625 7.000 $1,960.04 360 1-Sep-25
4463384 BERWYN PA 19312 SFD 7.500 7.000 $3,274.78 360 1-Oct-25
4463443 THE WOODLANDS TX 77381 SFD 8.000 7.000 $1,785.62 360 1-Oct-25
4463488 CORDOVA TN 38018 SFD 7.750 7.000 $1,662.08 360 1-Oct-25
4463553 JOHNSON CITY TN 37601 SFD 7.625 7.000 $1,627.93 360 1-Nov-25
4463560 SOUTHLAKE TX 76092 SFD 7.375 7.000 $1,853.78 360 1-Nov-25
4463596 DANVILLE CA 94506 SFD 8.250 7.000 $2,234.27 360 1-Oct-25
4463606 BRIDGEWATER NJ 08807 SFD 7.875 7.000 $1,776.43 360 1-Oct-25
4463719 NEWTOWN CT 06482 SFD 7.875 7.000 $2,030.20 360 1-Oct-25
4463841 SCOTTSDALE AZ 85254 SFD 8.125 7.000 $1,861.07 360 1-Oct-25
4463847 MIDLOTHIAN VA 23113 SFD 7.250 7.000 $1,449.63 360 1-Nov-25
4463866 SAN ANTONIO TX 78258 SFD 7.875 7.000 $1,990.32 360 1-Oct-25
4463911 MCKINNEY TX 75070 SFD 7.875 7.000 $1,781.50 360 1-Nov-25
4464003 WATCHUNG NJ 07060 SFD 7.625 7.000 $4,880.95 360 1-Nov-25
4464008 FORT LAUDERDALE FL 33326 SFD 7.500 7.000 $2,062.69 360 1-Oct-25
4464150 SAN CARLOS CA 94070 SFD 7.500 7.000 $3,328.27 360 1-Oct-25
4464158 SAN JOSE CA 95120 SFD 7.375 7.000 $2,248.84 360 1-Oct-25
4464165 YARDLEY PA 19067 SFD 7.750 7.000 $2,435.81 360 1-Dec-25
4464196 SUNNYVALE CA 94087 SFD 8.500 7.000 $2,145.27 360 1-Nov-25
4464254 RIDGEWOOD NJ 07450 SFD 8.000 7.000 $4,485.14 360 1-Oct-25
4464283 MEDWAY MA 02053 SFD 7.750 7.000 $1,568.23 360 1-Oct-25
4464310 WAYNE PA 19087 SFD 7.500 7.000 $3,391.20 360 1-Nov-25
4464372 ALEXANDRIA VA 22310 SFD 7.625 7.000 $1,823.28 360 1-Oct-25
4464398 LAFAYETTE CA 94549 SFD 7.875 7.000 $2,337.63 360 1-Oct-25
4464686 GLEN ALLEN VA 23060 SFD 7.875 7.000 $1,529.18 360 1-Oct-25
4464742 BASKING RIDGE NJ 07920 SFD 8.000 7.000 $1,994.38 360 1-Oct-25
4464763 SANTA ANA CA 92705 SFD 7.875 7.000 $3,175.81 360 1-Oct-25
4464786 CAVE CREEK AZ 85331 SFD 7.750 7.000 $2,149.24 360 1-Oct-25
4464798 MOON TOWNSHIP PA 15108 SFD 7.750 7.000 $2,158.56 360 1-Nov-25
4464818 WINNETKA IL 60093 SFD 7.500 7.000 $2,265.46 360 1-Oct-25
4464827 ACTON MA 01720 SFD 7.875 7.000 $1,595.16 360 1-Nov-25
<PAGE> 196
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- ------------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------------- ----- -------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4464933 CLAYTON MO 63105 SFD 7.500 7.000 $2,027.73 360 1-Oct-25
4464987 APPLE VALLEY MN 55124 SFD 8.125 7.000 $1,731.51 360 1-Oct-25
4465054 HIGHLANDS RANCH CO 80126 SFD 8.125 7.000 $1,945.35 360 1-Oct-25
4465089 INDIAN HILL OH 45243 SFD 7.750 7.000 $3,754.01 360 1-Oct-25
4465312 PLANO TX 75093 SFD 8.250 7.000 $1,751.21 360 1-Oct-25
4465459 GLENDALE CA 91206 SFD 7.750 7.000 $2,466.25 360 1-Nov-25
4465503 NEW MILFORD CT 06776 SFD 7.625 7.000 $1,663.32 360 1-Nov-25
4465510 MEQUON WI 53092 SFD 7.750 7.000 $1,647.75 360 1-Oct-25
4465543 NAPERVILLE IL 60565 SFD 7.625 7.000 $1,466.55 360 1-Oct-25
4465656 DALLAS TX 75225 SFD 7.375 7.000 $1,604.10 360 1-Oct-25
4465710 INDIANAPOLIS IN 46205 SFD 7.875 7.000 $1,566.15 360 1-Oct-25
4465758 PARKTON MD 21120 SFD 7.750 7.000 $1,540.29 360 1-Oct-25
4465764 CLAYTON CA 94517 SFD 7.750 7.000 $1,740.89 360 1-Oct-25
4465785 FORT LAUDERDALE FL 33332 SFD 7.875 7.000 $3,081.55 360 1-Oct-25
4465789 PLANO TX 75023 SFD 7.125 6.905 $2,358.02 360 1-Nov-25
4465792 NAPERVILLE IL 60564 SFD 7.625 7.000 $2,123.39 360 1-Nov-25
4465832 EVANSTON IL 60201 SFD 7.625 7.000 $4,246.77 360 1-Nov-25
4465859 CHARLOTTE NC 28210 SFD 7.875 7.000 $1,620.54 360 1-Oct-25
4465872 KINNELON NJ 07405 SFD 7.500 7.000 $1,957.81 360 1-Nov-25
4465925 HOUSTON TX 77077 SFD 7.625 7.000 $1,769.49 360 1-Oct-25
4465950 MENTOR OH 44060 SFD 7.875 7.000 $1,624.16 360 1-Oct-25
4465970 WILTON CT 06897 SFD 7.750 7.000 $4,885.94 360 1-Nov-25
4465981 ALPHARETTA GA 30201 SFD 7.625 7.000 $2,688.21 360 1-Nov-25
4465998 VICTOR NY 14564 SFD 7.500 7.000 $2,265.46 360 1-Nov-25
4466006 BELLE MEAD NJ 08502 SFD 7.500 7.000 $2,027.73 360 1-Oct-25
4466017 NEW FAIRFIELD CT 06812 SFD 8.000 7.000 $1,834.42 360 1-Oct-25
4466022 SCOTTSDALE AZ 85259 SFD 8.000 7.000 $1,737.56 360 1-Oct-25
4466083 TRUMBULL CT 06611 SFD 7.750 7.000 $1,804.65 360 1-Nov-25
4466171 GAHANNA OH 43230 SFD 7.500 7.000 $1,748.04 360 1-Oct-25
4466210 CHESTER TOWNSHIP NJ 07930 SFD 7.750 7.000 $1,934.32 360 1-Oct-25
4466262 CHESTERFIELD VA 23838 SFD 7.750 7.000 $1,831.15 360 1-Nov-25
4466265 PITTSTOWN NJ 08867 SFD 7.500 7.000 $1,748.04 360 1-Nov-25
4466288 WESTWINDSOR NJ 08648 SFD 7.750 7.000 $1,755.21 360 1-Nov-25
4466303 DOYLESTOWN PA 18901 SFD 7.750 7.000 $2,099.09 360 1-Oct-25
4466322 CLAYTON CA 94517 SFD 7.750 7.000 $1,828.29 360 1-Nov-25
4466363 GRAPEVINE TX 76051 SFD 8.375 7.000 $2,036.24 360 1-Oct-25
4466378 RANDOLPH NJ 07869 SFD 8.375 7.000 $2,859.27 240 1-Nov-15
4466449 HUNTERSVILLE NC 28078 SFD 7.750 7.000 $1,599.40 360 1-Nov-25
4466483 SCOTTSDALE AZ 85259 SFD 7.125 6.905 $2,991.32 360 1-Nov-25
4466563 ARCADIA CA 91006 SFD 8.000 7.000 $2,348.05 360 1-Nov-25
4466619 MISSION VIEJO CA 92691 SFD 8.000 7.000 $2,311.36 360 1-Oct-25
4466633 NORTHBROOK IL 60062 PUD 7.625 7.000 $1,537.33 360 1-Oct-25
4466641 FALLS CHURCH VA 22046 SFD 8.375 7.000 $1,841.28 360 1-Oct-25
4466792 CARY NC 27511 SFD 8.375 7.000 $1,983.03 360 1-Oct-25
4466799 NAPERVILLE IL 60564 SFD 7.750 7.000 $1,483.69 360 1-Nov-25
4466813 RAMONA CA 92065 SFD 8.125 7.000 $1,763.44 360 1-Dec-25
4466852 BASKING RIDGE NJ 07920 SFD 7.625 7.000 $2,123.39 360 1-Oct-25
4466888 MANHATTAN BEACH CA 90266 SFD 7.625 7.000 $3,538.97 360 1-Oct-25
4466917 FOUNTAIN VALLEY CA 92708 SFD 7.500 7.000 $2,013.74 360 1-Nov-25
4466927 HOUSTON TX 77041 SFD 7.375 7.000 $2,072.03 360 1-Oct-25
<PAGE> 197
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- ------------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------------- ----- -------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4466957 ALPHARETTA GA 30202 SFD 7.375 7.000 $3,471.34 360 1-Nov-25
4467004 CERES CA 95307 SFD 8.125 7.000 $1,856.25 360 1-Oct-25
4467055 BASKING RIDGE NJ 07920 SFD 8.000 7.000 $2,311.36 360 1-Oct-25
4467082 SCOTTSDALE AZ 85255 SFD 7.500 7.000 $2,338.18 360 1-Nov-25
4467152 CENTERVILLE OH 45459 SFD 7.750 7.000 $2,096.94 360 1-Oct-25
4467185 ANDOVER MA 01810 SFD 7.875 7.000 $1,772.80 360 1-Oct-25
4467188 WESTFIELD IN 46074 SFD 7.625 7.000 $1,545.83 360 1-Oct-25
4467290 PUTNAM VALLEY NY 10579 SFD 8.250 7.000 $2,332.69 360 1-Nov-25
4467469 CINCINNATI OH 45249 SFD 8.000 7.000 $2,106.64 360 1-Oct-25
4467496 HUNTINGTON CT 06484 LCO 8.125 7.000 $1,783.48 360 1-Nov-25
4467507 BERWYN PA 19312 SFD 7.500 7.000 $2,272.45 360 1-Oct-25
4467566 CARMEL IN 46033 SFD 7.125 6.905 $1,465.34 360 1-Oct-25
4467579 SAN JOSE CA 95120 SFD 7.125 6.905 $1,616.93 360 1-Oct-25
4467606 RANCHO CUCAMONGA CA 91701 SFD 8.500 7.000 $2,260.61 360 1-Nov-25
4467615 MALVERN PA 19355 SFD 7.750 7.000 $2,579.09 360 1-Oct-25
4467651 CHATTANOOGA TN 37421 SFD 7.375 7.000 $2,175.63 360 1-Nov-25
4467680 WINSTON-SALEM NC 27106 THS 7.750 7.000 $1,726.56 360 1-Nov-25
4467729 TONKA BAY MN 55331 SFD 7.625 7.000 $1,976.17 360 1-Nov-25
4467741 MADISON NJ 07940 SFD 7.875 7.000 $1,726.03 360 1-Nov-25
4467751 BOULDER CO 80303 SFD 7.625 7.000 $1,797.80 360 1-Nov-25
4467776 AUSTIN TX 78746 SFD 7.000 6.780 $3,134.91 360 1-Nov-25
4467789 EVERGREEN CO 80439 SFD 7.375 7.000 $2,762.71 360 1-Oct-25
4467806 DALLAS TX 75225 SFD 7.500 7.000 $3,747.79 360 1-Oct-25
4467824 HICKORY NC 28601 SFD 8.000 7.000 $1,783.05 360 1-Nov-25
4467835 HIGHLAND VILLAGE TX 75067 SFD 8.000 7.000 $1,906.33 360 1-Nov-25
4467894 LIBERTYVILLE IL 60048 SFD 8.000 7.000 $2,003.18 360 1-Oct-25
4467939 SAN JOSE CA 95129 SFD 8.500 7.000 $2,318.27 360 1-Sep-25
4467942 ROSWELL GA 30075 SFD 7.625 7.000 $2,123.39 360 1-Oct-25
4468006 ATLANTA GA 30327 SFD 7.750 7.000 $3,023.26 360 1-Oct-25
4468155 DOVE CANYON CA 92679 SFD 7.750 7.000 $1,907.81 360 1-Oct-25
4468174 TRACY CA 95376 SFD 8.000 7.000 $1,525.50 360 1-Nov-25
4468289 HUNTINGTON BEACH CA 92648 SFD 8.000 7.000 $1,761.04 360 1-Oct-25
4468297 WALNUT CREEK CA 94596 SFD 7.500 7.000 $2,796.86 360 1-Oct-25
4468327 SARASOTA FL 34238 SFD 7.375 7.000 $1,823.39 360 1-Oct-25
4468352 CANTON MI 48188 SFD 7.750 7.000 $1,662.08 360 1-Nov-25
4468406 GARDEN CITY NY 11530 SFD 7.500 7.000 $1,817.96 360 1-Oct-25
4468437 CHANHASSEN MN 55317 SFD 7.625 7.000 $2,010.14 360 1-Oct-25
4468444 LONGVIEW WA 98632 SFD 7.500 7.000 $1,957.81 360 1-Nov-25
4468459 RANDOLPH NJ 07869 SFD 7.750 7.000 $1,705.07 360 1-Oct-25
4468467 DALTON GA 30720 SFD 7.625 7.000 $1,681.72 360 1-Oct-25
4468531 RANDOLPH NJ 07869 SFD 7.625 7.000 $2,427.74 360 1-Dec-25
4468607 INDIANAPOLIS IN 46240 SFD 8.375 7.000 $2,280.22 360 1-Oct-25
4468652 MADISON WI 53716 SFD 7.375 7.000 $1,464.24 360 1-Oct-25
4468726 SUMTER SC 29150 SFD 7.750 7.000 $1,735.51 360 1-Nov-25
4468731 EUGENE OR 97408 SFD 8.000 7.000 $1,576.87 360 1-Oct-25
4468732 ALGONQUIN IL 60102 SFD 8.000 7.000 $1,769.11 360 1-Nov-25
4468739 HAMPSTEAD NH 03841 SFD 7.875 7.000 $1,689.42 360 1-Oct-25
4468753 WINSLOW ME 04901 SFD 8.000 7.000 $1,585.67 360 1-Oct-25
4468817 MOUTAIN VIEW CA 94040 SFD 7.500 7.000 $1,789.99 360 1-Oct-25
4468839 NORTHBROOK IL 60062 SFD 8.000 7.000 $2,348.05 360 1-Nov-25
<PAGE> 198
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- ------------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------------- ----- -------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4468863 LAGUNA NIGUEL CA 92677 SFD 7.250 7.000 $1,967.06 360 1-Nov-25
4468915 ARLINGTON HEIGHTS IL 60004 SFD 7.500 7.000 $1,608.20 360 1-Nov-25
4468921 ASHBURN VA 22011 SFD 8.250 7.000 $1,879.67 360 1-Nov-25
4469004 LAUREL MD 20723 SFD 7.875 7.000 $1,711.17 360 1-Oct-25
4469040 FORT COLLINS CO 80525 SFD 8.000 7.000 $1,742.70 360 1-Nov-25
4469049 HALF MOON BAY CA 94019 SFD 7.375 7.000 $2,016.78 360 1-Nov-25
4469075 CLIVE IA 50325 SFD 7.500 7.000 $1,675.32 360 1-Dec-25
4469167 EDGEWOOD KY 41017 SFD 8.375 7.000 $1,551.31 360 1-Oct-25
4469190 ALPHARETTA GA 30201 SFD 8.125 7.000 $1,643.89 360 1-Nov-25
4469205 EAST HILLS NY 11548 SFD 7.500 7.000 $3,115.01 360 1-Nov-25
4469224 WESTMINSTER CO 80234 SFD 7.625 7.000 $1,532.38 360 1-Dec-25
4469256 TRUMBULL CT 06611 SFD 7.875 7.000 $1,906.57 360 1-Oct-25
4469261 CINCINNATI OH 45244 SFD 7.875 7.000 $1,661.86 360 1-Oct-25
4469265 HIGHLANDS RANCH CO 80126 SFD 8.000 7.000 $1,551.18 360 1-Nov-25
4469294 READINGTON NJ 08870 SFD 7.250 7.000 $1,817.32 360 1-Dec-25
