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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 20, 1996
Prudential Securities Secured Financing Corporation Trust 1996-1
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(Exact name of registrant as specified in its charter)
New York 33-91148 Application Pending
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
c/o Prudential Securities 10292
Secured Financing ------------------
Corporation (Zip Code)
Attention: Norman Chaleff
One Seaport Plaza
New York, New York
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code (212) 214-1000
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No Change
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
Description of the Certificates and the Mortgage Loans
Prudential Securities Secured Financing Corporation, as
Depositor (the "Depositor") has registered issuances of an aggregate of up to
$500,000,000 on Form S-3. Pursuant to the Registration Statement, Prudential
Securities Secured Financing Corporation Trust 1996-1 issued $54,103,000.00 in
aggregate principal amount of its Mortgage Pass-Through Certificates, Series
1996-1 (the "Certificates"), on March 20, 1996. This Current Report on Form 8-K
is being filed to satisfy an undertaking to file copies of certain agreements
executed in connection with the issuance of the Certificates, the forms of which
were filed as Exhibits to the Registration Statement.
The Certificates were issued pursuant to a Pooling and
Servicing Agreement attached hereto as Exhibit 4.1, dated as of March 1, 1996,
among Prudential Securities Secured Financing Corporation, as Depositor, Home
Loan and Investment Bank, F.S.B., as Servicer, and Bankers Trust Company of
California, N.A., as Trustee. The Series 1996-1 Mortgage Pass-Through
Certificates (the "Certificates") will consist of three classes (each a "Class")
of senior Certificates, the Class A-1 Certificates, the Class A-2 Certificates
and the Class A-3 Certificates (collectively, the "Class A Certificates") and
one Class of subordinated Certificates (the "Class R Certificates"). Only the
Class A Certificates are being offered hereby.
The Certificates will evidence in the aggregate the entire
beneficial ownership interest in a trust fund ("Trust Fund") consisting
primarily of a pool of residential mortgage loans (the "Mortgage Pool"). All of
the Mortgage Loans were acquired by Prudential Securities Secured Financing
Corporation from Home Loan and Investment Bank, F.S.B. pursuant to the
Unaffiliated Seller's Agreement, dated as of March 1, 1996 attached hereto as
Exhibit 10.1.
The original principal amount of the Class A-1 Certificates is
$10,373,000 and the Class A-1 Pass-Through Rate is 6.300% per annum. The
original principal amount of the Class A-2 Certificates is $20,730,000 and the
Class A-2 Pass-Through Rate is 7.225% per annum. The original principal amount
of the Class A-3 Certificates is $23,000,000 and the Class A-3 Pass-Through Rate
is 7.175%.
As of the Closing Date, the Mortgage Loans had the
characteristics described in the Prospectus dated August 4, 1995 and the
Prospectus Supplement dated March 14, 1996 filed pursuant to Rule 424(b)(5) of
the Act with the Commission on March 21, 1996.
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1.1 Underwriting Agreement, dated March 14, 1996 between
Prudential Securities Secured Financing Corporation and Prudential
Securities Incorporated.
4.1 Pooling and Servicing Agreement, dated as of March 1, 1996
among Prudential Securities Secured Financing Corporation, as Depositor, Home
Loan and Investment Bank, F.S.B., as Servicer, and Bankers Trust Company of
California, N.A., as Trustee.
4.3 Certificate Insurance Policy
10.1 Unaffiliated Seller's Agreement, dated as of March
1, 1996 between Home Loan and Investment Bank, F.S.B. and
Prudential Securities Secured Financing Corporation.
23.1 Consent of Coopers & Lybrand regarding financial
statements of Financial Security Assurance Inc. and their report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PRUDENTIAL SECURITIES SECURED FINANCING
CORPORATION TRUST 1996-1
By: Prudential Securities Secured Financing
Corporation, as Depositor
By: /s/ Valerie H. Kay
-------------------------------------------
Name: Valerie H. Kay
Title: Vice President
Dated: April 4, 1996
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
1.1 Underwriting Agreement, dated
March 14, 1996 between Prudential
Securities Secured Financing
Corporation and Prudential
Securities Incorporated.
4.1 Pooling and Servicing Agreement,
dated as of March 1, 1996 among
Prudential Securities Secured
Financing Corporation, as Depositor,
Home Loan and Investment Bank,
F.S.B., as Servicer, and Bankers
Trust Company of California, N.A.,
as Trustee.
4.3 Certificate Insurance Policy
10.1 Unaffiliated Seller's Agreement,
dated as of March 1, 1996 between
Home Loan and Investment Bank, F.S.B.
and Prudential Securities Secured
Financing Corporation.
23.1 Consent of Coopers & Lybrand
regarding financial statements of
Financial Security Assurance Inc.
and their report.
</TABLE>
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EXECUTION COPY
PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION TRUST
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1
UNDERWRITING AGREEMENT
March 14, 1996
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UNDERWRITING AGREEMENT
PRUDENTIAL SECURITIES INCORPORATED
One Seaport Plaza
New York, New York 10292
March 14, 1996
Dear Sirs:
Prudential Securities Secured Financing Corporation (the
"Depositor") proposes, subject to the terms and conditions stated herein and in
the attached Underwriting Agreement Standard Provisions, dated March 14, 1996
(the "Standard Provisions"), between the Depositor and Prudential Securities
Incorporated, to issue and sell to you (the "Underwriter") the Securities
specified in Schedule I hereto (the "Offered Securities"). The Depositor agrees
that each of the provisions of the Standard Provisions is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this Agreement to
the same extent as if such provisions had been set forth in full herein; and
each of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Underwriting Agreement. Each
reference to the Representative herein and in the provisions of the Standard
Provisions so incorporated by reference shall be deemed to refer to you. Unless
otherwise defined herein, terms defined in the Standard Provisions are used
herein as therein defined. The Prospectus Supplement and the accompanying
Prospectus relating to the Offered Securities (together, the "Prospectus") are
incorporated by reference herein.
Subject to the terms and conditions set forth herein and in
the Standard Provisions incorporated herein by reference, the Depositor agrees
to issue and sell to the Underwriter, and the Underwriter agrees to purchase
from the Depositor, at the time and place and at the purchase price to the
Underwriter and in the manner set forth in Schedule I hereto, the entire
original principal balance of the Offered Securities.
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If the foregoing is in accordance with your understanding,
please sign and return to us two counterparts hereof, and upon acceptance hereof
by you, this letter and such acceptance hereof, including the provisions of the
Standard Provisions incorporated herein by reference, shall constitute a binding
agreement between the Underwriter and the Depositor.
Very truly yours,
PRUDENTIAL SECURITIES SECURED
FINANCING CORPORATION
By: /s/ Valerie H. Kay
--------------------------
Name: Valerie H. Kay
Title: Vice President
Accepted as of the date hereof:
PRUDENTIAL SECURITIES INCORPORATED
By: /s/ Shanker Lall
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Name: Shanker Lall
Title: Managing Director
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SCHEDULE I
Title of Offered
Securities: Prudential Securities Secured
Financing Corporation Trust,
Mortgage-Backed Certificates, Series
1996-1, Class A-1, Class A-2 and
Class A-3 (together, the "Class A
Certificates."
Terms of Offered
Securities: The Offered Securities shall have
the terms set forth in the
Prospectus and shall conform in all
material respects to the descrip-
tions thereof contained therein, and
shall be issued pursuant to a
Pooling and Servicing Agreement to
be dated as of the Closing Date
among the Depositor, Home Loan and
Investment Bank, F.S.B, as servicer,
and Bankers Trust Company of
California, N.A., as trustee.
Purchase Price: The purchase price for the Class A-1
Certificates shall be 99.584375% of
the aggregate principal balance of
the Class A-1 Certificates as of the
Closing Date, plus accrued interest
at the rate of 6.300% per annum from
March 1, 1996 to the date of payment
thereof. The purchase price for the
Class A-2 Certificates shall be
99.615625% of the aggregate
principal balance of the Class A-2
Certificates as of the Closing Date,
plus accrued interest at the rate of
7.225% per annum from March 1, 1996
to the date of payment thereof. The
purchase price for the Class A-3
Certificates shall be 99.584375% of
the aggregate principal balance of
the Class A-3 Certificates as of the
Closing Date, plus accrued interest
at the rate of 7.175% per annum from
March 1, 1996 to the date of payment
thereof.
Specified funds for
payment of
Purchase Price: Federal Funds (immediately available
funds).
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Required Rating: Aaa by Moody's Investors Service,
Inc.
AAA by Standard & Poor's Corporation
Closing Date: On or about March 20, 1996 at 11:00
A.M. eastern standard time or at
such other time as the Depositor and
the Underwriter shall agree.
Closing Location: Offices of Dewey Ballantine, 1301
Avenue of the Americas, New York,
New York.
Name and address of
Representative: Designated Representative:
Prudential Securities Incorporated.
Address for Notices,
etc.: One Seaport Plaza
New York, New York 10292
Attn: Norman Chaleff.
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STANDARD PROVISIONS TO UNDERWRITING AGREEMENT
March 14, 1996
From time to time, Prudential Securities Secured Financing
Corporation, a Delaware corporation (the "Depositor") may enter into one or more
underwriting agreements (each, an "Underwriting Agreement") that provide for the
sale of designated securities to the several underwriters named therein (such
underwriters constituting the "Underwriters" with respect to such Underwriting
Agreement and the securities specified therein). The several underwriters named
in an Underwriting Agreement will be represented by one or more representatives
as named in such Underwriting Agreement (collectively, the "Representative").
The term "Representative" also refers to a single firm acting as sole
representative of the Underwriters and to Underwriters who act without any firm
being designated as their representative. The standard provisions set forth
herein (the "Standard Provisions") may be incorporated by reference in any
Underwriting Agreement. This Agreement shall not be construed as an obligation
of the Depositor to sell any securities or as an obligation of any of the
Underwriters to purchase such securities. The obligation of the Depositor to
sell any securities and the obligation of any of the Underwriters to purchase
any of the securities shall be evidenced by the Underwriting Agreement with
respect to the securities specified therein. An Underwriting Agreement shall be
in the form of an executed writing (which may be in counterparts), and may be
evidenced by an exchange of telegraphic communications or any other rapid
transmission device designed to produce a written record of the communications
transmitted. The obligations of the underwriters under this Agreement and each
Underwriting Agreement shall be several and not joint. Unless otherwise defined
herein, the terms defined in the Underwriting Agreement are used herein as
defined in the Prospectus referred to below.
1. The Offered Securities. The Depositor proposes to sell
pursuant to the applicable Underwriting Agreement to the several Underwriters
named therein mortgage pass-through certificates (the "Securities") representing
beneficial ownership interests in a trust, the trust property of which consists
of a pool of Mortgage Loans and certain related property. The Securities will be
issued pursuant to a pooling and servicing agreement (the "Pooling and Servicing
Agreement") by and among the Depositor, Home Loan and Investment Bank, F.S.B.
(the "Servicer") and Bankers Trust Company of California, N.A., as trustee (the
"Trustee").
The terms and rights of any particular issuance of Securities
shall be as specified in the Underwriting Agreement relating thereto and in or
pursuant to the Pooling and
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Servicing Agreement identified in such Underwriting Agreement. The Securities
which are the subject of any particular Underwriting Agreement into which this
Agreement is incorporated are herein referred to as the "Offered Securities."
The Depositor has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (File No.
33-91148), including a prospectus relating to the Securities under the
Securities Act of 1933, as amended (the "1933 Act"). The term "Registration
Statement" means such registration statement as amended to the date of the
Underwriting Agreement. The term "Basic Prospectus" means the prospectus
included in the Registration Statement. The term "Prospectus" means the Basic
Prospectus together with the prospectus supplement specifically relating to the
Offered Securities, as first filed with the Commission pursuant to Rule 424. The
term "Preliminary Prospectus" means a preliminary prospectus supplement
specifically relating to the Offered Securities together with the Basic
Prospectus.
2. Offering by the Underwriters. Upon the execution of the
Underwriting Agreement applicable to any Offered Securities and the
authorization by the Representative of the release of such Offered Securities,
the several Underwriters propose to offer for sale to the public the Offered
Securities at the prices and upon the terms set forth in the Prospectus.
3. Purchase, Sale and Delivery of the Offered Securities.
Unless otherwise specified in the Underwriting Agreement, payment for the
Offered Securities shall be made by certified or official bank check or checks
payable to the order of the Depositor in immediately available or next day
funds, at the time and place set forth in the Underwriting Agreement, upon
delivery to the Representative for the respective accounts of the several
Underwriters of the Offered Securities registered in definitive form and in such
names and in such denominations as the Representative shall request in writing
not less than five full business days prior to the date of delivery. The time
and date of such payment and delivery with respect to the Offered Securities are
herein referred to as the "Closing Date".
4. Conditions of the Underwriters' Obligations. The respective
obligations of the several Underwriters pursuant to the Underwriting Agreement
shall be subject, in the discretion of the Representative, to the accuracy in
all material respects of the representations and warranties of the Depositor
contained herein as of the date of the Underwriting Agreement and as of the
Closing Date as if made on and as of the Closing Date, to the accuracy in all
material respects of the statements of the officers of the Depositor and the
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Servicer made in any certificates pursuant to the provisions hereof and of the
Underwriting Agreement, to the performance by the Depositor of its covenants and
agreements contained herein and to the following additional conditions
precedent:
(a) All actions required to be taken and all filings required
to be made by or on behalf of the Depositor under the 1933 Act
and the Securities Exchange Act of 1934, as amended (the "1934
Act") prior to the sale of the Offered Securities shall have
been duly taken or made.
(b) (i) No stop order suspending the effectiveness of the
Registration Statement shall be in effect; (ii) no proceedings
for such purpose shall be pending before or threatened by the
Commission, or by any authority administering any state
securities or "Blue Sky" laws; (iii) any requests for
additional information on the part of the Commission shall
have been complied with to the Representative's reasonable
satisfaction, (iv) since the respective dates as of which
information is given in the Registration Statement and the
Prospectus except as otherwise stated therein, there shall
have been no material adverse change in the condition,
financial or otherwise, earnings, affairs, regulatory
situation or business prospects of the Depositor; (v) there
are no material actions, suits or proceedings pending before
any court or governmental agency, authority or body or
threatened, affecting the Depositor or the transactions
contemplated by the Underwriting Agreement; (vi) the Depositor
is not in violation of its charter or its by-laws or in
default in the performance or observance of any obligation,
agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other
instrument to which it is a party or by which it or its
properties may be bound, which violations or defaults
separately or in the aggregate would have a material adverse
effect on the Depositor; and (vii) the Representative shall
have received, on the Closing Date a certificate, dated the
Closing Date and signed by an executive officer of the
Depositor, to the foregoing effect.
(c) Subsequent to the execution of the Underwriting Agreement,
there shall not have occurred any of the following: (i) if at
or prior to the Closing Date, trading in securities on the New
York Stock Exchange shall have been suspended or any material
limitation in trading in securities
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generally shall have been established on such exchange, or a
banking moratorium shall have been declared by New York or
United States authorities; (ii) if at or prior to the Closing
Date, there shall have been an outbreak or escalation of
hostilities between the United States and any foreign power,
or of any other insurrection or armed conflict involving the
United States which results in the declaration of a national
emergency or war, and, in the reasonable opinion of the
Representative, makes it impracticable or inadvisable to offer
or sell the Offered Securities or (iii) if at or prior to the
Closing Date, a general moratorium on commercial banking
activities in New York shall have been declared by either
Federal or New York State authorities.
(d) The Representative shall have received, on the Closing
Date, a certificate dated the Closing Date and signed by an
executive officer of the Depositor to the effect that attached
thereto is a true and correct copy of the letter from each
nationally recognized statistical rating organization (as that
term is defined by the Commission for purposes of Rule
436(g)(2) under the 1933 Act) that rated the Offered
Securities and confirming that, unless otherwise specified in
the Underwriting Agreement, the Offered Securities have been
rated in the highest rating categories by each such
organization and that each such rating has not been rescinded
since the date of the applicable letter.
(e) The Representative shall have received, on the Closing
Date, an opinion of Dewey Ballantine, special counsel for the
Depositor, dated the Closing Date, in form and substance
satisfactory to the Representative and containing opinions
substantially to the effect set forth in Exhibit A hereto.
(f) The Representative shall have received, on the Closing
Date, an opinion of counsel for the Servicer, dated the
Closing Date, in form and substance satisfactory to the
Representative and counsel for the Underwriters and containing
opinions substantially to the effect set forth in Exhibit B
hereto.
(g) The Representative shall have received, on the Closing
Date, an opinion of counsel for the Trustee, dated the Closing
Date, in form and substance satisfactory to the Representative
and counsel for the Underwriters and containing
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opinions substantially to the effect set forth in
Exhibit C hereto.
(h) The Representative shall have received, on the Closing
Date, an opinion of Dewey Ballantine, counsel for the
Underwriters, dated the Closing Date, with respect to the
incorporation of the Depositor, the validity of the Offered
Securities, the Registration Statement, the Prospectus and
other related matters as the Underwriters may reasonably
require, and the Depositor shall have furnished to such
counsel such documents as they request for the purpose of
enabling them to pass upon such matters.
(i) The Representative shall have received, on or prior to the
date of first use of the prospectus supplement relating to the
Offered Securities, and on the Closing Date if requested by
the Representative, letters of independent accountants of the
Depositor in the form and reflecting the performance of the
procedures previously requested by the Representative.
(j) The Depositor shall have furnished or caused to be
furnished to the Representative on the Closing Date a
certificate of an executive officer of the Depositor
satisfactory to the Representative as to the accuracy of the
representations and warranties of the Depositor herein at and
as of such Closing Date as if made as of such date, as to the
performance by the Depositor of all of its obligations
hereunder to be performed at or prior to such Closing Date,
and as to such other matters as the Representative may
reasonably request;
(k) The Servicer shall have furnished or caused to be
furnished to the Representative on the Closing Date a
certificate of officers of such Servicer in form and substance
reasonably satisfactory to the Representative;
(l) The Certificate Insurance Policy shall have been duly
executed and issued at or prior to the Closing Date and shall
conform in all material respects to the description thereof in
the Prospectus Supplement.
(m) The Representative shall have received, on the Closing
Date, an opinion of counsel to Financial Security Assurance
Inc. ("the Certificate Insurer"), dated the Closing Date, in
form and substance satisfactory to the Representative and
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counsel for the Underwriters and containing opinions
substantially to the effect set forth in Exhibit D hereto.
(n) On or prior to the Closing Date there shall not have
occurred any downgrading, nor shall any notice have been given
of (i) any intended or potential downgrading or (ii) any
review or possible change in rating the direction of which has
not been indicated, in the rating accorded the Certificate
Insurer's claims paying ability by any "nationally recognized
statistical rating organization," as such term is defined for
purposes of the 1933 Act.
(o) There has not occurred any change, or any development
involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations, since
December 31, 1993, of the Certificate Insurer, that is in the
Representative's judgment material and adverse and that makes
it in the Representative's judgment impracticable to market
the Offered Securities on the terms and in the manner
contemplated in the Prospectus.
(p) The Representative shall have received, on the Closing
Date, a certificate dated the Closing Date and signed by the
President, a senior vice president or a vice president of the
Certificate Insurer to the effect that the signer of such
certificate has carefully examined the Certificate Insurance
Policy, the Indemnification Agreement dated the Closing Date
(the "Indemnification Agreement") among the Servicer, the
Underwriter, the Depositor and the Certificate Insurer and the
related documents and that, to the best of his or her
knowledge based on reasonable investigation:
(i) there are no actions, suits or proceedings pending or
threatened against or affecting the Certificate Insurer which,
if adversely determined, individually or in the aggregate,
would adversely affect the Certificate Insurer's performance
under the Certificate Insurance Policy or the Indemnification
Agreement;
(ii) each person who as an officer or representative of the
Certificate Insurer, signed or signs the Certificate Insurance
Policy, the Indemnification Agreement or any other document
delivered pursuant hereto, on the date thereof, or on the
Closing Date, in connection with the
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transactions described in this Agreement was, at the
respective times of such signing and delivery, and is now,
duly elected or appointed, qualified and acting as such
officer or representative, and the signatures of such persons
appearing on such documents are their genuine signatures;
(iii) the information contained in the Prospectus under the
caption "THE CERTIFICATE INSURANCE POLICY AND THE CERTIFICATE
INSURER" is true and correct in all material respects and does
not omit to state a material fact with respect to the
description of the Certificate Insurance Policy or the ability
of the Certificate Insurer to meet its payment obligations
under the Certificate Insurance Policy;
(iv) the tables regarding the Certificate Insurer's
capitalization set forth under the heading "THE CERTIFICATE
INSURANCE POLICY AND THE CERTIFICATE INSURER" present fairly
the capitalization of the Certificate Insurer as of September
30, 1995;
(v) on or prior to the Closing Date, there has been no
downgrading, nor has any notice been given of (i) any intended
or potential downgrading or (ii) any review or possible
changes in rating the direction of which has not been
indicated, in the rating accorded the claims paying ability of
the Certificate Insurer by any "nationally recognized
statistical rating organization," as such term is defined for
purposes of the 1933 Act;
(vi) the audited balance sheet of the Certificate Insurer as
of December 31, 1994 and the related statement of income and
retained earnings for the fiscal year then ended, and the
accompanying footnotes, together with an opinion thereon dated
January 16, 1995 of Coopers & Lybrand, independent
certificated public accountants, copies of which are included
in the Prospectus, fairly present in all material respects the
financial condition of the Certificate Insurer as of such date
and for the period covered by such statements in accordance
with generally accepted accounting principles consistently
applied.
(vii) to the best knowledge of such officer, since December
31, 1994, no material adverse change has occurred in the
financial position of the Certificate Insurer other than as
set forth in the Prospectus.
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The officer of the Certificate Insurer certifying to items
(v)-(vii) shall be an officer in charge of a principal
financial function. The Certificate Insurer shall attach to
such certificate a true and correct copy of its certificate or
articles of incorporation, as appropriate, and its bylaws, all
of which are in full force and effect on the date of such
certificate.
(q) The Representative shall have been furnished such further
information, certificates, documents and opinions as the
Representative may reasonably request.
5. Covenants of the Depositor. In further consideration of the
agreements of the Underwriters contained in the Underwriting Agreement, the
Depositor covenants as follows:
(a) To furnish the Representative, without charge, copies of
the Registration Statement and any amendments thereto
including exhibits and as many copies of the Prospectus and
any supplements and amendments thereto as the Representative
may from time to time reasonably request.
(b) Immediately following the execution of the Underwriting
Agreement, the Depositor will prepare a prospectus supplement
setting forth the principal amount, notional amount or stated
amount, as applicable, of Offered Securities covered thereby,
the price at which the Offered Securities are to be purchased
by the Underwriters from the Depositor, either the initial
public offering price or prices or the method by which the
price or prices at which the Offered Securities are to be sold
will be determined, the selling concessions and reallowances,
if any, any delayed delivery arrangements, and such other
information as the Representative and the Depositor deem
appropriate in connection with the offering of the Offered
Securities, but the Depositor will not file any amendment to
the Registration Statement or any supplement to the Prospectus
of which the Representative shall not previously have been
advised and furnished with a copy a reasonable time prior to
the proposed filing or to which the Representative shall have
reasonably objected. The Depositor will use its best efforts
to cause any amendment to the Registration Statement to become
effective as promptly as possible. During the time when a
Prospectus is required to be delivered under the 1933 Act, the
Depositor will comply so far as
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it is able with all requirements imposed upon it by the 1933
Act and the rules and regulations thereunder to the extent
necessary to permit the continuance of sales or of dealings in
the Offered Securities in accordance with the provisions
hereof and of the Prospectus, and the Depositor will prepare
and file with the Commission, promptly upon request by the
Representative, any amendments to the Registration Statement
or supplements to the Prospectus which may be necessary or
advisable in connection with the distribution of the Offered
Securities by the Underwriters, and will use its best efforts
to cause the same to become effective as promptly as possible.
The Depositor will advise the Representative, promptly after
it receives notice thereof, of the time when any amendment to
the Registration Statement or any amended Registration
Statement has become effective or any supplement to the
Prospectus or any amended Prospectus has been filed. The
Depositor will advise the Representative, promptly after it
receives notice or obtains knowledge thereof, of the issuance
by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any order
preventing or suspending the use of any Preliminary Prospectus
or the Prospectus, or the suspension of the qualification of
the Offered Securities for offering or sale in any
jurisdiction, or of the initiation or threatening of any
proceeding for any such purpose, or of any request made by the
Commission for the amending or supplementing of the
Registration Statement or the Prospectus or for additional
information, and the Depositor will use its best efforts to
prevent the issuance of any such stop order or any order
suspending any such qualification, and if any such order is
issued, to obtain the lifting thereof as promptly as possible.
(c) If, at any time when a prospectus relating to the Offered
Securities is required to be delivered under the 1933 Act, any
event occurs as a result of which the Prospectus as then
amended or supplemented would include any untrue statement of
a material fact, or omit to state any material fact required
to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they
were made, not misleading, or if it is necessary for any other
reason to amend or supplement the Prospectus to comply with
the 1933 Act, to promptly notify the Representative thereof
and upon their request to prepare and file with the
Commission, at the
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Depositor's own expense, an amendment or supplement which will
correct such statement or omission or any amendment which will
effect such compliance.
(d) During the period when a prospectus is required by law to
be delivered in connection with the sale of the Offered
Securities pursuant to the Underwriting Agreement, the
Depositor will file, on a timely and complete basis, all
documents that are required to be filed by the Depositor with
the Commission pursuant to Sections 13, 14, or 15(d) of the
1934 Act.
(e) To qualify the Offered Securities for offer and sale under
the securities or "Blue Sky" laws of such jurisdictions as the
Representative shall reasonably request and to pay all
expenses (including fees and disbursements of counsel) in
connection with such qualification of the eligibility of the
Offered Securities for investment under the laws of such
jurisdictions as the Representative may designate provided
that in connection therewith the Depositor shall not be
required to qualify to do business or to file a general
consent to service of process in any jurisdiction.
(f) To make generally available to the Depositor's security
holders, as soon as practicable, but in any event not later
than eighteen months after the date on which the filing of the
Prospectus, as amended or supplemented, pursuant to Rule 424
under the 1933 Act first occurs, an earnings statement of the
Depositor covering a twelve-month period beginning after the
date of the Underwriting Agreement, which shall satisfy the
provisions of Section 11(a) of the 1933 Act and the applicable
rules and regulations of the Commission thereunder (including
at the option of the Depositor Rule 158).
(g) For so long as any of the Offered Securities remain
outstanding, to furnish to the Representative upon request in
writing copies of such financial statements and other periodic
and special reports as the Depositor may from time to time
distribute generally to its creditors or the holders of the
Offered Securities and to furnish to the Representative copies
of each annual or other report the Depositor shall be required
to file with the Commission.
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(h) For so long as any of the Offered Securities remain
outstanding, the Depositor will, or will cause the Servicer
to, furnish to the Representative, as soon as available, a
copy of (i) the annual statement of compliance delivered by
the Servicer to the Trustee under the applicable Pooling and
Servicing Agreement, (ii) the annual independent public
accountants' servicing report furnished to the Trustee
pursuant to the applicable Pooling and Servicing Agreement,
(iii) each report regarding the Offered Securities mailed to
the holders of such Securities, and (iv) from time to time,
such other information concerning such Securities as the
Representative may reasonably request.
6. Representations and Warranties of the Depositor. The
Depositor represents and warrants to, and agrees with, each Underwriter, as of
the date of the Underwriting Agreement, as follows:
(a) The Registration Statement including a prospectus relating
to the Securities and the offering thereof from time to time
in accordance with Rule 415 under the 1933 Act has been filed
with the Commission and such Registration Statement, as
amended to the date of the Underwriting Agreement, has become
effective. No stop order suspending the effectiveness of such
Registration Statement has been issued and no proceeding for
that purpose has been initiated or threatened by the
Commission. A prospectus supplement specifically relating to
the Offered Securities will be filed with the Commission
pursuant to Rule 424 under the 1933 Act; provided, however,
that a supplement to the Prospectus prepared pursuant to
Section 5(b) hereof shall be deemed to have supplemented the
Basic Prospectus only with respect to the Offered Securities
to which it relates. The conditions to the use of a
registration statement on Form S-3 under the 1933 Act, as set
forth in the General Instructions on Form S-3, and the
conditions of Rule 415 under the 1933 Act, have been satisfied
with respect to the Depositor and the Registration Statement.
There are no contracts or documents of the Depositor that are
required to be filed as exhibits to the Registration Statement
pursuant to the 1933 Act or the rules and regulations
thereunder that have not been so filed.
(b) On the effective date of the Registration Statement, the
Registration Statement and the Basic
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<PAGE> 17
Prospectus conformed in all material respects to the
requirements of the 1933 Act and the rules and regulations
thereunder, and did not include any untrue statement of a
material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein
not misleading; on the date of the Underwriting Agreement and
as of the Closing Date, the Registration Statement and the
Prospectus conform, and as amended or supplemented, if
applicable, will conform in all material respects to the
requirements of the 1933 Act and the rules and regulations
thereunder, and on the date of the Underwriting Agreement and
as of the Closing Date, neither of such documents includes any
untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to
make the statements therein not misleading, and neither of
such documents as amended or supplemented, if applicable, will
include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or
necessary to make the statements therein not misleading;
provided, however, that the foregoing does not apply to
statements or omissions in any of such documents based upon
written information furnished to the Depositor by any
Underwriter specifically for use therein.
(c) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, except
as otherwise stated therein, there has been no material
adverse change in the condition, financial or otherwise,
earnings, affairs, regulatory situation or business prospects
of the Depositor, whether or not arising in the ordinary
course of the business of the Depositor.
(d) The Depositor has been duly organized and is validly
existing as a corporation in good standing under the laws of
the State of Delaware.
(e) The Depositor has all requisite power and authority
(corporate and other) and all requisite authorizations,
approvals, order, licenses, certificates and permits of and
from all government or regulatory officials and bodies to own
its properties, to conduct its business as described in the
Registration Statement and the Prospectus and to execute,
deliver and perform this Agreement, the Underwriting
Agreement, the Pooling and Servicing Agreement and, if
applicable, the Custodial Agreement, except such as may be
required under
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<PAGE> 18
state securities or Blue Sky laws in connection with the
purchase and distribution by the Underwriter of the Offered
Securities; all such authorizations, approvals, orders,
licenses, certificates are in full force and effect and
contain no unduly burdensome provisions; and, except as set
forth or contemplated in the Registration Statement or the
Prospectus, there are no legal or governmental proceedings
pending or, to the best knowledge of the Depositor, threatened
that would result in a material modification, suspension or
revocation thereof.
(f) The Offered Securities have been duly authorized, and when
the Offered Securities are issued and delivered pursuant to
the Underwriting Agreement, the Offered Securities will have
been duly executed, issued and delivered and will be entitled
to the benefits provided by the applicable Pooling and
Servicing Agreement, subject, as to the enforcement of
remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium and other laws affecting the rights of
creditors generally, and to general principles of equity
(regardless of whether the entitlement to such benefits is
considered in a proceeding in equity or at law), and will
conform in substance to the description thereof contained in
the Registration Statement and the Prospectus, and will in all
material respects be in the form contemplated by the Pooling
and Servicing Agreement.
(g) The execution and delivery by the Depositor of this
Agreement, the Underwriting Agreement and the Pooling and
Servicing Agreement are within the corporate power of the
Depositor and neither the execution and delivery by the
Depositor of this Agreement, the Underwriting Agreement and
the Pooling and Servicing Agreement nor the consummation by
the Depositor of the transactions therein contemplated, nor
the compliance by the Depositor with the provisions thereof,
will conflict with or result in a breach of, or constitute a
default under, the charter or the by-laws of the Depositor or
any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the Depositor
or its properties, or any of the provisions of any indenture,
mortgage, contract or other instrument to which the Depositor
is a party or by which it is bound, or will result in the
creation or imposition of a lien, charge or encumbrance upon
any of its property pursuant to the terms of any such
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<PAGE> 19
indenture, mortgage, contract or other instrument, except such
as have been obtained under the 1933 Act and such consents,
approvals, authorizations, registrations or qualifications as
may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Offered
Securities by the Underwriters.