4469306 CARY NC 27513 SFD 7.375 7.000 $1,795.76 360 1-Nov-25
4469308 ALPHARETTA GA 30201 SFD 7.500 7.000 $2,096.95 360 1-Oct-25
4469331 LIBERTYVILLE IL 60048 SFD 7.250 7.000 $1,910.10 360 1-Nov-25
4469385 DUBLIN CA 94568 SFD 7.500 7.000 $1,670.43 360 1-Nov-25
4469457 MORRISTOWN NJ 07960 SFD 8.125 7.000 $2,227.50 360 1-Oct-25
4469466 ALAMO CA 94507 SFD 7.250 7.000 $2,592.27 360 1-Nov-25
4469471 MEDFIELD MA 02052 SFD 7.625 7.000 $1,489.20 360 1-Nov-25
4469476 FREMONT CA 94538 SFD 8.625 7.000 $3,073.05 360 1-Oct-25
4469535 PLANO TX 75093 SFD 7.875 7.000 $1,660.41 360 1-Nov-25
4469549 PRINCETON NJ 08540 SFD 7.375 7.000 $1,761.23 360 1-Nov-25
4469574 NORTH WALES PA 19454 SFD 7.625 7.000 $1,950.68 360 1-Nov-25
4469663 FRANKLIN MA 02038 SFD 7.625 7.000 $1,953.52 360 1-Dec-25
4469690 SUNNYVALE CA 94086 LCO 7.875 7.000 $1,798.18 360 1-Oct-25
4469701 VIENNA VA 22182 SFD 8.250 7.000 $2,170.41 360 1-Oct-25
4469712 NEWTOWN CT 06482 SFD 7.875 7.000 $1,885.19 360 1-Nov-25
4469869 LOS GATOS CA 95030 SFD 7.125 6.905 $1,653.31 360 1-Nov-25
4469896 COLORADO SPRINGS CO 80919 SFD 8.000 7.000 $2,164.61 360 1-Oct-25
4469908 NEW CANAAN CT 06840 SFD 6.875 6.655 $4,572.23 360 1-Oct-25
4469948 MYRTLE BEACH SC 29575 SFD 7.875 7.000 $1,942.47 360 1-Oct-25
4469966 MIDLOTHIAN VA 23112 SFD 7.875 7.000 $2,175.21 360 1-Nov-25
4469979 APEX NC 27502 SFD 7.750 7.000 $1,519.52 360 1-Nov-25
4469991 MORGAN HILL CA 95037 SFD 7.625 7.000 $1,760.64 360 1-Nov-25
4469995 MORRISTOWN NJ 07960 SFD 7.500 7.000 $1,538.28 360 1-Nov-25
4470317 CHARLOTTE NC 28226 SFD 7.375 7.000 $1,588.56 360 1-Oct-25
4470359 DECATUR GA 30033 SFD 7.375 7.000 $1,518.80 360 1-Nov-25
4470367 EVERGREEN CO 80439 SFD 8.625 7.000 $2,222.53 360 1-Sep-25
4470401 PLEASANTON CA 94566 SFD 7.875 7.000 $3,683.36 360 1-Oct-25
4470458 FREMONT CA 94536 SFD 7.875 7.000 $1,680.35 360 1-Dec-25
4470469 ROCKWALL TX 75087 SFD 8.125 7.000 $1,883.35 360 1-Oct-25
4470481 WALNUT CREEK CA 94596 SFD 7.625 7.000 $2,102.15 360 1-Oct-25
4470546 BLUE BELL PA 19422 SFD 7.500 7.000 $1,636.17 360 1-Nov-25
4470701 GURNEE IL 60031 SFD 7.625 7.000 $1,656.24 360 1-Nov-25
4470721 NATICK MA 01760 SFD 7.500 7.000 $1,549.46 360 1-Oct-25
4470769 GLENDALE CA 91207 SFD 8.375 7.000 $2,052.20 360 1-Oct-25
4470793 ALPHARETTA GA 30202 SFD 7.125 6.905 $2,137.71 360 1-Nov-25
<PAGE> 199
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- ------------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------------- ----- -------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4470914 NEWARK DE 19711 SFD 7.750 7.000 $1,517.72 360 1-Oct-25
4470920 LONG VALLEY NJ 07853 SFD 7.500 7.000 $1,840.34 360 1-Nov-25
4470922 NORTH BRUNSWICK NJ 08902 SFD 7.875 7.000 $1,722.77 360 1-Nov-25
4471008 ALPHARETTA GA 30202 SFD 7.750 7.000 $1,898.50 360 1-Nov-25
4471015 OVERLAND PARK KS 66213 SFD 7.500 7.000 $1,643.16 360 1-Nov-25
4471117 RIVERDALE NY 10471 SFD 7.250 7.000 $1,910.10 360 1-Dec-25
4471152 RANDOLPH NJ 07869 SFD 7.375 7.000 $1,768.13 360 1-Oct-25
4471227 CARY NC 27511 SFD 8.250 7.000 $2,105.43 360 1-Nov-25
4471333 ALPHARETTA GA 30201 SFD 7.750 7.000 $1,921.42 360 1-Nov-25
4471341 DANVILLE CA 94506 SFD 7.500 7.000 $2,153.59 360 1-Nov-25
4471403 WEST WINDSOR NJ 08648 SFD 7.750 7.000 $1,687.87 360 1-Oct-25
4471425 NORTH ANDOVER MA 01845 SFD 7.375 7.000 $1,899.36 360 1-Dec-25
4471540 FEDERAL WAY WA 98023 SFD 7.750 7.000 $1,662.08 360 1-Dec-25
4471543 BOULDER CO 80302 SFD 7.625 7.000 $2,831.18 360 1-Nov-25
4471563 ROSWELL GA 30075 SFD 7.750 7.000 $1,643.45 360 1-Nov-25
4471580 VIENNA VA 22182 SFD 7.375 7.000 $1,554.02 360 1-Nov-25
4471587 LOS ALTOS CA 94022 SFD 8.000 7.000 $2,245.32 360 1-Nov-25
4471637 FAIRFIELD CT 06430 SFD 7.500 7.000 $2,489.21 360 1-Dec-25
4471641 HUNTINGTON BEACH CA 92649 SFD 7.875 7.000 $1,740.17 360 1-Nov-25
4471658 ALEXANDRIA VA 22314 SFD 7.000 6.780 $2,095.71 360 1-Nov-25
4471706 ORANGE CA 92667 SFD 7.125 6.905 $1,956.48 360 1-Nov-25
4471724 CHICAGO IL 60614 THS 7.375 7.000 $1,878.64 360 1-Nov-25
4471757 KILDEER IL 60047 SFD 7.500 7.000 $1,905.71 360 1-Dec-25
4471788 MORGAN HILL CA 95037 SFD 7.625 7.000 $1,592.54 360 1-Nov-25
4471951 MORGAN HILL CA 95037 SFD 7.375 7.000 $1,739.82 360 1-Nov-25
4471959 RALEIGH NC 27613 SFD 7.750 7.000 $1,546.74 360 1-Nov-25
4472019 LAKE FOREST CA 92630 SFD 8.000 7.000 $1,882.11 360 1-Oct-25
4472097 NORTH BEND WA 98045 SFD 7.625 7.000 $1,873.54 360 1-Dec-25
4472101 CHANHASSEN MN 55317 SFD 7.375 7.000 $1,963.94 360 1-Dec-25
4472212 SAN RAMON CA 94583 SFD 7.375 7.000 $1,867.59 360 1-Nov-25
4472217 CINCINNATI OH 45255 SFD 7.750 7.000 $1,862.68 360 1-Nov-25
4472329 WILDWOOD MO 63005 SFD 7.375 7.000 $2,411.84 360 1-Nov-25
4472363 PARSIPPANY NJ 07054 SFD 7.375 7.000 $1,588.56 360 1-Nov-25
4472385 KNOXVILLE TN 37919 SFD 7.625 7.000 $1,475.40 360 1-Dec-25
4472449 IRVINE CA 92714 SFD 7.375 7.000 $1,864.83 360 1-Nov-25
4472491 ATLANTA GA 30306 SFD 7.125 6.905 $2,344.55 360 1-Nov-25
4472510 MONROE CT 06468 SFD 8.000 7.000 $1,617.96 360 1-Nov-25
4472552 OWASSO OK 74055 SFD 7.875 7.000 $1,928.69 360 1-Nov-25
4472582 BURNSVILLE MN 55337 SFD 8.500 7.000 $1,833.86 360 1-Nov-25
4472602 CHICAGO IL 60605 THS 8.000 7.000 $1,547.51 360 1-Nov-25
4472753 BATON ROUGE LA 70810 SFD 8.000 7.000 $1,882.11 360 1-Oct-25
4472805 NEWTOWN PA 18940 SFD 7.500 7.000 $1,490.03 360 1-Nov-25
4472808 GENEVA IL 60134 SFD 7.250 7.000 $1,691.80 360 1-Nov-25
4472865 WILMINGTON NC 28409 SFD 7.125 6.905 $1,775.25 360 1-Nov-25
4472904 CONCORD CA 94521 SFD 7.500 7.000 $1,722.87 360 1-Nov-25
4472939 FOLSOM CA 95630 SFD 7.625 7.000 $1,586.88 360 1-Oct-25
4473080 TRUMBULL CT 06612 SFD 7.875 7.000 $1,540.78 360 1-Nov-25
4473118 BROOKFIELD WI 53045 SFD 7.125 6.905 $1,975.84 240 1-Nov-15
4473198 LA CRESCENT MN 55947 SFD 7.125 6.905 $1,448.50 360 1-Nov-25
4473235 ARGYLE TX 76226 SFD 7.375 7.000 $1,729.46 360 1-Nov-25
<PAGE> 200
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- ------------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------------- ----- -------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4473236 KILDEER IL 60047 SFD 7.375 7.000 $2,594.18 360 1-Nov-25
4473243 BASKING RIDGE NJ 07920 SFD 7.375 7.000 $2,141.10 360 1-Nov-25
4473253 FLEMINGTON NJ 08822 SFD 8.125 7.000 $1,572.99 360 1-Dec-25
4473265 SAN JOSE CA 95117 SFD 7.250 7.000 $1,964.67 360 1-Nov-25
4473332 SOUTHLAKE TX 76092 SFD 7.125 6.905 $1,731.46 360 1-Oct-25
4473368 CARMEL IN 46032 SFD 7.125 6.905 $2,991.32 360 1-Nov-25
4473398 SEAFORD DE 19973 SFD 7.125 6.905 $1,448.50 360 1-Nov-25
4473399 SAN RAMON CA 94583 SFD 7.750 7.000 $3,117.83 360 1-Nov-25
4473436 SUDBURY MA 01776 SFD 8.250 7.000 $1,741.44 360 1-Nov-25
4473472 SAN FRANCISCO CA 94132 SFD 7.375 7.000 $2,099.66 360 1-Nov-25
4473526 CARROLLTON KY 41008 SFD 7.375 7.000 $1,509.82 360 1-Nov-25
4473540 PIERMONT NY 10968 SFD 7.875 7.000 $1,918.54 360 1-Dec-25
4473658 CARY NC 27511 SFD 7.250 7.000 $1,860.98 360 1-Nov-25
4473669 SAN RAMON CA 94583 SFD 7.625 7.000 $2,328.29 360 1-Nov-25
4473719 MIDLAND MI 48640 SFD 7.125 6.905 $1,616.93 360 1-Dec-25
4473727 FLANDERS NJ 07836 SFD 8.000 7.000 $1,568.43 360 1-Nov-25
4473733 SANDY HOOK CT 06482 SFD 7.500 7.000 $2,111.28 360 1-Nov-25
4473763 BLOOMFIELD HILLS MI 48304 SFD 7.375 7.000 $1,591.32 360 1-Dec-25
4473818 RALEIGH NC 27613 SFD 7.750 7.000 $1,748.05 360 1-Nov-25
4473820 PLEASANTON CA 94588 SFD 7.625 7.000 $1,896.89 360 1-Nov-25
4473873 CRYSTAL LAKE IL 60014 SFD 8.250 7.000 $1,748.58 360 1-Nov-25
4474002 LANDENBERG PA 19350 SFD 7.250 7.000 $1,947.62 360 1-Nov-25
4474058 TRUMBULL CT 06611 SFD 8.000 7.000 $2,192.49 360 1-Nov-25
4474116 CONVENT STATION NJ 07961 SFD 7.750 7.000 $2,579.09 360 1-Nov-25
4474216 SAN JOSE CA 95120 SFD 7.625 7.000 $2,831.18 360 1-Nov-25
4474295 CANTON MI 48188 SFD 7.250 7.000 $1,475.21 360 1-Dec-25
4474345 UPPER SADDLE RIVER NJ 07458 SFD 7.875 7.000 $2,813.27 360 1-Nov-25
4474361 MADISON CT 06443 SFD 7.625 7.000 $1,684.55 360 1-Oct-25
4474398 SOUTHBURY CT 06488 SFD 8.000 7.000 $1,677.39 360 1-Nov-25
4474429 HOLLY SPRINGS NC 27540 SFD 7.000 6.780 $1,500.93 360 1-Nov-25
4474432 ISSAQUAH WA 98027 SFD 7.500 7.000 $1,611.00 360 1-Nov-25
4474480 PLEASANTON CA 94566 SFD 7.375 7.000 $2,569.32 360 1-Nov-25
4474489 NEWARK DE 19711 SFD 7.125 6.905 $1,603.46 360 1-Nov-25
4474490 RADNOR PA 19087 SFD 7.375 7.000 $2,520.97 360 1-Nov-25
4474505 PLANO TX 75093 SFD 7.875 7.000 $2,372.43 360 1-Nov-25
4474531 PRINCETON NJ 08540 SFD 7.375 7.000 $3,004.44 360 1-Dec-25
4474542 COPPELL TX 75019 SFD 7.000 6.780 $1,729.79 360 1-Nov-25
4474590 SIMSBURY CT 06070 SFD 7.125 6.905 $2,209.80 360 1-Dec-25
4474617 RICHARDSON TX 75082 SFD 7.875 7.000 $1,724.22 360 1-Dec-25
4474718 HALF MOON BAY CA 94019 SFD 7.375 7.000 $2,127.28 360 1-Nov-25
4474812 LOVELAND OH 45140 SFD 7.125 6.905 $1,515.87 360 1-Nov-25
4474918 DANVILLE CA 94526 SFD 8.000 7.000 $2,054.55 360 1-Oct-25
4474945 PLEASANT HILL CA 94523 SFD 7.750 7.000 $1,676.41 360 1-Nov-25
4474964 KENILWORTH IL 60043 SFD 7.250 7.000 $3,751.97 360 1-Nov-25
4475001 TENAFLY NJ 07670 SFD 8.250 7.000 $2,969.39 360 1-Nov-25
4475033 WILDWOOD MO 63011 SFD 7.625 7.000 $1,642.09 360 1-Dec-25
4475038 BELLE MEAD NJ 08502 SFD 7.250 7.000 $2,292.12 360 1-Dec-25
4475045 CARY NC 27511 SFD 7.750 7.000 $1,755.21 360 1-Nov-25
4475157 FOOTHILL RANCH CA 92610 SFD 8.375 7.000 $1,999.38 360 1-Nov-25
4475178 DALLAS TX 75287 SFD 7.250 7.000 $1,391.99 360 1-Nov-25
<PAGE> 201
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- ------------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------------- ----- -------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4475251 MISSION VIEJO CA 92692 PUD 7.625 7.000 $2,039.51 360 1-Nov-25
4475298 SOUTHLAKE TX 76092 SFD 8.000 7.000 $2,553.51 360 1-Nov-25
4475304 YUCAIPA CA 92399 SFD 8.125 7.000 $2,923.59 360 1-Nov-25
4475342 KINNELON NJ 07405 SFD 7.500 7.000 $2,768.89 360 1-Dec-25
4475375 ALLEN TX 75013 SFD 7.625 7.000 $2,222.48 360 1-Nov-25
4475418 PLEASANTON CA 94566 SFD 7.750 7.000 $1,844.77 360 1-Nov-25
4475436 RICHARDSON TX 75082 SFD 7.250 7.000 $1,440.76 360 1-Nov-25
4475476 FOOTHILL RANCH CA 92610 SFD 7.375 7.000 $1,560.93 360 1-Nov-25
4475589 MARTINSVILLE NJ 08836 SFD 7.250 7.000 $1,422.34 360 1-Dec-25
4475641 MISSION VIEJO CA 92692 SFD 7.500 7.000 $1,614.84 360 1-Nov-25
4475758 PLANO TX 75023 SFD 8.000 7.000 $2,623.95 360 1-Nov-25
4475842 WALNUT CREEK CA 94595 SFD 7.250 7.000 $2,251.19 360 1-Nov-25
4475949 CHESTERFIELD MO 63017 SFD 7.750 7.000 $1,690.74 360 1-Dec-25
4475950 TOPSFIELD MA 01983 SFD 7.250 7.000 $2,046.53 360 1-Dec-25
4476018 LOS GATOS CA 95030 SFD 7.625 7.000 $2,310.24 360 1-Nov-25
4476023 PRINCETON NJ 08540 THS 7.375 7.000 $1,920.08 360 1-Nov-25
4476090 LOS GATOS CA 95030 SFD 7.375 7.000 $4,061.17 360 1-Dec-25
4476091 LITTLETON CO 80127 SFD 8.000 7.000 $2,218.91 360 1-Nov-25
4476168 THE WOODLANDS TX 77381 SFD 7.875 7.000 $2,218.72 360 1-Nov-25
4476307 EMMAUS PA 18049 SFD 8.125 7.000 $1,749.33 360 1-Nov-25
4476367 SAN JOSE CA 95125 SFD 7.250 7.000 $1,582.65 360 1-Nov-25
4476459 SIMI VALLEY CA 93062 SFD 8.000 7.000 $1,794.79 360 1-Nov-25
4476477 MONTVALE NJ 07645 SFD 7.500 7.000 $1,852.92 360 1-Dec-25
4476491 SAN JOSE CA 95135 SFD 7.750 7.000 $2,475.93 360 1-Nov-25
4476494 OVERLAND PARK KS 66213 SFD 7.500 7.000 $1,541.42 360 1-Nov-25
4476511 HOUSTON TX 77069 SFD 7.625 7.000 $3,097.31 360 1-Nov-25
4476634 COPPELL TX 75019 SFD 7.875 7.000 $2,152.37 360 1-Oct-25
4477080 PARK CITY UT 84060 SFD 7.875 7.000 $1,903.31 360 1-Dec-25
4477113 O'FALLON IL 62269 SFD 7.500 7.000 $1,873.90 360 1-Nov-25
4477155 PLEASANT HILL CA 94523 SFD 7.750 7.000 $1,902.08 360 1-Dec-25
4477215 BOXFORD MA 01921 SFD 7.500 7.000 $2,286.44 360 1-Dec-25
4477244 NORTH ANDOVER MA 01845 SFD 7.500 7.000 $2,403.55 360 1-Dec-25
4477318 SMITHTOWN NY 11787 SFD 8.250 7.000 $1,791.78 360 1-Nov-25
4477727 CHARLOTTE NC 28277 SFD 8.000 7.000 $2,509.48 360 1-Nov-25
4477772 YORBA LINDA CA 92687 SFD 8.000 7.000 $1,766.54 360 1-Dec-25
4477808 TINLEY PARK IL 60477 SFD 7.500 7.000 $1,538.28 360 1-Nov-25
4477962 HALF MOON BAY CA 94019 THS 7.250 7.000 $1,500.79 360 1-Nov-25
4477993 NEW FAIRFIELD CT 06812 SFD 7.000 6.780 $1,908.09 360 1-Dec-25
4478083 MANASSAS VA 22111 SFD 7.750 7.000 $1,520.95 360 1-Nov-25
4478114 DANBURY CT 06811 SFD 7.875 7.000 $1,853.28 360 1-Dec-25
4478124 GAINESVILLE FL 32608 SFD 7.750 7.000 $1,506.26 360 1-Dec-25
4478209 LITTLETON CO 80120 SFD 7.875 7.000 $1,941.38 360 1-Nov-25
4478238 ST CHARLES IL 60175 SFD 7.250 7.000 $1,698.62 360 1-Dec-25
4478344 NEWARK DE 19711 SFD 7.250 7.000 $1,500.79 360 1-Dec-25
4478500 BENICIA CA 94510 SFD 7.500 7.000 $1,459.96 360 1-Dec-25
4478596 SCOTTSDALE AZ 85254 SFD 7.625 7.000 $1,769.49 360 1-Dec-25
4478694 HIGHLANDS RANCH CO 80126 SFD 7.750 7.000 $1,624.83 360 1-Dec-25
4478708 SAN CARLOS CA 94071 SFD 7.250 7.000 $2,813.98 360 1-Nov-25
4478723 LOUISVILLE KY 40241 SFD 7.750 7.000 $1,515.22 360 1-Dec-25
4478732 DOVE CANYON CA 92679 PUD 7.875 7.000 $2,133.88 360 1-Dec-25
<PAGE> 202
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- ------------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------------- ----- -------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4478770 SAN JUAN CAPISTRANO CA 92679 SFD 7.750 7.000 $1,590.44 360 1-Dec-25
4478872 MACON GA 31210 SFD 7.750 7.000 $1,991.63 360 1-Dec-25
4478902 RIDGEWOOD NJ 07450 SFD 7.000 6.780 $2,661.21 360 1-Dec-25
4479251 PROSPECT KY 40059 SFD 7.625 7.000 $2,109.23 360 1-Dec-25
4479354 ATLANTA GA 30328 SFD 8.125 7.000 $1,814.30 360 1-Nov-25
4479427 WEST CHESTER PA 19382 SFD 7.375 7.000 $1,958.07 360 1-Dec-25
4479547 MILL VALLEY CA 94941 SFD 7.125 6.905 $1,845.99 360 1-Nov-25
4479636 SOUTHBURY CT 06488 SFD 7.375 7.000 $1,817.86 360 1-Dec-25
4479727 BERKELEY CA 94703 SFD 8.125 7.000 $1,670.62 360 1-Nov-25
4479867 LOS ALTOS CA 94022 SFD 7.750 7.000 $2,922.97 360 1-Dec-25
4480084 PLYMOUTH MN 55442 SFD 7.875 7.000 $1,580.66 360 1-Nov-25
4480093 RIDGEFIELD CT 06877 SFD 7.375 7.000 $2,348.30 360 1-Dec-25
4480101 BROWNSBURG IN 46112 SFD 7.875 7.000 $1,840.23 360 1-Dec-25
4480301 DANVILLE CA 94506 SFD 7.875 7.000 $2,656.66 360 1-Dec-25
4480414 PLEASANTON CA 94566 SFD 6.875 6.655 $2,789.98 360 1-Dec-25
4480638 CINCINNATI OH 45249 SFD 7.375 7.000 $1,536.07 360 1-Dec-25
4480758 DUNWOODY GA 30338 SFD 7.500 7.000 $1,592.12 360 1-Dec-25
4481314 CHATTANOOGA TN 37421 SFD 7.375 7.000 $1,491.86 360 1-Dec-25
4481377 ALPHARETTA GA 30202 SFD 7.500 7.000 $1,677.42 360 1-Dec-25
4481388 SAN CARLOS CA 94070 SFD 8.625 7.000 $3,683.62 360 1-Dec-25
4481604 LAKE MOHAWK NJ 07871 SFD 8.000 7.000 $1,626.03 360 1-Nov-25
4481721 DANVILLE CA 94526 PUD 8.375 7.000 $0.00 360 1-Nov-25
4481976 LOUISVILLE KY 40241 SFD 7.375 7.000 $1,652.10 360 1-Dec-25
4482524 PITTSFORD NY 14534 SFD 7.375 7.000 $1,616.18 360 1-Dec-25
4482804 EDEN PRAIRIE MN 55347 SFD 7.500 7.000 $2,041.71 360 1-Dec-25
4485580 MORRISTOWN NJ 07960 SFD 7.250 7.000 $1,637.23 360 1-Jan-26
4486530 GLEN ELLYN IL 60137 SFD 7.000 6.780 $1,683.22 360 1-Jan-26
4487082 RIDGEFIELD CT 06877 SFD 7.500 7.000 $2,866.78 360 1-Dec-25
9021479 WESTERVILLE OH 43081 SFD 8.750 7.000 $354.02 360 1-May-17
9049286 MARIETTA GA 30067 LCO 8.500 7.000 $414.45 360 1-Sep-18
9126800 CARMEL NY 10512 SFD 7.755 7.000 $1,994.37 360 1-Jun-21
9132920 BROOKFIELD CT 06804 SFD 9.500 7.000 $1,875.11 360 1-Jul-21
<PAGE> 203
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- -------------- ------ --------- ---------- -------- ---------------------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
- ---------- -------------- ------ --------- ---------- -------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
3026509 $154,345.23 41.03 0.200 0.0200 1.2800
3032886 $234,044.48 94.90 0.200 0.0200 1.4050
3090790 $62,215.88 35.67 0.200 0.0200 1.0300
3155152 $220,888.94 95.00 GD 3YR 0.200 0.0200 0.5300
3163116 $205,848.45 95.00 GD 3YR 0.200 0.0200 0.5300
3176467 $87,342.98 89.99 0.200 0.0200 0.0000
3200698 $208,084.58 94.99 GD 3YR 0.200 0.0200 0.7800
3212126 $287,221.83 95.00 0.200 0.0200 0.4050
3226636 $271,348.14 94.99 GD 5YR 0.200 0.0200 1.4050
3227384 $227,077.69 94.57 0.200 0.0200 1.0300
3236609 $248,261.57 94.99 0.200 0.0200 1.1550
3237936 $216,001.05 94.98 0.200 0.0200 0.6550
3248004 $207,149.62 94.99 0.200 0.0200 0.7800
3249790 $250,877.96 78.14 0.200 0.0200 0.0000
3262263 $219,408.42 94.97 GD 2YR 0.200 0.0200 0.6550
3273599 $227,069.49 95.00 0.200 0.0200 0.2800
3284005 $208,791.63 94.98 0.200 0.0200 0.4050
3292147 $265,919.16 95.00 0.200 0.0200 0.5300
3301193 $268,396.95 95.00 0.200 0.0200 0.0000
3303157 $245,088.14 95.00 GD 1YR 0.200 0.0200 0.2800
3303879 $237,072.92 95.00 0.200 0.0200 0.4050
3334284 $259,191.35 95.00 0.200 0.0200 0.4050
3340417 $373,211.96 90.00 0.200 0.0200 0.0000
3344455 $271,857.18 92.69 0.200 0.0200 0.0300
3344795 $222,591.34 95.00 0.200 0.0200 0.0300
3345774 $227,805.24 95.00 0.200 0.0200 0.4050
3352235 $244,354.96 95.00 GD 3YR 0.200 0.0200 0.0000
3361512 $273,284.50 95.00 0.200 0.0200 0.0000
3375008 $272,887.66 95.00 0.200 0.0200 0.0000
3379848 $258,086.76 94.99 0.200 0.0200 0.0000
3381677 $260,372.44 95.00 0.200 0.0200 0.0300
3392515 $222,890.15 95.00 0.200 0.0200 0.0000
3408046 $201,845.04 95.00 0.200 0.0200 0.2800
3418752 $244,482.19 95.00 0.200 0.0200 0.0000
3423760 $278,432.88 95.00 0.200 0.0200 0.0000
3430317 $232,616.33 95.00 GD 3YR 0.200 0.0200 0.0000
3440973 $213,805.71 95.00 0.200 0.0200 0.0000
3473485 $234,087.30 95.00 0.200 0.0200 0.0300
3477796 $149,802.56 89.29 GD 4YR 0.200 0.0200 0.0000
3479034 $226,660.46 90.00 0.200 0.0200 0.6550
3481053 $208,985.52 95.00 FG 5YR 0.200 0.0200 0.1550
3484592 $256,553.26 94.98 0.200 0.0200 0.0300
3486391 $269,528.60 94.99 GD 5YR 0.200 0.0200 0.0000
3504826 $96,465.58 78.40 0.200 0.0200 0.0300
3512104 $243,557.85 64.27 0.200 0.0200 1.2800
3530062 $223,433.29 94.83 GD 2YR 0.200 0.0200 1.4050
3532761 $315,478.26 56.52 0.200 0.0200 0.6550
3539786 $234,317.69 79.99 0.200 0.0200 0.5300
3544585 $223,270.64 79.99 GD 3YR 0.200 0.0200 1.1550
3544854 $109,461.46 94.98 0.200 0.0200 0.7800
<PAGE> 204
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- -------------- ------ --------- ---------- -------- ---------------------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------------- ------ --------- ---------- -------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
3546548 $282,314.57 85.32 0.200 0.0200 0.6550
3556323 $214,386.95 90.00 0.200 0.0200 1.6550
3560270 $299,539.08 73.49 GD 3YR 0.200 0.0200 1.4050
3560683 $75,016.71 94.97 0.200 0.0200 1.6550
3562590 $531,815.54 90.00 GD 5YR 33 0.200 0.0200 2.6550
3563955 $220,850.44 53.70 0.200 0.0200 1.9050
3566266 $237,442.89 80.00 0.200 0.0200 0.5300
3567040 $249,709.77 75.76 0.200 0.0200 0.1550
3567204 $462,960.45 80.00 0.200 0.0200 0.2800
3569103 $219,672.42 65.16 0.200 0.0200 0.2800
3571354 $296,747.60 45.34 GD 4YR 0.200 0.0200 0.4050
3572616 $329,985.90 82.56 0.200 0.0200 0.0000
3574959 $239,660.13 89.55 GD 3YR 0.200 0.0200 0.5300
3575446 $414,680.21 74.11 0.200 0.0200 0.5300
3575638 $249,425.79 76.95 0.200 0.0200 0.1550
3576130 $244,653.04 88.16 0.200 0.0200 0.5300
3577006 $448,087.63 90.00 33 0.200 0.0200 0.4050
3577268 $257,490.23 86.55 0.200 0.0200 0.9050
3579519 $448,617.65 90.00 GD 5YR 33 0.200 0.0200 0.1550
3579699 $224,833.01 79.79 0.200 0.0200 0.2800
3580829 $292,665.30 89.89 0.200 0.0200 0.9050
3582225 $233,238.26 93.97 GD 3YR 0.200 0.0200 0.9050
3582277 $279,572.55 63.26 GD 3YR 0.200 0.0200 0.1550
3582554 $299,542.04 81.08 0.200 0.0200 0.1550
3583958 $267,610.82 79.76 0.200 0.0200 0.4050
3584238 $289,412.34 85.29 0.200 0.0200 0.7800
3584594 $239,812.77 79.16 0.200 0.0200 0.0300
3584898 $267,072.84 68.35 0.200 0.0200 0.4050
3585243 $275,537.82 88.50 0.200 0.0200 0.9050
3585301 $273,737.77 76.22 0.200 0.0200 0.0000
3585888 $207,403.51 89.85 GD 5YR 0.200 0.0200 0.5300
3586111 $221,286.19 80.00 0.200 0.0200 0.5300
3586284 $277,956.38 87.82 0.200 0.0200 0.5300
3587674 $219,647.08 79.71 0.200 0.0200 0.0000
3587919 $256,338.61 89.99 GD 2YR 0.200 0.0200 0.4050
3588407 $297,315.52 76.61 0.200 0.0200 0.1550
3588532 $299,530.53 70.37 GD 3YR 0.200 0.0200 0.0300
3588543 $249,467.20 52.34 0.200 0.0200 0.5300
3588998 $502,870.82 80.00 GD 3YR 0.200 0.0200 0.2800
3589747 $212,561.33 79.97 0.200 0.0200 0.0300
3590533 $252,601.63 80.00 0.200 0.0200 0.6550
3590627 $283,379.40 80.00 0.200 0.0200 0.4050
3590640 $278,315.14 80.00 0.200 0.0200 0.6550
3591175 $348,160.36 79.95 0.200 0.0200 0.1550
3591234 $364,119.11 71.91 GD 3YR 0.200 0.0200 0.0000
3591757 $245,960.31 61.58 0.200 0.0200 0.1550
3591774 $648,507.06 74.71 0.200 0.0200 0.1550
3591980 $231,343.37 79.85 0.200 0.0200 0.4050
3592427 $239,412.40 80.00 0.200 0.0200 0.2800
3592647 $270,840.47 90.00 0.200 0.0200 1.1550
<PAGE> 205