(h) The Underwriting Agreement has been, and at the Closing
Date the Pooling and Servicing Agreement will have been, duly
authorized, executed and delivered by the Depositor.
(i) At the Closing Date, each of the Underwriting Agreement
and the Pooling and Servicing Agreement will constitute a
legal, valid and binding obligation of the Depositor,
enforceable against the Depositor, in accordance with its
terms, subject, as to the enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium
and other laws affecting the rights of creditors generally,
and to general principles of equity and the discretion of the
court (regardless of whether the enforcement of such remedies
is considered in a proceeding in equity or at law).
(j) No filing or registration with, notice to, or consent,
approval, non-disapproval, authorization or order or other
action of, any court or governmental authority or agency is
required for the consummation by the Depositor of the
transactions contemplated by the Underwriting Agreement or the
Pooling and Servicing Agreement, except such as have been
obtained and except such as may be required under the 1933
Act, the rules and regulations thereunder, or state securities
or "Blue Sky" laws, in connection with the purchase and
distribution of the Offered Securities by the Underwriters.
(k) The Depositor owns or possesses or has obtained all
material governmental licenses, permits, consents, orders,
approvals and other authorizations necessary to lease, own or
license, as the case may be, and to operate, its properties
and to carry on its business as presently conducted and has
received no notice of proceedings relating to the revocation
of any such license, permit, consent, order or approval, which
singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would materially adversely affect
the conduct of the business,
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<PAGE> 20
results of operations, net worth or condition (financial or
otherwise) of the Depositor.
(l) Other than as set forth or contemplated in the Prospectus,
there are no legal or governmental proceedings pending to
which the Depositor is a party or of which any property of the
Depositor is the subject which, if determined adversely to the
Depositor would individually or in the aggregate have a
material adverse effect on the condition (financial or
otherwise), earnings, affairs, or business or business
prospects of the Depositor and, to the best of the Depositor's
knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others.
(m) Each of the Offered Securities will, when issued, be a
"mortgage related security" as such term is defined in Section
3(a)(41) of the 1934 Act.
(n) At the Closing Date or any Subsequent Transfer Date, as
the case may be, each of the Mortgage Loans which is a subject
of the Pooling and Servicing Agreement and all such Mortgage
Loans in the aggregate will meet the criteria for selection
described in the Prospectus, and at the Closing Date or any
Subsequent Transfer Date, as the case may be, the
representations and warranties made by the Depositor in such
Pooling and Servicing Agreement will be true and correct as of
such date.
(o) At the time of execution and delivery of the Pooling and
Servicing Agreement and on any Subsequent Transfer Date, as
the case may be, the Depositor will have good and marketable
title to the Mortgage Loans being transferred to the Trustee
pursuant to the Pooling and Servicing Agreement, free and
clear of any lien, mortgage, pledge, charge, encumbrance,
adverse claim or other security interest (collectively
"Liens"), and will not have assigned to any person any of its
right, title or interest in such Mortgage Loans or in such
Pooling and Servicing Agreement or the Offered Securities
being issued pursuant thereto, the Depositor will have the
power and authority to transfer such Mortgage Loans to the
Trustee and to transfer the Offered Securities to each of the
Underwriters, and, upon execution and delivery to the Trustee
of the Pooling and Servicing Agreement and delivery to each of
the Underwriters of the Offered Securities, and on any
Subsequent Transfer Date, as the case may be, the Trustee will
have
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good and marketable title to the Mortgage Loans and each of
the Underwriters will have good and marketable title to the
Offered Securities, in each case free and clear of any Liens.
(p) The Pooling and Servicing Agreement is not required to be
qualified under the Trust Indenture Act of 1939, as amended,
and the Trust Fund (as defined in the Pooling and Servicing
Agreement) is not required to be registered under the
Investment Company Act of 1940, as amended.
(q) Any taxes, fees and other governmental charges in
connection with the execution, delivery and issuance of the
Underwriting Agreement, this Agreement, the Pooling and
Servicing Agreement and the Offered Securities have been or
will be paid at or prior to the Closing Date.
7. Indemnification and Contribution.
(a) The Depositor agrees to indemnify and hold harmless each
Underwriter (including Prudential Securities Incorporated
acting in its capacity as Representative and as one of the
Underwriters), and each person, if any, who controls any
Underwriter within the meaning of the 1933 Act, against any
losses, claims, damages or liabilities, joint or several, to
which such Underwriter or such controlling person may become
subject under the 1933 Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in
the Registration Statement, any Preliminary Prospectus, the
Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and
will reimburse each Underwriter and each such controlling
person for any legal or other expenses reasonably incurred by
such Underwriter or such controlling person in connection with
investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Depositor
will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is
based upon any untrue statement or alleged untrue statement or
omission or alleged omission made in the Registration
Statement, any Preliminary Prospectus, the
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<PAGE> 22
Prospectus or any amendment or supplement thereto in reliance
upon and in conformity with (1) written information furnished
to the Depositor by any Underwriter through the Representative
specifically for use therein or (2) information regarding the
Mortgage Loans except to the extent that the Depositor has
been indemnified by the Servicer. This indemnity agreement
will be in addition to any liability which the Depositor may
otherwise have.
(b) Each Underwriter will indemnify and hold harmless the
Depositor, each of the Depositor's directors, each of the
Depositor's officers who signed the Registration Statement and
each person, if any, who controls the Depositor, within the
meaning of the 1933 Act, against any losses, claims, damages
or liabilities to which the Depositor, or any such director,
officer or controlling person may become subject, under the
1933 Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration
Statement, any Preliminary Prospectus, the Prospectus, or any
amendment or supplement thereto, or any other prospectus
relating to the Offered Securities, or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to
the extent, but only to the extent, that such untrue
statements or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with
written information furnished to the Depositor by any
Underwriter through the Representative specifically for use
therein; and each Underwriter will reimburse any legal or
other expenses reasonably incurred by the Depositor or any
such director, officer or controlling person in connection
with investigating or defending any such loss, claim, damage,
liability or action. This indemnity agreement will be in
addition to any liability which such Underwriter may otherwise
have. The Depositor acknowledges that the statements set forth
under the caption "Plan of Distribution" in the Prospectus
Supplement constitute the only information furnished to the
Depositor by or on behalf of any Underwriter for use in the
Registration Statement, any Preliminary Prospectus or the
Prospectus, and each of the
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several Underwriters represents and warrants that
such statements are correct as to it.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7,
notify the indemnifying party of the commencement thereof, but
the omission to so notify the indemnifying party will not
relieve the indemnifying party from any liability which the
indemnifying party may have to any indemnified party hereunder
except to the extent such indemnifying party has been
prejudiced thereby. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof with counsel
satisfactory to such indemnified party. After notice from the
indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section 7
for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other
than reasonable costs of investigation; provided, however,
that the Representative shall have the right to employ
separate counsel to represent the Representative, those other
Underwriters and their respective controlling persons who may
be subject to liability arising out of any claim in respect of
which indemnity may be sought by the Underwriters against the
Depositor under this Section 7 if, in the reasonable judgment
of the Representative, it is advisable for the Representative
and those Underwriters and controlling persons to be
represented by separate counsel, and in that event the fees
and expenses of such separate counsel shall be paid by the
Depositor (it being understood, however, that the Depositor
shall not, in connection with any one such claim or separate
but substantially similar or related claim in the same
jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses
of more than one separate firm of attorneys at any time for
the Representative and those Underwriters and controlling
persons).
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<PAGE> 24
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in
the preceding parts of this Section 7 is for any reason held
to be unavailable to or insufficient to hold harmless an
indemnified party under subsection (a) or (b) above in respect
of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then the indemnifying
party shall contribute to the amount paid or payable by the
indemnified party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof); provided,
however, that no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. In determining the amount
of contribution to which the respective parties are entitled,
there shall be considered the relative benefits received by
the Depositor on the one hand, and the Underwriters on the
other, from the offering of the Offered Securities (taking
into account the portion of the proceeds of the offering
realized by each), the Depositor's and the Underwriters'
relative knowledge and access to information concerning the
matter with respect to which the claim was asserted, the
opportunity to correct and prevent any statement or omission,
and any other equitable considerations appropriate in the
circumstances. The Depositor and the Underwriters agree that
it would not be equitable if the amount of such contribution
were determined by pro rata or per capita allocation (even if
the Underwriters were treated as one entity for such purpose).
No Underwriter or person controlling such Underwriter shall be
obligated to make contribution hereunder which in the
aggregate exceeds the total public offering price of the
Offered Securities purchased by such Underwriter under the
Underwriting Agreement, less the aggregate amount of any
damages which such Underwriter and its controlling persons
have otherwise been required to pay in respect of the same or
any substantially similar claim. The Underwriters' obligation
to contribute hereunder are several in proportion to their
respective underwriting obligations and not joint. For
purposes of this Section 7, each person, if any, who controls
an Underwriter within the meaning of Section 15 of the 1933
Act shall have the same rights to contribution as such
Underwriter, and each director of the Depositor, each officer
of the Depositor who signed the Registration Statement,
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<PAGE> 25
and each person, if any, who controls the Depositor within the
meaning of Section 15 of the 1933 Act, shall have the same
rights to contribution as the Depositor.
(e) The parties hereto agree that the first sentence of
Section 5 of the Indemnification Agreement (the
"Indemnification Agreement") dated as of the Closing Date
among the Certificate Insurer, the Servicer, the Depositor and
the Underwriter shall not be construed as limiting the
Depositor's right to enforce its rights under Section 7 of
this Agreement. The parties further agree that, as between the
parties hereto, to the extent that the provisions of Section
4, 5 and 6 of the Indemnification Agreement conflict with
Section 7 hereof, the provisions of Section 7 hereof shall
govern.
(f) Each Underwriter agrees to provide the Depositor no later
the date on which the Prospectus Supplement is required to be
filed pursuant to Rule 424 with a copy of its Derived
Information (defined below) for filing with the Commission on
Form 8-K.
(g) Each Underwriter severally agrees, assuming all
Depositor-Provided Information (defined below) is accurate and
complete in all material respects, to indemnify and hold
harmless the Depositor, its respective officers and directors
and each person who controls the Depositor within the meaning
of the Securities Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to
which they may become subject under the Securities Act or the
Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement of a material
fact contained in the Derived Information provided by such
Underwriter, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made,
not misleading, and agrees to reimburse each such indemnified
party for any legal or other expenses reasonably incurred by
him, her or it in connection with investigating or defending
or preparing to defend any such loss, claim, damage, liability
or action as such expenses are incurred. The obligations of an
Underwriter under this Section
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8(E) shall be in addition to any liability which such
Underwriter may otherwise have.
The procedures set forth in Section 8(C) shall be equally
applicable to this Section 8(E).
For purposes of this Section 8, the term "Derived Information"
means such portion, if any, of the information delivered to the Depositor
pursuant to Section 8(D) for filing with the Commission on Form 8-K as: (i) is
not contained in the Prospectus without taking into account information
incorporated therein by reference; and (ii) does not constitute
Depositor-Provided Information. "Depositor- Provided Information" means any
computer tape furnished to the Underwriter by the Depositor concerning the
assets comprising the Trust.
8. Survival of Certain Representations and Obligations. The
respective representations, warranties, agreements, covenants, indemnities and
other statements of the Depositor, its officers and the several Underwriters set
forth in, or made pursuant to, the Underwriting Agreement shall remain in full
force and effect, regardless of any investigation, or statement as to the result
thereof, made by or on behalf of any Underwriter, the Depositor, or any of the
officers or directors or any controlling person of any of the foregoing, and
shall survive the delivery of and payment for the Offered Securities.
9. Termination.
(a) The Underwriting Agreement may be terminated by the
Depositor by notice to the Representative in the event that a
stop order suspending the effectiveness of the Registration
Statement shall have been issued or proceedings for that
purpose shall have been instituted or threatened.
(b) The Underwriting Agreement may be terminated by the
Representative by notice to the Depositor in the event that
the Depositor shall have failed, refused or been unable to
perform all obligations and satisfy all conditions to be
performed or satisfied hereunder by the Depositor at or prior
to the Closing Date.
(c) Termination of the Underwriting Agreement pursuant to this
Section 9 shall be without liability of any party to any other
party other than as provided in Sections 7 and 11 hereof.
10. Default of Underwriters. If any Underwriter or
Underwriters defaults or default in their obligation to
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<PAGE> 27
purchase Offered Securities which it or they have agreed to purchase under the
Underwriting Agreement and the aggregate principal amount of the Offered
Securities which such defaulting Underwriter or Underwriters agreed but failed
to purchase is ten percent or less of the aggregate principal amount, notional
amount or stated amount, as applicable, of the Offered Securities to be sold
under the Underwriting Agreement, as the case may be, the other Underwriters
shall be obligated severally in proportion to their respective commitments under
the Underwriting Agreement to purchase the Offered Securities which such
defaulting Underwriter or Underwriters agreed but failed to purchase. If any
Underwriter or Underwriters so defaults or default and the aggregate principal
amount of the Offered Securities with respect to which such default or defaults
occurs or occur is more than ten percent of the aggregate principal amount,
notional amount or stated amount, as applicable, of Offered Securities to be
sold under the Underwriting agreement, as the case may be, and arrangements
satisfactory to the Representative and the Depositor for the purchase of such
Offered Securities by other persons (who may include one or more of the
non-defaulting Underwriters including the Representative) are not made within 36
hours after any such default, the Underwriting Agreement will terminate without
liability on the part of any non-defaulting Underwriters or the Depositor except
for the expenses to be paid or reimbursed by the Depositor pursuant to Section
11 hereof. As used in the Underwriting Agreement, the term "Underwriter"
includes any person substituted for an Underwriter under this Section 10.
Nothing herein shall relieve a defaulting Underwriter from liability for its
default.
11. Expenses. The Depositor agrees with the several
Underwriters that:
(a) whether or not the transactions contemplated in the
Underwriting Agreement are consummated or the Underwriting
Agreement is terminated, the Depositor will pay all fees and
expenses incident to the performance of its obligations under
the Underwriting Agreement, including but not limited to, (i)
the Commission's registration fee, (ii) the expenses of
printing and distributing the Underwriting Agreement and any
related underwriting documents, the Registration Statement,
any Preliminary Prospectus, the Prospectus, any amendments or
supplements to the Registration Statement or the Prospectus,
and any Blue Sky memorandum or legal investment survey and any
supplements thereto, (iii) fees and expenses of rating
agencies, accountants and counsel for the Depositor, (iv) the
expenses referred to in Section 5(e) hereof, and (v) all
miscellaneous expenses
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referred to in Item 30 of the Registration Statement;
(b) all out-of-pocket expenses, including counsel fees,
disbursements and expenses, reasonably incurred by the
Underwriters in connection with investigating, preparing to
market and marketing the Offered Securities and proposing to
purchase and purchasing the Offered Securities under the
Underwriting Agreement will be borne and paid by the Depositor
if the Underwriting Agreement is terminated by the Depositor
pursuant to Section 9(a) hereof or by the Representative on
account of the failure, refusal or inability on the part of
the Depositor to perform all obligations and satisfy all
conditions on the part of the Depositor to be performed or
satisfied hereunder; and
(c) the Depositor will pay the cost of preparing the
certificates for the Offered Securities.
Except as otherwise provided in this Section 11, the
Underwriters agree to pay all of their expenses in connection with
investigating, preparing to market and marketing the Offered Securities and
proposing to purchase and purchasing the Offered Securities under the
Underwriting Agreement, including the fees and expenses of their counsel and any
advertising expenses incurred by them in making offers and sales of the Offered
Securities.
12. Notices. All communications under the Underwriting
Agreement shall be in writing and, if sent to the Underwriters, shall be mailed,
delivered or telegraphed and confirmed to the Representative at the address and
to the attention of the person specified in the Underwriting Agreement, and, if
sent to the Depositor, shall be mailed, delivered or telegraphed and confirmed
to Prudential Securities Secured Financing Corporation, 199 Water Street, 26th
Floor, New York, New York 10292, Attention: Director- Mortgage Finance Group;
provided, however, that any notice to any Underwriter pursuant to the
Underwriting Agreement shall be mailed, delivered or telegraphed and confirmed
to such Underwriter at the address furnished by it.
13. Representative of Underwriters. Any Represen- tative
identified in the Underwriting Agreement will act for the Underwriters of the
Offered Securities and any action taken by the Representative under the
Underwriting Agreement will be binding upon all of such Underwriters.
14. Successors. The Underwriting Agreement shall inure to the
benefit of and shall be binding upon the several Underwriters and the Depositor
and their respective successors
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and legal representatives, and nothing expressed or mentioned herein or in the
Underwriting Agreement is intended or shall be construed to give any other
person any legal or equitable right, remedy or claim under or in respect of the
Underwriting Agreement, or any provisions herein contained, the Underwriting
Agreement and all conditions and provisions hereof being intended to be and
being for the sole and exclusive benefit of such persons and for the benefit of
no other person except that (i) the representations and warranties of the
Depositor contained herein or in the Underwriting Agreement shall also be for
the benefit of any person or persons who controls or control any Underwriter
within the meaning of Section 15 of the 1933 Act, and (ii) the indemnities by
the several Underwriters shall also be for the benefit of the directors of the
Depositor, the officers of the Depositor who have signed the Registration
Statement and any person or persons who control the Depositor within the meaning
of Section 15 of the 1933 Act. No purchaser of the Offered Securities from any
Underwriter shall be deemed a successor because of such purchase. This Agreement
and each Underwriting Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
15. Time of the Essence. Time shall be of the essence of each
Underwriting Agreement.
16. Governing Law. This Agreement and each Underwriting
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.
29
<PAGE> 30
Exhibit A
Opinions of Dewey Ballantine,
special counsel for the Depositor
(i) Each of the Documents constitutes the valid, legal and
binding agreement of the Depositor, and is enforceable against the Depositor in
accordance with its terms.
(ii) The Certificates, assuming the due execution by the
Trustee and due authentication by the Trustee and payment therefor pursuant to
the Underwriting Agreement, are validly issued and outstanding and are entitled
to the benefits of the Pooling and Servicing Agreement.
(iii) No consent, approval, authorization or order of,
registration or filing with, or notice to, any governmental authority or court
is required under federal laws or the laws of the State of New York for the
execution, delivery and performance of the Documents or the offer, issuance,
sale or delivery of the Certificates or the consummation of any other
transaction contemplated thereby by the Depositor, except such which have been
obtained.
(iv) The Registration Statement and the Prospectus (other than
the financial and statistical data included therein, as to which we are not
called upon to express any opinion), at the time the Registration Statement
became effective, as of the date of execution of the Underwriting Agreement and
as of the date hereof comply as to form in all material respects with the
requirements of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, and the Exchange Act and the rules and regulations
thereunder, and we do not know of any amendment to the Registration Statement
required to be filed, or of any contracts, indentures or other documents of a
character required to be filed as an exhibit to the Registration Statement or
required to be described in the Registration Statement or the Prospectus, which
has not been filed or described as required.
(v) Neither the qualification of the Pooling and Servicing
Agreement under the Trust Indenture Act of 1939, as amended, nor the
registration of the Trust Fund created by the Pooling and Servicing Agreement
under the Investment Company Act of 1940 is required.
(vi) The statements in the Prospectus Supplement set forth
under the caption "DESCRIPTION OF THE CERTIFICATES," to the extent such
statements purport to summarize certain provisions of the Certificates or of the
Pooling and Servicing
<PAGE> 31
Agreement or of the Unaffiliated Seller's Agreement, are fair and accurate in
all material respects.
A-2
<PAGE> 32
Exhibit B
Opinions of Counsel to
the Servicer
(i) The Servicer has been duly organized and is validly
existing as a corporation in good standing under the laws of the State of Rhode
Island and is qualified to transact business in the State of Rhode Island.
(ii) The Servicer has the requisite power and authority to
execute and deliver, engage in the transactions contemplated by, and perform and
observe the conditions of, the Pooling and Servicing Agreement, the Unaffiliated
Seller's Agreement dated as of the Closing Date (the "Unaffiliated Seller's
Agreement") between the Servicer and the Depositor, collectively referred to
hereinafter as the "Servicer Agreements".
(iii) The Servicer Agreements have been duly and validly
authorized, executed and delivered by the Servicer, all requisite corporate
action having been taken with respect thereto, and each constitutes the valid,
legal and binding agreement of the Servicer, and are enforceable against the
Servicer in accordance with their respective terms.
(iv) Neither the transfer of the Mortgage Loans to the
Depositor, nor the execution, delivery or performance by the Servicer of the
Servicer Agreements (A) conflicts or will conflict with or results or will
result in a breach of, or constitutes or will constitute a default under or
violates or will violate, (i) any term or provision of the Articles of
Incorporation or By-laws of the Servicer; (ii) any term or provision of any
material agreement, contract, instrument or indenture, to which the Servicer or
any of its subsidiaries is a party or is bound; or (iii) any order, judgment,
writ, injunction or decree of any court or governmental agency or body or other
tribunal having jurisdiction over the Servicer or any of its properties; or (B)
results in, or will result in the creation or imposition of any lien, charge or
encumbrance upon the Trust Fund or upon the Certificates, except as otherwise
contemplated by the Pooling and Servicing Agreement.
(v) The endorsement and delivery of each Mortgage Note, and
the preparation, delivery and recording of an Assignment of Mortgage with
respect to each Mortgage is sufficient fully to transfer to the Depositor and
its assignees all right, title and interest of the Servicer in the
<PAGE> 33
Mortgage Note and Mortgage, as noteholder and mortgagee or assignee thereof.
(vi) No consent, approval, authorization or order of,
registration or qualification of or with or notice to, any courts, governmental
agency or body or other tribunal is required under the laws of New York or Rhode
Island, for the execution, delivery and performance of the Servicer Agreements
or the consummation of any other transaction contemplated thereby by the
Servicer, except such which have been obtained.
(vii) There are no legal or governmental suits, proceedings or
investigations pending or, to such counsel's knowledge, threatened against the
Servicer before any court, governmental agency or body or other tribunal (A)
which, if determined adversely to the Servicer, would individually or in the
aggregate have a material adverse effect on (i) the consolidated financial
position, business prospects, stockholders's equity or results of operations of
the Servicer; (ii) the Servicer's ability to perform its obligations under, or
the validity or enforceability of the Servicer Agreements; (iii) any Mortgage
Note or Mortgaged Property, or the title of any Mortgagor to any Mortgaged
Property; or (B) which have not otherwise been disclosed in the Registration
Statement and to the best of such counsel's knowledge, no such proceedings or
investigations are threatened or contemplated by governmental authorities or
threatened by others.
B-2
<PAGE> 34
Exhibit C
Opinions of Counsel to
the Trustee
(i) The Trustee is a national banking association duly
organized, validly existing and in good standing under the laws of the United
States and has the power and authority to enter into and to take all actions
required of it under the Pooling and Servicing Agreement;
(ii) The Pooling and Servicing Agreement has been duly
authorized, executed and delivered by the Trustee and the Pooling and Servicing
Agreement constitutes the legal, valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms, except as
enforceability thereof may be limited by (A) bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, as such laws would apply in the event of a bankruptcy,
insolvency or reorganization or similar occurrence affecting the Trustee, and
(B) general principles of equity regardless of whether such enforcement is
sought in a proceeding at law or in equity;
(iii) No consent, approval, authorization or other action by
any governmental agency or body or other tribunal is required on the part of the
Trustee in connection with its execution and delivery of the Pooling and
Servicing Agreement or the performance of its obligations thereunder;
(iv) The Certificates have been duly executed, authenticated
and delivered by the Trustee; and
(v) The execution and delivery of, and performance by the
Trustee of its obligations under, the Pooling and Servicing Agreement do not
conflict with or result in a violation of any statute or regulation applicable
to the Trustee, or the charter or bylaws of the Trustee, or to the best
knowledge of such counsel, any governmental authority having jurisdiction over
the Trustee or the terms of any indenture or other agreement or instrument to
which the Trustee is a party or by which it is bound.
<PAGE> 35
Exhibit D
Opinions of Counsel
to the Certificate Insurer
(i) The Certificate Insurer is a stock insurance corporation,
duly incorporated and validly existing under the laws of the State of New York.
The Certificate Insurer is validly licensed and authorized to issue the
Certificate Insurance Policy and perform its obligations under the Certificate
Insurance Policy in accordance with the terms thereof, under the laws of the
State of New York.
(ii) The execution and delivery by the Certificate Insurer of
the Certificate Insurance Policy, and the Indemnification Agreement are within
the corporate power of the Certificate Insurer and has been authorized by all
necessary corporate action on the part of the Certificate Insurer; the
Certificate Insurance Policy has been duly executed and is the valid and binding
obligation of the Certificate Insurer enforceable in accordance with its terms
except that the enforcement of the Certificate Insurance Policy may be limited
by laws relating to bankruptcy, insolvency, reorganization, moratorium,
receivership and other similar laws affecting creditors' rights generally and by
general principles of equity.
(iii) The Certificate Insurer is authorized to deliver the
Indemnification Agreement, and the Indemnification Agreement has been duly
executed and is the valid and binding obligation of the Certificate Insurer
enforceable in accordance with its terms except that the enforcement thereof may
be limited by laws relating to bankruptcy, insolvency, reorganization,
moratorium, receivership and other similar laws affecting creditors' rights
generally and by general principles of equity and by public policy
considerations relating to indemnification for securities law violations.
(iv) No consent, approval, authorization or order of any state
or federal court or governmental agency or body is required on the part of the
Certificate Insurer, the lack of which would adversely affect the validity or
enforceability of the Certificate Insurance Policy; to the extent required by
applicable legal requirements that would adversely affect validity or
enforceability of the Certificate Insurance Policy, the form of the Certificate
Insurance Policy has been filed with, and approved by, all governmental
authorities having jurisdiction over the Certificate Insurer in connection with
such Certificate Insurance Policy.
C-2
<PAGE> 36
(v) To the extent the Certificate Insurance Policy constitutes
a security within the meaning of Section 2(1) of the 1933 Act, it is a security
that is exempt from the registration requirements of the Act.
(vi) The information set forth under the caption "THE
CERTIFICATE INSURANCE POLICY AND THE CERTIFICATE INSURER" in the Prospectus
insofar as such statements constitute a description of the Certificate Insurance
Policy, accurately summarizes the Certificate Insurance Policy.
C-3
<PAGE> 37
Rider A
"Eligible Account" means (a) a segregated account or accounts
maintained with a depository institution or trust company whose long-term
unsecured debt obligations are rated at least BBB+ by the Rating Agency at the
time of any deposit therein, or (b) a segregated trust account or accounts
maintained with a federal or state chartered depository institution subject to
regulations regarding fiduciary funds on deposit substantially similar to 12
C.F.R. Section 9.10(b).
<PAGE> 1
EXECUTION COPY
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 1996
Bankers Trust Company of California, N.A.
(Trustee)
and
Prudential Securities Secured Financing Corporation
(Depositor)
and
Home Loan and Investment Bank, F.S.B.