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- -------------- ------ --------- ---------- -------- ---------------------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------------- ------ --------- ---------- -------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
3592681 $279,418.10 77.56 0.200 0.0200 0.6550
3592825 $348,416.88 77.78 0.200 0.0200 0.2800
3592891 $219,465.51 94.38 0.200 0.0200 0.9050
3593895 $244,625.99 72.82 0.200 0.0200 0.1550
3594044 $248,610.34 68.03 0.200 0.0200 0.0300
3595080 $265,653.49 79.99 0.200 0.0200 0.2800
3595323 $233,462.54 80.00 0.200 0.0200 0.1550
3595521 $219,664.15 68.99 0.200 0.0200 0.1550
3595528 $217,957.81 74.66 0.200 0.0200 0.1550
3595693 $263,831.65 78.76 0.200 0.0200 1.0300
3596022 $209,493.20 75.27 0.200 0.0200 0.0000
3596098 $235,116.55 84.67 0.200 0.0200 0.5300
3596564 $213,904.21 85.04 0.200 0.0200 0.6550
3596584 $299,564.34 78.95 0.200 0.0200 0.4050
3597177 $267,334.55 79.99 0.200 0.0200 0.1550
3598229 $219,846.31 95.00 0.200 0.0200 1.1550
3598616 $246,460.24 95.00 0.200 0.0200 0.4050
3599154 $345,430.64 78.71 0.200 0.0200 0.6550
3599284 $277,734.93 90.00 0.200 0.0200 0.9050
3599294 $334,286.06 75.28 GD 2YR 0.200 0.0200 0.5300
3599448 $267,590.89 80.00 0.200 0.0200 0.1550
3599900 $324,478.65 72.98 0.200 0.0200 0.0000
3599927 $265,436.18 80.00 0.200 0.0200 0.0000
3601037 $349,215.84 74.33 0.200 0.0200 0.2800
3601064 $260,521.12 90.00 GD 3YR 0.200 0.0200 0.4050
3601664 $255,966.93 90.00 GD 3YR 0.200 0.0200 0.6550
3601775 $296,317.83 74.81 0.200 0.0200 0.1550
3601946 $259,781.56 72.22 0.200 0.0200 0.0000
3602176 $256,036.89 95.00 GD 3YR 0.200 0.0200 0.5300
4447496 $259,431.84 73.86 GD 3YR 0.200 0.0200 0.4050
4447907 $249,396.66 75.76 0.200 0.0200 0.0000
4448536 $233,234.42 79.97 0.200 0.0200 0.0300
4449029 $280,193.18 90.00 0.200 0.0200 0.2800
4449365 $281,149.51 80.00 0.200 0.0200 0.2800
4449452 $267,920.04 89.99 0.200 0.0200 0.5300
4449591 $349,215.84 53.63 0.200 0.0200 0.2800
4449665 $270,445.30 95.00 0.200 0.0200 1.6550
4449891 $217,822.20 70.85 0.200 0.0200 0.2800
4449915 $219,411.59 94.98 GD 2YR 0.200 0.0200 0.9050
4449974 $299,530.53 68.18 0.200 0.0200 0.0300
4450140 $222,581.01 95.00 0.200 0.0200 0.2800
4450479 $219,121.09 73.33 0.200 0.0200 0.1550
4450880 $240,762.68 80.00 0.200 0.0200 0.1550
4450918 $390,345.17 80.00 0.200 0.0200 0.4050
4451128 $229,509.85 79.86 0.200 0.0200 0.5300
4451193 $219,337.10 80.00 0.200 0.0200 0.2800
4451202 $323,992.12 89.99 0.200 0.0200 0.7800
4451421 $221,534.40 79.00 GD 5YR 0.200 0.0200 0.0000
4451511 $236,500.93 80.00 0.200 0.0200 0.2800
4451919 $299,553.31 64.52 0.200 0.0200 0.2800
<PAGE> 206
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- -------------- ------ --------- ---------- -------- ---------------------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------------- ------ --------- ---------- -------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
4451923 $299,327.87 59.04 0.200 0.0200 0.2800
4452080 $363,751.58 79.99 0.200 0.0200 0.0000
4452178 $278,633.14 90.88 0.200 0.0200 0.9050
4452298 $242,503.72 87.41 0.200 0.0200 0.9050
4452595 $264,624.71 75.28 0.200 0.0200 0.5300
4452597 $245,071.86 80.00 0.200 0.0200 0.5300
4453116 $345,000.00 65.09 GD 4YR 0.200 0.0200 0.0300
4453153 $522,854.98 80.00 0.200 0.0200 0.4050
4453268 $354,970.69 90.00 0.200 0.0200 0.2800
4453712 $215,390.47 90.00 0.200 0.0200 0.6550
4453788 $227,514.11 95.00 0.200 0.0200 0.5300
4453882 $219,542.79 77.19 0.200 0.0200 0.6550
4454118 $377,333.81 90.00 0.200 0.0200 0.7800
4454152 $238,236.85 91.75 0.200 0.0200 0.9050
4454190 $285,411.32 70.52 0.200 0.0200 0.1550
4454239 $299,376.55 47.62 GD 3YR 0.200 0.0200 0.6550
4454418 $234,809.42 90.00 0.200 0.0200 0.1550
4454616 $252,400.96 83.97 0.200 0.0200 0.6550
4454623 $209,702.60 89.36 0.200 0.0200 0.5300
4454695 $295,468.97 90.00 GD 6YR 0.200 0.0200 0.5300
4454866 $386,423.76 90.00 GD 3YR 0.200 0.0200 0.2800
4455193 $438,864.55 85.00 GD 5YR 33 0.200 0.0200 0.2800
4455324 $263,344.94 90.00 0.200 0.0200 0.7800
4455377 $249,598.97 57.47 0.200 0.0200 0.0000
4455515 $255,805.20 76.99 0.200 0.0200 0.1550
4455573 $211,981.34 94.67 0.200 0.0200 0.5300
4455625 $270,495.62 80.00 0.200 0.0200 0.0000
4455782 $219,442.32 80.00 0.200 0.0200 0.0000
4455898 $229,484.69 86.47 0.200 0.0200 0.2800
4456340 $214,687.79 86.00 0.200 0.0200 0.4050
4456368 $428,612.24 71.67 0.200 0.0200 0.0000
4456375 $303,242.11 90.00 0.200 0.0200 0.0300
4456425 $421,953.73 90.00 GD 5YR 33 0.200 0.0200 0.0000
4456591 $219,469.04 61.97 0.200 0.0200 0.0000
4456653 $514,293.25 80.00 GD 3YR 0.200 0.0200 0.0000
4456844 $487,273.40 80.00 0.200 0.0200 0.2800
4456871 $246,486.67 95.00 0.200 0.0200 0.6550
4457308 $304,299.47 76.25 GD 3YR 0.200 0.0200 0.1550
4457411 $336,037.97 86.54 06 0.200 0.0200 1.2800
4457578 $299,293.66 77.52 0.200 0.0200 0.0300
4457597 $231,113.53 80.00 0.200 0.0200 0.1550
4457787 $246,842.50 95.00 GD 6YR 0.200 0.0200 1.0300
4457895 $234,432.86 71.96 GD 3YR 0.200 0.0200 0.0000
4457930 $339,202.20 80.00 0.200 0.0200 0.4050
4457959 $314,345.37 90.00 GD 3YR 0.200 0.0200 0.6550
4457984 $322,162.21 90.00 0.200 0.0200 0.9050
4457996 $423,352.74 80.00 0.200 0.0200 0.1550
4458122 $478,812.72 80.00 0.200 0.0200 0.0000
4458195 $211,513.06 80.00 0.200 0.0200 0.1550
4458287 $229,310.81 67.06 0.200 0.0200 0.2800
<PAGE> 207
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- -------------- ------ --------- ---------- -------- ---------------------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------------- ------ --------- ---------- -------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
4458324 $294,859.77 80.00 0.200 0.0200 0.0000
4458355 $295,885.59 88.34 0.200 0.0200 0.2800
4458356 $262,045.51 80.00 GD 3YR 0.200 0.0200 0.1550
4458358 $458,862.18 80.00 0.200 0.0200 0.0000
4458370 $226,678.53 79.29 0.200 0.0200 0.5300
4458514 $229,648.89 60.53 0.200 0.0200 0.1550
4458795 $279,388.14 63.64 0.200 0.0200 0.4050
4458988 $326,452.79 90.88 0.200 0.0200 0.5300
4459046 $345,849.34 90.00 GD 5YR 0.200 0.0200 1.1550
4459047 $363,184.47 80.00 0.200 0.0200 0.2800
4459086 $299,275.99 60.00 GD 3YR 0.200 0.0200 0.0000
4459102 $417,693.87 90.00 33 0.200 0.0200 1.0300
4459105 $216,124.62 90.00 06 0.200 0.0200 0.5300
4459112 $506,462.77 80.00 0.200 0.0200 0.2800
4459159 $367,005.10 79.97 GD 4YR 0.200 0.0200 0.1550
4459352 $299,222.66 80.00 0.200 0.0200 0.0300
4459621 $225,428.33 80.00 0.200 0.0200 0.1550
4459707 $498,851.59 67.57 0.200 0.0200 0.1550
4459896 $386,394.37 76.48 0.200 0.0200 0.0300
4459985 $299,327.87 76.73 0.200 0.0200 0.2800
4459987 $238,194.77 90.00 0.200 0.0200 1.0300
4460150 $210,899.60 94.99 0.200 0.0200 0.5300
4460232 $253,611.25 75.00 0.200 0.0200 1.1550
4460483 $269,607.88 78.28 0.200 0.0200 0.4050
4460496 $249,311.61 65.52 0.200 0.0200 0.0300
4460769 $239,830.61 80.00 GD 4YR 0.200 0.0200 0.5300
4460812 $274,413.94 79.73 0.200 0.0200 0.5300
4460826 $219,550.21 89.80 0.200 0.0200 0.7800
4460901 $273,267.21 80.00 0.200 0.0200 0.4050
4461053 $325,570.04 90.00 0.200 0.0200 0.5300
4461102 $260,429.66 90.00 0.200 0.0200 0.4050
4461120 $205,671.68 90.00 GD 2YR 0.200 0.0200 0.6550
4461270 $203,348.22 79.98 0.200 0.0200 0.4050
4461283 $244,162.36 70.97 0.200 0.0200 0.6550
4461326 $499,236.74 69.44 0.200 0.0200 0.1550
4461350 $240,866.93 90.00 0.200 0.0200 0.6550
4461397 $239,448.74 76.92 0.200 0.0200 0.1550
4461442 $391,775.39 79.99 0.200 0.0200 0.0300
4461484 $221,144.92 80.00 0.200 0.0200 0.1550
4461528 $249,411.36 69.44 0.200 0.0200 0.0300
4461534 $299,553.31 68.18 0.200 0.0200 0.2800
4461852 $350,115.51 80.00 0.200 0.0200 0.6550
4461922 $260,964.01 80.00 0.200 0.0200 0.2800
4461939 $215,491.41 80.00 0.200 0.0200 0.0300
4461982 $219,097.03 78.57 0.200 0.0200 0.2800
4461992 $215,670.27 80.00 0.200 0.0200 0.1550
4462033 $299,550.94 78.82 0.200 0.0200 0.2800
4462044 $239,462.30 80.00 0.200 0.0200 0.2800
4462052 $226,777.71 90.00 0.200 0.0200 0.6550
4462114 $355,140.85 80.00 0.200 0.0200 0.0000
<PAGE> 208
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- -------------- ------ --------- ---------- -------- ---------------------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------------- ------ --------- ---------- -------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
4462120 $498,822.75 78.13 0.200 0.0200 0.0300
4462132 $325,232.43 83.59 0.200 0.0200 0.0300
4462193 $329,260.67 62.38 GD 5YR 0.200 0.0200 0.2800
4462210 $243,687.57 90.00 33 0.200 0.0200 0.7800
4462225 $318,331.57 85.00 0.200 0.0200 0.9050
4462289 $399,168.73 87.24 GD 5YR 0.200 0.0200 0.6550
4462419 $259,459.65 80.00 0.200 0.0200 0.6550
4462431 $416,640.85 80.00 0.200 0.0200 0.1550
4462709 $236,453.59 64.95 GD 3YR 0.200 0.0200 0.5300
4462710 $287,370.67 80.00 0.200 0.0200 0.4050
4462733 $337,832.84 86.81 0.200 0.0200 0.6550
4462736 $304,281.88 68.54 GD 5YR 0.200 0.0200 0.0300
4463168 $212,912.93 94.98 0.200 0.0200 0.7800
4463195 $264,435.24 73.61 GD 7YR 0.200 0.0200 0.5300
4463222 $285,796.42 89.89 0.200 0.0200 0.5300
4463281 $305,641.47 79.95 0.200 0.0200 0.1550
4463348 $251,398.39 90.00 0.200 0.0200 1.4050
4463384 $467,300.70 80.00 0.200 0.0200 0.2800
4463443 $242,856.86 76.48 0.200 0.0200 0.7800
4463488 $231,505.58 80.00 0.200 0.0200 0.5300
4463553 $228,912.82 80.00 0.200 0.0200 0.4050
4463560 $267,990.27 80.00 0.200 0.0200 0.1550
4463596 $296,827.15 89.99 0.200 0.0200 1.0300
4463606 $244,490.82 83.05 0.200 0.0200 0.6550
4463719 $279,014.15 79.55 0.200 0.0200 0.6550
4463841 $250,154.78 90.00 0.200 0.0200 0.9050
4463847 $212,167.44 72.65 0.200 0.0200 0.0300
4463866 $273,929.54 90.00 0.200 0.0200 0.6550
4463911 $245,360.71 90.00 0.200 0.0200 0.6550
4464003 $688,598.59 80.00 0.200 0.0200 0.4050
4464008 $294,339.06 74.68 0.200 0.0200 0.2800
4464150 $474,933.55 80.00 GD 3YR 0.200 0.0200 0.2800
4464158 $324,852.15 80.00 GD 3YR 0.200 0.0200 0.1550
4464165 $339,760.02 79.64 0.200 0.0200 0.5300
4464196 $278,660.76 90.00 0.200 0.0200 1.2800
4464254 $610,011.36 75.00 0.200 0.0200 0.7800
4464283 $218,433.50 84.88 0.200 0.0200 0.5300
4464310 $484,277.85 68.81 0.200 0.0200 0.2800
4464372 $256,871.77 80.00 0.200 0.0200 0.4050
4464398 $321,729.98 79.80 GD 6YR 0.200 0.0200 0.6550
4464686 $210,461.69 95.00 33 0.200 0.0200 0.6550
4464742 $271,249.20 90.00 0.200 0.0200 0.7800
4464763 $437,089.76 80.00 0.200 0.0200 0.6550
4464786 $299,360.67 77.92 0.200 0.0200 0.5300
4464798 $300,873.30 89.99 GD 3YR 0.200 0.0200 0.5300
4464818 $323,274.10 80.00 0.200 0.0200 0.2800
4464827 $219,696.19 78.85 0.200 0.0200 0.6550
4464933 $288,830.22 74.36 0.200 0.0200 0.2800
4464987 $232,739.25 94.99 GD 3YR 0.200 0.0200 0.9050
4465054 $261,482.34 94.93 33 0.200 0.0200 0.9050
<PAGE> 209
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- -------------- ------ --------- ---------- -------- ---------------------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------------- ------ --------- ---------- -------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
4465089 $522,883.29 80.00 0.200 0.0200 0.5300
4465312 $232,650.98 89.83 0.200 0.0200 1.0300
4465459 $343,762.15 85.00 0.200 0.0200 0.5300
4465503 $234,658.74 76.99 GD 3YR 0.200 0.0200 0.4050
4465510 $229,409.21 31.55 0.200 0.0200 0.5300
4465543 $206,747.23 80.00 0.200 0.0200 0.4050
4465656 $231,716.54 79.99 0.200 0.0200 0.1550
4465710 $215,088.02 90.00 0.200 0.0200 0.6550
4465758 $214,339.87 68.25 0.200 0.0200 0.5300
4465764 $242,482.12 85.26 GD 7YR 0.200 0.0200 0.5300
4465785 $424,116.46 73.91 0.200 0.0200 0.6550
4465789 $349,438.55 77.78 0.200 0.0200 0.0000
4465792 $299,564.34 94.04 0.200 0.0200 0.4050
4465832 $599,128.70 80.00 0.200 0.0200 0.4050
4465859 $223,035.50 54.45 0.200 0.0200 0.6550
4465872 $279,583.08 77.46 0.200 0.0200 0.2800
4465925 $249,453.69 67.02 0.200 0.0200 0.4050
4465950 $223,534.48 80.00 0.200 0.0200 0.6550
4465970 $681,034.17 74.58 0.200 0.0200 0.5300
4465981 $379,236.59 79.99 0.200 0.0200 0.4050
4465998 $323,517.58 80.00 0.200 0.0200 0.2800
4466006 $289,350.26 72.50 0.200 0.0200 0.2800
4466017 $249,493.38 68.49 0.200 0.0200 0.7800
4466022 $236,320.14 80.00 0.200 0.0200 0.7800
4466083 $251,543.26 79.99 0.200 0.0200 0.5300
4466171 $249,439.89 78.13 0.200 0.0200 0.2800
4466210 $269,424.59 57.46 0.200 0.0200 0.5300
4466262 $255,238.03 80.00 0.200 0.0200 0.5300
4466265 $249,627.76 79.11 0.200 0.0200 0.2800
4466288 $244,653.04 73.13 0.200 0.0200 0.5300
4466303 $292,375.59 63.28 GD 2YR 0.200 0.0200 0.5300
4466322 $254,838.59 80.00 GD 3YR 0.200 0.0200 0.5300
4466363 $267,396.95 95.00 0.200 0.0200 1.1550
4466378 $331,418.84 89.99 0.200 0.0200 1.1550
4466449 $222,933.83 95.00 0.200 0.0200 0.5300
4466483 $443,287.75 80.00 0.200 0.0200 0.0000
4466563 $319,569.13 78.05 GD 3YR 0.200 0.0200 0.7800
4466619 $314,361.68 89.22 0.200 0.0200 0.7800
4466633 $216,222.21 80.00 GD 2YR 0.200 0.0200 0.4050
4466641 $241,795.10 95.00 0.200 0.0200 1.1550
4466792 $260,410.09 90.00 0.200 0.0200 1.1550
4466799 $206,806.72 79.99 0.200 0.0200 0.5300
4466813 $237,344.63 95.00 GD 5YR 0.200 0.0200 0.9050
4466852 $299,344.43 75.95 0.200 0.0200 0.4050
4466888 $498,907.42 68.97 0.200 0.0200 0.4050
4466917 $287,571.18 80.00 0.200 0.0200 0.2800
4466927 $299,310.95 63.60 0.200 0.0200 0.1550
4466957 $501,832.77 79.99 0.200 0.0200 0.1550
4467004 $249,506.05 71.43 0.200 0.0200 0.9050
4467055 $314,361.68 90.00 0.200 0.0200 0.7800
<PAGE> 210
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- -------------- ------ --------- ---------- -------- ---------------------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------------- ------ --------- ---------- -------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
4467082 $333,902.09 80.00 0.200 0.0200 0.2800
4467152 $292,076.23 79.99 0.200 0.0200 0.5300
4467185 $243,991.88 88.75 GD 3YR 0.200 0.0200 0.6550
4467188 $217,317.64 94.99 0.200 0.0200 0.4050
4467290 $310,102.64 90.00 GD 5YR 0.200 0.0200 1.0300
4467469 $286,518.22 90.00 0.200 0.0200 0.7800
4467496 $239,884.68 90.00 0.200 0.0200 0.9050
4467507 $324,271.87 56.62 0.200 0.0200 0.2800
4467566 $216,975.09 68.50 0.200 0.0200 0.0000
4467579 $239,420.78 77.92 GD 3YR 0.200 0.0200 0.0000
4467606 $293,642.52 94.84 0.200 0.0200 1.2800
4467615 $359,232.80 75.76 GD 4YR 0.200 0.0200 0.5300
4467651 $314,519.14 68.63 0.200 0.0200 0.1550
4467680 $240,658.70 66.96 0.200 0.0200 0.5300
4467729 $278,794.54 80.00 0.200 0.0200 0.4050
4467741 $237,721.27 90.00 0.200 0.0200 0.6550
4467751 $253,631.15 80.00 0.200 0.0200 0.4050
4467776 $469,903.94 80.00 0.200 0.0200 0.0000
4467789 $399,081.24 77.67 0.200 0.0200 0.1550
4467806 $534,799.15 80.00 0.200 0.0200 0.2800
4467824 $242,672.81 90.00 0.200 0.0200 0.7800
4467835 $259,449.40 89.99 0.200 0.0200 0.7800
4467894 $272,446.79 51.75 GD 3YR 0.200 0.0200 0.7800
4467939 $300,761.63 90.00 0.200 0.0200 1.2800
4467942 $299,344.43 60.01 0.200 0.0200 0.4050
4468006 $421,100.69 80.00 0.200 0.0200 0.5300
4468155 $265,732.48 79.99 0.200 0.0200 0.5300
4468174 $207,620.07 89.85 GD 8YR 0.200 0.0200 0.7800
4468289 $239,385.48 70.59 0.200 0.0200 0.7800
4468297 $399,103.84 76.48 0.200 0.0200 0.2800
4468327 $263,393.62 80.00 0.200 0.0200 0.1550
4468352 $231,671.45 87.71 0.200 0.0200 0.5300
4468406 $259,417.49 80.00 GD 2YR 0.200 0.0200 0.2800
4468437 $283,379.40 80.00 0.200 0.0200 0.4050
4468444 $279,583.08 80.00 0.200 0.0200 0.2800
4468459 $237,492.78 69.39 0.200 0.0200 0.5300
4468467 $237,080.81 80.00 0.200 0.0200 0.4050
4468531 $342,751.74 79.07 0.200 0.0200 0.4050
4468607 $299,436.68 63.16 0.200 0.0200 1.1550
4468652 $211,513.06 77.94 0.200 0.0200 0.1550
4468726 $241,906.94 95.00 33 0.200 0.0200 0.5300
4468731 $214,464.51 74.13 0.200 0.0200 0.7800
4468732 $240,775.36 90.00 0.200 0.0200 0.7800
4468739 $232,515.76 89.62 0.200 0.0200 0.6550
4468753 $215,662.09 94.99 0.200 0.0200 0.7800
4468817 $255,426.46 80.00 0.200 0.0200 0.2800
4468839 $319,569.13 84.21 0.200 0.0200 0.7800
4468863 $287,550.91 90.00 0.200 0.0200 0.0300
4468915 $229,657.53 65.71 0.200 0.0200 0.2800
4468921 $249,870.14 90.00 0.200 0.0200 1.0300
<PAGE> 211
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- -------------- ------ --------- ---------- -------- ---------------------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------------- ------ --------- ---------- -------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
4469004 $235,509.53 80.00 0.200 0.0200 0.6550
4469040 $237,180.20 95.00 33 0.200 0.0200 0.7800
4469049 $291,554.24 80.00 GD 3YR 0.200 0.0200 0.1550
4469075 $239,422.18 80.00 0.200 0.0200 0.2800
4469167 $203,716.75 94.97 0.200 0.0200 1.1550
4469190 $221,109.36 90.00 0.200 0.0200 0.9050
4469205 $444,836.67 90.00 GD 5YR 33 0.200 0.0200 0.2800
4469224 $216,343.30 86.60 0.200 0.0200 0.4050
4469256 $262,403.55 79.68 0.200 0.0200 0.6550
4469261 $228,723.69 80.00 0.200 0.0200 0.6550
4469265 $211,115.36 90.00 0.200 0.0200 0.7800
4469294 $266,192.18 80.00 0.200 0.0200 0.0300
4469306 $259,598.83 71.33 0.200 0.0200 0.1550
4469308 $299,228.09 79.99 0.200 0.0200 0.2800
4469331 $279,561.82 66.67 0.200 0.0200 0.0300
4469385 $238,022.66 79.99 GD 8YR 0.200 0.0200 0.2800
4469457 $299,407.25 94.94 GD 3YR 0.200 0.0200 0.9050
4469466 $379,405.33 68.47 GD 3YR 0.200 0.0200 0.0300
4469471 $210,094.47 80.00 0.200 0.0200 0.4050
4469476 $394,395.15 90.00 0.200 0.0200 1.4050
4469535 $228,683.77 89.80 0.200 0.0200 0.6550
4469549 $254,370.49 54.26 0.200 0.0200 0.1550
4469574 $275,199.79 69.51 0.200 0.0200 0.4050
4469663 $275,800.23 80.00 0.200 0.0200 0.4050
4469690 $247,484.59 80.00 0.200 0.0200 0.6550
4469701 $288,343.53 90.00 0.200 0.0200 1.0300
4469712 $259,640.95 80.00 0.200 0.0200 0.6550
4469869 $245,006.34 74.39 GD 3YR 0.200 0.0200 0.0000
4469896 $294,402.21 59.00 0.200 0.0200 0.7800
4469908 $694,235.74 80.00 GD 5YR 0.200 0.0200 0.0000
4469948 $267,343.23 95.00 0.200 0.0200 0.6550
4469966 $299,585.73 76.92 0.200 0.0200 0.6550
4469979 $211,799.62 80.00 0.200 0.0200 0.5300
4469991 $248,388.78 90.45 GD 3YR 0.200 0.0200 0.4050
4469995 $219,533.33 81.63 0.200 0.0200 0.2800
4470317 $229,471.71 54.76 GD 3YR 0.200 0.0200 0.1550
4470359 $219,564.31 79.99 0.200 0.0200 0.1550
4470367 $285,067.88 90.00 0.200 0.0200 1.4050
4470401 $506,944.28 79.87 0.200 0.0200 0.6550
4470458 $231,561.47 95.00 0.200 0.0200 0.6550
4470469 $253,148.84 95.00 0.200 0.0200 0.9050
4470481 $296,351.01 90.00 0.200 0.0200 0.4050
4470546 $233,651.57 79.86 0.200 0.0200 0.2800
4470701 $233,660.20 88.30 0.200 0.0200 0.4050
4470721 $221,103.53 80.00 0.200 0.0200 0.2800
4470769 $269,493.00 92.47 0.200 0.0200 1.1550
4470793 $316,791.01 79.99 0.200 0.0200 0.0000
4470914 $211,398.53 95.00 0.200 0.0200 0.5300
4470920 $262,612.76 80.00 GD 3YR 0.200 0.0200 0.2800
4470922 $236,771.89 90.00 0.200 0.0200 0.6550
<PAGE> 212
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- -------------- ------ --------- ---------- -------- ---------------------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------------- ------ --------- ---------- -------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
4471008 $264,624.71 76.81 0.200 0.0200 0.5300
4471015 $234,650.09 79.41 0.200 0.0200 0.2800
4471117 $279,781.57 80.00 0.200 0.0200 0.0300
4471152 $255,412.01 80.00 GD 4YR 0.200 0.0200 0.1550
4471227 $279,891.35 95.00 0.200 0.0200 1.0300
4471333 $267,820.18 90.00 0.200 0.0200 0.5300
4471341 $307,541.39 80.00 GD 3YR 0.200 0.0200 0.2800
4471403 $235,097.91 79.86 0.200 0.0200 0.5300
4471425 $274,790.74 74.32 0.200 0.0200 0.1550
4471540 $231,836.25 80.00 GD 4YR 0.200 0.0200 0.5300
4471543 $399,419.14 52.98 0.200 0.0200 0.4050
4471563 $229,075.14 94.99 0.200 0.0200 0.5300
4471580 $224,656.53 61.14 0.200 0.0200 0.1550
4471587 $305,587.99 90.00 0.200 0.0200 0.7800
4471637 $355,735.79 80.00 0.200 0.0200 0.2800
4471641 $239,668.58 61.54 0.200 0.0200 0.6550
4471658 $314,482.07 75.90 0.200 0.0200 0.0000
4471706 $289,934.16 80.00 0.200 0.0200 0.0000
4471724 $271,584.78 80.00 0.200 0.0200 0.1550
4471757 $272,347.73 73.16 GD 3YR 0.200 0.0200 0.2800
4471788 $224,659.87 90.00 0.200 0.0200 0.4050
4471951 $251,515.46 80.00 0.200 0.0200 0.1550
4471959 $215,439.99 79.96 0.200 0.0200 0.5300
4472019 $255,979.21 90.00 0.200 0.0200 0.7800
4472097 $264,508.41 79.51 0.200 0.0200 0.4050
4472101 $284,133.63 73.19 0.200 0.0200 0.1550
4472212 $269,987.22 80.00 GD 7YR 0.200 0.0200 0.1550
4472217 $259,629.88 80.00 0.200 0.0200 0.5300
4472329 $348,666.93 90.00 0.200 0.0200 0.1550
4472363 $229,648.89 79.31 0.200 0.0200 0.1550
4472385 $208,299.13 79.99 0.200 0.0200 0.4050
4472449 $269,587.82 67.92 0.200 0.0200 0.1550
4472491 $347,441.75 80.00 0.200 0.0200 0.0000
4472510 $220,203.09 90.00 0.200 0.0200 0.7800
4472552 $265,632.67 95.00 0.200 0.0200 0.6550
4472582 $238,210.00 90.00 0.200 0.0200 1.2800
4472602 $210,616.04 95.00 0.200 0.0200 0.7800
4472753 $255,760.76 90.00 0.200 0.0200 0.7800