(Servicer)
Prudential Securities Secured Financing Corporation Trust 1996-1
Mortgage Pass-Through Certificates,
Series 1996-1
Class A-1, Class A-2, Class A-3 and Class R
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
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Page
<S> <C>
ARTICLE I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
AGGREGATE CLASS A SHORTFALL . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ASSIGNMENT OF MORTGAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
AUTHORIZED DENOMINATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
BALLOON LOAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
BASE SPREAD ACCOUNT REQUIREMENT . . . . . . . . . . . . . . . . . . . . . . . . . 3
BUSINESS DAY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
CAPTURE DELINQUENCY TRIGGER EVENT . . . . . . . . . . . . . . . . . . . . . . . . 3
CAPTURE LOSS TRIGGER EVENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
CERTIFICATE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
CERTIFICATEHOLDER or HOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
CERTIFICATE INSURANCE POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
CERTIFICATE INSURER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
CERTIFICATE INSURER DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
CERTIFICATE REGISTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
CIVIL RELIEF ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
CIVIL RELIEF ACT INTEREST SHORTFALL . . . . . . . . . . . . . . . . . . . . . . . 4
CLASS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
CLASS A AVAILABLE FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
CLASS A AVAILABLE INTEREST AMOUNT . . . . . . . . . . . . . . . . . . . . . . . . 5
CLASS A AVAILABLE REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . . . . . . . 5
CLASS A CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
CLASS A CERTIFICATE INSURANCE POLICY . . . . . . . . . . . . . . . . . . . . . . . 5
CLASS A CERTIFICATEHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
CLASS A INSURED PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
CLASS A PRINCIPAL REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . . . . . . . 5
CLASS A REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
CLASS A WEIGHTED AVERAGE PASS-THROUGH RATE . . . . . . . . . . . . . . . . . . . . 6
CLASS A-1 CARRY-FORWARD AMOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . 6
CLASS A-1 INTEREST REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . . . . . . . 6
CLASS A-1 NON-REDUCED INTEREST REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . 6
CLASS A-1 PASS-THROUGH RATE . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
CLASS A-1 POOL FACTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
CLASS A-1 PRINCIPAL BALANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
CLASS A-1 PRINCIPAL REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . . . . . . 7
CLASS A-1 PRINCIPAL SHORTFALL . . . . . . . . . . . . . . . . . . . . . . . . . . 7
CLASS A-1 REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
CLASS A-2 CARRY-FORWARD AMOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . 7
CLASS A-2 INTEREST REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . . . . . . . 7
CLASS A-2 NON-REDUCED INTEREST REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . 7
CLASS A-2 PASS-THROUGH RATE . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
CLASS A-2 POOL FACTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
i
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<TABLE>
<CAPTION>
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<S> <C>
CLASS A-2 PRINCIPAL BALANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
CLASS A-2 PRINCIPAL REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . . . . . . 8
CLASS A-2 PRINCIPAL SHORTFALL . . . . . . . . . . . . . . . . . . . . . . . . . . 8
CLASS A-2 REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
CLASS A-3 CARRY-FORWARD AMOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . 8
CLASS A-3 INTEREST REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . . . . . . . 8
CLASS A-3 NON-REDUCED INTEREST REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . 9
CLASS A-3 PASS-THROUGH RATE . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
CLASS A-3 PERCENTAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
CLASS A-3 POOL FACTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
CLASS A-3 PRINCIPAL BALANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
CLASS A-3 PRINCIPAL REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . . . . . . 9
CLASS A-3 PRINCIPAL SHORTFALL . . . . . . . . . . . . . . . . . . . . . . . . . . 9
CLASS A-3 REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
CLASS R CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
CLASS R CERTIFICATEHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
CLEAN-UP CALL DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
CLOSING DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
CODE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
COMBINED LOAN-TO-VALUE RATIO or CLTV . . . . . . . . . . . . . . . . . . . . . . . 9
COMBINED PERCENTAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
COMMISSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
COMPENSATING INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
CURTAILMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
CUT-OFF DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
DEBT SERVICE REDUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
DEFICIENT VALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
DELETED MORTGAGE LOAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
DELINQUENCY TRIGGER EVENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
DELIVER OR DELIVERY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
DEPOSITOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
DEPOSITORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
DETERMINATION DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
DIRECT PARTICIPANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
DUE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
DUE PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ELIGIBLE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
EVENT OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
EXCESS PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
EXCESS SPREAD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
FDIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
FHLMC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
FIDELITY BOND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
FINAL SCHEDULED REMITTANCE DATE . . . . . . . . . . . . . . . . . . . . . . . . . 12
FIRST LIEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
FNMA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
I & I AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
I & I EVENT OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
I & I PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
ii
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<TABLE>
<CAPTION>
Page
<S> <C>
INDIRECT PARTICIPANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
INSURANCE AND INDEMNITY AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . 12
INSURANCE PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
INSURED PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
LIQUIDATED MORTGAGE LOAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
LIQUIDATION LOAN LOSSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
LIQUIDATION PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
LOAN LOSSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
LOSS TRIGGER EVENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
MAJORITY CERTIFICATEHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
MATURITY DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
MONTHLY ADVANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
MONTHLY EXCESS SPREAD AMOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
MONTHLY PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
MOODY'S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
MORTGAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
MORTGAGE FILE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
MORTGAGE IMPAIRMENT INSURANCE POLICY . . . . . . . . . . . . . . . . . . . . . . . 14
MORTGAGE INTEREST RATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
MORTGAGE LOAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
MORTGAGE LOAN INTEREST SHORTFALL . . . . . . . . . . . . . . . . . . . . . . . . . 14
MORTGAGE LOAN SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
MORTGAGE NOTE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
MORTGAGED PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
MORTGAGED PROPERTY STATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
MORTGAGOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1994-4 POOLING AND SERVICING AGREEMENT . . . . . . . . . . . . . . . . . . . . . . 15
NET LIQUIDATION PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
NET SIMPLE INTEREST EXCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
NET SIMPLE INTEREST SHORTFALL . . . . . . . . . . . . . . . . . . . . . . . . . . 15
NONRECOVERABLE ADVANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
OFFICER'S CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
OPINION OF COUNSEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ORIGINAL CLASS A-1 PRINCIPAL BALANCE . . . . . . . . . . . . . . . . . . . . . . . 16
ORIGINAL CLASS A-2 PRINCIPAL BALANCE . . . . . . . . . . . . . . . . . . . . . . . 16
ORIGINAL CLASS A-3 PRINCIPAL BALANCE . . . . . . . . . . . . . . . . . . . . . . . 16
ORIGINAL POOL PRINCIPAL BALANCE . . . . . . . . . . . . . . . . . . . . . . . . . 16
ORIGINATOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
OWNERSHIP INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
OWNER-OCCUPIED MORTGAGED PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . 16
PASS-THROUGH RATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
PERCENTAGE INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
PERMITTED INSTRUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
PERMITTED TRANSFEREE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
PERSON . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
PLEDGE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
POOL PRINCIPAL BALANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
PREMIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
PREMIUM PERCENTAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
PREMIUM SIDE LETTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>
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PREPAYMENT ASSUMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
PREPAYMENT INTEREST SHORTFALL . . . . . . . . . . . . . . . . . . . . . . . . . . 18
PRINCIPAL BALANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
PRINCIPAL PREPAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
PROSPECTUS SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
PURCHASE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
QUALIFIED MORTGAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
QUALIFIED SUBSTITUTE MORTGAGE LOAN . . . . . . . . . . . . . . . . . . . . . . . . 19
RATING AGENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
RECORD DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
REIMBURSABLE AMOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
RELEASED MORTGAGED PROPERTY PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . 20
REMAINDER EXCESS SPREAD AMOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . 20
REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
REMIC CHANGE OF LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
REMIC PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
REMIC TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
REMITTANCE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
REPRESENTATION LETTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
REO DISPOSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
REO PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
RESIDENTIAL DWELLING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
RESIDUAL TRUST FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
RESPONSIBLE OFFICER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SERIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SERVICER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SERVICER EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SERVICING ADVANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SERVICING COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SERVICING FEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SERVICING FEE RATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SERVICING OFFICER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SIMPLE INTEREST EXCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SIMPLE INTEREST EXCESS SUB-ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . 22
SIMPLE INTEREST LOAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SIMPLE INTEREST QUALIFYING LOAN . . . . . . . . . . . . . . . . . . . . . . . . . 22
SIMPLE INTEREST SHORTFALL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SPREAD ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SPREAD ACCOUNT EXCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
S&P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
STARTUP DAY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SUBSERVICER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SUBSERVICING AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SUBSTITUTION ADJUSTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
TAX MATTERS PERSON . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
TAX MATTERS PERSON RESIDUAL INTEREST . . . . . . . . . . . . . . . . . . . . . . . 23
TAX RETURN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
TOTAL CLASS A INTEREST REMITTANCE AMOUNT . . . . . . . . . . . . . . . . . . . . . 23
TOTAL CLASS A NON-REDUCED INTEREST REMITTANCE AMOUNT . . . . . . . . . . . . . . . 23
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TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
TRANSFEREE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
TRANSFEROR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
TRIGGER EVENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
TRUST CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
TRUST CERTIFICATE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
TRUST CERTIFICATEHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
TRUSTEE'S MORTGAGE FILE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
TRUSTEE'S REMITTANCE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
TRUST FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
UNITED STATES PERSON . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
UNRECOVERED CLASS A PORTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ARTICLE II. ESTABLISHMENT OF THE TRUSTS; SALE AND
CONVEYANCE OF THE TRUST FUND; CONVEYANCE OF PROPERTY
CONSTITUTING THE INITIAL RESIDUAL TRUST FUND . . . . . . . . . . . . . . . . . . 26
Section 2.01 Sale and Conveyance of Trust Fund; Priority and
Subordination of Ownership Interests; Establishment of the
Trust; Possession of Mortgage Files . . . . . . . . . . . . . . 26
Section 2.02 Delivery of Mortgage Loan Documents . . . . . . . . . . . . . . 27
Section 2.03 Acceptance by Trustee of the Trust Fund; Certain
Substitutions; Certification by Trustee . . . . . . . . . . . . 28
Section 2.04 Designations under REMIC Provisions; Designation of Startup
Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 2.05 Execution of Certificates . . . . . . . . . . . . . . . . . . . 30
Section 2.06 Application of Principal and Interest . . . . . . . . . . . . . 30
Section 2.07 Conveyance of Property to the Residual Trust Fund . . . . . . . 30
Section 2.08 Acceptance by Trustee . . . . . . . . . . . . . . . . . . . . . 30
Section 2.09 Execution of Trust Certificate . . . . . . . . . . . . . . . . . 31
ARTICLE III. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . 32
Section 3.01 Representations of the Servicer . . . . . . . . . . . . . . . . 32
Section 3.02 Representations, Warranties and Covenants of the Depositor . . . 33
Section 3.03 Purchase and Substitution . . . . . . . . . . . . . . . . . . . 35
ARTICLE IV. THE CERTIFICATES; THE TRUST CERTIFICATE . . . . . . . . . . . . . . . . . 37
Section 4.01 The Certificates . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 4.02 Registration of Transfer and Exchange of Certificates . . . . . 37
Section 4.03 The Trust Certificate . . . . . . . . . . . . . . . . . . . . . 42
Section 4.04 Mutilated, Destroyed, Lost or Stolen Certificates and Trust
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 4.05 Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . 43
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ARTICLE V. ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS . . . . . . . . . . . . 44
Section 5.01 Duties of the Servicer; Subservicing Agreements . . . . . . . . 44
Section 5.02 Liquidation of Mortgage Loans . . . . . . . . . . . . . . . . . 46
Section 5.03 Establishment of Accounts; Deposits To, and Transfer
Among, the Accounts . . . . . . . . . . . . . . . . . . . . . . 47
Section 5.04 Permitted Withdrawals From the Certificate Account . . . . . . . 48
Section 5.05 Payment of Taxes, Insurance and Other Charges . . . . . . . . . 49
Section 5.06 Transfer of Accounts: Monthly Statements . . . . . . . . . . . . 49
Section 5.07 Maintenance of Hazard Insurance . . . . . . . . . . . . . . . . 49
Section 5.08 Maintenance of Mortgage Impairment Insurance Policy . . . . . . 50
Section 5.09 Fidelity Bond . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 5.10 Title, Management and Disposition of REO Property . . . . . . . 51
Section 5.11 Collection of Certain Mortgage Loan Payments . . . . . . . . . . 52
Section 5.12 Access to Certain Documentation and Information Regarding
the Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . 53
Section 5.13 Superior Liens . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 5.14 Nonrecoverable Advances . . . . . . . . . . . . . . . . . . . . 54
ARTICLE VI PAYMENTS TO THE CERTIFICATEHOLDERS
AND THE TRUST CERTIFICATEHOLDER . . . . . . . . . . . . . . . . . . . . 55
Section 6.01 Establishment of Simple Interest Excess Sub-Account;
Deposits in Simple Interest Excess Sub-Account . . . . . . . . 55
Section 6.02 25Permitted Withdrawals from the Simple Interest Excess
Sub-Account . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 6.03 No Liability for Early Repayment . . . . . . . . . . . . . . . . 55
Section 6.04 Investment of Accounts . . . . . . . . . . . . . . . . . . . . . 56
Section 6.05 Priority and Subordination of Distributions . . . . . . . . . . 57
Section 6.06 Failure to Make Insured Payment . . . . . . . . . . . . . . . . 60
Section 6.07 Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 6.08 Advances by the Servicer . . . . . . . . . . . . . . . . . . . . 64
Section 6.09 Compensating Interest . . . . . . . . . . . . . . . . . . . . . 64
Section 6.10 Reports of Foreclosure and Abandonment of Mortgaged
Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 6.11 Establishment of Spread Account; Deposits in Spread
Account; Permitted Withdrawals from Spread Account . . . . . . 65
Section 6.12 Administration of the Residual Trust Fund . . . . . . . . . . . 66
ARTICLE VII GENERAL SERVICING PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . 67
Section 7.01 Assumption Agreements . . . . . . . . . . . . . . . . . . . . . 67
Section 7.02 Satisfaction of Mortgages and Release of Mortgage Files . . . . 67
Section 7.03 Servicing Compensation . . . . . . . . . . . . . . . . . . . . . 69
Section 7.04 Annual Statement as to Compliance . . . . . . . . . . . . . . . 69
Section 7.05 Annual Independent Public Accountants' Servicing Report . . . . 69
Section 7.06 Certificateholder's, Trustee's and Certificate Insurer's Right
to Examine Servicer Records . . . . . . . . . . . . . . . . . . 70
Section 7.07 Optional Purchase of Defaulted Mortgage Loans . . . . . . . . . 70
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ARTICLE VIII REPORTS TO BE PROVIDED BY SERVICER . . . . . . . . . . . . . . . . . . . . . 71
Section 8.01 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 71
ARTICLE IX THE SERVICER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 9.01 Indemnification; Third Party Claims . . . . . . . . . . . . . . . 72
Section 9.02 Merger or Consolidation of the Servicer . . . . . . . . . . . . . 72
Section 9.03 Limitation on Liability of the Servicer and Others . . . . . . . . 73
Section 9.04 Servicer Not to Resign . . . . . . . . . . . . . . . . . . . . . . 73
ARTICLE X DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 10.01 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 10.02 Trustee to Act: Appointment of Successor . . . . . . . . . . . . . 75
Section 10.03 Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 10.04 Rights of the Certificate Insurer to Exercise Rights of Class A
Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 10.05 Trustee To Act Solely with Consent of the Certificate Insurer . . 78
Section 10.06 Mortgage Loans, Trust Fund and Accounts Held for Benefit
of the Certificate Insurer . . . . . . . . . . . . . . . . . . . 78
Section 10.07 Certificate Insurer Default . . . . . . . . . . . . . . . . . . . 79
ARTICLE XI TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 11.01 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 11.02 Additional Termination Requirements . . . . . . . . . . . . . . . 81
Section 11.03 Accounting Upon Termination of Servicer . . . . . . . . . . . . . 82
ARTICLE XII THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 12.01 Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 12.02 Certain Matters Affecting the Trustee . . . . . . . . . . . . . . 89
Section 12.03 Trustee Not Liable for Certificates or Mortgage Loans . . . . . . 90
Section 12.04 Trustee May Own Certificates . . . . . . . . . . . . . . . . . . . 90
Section 12.05 Trustee's Fees and Expenses . . . . . . . . . . . . . . . . . . . 90
Section 12.06 Eligibility Requirements for Trustee . . . . . . . . . . . . . . . 91
Section 12.07 Resignation and Removal of the Trustee . . . . . . . . . . . . . . 91
Section 12.08 Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . 92
Section 12.09 Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . 93
Section 12.10 Appointment of Co-Trustee or Separate Trustee . . . . . . . . . . 93
Section 12.11 Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
Section 12.12 Reports to the Securities and Exchange Commission . . . . . . . . 94
Section 12.13 Retirement of Certificates . . . . . . . . . . . . . . . . . . . . 94
ARTICLE XIII MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 13.01 Acts of Certificateholders . . . . . . . . . . . . . . . . . . . . 95
Section 13.02 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 13.03 Recordation of Agreement . . . . . . . . . . . . . . . . . . . . . 96
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Section 13.04 Duration of Agreement . . . . . . . . . . . . . . . . . . . . . . 96
Section 13.05 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 96
Section 13.06 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
Section 13.07 Severability of Provisions . . . . . . . . . . . . . . . . . . . . 97
Section 13.08 No Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 13.09 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 13.10 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . 97
Section 13.11 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 13.12 The Certificate Insurer . . . . . . . . . . . . . . . . . . . . . 97
Section 13.13 Third Party Beneficiary . . . . . . . . . . . . . . . . . . . . . 97
Section 13.14 Limitation on Rights of the Trust Certificateholder. . . . . . . . 98
Section 13.15 Transfer of Trust Certificate . . . . . . . . . . . . . . . . . . 98
</TABLE>
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EXHIBITS
EXHIBIT A CONTENTS OF MORTGAGE FILE
EXHIBIT B-1 FORM OF CLASS A-1 CERTIFICATE
EXHIBIT B-2 FORM OF CLASS A-2 CERTIFICATE
EXHIBIT B-3 FORM OF CLASS A-3 CERTIFICATE
EXHIBIT B-4 FORM OF CLASS R CERTIFICATE
EXHIBIT C FORM OF TRUST CERTIFICATE
EXHIBIT D-1 RESERVED
EXHIBIT D-2 RESERVED
EXHIBIT D-3 RESERVED
EXHIBIT E-1 FORM OF TRUSTEE INITIAL CERTIFICATION
EXHIBIT E-2 FORM OF TRUSTEE INTERIM CERTIFICATION
EXHIBIT F FORM OF TRUSTEE FINAL CERTIFICATION
EXHIBIT G MORTGAGE LOAN SCHEDULE
EXHIBIT H REQUEST FOR RELEASE OF DOCUMENTS
EXHIBIT I TRANSFER AFFIDAVIT AND AGREEMENT
EXHIBIT I-1 FORM OF TRANSFER CERTIFICATION
EXHIBIT J FORM OF CLASS A NOTICE
EXHIBIT K FORM OF LIQUIDATION REPORT
EXHIBIT L FORM OF DELINQUENCY REPORT
EXHIBIT M CLASS A CERTIFICATE INSURANCE POLICY
EXHIBIT N FORM OF ERISA INVESTMENT REPRESENTATION LETTER
EXHIBIT O INFORMATION TO BE CONTAINED ON MAGNETIC TAPE
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<PAGE> 11
Pooling and Servicing Agreement relating to Prudential
Securities Secured Financing Corporation Trust 1996-1, dated as of March 1,
1996, among Bankers Trust Company of California, N.A., as Trustee (the
"Trustee"), Prudential Securities Secured Financing Corporation, as Depositor
(the "Depositor") and Home Loan and Investment Bank, F.S.B., as Servicer (the
"Servicer").
PRELIMINARY STATEMENT
The Depositor wishes to establish a trust which provides for the
allocation and sale of the beneficial interests therein and the maintenance and
distribution of the trust estate. In order to facilitate the servicing of
certain Mortgage Loans by the Servicer, the Servicer and the Depositor are
entering into this Agreement with the Trustee. The Originator is transferring
the Mortgage Loans to the Depositor pursuant to the Purchase Agreement and the
Depositor is transferring the Mortgage Loans to the Trustee for the benefit of
the Certificateholders and the Certificate Insurer under this Agreement,
pursuant to which four classes of Certificates are being issued, denominated on
the face thereof as Mortgage Pass-Through Certificates, Series 1996-1, Class
A-1, Class A-2, Class A-3 and Class R, respectively, representing in the
aggregate a 100% undivided ownership interest in the Mortgage Loans. The
Mortgage Loans have an aggregate outstanding principal balance of
$54,103,729.22, as of the Cut-Off Date, after application of payments received
by the Originator on or before such date. The Class A-1 Pass-Through Rate will
be 6.300% per annum, the Class A-2 Pass-Through Rate will be 7.225% per annum,
or as otherwise provided under the definition of "Class A-2 Pass- Through Rate"
herein, and the Class A-3 Pass-Through Rate will be 7.175% per annum, or as
otherwise provided under the definition of "Class A-3 Pass-Through Rate" herein.
As provided herein, the Class R Certificates are subordinated to the Class A
Certificates to the extent described herein. As provided herein, the Trustee
will elect that the segregated pool of assets subject to this Agreement
(consisting of, among other things, the Mortgage Loans) will be treated for
federal income tax purposes as a "real estate mortgage investment conduit" (a
"REMIC"). The Class A Certificates will be "regular interests" and the Class R
Certificates will be the single class of "residual interest" in the REMIC, for
purposes of the REMIC Provisions (as defined herein).
The parties hereto agree as follows:
The following table sets forth the designation, type,
Pass-Through Rate, aggregate Cut-Off Date Principal Balance and Maturity Date
for each Class of Certificates comprising the interests in the Trust Fund
created hereunder.
<PAGE> 12
<TABLE>
<CAPTION>
Aggregate
Cut-Off Date
Principal
Pass-Through Balance of
Designation Type Rate Certificate Maturity Date
<S> <C> <C> <C> <C>
Class A-1 Senior 6.300% $10,373,000 May 15, 2006
Class A-2 Senior 7.225% $20,730,000 August 15, 2026
Class A-3 Senior 7.175% $23,000,000 August 15, 2026
Class R Residual N/A N/A August 15, 2026
</TABLE>
-------------------------------------
1 For the first Remittance Date
ARTICLE I.
DEFINITIONS
Whenever used herein, the following words and phrases, unless
the context otherwise requires, shall have the following meanings. This
Agreement relates to a Trust Fund evidenced by Mortgage Pass-Through
Certificates, Series 1996-1, Class A- 1, Class A-2, Class A-3 and Class R. All
calculations of interest pursuant to this Agreement (other than with respect to
Simple Interest Loans) are based on a 360-day year consisting of twelve 30-day
months.
ACCOUNT: Each of the Certificate Account, the Simple
Interest Excess SubAccount and the Spread Account established by the Trustee and
held in trust by the Trustee for the benefit of the Certificateholders.
AGGREGATE CLASS A SHORTFALL: As of any Remittance Date,
the excess of (i) the sum of (a) the Class A-1 Remittance Amount for such
Remittance Date, (b) the Class A-2 Remittance Amount for such Remittance Date
and (c) the Class A-3 Remittance Amount for such Remittance Date over (ii) the
Class A Available Remittance Amount with respect to such Remittance Date.
AGREEMENT: This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
ASSIGNMENT OF MORTGAGE: With respect to each Mortgage
Loan, an assignment of the Mortgage, notice of transfer or equivalent instrument
sufficient under the laws of the jurisdiction wherein the related Mortgaged
Property is located to reflect of record the sale of the Mortgage to the Trustee
for the benefit of the Certificateholders.
AUTHORIZED DENOMINATIONS: Each of the Class A
Certificates is issuable only in the minimum Percentage Interest corresponding
to a minimum denomination of $25,000 and integral multiples of $1,000 in excess
thereof; provided, however, that (i) one Class A-1 Certificate is issuable in a
lesser amount representing the residual amount such that the aggregate
denomination of all Class A-1 Certificates shall be equal to the Original Class
A-1 Principal Balance, (ii) one Class A-2 Certificate is issuable in a lesser
amount representing the residual amount such that the aggregate denomination of
all Class A-2 Certificates shall be equal to the Original Class A-2 Principal
Balance and (iii) one Class A-3 Certificate is issuable in a lesser
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<PAGE> 13
amount representing the residual amount such that the aggregate denomination of
all Class A-3 Certificates shall be equal to the Original Class A-3 Principal
Balance.
BALLOON LOAN: Loans originated with a stated maturity
date earlier than the stated maturity date of a fully amortizing loan with the
same terms, except for such maturity date and the amount of the final scheduled
payment.
BASE SPREAD ACCOUNT REQUIREMENT: As such amount may be
reduced in accordance with the provisions hereof: (a) with respect to any
Remittance Date occurring during the period commencing on the Startup Day and
ending on the last day of the Due Period with respect to the Remittance Date
occurring in March 1998, 1.5% of the Original Pool Principal Balance; and (b)
with respect to each Remittance Date commencing on the later of April 15, 1998
and the date on which the aggregate outstanding principal balance is less than
50% of the Original Pool Principal Balance, the Base Spread Account Requirement
will equal the amount that is the greatest of (i) 3% of the outstanding Pool
Principal Balance of the Mortgage Loans as of the last day of the most recently
ended Due Period and (ii) 1.5% of the Original Pool Principal Balance less the
amount that is the product of (x) the amount (if any) by which 1.5% of the
Original Pool Principal Balance exceeds 3% of the outstanding Pool Principal
Balance of the Mortgage Loans as of the last day of the most recently ended Due
Period and (y) a fraction, not to exceed 100%, the numerator of which is a whole
number equal to the number of Remittance Dates, commencing on April 15, 1998, on
which a Delinquency Trigger Event or a Loss Trigger Event did not occur, and the
denominator of which is 24; provided, however, that upon the occurrence and
continuance of a Capture Delinquency Trigger Event or a Capture Loss Trigger
Event, on any Remittance Date the Base Spread Account Requirement shall equal
the Base Spread Account Requirement on the previous Remittance Date plus the
Monthly Excess Spread Amount for such Remittance Date; provided further,
however, that the Base Spread Account Requirement shall not exceed the then
outstanding Pool Principal Balance. Notwithstanding the foregoing, the minimum
Base Spread Account Requirement shall not be less than the sum of (a) 0.50% of
the Original Pool Principal Balance and (b) $24,410.
BUSINESS DAY: Any day other than (i) a Saturday or
Sunday, or (ii) a day on which banking institutions in the States of Rhode
Island, New York or California are authorized or obligated by law or executive
order to be closed.
CAPTURE DELINQUENCY TRIGGER EVENT: A Capture Delinquency
Trigger Event will have occurred with respect to any Due Period if the average
outstanding, principal balance of Mortgage Loans in the Trust Fund more than 60
days delinquent over the prior 6 months, each computed as of the first day of
the related Due Period, is greater than or equal to 10% of the aggregate
outstanding principal balance of the Mortgage Loans as of the first day of such
Due Period. A Capture Delinquency Trigger Event will be deemed to have
terminated as to any Remittance Date (subject to the reoccurrence of such
event), if a Capture Delinquency Trigger Event shall not have occurred as of the
first day of the most recently ended Due Period.
CAPTURE LOSS TRIGGER EVENT: A Capture Loss Trigger Event
will have occurred with respect to any Due Period (i) if as of the first day of
such Due Period, the cumulative Loan Losses since the Cut-Off Date are greater
than or equal to (A) if the first day of the Due Period is prior to April 15,
1997, 0.4% of the Original Pool Principal Balance, (B) if the first day of such
Due Period is after April 15, 1997 and prior to April 15, 1998, 0.8% of the
Original Pool Principal Balance, (C) if the first day of such Due Period is
after April 15, 1998
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<PAGE> 14
and prior to April 15, 1999, 1.5% of the Original Pool Principal Balance, (D) if
the first day of such Due Period is after April 15, 1999 and prior to April 15,
2000, 2.0% of the Original Pool Principal Balance or (E) if the first day of
such Due Period is after April 15, 2000, 2.35% of the Original Pool Principal
Balance or (ii) if in the 12-month period ending on the first day of such Due
Period cumulative Loan Losses during such 12-month period are greater than or
equal to 1.00% of the aggregate outstanding principal balance of the Mortgage
Loans as of the first day of such 12-month period. A Capture Loss Trigger Event
will be deemed to have terminated as to any Remittance Date (subject to the
reoccurrence of such event), if a Capture Loss Trigger Event shall not have
occurred as of the first day of the most recently ended Due Period.
CERTIFICATE: Any Class A Certificate or Class R Certificate.
CERTIFICATE ACCOUNT: As described in Section 5.03.
CERTIFICATEHOLDER or HOLDER: Except as provided
in Article X, each Person in whose name a Certificate is registered in the
Certificate Register, except that, solely for the purposes of giving any consent
(except any consent required to be obtained pursuant to Section 13.02), waiver,
request or demand pursuant to this Agreement, any Certificate registered in the
name of the Servicer or any Subservicer or the Originator, or any affiliate of
any of them, shall be deemed not to be outstanding and the undivided Percentage
Interest evidenced thereby shall not be taken into account in determining
whether the requisite percentage of Certificates necessary to effect any such
consent, waiver, request or demand has been obtained. For purposes of any
consent, waiver, request or demand of Certificateholders pursuant to this
Agreement, upon the Trustee's request, the Servicer and the Originator shall
provide to the Trustee a notice identifying any of their respective affiliates
or the affiliates of any Subservicer that is a Certificateholder as of the
date(s) specified by the Trustee in such request.
CERTIFICATE INSURANCE POLICY: The Class A Certificate Insurance
Policy.
CERTIFICATE INSURER: Financial Security Assurance Inc., a stock
insurance company organized and created under the laws of the State of New York,
and any successors thereto.
CERTIFICATE INSURER DEFAULT: The failure by the
Certificate Insurer to make a payment required under the Class A Certificate
Insurance Policy in accordance with its terms.
CERTIFICATE REGISTER: As described in Section 4.02.
CIVIL RELIEF ACT: The Soldiers' and Sailors' Civil Relief Act of
1940, as amended.
CIVIL RELIEF ACT INTEREST SHORTFALL: With respect to any
Remittance Date, for any Mortgage Loan as to which there has been a reduction in
the amount of interest collectible thereon for the most recently ended Due
Period as a result of the application of the Civil Relief Act, the amount, if
any, by which (i) interest collectible on such Mortgage Loan during the most
recently ended calendar month is less than (ii) the sum of (a) one month's
interest on the Principal Balance of such Mortgage Loan at the rate equal to the
sum of the applicable
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<PAGE> 15
Pass-Through Rate and the Premium Percentage, plus (b) the aggregate Servicing
Fee for such Mortgage Loan payable to the Servicer in such calendar month.
CLASS: Collectively, Certificates bearing the same alphabetical
designation (A-1, A-2, A-3 or R).
CLASS A AVAILABLE FUNDS: With respect to any Remittance
Date, the sum of (i) the Class A Available Remittance Amount, (ii) any amounts
deposited in the Certificate Account from the Spread Account with respect to the
Class A Certificates pursuant to Section 6.11(b)(i)(A)(1) or 6.11(b)(i)(B)(1)
and (iii) Class A Insured Payments, if any.
CLASS A AVAILABLE INTEREST AMOUNT: With respect to any
Remittance Date, the portion of the Class A Available Remittance Amount
attributable to interest.
CLASS A AVAILABLE REMITTANCE AMOUNT: With respect to any
Remittance Date, the sum of all amounts described in clauses (i) through (vii)
inclusive, of Section 5.03 received by the Servicer or any Subservicer
(including any amounts paid by the Servicer and the Originator and excluding (a)
any amounts not required to be deposited in the Certificate Account pursuant to
Section 5.03, (b) any Net Simple Interest Excess and (c) any amounts paid to the
Servicer pursuant to Section 5.04(ii), (iii), (vi), (vii) and (viii) as of the
related Determination Date) during the related Due Period and deposited into the
Certificate Account as of the Determination Date plus Monthly Advances and
Compensating Interest deposited into the Certificate Account as of such
Remittance Date. No amount included in the Class A Available Remittance Amount
by virtue of being described by any component of the definition thereof shall be
included twice (or more than twice) by virtue of also being described by any
other component or otherwise.
CLASS A CERTIFICATE: Any one of the Class A-1, Class A-2 or
Class A-3 Certificates.
CLASS A CERTIFICATE INSURANCE POLICY: The Financial Guaranty
Insurance Policy No. 50447-N, and all endorsements thereto dated the Closing
Date, issued by the Certificate Insurer for the benefit of the Holders of the
Class A Certificates, a copy of which is attached hereto as Exhibit M.
CLASS A CERTIFICATEHOLDER: A holder of a Class A Certificate.
CLASS A INSURED PAYMENT: The amount paid by the
Certificate Insurer under the Class A Certificate Insurance Policy in accordance
with its terms.
CLASS A PRINCIPAL REMITTANCE AMOUNT: As to any
Remittance Date, the sum of (i) each payment of principal received by the
Servicer or any Subservicer (exclusive of amounts described in clauses (ii) and
(iii) hereof with respect to the Mortgage Loans in the related Due Period, (ii)
all Curtailments and all Principal Prepayments received with respect to the
Mortgage Loans during such related Due Period, (iii) the principal portion of
all Insurance Proceeds, Released Mortgaged Property Proceeds and Net Liquidation
Proceeds received with respect to the Mortgage Loans during the related Due
Period, (iv) an amount equal to the Unrecovered Class A Portion and (v) (a) that
portion of the purchase price (as indicated in Section 2.03(b)) of any
repurchased Mortgage Loans which represents principal and (b) any Substitution
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<PAGE> 16
Adjustments with respect to the Mortgage Loans required to be deposited in the
Certificate Account as of the related Determination Date.
CLASS A REMITTANCE AMOUNT: With respect to any
Remittance Date, the sum of (i) the Class A-1 Interest Remittance Amount, (ii)
the Class A-2 Interest Remittance Amount, (iii) the Class A-3 Interest
Remittance Amount, (iv) the Class A-1 Principal Remittance Amount, (v) the Class
A-2 Principal Remittance Amount, (vi) the Class A-3 Principal Remittance Amount,
(vii) the Class A- 1 Carry-Forward Amount to the extent such amount does not
represent a Class A Insured Payment, (viii) the Class A-2 Carry-Forward Amount
to the extent such amount does not represent a Class A Insured Payment and (ix)
the Class A-3 Carry-Forward Amount to the extent such amount does not represent
a Class A Insured Payment.
CLASS A WEIGHTED AVERAGE PASS-THROUGH RATE: As to the
Class A Certificates and any Remittance Date, the weighted average of the Class
A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate and the Class A-3
Pass-Through Rate, weighted by the Class A-1 Principal Balance, the Class A-2
Principal Balance and the Class A-3 Principal Balance as of such Remittance Date
and prior to taking into account any distributions to be made on such Remittance
Date.
CLASS A-1 CARRY-FORWARD AMOUNT: As of any Remittance
Date, the sum of (i) the amount, if any, by which (A) the Class A-1 Remittance
Amount as of the preceding Remittance Date exceeded (B) the amount of the actual
distribution made to the Class A-1 Certificateholders on such preceding
Remittance Date, exclusive of any portion of any Insured Payment made to the
Class A-1 Certificateholders pursuant to Section 6.05 hereof on such preceding
Remittance Date and not reimbursed and (ii) 30 days' interest (calculated on the
basis of a 360-day year consisting of twelve 30 day months) on the amount of
Class A Insured Payments, if any, previously made with respect to the Class A-1
Certificates, and not reimbursed, at an interest rate equal to the Class A-1
Pass-Through Rate.
CLASS A-1 INTEREST REMITTANCE AMOUNT: The Class A-1
Non-Reduced Interest Remittance Amount, reduced by the product of (x) a
fraction, the numerator of which is the Class A-1 Non-Reduced Interest
Remittance Amount and the denominator of which is the Total Class A Non-Reduced
Interest Remittance Amount and (y) the aggregate Mortgage Loan Interest
Shortfall, if any, for such Remittance Date, to the extent not covered by
payments by the Servicer pursuant to Section 6.09.
CLASS A-1 INTEREST SHORTFALL: The excess of (A) the
Class A-1 Interest Remittance Amount over (B) the product of (x) the Class A
Available Interest Amount and (y) a fraction, the numerator of which is the
Class A-1 Interest Remittance Amount and the denominator of which is the Total
Class A Interest Remittance Amount.
CLASS A-1 NON-REDUCED INTEREST REMITTANCE AMOUNT: Thirty
days' interest at the Class A-1 Pass-Through Rate on the Class A-1 Principal
Balance immediately prior to the related Remittance Date.
CLASS A-1 PASS-THROUGH RATE: As to each Remittance Date, 6.200%
per annum.
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<PAGE> 17
CLASS A-1 POOL FACTOR: As of any date of determination,
the Class A-1 Principal Balance as of such date of determination divided by the
Original Class A-1 Principal Balance.
CLASS A-1 PRINCIPAL BALANCE: As of any date of
determination, the Original Class A-1 Principal Balance reduced by the sum of
all amounts previously distributed to Class A-1 Certificateholders in respect of
principal on all previous Remittance Dates.
CLASS A-1 PRINCIPAL REMITTANCE AMOUNT: As of any
Remittance Date, the amount of principal required to be distributed on such
Remittance Date from available funds to the Class A-1 Certificateholders, such
amount being equal to the lesser of (i) the Class A-1 Principal Balance or (ii)
the product of (x) the Combined Percentage and (y) the Class A Principal
Remittance Amount.
CLASS A-1 PRINCIPAL SHORTFALL: The excess of (A) the
Class A-1 Principal Remittance Amount over (B) the product of (1) the Combined
Percentage and (2) the portion of the Class A Available Remittance Amount
attributable to principal collections.
CLASS A-1 REMITTANCE AMOUNT: With respect to any
Remittance Date, the sum of (a) the Class A-1 Interest Remittance Amount, (b)
the Class A-1 Principal Remittance Amount, and (c) the Class A-1 Carry-Forward
Amount.
CLASS A-2 CARRY-FORWARD AMOUNT: As of any Remittance
Date, the sum of (i) the amount, if any, by which (A) the Class A-2 Remittance
Amount as of the preceding Remittance Date exceeded (B) the amount of the actual
distribution made to the Class A-2 Certificateholders on such preceding
Remittance Date, exclusive of any portion of any Insured Payment made to the
Class A-2 Certificateholders, pursuant to Section 6.05 hereof on such preceding
Remittance Date and not reimbursed and (ii) 30 days' interest (calculated on the
basis of a 360-day year consisting of twelve 30 day months) on the amount of
Class A Insured Payments, if any, previously made with respect to the Class A-2
Certificates, and not reimbursed, at an interest rate equal to the Class A-2
Pass-Through Rate.
CLASS A-2 INTEREST REMITTANCE AMOUNT: The Class A-2
Non-Reduced Interest Remittance Amount, reduced by the product of (x) a
fraction, the numerator of which is the Class A-2 Non-Reduced Interest
Remittance Amount and the denominator of which is the Total Class A Non-Reduced
Interest Remittance Amount and (y) the aggregate Mortgage Loan Interest
Shortfall, if any, for such Remittance Date, to the extent not covered by
payments by the Servicer pursuant to Section 6.09.
CLASS A-2 INTEREST SHORTFALL: The excess of (A) the
Class A-2 Interest Remittance Amount over (B) the product of (x) the Class A
Available Interest Amount and (y) a fraction, the numerator of which is the
Class A-2 Interest Remittance Amount and the denominator of which is the Total
Class A Interest Remittance Amount.
CLASS A-2 NON-REDUCED INTEREST REMITTANCE AMOUNT: Thirty
days' interest at the Class A-2 Pass-Through Rate on the Class A-2 Principal
Balance immediately prior to the related Remittance Date.
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<PAGE> 18
CLASS A-2 PASS-THROUGH RATE: With respect to each
Remittance Date (i) which occurs prior to the Clean-Up Call Date, 7.225% per
annum and (ii) which occurs after the Clean-Up Call Date, 7.975% per annum.
CLASS A-2 POOL FACTOR: As of any date of determination,
the Class A-2 Principal Balance as of such date of determination divided by the
Original Class A-2 Principal Balance.
CLASS A-2 PRINCIPAL BALANCE: As of any date of
determination, the Original Class A-2 Principal Balance reduced by the sum of
all amounts previously distributed to Class A-2 Certificateholders in respect of
principal on all previous Remittance Dates.
CLASS A-2 PRINCIPAL REMITTANCE AMOUNT: As of any
Remittance Date on or after the Remittance Date on which the Class A-1 Principal
Balance has been reduced to zero, the amount of principal required to be
distributed on such Remittance Date from available funds to the Class A-2
Certificateholders, such amount being equal to the lesser of (i) the Class A-2
Principal Balance or (ii) the product of (x) the Combined Percentage and (y) the
Class A Principal Remittance Amount, less the Class A-1 Principal Remittance
Amount, if any, distributed to the Class A-1 Certificateholders on such
Remittance Date.
CLASS A-2 PRINCIPAL SHORTFALL: The excess of (A) the
Class A-2 Principal Remittance Amount over (B) the product of (1) the Combined
Percentage and (2) the portion of the Class A Available Remittance Amount
attributable to principal collections.
CLASS A-2 REMITTANCE AMOUNT: With respect to any
Remittance Date, the sum of (a) the Class A-2 Interest Remittance Amount, (b)
the Class A-2 Principal Remittance Amount, and (c) the Class A-2 Carry-Forward
Amount.
CLASS A-3 CARRY-FORWARD AMOUNT: As of any Remittance
Date, the sum of (i) the amount, if any, by which (A) the Class A-3 Remittance
Amount as of the preceding Remittance Date exceeded (B) the amount of the actual
distribution made to the Class A-3 Certificateholders on such preceding
Remittance Date, exclusive of any portion of any Insured Payment made to the
Class A-3 Certificateholders, pursuant to Section 6.05 hereof on such preceding
Remittance Date and not reimbursed and (ii) 30 days' interest (calculated on the
basis of a 360-day year consisting of twelve 30 day months) on the amount of
Class A Insured Payments, if any, previously made with respect to the Class A-3
Certificates, and not reimbursed, at an interest rate equal to the Class A-3
Pass-Through Rate.
CLASS A-3 INTEREST REMITTANCE AMOUNT: The Class A-3
Non-Reduced Interest Remittance Amount, reduced by the product of (x) a
fraction, the numerator of which is the Class A-3 Non-Reduced Interest
Remittance Amount and the denominator of which is the Total Class A Non-Reduced
Interest Remittance Amount and (y) the aggregate Mortgage Loan Interest
Shortfall, if any, for such Remittance Date, to the extent not covered by
payments by the Servicer pursuant to Section 6.09.
CLASS A-3 INTEREST SHORTFALL: The excess of (A) the
Class A-3 Interest Remittance Amount over (B) the product of (x) the Class A
Available Interest Amount and (y) a fraction, the numerator of which is the
Class A-3 Interest Remittance Amount and the denominator of which is the Total
Class A Interest Remittance Amount.
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<PAGE> 19
CLASS A-3 NON-REDUCED INTEREST REMITTANCE AMOUNT: Thirty
days' interest at the Class A-3 Pass-Through Rate on the Class A-3 Principal
Balance immediately prior to the related Remittance Date.
CLASS A-3 PASS-THROUGH RATE: With respect to each
Remittance Date (i) which occurs prior to the Clean-Up Call Date, 7.175% per
annum and (ii) which occurs after the Clean-Up Call Date, 7.925% per annum.
CLASS A-3 PERCENTAGE: 42.511506%.
CLASS A-3 POOL FACTOR: As of any date of determination,
the Class A-3 Principal Balance as of such date of determination divided by the
Original Class A-3 Principal Balance.
CLASS A-3 PRINCIPAL BALANCE: As of any date of
determination, the Original Class A-3 Principal Balance reduced by the sum of
all amounts previously distributed to Class A-3 Certificateholders in respect of
principal on all previous Remittance Dates.
CLASS A-3 PRINCIPAL REMITTANCE AMOUNT: As of any
Remittance Date, the amount of principal required to be distributed on such
Remittance Date from available funds to the Class A-3 Certificateholders, such
amount being equal to the lesser of (i) the Class A-3 Principal Balance or (ii)
the product of (x) the Class A-3 Percentage and (y) the Class A Principal
Remittance Amount.
CLASS A-3 PRINCIPAL SHORTFALL: The excess of (A) the
Class A-3 Principal Remittance Amount over (B) the product of (1) the Class A-3
Percentage and (2) the portion of the Class A Available Remittance Amount
attributable to principal collections.
CLASS A-3 REMITTANCE AMOUNT: With respect to any
Remittance Date, the sum of (a) the Class A-3 Interest Remittance Amount, (b)
the Class A-3 Principal Remittance Amount, and (c) the Class A-3 Carry-Forward
Amount.
CLASS R CERTIFICATE: A Certificate denominated as a
Class R Certificate executed by the Trustee on behalf of the Trust Fund and
authenticated by the Trustee substantially in the form annexed hereto as Exhibit
B-2 and subordinate to the Class A Certificates in right of payment to the
extent set forth herein.
CLASS R CERTIFICATEHOLDER: A Holder of a Class R Certificate.
CLEAN-UP CALL DATE: The first Remittance Date on which
the Servicer would be permitted to exercise its optional right to terminate the
Trust Fund in accordance with Section 11.01(b) hereof.
CLOSING DATE: March 20, 1996.
CODE: The Internal Revenue Code of 1986, as amended.
COMBINED LOAN-TO-VALUE RATIO or CLTV: With respect to any
Mortgage Loan, the sum of the original principal balance of such Mortgage Loan
and the outstanding
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<PAGE> 20
principal balance of the First Lien, if any, as of the date of origination of
the Mortgage Loan, divided by the lesser of (i) the value of the related
Mortgaged Property based upon the appraisal made at the origination of the
Mortgage Loan or (ii) the purchase price of the Mortgaged Property if the
Mortgage Loan proceeds are used to purchase the Mortgaged Property.
COMBINED PERCENTAGE: 57.488494%.
COMMISSION: The Securities and Exchange Commission.
COMPENSATING INTEREST: As set forth in Section 6.09.
CURTAILMENT: With respect to a Mortgage Loan, any
payment of principal received during a Due Period as part of a payment that is
in excess of the amount of the Monthly Payment due for such Due Period and which
is not intended to satisfy the Mortgage Loan in full, nor is intended to cure a
delinquency.
CUT-OFF DATE: The close of business, February 29, 1996.
DEBT SERVICE REDUCTION: With respect to any Mortgage
Loan, a reduction by a court of competent jurisdiction of the Monthly Payment
due on such Mortgage Loan.
DEFICIENT VALUATION: With respect to any Mortgage Loan,
a valuation of the related Mortgaged Property by a court of competent
jurisdiction in an amount less than the then outstanding principal balance of
the Mortgage Loan, which valuation results from a proceeding initiated under the
United States Bankruptcy Code.
DELETED MORTGAGE LOAN: A Mortgage Loan replaced by or to be
replaced by a Qualified Substitute Mortgage Loan.
DELINQUENCY TRIGGER EVENT: A Delinquency Trigger Event
will have occurred with respect to any Due Period if the average outstanding
principal balance of Mortgage Loans in the Trust Fund more than 60 days
delinquent over the prior 6 months each computed as of the first day of the
related Due Period, is greater than or equal to 7.5% of the aggregate
outstanding principal balance of the Mortgage Loans as of the first day of such
Due Period. A Delinquency Trigger Event will be deemed to have terminated as to
any Remittance Date (subject to the reoccurrence of such event), if a
Delinquency Trigger Event shall not have occurred as of the first day of the
most recently ended Due Period.
DELIVER OR DELIVERY: With respect to the Class R Certificates
(other than the portion thereof representing the Tax Matters Person Residual
Interest), and any other residual interest in a trust that is hereafter conveyed
to the Residual Trust Fund, a transfer in the manner as follows:
The Class R Certificate (other than the portion representing the
Tax Matters Person Residual Interest) shall be registered in the
name of the Trustee for the benefit of the Trust
Certificateholder, and the Trustee, as trustee for the benefit
of the Trust Certificateholder, shall be identified in the
Certificate Register as the holder of the entire beneficial
ownership interest in the Class R Certificate (other than the
portion representing the Tax Matters Person Residual Interest)
so that all payments
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<PAGE> 21
in respect of the Class R Certificate (other than the portion
representing the Tax Matters Person Residual Interest) shall be
made to and for the account of the Trustee for the benefit of
the Trust Certificateholder. Any other residual interest in a
trust that is hereafter conveyed to the Residual Trust Fund will
be transferred to the Trustee in the same manner.
DEPOSITOR: Prudential Securities Secured Financing Corporation,
a Delaware corporation, and any successor thereto.
DEPOSITORY: The Depository Trust Company, 7 Hanover Square, New
York, New York 10004 and any successor Depository hereafter named.
DETERMINATION DATE: The seventh Business Day of each month.
DIRECT PARTICIPANT: Any broker-dealer, bank or other
financial institution for which the Depository holds Class A Certificates from
time to time as a securities depositary.
DUE DATE: The day of the month on which the Monthly Payment is
due from the Mortgagor on a Mortgage Loan.
DUE PERIOD: With respect to each Remittance Date, the
calendar month preceding the month in which such Remittance Date occurs.
ELIGIBLE ACCOUNT: Either (A) an account or accounts
maintained with an institution whose deposits are insured by the FDIC, the
unsecured and uncollateralized debt obligations of which institution shall be
rated AA or better by S&P and Aa2 or better by Moody's and in the highest short
term rating category by S&P and Moody's, and which is (i) a federal savings and
loan association duly organized, validly existing and in good standing under the
federal banking laws, (ii) an institution duly organized, validly existing and
in good standing under the applicable banking laws of any state, (iii) a
national banking association duly organized, validly existing and in good
standing under the federal banking laws, (iv) a principal subsidiary of a bank
holding company, or (v) approved in writing by the Certificate Insurer, S&P and
Moody's or (B) a trust account or accounts maintained with the trust department
of a federal or state chartered depository institution or trust company, having
capital and surplus of not less than $50,000,000, acting in its fiduciary
capacity and which shall be rated Baa3 or better by Moody's.
ERISA: As defined in Section 4.02(j).
EVENT OF DEFAULT: As described in Section 10.01.
EXCESS PROCEEDS: As of any Remittance Date, with respect
to any Liquidated Mortgage Loan, the excess, if any, of (a) the total Net
Liquidation Proceeds (prior to excluding amounts therefrom calculated pursuant
to this definition of Excess Proceeds), over (b) the Principal Balance of such
Mortgage Loan as of the date such Mortgage Loan became a Liquidated Mortgage
Loan plus interest thereon at the Mortgage Interest Rate, from the date through
which interest was last paid by the Mortgagor in connection with such Mortgage
Loan to but not including the first day of the month in which such Remittance
Date occurs.
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EXCESS SPREAD: With respect to any Remittance Date, the
amount equal to the excess, if any, of the Class A Available Funds (exclusive of
Insured Payments) over the sum of the amounts distributed pursuant to Section
6.05(c)(i)-(v).
FDIC: The Federal Deposit Insurance Corporation and any
successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation and any
successor thereto.
FIDELITY BOND: As described in Section 5.09.
FINAL SCHEDULED REMITTANCE DATE: The Remittance Date occurring
in August 15, 2026.
FIRST LIEN: With respect to any Mortgage Loan which is a
second priority lien, the mortgage loan relating to the corresponding Mortgaged
Property having a first priority lien.
FNMA: The Federal National Mortgage Association and any
successor thereto.
I & I AGREEMENTS: The Insurance and Indemnification Agreement,
together with the insurance and indemnification agreement relating to any other
trust fund with respect to which a residual interest is hereafter conveyed to
the Residual Trust Fund.
I & I EVENT OF DEFAULT: any condition or event specified under
any of the I&I Agreements as an "Event of Default."
I & I PAYMENTS: Payments due and owing under the Insurance and
Indemnity Agreement other than pursuant to Section 3.02(a), the first sentence
of Section 3.02(b), Section 3.02(c) and Section 3.04 of such Agreement.
INDIRECT PARTICIPANT: Any financial institution for whom any
Direct Participant holds an interest in a Class A Certificate.
INSURANCE AND INDEMNITY AGREEMENT: The Insurance and
Indemnity Agreement dated as of March 20, 1996 among the Certificate Insurer,
the Depositor and the Originator.
INSURANCE PROCEEDS: Proceeds paid to the Trustee or the
Servicer by any insurer (except the Certificate Insurer) or by the Servicer
pursuant to a deductible clause under a blanket policy insuring against fire and
hazards of extended coverage on all of the Mortgage Loans pursuant to Section
5.08, in either event pursuant to any insurance policy covering a Mortgage Loan,
Mortgaged Property, or REO Property or any other insurance policy net of any
expenses that are incurred by the Servicer or the Trustee in connection with the
collection of such proceeds and not otherwise reimbursed to the Servicer, other
than proceeds to be applied to the restoration or repair of the Mortgaged
Property or released to the Mortgagor in accordance with the procedures the
Servicer would follow in servicing second mortgage loans held for its own
account.
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INSURED PAYMENT: With respect to Class A Certificates the Class
A Insured Payment.
LIQUIDATED MORTGAGE LOAN: Any defaulted Mortgage Loan or
REO Property as to which the Servicer has determined that all amounts which it
reasonably and in good faith expects to recover have been recovered from or on
account of such Mortgage Loan.
LIQUIDATION LOAN LOSSES: For each Liquidated Mortgage
Loan the amount, if any, by which the principal balance thereof plus accrued and
unpaid interest thereon plus unreimbursed Servicing Advances is in excess of the
Liquidation Proceeds realized thereon.
LIQUIDATION PROCEEDS: Cash, including Insurance
Proceeds, proceeds of any REO Disposition and any other amounts required to be
deposited in the Certificate Account pursuant to Section 5.10 hereof (plus for
purposes of computing Liquidation Loan Losses only, amounts retained by the
Servicer pursuant to Section 5.10), and any other amounts received in connection
with the liquidation of defaulted Mortgage Loans, whether through trustee's
sale, foreclosure sale or otherwise.
LOAN LOSSES: The aggregate of the Liquidation Loan Losses for
all Liquidated Mortgage Loans.
LOSS TRIGGER EVENT: A Loss Trigger Event will have
occurred with respect to any Due Period if (i) as of the first day of such Due
Period, the cumulative Loan Losses since the Cut-Off Date exceed (A) if the
first day of such Due Period is prior to April 15, 1998, 0.500% of the Original
Pool Principal Balance, (B) if the first day of such Due Period is after April
15, 1998 and prior to April 15, 1999, .750% of the Original Pool Principal
Balance, (C) if the first day of such Due Period is after April 15, 1999, and
prior to April 15, 2001, 1.25% of the Original Pool Principal Balance, or (D) if
the first day of such Due Period is after April 15, 2001, 1.50% of the Original
Pool Principal Balance or (ii) if in the 12 month period ending on the first day
of such Due Period cumulative Loan Losses during such 12 month period are
greater than or equal to 0.50% of the Original Pool Principal Balance. A Loss
Trigger Event will be deemed to have terminated as to any Remittance Date
(subject to the reoccurrence of such event), if a Loss Trigger Event shall not
have occurred as of the first day of the most recently ended Due Period.
MAJORITY CERTIFICATEHOLDERS: The Holder or Holders of
Class A Certificates evidencing Percentage Interests in excess of 51% in the
aggregate.
MATURITY DATE: The latest possible maturity date as
defined in Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which
each Class of Certificates representing a regular interest in the Trust Fund,
would be reduced to zero as determined under a hypothetical scenario that
assumes, among other things, that (i) scheduled interest and principal payments
on the Mortgage Loans are received in a timely manner, with no delinquencies or
losses, (ii) there are no principal prepayments on the Mortgage Loans, (iii) the
Originator and the Servicer will not repurchase any Mortgage Loan and the
Servicer will not exercise its option to purchase the Mortgage Loans and thereby
cause a termination of the Trust Fund, and (iv) the Mortgage Loans have an
original term to maturity and a remaining term to maturity of 360 months.
MONTHLY ADVANCE: An advance made by the Servicer pursuant to
Section 6.08 hereof.
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MONTHLY EXCESS SPREAD AMOUNT: On any Remittance Date,
the amount equal to the product of (i) 100% and (ii) the amount of the Excess
Spread as of such Remittance Date; provided, however, that the percentage set
forth in clause (i) above may be reduced, solely at the discretion of the
Certificate Insurer, at which time written notice shall be sent to the
Originator, the Servicer, the Trustee, S&P and Moody's.
MONTHLY PAYMENT: The scheduled monthly payment of
principal and/or interest required to be made by a Mortgagor on the related
Mortgage Loan, as set forth in the related Mortgage Note.
MOODY'S: Moody's Investors Service, Inc., a corporation
organized and existing under Delaware law, or any successor thereto and if such
corporation no longer for any reason performs the services of a securities
rating agency, "Moody's" shall be deemed to refer to any other nationally
recognized rating agency designated by the Certificate Insurer.
MORTGAGE: The mortgage, deed of trust or other instrument
creating a first or second lien on the Mortgaged Property.
MORTGAGE FILE: As described in Exhibit A.
MORTGAGE IMPAIRMENT INSURANCE POLICY: As described in Section
5.08.
MORTGAGE INTEREST RATE: With respect to each Mortgage Loan, the
fixed annual rate at which interest accrues on such Mortgage Loan as shown on
the Mortgage Loan Schedule.
MORTGAGE LOAN: An individual mortgage loan which is
assigned and transferred to the Trustee pursuant to this Agreement, together
with the rights and obligations of a holder thereof and payments thereon and
proceeds therefrom (other than payments of interest that accrued on each
Mortgage Loan up to and including the Due Date therefor occurring in February
1996), the Mortgage Loans originally subject to this Agreement being identified
on the Mortgage Loan Schedule attached hereto as Exhibit G. As applicable,
Mortgage Loan shall be deemed to refer to the related REO Property.
MORTGAGE LOAN INTEREST SHORTFALL: With respect to any
Remittance Date, as to any Mortgage Loan, the sum of (i) any Prepayment Interest
Shortfall and (ii) any Civil Relief Act Interest Shortfall in respect of such
Mortgage Loan for such Remittance Date.
MORTGAGE LOAN SCHEDULE: The schedule of Mortgage Loans,
attached hereto as Exhibit G as amended from time to time to include Qualified
Substitute Mortgage Loans and delete Deleted Mortgage Loans, such schedule
identifying each Mortgage Loan by the account number for such Mortgage Loan and
setting forth as to each Mortgage Loan the following information: (i) the
Principal Balance as of the close of business on the Cut-Off Date, (ii) the
account number, (iii) the original principal amount, (iv) the CLTV as of the
date of the origination of the related Mortgage Loan, (v) the Due Date, (vi) the
Monthly Payment as of the Cut-Off Date, (vii) the original stated maturity date
of the Mortgage Note, (viii) the remaining number of months to maturity as of
the Cut-Off Date, (ix) the Mortgaged Property State, (x) the type of property,
(xi) the lien status, and (xii) the Mortgage Interest Rate.
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MORTGAGE NOTE: The original, executed note or other
evidence of indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan.
MORTGAGED PROPERTY: The underlying property securing a
Mortgage Loan, consisting of a fee simple estate in a single parcel of land
improved by a Residential Dwelling.
MORTGAGED PROPERTY STATES: The states in which any Mortgaged
Property is located.
MORTGAGOR: The obligor on a Mortgage Note.
1994-4 POOLING AND SERVICING AGREEMENT: The Pooling and
Servicing Agreement dated as of September 30, 1994 among Bankers Trust Company
of California, N.A., as trustee, the Depositor and the Servicer.
NET LIQUIDATION PROCEEDS: Liquidation Proceeds net of
any reimbursements to the Servicer made therefrom pursuant to Section 5.04(ii)
and net of Excess Proceeds.
NET SIMPLE INTEREST EXCESS: As of any Remittance Date,
the excess, if any, of the aggregate amount of Simple Interest Excess over the
aggregate amount of Simple Interest Shortfall.
NET SIMPLE INTEREST SHORTFALL: As of any Remittance
Date, the excess, if any, of the aggregate amount of Simple Interest Shortfall
over the aggregate amount of Simple Interest Excess for such Remittance Date.
NONRECOVERABLE ADVANCES: With respect to any Mortgage
Loan, (i) any Servicing Advance or Monthly Advance previously made and not
reimbursed from late collections pursuant to Section 5.04(ii), or (ii) a
Servicing Advance or Monthly Advance proposed to be made in respect of a
Mortgage Loan or REO Property which, in the good faith business judgment of the
Servicer, as evidenced by an Officer's Certificate delivered to the Certificate
Insurer, the Originator and the Trustee no later than the Business Day following
such determination, would not be ultimately recoverable pursuant to Sections
5.04(ii), 5.04(vi)(b), 6.05(c)(iv), 6.05(c)(v), 6.11(b)(ii) or 6.11(c).
OFFICER'S CERTIFICATE: A certificate signed by the
President or a Vice President or an Assistant Vice President of the Originator
and/or the Servicer, or the Depositor, as required by this Agreement.
OPINION OF COUNSEL: A written opinion of counsel, who
may, without limitation, be counsel for the Originator, the Servicer, the
Trustee, a Certificateholder or a Certificateholder's prospective transferee or
the Certificate Insurer (including except as otherwise provided herein, in-house
counsel) reasonably acceptable to each addressee of such opinion and experienced
in matters relating to the subject of such opinion; except that any opinion of
counsel relating to (a) the qualification of the REMIC Trust as a REMIC, (b)
compliance with the REMIC Provisions or (c) the intended treatment of the
Residual Trust Fund provided in Section 12.01(e) hereof must be an opinion of
counsel who (i) is in fact independent of the Originator, the Servicer and the
Trustee, (ii) does not have any direct financial interest or any material
indirect financial
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interest in the Originator or the Servicer or the Trustee or in an affiliate
thereof, (iii) is not connected with the Originator or the Servicer or the
Trustee as an officer, employee, director or person performing similar functions
and (iv) is reasonably acceptable to the Certificate Insurer.
ORIGINAL CLASS A-1 PRINCIPAL BALANCE: $10,373,000.
ORIGINAL CLASS A-2 PRINCIPAL BALANCE: $20,730,000.
ORIGINAL CLASS A-3 PRINCIPAL BALANCE: $23,000,000.
ORIGINAL POOL PRINCIPAL BALANCE: The Pool Principal Balance as
of the Cut-off Date, which amount is equal to $54,103,729.22.
ORIGINATOR: Home Loan and Investment Bank, F.S.B, a federal
savings bank, or its successor in interest.
OWNERSHIP INTEREST: As to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.
OWNER-OCCUPIED MORTGAGED PROPERTY: A Residential Dwelling as to
which (i) the related Mortgagor represented an intent to occupy as such
Mortgagor's primary, secondary or vacation residence at the origination of the
Mortgage Loan, and (ii) the Originator has no actual knowledge that such
residential Dwelling is not so occupied.
PASS-THROUGH RATE: With respect to Class A-1 Certificates, the
Class A-1 Pass-Through Rate, with respect to the Class A-2 Certificates, the
Class A-2 Pass-Through Rate and, with respect to the Class A-3 Certificates, the
Class A-3 Pass-Through Rate.
PERCENTAGE INTEREST: With respect to a Class A Certificate, the
portion of the Class evidenced by such Certificate, expressed as a percentage
rounded to four decimal places, equal to a fraction the numerator of which is
the denomination represented by such Certificate and the denominator of which
is, in the case of the Class A-1 Certificates, the Original Class A-1 Principal
Balance, in the case of the Class A-2 Certificates, the Original Class A-2
Principal Balance and, in the case of the Class A-3 Certificates, the Original
Class A-3 Principal Balance. With respect to a Class R Certificate, the portion
of the Class evidenced thereby as stated on the face of such Certificate, which
shall be either 99.9999% or, but only with respect to the Tax Matters Person
Residual Interest held by the Tax Matters Person, 0.0001%.
PERMITTED INSTRUMENTS: As used herein, Permitted Instruments
shall include the following:
a. direct general obligations of, or obligations fully and
unconditionally guaranteed as to the timely payment of principal and
interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and
credit of the United States; provided that any obligation of, or
guaranties by, FHLMC or FNMA, other than senior debt obligations and
mortgage pass-through certificates guaranteed by FHLMC or FNMA shall be
a Permitted Instrument only if, at the time of such investment, such
investment is acceptable to the Certificate Insurer but excluding any
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of such securities whose terms do not provide for payment of a fixed
dollar amount upon maturity or call for redemption;
b. federal funds and certificates of deposit, time and demand
deposits and banker's acceptances issued by any bank or trust company
incorporated under the laws of the United States or any state thereof
and subject to supervision and examination by federal or state banking
authorities, provided that at the time of such investment or
contractual commitment providing for such investment the short-term
debt obligations of such bank or trust company at the date of
acquisition thereof have been rated A-1+ or better by S&P and P-1 by
Moody's;
c. commercial paper (having original maturities of not more than
180 days) rated A-1+ or better by S&P and P-1 by Moody's;
d. investments in money market funds rated AAAM or AAAm-G by S&P
and Aaa by Moody's; and
e. investments approved by S&P, Moody's and the Certificate
Insurer in writing delivered to the Trustee;
provided that each such Permitted Instrument shall be a "permitted investment"
within the meaning of Section 860G(a)(5) of the Code and that no instrument
described hereunder shall evidence either the right to receive (a) only interest
with respect to the obligations underlying such instrument or (b) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provided a
yield to maturity at par greater than 120% of the yield to maturity at par of
the underlying obligations; and provided, further, that no instrument described
hereunder may be purchased at a price greater than par if such instrument may be
prepaid or called at a price less than its purchase price prior to stated
maturity.
PERMITTED TRANSFEREE: Any Person other than (i) the
United States, any State or political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
International Organization or any agency or instrumentality of either of the
foregoing, (iii) an organization (except certain farmers' cooperatives described
in Section 521 of the Code) which is exempt from tax imposed by Chapter I of the
Code (including the tax imposed by Section 511 of the Code on unrelated business
taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of
the Code) with respect to any Class R Certificate, (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v)
any other Person so designated by the Trustee based upon an Opinion of Counsel
to the Trustee and the Certificate Insurer that the transfer of an Ownership
Interest in a Class R Certificate to such Person may cause either (a) the REMIC
Trust to fail to qualify as a REMIC at any time that the Class A Certificates
are outstanding or (b) the Trust Fund or any Person having an Ownership Interest
in any Class of Certificates, other than such Person, to incur a liability for
any federal tax imposed under the Code that would not otherwise be imposed but
for the Transfer of an Ownership Interest in a Class R Certificate to such
Person. The terms "United States," "State" and "International Organization"
shall have the meanings set forth in Section 7701 of the Code or successor
provisions. A corporation will not be treated as an instrumentality of the
United States or of any State or political subdivision thereof for these
purposes if all of its activities are
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subject to tax and, with the exception of FHLMC, a majority of its board of
directors is not selected by such governmental unit.
PERSON: Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, national banking association,
unincorporated organization or government or any agency or political subdivision
thereof.
PLEDGE AGREEMENT: The Pledge Agreement dated as of
September 30, 1994 between the Trustee, as trustee of the Residual Trust Fund
and the Certificate Insurer, as amended by the Amendment to Pledge Agreement
dated as of March 20, 1996 between the Trustee and the Certificate Insurer.
POOL PRINCIPAL BALANCE: The aggregate Principal Balances as of
any date of determination.
PREMIUM: As defined in the Premium Side Letter.
PREMIUM PERCENTAGE: As defined in the Premium Side Letter.
PREMIUM SIDE LETTER: The letter or letters dated the Closing
Date from the Certificate Insurer to the Originator (with a copy to the Trustee)
setting forth the payment arrangements for the premium on the Certificate
Insurance Policy and certain related expense payment arrangements.
PREPAYMENT ASSUMPTION: A constant prepayment rate used solely
for determining the accrual of original issue discount and market discount on
the Certificates for federal income tax purposes. The Prepayment Assumption with
respect to the Class A Certificates shall be 19% of "HEP."
PREPAYMENT INTEREST SHORTFALL: With respect to any Remittance
Date, for each Mortgage Loan that was the subject during the related Due Period
of a Principal Prepayment, an amount equal to the excess, if any, of (i) 30
days' interest on the Principal Balance of such Mortgage Loan at a per annum
rate equal to the Mortgage Interest Rate (or at such lower rate as may be in
effect for such Mortgage Loan pursuant to application of the Civil Relief Act,
any Deficient Valuation and/or any Debt Service Reduction) minus the rate at
which the Servicing Fee is calculated over (ii) the amount of interest actually
remitted by the Mortgagor in connection with such Principal Prepayment less the
Servicing Fee for such Mortgage Loan in such month. The obligations of the
Servicer in respect of any Prepayment Interest Shortfall are set forth in
Section 6.09.