4472805 $212,782.71 79.45 0.200 0.0200 0.2800
4472808 $247,611.89 80.00 0.200 0.0200 0.0300
4472865 $263,077.31 79.78 0.200 0.0200 0.0000
4472904 $246,033.12 81.32 0.200 0.0200 0.2800
4472939 $223,710.07 75.00 0.200 0.0200 0.4050
4473080 $211,703.26 88.91 0.200 0.0200 0.6550
4473118 $251,442.74 80.00 0.200 0.0200 0.0000
4473198 $214,655.02 79.63 0.200 0.0200 0.0000
4473235 $250,017.75 80.00 0.200 0.0200 0.1550
4473236 $375,026.63 80.00 0.200 0.0200 0.1550
4473243 $309,526.77 80.00 0.200 0.0200 0.1550
4473253 $211,711.41 95.00 GD 3YR 0.200 0.0200 0.9050
<PAGE> 213
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- -------------- ------ --------- ---------- -------- ---------------------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------------- ------ --------- ---------- -------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
4473265 $287,549.30 80.00 0.200 0.0200 0.0300
4473332 $256,379.77 79.81 0.200 0.0200 0.0000
4473368 $443,287.75 80.00 0.200 0.0200 0.0000
4473398 $214,655.10 74.14 0.200 0.0200 0.0000
4473399 $434,521.78 80.00 0.200 0.0200 0.5300
4473436 $231,503.36 95.00 33 0.200 0.0200 1.0300
4473472 $303,535.92 80.00 0.200 0.0200 0.1550
4473526 $218,065.68 79.99 0.200 0.0200 0.1550
4473540 $264,417.70 90.00 GD 3YR 0.200 0.0200 0.6550
4473658 $272,373.09 80.00 0.200 0.0200 0.0300
4473669 $328,472.31 90.00 0.200 0.0200 0.4050
4473719 $239,808.07 84.93 0.200 0.0200 0.0000
4473727 $213,462.18 95.00 0.200 0.0200 0.7800
4473733 $301,500.42 89.01 GD 2YR 0.200 0.0200 0.2800
4473763 $230,224.68 80.00 0.200 0.0200 0.1550
4473818 $243,654.45 80.00 0.200 0.0200 0.5300
4473820 $267,610.82 80.00 0.200 0.0200 0.4050
4473873 $232,452.14 95.00 0.200 0.0200 1.0300
4474002 $285,053.21 68.14 0.200 0.0200 0.0300
4474058 $298,397.68 90.00 0.200 0.0200 0.7800
4474116 $358,988.56 90.00 GD 5YR 0.200 0.0200 0.5300
4474216 $399,419.14 86.30 GD 3YR 0.200 0.0200 0.4050
4474295 $216,081.30 79.99 0.200 0.0200 0.0300
4474345 $387,464.21 80.00 0.200 0.0200 0.6550
4474361 $237,479.94 85.00 01 0.200 0.0200 0.4050
4474398 $228,292.20 90.00 0.200 0.0200 0.7800
4474429 $225,229.06 80.00 0.200 0.0200 0.0000
4474432 $230,056.93 80.00 GD 2YR 0.200 0.0200 0.2800
4474480 $371,432.12 80.00 0.200 0.0200 0.1550
4474489 $237,618.20 80.00 0.200 0.0200 0.0000
4474490 $364,442.81 74.49 0.200 0.0200 0.1550
4474505 $326,748.16 80.00 0.200 0.0200 0.6550
4474531 $434,669.00 67.99 GD 3YR 0.200 0.0200 0.1550
4474542 $259,572.51 70.27 0.200 0.0200 0.0000
4474590 $327,737.70 72.82 0.200 0.0200 0.0000
4474617 $237,636.34 94.98 0.200 0.0200 0.6550
4474718 $307,529.84 80.00 0.200 0.0200 0.1550
4474812 $224,438.48 75.00 0.200 0.0200 0.0000
4474918 $279,432.58 80.00 0.200 0.0200 0.7800
4474945 $233,668.61 90.00 0.200 0.0200 0.5300
4474964 $549,139.30 72.37 0.200 0.0200 0.0300
4475001 $394,744.17 85.00 0.200 0.0200 1.0300
4475033 $231,832.08 80.00 0.200 0.0200 0.4050
4475038 $335,737.88 80.00 0.200 0.0200 0.0300
4475045 $244,653.04 78.03 0.200 0.0200 0.5300
4475157 $262,721.84 94.97 0.200 0.0200 1.1550
4475178 $203,730.66 79.99 0.200 0.0200 0.0300
4475251 $287,731.56 79.99 0.200 0.0200 0.4050
4475298 $347,531.42 80.00 0.200 0.0200 0.7800
4475304 $393,156.18 90.00 0.200 0.0200 0.9050
<PAGE> 214
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- -------------- ------ --------- ---------- -------- ---------------------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------------- ------ --------- ---------- -------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
4475342 $395,706.11 90.00 GD 3YR 0.200 0.0200 0.2800
4475375 $313,544.01 86.74 0.200 0.0200 0.4050
4475418 $257,135.33 72.03 0.200 0.0200 0.5300
4475436 $210,869.48 80.00 0.200 0.0200 0.0300
4475476 $225,655.00 80.00 GD 3YR 0.200 0.0200 0.1550
4475589 $208,337.35 65.67 0.200 0.0200 0.0300
4475641 $230,606.13 71.96 GD 3YR 0.200 0.0200 0.2800
4475758 $357,118.50 80.00 0.200 0.0200 0.7800
4475842 $328,547.09 75.00 0.200 0.0200 0.0300
4475949 $235,833.43 80.00 0.200 0.0200 0.5300
4475950 $299,765.97 63.16 0.200 0.0200 0.0300
4476018 $325,926.02 80.00 0.200 0.0200 0.4050
4476023 $277,575.62 79.43 0.200 0.0200 0.1550
4476090 $587,552.58 80.00 0.200 0.0200 0.1550
4476091 $301,992.83 79.99 0.200 0.0200 0.7800
4476168 $305,577.43 90.00 0.200 0.0200 0.6550
4476307 $235,290.71 95.00 0.200 0.0200 0.9050
4476367 $231,556.17 80.00 GD 3YR 0.200 0.0200 0.0300
4476459 $244,262.80 94.99 0.200 0.0200 0.7800
4476477 $264,803.33 72.60 0.200 0.0200 0.2800
4476491 $345,110.56 80.00 0.200 0.0200 0.5300
4476494 $220,121.76 90.00 0.200 0.0200 0.2800
4476511 $436,964.53 80.00 0.200 0.0200 0.4050
4476634 $296,233.10 94.99 01 0.200 0.0200 0.6550
4477080 $262,319.35 72.41 0.200 0.0200 0.6550
4477113 $267,600.96 78.59 0.200 0.0200 0.2800
4477155 $265,312.61 90.00 GD 7YR 0.200 0.0200 0.5300
4477215 $326,757.31 79.76 0.200 0.0200 0.2800
4477244 $343,494.89 88.82 GD 3YR 0.200 0.0200 0.2800
4477318 $238,194.77 90.00 0.200 0.0200 1.0300
4477727 $341,539.51 90.00 0.200 0.0200 0.7800
4477772 $240,588.46 89.33 GD 8YR 0.200 0.0200 0.7800
4477808 $219,672.42 79.71 0.200 0.0200 0.2800
4477962 $219,655.72 80.00 0.200 0.0200 0.0300
4477993 $286,564.91 80.00 0.200 0.0200 0.0000
4478083 $211,830.22 93.94 0.200 0.0200 0.5300
4478114 $255,424.10 90.00 0.200 0.0200 0.6550
4478124 $210,101.60 79.49 0.200 0.0200 0.5300
4478209 $267,380.25 86.37 0.200 0.0200 0.6550
4478238 $248,805.76 71.35 0.200 0.0200 0.0300
4478344 $219,828.38 80.00 0.200 0.0200 0.0300
4478500 $208,645.04 80.00 GD 8YR 0.200 0.0200 0.2800
4478596 $249,819.05 51.87 0.200 0.0200 0.4050
4478694 $226,639.92 88.59 0.200 0.0200 0.5300
4478708 $411,854.47 75.00 0.200 0.0200 0.0300
4478723 $211,350.72 90.00 0.200 0.0200 0.5300
4478732 $294,097.46 90.00 0.200 0.0200 0.6550
4478770 $221,815.06 84.73 GD 4YR 0.200 0.0200 0.5300
4478872 $277,503.79 80.00 0.200 0.0200 0.5300
4478902 $399,672.12 62.50 0.200 0.0200 0.0000
<PAGE> 215
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- -------------- ------ --------- ---------- -------- ---------------------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------------- ------ --------- ---------- -------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
4479251 $297,784.31 82.78 0.200 0.0200 0.4050
4479354 $244,029.22 90.00 0.200 0.0200 0.9050
4479427 $283,284.27 90.00 0.200 0.0200 0.1550
4479547 $273,560.47 79.88 0.200 0.0200 0.0000
4479636 $262,876.72 80.00 GD 2YR 0.200 0.0200 0.1550
4479727 $224,704.64 90.00 0.200 0.0200 0.9050
4479867 $407,712.03 80.00 0.200 0.0200 0.5300
4480084 $217,698.95 87.90 0.200 0.0200 0.6550
4480093 $339,741.28 75.89 0.200 0.0200 0.1550
4480101 $253,625.33 90.00 0.200 0.0200 0.6550
4480301 $366,147.84 80.00 GD 5YR 0.200 0.0200 0.6550
4480414 $424,343.20 80.00 0.200 0.0200 0.0000
4480638 $222,230.76 80.00 0.200 0.0200 0.1550
4480758 $227,531.01 90.00 0.200 0.0200 0.2800
4481314 $215,835.64 89.63 0.200 0.0200 0.1550
4481377 $239,721.96 89.98 0.200 0.0200 0.2800
4481388 $473,320.38 80.00 0.200 0.0200 1.4050
4481604 $221,301.61 80.00 0.200 0.0200 0.7800
4481721 $303,620.78 80.00 0.200 0.0200 1.1550
4481976 $239,017.98 79.73 0.200 0.0200 0.1550
4482524 $233,821.94 77.36 0.200 0.0200 0.1550
4482804 $291,783.29 80.00 0.200 0.0200 0.2800
4485580 $240,000.00 61.54 0.200 0.0200 0.0300
4486530 $253,000.00 67.83 0.200 0.0200 0.0000
4487082 $409,695.72 71.30 0.200 0.0200 0.2800
9021479 $33,983.79 43.27 0.200 0.0200 1.5300
9049286 $49,930.04 89.98 0.200 0.0200 1.2800
9126800 $265,205.63 90.00 0.200 0.0200 0.5350
9132920 $215,644.69 80.00 0.200 0.0200 2.2800
===============
$177,173,769.33
<FN>
COUNT: 629
WAC: 7.6367
WAM: 356.9254
WALTV: 81.1369
</TABLE>
<PAGE> 216
<TABLE>
Exhibit F-2 (Part A) Schedule of Mortgage Loans Serviced by Other Servicers
20 & 30 YEAR FIXED RATE RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- ------------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------------- ----- -------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3475651 HOLLAND OH 43528 SFD 7.125 6.855 $1,869.57 360 1-Feb-24
3573851 TIGARD OR 97224 SFD 8.750 7.000 $1,749.62 360 1-Dec-24
3588044 SUNBURY OH 43074 SFD 8.750 7.000 $2,124.10 360 1-Apr-25
4449074 MENDHAM NJ 07945 SFD 8.375 7.000 $1,900.18 360 1-Sep-24
4449083 WALNUT CREEK CA 94598 SFD 8.875 7.000 $1,876.93 360 1-Jan-25
4449242 DILLON CO 80435 SFD 9.000 7.000 $2,025.64 360 1-Jun-25
4449377 PONTE VEDRA BEACH FL 32082 SFD 8.250 7.000 $2,760.53 360 1-Aug-24
4450214 NORTHVILLE MI 48167 SFD 8.250 7.000 $2,272.58 360 1-Jun-25
4450738 UPPER SADDLE RIVER NJ 07458 SFD 8.625 7.000 $3,111.16 360 1-Jul-25
4460834 LONGWOOD FL 32779 SFD 7.625 7.000 $1,911.04 360 1-Jul-25
4463097 WHITE PLAINS NY 10605 SFD 8.000 7.000 $2,935.06 360 1-Jul-25
4463105 CHAPEL HILL NC 27510 SFD 8.250 7.000 $1,801.16 360 1-Jul-25
4463728 SIGNAL MOUNTAIN TN 37377 SFD 8.250 7.000 $1,551.74 360 1-Aug-25
4470643 SHERWOOD OR 97140 SFD 7.750 7.000 $2,292.51 360 1-Jul-25
4470753 PEACHTREE CITY GA 30269 SFD 8.625 7.000 $1,760.92 360 1-May-25
<PAGE> 217
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- -------------- ------ --------- ---------- -------- ---------------------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YEILD
-------- -------------- ------ --------- ---------- -------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
3475651 $272,048.34 75.00 0.250 0.020 0.0000
3573851 $220,661.84 80.00 0.250 0.020 1.4800
3588044 $268,546.73 60.00 0.200 0.020 1.5300
4449074 $247,379.33 52.63 0.250 0.020 1.1050
4449083 $233,088.36 70.00 0.250 0.020 1.6050
4449242 $250,765.46 95.00 01 0.250 0.020 1.7300
4449377 $363,208.88 90.00 01 0.250 0.020 0.9800
4450214 $301,121.59 79.29 0.250 0.020 0.9800
4450738 $398,557.33 80.00 0.250 0.020 1.3550
4460834 $268,808.73 71.05 0.250 0.020 0.3550
4463097 $398,361.84 88.89 06 0.250 0.020 0.7300
4463105 $238,816.81 90.00 01 0.250 0.020 0.9800
4463728 $205,882.34 90.00 12 0.250 0.020 0.9800
4470643 $318,622.88 80.00 0.250 0.020 0.4800
4470753 $225,303.36 80.00 0.250 0.020 1.3550
=============
$4,211,173.82
<FN>
COUNT: 15
WAC: 8.2762
WAM: 360
WALTV: 79.2709
</TABLE>
<PAGE> 218
<TABLE>
Exhibit F-2 (Part B) Schedule of Servicers
20 & 30 YEAR FIXED RATE RELOCATION LOANS
<CAPTION>
(i) (xvi) (xvii)
----- ----------- -----------
MORTGAGE PHMC
LOAN LOAN
NUMBER SERVICER SELLER
-------- ---------------------------------------------------------------------------------------
<S> <C> <C>
3475651 NATIONSBANC MORTGAGE COMPANY NATIONSBANC MORTGAGE COMPANY
3573851 BANCBOSTON MORTGAGE CORP BANCBOSTON MORTGAGE CORP
3588044 THE HUNTINGTON MORTGAGE CO. THE HUNTINGTON MORTGAGE CO.
4449074 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4449083 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4449242 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4449377 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4450214 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4450738 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4460834 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4463097 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4463105 GMAC MORTGAGE CORP. GMAC MORTGAGE CORP.
4463728 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4470643 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4470753 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
<FN>
COUNT: 15
WAC: 8.2762
WAM: 360.0000
WALTV: 79.2709
</TABLE>
<PAGE> 219
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
Loan_Information
Name of Mortgagor: _____________________________
Servicer
Loan No.: _____________________________
Custodian/Trustee
Name: _____________________________
Address: _____________________________
_____________________________
Custodian/Trustee
Mortgage File No.: _____________________________
Seller
Name: _____________________________
Address: _____________________________
_____________________________
Certificates: Mortgage Pass-Through Certificates,
Series 1996-1
The undersigned Master Servicer hereby acknowledges that it has received from
First Bank National Association, as Trustee for the Holders of Mortgage Pass-
Through 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 January 25, 1996 (the "Pooling and Servicing Agreement")
among the Trustee, the Seller and the Master Servicer.
( ) Promissory Note dated ______________, 199__, 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 ____________.
<PAGE> 220
( ) 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 the Documents to the Trustee when
the need therefor no longer exists, unless the Mortgage Loan relating to the
Documents has been liquidated and the proceeds thereof have been remitted to the
Certificate 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.
SECURITIZED ASSET SERVICES CORPORATION
By: __________________________
Title: ________________________
Date: ________________, 19__
<PAGE> 221
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, AND FOR NON-ERISA INVESTORS
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the "Purchaser"), a
[description of type of entity] duly organized and existing under the laws of
the [State of _______] [United States], on behalf of which he makes this
affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the meaning
of Section 860E(e)(5),of the Internal Revenue Code of 1986, as amended (the
"Code"), or an ERISA Prohibited Holder, and will not be a "disqualified
organization" or an ERISA Prohibited Holder, as of [date of transfer], and that
the Purchaser is not acquiring The Prudential Home Mortgage Securities Company,
Inc. Mortgage Pass-Through Certificates, Series 1996-1, Class A-R Certificate
(the "Class A-R Certificate") for the account of, or as agent (including a
broker, nominee, or other middleman) for, any person or entity from which it has
not received an affidavit substantially in the form of this affidavit. For
these purposes, a "disqualified organization" means the United States, any state
or political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other than
an instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not selected by such governmental entity), any
cooperative organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section 1381(a)(2)(C), or
any organization (other than a farmers' cooperative described in Code Section
521) that is exempt from taxation under the Code unless such organization is
subject to the tax on unrelated business income imposed by Code Section 511.
For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan
subject to the fiduciary provisions of the Employee Retirement Income Security
Act of 1974, as amended, ("ERISA") and/or Code Section 4975 or any governmental
plan, as defined in Section 3(32) of ERISA, subject to any federal, state or
local law which is, to a material extent, similar to the foregoing provisions of
ERISA or the Code (collectively, a "Plan") or a Person investing the assets of
such a Plan.
4. That the Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class A-R Certificate as they
become due.
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class A-R Certificate in excess of cash flows generated by the
Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R Certificate to any
person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
<PAGE> 222
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
Person that holds the Class A-R Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or successor
form at the time and in the manner required by the Code or (iii) is a Non-U.S.
Person that has delivered to both the transferor and the Trustee an opinion of a
nationally recognized tax counsel to the effect that the transfer of the Class
A-R Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes. "Non-U.S.
Person" means an individual, corporation, partnership or other person other than
a citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or any
political subdivision thereof, or an estate or trust that is subject to U.S.
federal income tax regardless of the source of its income.
8. That the Purchaser agrees to such amendments of the Pooling and Servicing
Agreement as may be required to further effectuate the restrictions on transfer
of the Class A-R Certificate to such a "disqualified organization," an agent
thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master Servicer as
its agent to act as "tax matters person" of the REMIC pursuant to Section 3.01
of the Pooling and Servicing Agreement, and if such designation is not permitted
by the Code and applicable law, to act as tax matters person if requested to do
so.
<PAGE> 223
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ___ day of __________, 19 __.
[Name of Purchaser]
By:__________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or proved
to me to be the same person who executed the foregoing instrument and to be the
[Title of Officer], of the Purchaser, and acknowledged to me that he [she]
executed the same as his [her] free act and deed and the free act and deed of
the Purchaser.
Subscribed and sworn before me this __ day of __________, 19 __.
_____________________________
NOTARY PUBLIC
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE> 224
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Re: The Prudential Home Mortgage
Securities Company, Inc.
Mortgage Pass-Through Certificates,
Series_1996-1,_Class_A-R__________
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has no
actual knowledge that such affidavit is not true and has no reason to know that
the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
______________________
<PAGE> 225
EXHIBIT J
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1
CLASS [B-3] [B-4] [B-5] CERTIFICATES
TRANSFEREE'S_LETTER
_________________ __, ____
First Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
The Prudential Home Mortgage Securities Company, Inc.
5325 Spectrum Drive
Frederick, Maryland 21701
The undersigned (the "Purchaser") proposes to purchase The Prudential Home
Mortgage Securities Company, Inc. Mortgage Pass-Through Certificates, Series
1996-1, Class [B-3] [B-4] [B-5] Certificates (the "Class [B-3] [B-4] [B-5]
Certificates") in the principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of January 25, 1996 (the "Pooling and Servicing
Agreement") among The Prudential Home Mortgage Securities Company, Inc., as
seller ("PHMSC"), Securitized Asset Services Corporation, as master servicer
(the "Master Servicer"), and First Bank National Association, as trustee (the
"Trustee"), of The Prudential Home Mortgage Securities Company, Inc. Mortgage
Pass-Through Certificates, Series 1996-1.
Section 2. Representations_and_Warranties_of_the_Purchaser. In connection with
the proposed transfer, the Purchaser represents and warrants to PHMSC, the
Master Servicer and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [B-3] [B-4] [B-5] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [B-3] [B-4] [B-5] Certificates
for its own account as principal and not with a view to the distribution
thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters and is
capable of evaluating the merits and risks of an investment in the Class [B-3]
[B-4] [B-5] Certificates; the Purchaser has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment
decision; and the Purchaser is able to bear the economic risk of an investment
in the Class [B-3] [B-4] [B-5] Certificates and can afford a complete loss of
such investment.]
<PAGE> 226
[(c) The Purchaser is a "Qualified Institutional Buyer" within the meaning
of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a copy
of the Private Placement Memorandum dated January 24, 1996, relating to the
Class [B-3] [B-4] [B-5] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from PHMSC concerning the Class [B-3] [B-4] [B-5] Certificates and all matters
relating thereto, and obtain any additional information (including documents)
relevant to its decision to purchase the Class [B-3] [B-4] [B-5] Certificates
that PHMSC possesses or can possess without unreasonable effort or expense and
(c) it has undertaken its own independent analysis of the investment in the
Class [B-3] [B-4] [B-5] Certificates. The Purchaser will not use or disclose
any information it receives in connection with its purchase of the Class [B-3]
[B-4] [B-5] Certificates other than in connection with a subsequent sale of
Class [B-3] [B-4] [B-5] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan subject to
the fiduciary responsibility provisions of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA") or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code") or any governmental plan, as
defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, the source of funds used to purchase the
Class B Certificate is an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE
95-60"), 60 Fed. Reg. 35925 (July 12, 1995) and there is no Plan with respect to
which the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-
60) or by the same employee organization, exceed 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition or (iii) the
Purchaser has provided a "Benefit Plan Opinion" satisfactory to The Prudential
Home Mortgage Securities Company, Inc. and the Trustee of the Trust Estate. A
Benefit Plan Opinion is an opinion of counsel to the effect that the proposed
transfer will not (a) cause the assets of the Trust Estate to be regarded as
"plan assets" and subject to the fiduciary responsibility provisions of ERISA or
the prohibited transaction provisions of the Code or Similar Law, (b) give rise
to a fiduciary duty under ERISA, Section 4975 of the Code or Similar Law on the
part of The Prudential Home Mortgage Securities Company, Inc., the Master
Servicer or the Trustee with respect to any Plan or (c) constitute a prohibited
transaction under ERISA or Section 4975 of the Code or Similar Law
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [B-3] [B-4] [B-5] Certificates is in compliance therewith.
<PAGE> 227
Section 3. Transfer_of_Class_[B-3]_[B-4]_[B-5]_Certificates.
(a) The Purchaser understands that the Class [B-3] [B-4] [B-5]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [B-3] [B-4] [B-5] Certificates are registered under the Act and applicable
state law or unless an exemption from registration is available. The Purchaser
further understands that neither PHMSC, the Master Servicer nor the Trustee is
under any obligation to register the Class [B-3] [B-4] [B-5] Certificates or
make an exemption available. In the event that such a transfer is to be made in
reliance upon an exemption from the Act or applicable state securities laws, (i)
the Trustee shall require, in order to assure compliance with such laws, that
the Certificateholder's prospective transferee certify to PHMSC and the Trustee
as to the factual basis for the registration or qualification exemption relied
upon, and (ii) unless the transferee is a "Qualified Institutional Buyer" within
the meaning of Rule 144A of the Act, the Trustee or PHMSC may, if such transfer
is made within three years from the Closing Date, require an Opinion of Counsel
that such transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the Trustee
or PHMSC. Any such Certificateholder desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee and PHMSC 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.
(b) No transfer of a Class [B-3] [B-4] [B-5] Certificate shall be made
unless the transferee provides PHMSC and the Trustee with a Transferee's Letter,
substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [B-3] [B-4] [B-5]
Certificates bear a legend setting forth the applicable restrictions on
transfer.
<PAGE> 228
IN WITNESS WHEREOF, the undersigned has caused this Agreement to the validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By: ______________________________
Its: ______________________________
<PAGE> 229
EXHIBIT K
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1
CLASS [M] [B-1] [B-2] CERTIFICATES
TRANSFEREE'S_LETTER
________________ __, ____
First Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
The Prudential Home Mortgage Securities Company, Inc.
5325 Spectrum Drive
Frederick, Maryland 21701
The undersigned (the "Purchaser") proposes to purchase The Prudential Home
Mortgage Securities Company, Inc. Mortgage Pass-Through Certificates, Series
1996-1, Class [M] [B-1] [B-2] Certificates in the principal amount of
$___________. In doing so, the Purchaser hereby acknowledges and agrees as
follows:
Section 1. Definitions. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of January 25, 1996 (the "Pooling and Servicing
Agreement") among The Prudential Home Mortgage Securities Company, Inc., as
seller ("PHMSC"), Securitized Asset Services Corporation, as master servicer
(the "Master Servicer"), and First Bank National Association, as trustee (the
"Trustee"), of The Prudential Home Mortgage Securities Company, Inc. Mortgage
Pass-Through Certificates, Series 1996-1.