PRINCIPAL BALANCE: With respect to any Mortgage Loan or related
REO Property, at any date of determination, (i) the principal balance of the
Mortgage Loan outstanding as of the Cut-Off Date (or as of the applicable
substitution date with respect to a Qualified Substitute Mortgage Loan), after
application of principal payments received on or before such date, minus
(without duplication) (ii) the sum of (a) the principal portion of the Monthly
Payments received during each Due Period ending prior to the most recent
Remittance Date and deposited in the Certificate Account pursuant to Section
5.03, and (b) all Principal Prepayments, Curtailments, Insurance Proceeds, Net
Liquidation Proceeds, Released Mortgaged Property Proceeds and net income from
an REO Property to the extent applied by the Servicer as recoveries
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of principal in accordance with the provisions hereof, which were distributed
pursuant to Section 6.05 on any previous Remittance Date.
PRINCIPAL PREPAYMENT: Any payment or other recovery of
principal on a Mortgage Loan equal to the outstanding principal balance thereof,
received in advance of the final scheduled Due Date which is intended to satisfy
a Mortgage Loan in full.
PROSPECTUS: The Prospectus dated August 4, 1995 and the
Prospectus Supplement dated March 14, 1996 relating to the Class A Certificates
filed with the Commission in connection with the Registration Statement
heretofore filed with the Commission on Form S-3 with respect to the Class A
Certificates.
PROSPECTUS SUPPLEMENT: The Prospectus Supplement dated
March 14, 1996 relating to the Class A Certificates filed with the Commission in
connection with the Registration Statement heretofore filed with the Commission
on Form S-3 with respect to the Class A Certificates.
PURCHASE AGREEMENT: The Unaffiliated Seller's Agreement,
dated as of the date hereof, between the Originator and the Depositor relating
to the sale of the Mortgage Loans to the Depositor.
QUALIFIED MORTGAGE: "Qualified Mortgage" shall have the meaning
set forth from time to time in the definition thereof at Section 860G(a)(3) of
the Code (or any successor statute thereto).
QUALIFIED SUBSTITUTE MORTGAGE LOAN: A mortgage loan or
mortgage loans substituted for a Deleted Mortgage Loan pursuant to Section 2.03
or 3.03 hereof, which (i) has or have a mortgage interest rate or rates of not
less than (and not more than one percentage point more than), the Mortgage
Interest Rate for the Deleted Mortgage Loan, (ii) relates or relate to a
detached one-family residence or to the same type of Residential Dwelling as the
Deleted Mortgage Loan and in each case has or have the same or a better lien
priority as the Deleted Mortgage Loan and has the same occupancy status or is an
Owner Occupied Mortgaged Property, (iii) matures or mature no later than (and
not more than one year earlier than) the Deleted Mortgage Loan, (iv) has or have
a Combined Loan-to-Value Ratio or Combined Loan-to-Value Ratios at the time of
such substitution no higher than the Combined Loan-to-Value Ratio of the Deleted
Mortgage Loan, (v) has or have a principal balance or principal balances (after
application of all payments received on or prior to the date of substitution)
not substantially less and not more than the Principal Balance of the Deleted
Mortgage Loan as of such date, (vi) satisfies or satisfy the criteria set forth
from time to time in the definition of "qualified replacement mortgage" at
Section 860G(a)(4) of the Code (or any successor statute thereto), (vii)
complies or comply as of the date of substitution with each representation and
warranty set forth in Sections 3.01 and 3.02 of the Purchase Agreement, and
(viii) bears or bear a fixed rate of interest.
RATING AGENCY: S&P or Moody's.
RECORD DATE: The last Business Day of the month immediately
preceding a month in which a Remittance Date occurs.
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REIMBURSABLE AMOUNTS: As of any date of determination,
an amount payable to the Servicer or the Originator with respect to (i) Monthly
Advances and Servicing Advances not previously reimbursed, (ii) any advances
reimbursable pursuant to Section 9.01 and not previously reimbursed pursuant to
Section 5.04(vi)(b), Section 6.05(c)(iv), Section 6.05(c)(v), Section
6.11(b)(ii) or Section 6.11(c), and (iii) any other amounts reimbursable to the
Servicer or the Originator prior to a distribution to the Class R
Certificateholders pursuant to this Agreement.
RELEASED MORTGAGED PROPERTY PROCEEDS: As to any Mortgage
Loan, proceeds received by the Servicer in connection with (a) a taking of an
entire Mortgaged Property by exercise of the power of eminent domain or
condemnation or (b) any release of part of the Mortgaged Property from the lien
of the related Mortgage, whether by partial condemnation, sale or otherwise;
which are not released to the Mortgagor in accordance with applicable law or
second mortgage servicing standards the Servicer would use in servicing second
mortgage loans for its own account and this Agreement.
REMAINDER EXCESS SPREAD AMOUNT: As of any Remittance
Date, the amount equal to the excess of the Excess Spread over the Monthly
Excess Spread Amount.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC CHANGE OF LAW: Any proposed, temporary or final
regulation, revenue ruling, revenue procedure or other official announcement or
interpretation relating to the REMIC and the REMIC Provisions issued after the
Closing Date.
REMIC PROVISIONS: Provisions of the federal income tax
law relating to real estate mortgage investment conduits, which appear at
Sections 860A through 860G of Subchapter M of Chapter I of the Code, and related
provisions, and temporary and final regulations promulgated thereunder and
published rulings, notices and announcements, as the foregoing may be in effect
from time to time.
REMIC TRUST: The segregated pool of assets consisting of
the Trust Fund (other than the Spread Account). The REMIC Trust does not include
the separate trust fund created hereunder designated as the Residual Trust Fund.
REMITTANCE DATE: The 15th day of any month or if such
15th day is not a Business Day, the first Business Day immediately following,
commencing on April 15, 1996.
REPRESENTATION LETTER: Letters to, or agreements with,
the Depository to effectuate a book entry system with respect to the Class A
Certificates registered in the Certificate Register under the nominee name of
the Depository.
REO DISPOSITION: The final sale by the Servicer of a
Mortgaged Property acquired by the Servicer in foreclosure or by deed in lieu of
foreclosure.
REO PROPERTY: As described in Section 5.10.
RESIDENTIAL DWELLING: A one- to four-family dwelling, a
unit in a planned unit development, a unit in a condominium development or a
townhouse.
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RESIDUAL TRUST FUND: The segregated pool of assets held
in a separate trust created under the 1994-4 Pooling and Servicing Agreement and
to be administered under the 1994-4 Pooling and Servicing Agreement.
RESPONSIBLE OFFICER: When used with respect to the
Trustee, any officer assigned to the Corporate Trust Division (or any successor
thereto), including any Vice President, Senior Trust Officer, Trust Officer,
Assistant Trust Officer, any Assistant Secretary, any trust officer or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and to whom, with respect to a
particular matter, such matter is referred because of such officer's knowledge
of and familiarity with the particular subject. When used with respect to the
Originator or the Servicer, the President or any Vice President, Assistant Vice
President, or any Secretary or Assistant Secretary.
SERIES: 1996-1.
SERVICER: Home Loan and Investment Bank, F.S.B., a federal
savings bank, or any successor appointed as herein provided.
SERVICER EMPLOYEES: As defined in Section 5.09 hereof.
SERVICING ADVANCES: All reasonable and customary
"out-of-pocket" costs and expenses incurred in the performance by the Servicer
of its servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of the REO Property, including reasonable fees paid
to any independent contractor in connection therewith, (iv) compliance with the
obligations under Sections 5.02, 5.05, 5.07 or 5.10 and (v) in connection with
the liquidation of a Mortgage Loan, expenditures relating to the purchase or
maintenance of the First Lien pursuant to Section 5.13, all of which reasonable
and customary out-of-pocket costs and expenses are reimbursable to the Servicer
to the extent provided in Section 5.04(ii), 5.04(vi), 5.10, 6.05(c)(iv),
6.05(c)(v), 6.11(b)(ii) and 6.11(c).
SERVICING COMPENSATION: The Servicing Fee and other amounts to
which the Servicer is entitled pursuant to Section 7.03.
SERVICING FEE: As to each Mortgage Loan and with respect
to any Due Period, the annual fee payable to the Servicer, which is calculated
as an amount equal to the product of (x) one-twelfth of the applicable Servicing
Fee Rate and (y) the Principal Balance of such Mortgage Loan at the opening of
business on the first day of such Due Period; provided, however,
that in the event that, as of any Remittance Date, (i) the sum of (x) the Class
A Weighted Average Pass-Through Rate applicable to such Remittance Date and (y)
the Premium Percentage exceeds (ii) the weighted average Mortgage Interest Rate
of the Mortgage Loans for the related Due Period less 0.50%, then the aggregate
Servicing Fee for the related Due Period shall be reduced by an amount equal to
the product of (a) one-twelfth of such excess and (b) the outstanding principal
balance of the Mortgage Loans as of the opening of business on the first day of
such related Due Period. Such fee shall be calculated and payable monthly only
from the amounts received in respect of interest on such Mortgage Loan and shall
be computed on the basis of the same principal amount and for the period
respecting which any related interest payment on a Mortgage Loan is computed.
The Servicing Fee includes any servicing fees owed or payable to any
Subservicer.
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SERVICING FEE RATE: With respect to each Due Period,
0.50%. Notwithstanding the definition of Servicing Fee herein, at any time that
Home Loan and Investment Bank, F.S.B. is no longer acting as Servicer hereunder,
the Servicing Fee Rate shall at all times be 0.50%.
SERVICING OFFICER: Any officer of the Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans
whose name and specimen signature appear on a list of servicing officers
furnished to the Trustee and the Certificateholders by the Servicer, as such
list may from time to time be amended.
SIMPLE INTEREST EXCESS: As of any Remittance Date and
for each Simple Interest Qualifying Loan, the excess, if any, of (i) the amount
of interest actually paid on such Mortgage Loan with respect to the related Due
Period net of the Servicing Fee, over (ii) 30 days' interest (calculated on the
basis of a 360-day year consisting of twelve 30 day months) on the Principal
Balance of such Mortgage Loan, at the Mortgage Interest Rate net of the
Servicing Fee.
SIMPLE INTEREST EXCESS SUB-ACCOUNT: As described in Section
6.01.
SIMPLE INTEREST LOAN: Any Mortgage Loan as to which, pursuant to
the Mortgage Note related thereto, interest is calculated on the basis of the
outstanding principal balance of the Mortgage Loan multiplied by the Mortgage
Interest Rate, and further multiplied by a fraction, of which the numerator is
the number of days in the period elapsed since the date to which interest was
last paid and the denominator is the number of days in the annual period for
which interest accrues on such Mortgage Loan, and the Monthly Payment received
is applied first to interest accrued to the date of payment and the balance is
applied to reduce the unpaid principal balance.
SIMPLE INTEREST QUALIFYING LOAN: As of any Remittance
Date, each Simple Interest Loan other than (a) one that was prepaid in full
during the related Due Period or (b) one as to which no payment of interest was
made during the related Due Period.
SIMPLE INTEREST SHORTFALL: As of any Remittance Date and
for each Simple Interest Qualifying Loan, the excess, if any, of (i) 30 days'
interest (calculated on the basis of a 360-day year consisting of twelve 30-day
months) on the Principal Balance of such Mortgage Loan, at the Mortgage Interest
Rate, net of the Servicing Fee, over (ii) the amount of interest actually paid
on such Mortgage Loan by the Mortgagor with respect to the related Due Period
net of the Servicing Fee.
SPREAD ACCOUNT: The account maintained pursuant to Section 6.11.
SPREAD ACCOUNT EXCESS: As defined in Section 6.11 hereof.
S&P: Standard & Poor's, a division of The McGraw-Hill Companies,
a corporation organized under the laws of New York or any successor thereto and
if such corporation no longer for any reason performs the services of a
securities rating agency, "S&P" shall be deemed to refer to any other nationally
recognized rating agency designated by the Certificate Insurer.
STARTUP DAY: The day designated as such pursuant to Section 2.04
hereof.
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SUBSERVICER: Any Person with whom the Servicer has
entered into a Subservicing Agreement and who satisfies the requirements set
forth in Section 5.01(b) hereof in respect of the qualification of a
Subservicer.
SUBSERVICING AGREEMENT: Any agreement between the
Servicer and any Subservicer relating to subservicing and/or administration of
certain Mortgage Loans as provided in Section 5.01(b), a copy of which shall be
delivered, along with any modifications thereto, to the Trustee and the
Certificate Insurer.
SUBSTITUTION ADJUSTMENT: As to any date on which a
substitution occurs pursuant to Sections 2.03 or 3.03, the amount (if any) by
which the aggregate principal balances (after application of principal payments
received on or before the date of substitution of any Qualified Substitute
Mortgage Loans as of the date of substitution, are less than the aggregate of
the Principal Balances of the related Deleted Mortgage Loans together with the
greater of (i) all accrued and unpaid interest thereon and (ii) 30 days'
interest thereon, at the Mortgage Interest Rate.
TAX MATTERS PERSON: The Person or Persons designated
from time to time to act as the "tax matters person" (within the meaning of the
REMIC Provisions) of the REMIC Trust.
TAX MATTERS PERSON RESIDUAL INTEREST: The interest in the Class
R Certificate acquired by the Tax Matters Person pursuant to Section 2.04(c)
hereof.
TAX RETURN: The federal income tax return on Internal
Revenue Service Form 1066, "U.S. Real Estate Mortgage Investment Conduit Income
Tax Return," including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of the Trust Fund due to its classification as a REMIC
under the REMIC Provisions, together with any and all other information reports
or returns that may be required to be furnished to the Certificateholders or
filed with the Internal Revenue Service or any other governmental taxing
authority under any applicable provision of federal, state or local tax laws.
TOTAL CLASS A INTEREST REMITTANCE AMOUNT: The sum of the Class
A-1 Interest Remittance Amount, the Class A-2 Interest Remittance Amount and the
Class A-3 Interest Remittance Amount.
TOTAL CLASS A NON-REDUCED INTEREST REMITTANCE AMOUNT:
The sum of (i) the Class A-1 Non-Reduced Interest Remittance Amount, (ii) the
Class A-2 Non-Reduced Interest Remittance Amount and (iii) the Class A-3
Non-Reduced Interest Remittance Amount.
TRANSFER: Any direct or indirect transfer, sale, pledge,
hypothecation or other form of assignment of any Ownership Interest in a
Certificate.
TRANSFEREE: Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
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TRANSFEROR: Any Person who is disposing by Transfer any
Ownership Interest in a Certificate.
TRIGGER EVENT: Any of the events or conditions specified under
any of the I & I Agreements as a "Trigger Event."
TRUST: Prudential Securities Secured Financing
Corporation Trust 1996-1, the trust created hereunder relating to the Trust
Fund.
TRUST CERTIFICATE: The certificate which represents the
beneficial ownership interest in the Residual Trust Fund.
TRUST CERTIFICATE ACCOUNT: The trust account created and
maintained with the Trustee in its capacity as trustee of the Residual Trust
Fund pursuant to Section 6.13 hereof and referred to therein as the Trust
Certificate Account. Funds deposited in the Trust Certificate Account shall be
held in trust for the Trust Certificateholder and the Certificate Insurer, as
their interests may appear, for the uses and purposes set forth herein.
TRUST CERTIFICATEHOLDER: Home Loan and Investment Bank, F.S.B.,
a federal savings bank, and its successors and assigns.
TRUSTEE: Bankers Trust Company of California, N.A., or its
successor in interest, or any successor trustee appointed as herein provided.
TRUSTEE'S MORTGAGE FILE: The documents delivered to the Trustee
or its designated agent pursuant to Section 2.02.
TRUSTEE'S REMITTANCE REPORT: As defined in Section 6.07.
TRUST FUND: The segregated pool of assets subject hereto,
constituting one of the trusts and each of the subtrusts created hereby and to
be administered hereunder, consisting of: (i) such Mortgage Loans as from time
to time are subject to this Agreement, together with the Mortgage Files relating
thereto and all collections thereon and proceeds thereof (other than payments of
interest that accrued on each Mortgage Loan up to and including the Due Date
therefor occurring in February 1996), (ii) such assets as from time to time are
identified as REO Property and collections thereon and proceeds thereof, assets
that are deposited in the Accounts, including amounts on deposit in the Accounts
and invested in Permitted Instruments, (iii) the Trustee's rights with respect
to the Mortgage Loans under all insurance policies required to be maintained
pursuant to this Agreement and any Insurance Proceeds, (iv) Liquidation
Proceeds, (v) Released Mortgaged Property Proceeds and (vi) the Spread Account.
UNITED STATES PERSON: A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, or an
estate or trust whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States.
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UNRECOVERED CLASS A PORTION: With respect to any
Remittance Date as to any Mortgage Loan that became a Liquidated Mortgage Loan
during the related Due Period, an amount (not less than zero or greater than the
related Principal Balance) equal to the excess, if any, of (a) the Principal
Balance of such Liquidated Mortgage Loan over (b) the portion of the related Net
Liquidation Proceeds included in item (iii) of the definition of Class A
Principal Remittance Amount which will actually be distributed to Class A
Certificateholders pursuant to Section 6.05(c)(ii).
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ARTICLE II.
ESTABLISHMENT OF THE TRUSTS;
SALE AND CONVEYANCE OF THE TRUST FUND;
CONVEYANCE OF PROPERTY CONSTITUTING THE
INITIAL RESIDUAL TRUST FUND
Section 2.01 Sale and Conveyance of Trust Fund; Priority and
Subordination of Ownership Interests; Establishment of the Trust;
Possession of Mortgage Files.
(a) The Depositor does hereby sell, transfer, assign, set over
and convey to the Trustee without recourse but subject to the provisions in this
Section 2.01 and the other terms and provisions of this Agreement, all of the
right, title and interest of the Depositor in and to the Mortgage Loans, and all
other assets included or to be included in the Trust Fund for the benefit of the
Certificateholders and the Certificate Insurer. In connection with such transfer
and assignment, and pursuant to Section 2.06 of the Purchase Agreement, the
Depositor does hereby also irrevocably transfer, assign, set over and otherwise
convey to the Trustee its right to exercise the remedies created by Sections
2.05 and 3.05 of the Purchase Agreement for breaches of the representations,
warranties, agreements and covenants of the Originator contained in Sections
2.04, 2.05, 3.01 and 3.02 of the Purchase Agreement.
(b) The rights of the Certificateholders to receive payments
with respect to the Mortgage Loans in respect of the Certificates, and all
ownership interests of the Certificateholders in such payments, shall be as set
forth in this Agreement. In this regard, all rights of the Class R
Certificateholders to receive payments in respect of the Class R Certificates,
are subject and subordinate to the preferential rights of the Class A
Certificateholders to receive payments in respect of the Class A Certificates
and to the Certificate Insurer's rights to be reimbursed for Insured Payments
and any I&I Payments together with interest thereon, to the extent set forth
herein, and distributions on the Class R Certificates are also subject and
subordinate to the funding and maintenance of the Spread Account in the amounts
specified herein. In accordance with the foregoing, the ownership interest of
the Class R Certificateholders in amounts deposited in the Certificate Account
and the Spread Account from time to time shall not vest unless and until such
amounts are distributed in respect of the Class R Certificates in accordance
with the terms of this Agreement.
(c) The Depositor does hereby establish, pursuant to the further
provisions of this Agreement and the laws of the State of New York, an express
trust relating to the Trust Fund to be known, for convenience, as "Prudential
Securities Secured Financing Corporation Trust 1996-1" and does hereby appoint
Bankers Trust Company of California, N.A. as Trustee of such trust in accordance
with the provisions of this Agreement.
(d) Upon the issuance of the Certificates, the ownership of each
Mortgage Note, each Mortgage and the contents of the Mortgage File related to
each Mortgage Loan is vested in the Trustee for the benefit of the
Certificateholders and the Certificate Insurer.
(e) Pursuant to Section 2.04 of the Purchase Agreement, the
Depositor has delivered or caused to be delivered the Trustee's Mortgage File
related to each Mortgage Loan to the Trustee.
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Section 2.02 Delivery of Mortgage Loan Documents.
In connection with each conveyance pursuant to Section 2.01
hereof, the Depositor has delivered or does hereby agree to deliver or cause to
be delivered to the Trustee the Certificate Insurance Policy and each of the
following documents for each Mortgage Loan sold by the Originator to the
Depositor and sold by the Depositor to the Trust.
(a) The original Mortgage Note, with all prior and intervening
endorsements showing a complete chain of endorsements from the originator of the
Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee,
endorsed by such Person "Pay to the order of Bankers Trust Company of
California, N.A., as Trustee, Prudential Securities Secured Financing
Corporation Trust Series 1996-1 without recourse" and signed, by facsimile or
manual signature, in the name of the Originator by a Responsible Officer;
(b) Any of: (i) the original Mortgage, and related power of
attorney, if any, with evidence of recording thereon, (ii) a copy of the
Mortgage and related power of attorney, if any, certified as a true copy of the
original Mortgage or power of attorney by a Responsible Officer of the
Originator or by the closing attorney by facsimile or manual signature, or by an
officer of the title insurer or agent of the title insurer that issued the
related title insurance policy if the original has been transmitted for
recording until such time as the original is returned by the public recording
office or (iii) a copy of the Mortgage and related power of attorney, if any,
certified by the public recording office;
(c) The original Assignment of Mortgage in recordable form, from
the Originator to "Bankers Trust Company of California, N.A., as Trustee,
Prudential Securities Secured Financing Corporation Trust Series 1996-1". Any
such Assignments of Mortgage may be made by blanket assignments for Mortgage
Loans secured by the Mortgaged Properties located in the same county, if
permitted by applicable law;
(d) The original lender's policy of title insurance or a true
copy thereof, or if such original lender's title insurance policy has been lost,
a copy thereof certified by the appropriate title insurer to be true and
complete, or if such lender's title insurance policy has not been issued as of
the Closing Date, a marked up commitment (binder) to issue such policy;
(e) All intervening assignments, if any, showing a complete
chain of assignments from the originator to the Originator, including any
recorded warehousing assignments, with evidence of recording thereon, certified
by a Responsible Officer of the Originator by facsimile or manual signature as a
true copy of the original of such intervening assignments; and
(f) Originals of all assumption, written assurance, substitution
and modification agreements, if any.
The Servicer shall promptly (and in no event later than 30 days
following the Closing Date) submit or cause to be submitted for recording at the
expense of the Servicer in the appropriate public office for real property
records, each Assignment referred to in (c) above. With respect to any
Assignment referred to in (c) above, as to which the related recording
information is unavailable within 30 days following the Closing Date, such
Assignment shall be submitted for recording within 30 days after receipt of such
information but in no event later than one year after the Closing Date. The
Servicer shall retain a copy of each Assignment submitted for recording.
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In the event that any such Assignment is lost or returned unrecorded because of
a defect therein, the Originator shall, pursuant to the Purchase Agreement, be
required to promptly prepare a substitute Assignment or cure such defect, as the
case may be, and thereafter the Servicer shall submit each such Assignment for
recording.
All original documents relating to the Mortgage Loans that are
not delivered to the Trustee are and shall be held by the Originator pursuant to
the Purchase Agreement or the Servicer, as the case may be, in trust for the
benefit of the Trustee on behalf of the Certificateholders and the Certificate
Insurer. In the event that any such original document is required pursuant to
the terms of this Section 2.02 to be a part of a Mortgage File, such document
shall be delivered promptly to the Trustee pursuant to the Purchase Agreement.
Section 2.03 Acceptance by Trustee of the Trust Fund;
Certain Substitutions; Certification by Trustee.
(a) The Trustee agrees to execute and deliver to the Depositor,
the Certificate Insurer, the Servicer and the Originator on or prior to the
Closing Date an acknowledgment of receipt of the Certificate Insurance Policy
and, for each Mortgage Loan, the items listed in Section 2.02 (a)-(e) above with
respect to each Mortgage Loan (with any exceptions noted), in the form attached
as Exhibit E-1 hereto, and declares that it will hold such documents and any
amendments, replacements or supplements thereto, as well as any other assets
included in the definition of Trust Fund and delivered to the Trustee, as
Trustee in trust upon and subject to the conditions set forth herein for the
benefit of the Certificateholders and the Certificate Insurer. The Trustee
agrees, for the benefit of the Certificateholders and the Certificate Insurer,
to review (or cause to be reviewed) each Trustee's Mortgage File within 15 days
after the Closing Date (or, with respect to any Qualified Substitute Mortgage
Loan, within 15 days after the receipt by the Trustee thereof) and to deliver to
the Originator, the Servicer, the Depositor and the Certificate Insurer a
certification in the form attached hereto as Exhibit E-2 to the effect that, as
to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than
any Mortgage Loan paid in full or any Mortgage Loan specifically identified in
such certification as not covered by such certification), (i) all documents
required to be delivered to it pursuant to this Agreement are in its possession
(other than those described in Section 2.02(f)), (ii) each such document has
been reviewed by it and has not been mutilated, damaged, torn or otherwise
physically altered (handwritten additions, changes or corrections shall not
constitute physical alteration if initialled by the Mortgagor), appears regular
on its face and relates to such Mortgage Loan, and (iii) based on its
examination and only as to the foregoing documents, the information set forth on
the related Mortgage Loan Schedule (described in items (ii), (iii), (v), (vii),
(ix) and (xii) of the definition of Mortgage Loan Schedule) accurately reflects
the information set forth in the Trustee's Mortgage File delivered on such date.
The Trustee shall be under no duty or obligation to inspect, review or examine
any such documents, instruments, certificates or other papers to determine that
they are genuine, enforceable, or appropriate for the represented purpose or
that they are other than what they purport to be on their face. Within 360 days
after the Closing Date, the Trustee shall deliver (or cause to be delivered) to
the Servicer, the Originator, the Depositor and the Certificate Insurer a final
certification in the form attached hereto as Exhibit F evidencing the
completeness of the Trustee's Mortgage Files.
(b) If the Certificate Insurer or the Trustee during the process
of reviewing the Trustee's Mortgage Files finds any document constituting a part
of a Trustee's Mortgage File which is not executed, has not been received, is
unrelated to the Mortgage Loan identified in the
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related Mortgage Loan Schedule, or does not conform to the requirements of
Section 2.02 or the description thereof as set forth in the related Mortgage
Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall
promptly so notify the Servicer, the Originator, the Certificate Insurer, the
Trustee and the Certificateholders. In performing any such review, the Trustee
may conclusively rely on the Originator as to the purported genuineness of any
such document and any signature thereon. It is understood that the scope of the
Trustee's review of the Mortgage Files is limited solely to confirming that the
documents listed in Section 2.02 (other than those described in Section 2.02(f))
have been executed and received and relate to the Mortgage Files identified in
the related Mortgage Loan Schedule. Pursuant to the Purchase Agreement, the
Originator has agreed to use reasonable efforts to cause to be remedied a
material defect in a document constituting part of a Mortgage File of which it
is so notified by the Trustee. If, however, within 60 days after the Trustee's
notice to it respecting such defect the Originator has not caused to be remedied
the defect and the defect materially and adversely affects the interest of the
Certificateholders in the related Mortgage Loan or the interests of the
Certificate Insurer, the Originator will be obligated, pursuant to the Purchase
Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified
Substitute Mortgage Loan in the manner and subject to the conditions set forth
in Section 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to
the Principal Balance of such Mortgage Loan as of the date of purchase, plus the
greater of (A) all accrued and unpaid interest on such Principal Balance and (B)
30 days' interest on such Principal Balance, computed, at the Mortgage Interest
Rate, net of the Servicing Fee if the Originator is the Servicer, plus the
amount of any unreimbursed Servicing Advances made by the Servicer with respect
to such Mortgage Loan, which purchase price shall be deposited in the
Certificate Account on the next succeeding Determination Date (after deducting
therefrom any amounts received in respect of such repurchased Mortgage Loan or
Loans and being held in the Principal and Interest Account for future
distribution to the extent such amounts have not yet been applied to principal
or interest on such Mortgage Loan). For purposes of calculating the Class A
Available Remittance Amount, any purchase price or Substitution Adjustment that
is paid shall be deemed deposited in the Certificate Account in the Due Period
preceding such Determination Date.
(c) Upon receipt by the Trustee of a certification of a
Servicing Officer of such substitution or purchase and, in the case of a
substitution, upon receipt of the related Trustee's Mortgage File, and the
deposit of the amounts described above in the Certificate Account (which
certification shall be in the form of Exhibit H hereto), the Trustee shall
release to the Servicer for release to the Originator the related Trustee's
Mortgage File and shall execute, without recourse, and deliver such instruments
of transfer furnished by the Originator as may be necessary to transfer such
Mortgage Loan to the Originator. The Trustee shall notify the Certificate
Insurer if the Originator fails to repurchase or substitute for a Mortgage Loan
in accordance with the foregoing.
Section 2.04 Designations under REMIC Provisions;
Designation of Startup Day.
(a) The Class A Certificates are hereby designated as the
"regular interests", and the Class R Certificates are designated the single
class of "residual interests" in the REMIC Trust for the purposes of the REMIC
Provisions.
(b) The Closing Date will be the "startup day" of the REMIC
Trust within the meaning of Section 860G(a)(9) of the Code.
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(c) The Trustee or an affiliate of the Trustee shall acquire and
retain a 0.0001% Percentage Interest in the Class R Certificates so long as it
shall act as Tax Matters Person of the REMIC Trust.
Section 2.05 Execution of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery of the Trustee's Mortgage Files relating thereto to it
and, concurrently with such delivery, has executed, authenticated and delivered
to or upon the order of the Depositor, in exchange for the Mortgage Loans, the
Trustee's Mortgage Files and the other assets included in the definition of
Trust Fund, Certificates duly authenticated by the Trustee in Authorized
Denominations evidencing the entire ownership of the Trust Fund.
Section 2.06 Application of Principal and Interest.
In the event that Net Liquidation Proceeds on a Liquidated
Mortgage Loan are less than the Principal Balance of the related Mortgage Loan
plus accrued interest thereon, or any Mortgagor makes a partial payment of any
Monthly Payment due on a Mortgage Loan, such Net Liquidation Proceeds or partial
payment shall be applied to payment of the related Mortgage Note as provided
therein, and if not so provided, first to interest accrued, at the Mortgage
Interest Rate, and then to principal.
Section 2.07 Conveyance of Property to the
Residual Trust Fund.
All of the right, title and interest in and to the Class R
Certificates (other than the portion thereof representing the Tax Matters Person
Residual Interest) and all other assets included or to be included in the
Residual Trust Fund for the benefit of the Trust Certificateholder are hereby
transferred, assigned, set over and otherwise conveyed to the Trustee, as
trustee for the benefit of the Trust Certificateholder, without recourse. Such
assignment includes all distributions on the Class R Certificates (other than
the portion thereof representing the Tax Matters Person Residual Interest).
In connection with such transfer and assignment, the Class R
Certificates (other than the portion thereof representing the Tax Matters Person
Residual Interest) are hereby Delivered to the Trustee, as trustee of the
Residual Trust Fund.
Section 2.08 Acceptance by Trustee.
The Trustee in its capacity as trustee of the Residual Trust
Fund acknowledges receipt of the Class R Certificates (other than the portion
representing the Tax Matters Person Residual Interest) and declares that it
holds and will hold the Class R Certificates (other than the portion thereof
representing the Tax Matters Person Residual Interest) in trust for the benefit
of the Trust Certificateholder as part of the Residual Trust Fund, subject to
the security interest therein granted to the Certificate Insurer in accordance
with the terms of this Agreement and the Pledge Agreement.
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Section 2.09 Execution of Trust Certificate.
The Trustee in its capacity as trustee of the Residual Trust
Fund acknowledges the Delivery of the Class R Certificates (other than the
portion thereof representing the Tax Matters Person Residual Interest) to it.