Section 2. Representations_and_Warranties_of_the_Purchaser. In connection with
the proposed transfer, the Purchaser represents and warrants to PHMSC, the
Master Servicer and the Trustee that:
Either (i) the Purchaser is not an employee benefit plan subject to the
fiduciary responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended, ("ERISA") or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code") or any governmental plan, as defined in Section
3(32) of ERISA subject to any federal, state or local law ("Similar Law") which
is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (collectively, a "Plan"), an agent acting on behalf of a Plan, or a person
utilizing the assets of a Plan or (ii) if the Purchaser is an insurance company,
the source of funds used to purchase the Class [M] [B-1] [B-2] Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995) and there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization, exceed 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition or (iii) the
<PAGE> 230
Purchaser has provided a "Benefit Plan Opinion" satisfactory to The Prudential
Home Mortgage Securities Company, Inc. and the Trustee of the Trust Estate. A
Benefit Plan Opinion is an opinion of counsel to the effect that the proposed
transfer will not (a) cause the assets of the Trust Estate to be regarded as
"plan assets" and subject to the fiduciary responsibility provisions of ERISA or
the prohibited transaction provisions of the Code or Similar Law, (b) give rise
to a fiduciary duty under ERISA, Section 4975 of the Code or Similar Law on the
part of The Prudential Home Mortgage Securities Company, Inc., the Master
Servicer or the Trustee with respect to any Plan or (c) constitute a prohibited
transaction under ERISA or Section 4975 of the Code or Similar Law.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to the validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By: _____________________________
Its: _____________________________
<PAGE> 231
EXHIBIT L
BancBoston Servicing Agreement (Omitted)
First Union Servicing Agreement (Omitted)
GMAC Servicing Agreement (Omitted)
Huntington Servicing Agreement (Omitted)
NationsBanc Servicing Agreement (Omitted)
PHMC Servicing Agreement (Omitted)
SunTrust Servicing Agreement (Omitted)
<PAGE> 232
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL_SERVICING_AND_COLLATERAL_FUND_AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of ________, between Securitized Asset Services
Corporation (the "Company" and "SASCOR") and ____________ (the "Purchaser").
PRELIMINARY STATEMENT
________ is the holder of the entire interest in Securitized Asset Sales,
Inc. Mortgage Pass-Through Certificates, Series____, Class ____ (the "Class B
Certificates"). The Class B Certificates were issued pursuant to a Pooling and
Servicing Agreement dated as of ____ among The Prudential Home Mortgage
Company, Inc., as Seller, Securitized Asset Services Corporation, as Master
Servicer and First Bank National Association as Trustee.
________ intends to resell all of the Class B Certificates directly to the
Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements, the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined_Terms
Whenever used in this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following meanings:
Business_Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on
which banking institutions in the State of New York are required or authorized
by law or executive order to be closed.
Collateral_Fund: The fund established and maintained pursuant to Section
3.01 hereof.
Collateral_Fund_Permitted_Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
<PAGE> 233
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's Ratings Group ("S&P")
or at least P-1 by Moody's Investors Service, Inc. ("Moody's") or (vi) demand
and time deposits in, certificates of deposit of, any depository institution or
trust company (which may be an affiliate of the Company) incorporated under the
laws of the United States of America or any state thereof and subject to
supervision and examination by federal and/or state banking authorities, so long
as at the time of such investment either (x) the long-term debt obligations of
such depository institution or trust company have a rating of at least Aa2 by
Moody's or AA by S&P, (y) the certificate of deposit or other unsecured short-
term debt obligations of such depository institution or trust company have a
rating of at least P-1 by Moody's or A-1 by S&P or (z) the depository
institution or trust company is one that is acceptable to either Moody's or S&P
and, for each of the preceding clauses (i), (iv), (v) and (vi), the maturity
thereof shall be not later than the earlier to occur of (A) 30 days from the
date of the related investment and (B) the next succeeding Distribution Date as
defined in the related Pooling and Servicing Agreement.
Commencement_of_Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, posting, the publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above, (y) the acceptance of a deed-in-lieu of
foreclosure (whether in connection with a sale of the related property or
otherwise) or (z) initiation and completion of a short pay-off.
Current_Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election_to_Delay_Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election_to_Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly_Advances: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
Required_Collateral_Fund_Balance: As of any date of determination, an amount
equal to the aggregate of all amounts previously required to be deposited in the
Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02 (e) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(e) and
<PAGE> 234
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 Definitions_Incorporated_by_Reference
All capitalized terms not otherwise defined in this Agreement shall have the
meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports_and_Notices
(a) In connection with the performance of its duties under the Pooling
and Servicing Agreement relating to the realization upon defaulted Mortgage
Loans, the Company as Master Servicer shall provide to the Purchaser the
following notices and reports:
(i) Within five Business Days after each Distribution Date (or included
in or with the monthly statements to Certificateholders pursuant to the Pooling
and Servicing Agreement), the Company, shall provide to the Purchaser a report,
using the same methodology and calculations in its standard servicing reports,
indicating for the Trust Estate the number of Mortgage Loans that are (A) thirty
days, (B) sixty days, (C) ninety days or more delinquent or (D) in foreclosure,
and indicating for each such Mortgage Loan the loan number and outstanding
principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to provide the Purchaser with a notice (sent by telecopier) of
such proposed and imminent foreclosure, stating the loan number and the
aggregate amount owing under the Mortgage Loan. Such notice may be provided to
the Purchaser in the form of a copy of a referral letter from such Servicer to
an attorney requesting the institution of foreclosure.
(b) If requested by the Purchaser, the Company shall cause, to the
extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement, the related Servicer to make its servicing
personnel available (during their normal business hours) to respond to
reasonable inquiries, by phone or in writing by facsimile, electronic, or
overnight mail transmission, by the Purchaser in connection with any Mortgage
Loan identified in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i)
(D), or (a) (ii) which has been given to the Purchaser; provided, that (1) the
related Servicer shall only be required to provide information that is readily
accessible to its servicing personnel and is non-confidential and (2) the
related Servicer shall respond within five Business Days orally or in writing by
facsimile transmission.
(c) In addition to the foregoing, the Company shall cause, to the extent
that the Company as Master Servicer is granted such authority in the related
Servicing Agreement, the related Servicer to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each Mort-
gage Loan that is at least ninety days delinquent and each Mortgage Loan which
<PAGE> 235
has become real estate owned, through the final liquidation thereof; provided,
that the related Servicer shall only be required to provide information that is
readily accessible to its servicing personnel and is non-confidential provided,
however, that the Purchaser will reimburse the Company and the related Servicer
for any out of pocket expenses.
Section 2.02 Purchaser's_Election_to_Delay_Foreclosure_Proceedings
(a) The Purchaser shall be deemed to direct the Company to cause, to the
extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement, the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In such latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a notice
under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may
elect to instruct the Company to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to delay the Commencement of Foreclosure until such time as the
Purchaser determines that the related Servicer may proceed with the Commencement
of Foreclosure. Such election must be evidenced by written notice received
within 24 hours (exclusive of any intervening non-Business Days) of transmission
of the notice provided by the Company under Section 2.01(a)(ii). Such 24 hour
period shall be extended for no longer than an additional four Business Days
after the receipt of the information if the Purchaser requests additional
information related to such foreclosure; provided, however that the Purchaser
will have at least one Business Day to respond to any requested additional
information. Any such additional information shall (i) be provided only to the
extent it is not confidential in nature and (ii) is obtainable by the related
Servicer from existing reports, certificates or statements or otherwise be
readily accessible to its servicing personnel. The Purchaser agrees that it has
no right to deal with the mortgagor during such period. However, if such
servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as
soon as practicable, but in no event more than 15 business days thereafter, and
shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay Foreclosure,
the Purchaser shall remit by wire transfer to the Company, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to the sum of
(i) 125% of the greater of the unpaid principal balance of the Mortgage Loan and
the value shown in the Current Appraisal referred to in subsection (c) above
(or, if such Current Appraisal has not yet been obtained, the Company's estimate
<PAGE> 236
thereof, in which case the required deposit under this subsection shall be
adjusted upon obtaining such Current Appraisal), and (ii) three months' interest
on the Mortgage Loan at the applicable Mortgage Interest Rate. If any Election
to Delay Foreclosure extends for a period in excess of three months (such excess
period being referred to herein as the "Excess Period"), within two Business
Days the Purchaser shall remit by wire transfer in advance to the Company for
deposit in the Collateral Fund the amount of each additional month's interest,
as calculated by the Company, equal to interest on the Mortgage Loan at the
applicable Mortgage Interest Rate for the Excess Period. The terms of this
Agreement will no longer apply to the servicing of any Mortgage Loan upon the
failure of the Purchaser to deposit any of the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Delay Foreclosure or
within two Business Days of the commencement of the Excess Period subject to
Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company may withdraw from the Collateral Fund
from time to time amounts necessary to reimburse the related Servicer for all
related Monthly Advances and Liquidation Expenses thereafter made by such Ser-
vicer in accordance with the Pooling and Servicing Agreement and the related
Servicing Agreement. To the extent that the amount of any such Liquidation
Expenses is determined by the Company based on estimated costs, and the actual
costs are subsequently determined to be higher, the Company may withdraw the
additional amount from the Collateral Fund. In the event that the Mortgage Loan
is brought current by the mortgagor and the foreclosure action is discontinued,
the amounts so withdrawn from the Collateral Fund shall be redeposited therein
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement as of the date hereof, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than the
delay in Commencement of Foreclosure as provided herein). If and when the
Purchaser shall notify the Company that it believes that it is appropriate to do
so, the related Servicer may proceed with the Commencement of Foreclosure. In
any event, if the Mortgage Loan is not brought current by the mortgagor by the
time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (I) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer if immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account or Lower-Tier Certificate Account as applicable; or (ii) the
related Servicer may proceed with the Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Delay Foreclosure and as to which
the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (f) above, the Company shall calculate the amount, if
any, by which the value shown on the Current Appraisal obtained under subsection
<PAGE> 237
(c) exceeds the actual sales price obtained for the related Mortgaged Property
(net of Liquidation Expenses and accrued interest related to the extended
foreclosure period), and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund in respect of such
Mortgage Loan (after adjustment for all permitted withdrawals and deposits
pursuant to this Agreement) shall be released to the Purchaser
Section 2.03_Purchaser's_Election_to_Commence_Foreclosure_Proceedings
(a) In connection with any Mortgage Loan identified in a report under Sec-
tion 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause, to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement, the related Servicer to proceed with the
Commencement of Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the Company by 5:00 p.m., New York City
time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the Pur-
chaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser and
to the extent that reimbursement therefor from amounts paid by the mortgagor is
not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement as of the date hereof, applicable law or the related
mortgage note. The terms of this Agreement will no longer apply to the servic-
ing of any Mortgage Loan upon the failure of the Purchaser to deposit the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Foreclose subject.to Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Foreclose, the related Servicer shall continue to service the
Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
<PAGE> 238
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forebearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Foreclose and as to which the
related Servicer proceeded with the Commencement of Foreclosure in accordance
with subsection (c) above, the Company shall calculate the amount, if any, by
which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust Estate, the
Purchaser's right to make any Election to Delay Foreclosure or any Election to
Foreclose and the Company's obligations under Section 2.01 shall terminate (i)
at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the respective
rights, obligations and responsibilities of the Purchaser and the Company
hereunder shall terminate upon the later to occur of (i) the final liquidation
of the last Mortgage Loan as to which the Purchaser made any Election to Delay
Foreclosure or any Election to Foreclose and the withdrawal of all remaining
amounts in the Collateral Fund as provided herein and (ii) ten Business Days'
notice. The Purchaser's right to make an election pursuant to Section 2.02 or
Section 2.03 hereof with respect to a particular Mortgage Loan shall terminate
if the Purchaser fails to make any deposit required pursuant to Section 2.02(d)
or 2.03(b) or if the Purchaser fails to make any other deposit to the Collateral
Fund pursuant to this Agreement.
<PAGE> 239
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral_Fund
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Securitized
Asset Services Corporation, as Master Servicer, for the benefit of registered
holders of Securitized Asset Sales, Inc. Mortgage Pass-Through Certificates,
Series ____". Amounts held in the Collateral Fund shall continue to be the
property of the Purchaser, subject to the first priority security interest
granted hereunder for the benefit of the Certificateholders, until withdrawn
from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute to the Purchaser all amounts remaining in the Collateral Fund (after
adjustment for all deposits and permitted withdrawals pursuant to this
Agreement) together with any investment earnings thereonIn the event the
Purchaser has made any Election to Delay Foreclosure or any Election to
Foreclose, prior to any distribution to the Purchaser of all amounts remaining
in the Collateral Fund, funds in the Collateral Fund shall be applied consistent
with the terms of this Agreement.
Section 3.02. Collateral_Fund_Permitted_Investments.
The Company shall, at the written direction of the Purchaser, invest the
funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence
of any direction, the Company shall select such investments in accordance with
the definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03. Grant_of_Security_Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
<PAGE> 240
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by the Company as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file
appropriate continuation statements, or appoint an agent on its behalf to file
such statements, in accordance with applicable law.
Section 3.04. Collateral_Shortfalls.
In the event that amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company immediately upon demand. Such obligation shall constitute a
general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment.
This Agreement may be amended from time to time by the Company and the
Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02. Counterparts.
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 4.03. Governing_Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04. Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
<PAGE> 241
(a) in the case of the Company,
Securitized Asset Services Corporation
7485 New Horizon Way
Frederick, MD 21701
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
________________________________
________________________________
________________________________
________________________________
Attention: ____________________
Section 4.05. Severability_of_Provisions.
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06. Successors_and_Assigns.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07. Article_and_Section_Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Confidentiality.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final, non-
appealable order of court, the pendency of such order the other party will have
received notice of at least five business days prior to the date thereof, or
pursuant to the other party's prior express written consent.
Section 4.09. Indemnification.
<PAGE> 242
The Purchaser agrees to indemnify and hold harmless the Company, SASCOR, and
each Servicer and each person who controls the Company, SASCOR, or a Servicer
and each of their respective officers, directors, affiliates and agents acting
at the Company's, SASCOR's, or a Servicer's direction (the "Indemnified
Parties") against any and all losses, claims, damages or liabilities to which
they may be subject, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of, or are based upon, actions taken by,
or actions not taken by, the Company, SASCOR, or a Servicer, or on their behalf,
in accordance with the provisions of this Agreement and (i) which actions
conflict with the Company's, SASCOR's, or a Servicer's obligations under the
Pooling and Servicing Agreement or the related Servicing Agreement, or (ii) give
rise to securities law liability under federal or state securities laws with
respect to the Certificates. The Purchaser hereby agrees to reimburse the
Indemnified Parties for the reasonable legal or other expenses incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action. The indemnification obligations of the Purchaser hereunder
shall survive the termination or expiration of this Agreement.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to
be signed hereto by their respective officers thereunto duly authorized, all as
of the day and year first above written.
Securitized Asset Services Corporation
By:____________________
Name:____________________
Title:______________________
____________________
By:____________________
Name:____________________
Title:______________________