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ARTICLE III.
REPRESENTATIONS AND WARRANTIES
Section 3.01 Representations of the Servicer.
The Servicer hereby represents and warrants to the Trustee, the
Depositor, the Certificate Insurer and the Certificateholders as of the Closing
Date:
(a) The Servicer is duly organized, validly existing, and in
good standing under the laws of the United States of America and has all
licenses necessary to carry on its business as now being conducted and is
licensed, qualified and in good standing in each Mortgaged Property State if the
laws of such state require licensing or qualification in order to conduct
business of the type conducted by the Servicer and to perform its obligations as
Servicer hereunder; the Servicer has the full power and authority corporate and
otherwise to own its property, to carry on its business as presently conducted,
to execute and deliver this Agreement and to perform in accordance herewith; the
execution, delivery and performance of this Agreement (including all instruments
of transfer to be delivered pursuant to this Agreement) by the Servicer and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by all necessary action; assuming that the execution, delivery and
performance of this Agreement by all parties hereto other than the Servicer and
the consummation of the transactions contemplated hereby have been duly and
validly authorized by all necessary action on the part of all parties hereto
other than the Servicer, this Agreement evidences the valid, binding and
enforceable obligation of the Servicer; and all requisite action has been taken
by the Servicer to make this Agreement valid, binding and enforceable upon the
Servicer in accordance with its terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, receivership, moratorium and other,
similar laws relating to or affecting creditors' rights generally or by the
application of general equitable principles in any proceeding, whether at law or
in equity;
(b) All actions, approvals, consents, waivers, exemptions,
variances, franchises, orders, permits, authorizations, rights and licenses
required to be taken, given or obtained, as the case may be, by or from any
federal, state or other governmental authority or agency (other than any such
actions, approvals, etc. under any state securities laws, real estate
syndication or "Blue Sky" statutes, as to which the Servicer makes no such
representation or warranty), that are necessary in connection with the execution
and delivery by the Servicer of the documents to which it is a party, have been
duly taken, given or obtained, as the case may be, are in full force and effect,
are not subject to any pending proceedings or appeals (administrative, judicial
or otherwise) and either the time within which any appeal therefrom may be taken
or review thereof may be obtained has expired or no review thereof may be
obtained or appeal therefrom taken, and are adequate to authorize the
consummation of the transactions contemplated by this Agreement and the other
documents on the part of the Servicer and the performance by the Servicer of its
obligations as Servicer under this Agreement and such of the other documents to
which it is a party;
(c) The consummation of the transactions contemplated by this
Agreement will not result in the breach of any terms or provisions of the
charter or bylaws of the Servicer or result in the breach of any term or
provision of, or conflict with or constitute a default under or result in the
acceleration of any obligation under, any material agreement, indenture,
contract or
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loan or credit agreement or other material instrument to which the Servicer or
its property, is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Servicer or its property is
subject;
(d) Neither this Agreement nor the information in the Prospectus
Supplement relating to the Servicer nor any statement, report or other document
prepared by the Originator and furnished or to be furnished pursuant to this
Agreement or in connection with the transactions contemplated hereby contains
any untrue statement of material fact or omits to state a material fact
necessary to make the statements contained herein or therein not misleading;
(e) There is no action, suit, proceeding or investigation
pending or, to the best of the knowledge of the Servicer, threatened, before any
court, administrative agency or tribunal against the Servicer which, either in
any one instance or in the aggregate, may result in any material adverse change
in the business, operations, financial condition, properties or assets of the
Servicer or in any material prohibition or impairment of the right or ability of
the Servicer to carry on its business substantially as now conducted, or in any
material liability on the part of the Servicer or which would draw into question
the validity or enforceability of this Agreement or the Mortgage Loans or of any
action taken or to be taken in connection with the obligations of the Servicer
contemplated herein, or which would be likely to impair materially the ability
of the Servicer to perform under the terms of this Agreement or that might
prohibit its entering into this Agreement or the consummation of any of the
transactions contemplated hereby;
(f) The Servicer is not in violation of or in default with
respect to, and the execution and delivery of this Agreement by the Servicer and
its performance of and compliance with the terms hereof will not constitute a
violation or 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 violation or default might have consequences that would materially
and adversely affect the condition (financial or other) or operations of the
Servicer or its properties or might have consequences that would materially and
adversely affect its performance hereunder or under any Subservicing Agreement;
(g) The Servicer is an approved seller/servicer of conventional
first and second mortgage loans for FNMA and an approved seller/servicer of
conventional second mortgage loans for FHLMC in good standing, and the
Servicer's deposits are insured by the FDIC to the maximum extent permitted by
law.
Section 3.02 Representations, Warranties and Covenants of
the Depositor. The Depositor hereby represents, warrants and covenants to
the Trustee that as of the date of this Agreement or as of such date
specifically provided herein:
(a) The Depositor is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and is in
compliance with the laws of the State of Delaware and each other applicable
jurisdiction to the extent necessary to perform its obligations under this
Agreement. The Depositor has the full power and authority and all requisite
authorizations, approvals, orders, licenses, certificates and permits of and
from all government or regulatory officials and bodies to own its properties, to
conduct its business and to execute and deliver, engage in the transactions
contemplated by, and perform and observe its obligations under, this Agreement;
all such authorizations, approvals, orders, licenses and certificates are in
full force and effect; and, there are no legal or governmental proceedings
pending or, to the best knowledge
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of the Depositor, threatened that would result in a material modification,
suspension or revocation thereof;
(b) This Agreement has been duly and validly authorized,
executed and delivered by the Depositor, all requisite corporate action having
been taken, and, assuming the due authorization, execution and delivery hereof
by the Servicer and the Trustee, constitutes or will constitute the legal, valid
and binding agreement of the Depositor, enforceable in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium and other similar laws relating to or
affecting creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) and by an implied covenant of good faith and fair dealing;
(c) No consent, approval, authorization or order of or
registration or filing with, or notice to, any governmental authority, court or
any other third party is required for the execution, delivery and performance of
or compliance by the Depositor with its obligations under this Agreement or the
consummation by the Depositor of any of the transactions contemplated hereby;
(d) None of the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby or thereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement,
(i) conflicts or will conflict with or results or will result in a breach of, or
constitutes or will constitute a default or results or will result in an
acceleration under (A) the charter or bylaws of the Depositor, or (B) of any
term, condition or provision of any material indenture, deed of trust, contract
or other agreement or instrument to which the Depositor or any of its
subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii)
results or will result in a violation of any law, rule, regulation, order,
judgment or decree applicable to the Depositor of any court or governmental
authority having jurisdiction over the Depositor or its subsidiaries; or (iii)
results in the creation or imposition of any lien, charge or encumbrance which
would have a material adverse effect upon the Mortgage Loans or any documents or
instruments evidencing or securing the Mortgage Loans;
(e) There are no actions, suits or proceedings before or against
or investigations of, the Depositor pending, or to the knowledge of the
Depositor, threatened, before any court, administrative agency or other
tribunal, and no notice of any such action, which, in the Depositor's reasonable
judgment, might materially and adversely affect the performance by the Depositor
of its obligations under this Agreement or the validity or enforceability of
this Agreement; and
(f) The Depositor 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 that would materially and adversely affect its
performance hereunder.
It is understood and agreed that the representations, warranties
and covenants set forth in this Section 3.02 shall survive delivery of the
respective Mortgage Files to the Trustee or to a custodian, as the case may be,
and shall inure to the benefit of the Trustee.
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Section 3.03 Purchase and Substitution.
It is understood and agreed that the representations and
warranties set forth in Sections 3.01 and 3.02 shall survive delivery of the
Certificates to the Certificateholders. Pursuant to the Purchase Agreement, with
respect to any representation or warranty contained in Sections 3.01 or 3.02 of
the Purchase Agreement that is made to the best of the Originator's knowledge,
if it is discovered by the Servicer, any Subservicer, the Trustee, the
Certificate Insurer or any Certificateholder that the substance of such
representation and warranty was inaccurate as of the Closing Date, and such
inaccuracy materially and adversely affects the value of the related Mortgage
Loan, then notwithstanding the Originator's lack of knowledge with respect to
the inaccuracy at the time the representation or warranty was made, such
inaccuracy shall be deemed a breach of the applicable representation or
warranty. Upon discovery by the Originator, the Servicer, any Subservicer, the
Trustee, the Certificate Insurer or any Certificateholder of a breach of any of
such representations and warranties which materially and adversely affects the
value of the Mortgage Loans or the interest of the Certificateholders, or which
materially and adversely affects the interests of the Certificate Insurer or the
Certificateholders in the related Mortgage Loan in the case of a representation
and warranty relating to a particular Mortgage Loan (notwithstanding that such
representation and warranty was made to the Originator's best knowledge), the
party discovering such breach shall give prompt written notice to the others.
Subject to the last paragraph of this Section 3.03, within 60 days of the
earlier of its discovery or its receipt of notice of any breach of a
representation or warranty, the Originator pursuant to the Purchase Agreement
shall be required to (a) promptly cure such breach in all material respects, or
(b) purchase such Mortgage Loan on the next succeeding Determination Date, in
the manner and at the price specified in Section 2.03(b), or (c) remove such
Mortgage Loan from the Trust Fund (in which case it shall become a Deleted
Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans;
provided, that, such substitution is effected not later than the date which is
two years after the Startup Day or at such later date, if the Trustee and the
Certificate Insurer receive an Opinion of Counsel to the effect set forth below
in this Section. Pursuant to the Purchase Agreement any such substitution shall
be accompanied by payment by the Originator of the Substitution Adjustment, if
any, to be deposited in the Certificate Account.
As to any Deleted Mortgage Loan for which the Originator
substitutes a Qualified Substitute Mortgage Loan or Loans, the Originator shall
be required pursuant to the Purchase Agreement to effect such substitution by
delivering to the Trustee a certification in the form attached hereto as Exhibit
H, executed by a Servicing Officer and the documents described in Sections
2.02(a)-(f) for such Qualified Substitute Mortgage Loan or Loans.
The Servicer shall deposit in the Certificate Account all
payments received in connection with such Qualified Substitute Mortgage Loan or
Loans after the date of such substitution. Monthly Payments received with
respect to Qualified Substitute Mortgage Loans on or before the date of
substitution will be retained by the Originator. The Trust Fund will own all
payments received on the Deleted Mortgage Loan on or before the date of
substitution, and the Originator shall thereafter be entitled to retain all
amounts subsequently received in respect of such Deleted Mortgage Loan. The
Servicer shall give written notice to the Trustee and the Certificate Insurer
that such substitution has taken place and shall amend the Mortgage Loan
Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of
this Agreement and the substitution of the Qualified Substitute Mortgage Loan.
Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall
be subject to the terms of this Agreement in all respects.
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It is understood and agreed that the obligations of the
Originator set forth in Sections 2.05 and 3.05 of the Purchase Agreement to
cure, purchase or substitute for a defective Mortgage Loan as provided in such
Sections 2.05 and 3.05 constitute the sole remedies of the Trustee, the
Certificate Insurer and the Certificateholders respecting a breach of the
representations and warranties of the Originator set forth in Sections 3.01 and
3.02 of the Purchase Agreement. The Trustee shall give prompt written notice to
the Certificate Insurer, Moody's and S&P of any repurchase or substitution made
pursuant to this Section 3.03 or Section 2.03(b).
Upon discovery by the Servicer, the Trustee, the Certificate
Insurer or any Certificateholder that any Mortgage Loan does not constitute a
Qualified Mortgage, the party discovering such fact shall promptly (and in any
event within 5 days of the discovery) give written notice thereof to the other
parties. In connection therewith, pursuant to the Purchase Agreement, the
Originator shall be required to repurchase or substitute a Qualified Substitute
Mortgage Loan for the affected Mortgage Loan within 90 days of the earlier of
such discovery by the Originator or the Originator's receipt of notice, in the
same manner as it would a Mortgage Loan for a breach of representation or
warranty contained in Sections 3.01 or 3.02 of the Purchase Agreement. The
Trustee shall reconvey to the Originator the Mortgage Loan to be released
pursuant hereto in the same manner, and on the same terms and conditions, as it
would a Mortgage Loan repurchased for breach of a representation or warranty
contained in Sections 3.01 or 3.02 of the Purchase Agreement.
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ARTICLE IV.
THE CERTIFICATES; THE TRUST CERTIFICATE
Section 4.01 The Certificates. The Certificates shall be
substantially in the forms annexed hereto as Exhibits B- 1, B-2, B-3 and B-4.
All Certificates shall be executed by manual or facsimile signature on behalf of
the Trustee by it least one authorized officer and authenticated by the manual
signature of an authorized officer. Certificates bearing the signatures of
individuals who were at the time of the execution of the Certificates the
authorized 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
delivery of such Certificates or did not hold such offices at the date of such
Certificates. All Certificates issued hereunder shall be dated the date of their
authentication.
Section 4.02 Registration of Transfer and Exchange of
Certificates. (a) The Trustee, as registrar, shall cause to be kept a register
(the "Certificate Register") in which, subject to such reasonable regulations as
it may prescribe, the Trustee shall provide for the registration of Certificates
and the registration of transfer of Certificates. The Trustee is hereby
appointed registrar for the purpose of registering Certificates and transfers of
Certificates as herein provided.
(b) All Certificates issued upon any registration of transfer or
exchange of Certificates shall be valid evidence of the same ownership interests
in the Trust and entitled to the same benefits under this Agreement as the
Certificates surrendered upon such registration of transfer or exchange.
(c) Every Certificate presented or surrendered for registration
of transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
Holder thereof or his attorney duly authorized in writing.
(d) No service charge shall be made to a Holder for any
registration of transfer or exchange of Certificates, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Certificates; any other expenses in connection with such transfer or
exchange shall be an expense of the Trust.
(e) It is intended that the Class A Certificates be registered
so as to participate in a global book-entry system with the Depository, as set
forth herein. Each Class of Class A Certificates shall, except as otherwise
provided in the next paragraph, be initially issued in the form of three fully
registered Class A Certificates with a denomination equal to the Original Class
A-1 Principal Balance, the Original Class A-2 Principal Balance or the Original
Class A-3 Principal Balance, as the case may be. Upon initial issuance, the
ownership of each such Class A Certificate shall be registered in the
Certificate Register in the name of Cede & Co., or any successor thereto, as
nominee for the Depository (except for one Class A Certificate, not registered
through the Depository, which represents the residual amount of the Class A
Certificates).
The Depositor and the Trustee are hereby authorized to execute
and deliver the Representation Letter with the Depository.
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With respect to Class A Certificates registered in the
Certificate Register in the name of Cede & Co., as nominee of the Depository,
the Depositor, the Originator, the Servicer and the Trustee shall have no
responsibility or obligation to Direct or Indirect Participants or beneficial
owners for which the Depository holds Class A Certificates from time to time as
a Depository. Without limiting the immediately preceding sentence, the
Depositor, the Originator, the Servicer and the Trustee shall have no
responsibility or obligation with respect to (i) the accuracy of the records of
the Depository, Cede & Co., or any Direct or Indirect Participant with respect
to any Ownership Interest, (ii) the delivery to any Direct or Indirect
Participant or any other Person, other than a Certificateholder, of any notice
with respect to the Class A Certificates or (iii) the payment to any Direct or
Indirect Participant or any other Person, other than a Certificateholder, of any
amount with respect to any distribution of principal or interest on the Class A
Certificates. No Person other than a Certificateholder shall receive a
certificate evidencing such Class A Certificate.
Upon delivery by the Depository to the Trustee of written notice
to the effect that the Depository has determined to substitute a new nominee in
place of Cede & Co., and subject to the provisions hereof with respect to the
payment of interest by the mailing of checks or drafts to the Certificateholders
appearing as Certificateholders at the close of business on a Record Date, the
name "Cede & Co." in this Agreement shall refer to such new nominee of the
Depository.
(f) In the event that (i) the Depository or the Servicer advises
the Trustee in writing that the Depository is no longer willing or able to
discharge properly its responsibilities as nominee and depository with respect
to the Class A Certificates and the Servicer or the Depository is unable to
locate a qualified successor or (ii) the Trustee at its sole option elects to
terminate the book-entry system through the Depository, the Class A Certificates
shall no longer be restricted to being registered in the Certificate Register in
the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At
that time, the Servicer may determine that the Class A Certificates shall be
registered in the name of and deposited with a successor depository operating a
global book-entry system, as may be acceptable to the Servicer, or such
depository's agent or designee but, if the Servicer does not select such
alternative global book-entry system, then the Class A Certificates may be
registered in whatever name or names Certificateholders transferring Class A
Certificates shall designate, in accordance with the provisions hereof;
provided, however, that any such reregistration shall be at the expense of the
Servicer.
(g) Notwithstanding any other provision of this Agreement to the
contrary, so long as any Class A Certificate is registered in the name of Cede &
Co., as nominee of the Depository, all distributions of principal or interest on
such Class A Certificates as the case may be and all notices with respect to
such Class A Certificates as the case may be shall be made and given,
respectively, in the manner provided in the Representation Letter.
(h) No transfer, sale, pledge or other disposition of any Class
R Certificate shall be made unless such disposition is made pursuant to an
effective registration statement under the Securities Act of 1933, as amended
and effective registration or qualification under applicable state securities
laws or "Blue Sky" laws, or is made in a transaction that does not require such
registration or qualification. None of the Servicer, the Depositor, the
Originator or the Trustee is obligated under this Agreement to register
Certificates under the Securities Act of 1933, as amended or any other
securities law or to take any action not otherwise required under this Agreement
to permit the transfer of the Class R Certificates without such registration or
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qualification. Any such Certificateholder desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Depositor, the
Originator, the Servicer and the Certificate Insurer against any liability that
may result if the transfer is not exempt or is not made in accordance with such
applicable federal and state laws. Promptly after receipt by an indemnified
party under this paragraph of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this paragraph, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party otherwise than under this paragraph. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to appoint counsel reasonably satisfactory to such indemnified party to
represent the indemnified party in such action; provided, however, that if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to defend such action on behalf of such indemnified
party or parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to appoint counsel to defend such action
and approval by the indemnified party of such counsel, the indemnifying party
will not be liable to such indemnified party under this paragraph for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in accordance with the proviso of the next preceding sentence
(it being understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel for any indemnified party),
(ii) the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party. Under no circumstances shall the indemnified party enter
into a settlement agreement with respect to any lawsuit, claim or other
proceeding without the prior written consent of the indemnifying party.
(i) Each Person who has or who acquires any Ownership Interest
in a Class R Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably appointed the Servicer or its designee as its
attorney-in-fact to negotiate the terms of any mandatory sale under clause
(viii) below and to execute all instruments of transfer and to do all other
things necessary in connection with any such sale, and the rights of each Person
acquiring any Ownership Interest in a Class R Certificate are expressly subject
to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall be a Permitted Transferee and a United
States Person and shall promptly notify the Trustee of any change or
impending change in its status as either a United States Person or a
Permitted Transferee.
(ii) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of any Class R Certificate
until its receipt of, an affidavit and agreement (a "Transfer Affidavit
and Agreement" attached hereto as Exhibit I) from the proposed
Transferee, in form and substance satisfactory to the Trustee,
representing and warranting,
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among other things, that such Transferee is a Permitted Transferee,
that it is not acquiring its Ownership Interest in the Class R
Certificate that is the subject of the proposed Transfer as a nominee,
trustee or agent for any Person that is not a Permitted Transferee,
that for so long as it retains its Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted Transferee, and
that it has reviewed the provisions of this Section 4.02(i) and agrees
to be bound by them.
(iii) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (ii) above, if the
Trustee has actual knowledge that the proposed Transferee is not a
Permitted Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(iv) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall agree (x) to require a Transfer Affidavit
and Agreement from any other Person to whom such Person attempts to
transfer its Ownership Interest in a Class R Certificate and (y) not to
transfer its Ownership Interest unless it provides a certificate
(attached hereto as Exhibit I-1) to the Trustee stating that, among
other things, it has no actual knowledge that such other Person is not
a Permitted Transferee.
(v) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of temporary Treasury
regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder".
(vi) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and
Agreement and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. In
addition, no Transfer of a Class R Certificate shall be made unless the
Trustee shall have received a representation letter from the Transferee
of such Certificate to the effect that such Transferee is a United
States Person and is not a "disqualified organization" (as defined in
Section 860E(e)(5) of the Code).
(vii) Any attempted or purported transfer of any Ownership
Interest in a Class R Certificate in violation of the provisions of
this Section 4.02 shall be absolutely null and void and shall vest no
rights in the purported transferee. If any purported transferee shall
become a Holder of a Class R Certificate in violation of the provisions
of this Section 4.02, then the last preceding Permitted Transferee
shall be restored to all rights as Holder thereof retroactive to the
date of registration of transfer of such Class R Certificate. The
Trustee shall notify the Servicer upon receipt of written notice or
discovery by a Responsible Officer that the registration of transfer of
a Class R Certificate was not in fact permitted by this Section 4.02.
Knowledge shall not be imputed to the Trustee with respect to an
impermissible transfer in the absence of such a written notice or
discovery by a Responsible Officer. The Trustee shall be under no
liability to any Person for any registration of transfer of a Class R
Certificate that is in fact not permitted by this Section 4.02 or for
making any payments due on such Certificate to the Holder thereof or
taking any other action with respect to-such Holder under the
provisions of this Agreement so long as the transfer was registered
after receipt of the related Transfer Affidavit and
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Transfer Certificate. The Trustee shall be entitled, but not obligated
to, recover from any Holder of a Class R Certificate that was in fact
not a Permitted Transferee at the time it became a Holder or, at such
subsequent time as it became other than a Permitted Transferee, all
payments made on such Class R Certificate at and after either such
time. Any such payments so recovered by the Trustee shall be paid and
delivered by the Trustee to the last preceding Holder of such
Certificate.
(viii) If any purported transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this Section
4.02, then the Servicer or its designee shall have the right, without
notice to the Holder or any prior Holder of such Class R Certificate,
to sell such Class R Certificate to a purchaser selected by the
Servicer or its designee on such reasonable terms as the Servicer or
its designee may choose. Such purchaser may be the Servicer itself or
any affiliate of the Servicer. The proceeds of such sale, net of
commissions, expenses and taxes due, if any, will be remitted by the
Servicer to the last preceding purported transferee of such Class R
Certificate, except that in the event that the Servicer determines that
the Holder or any prior Holder of such Class R Certificate may be
liable for any amount due under this Section 4.02 or any other
provision of this Agreement, the Servicer may withhold a corresponding
amount from such remittance as security for such claim. The terms and
conditions of any sale under this clause (viii) shall be determined in
the sole discretion of the Servicer or its designee, and it shall not
be liable to any Person having an Ownership Interest in a Class R
Certificate as a result of its exercise of such discretion.
(j) The provisions of Section 4.02(i) may be modified, added to
or eliminated, provided that there shall have been delivered to the Trustee and
the Certificate Insurer an Opinion of Counsel to the effect that such
modification of, addition to or elimination of such provisions will not cause
the REMIC Trust to cease to qualify as a REMIC and will not cause (x) the REMIC
Trust to be subject to an entity-level tax caused by the Transfer of any
Ownership Interest in a Class R Certificate to a Person that is not a Permitted
Transferee or (y) a Person other than the prospective transferee to be subject
to a REMIC-related tax caused by the Transfer of an Ownership Interest in a
Class R Certificate to a Person that is not a Permitted Transferee.
No transfer of a Class R Certificate or any interest therein
shall be made to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or the Code (each, a "Plan") or to
any entity the assets of which constitute assets of a Plan. The Trustee and the
Servicer shall require the prospective transferee of any Class R Certificate to
certify (in the form of Exhibit N hereto) that it is neither (i) a Plan nor (ii)
a Person who is directly or indirectly purchasing a Class R Certificate on
behalf of, as named fiduciary of, as trustee of, or with assets, of a Plan.
(k) Subject to the restrictions set forth in this Agreement,
upon surrender for registration of transfer of any Certificate at the office or
agency of the Trustee located in New York, New York, the Trustee shall execute,
authenticate and deliver in the name of the designated transferee or
transferees, a new Certificate of the same Class and Percentage Interest and
dated the date of authentication by the Trustee.
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At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of Authorized Denominations of a like aggregate
Percentage Interest, upon surrender of the Certificates to be exchanged at such
office. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute, authenticate and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
cancelled by the Trustee.
Section 4.03 The Trust Certificate.
The Trust Certificate will represent the entire beneficial
ownership interest in all assets included in the Residual Trust Fund. The Trust
Certificate will be substantially in the form annexed hereto as Exhibit C. The
Trust Certificate shall be issuable in registered form only.
Upon original issue, the Trust Certificate shall be executed by
the Trustee, not in its individual capacity but solely as trustee of the
Residual Trust Fund, and delivered and authenticated by the Trustee to the Trust
Certificateholder upon receipt by the Trustee of the Class R Certificates (other
than the portion thereof representing the Tax Matters Person Residual Interest).
The Trust Certificate shall be executed and attested by manual or facsimile
signature on behalf of the Trustee by a Responsible Officer or an authorized
signatory. A Trust Certificate executed by the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trustee shall bind
the Residual Trust Fund, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of the
Trust Certificate or did not hold such offices at the date of issuance of the
Trust Certificate. The Trust Certificate shall not be entitled to any benefit
under this Agreement or be valid for any purpose unless there appears on such
Trust Certificate a certificate of authentication, substantially in the form
provided herein, executed by the Trustee by manual or facsimile signature, and
such certificate of authentication shall be conclusive evidence, and the only
evidence, that such Trust Certificate has been duly authenticated and delivered
hereunder. The Trust Certificate shall be dated the date of its authentication
and delivery.
Section 4.04 Mutilated, Destroyed, Lost or Stolen
Certificates and Trust Certificates. If (i) any mutilated Certificate or
Trust Certificate is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate or Trust Certificate, and (ii) there is delivered to the Servicer
and the Trustee such security or indemnity as may reasonably be required by each
of them to save each of them harmless, then, in the absence of notice to the
Servicer and the Trustee that such Certificate or Trust Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute, authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate or Trust Certificate, a new Certificate or Trust Certificate,
as applicable, of like tenor and Percentage Interest, but bearing a number not
contemporaneously outstanding. Upon the issuance of any new Certificate or Trust
Certificate under this Section 4.04, the Servicer and the Trustee may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and their fees and expenses connected
therewith. Any duplicate
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Certificate or Trust Certificate issued pursuant to this Section 4.04 shall
constitute complete and indefeasible evidence of ownership in the Trust Fund or
the Residual Trust Fund, as the case may be, as if originally issued, whether or
not the mutilated, destroyed, lost or stolen Certificate or Trust Certificate
shall be found at any time.
Section 4.05 Persons Deemed Owners. Prior to due
presentation of a Certificate or Trust Certificate for registration of transfer
and subject to the provisions of Section 4.02 and Article X, the Servicer, the
Depositor, the Originator, the Certificate Insurer and the Trustee may treat the
Person in whose name any Certificate or Trust Certificate is registered as the
owner of such Certificate or Trust Certificate for the purpose of receiving
remittances pursuant to Section 6.05 and for all other purposes whatsoever, and
the Servicer, the Depositor, the Originator and the Trustee shall not be
affected by notice to the contrary.
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ARTICLE V.
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
Section 5.01 Duties of the Servicer; Subservicing Agreements.
(a) It is intended that the REMIC Trust formed hereunder shall
constitute, and that the affairs of the REMIC Trust shall be conducted so as to
qualify it as, a "real estate mortgage investment conduit" ("REMIC") as defined
in and in accordance with the REMIC Provisions. In furtherance of such
intentions, the Servicer covenants and agrees that it shall not knowingly or
intentionally take any action or omit to take any action reasonably within the
Servicer's control and the scope of its duties more specifically set forth
herein that would cause the termination of the REMIC status of the REMIC Trust.
(b) The Servicer, as independent contract servicer, shall
service and administer the Mortgage Loans and shall have full power and
authority, acting alone, to do any and all things in connection with such
servicing and administration which the Servicer may deem necessary or desirable
and consistent with the terms of this Agreement. The Servicer may enter into
Subservicing Agreements for any servicing and administration of Mortgage Loans
with any institution which is in compliance with the laws of each state
necessary to enable it to perform its obligations under such Subservicing
Agreement and (1) (x) has been designated an approved seller-servicer by FHLMC
or FNMA for first and second mortgage loans, or (y) is an affiliate of the
Servicer, or (2) is otherwise approved by the Majority Certificateholders. The
Servicer shall give notice to the Certificate Insurer of the appointment of any
Subservicer. Any such Subservicing Agreement shall be consistent with and not
violate the provisions of this Agreement. The Servicer shall require each
Subservicer servicing a Mortgage Loan to establish and maintain one or more
separate trust accounts which may be interest bearing and which comply with the
standards with respect to the Certificate Account (the "Subservicing Account").
The Servicer shall require each Subservicer to credit to the related
Subservicing Account on a daily basis the amount of all proceeds of Mortgage
Loans received by the Subservicer, less its servicing compensation. The Servicer
shall require each Subservicer to remit to the Servicer by wire transfer of
immediately available funds all funds held in the Subservicing Account with
respect to each Mortgage Loan on a monthly remittance date which shall occur on
or before two Business Days preceding the Determination Date occurring in such
month. The Servicer shall be entitled to terminate any Subservicing Agreement in
accordance with the terms and conditions of such Subservicing Agreement and
either itself directly service the related Mortgage Loans or enter into a
Subservicing Agreement with a successor subservicer which qualifies hereunder.
(c) Notwithstanding any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer and Subservicer or reference to actions taken through a Subservicer or
otherwise, the Servicer shall remain obligated and primarily liable for the
servicing and administering of the Mortgage Loans in accordance with the
provisions of this Agreement without diminution of such obligation or liability
by virtue of such Subservicing Agreements or arrangements or by virtue of
indemnification from the Subservicer and to the same extent and under the same
terms and conditions as if the Servicer alone were servicing and administering
the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed
to have received payments on Mortgage Loans when the Subservicer has received
such payments. The Servicer shall be entitled to enter into any agreement with a
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Subservicer for indemnification of the Servicer by such Subservicer, and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.
(d) Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Servicer alone, and the Trustee and Certificateholders
shall not be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to the Subservicer except as set
forth in Section 5.01(e). The Servicer shall be solely liable for all fees owed
by it to any Subservicer irrespective of whether the Servicer's compensation
pursuant to this Agreement is sufficient to pay such fees.
(e) In the event the Servicer shall for any reason no longer be
the Servicer (including by reason of an Event of Default), the Trustee or its
designee approved by the Certificate Insurer shall, subject to Section 10.02
hereof, thereupon assume all of the rights and obligations of the Servicer under
each Subservicing Agreement that the Servicer may have entered into, unless the
Trustee elects to terminate any Subservicing Agreement. If the Trustee does not
terminate a Subservicing Agreement, the Trustee, its designee or the successor
servicer for the Trustee shall be deemed to have assumed all of the Servicer's
interest therein and to have replaced the Servicer as a party to each
Subservicing Agreement to the same extent as if the Subservicing Agreements had
been assigned to the assuming party, except that the Servicer shall not thereby
be relieved of any liability or obligations under the Subservicing Agreements
with regard to events that occurred prior to the date the Servicer ceased to be
the Servicer hereunder. The Servicer at its expense and without right of
reimbursement therefor, shall, upon request of the Trustee, deliver to the
assuming party all documents and records relating to each Subservicing Agreement
and the Mortgage Loans then being serviced and an accounting of amounts
collected and held by it and otherwise use its best efforts to effect the
orderly and efficient transfer of the Subservicing Agreements to the assuming
party.
(f) Consistent with the terms of this Agreement, the Servicer
may waive, modify or vary any term of any Mortgage Loan or consent to the
postponement of strict compliance with any such term or in any manner grant
indulgence to any Mortgagor if in the Servicer's determination such waiver,
modification, postponement or indulgence is not materially adverse to the
interests of the Certificateholders and the Certificate Insurer, provided,
however, that (unless (x) the Mortgagor is in default with respect to the
Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and
(y) with respect to any modification lowering the Mortgage Interest Rate, or
effecting the forgiveness of any amount owed under the Mortgage Note, or
extending the final maturity date on such Mortgage Loan, the Certificate Insurer
has consented to such modification and (z) such waiver, modification,
postponement or indulgence would not cause the REMIC to be disqualified or
otherwise cause a tax to be imposed on the REMIC) the Servicer may not permit
any modification with respect to any Mortgage Loan that would change the
Mortgage Interest Rate, or, defer (subject to Section 5.11) or forgive the
payment of any principal or interest (unless in connection with the liquidation
of the related Mortgage Loan) or extend the final maturity date on the Mortgage
Loan. No costs incurred by the Servicer or any Subservicer in respect of
Servicing Advances shall for the purposes of distributions to Certificateholders
be added to the amount owing under the related Mortgage Loan. Without limiting
the generality of the foregoing, and subject to Section 7.02, the Servicer shall
continue, and is hereby authorized and empowered to execute and deliver on
behalf of the Trustee and each Certificateholder, all instruments of
satisfaction or cancellation, or of partial or full
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release, discharge and all other comparable instruments, with respect to the
Mortgage Loans and with respect to the Mortgaged Properties; provided, however,
that the Servicer shall not authorize any partial release on a Mortgage Loan
where the CLTV for such Mortgage Loan after the proposed partial release would
be higher than the CLTV for such Mortgage Loan at the time of origination
without the consent of the Certificate Insurer, which consent shall not be
unreasonably withheld. If reasonably required by the Servicer, each
Certificateholder and the Trustee shall furnish the Servicer with any powers of
attorney and other documents necessary or appropriate to enable the Servicer to
carry out its servicing and administrative duties under this Agreement.
Notwithstanding anything to the contrary contained herein, the
Servicer, in servicing and administering the Mortgage Loans, shall employ or
cause to be employed procedures (including collection, foreclosure and REO
Property management procedures) and exercise the same care that it customarily
employs and exercises in servicing and administering mortgage loans for its own
account, in accordance with accepted second mortgage servicing practices of
prudent lending institutions and giving due consideration to the Certificate
Insurer's and the Certificateholders reliance on the Servicer.
All accounting and loan servicing records pertaining to each
Mortgage Loan shall be maintained in such manner as will permit the Trustee, the
Certificate Insurer or their duly authorized representatives and designees to
examine and audit and make legible reproductions of records upon reasonable
notice and during reasonable business hours. All such records shall be
maintained for such period as is required under applicable law, including but
not limited to, all transaction registers and loan ledger histories.
(g) On and after such time as the Trustee receives the
resignation of, or notice of the removal of, the Servicer from its rights and
obligations under this Agreement, and with respect to resignation pursuant to
Section 9.04, after receipt by the Trustee and the Certificate Insurer of the
Opinion of Counsel required pursuant to Section 9.04, the Trustee or its
designee approved by the Certificate Insurer shall assume all of the rights and
obligations of the Servicer, subject to Section 10.02 hereof. The Servicer
shall, upon request of the Trustee but at the expense of the Servicer, deliver
to the Trustee all documents and records relating to the Mortgage Loans and an
accounting of amounts collected and held by the Servicer and otherwise use its
best efforts to effect the orderly and efficient transfer of servicing rights
and obligations to the assuming party.
(h) The Servicer shall deliver a list of Servicing Officers to
the Trustee and the Certificate Insurer by the Closing Date.
Section 5.02 Liquidation of Mortgage Loans.
In the event that any payment due under any Mortgage Loan and
not deferred pursuant to Section 5.01 is not paid when the same becomes due and
payable, or in the event the Mortgagor fails to perform any other covenant or
obligation under the Mortgage Loan and such failure continues beyond any
applicable grace period, the Servicer shall take such action as it shall deem to
be in the best interest of the Certificate Insurer and the Certificateholders.
The Servicer shall foreclose upon or otherwise comparably effect the ownership
in the name of the Trustee for the benefit of the Certificateholders and the
Certificate Insurer on behalf of the Certificateholders and the Certificate
Insurer of Mortgaged Properties relating to defaulted Mortgage Loans as to which
no satisfactory arrangements can be made for collection of delinquent payments
in
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accordance with the provisions of Section 5.10; provided, however, that the
Servicer shall not be obligated to foreclose in the event that the Servicer, in
its good faith reasonable judgment, determines that it would not be in the best
interests of Certificateholders or the Certificate Insurer, which judgment shall
be evidenced by an Officer's Certificate delivered to the Trustee and the
Certificate Insurer. In connection with such foreclosure or other conversion,
the Servicer shall exercise collection and foreclosure procedures with the same
degree of care and skill in its exercise or use as it would exercise or use
under the circumstances in the conduct of its own affairs and for its own
portfolio.
After a Mortgage Loan has become a Liquidated Mortgage Loan,
the Servicer shall promptly prepare and forward to the Trustee and the
Certificate Insurer and, upon request, any Certificateholder, a Liquidation
Report, in the form attached hereto as Exhibit K, detailing the Liquidation
Proceeds received from the Liquidated Mortgage Loan, expenses incurred with
respect thereto, and any loss incurred in connection therewith.
Section 5.03 Establishment of Accounts; Deposits To, and
Transfer Among, the Accounts
No later than the Closing Date, the Trustee shall establish and
maintain for the benefit of the Certificateholders and the Certificate Insurer
the Certificate Account, which shall be an Eligible Account titled "Certificate
Account, Bankers Trust Company of California, N.A., as trustee for the
registered holders of Mortgage Pass-Through Certificates, Series 1996-1, Class A
and Class R". The Servicer shall use its best efforts to deposit (without
duplication) within one (1) Business Day, and shall in any event deposit within
two (2) Business Days of receipt thereof in the Certificate Account:
(i) all payments received after the Cut-Off Date on account of
principal on the Mortgage Loans and all Principal Prepayments and
Curtailments collected after the Cut-Off Date;
(ii) all payments received after the Cut-Off Date on account of
interest on the Mortgage Loans (other than payments of interest that
accrued on each Mortgage Loan up to and including the Due Date
immediately preceding the Cut-Off Date;
(iii) all Net Liquidation Proceeds;
(iv) all Insurance Proceeds;
(v) all Released Mortgaged Property Proceeds;
(vi) any amounts payable in connection with the repurchase of
any Mortgage Loan and the amount of any Substitution Adjustment
pursuant to Sections 2.03, 3.03 and 7.07; and
(vii) any amount required to be deposited in the Certificate
Account pursuant to Section 5.10, 6.04, 6.08, 6.09 or 11.01.
The requirements contained herein for deposit in the
Certificate Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing,
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the Servicing Fee with respect to each Mortgage Loan, late payment charges and
assumption fees, to the extent permitted by Sections 7.01 and 7.03, and Excess
Proceeds need not be deposited by the Servicer in the Certificate Account.
The Servicer shall instruct each related Mortgagor to send
payments to P.O. Box 805, Providence, Rhode Island 02901.
Section 5.04 Permitted Withdrawals From the Certificate Account.
The Trustee shall withdraw or cause to be withdrawn funds from
the Certificate Account for the following purposes; provided that no funds in
the Certificate Account constituting Insured Payments or amounts transferred
from the Spread Account pursuant to Section 6.11 shall be used to make payments
pursuant to subclauses (ii) through (viii) of this Section 5.04:
(i) to effect the distributions described in Section 6.05(c);
(ii) to reimburse the Servicer for any accrued unpaid Servicing
Fees and for unreimbursed Monthly Advances and Servicing Advances. The
Servicer's right to reimbursement for unpaid Servicing Fees and
unreimbursed Servicing Advances shall be limited to late collections on
the related Mortgage Loan, including Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts
as may be collected by the Servicer from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such
unreimbursed amounts are owed. The Servicer's right to reimbursement
for unreimbursed Monthly Advances shall be limited to late collections
of interest on any Mortgage Loan and to Liquidation Proceeds and
Insurance Proceeds on related Mortgage Loans. It is understood that the
Servicer's right to reimbursement pursuant hereto shall be prior to the
rights of Certificateholders unless the Originator is the Servicer and
the Originator is required to repurchase or substitute a Mortgage Loan
pursuant to Sections 2.03 or 3.03, in which case the Servicer's right
to such reimbursement shall be subsequent to the payment to the
Certificateholders of the purchase price or Substitution Adjustment
pursuant to such Sections 2.03 or 3.03;
(iii) to withdraw any amount received from a Mortgagor that is
recoverable and sought to be recovered as a voidable preference by a
trustee in bankruptcy pursuant to the United States Bankruptcy Code in
accordance with a final, nonappealable order of a court having
competent jurisdiction;
(iv) (a) to make investments in Permitted Instruments and (b)
subject to Section 6.04, to pay to the Spread Account or the Servicer,
as the case may be, interest earned in respect of Permitted Instruments
or on funds deposited in the Certificate Account;
(v) to withdraw any funds deposited in the Certificate Account
that were not required to be deposited therein (such as Servicing
Compensation) or were deposited therein in error and to pay such funds
to the appropriate Person;
(vi) (a) to pay the Servicer Servicing Compensation pursuant to
Section 7.03 hereof to the extent not retained or paid pursuant to
Section 5.03, 5.04(ii) or 7.03 or (b) to pay the Servicer the Remainder
Excess Spread Amount with respect to any Remittance
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Date for any Reimbursable Amounts to the extent of such Reimbursable
Amounts and the remainder of such Remainder Excess Spread Amount to the
Class R Certificateholders;
(vii) to withdraw funds necessary for the conservation and
disposition of REO Property pursuant to the third paragraph of Section
5.10;
(viii) to reimburse the Servicer for (a) Nonrecoverable Advances
that are not, with respect to aggregate Servicing Advances on any
single Mortgage Loan or REO Property, in excess of the Principal
Balance thereof and (b) for amounts to be reimbursed to the Servicer
pursuant to Section 9.01;
(ix) to pay premiums on the Certificate Insurance Policy to the
Certificate Insurer and to reimburse the Certificate Insurer for any
unreimbursed Insured Payments;
(x) to pay to the Originator collections received in respect of
accrued interest on the Mortgage Loans through the Due Date in February
1996; and
(xi) to clear and terminate the Certificate Account upon the
termination of this Agreement and to pay any amounts remaining therein
to the Class R Certificateholders.
Section 5.05 Payment of Taxes, Insurance and Other Charges.
With respect to each Mortgage Loan, the Servicer shall maintain
accurate records reflecting fire and hazard insurance coverage.
With respect to each Mortgage Loan as to which the Servicer
maintains escrow accounts, the Servicer shall maintain accurate records
reflecting the status of ground rents, taxes, assessments, water rates and other
charges which are or may become a lien upon the Mortgaged Property and the
status of primary mortgage guaranty insurance premiums, if any, and fire and
hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges (including renewal premiums) and shall effect payment
thereof prior to the applicable penalty or termination date and at a time
appropriate for securing maximum discounts allowable, employing for such purpose
deposits of the Mortgagor in any escrow account which shall have been estimated
and accumulated by the Servicer in amounts sufficient for such purposes, as
allowed under the terms of the Mortgage. To the extent that a Mortgage does not
provide for escrow payments, the Servicer shall, if it has received notice of a
default or deficiency, monitor such payments to determine if they are made by
the Mortgagor.
Section 5.06 Transfer of Accounts: Monthly Statements.
The Accounts may, upon written notice by the Trustee to the
Certificate Insurer, be transferred to a different depository so long as such
transfer is to an Eligible Account. The Trustee shall provide to the Certificate
Insurer a monthly statement of activity in the Accounts.
Section 5.07 Maintenance of Hazard Insurance.
The Servicer shall cause to be maintained, subject to the
provisions of Section 5.08 hereof, fire and hazard insurance with extended
coverage customary in the area where the Mortgaged Property is located, in an
amount which is at least equal to the lesser of (a) the
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outstanding principal balance owing on the Mortgage Loan and the First Lien, (b)
the full insurable value of the premises securing the Mortgage Loan and (c) the
minimum amount required to compensate for.damage or loss on a replacement cost
basis in each case in an amount not less than such amount as is necessary to
avoid the application of any co-insurance clause contained in the related hazard
insurance policy. If the Mortgaged Property is in an area identified in the
Federal Register by the Flood Emergency Management Agency as Flood Zone "A",
such flood insurance has been made available and the Servicer determines that
such insurance is necessary in accordance with accepted second mortgage
servicing practices of prudent lending institutions, the Servicer will cause to
be purchased a flood insurance policy with a generally acceptable insurance
carrier, in an amount representing coverage not less than the least of (i) the
outstanding principal balance of the Mortgage Loan and the First Lien, (ii) the
full insurable value of the Mortgaged Property, or (iii) the maximum amount of
insurance available under the National Flood Insurance Act of 1968, as amended.
The Servicer shall also maintain, to the extent such insurance is available, on
REO Property, fire and hazard insurance in the amounts described above,
liability insurance and, to the extent required and available under the National
Flood Insurance Act of 1968, as amended, and the Servicer determines that such
insurance is necessary in accordance with accepted second mortgage servicing
practices of prudent lending institutions, flood insurance in an amount equal to
that required above. Any amounts collected by the Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
Mortgaged Property, or to be released to the Mortgagor in accordance with
customary second mortgage servicing procedures) shall be deposited in the
Certificate Account, subject to retention by the Servicer to the extent such
amounts constitute Servicing Compensation or to withdrawal pursuant to Section
5.04. Any cost incurred by the Servicer in maintaining any such insurance shall
not, for the purpose of calculating distributions to Certificateholders, be
added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit. It is understood
and agreed that no earthquake or other additional insurance need be required by
the Servicer of any Mortgagor or maintained on REO Property, other than pursuant
to such applicable laws and regulations as shall at any time be in force and as
shall require such additional insurance. All policies required hereunder shall
be endorsed with standard mortgagee clauses with losses payable to the Servicer.
In connection with its activities as administrator and servicer of the Mortgage
Loans, the Servicer agrees to prepare and present, on behalf of itself, the
Trustee, the Certificate Insurer and Certificateholders, claims under any such
policy in a timely fashion in accordance with the terms of such policy.
Section 5.08 Maintenance of Mortgage Impairment Insurance
Policy.
In the event that the Servicer shall obtain and maintain a
blanket policy with an insurer either (A) having a General Policy rating of
A:VIII or better in Best's Key Rating Guide or (B) approved by the Certificate
Insurer, such approval not to be unreasonably withheld, insuring against fire
and hazards of extended coverage on all of the Mortgage Loans, then, to the
extent such policy names the Servicer as loss payee and provides coverage in an
amount equal to the aggregate unpaid principal balance on the Mortgage Loans
without co-insurance, and otherwise complies with the requirements of Section
5.07, the Servicer shall be deemed conclusively to have satisfied its
obligations with respect to fire and hazard insurance coverage under Section
5.07, it being understood and agreed that such blanket policy may contain a
deductible clause, in which case the Servicer shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy
complying with Section 5.07, and there shall have been a loss which would have
been covered by such policy, deposit in the Certificate Account the difference,
if any, between the amount that would have been payable under a policy
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complying with Section 5.07 and the amount paid under such blanket policy. Upon
the request of the Certificate Insurer, the Trustee or any Certificateholder,
the Servicer shall cause to be delivered to the Trustee or such
Certificateholder, as the case may be, a certified true copy of such policy. In
connection with its activities as administrator and servicer of the Mortgage
Loans, the Servicer agrees to prepare and present, on behalf of itself, the
Trustee, the Certificate Insurer and Certificateholders, claims under any such
policy in a timely fashion in accordance with the terms of such policy.
Section 5.09 Fidelity Bond.
The Servicer shall maintain with a responsible company, and at
its own expense, a blanket fidelity bond and an errors and omissions insurance
policy, in a minimum amount acceptable to FNMA or FHLMC or otherwise in an
amount as is commercially available at a cost that is not generally regarded as
excessive by industry standards, with broad coverage on all officers, employees
or other persons acting in any capacity requiring such persons to handle funds,
money, documents or papers relating to the Mortgage Loans ("Servicer
Employees"). Any such fidelity bond and errors and omissions insurance shall
protect and insure the Servicer against losses, including losses resulting from
forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of
such Servicer Employees. Such fidelity bond shall also protect and insure the
Servicer against losses in connection with the release or satisfaction of a
Mortgage Loan without having obtained payment in full of the indebtedness
secured thereby. No provision of this Section 5.09 requiring such fidelity bond
and errors and omissions insurance shall diminish or relieve the Servicer from
its duties and obligations as set forth in this Agreement. Upon the request of
the Trustee, the Certificate Insurer or any Certificateholder, the Servicer
shall cause to be delivered to the Trustee, such Certificateholder or the
Certificate Insurer a certified true copy of such fidelity bond and insurance
policy. On the Closing Date, such bond and insurance is maintained with certain
underwriters at Hartford Fire Insurance Company and Lloyds of London.
Section 5.10 Title, Management and Disposition of REO Property
In the event that title to the Mortgaged Property is acquired
in foreclosure or by deed in lieu of foreclosure (an "REO Property"), the deed
or certificate of sale shall be taken in the name of the Trustee for the benefit
of the Certificateholders and the Certificate Insurer.
The Servicer shall manage, conserve, protect and operate each
REO Property for the Certificateholders solely for the purpose of its prudent
and prompt disposition and sale. The Servicer shall, either itself or through an
agent selected by the Servicer, manage, conserve, protect and operate the REO
Property in the same manner that it manages, conserves, protects and operates
other foreclosed property for its own account, and in the same manner that
similar property in the same locality as the REO Property is managed. The
Servicer shall attempt to sell the same (and may temporarily rent the same) on
such terms and conditions as the Servicer deems to be in the best interest of
the Certificate Insurer and the Certificateholders.
The Servicer shall cause to be deposited, no later than five
Business Days after the receipt thereof, in the Certificate Account, all
revenues received with respect to the conservation and disposition of the
related REO Property and shall retain, or cause the Trustee to withdraw
therefrom funds necessary for the proper operation, management and maintenance
of the REO Property and the fees of any managing agent acting on behalf of the
Servicer.
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The disposition of REO Property shall be carried out by the
Servicer at such cash price, and upon such terms and conditions, as the Servicer
deems to be in the best interest of the Certificateholders and, as soon as
practicable thereafter, the expenses of such sale shall be paid. The cash
proceeds of sale of the REO Property shall be promptly deposited in the
Certificate Account, net of Excess Proceeds and of any related unreimbursed
Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly
Advances payable to the Servicer in accordance with Section 5.04, for
distribution to the Certificateholders in accordance with Section 6.05 hereof.
In the event any Mortgaged Property is acquired as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Servicer, on behalf of the REMIC Trust, shall either sell for cash any REO
Property within two years after the REMIC Trust acquires ownership of such REO
Property for purposes of Section 860G(a)(8) of the Code or, at the expense of
the REMIC Trust, request, more than 60 days before the day on which the two-year
grace period would otherwise expire an extension of the two-year grace period,
unless the Servicer has delivered to the Trustee an Opinion of Counsel,
addressed to the Trustee and the Servicer, to the effect that the holding by the
REMIC Trust of such REO Property subsequent to two years after its acquisition
will not result in the imposition on the REMIC Trust of taxes on "prohibited
transactions" thereof, as defined in Section 860F of the Code, or cause the
REMIC Trust to fail to qualify as a REMIC under Federal law at any time the
Class A Certificates are outstanding. Notwithstanding any other provision of
this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to
this Section shall be rented (or allowed to continue to be rented) or otherwise
used for the production of income by or on behalf of the Trust Fund, and (ii) no
construction shall take place on such Mortgaged Property in such a manner or
pursuant to any terms, in either case, that would cause such Mortgaged Property
to fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code or result in the receipt by the Trust Fund of any "net
income from foreclosure property" which is subject to taxation within the
meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater
than two years is permitted under this Agreement and is necessary to sell any
REO Property, the Servicer shall give appropriate notice to the Trustee, the
Certificate Insurer and the Certificateholders and shall report monthly to the
Trustee as to the progress being made in selling such REO Property.
If the Servicer has actual knowledge that a Mortgaged Property
which the Servicer is contemplating acquiring in foreclosure or by deed in lieu
of foreclosure is located within a one mile radius of any site with
environmental or hazardous waste risks known to the Servicer, the Servicer will
notify the Certificate Insurer prior to acquiring the Mortgaged Property and
shall not take any action without the prior written approval of the Certificate
Insurer. Nothing in this Section shall affect the Servicer's right to deem
certain advances proposed to be made Nonrecoverable Advances. For the purpose of
this Section 5.10, actual knowledge of the Servicer means actual knowledge of a
Responsible Officer of the Servicer involved in the servicing of the relevant
Mortgage Loan. Actual knowledge of the Servicer does not include knowledge
imputable by virtue of the availability of or accessibility to information
relating to environmental or hazardous waste sites or the locations thereof.
Section 5.11 Collection of Certain Mortgage Loan Payments.
The Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement,
comply with the terms and provisions of any applicable hazard
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insurance policy. Consistent with the foregoing, the Servicer may in its
discretion waive or permit to be waived any late payment charge, prepayment
charge, assumption fee or any penalty interest in connection with the prepayment
of a Mortgage Loan or any other fee or charge which the Servicer would be
entitled to retain hereunder as Servicing Compensation and extend the due date
for payments due on a Mortgage Note for a period (with respect to each payment
as to which the due date is extended) not greater than 125 days after the
initially scheduled due date for such payment, provided that such extension
would not be considered a new mortgage loan for federal income tax purposes. In
the event the Servicer shall consent to the deferment of the Due Dates for
payments due on a Mortgage Note, the Servicer shall nonetheless make payment of
any required Monthly Advance with respect to the payments so extended to the
same extent as if such installment were due, owing and delinquent and had not
been deferred, and shall be entitled to reimbursement therefor in accordance
with Section 5.04(ii) hereof.
Section 5.12 Access to Certain Documentation and Information
Regarding the Mortgage Loans.
The Servicer and the Trustee shall provide to the other and to
the Certificateholders, the Certificate Insurer, the FDIC, the Office of Thrift
Supervision and the supervisory agents and examiners of each of the foregoing
access to the documentation regarding the Mortgage Loans required by applicable
state and federal regulations, such access being afforded at the expense of the
requesting party but only upon reasonable notice and request and during normal
business hours at the offices of the Servicer or the Trustee. Such access
charges shall be at the Servicer's or Trustee's customary rates, as applicable.
Section 5.13 Superior Liens.
The Servicer shall file (or cause to be filed) of record a
request for notice of any action by a superior lienholder under a First Lien for
the protection of the Trustee's interest, where permitted by local law and
whenever applicable state law does not require that a junior lienholder be named
as a party defendant in foreclosure proceedings in order to foreclose such
junior lienholder's equity of redemption.
If the Servicer is notified that any superior lienholder has
accelerated or intends to accelerate the obligations secured by the First Lien,
or has declared or intends to declare a default under the mortgage or the
promissory note secured thereby, or has filed or intends to file an election to
have the Mortgaged Property sold or foreclosed, the Servicer shall take, on
behalf of the Trust Fund, whatever actions are necessary to protect the
interests of the Certificateholders and the Certificate Insurer, and/or to
preserve the security of the related Mortgage Loan, subject to the application
of the REMIC Provisions in accordance with the terms of the Agreement. The
Servicer shall immediately notify the Trustee and the Certificate Insurer of any
such action or circumstances. The Servicer shall advance the necessary funds to
cure the default or reinstate the superior lien, if such advance is in the best
interests of the Certificate Insurer and the Certificateholders which the
Servicer may establish by seeking approval from the Certificate Insurer as
evidenced by written instruction from the Certificate Insurer. Any action or
inaction on the part of the Servicer in accordance with such written
instructions shall be deemed to be in the best interests of the Certificate
Insurer and the Certificateholders. If no written response is received within
five (5) Business Days of receipt by the Certificate Insurer of such request for
approval, the Servicer may advance or not advance in accordance with the second
preceding sentence without liability to the Certificateholders or the
Certificate Insurer. The Servicer shall
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not make such an advance except to the extent that it determines in its
reasonable good faith judgment that the advance would be recoverable from
Liquidation Proceeds on the related Mortgage Loan and in no event in an amount
that is greater than the principal amount of the related Mortgage Loan. The
Servicer shall thereafter take such action as is necessary to recover the amount
so advanced.
Section 5.14 Nonrecoverable Advances.
Notwithstanding anything herein to the contrary, no Servicing
Advance or Monthly Advance shall be made hereunder if the Servicer determines
that such Servicing Advance or Monthly Advance would, if made, constitute a
Nonrecoverable Advance. Any such determination and the related notice shall be
made no later than the 28th day of any given month. The Servicer shall provide
to the Certificate Insurer access to the Mortgage File with respect to any
Mortgage Loan for which such determination has been made, such access being
afforded without charge but only upon reasonable request and during normal
business hours at the offices of the Servicer designated by it.
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ARTICLE VI
PAYMENTS TO THE CERTIFICATEHOLDERS
AND THE TRUST CERTIFICATEHOLDER
Section 6.01 Establishment of Simple Interest Excess
Sub-Account; Deposits in Simple Interest Excess Sub-Account.
No later than the Closing Date, the Trustee will establish and
maintain a sub-account of the Certificate Account, which shall be an Eligible
Account, titled "Simple Interest Excess Sub-Account, Bankers Trust Company of
California, N.A., as trustee for the registered holders of Mortgage Pass-Through
Certificates, Series 1996-1, Class A-1, Class A-2, Class A-3 and Class R". The
Trustee shall, on each Remittance Date, transfer to the Simple Interest Excess
Sub-Account all Net Simple Interest Excess, if any, for such Remittance Date.
Section 6.02 Permitted Withdrawals from the Simple Interest
Excess Sub- Account.
The Trustee shall withdraw amounts on deposit in the Simple
Interest Excess Sub-Account on the third Business Day prior to each Remittance
Date in accordance with Section 6.09 for deposit in the Certificate Account and
shall invest amounts on deposit in the Simple Interest Excess Sub-Account in
Permitted Instruments pursuant to Section 6.04.
The Trustee shall distribute 90% of the balance in the Simple
Interest Excess Sub-Account on the Remittance Date occurring in March of each
year first, to the Servicer to the extent of any Servicing Fees applied to pay
Net Simple Interest Shortfalls and not previously reimbursed and second, to the
Class R Certificateholders. Such distributions shall be deemed to be made on a
first-in first-out basis.
The Trustee shall clear and terminate the Simple Interest
Excess Sub-Account upon the termination of this Agreement and distribute any
funds remaining therein first, to the Servicer to the extent of any advances
made with respect to Net Simple Interest Shortfalls and not previously
reimbursed and second, to the Class R Certificateholders.
Section 6.03 No Liability for Early Repayment.
None of the Certificate Insurer, the Trust Fund, the Trustee,
the Originator, the Depositor or the Servicer will be liable to any
Certificateholder or Holder for any loss or damage incurred by such
Certificateholder or Holder as a result of any difference in the rate of return
received by such Certificateholder or Holder as compared to the Pass-Through
Rate, upon reinvestment of the funds received in connection with any premature
repayment of principal on the Certificates, including any such repayment
resulting from any prepayment by the Mortgagor, any liquidation of such Mortgage
Loan, or any repurchase of or substitution for any Mortgage Loan by the
Originator or the Servicer.
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Section 6.04 Investment of Accounts.
(a) So long as no Event of Default shall have occurred and be
continuing, and consistent with any requirements of the Code, all or a portion
of any Account held by the Trustee shall be invested and reinvested by the
Trustee, as directed in writing by the Servicer, in one or more Permitted
Instruments bearing interest or sold at a discount. If an Event of Default shall
have occurred and be continuing or if the Servicer does not provide investment
directions, the Trustee shall invest all Accounts in Permitted Instruments
described in paragraph d. of the definition of Permitted Instruments. Except as
provided in Section 6.04(e), no such investment in any Account shall mature
later than the Business Day immediately preceding the next Remittance Date
(except that if such Permitted Instrument is an obligation of the Trustee, then
such Permitted Instrument shall mature not later than such Remittance Date).
(b) If any amounts are needed for disbursement from any
Account held by the Trustee and sufficient uninvested funds are not available to
make such disbursement, the Trustee shall cause to be sold or otherwise
converted to cash a sufficient amount of the investments in such Account. The
Trustee shall not be liable for any investment loss or other charge resulting
therefrom unless the Trustee's failure to perform in accordance with this
Section 6.04 is the cause of such loss or charge.
(c) Subject to Section 12.01 hereof, the Trustee shall not in
any way be held liable by reason of any insufficiency in any Account held by the
Trustee resulting from any investment loss on any Permitted Instrument included
therein (except to the extent that the Trustee is the obligor and has defaulted
thereon or as provided in subsection (b) of this Section 6.04).
(d) So long as no Event of Default shall have occurred and be
continuing, all net income and gain realized from investment of, and all
earnings on, funds deposited in the Certificate Account and the Simple Interest
Excess Sub-Account shall be for the benefit of the Servicer as servicing
compensation (in addition to the Servicing Fee), and otherwise shall be
deposited in the Spread Account, and shall be subject to withdrawal on or before
the first Business Day of the month following the month in which such income or
gain is received. The Servicer shall deposit in the Certificate Account, the
Simple Interest Excess Sub-Account or the Spread Account, as the case may be,
the amount of any loss incurred in respect of any Permitted Instrument held
therein which is in excess of the income and gain thereon immediately upon
realization of such loss, without any right to reimbursement therefor from its
own funds. Income or gain from Permitted Instruments held in the Spread Account
shall be deposited into the Spread Account.
(e) Amounts on deposit in the Spread Account may be invested
in accordance with the following restrictions on maturity:
(1) as of any date of determination, no less than the greater
of (i) an amount equal to 33% times the Base Spread Account Requirement
and (ii) an amount equal to the sum of the aggregate Principal Balances
of Mortgage Loans that have converted to REO Properties and Mortgage
Loans in foreclosure, but, in the case of both clauses (i) and (ii)
hereof, in no event more than the Base Spread Account Requirement,
shall mature no later than the Business Day immediately preceding the
next Remittance Date; and
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(2) as of any date of determination, no more than the greater
of (i) an amount equal to 33% times the Base Spread Account Requirement
and (ii) an amount equal to the sum of the aggregate Principal Balances
of Mortgage Loans that have converted to REO Properties and an amount
equal to 33% times the aggregate Principal Balances of Mortgage Loans
that are 90 or more days delinquent (including Mortgage Loans in
foreclosure), but, in the case of both clauses (i) and (ii) hereof, in
no event more than the Base Spread Account Requirement, may mature no
later than the Business Day immediately preceding the second succeeding
Remittance Date; and
(3) as of any date of determination, the excess of the amounts
on deposit in the Spread Account over the amounts described in Section
6.04(e)(1) and (2) may mature no later than the Business Day next
preceding the third succeeding Remittance Date;
provided, however, that upon approval in writing by the Certificate Insurer and
S&P and which will not, as set forth in writing delivered to the Trustee by
Moody's, result in a downgrade of the Class A Certificates by Moody's, amounts
on deposit in the Spread Account may mature at a later date than that set forth
in clauses (1), (2) and (3) above.
Section 6.05 Priority and Subordination of Distributions.
(a) The rights of the Certificateholders to receive
distributions from the proceeds of the Trust Fund, and all ownership interests
of the Certificateholders in such distributions, shall be as set forth in this
Agreement. In this regard, all rights of the Class R Certificateholders to
receive distributions in respect of the Class R Certificates shall be subject
and subordinate to the preferential rights of the Class A Certificateholders to
receive distributions in respect of the Class A Certificates and to the
Certificate Insurer's rights to be paid the amounts due under Section
6.05(c)(iii), as described herein and distributions on the Class R Certificates
are subject and subordinate to the funding and maintenance of the Spread Account
in the amount specified herein. In accordance with the foregoing, the ownership
interests of the Class R Certificateholders in amounts deposited in the Accounts
from time to time shall not vest unless and until such amounts are distributed
in respect of the Class R Certificates in accordance with the terms of this
Agreement. Notwithstanding anything contained in this Agreement to the contrary,
no Certificateholder shall be required to refund any amount properly distributed
to it pursuant to this Agreement.
(b) As soon as possible, and in no event later than 12:00 noon
New York time on the second Business Day immediately preceding the Remittance
Date, the Trustee shall furnish the Certificate Insurer and the Servicer with a
completed notice in the form set forth as Exhibit A to the Endorsement to the
Class A Certificate Insurance Policy, a copy of which is attached as Exhibit J
hereto (the "Class A Notice") in the event that the Class A Available Remittance
Amount and the amount in the Spread Account to be deposited in the Certificate
Account on the related Remittance Date with respect to the Class A-1
Certificates, the Class A-2 Certificates and the Class A-3 Certificates pursuant
to Section 6.11(b)(i) are insufficient to pay the sum of the Class A-1
Remittance Amount, the Class A-2 Remittance Amount and the Class A-3 Remittance
Amount on such Remittance Date. Each Notice shall specify the amount of Insured
Payment and shall constitute a claim for an Insured Payment pursuant to the
Certificate Insurance Policy. Upon receipt of Insured Payments on behalf of the
Class A Certificateholders under the Certificate Insurance Policy, the Trustee
shall deposit such Insured Payments in the Certificate Account and shall
distribute such Insured Payments in accordance with Section 6.05(c) and (d).
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The Trustee shall receive, as attorney-in-fact of each Holder
of a Class A Certificate, any Insured Payment from the Certificate Insurer and
disburse the same to the relevant Holder thereof in accordance with the
provisions of this Section 6.05. Insured Payments disbursed by the Trustee from
proceeds of the Certificate Insurance Policy shall not be considered payment by
the Trust Fund nor shall such payments discharge the obligation of the Trust
Fund with respect to such Class A Certificates, and the Class A-1 Principal
Balance, the Class A-2 Principal Balance or the Class A-3 Principal Balance, as
the case may be, shall be deemed not reduced for such purposes and the
Certificate Insurer shall become the owner of such unpaid amounts due from the
Trust Fund in respect of such Class A Certificates. The Trustee hereby agrees on
behalf of each Holder of a Class A Certificate for the benefit of the
Certificate Insurer that it recognizes that to the extent the Certificate
Insurer makes Insured Payments, either directly or indirectly (as by paying
through the Trustee), to the Class A Certificateholders, the Certificate Insurer
will be subrogated to the rights of the Class A Certificateholders, as
applicable, with respect to such Insured Payment, shall be deemed to the extent
of the payments so made to be a registered Class A Certificateholder for
purposes of payment and shall receive all future Class A-1 Remittance Amounts,
Class A-2 Remittance Amounts and Class A-3 Remittance Amounts, as applicable,
until all such Insured Payments by the Certificate Insurer have been fully
reimbursed, subject to the following paragraph. To evidence such subrogation,
the Trustee shall note the Certificate Insurer's rights as subrogee on the
registration books maintained by the Trustee and on any Class A Certificates
surrendered for payment upon receipt from the Certificate Insurer of proof of
payment of any Insured Payment. Except as otherwise described herein, the
Certificate Insurer shall not acquire any voting rights hereunder as a result of
such subrogation. The effect of the foregoing provisions is that, to the extent
of Insured Payments made by it, the Certificate Insurer shall be paid before
payment of the balance of the Class A-1 Remittance Amount, the Class A-2
Remittance Amount and the Class A-3 Remittance Amount, as applicable, is made to
the other Holders of the Class A-1 Certificates, the Class A-2 Certificates or
Class A-3 Certificates, as applicable, subject to the following paragraph.
It is understood and agreed that the intention of the parties
is that the Certificate Insurer shall not be entitled to reimbursement on any
Remittance Date for amounts previously paid by it unless on such Remittance
Date, the Class A-1 Certificateholders, the Class A-2 Certificateholders and the
Class A-3 Certificateholders shall also have received the full amount of the
Class A-1 Remittance Amount, the Class A-2 Remittance Amount or the Class A-3
Remittance Amount, as applicable, for such Remittance Date.
The Trustee shall keep a complete and accurate record of the
amount of Insured Payments and the Certificate Insurer shall have the right to
inspect such records at reasonable times upon one Business Day's prior notice to
the Trustee.
The Trustee shall promptly notify the Certificate Insurer of
any proceeding or the institution of any action seeking the avoidance as a
preferential transfer under applicable bankruptcy, insolvency, receivership or
similar law (a "Preference Claim") of any distribution made with respect to the
Class A Certificates. Each Holder, by its purchase of Class A Certificates, and
the Trustee hereby agree that, the Certificate Insurer (so long as no
Certificate Insurer Default exists) may at any time during the continuation of
any proceeding relating to a Preference Claim direct all matters relating to
such Preference Claim, including, without limitation, (i) the direction of any
appeal of any order relating to any Preference Claim and (ii) the posting of any
surety, supersedes or performance bond pending any such appeal. In addition and
without limitation of the foregoing, the Certificate Insurer shall be subrogated
to the rights
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of the Trustee and each such Holder in the conduct of any such Preference Claim,
including, without limitation, all rights of any party to an adversary
proceeding action with respect to any order issued in connection with any such
Preference Claim. Insured Payments paid by the Certificate Insurer to the
Trustee shall be received by the Trustee, as agent to the Certificateholders.
The Trustee is not permitted to make a claim on the Trust Fund or on any
Certificateholder for payments made to Certificateholders under either
Certificate Insurance Policy which are characterized as preference payments by
any Bankruptcy Court having jurisdiction over any bankrupt Mortgagor unless
ordered to do so by such Bankruptcy Court.
(c) On each Remittance Date the Trustee shall withdraw from the
Certificate Account the Class A Available Funds and make distributions thereof,
based on the information provided in the most recent Trustee's Remittance
Report, in the following order of priority to the extent available:
(i) without regard to priority, to the Class A-1
Certificateholders, an amount equal to the Class A-1
Interest Remittance Amount, to the Class A-2
Certificateholders, an amount equal to the Class A- 2
Interest Remittance Amount and to the Class A-3
Certificateholders, an amount equal to the Class A-3
Interest Remittance Amount;
(ii) then, pro rata:
(A) the Combined Percentage of the Class A Principal
Remittance Amount will be distributed
sequentially, (1) to the Class A-1
Certificateholders, to reduce the Class A-1
Principal Balance until the Class A-1 Principal
Balance is zero, in an amount equal to the sum of
(a) the Class A-1 Principal Remittance Amount and
(b) the Class A-1 Carry-Forward Amount, and (2)
after the Class A-1 Principal Balance has been
reduced to zero, to the Class A-2
Certificateholders, to reduce the Class A-2
Principal Balance until the Class A-2 Principal
Balance is zero, in an amount equal to the sum of
(a) the Class A-2 Principal Remittance Amount and
(b) the Class A-2 Carry-Forward Amount and
(B) the Class A-3 Percentage of the Class A Principal
Remittance Amount will be distributed to the
Class A-3 Certificateholders, to reduce the Class
A-3 Principal Balance until the Class A-3
Principal Balance is zero, in an amount equal to
the sum of (a) the Class A-3 Principal Remittance
Amount and (b) the Class A-3 Carry-Forward
Amount;
(iii) then to the Certificate Insurer an amount equal to the
sum of (1) the product of (a) one-twelfth of the
Premium Percentage multiplied by (b) the sum of the
outstanding Class A-1 Certificate Principal Balance,
the outstanding Class A-2 Certificate Principal
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Balance and the outstanding Class A-3 Certificate
Principal Balance before giving effect to distributions
to be made on such Remittance Date, (2) any Class A-1,
Class A-2 or Class A-3 Carry-Forward Amount (as defined
below) to the extent of previous Insured Payments, and
(3) any I and I Payments;
(iv) then to the Servicer and/or the Originator, an amount
equal to the Reimbursable Amounts not previously
reimbursed;
(v) then to the Servicer, an amount equal to Nonrecoverable
Advances not previously reimbursed;
(vi) then to the Spread Account, the Monthly Excess Spread
Amount; and
(vii) then to the Class R Certificateholders, the balance, if
any.
(d) All distributions made to the Class A-1 Certificateholders, the
Class A-2 Certificateholders, the Class A-3 Certificateholders or the Class R
Certificateholders as a Class on each Remittance Date will be made on a pro rata
basis among the Certificateholders on the next preceding Record Date based on
the Percentage Interest represented by their respective Certificates, and shall
be made by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if, in the case of a Class A Certificateholder, such Certificateholder
shall own of record Certificates of the same Class which have denominations
aggregating at least $5,000,000 appearing in the Certificate Register and shall
have provided complete wiring instructions at least five Business Days prior to
the Record Date, and otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register.
Section 6.06 Failure to Make Insured Payment.
If as of any Remittance Date the Certificate Insurer fails to make
Insured Payments and there are insufficient funds to pay the Class A-1
Certificateholders the Class A-1 Remittance Amount, the Class A-2
Certificateholders the Class A-2 Remittance Amount and the Class A-3
Certificateholders the Class A-3 Remittance Amount, the Class A Available Funds
shall be distributed by the Trustee to the Class A Certificateholders in
proportion to their respective Percentage Interests.
Section 6.07 Statements.
Not later than 12:00 noon California time on the fourth Business Day
following each Record Date, the Servicer shall deliver to the Trustee a computer
tape containing the information set forth on Exhibit O as to each Mortgage Loan
as of such Record Date and such other information as the Trustee shall
reasonably require. Not later than 12:00 noon California time on the
Determination Date the Trustee shall deliver to the Servicer, to the Certificate
Insurer and to the Depositor, by telecopy, a statement (the "Trustee's
Remittance Report") containing the information set forth below with respect to
the succeeding Remittance Date:
(i) The Class A Available Remittance Amount for the related Remittance
Date;
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(ii) The Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate
and the Class A-3 Pass-Through Rate for the related Remittance Date;
(iii) The Class A-1 Principal Balance, the Class A-2 Principal Balance,
the Class A-3 Principal Balance, and the Pool Principal Balance as reported
in the prior Trustee's Remittance Report pursuant to subclause (xiii)
below, or, in the case of the first Determination Date, the Original Class
A-1 Principal Balance, the Original Class A-2 Principal Balance, the
Original Class A-3 Principal Balance and the Original Pool Principal
Balance;
(iv) The number and Principal Balances of all Mortgage Loans that were
the subject of Principal Prepayments during the Due Period;
(v) The amount of all Curtailments that were received during the Due
Period;
(vi) The principal portion of all Monthly Payments received during the
Due Period;
(vii) The amount of interest received on the Mortgage Loans;
(viii) The amount of the Monthly Advances and the Compensating Interest
payment to be made on the Determination Date;
(ix) The delinquency and foreclosure information set forth in the form
attached hereto as Exhibit L;
(x) The Class A-1 Principal Remittance Amount, the Class A-2 Principal
Remittance Amount and the Class A-3 Principal Remittance Amount for the
Remittance Date with the components thereof stated separately and the Class
A-1 Interest Remittance Amount, the Class A-2 Interest Remittance Amount
and the Class A-3 Interest Remittance Amount for the Remittance Date,
stating separately the components of any Mortgage Loan Interest Shortfall;
(xi) The amount of the Class A Insured Payments, if any, to be made on
the Remittance Date;
(xii) The amount to be distributed to the Class R Certificateholders
for the Remittance Date;
(xiii) The Class A-1 Principal Balance, the Class A-2 Principal
Balance, the Class A-3 Principal Balance and the Pool Principal Balance
after giving effect to the distribution to be made on the Remittance Date;
(xiv) The weighted average remaining term to maturity of the Mortgage
Loans and the weighted average Mortgage Interest Rate;
(xv) The Servicing Fee and the amount to be paid to the Certificate
Insurer pursuant to Section 6.05;
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(xvi) The amount of all payments or reimbursements to the Servicer
pursuant to Section 5.04 (ii), (iv), (v), (vi) and (viii);
(xvii) The Class A-1 Pool Factor after giving effect to the
distribution to be made on the Remittance Date, computed to seven (7)
decimal places;
(xviii) The Class A-2 Pool Factor after giving effect to the
distribution to be made on the Remittance Date, computed to seven (7)
decimal places;
(xix) The Class A-3 Pool Factor after giving effect to the distribution
to be made on the Remittance Date, computed to seven (7) decimal places;
(xx) The amount, if any, transferred from the Simple Interest Excess
Sub-Account to the Certificate Account pursuant to Section 6.02 and from
the Spread Account to the Certificate Account pursuant to Section 6.11;
(xxi) The percentage of the Excess Spread used to determine the Monthly
Excess Spread Amount, the Excess Spread and the Remainder Excess Spread
Amount allocable to Reimbursable Amounts and Class R Certificateholders
pursuant to Section 5.04(vi), the Spread Account Excess and the allocation
of the Spread Account Excess to Reimbursable Amounts, Monthly Advances and
Class R Certificateholders pursuant to Section 6.11;
(xxii) The amounts which are reimbursable to the Servicer or the
Originator, as appropriate, pursuant to Sections 6.05(c)(iv) and (v);
(xxiii) The number of Mortgage Loans outstanding at the beginning and
at the end of the related Due Period;
(xxiv) The amounts on deposit in the Spread Account and the Simple
Interest Excess Sub-Account and the monthly withdrawals therefrom;
(xxv) The amount of the distributions and the income received on any
residual interests held in the Residual Trust Fund during the Due Period;
(xxvi) The amount to be distributed to the Trust Certificateholder and
the disposition of any Collateral (as defined in the Pledge Agreement)
comprising the Residual Trust Fund under the Pledge Agreement during the
Due Period;
(xxvii) The amount remaining in the Trust Certificate Account after all
distributions and dispositions described in (xxv) and (xxvi) above; and
(xxviii) The number and Principal Balance of all Mortgage Loans that
were Liquidated Mortgage Loans during the Due Period.
The Trustee shall forward such report to the Certificateholders, the
Servicer and to Moody's and S&P on the Remittance Date. The Trustee may fully
rely upon and shall have no liability with respect to information provided by
the Servicer.
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To the extent that there are inconsistencies between the
Trustee's Remittance Report received prior to the Remittance Date and the
Trustee's Remittance Report received on the Remittance Date, the Servicer, the
Depositor and the Certificate Insurer may rely upon the latter.
In the case of information furnished pursuant to subclauses
(iii), (xiii) and (xx) above, the amounts shall be expressed in a separate
section of the report as a dollar amount for each Class for each $1,000 original
dollar amount as of the Cut-Off Date.
(a) Within a reasonable period of time after the end of each
calendar year, the Trustee shall furnish to each Person who at any time during
the calendar year was a Class A Certificateholder, if requested in writing by
such Person, such information as is reasonably necessary to provide to such
Person a statement containing the information set forth in subclauses (vii) and
(xx) above, aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared and furnished by the Trustee to
Certificateholders pursuant to any requirements of the Code as are in force from
time to time.
(b) On each Remittance Date, the Trustee shall forward to the
Class R Certificateholders a copy of the reports forwarded to the Class A
Certificateholders in respect of such Remittance Date and a statement setting
forth the amounts actually distributed to the Class R Certificateholders on such
Remittance Date together with such other information as the Trustee deems
necessary or appropriate.
(c) Within a reasonable period of time after the end of each
calendar year, the Trustee shall deliver to each Person who at any time during
the calendar year was a Class R Certificateholder, if requested in writing by
such Person, such information as is reasonably necessary to provide to such
Person a statement containing the information provided pursuant to the previous
paragraph aggregated for such calendar year or applicable portion thereof during
which such Person was a Class R Certificateholder. Such obligation of the
Trustee shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared and furnished to Certificateholders by
the Trustee pursuant to any requirements of the Code as from time to time in
force.
(d) Upon reasonable advance notice in writing, the Servicer
will provide to each Class A Certificateholder which is a savings and loan
association, bank or insurance company access to information and documentation
regarding the Mortgage Loans sufficient to permit such Class A
Certificateholders to comply with applicable regulations of the Federal Deposit
Insurance Corporation or other regulatory authorities with respect to investment
in the Class A Certificates.
(e) The Servicer and the Trustee shall furnish to each
Certificateholder and to the Certificate Insurer, during the term of this
Agreement, such periodic, special, or other reports or information, whether or
not provided for herein, as shall be necessary, reasonable, or appropriate with
respect to the Certificateholder or the Certificate Insurer, as the case may be,
or otherwise with respect to the purposes of this Agreement, all such reports or
information to be provided by and in accordance with such applicable
instructions and directions as the Certificateholder or the Certificate Insurer,
as the case may be, may reasonably require; provided, that the Servicer and the
Trustee shall be entitled to be reimbursed by such Certificateholder or
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the Certificate Insurer, as the case may be, for their respective fees and
actual expenses associated with providing such reports, if such reports are not
generally produced in the ordinary course of their respective businesses or
readily obtainable.
(f) Reports and computer tapes furnished by the Servicer
pursuant to this Agreement shall be deemed confidential and of a proprietary
nature, and shall not be copied or distributed except to the extent required by
law or to S&P, Moody's, the Certificate Insurer's reinsurers, parent,
regulators, liquidity providers and auditors, provided that the Certificate
Insurer shall attempt in good faith to cause such additional Persons to
acknowledge in writing the foregoing restrictions, and in connection with the
purposes and requirements of this Agreement. No Person entitled to receive
copies of such reports or tapes or lists of Certificateholders shall use the
information therein for the purpose of soliciting the customers of the
Originator or for any other purpose except as set forth in this Agreement.
Section 6.08 Advances by the Servicer.
Not later than the close of business on the third Business Day
prior to the Remittance Date, the Servicer shall remit to the Trustee for
deposit in the Certificate Account an amount (as indicated in the Trustee's
Remittance report prepared pursuant to Section 6.07), to be distributed on the
related Remittance Date pursuant to Section 6.05, equal to the sum of (a) the
interest accrued on each Mortgage Loan through the related Due Date, but not
received as of the close of business on the last day of the related Due Period
(net of the Servicing Fee) and (b) with respect to each REO Property which was
acquired during or prior to the related Due Period and as to which an REO
Disposition did not occur during the related Due Period, an amount equal to the
excess, if any, of interest on the Principal Balance of such REO Property, at
the Mortgage Interest Rate (net of the Servicing Fee) for the most recently
ended Due Period for the related Mortgage Loan over the net income from the REO
Property transferred to the Certificate Account for such Remittance Date
pursuant to Section 5.10, such sum being defined herein as the "Monthly
Advance".
Section 6.09 Compensating Interest.
Not later than the close of business on the third Business Day
prior to the Remittance Date, the Servicer shall remit to the Trustee for
deposit into the Certificate Account an amount equal to the lesser of (A) the
sum of (i) the aggregate of the Prepayment Interest Shortfalls for the related
Remittance Date resulting from Principal Prepayments during the related Due
Period and (ii) the Net Simple Interest Shortfall for the related Due Period and
(B) its aggregate Servicing Fees received in the related Due Period and, with
respect to clause (i) of this paragraph, shall not have the right to
reimbursement therefor. The Servicer may instruct the Trustee to pay all or a
portion of Net Simple Interest Shortfalls out of amounts on deposit in the
Simple Interest Excess Sub-Account.
Section 6.10 Reports of Foreclosure and Abandonment of
Mortgaged Property.
Each year after the Closing Date, the Servicer shall make the
reports of foreclosures and abandonments of any Mortgaged Property required by
Section 6050J of the Code, and promptly provide a copy of such reports to the
Trustee.
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Section 6.11 Establishment of Spread Account; Deposits in
Spread Account; Permitted Withdrawals from Spread Account.
(a) No later than the Closing Date, the Trustee will establish
and maintain for the benefit of the Certificateholders and the Certificate
Insurer an Eligible Account titled "Spread Account, Bankers Trust Company of
California, N.A., as trustee for the registered holders of Mortgage Pass-Through
Certificates, Series 1996-1, Class A-1, Class A-2, Class A-3 and Class R." The
Spread Account shall be an "outside reserve fund" under applicable Treasury
regulations and will not be part of the REMIC. The Spread Account (including any
investment earnings thereon) will be owned by the Class R Certificateholders and
amounts transferred from the REMIC to the Spread Account will be treated as
amounts distributed by the REMIC to the Class R Certificateholders and will be
taxable to such Holders. Except as set forth in clause (c) of this Section 6.11,
the Trustee shall, promptly upon receipt, deposit into the Spread Account and
retain therein:
(i) on each Remittance Date, the Monthly Excess Spread
Amount transferred by the Trustee pursuant to Section 6.05(c)(vi); and
(ii) upon receipt, amounts required to be deposited or to be
paid by the Servicer pursuant to Section 6.04(d) and (e) in connection
with losses and gains on investments of amounts in the Spread Account.
(b) Amounts on deposit in the Spread Account shall be
withdrawn on each Remittance Date by the Trustee in the following order of
priority:
(i) For deposit in the Certificate Account, an amount equal
to the lesser of:
(A) the Aggregate Class A Shortfall; and
(B) the total amount available to be transferred
from the Spread Account, to be applied
(1) for the benefit of the Class A-1
Certificateholders, an amount equal to the product of
(a) the total amount available to be transferred from
the Spread Account on such Remittance Date and (b) a
fraction, the numerator of which is the sum of (i) the
Class A-1 Principal Shortfall and (ii) the Class A-1
Interest Shortfall, and the denominator of which is
the Aggregate Class A Shortfall;
(2) for the benefit of the Class A-2
Certificateholders, an amount equal to the product of
(a) the total amount available to be transferred from
the Spread Account on such Remittance Date and (b) a
fraction, the numerator of which is the sum of (i) the
Class A-2 Principal Shortfall and (ii) the Class A-2
Interest Shortfall, and the denominator of which is
the Aggregate Class A Shortfall; and
(3) for the benefit of the Class A-3
Certificateholders, an amount equal to the product of
(a) the total amount available to be transferred from
the Spread Account on such Remittance Date and (b) a
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fraction, the numerator of which is the sum of (i) the
Class A-3 Principal Shortfall and (ii) the Class A-3
Interest Shortfall, and the denominator of which is
the Aggregate Class A Shortfall.
(ii) to the extent that the amount then on deposit in the
Spread Account exceeds the Base Spread Account Requirement as of such
Remittance Date (such excess, a "Spread Account Excess"), an amount
equal to such Spread Account Excess shall be paid to the Servicer
and/or the Originator to the extent of any Reimbursable Amounts and the
remainder to the Class R Certificateholders;
and also, in no particular order of priority:
(iii) to invest amounts on deposit in the Spread Account in
Permitted Instruments pursuant to Section 6.04(e);
(iv) to withdraw any amount not required to be deposited in
the Spread Account or deposited therein in error; and
(v) to clear and terminate the Spread Account upon the
termination of this Agreement and, upon such termination, to pay the
balance, if any, to the Class R Certificateholders.
(c) On the Remittance Date on which all amounts due have been
paid to the Class A Certificateholders including the Certificate Insurer as
subrogee of the Class A Certificate-holders, and all I&I Payments have been paid
to the Certificate Insurer, the Trustee, after making any withdrawals from the
Spread Account required pursuant to the preceding paragraph, shall:
(i) clear and terminate the Spread Account, liquidate any
investments therein and pay any uninvested funds therein or the
proceeds of such liquidation to the Servicer and/or the Originator to
the extent of any Reimbursable Amounts and the remainder to the Class R
Certificateholders;
(ii) pay future receipts of the Excess Spread to the Servicer
and/or the Originator to the extent of any Reimbursable Amounts and the
remainder to the Class R Certificateholders.
Section 6.12 Administration of the Residual Trust Fund.
The Trustee shall deposit into the Trust Certificate Account
as defined in the 1994-4 Pooling and Servicing Agreement, immediately after
receipt, each distribution received by the Trustee in respect of the Class R
Certificate.
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ARTICLE VII
GENERAL SERVICING PROCEDURE
Section 7.01 Assumption Agreements.
When a Mortgaged Property has been or is about to be conveyed
by the Mortgagor, the Servicer shall, to the extent it has knowledge of such
conveyance or prospective conveyance, exercise its rights to accelerate the
maturity of the related Mortgage Loan under any "due-on-sale" clause contained
in the related Mortgage or Mortgage Note; provided, however, that the Servicer
shall not exercise any such right if the "due-on-sale" clause, in the reasonable
belief of the Servicer, is not enforceable under applicable law. In such event,
the Servicer shall enter into an assumption and modification agreement with the
person to whom such property has been or is about to be conveyed, pursuant to
which such person becomes liable under the Mortgage Note and, unless prohibited
by applicable law or the Mortgage Documents, the Mortgagor remains liable
thereon. The Servicer is also authorized with the prior approval of the
Certificate Insurer to enter into a substitution of liability agreement with
such person, pursuant to which the original Mortgagor is released from liability
and such person is substituted as Mortgagor and becomes liable under the
Mortgage Note; provided, however, that the Servicer shall have no liability
under this Section 7.01 if the Certificate Insurer fails to respond to notice by
the Servicer of a proposed substitution within two (2) Business Days of receipt
thereof by the Certificate Insurer provided that the Servicer acts in accordance
with the servicing standards set forth in this Agreement. The Servicer shall
notify the Trustee and the Certificate Insurer that any such substitution or
assumption agreement has been completed by forwarding to the Trustee the
original of such substitution or assumption agreement and a duplicate thereof to
the Certificate Insurer, which original shall be added by the Trustee to the
related Trustee's Mortgage File and shall, for all purposes, be considered a
part of such Trustee's Mortgage File to the same extent as all other documents
and instruments constituting a part thereof. In connection with any assumption
or substitution agreement entered into pursuant to this Section 7.01, the
Servicer shall not change the Mortgage Interest Rate or the Monthly Payment,
defer or forgive the payment of principal or interest, reduce the outstanding
principal amount or extend the final maturity date on such Mortgage Loan.
Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or any assumption which the Servicer may be
restricted by law from preventing, for any reason whatsoever.
Section 7.02 Satisfaction of Mortgages and Release of Mortgage
Files.
The Servicer shall not grant a satisfaction or release of a
Mortgage without having obtained payment in full of the indebtedness secured by
the Mortgage or otherwise prejudice any right the Certificate Insurer or the
Certificateholders may have under the mortgage instruments without the consent
of the Certificate Insurer; provided, however that the Servicer shall have no
liability under this Section 7.02 if the Certificate Insurer fails to respond to
notice by the Servicer of a proposed satisfaction, release or other action
within two (2) Business Days of receipt thereof by the Certificate Insurer. The
Servicer shall maintain the Fidelity Bond as provided for in
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Section 5.09 insuring the Servicer against any loss it may sustain with respect
to any Mortgage Loan not satisfied in accordance with the procedures set forth
herein.
Upon the payment in full of any Mortgage Loan, or the receipt
by the Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Servicer will immediately notify the
Trustee by an Officers' Certificate in the form of Exhibit H attached hereto
(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 5.03 have been or
will be so deposited) of a Servicing Officer and shall request delivery to it of
the Trustee's Mortgage File. Upon receipt of such certification and request, the
Trustee, shall promptly release the related Trustee's Mortgage File to the
Servicer. Expenses incurred in connection with any instrument of satisfaction or
deed of reconveyance shall be payable only from and to the extent of Servicing
Compensation and shall not be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any primary mortgage guaranty insurance policy, the Trustee shall, upon request
of the Servicer and delivery to the Trustee of a certificate in the form of
Exhibit H attached hereto, signed by a Servicing Officer, a copy of which
certificate shall be delivered by the Servicer to the Certificate Insurer,
release the related Trustee's Mortgage File to the Servicer, and the Trustee
shall execute such documents at the Servicer's direction as shall be necessary
to the prosecution of any such proceedings. Such servicing receipt shall
obligate the Servicer to return the Mortgage File to the Trustee when the need
therefor by the Servicer no longer exists, unless the Mortgage Loan has been
liquidated and the Net Liquidation Proceeds relating to the Mortgage Loan have
been deposited in the Certificate Account or the Mortgage File or such document
has been delivered to an attorney, or to a public trustee or other public
official as required by law, for purposes of initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Servicer has delivered to the Trustee a
certificate of a Servicing Officer a copy of which certificate shall be
delivered by the Servicer to the Certificate Insurer, certifying as to the name
and address of the Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery. Upon receipt of a
certificate of a Servicing Officer (a copy of which certificate shall be
delivered by the Servicer to the Certificate Insurer) stating that such Mortgage
Loan was liquidated and that all amounts to be received in connection with such
liquidation which are required to be deposited to the Certificate Account have
been deposited (or that such Mortgage Loan has become an REO Property), the
servicing receipt shall be released by the Trustee to the Servicer.
Upon written request of a Servicing Officer (a copy of which
certificate shall be delivered by the Servicer to the Certificate Insurer), the
Trustee shall execute and deliver to the Servicer any court pleadings, requests
for trustee's sale or other documents necessary to the foreclosure or the
Trustee's role 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. Together with such documents or pleadings, the Servicer shall deliver to
the Trustee a certificate (a copy of which certificate shall be delivered by the
Servicer to the Certificate Insurer), of a Servicing Officer requesting that
such pleadings or documents be executed by the Trustee and certifying as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not
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invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.
The Trustee shall, upon receipt of a written request from a Servicing Officer,
execute any document provided to the Trustee by the Servicer or take any other
action requested in such request that is, in the opinion of the Servicer as
evidenced by such request, required by any state or other jurisdiction to
discharge the lien of a Mortgage upon the satisfaction thereof and the Trustee
will sign and post, but will not guarantee receipt of, any such documents to the
Servicer, or such other party as the Servicer may direct, within five Business
Days, or more promptly if needed, of the Trustee's receipt of such certificate
or documents. Such certificate or documents shall represent that the related
Mortgage Loan has been paid in full by or on behalf of the Mortgagor and that
such payment has been deposited in the Certificate Account.
Section 7.03 Servicing Compensation.
As compensation for its services hereunder, the Servicer shall
be entitled, subject to Section 6.09, to be paid from the Certificate Account or
to retain from interest payments on the Mortgage Loans, the Servicer's Servicing
Fee. Additional servicing compensation in the form of assumption and other
administrative fees, release fees, bad check charges, any other
servicing-related fees, net liquidation proceeds not otherwise required to be
deposited in the Certificate Account pursuant hereto, earnings paid on Permitted
Instruments, and Excess Proceeds shall be retained by or remitted to the
Servicer to the extent not required to be remitted to the Trustee for deposit in
the Certificate Account or the Spread Account. The Servicer shall be required to
pay all expenses incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement therefor except as
specifically provided for herein.
Section 7.04 Annual Statement as to Compliance.
The Servicer will deliver to the Certificate Insurer, the
Trustee, S&P and Moody's, not later than the last day of the fifth month
following the end of the Servicer's fiscal year, which currently ends on
December 31, an Officer's Certificate stating that (i) the Servicer has fully
complied with the provisions of Articles V and VII, (ii) a review of the
activities of the Servicer during the preceding fiscal year and of performance
under this Agreement has been made under such officers' supervision, and (iii)
to the best of such officers' knowledge, based on such review, the Servicer has
fulfilled all its obligations under this Agreement throughout such year, or, if
there has been a default in the fulfillment of any such obligation, specifying
each such default known to such officers and the nature and status thereof and
the action being taken by the Servicer to cure such default. The first such
Officer's Certificate shall be delivered by the Servicer in 1997. The Servicer
shall promptly notify the Certificate Insurer, the Trustee, S&P and Moody's
promptly upon any change in the basis on which its fiscal year is determined.
Section 7.05 Annual Independent Public Accountants' Servicing
Report.
Not later than the last day of the fifth month following the
end of the Servicer's fiscal year which currently ends on December 31, the
Servicer, at its expense, shall cause a firm of independent public accountants
reasonably acceptable to the Trustee and the Certificate Insurer to furnish a
letter or letters to the Certificate Insurer, the Trustee, S&P & Moody's to the
effect that such firm has with respect to the Servicer's overall servicing
operations examined such operations in accordance with the requirements of the
Uniform Single Attestation Program for
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Mortgage Bankers, and stating such firm's conclusions relating thereto. The
first such letter or letters shall be delivered by the Servicer in 1997.
Section 7.06 Certificateholder's, Trustee's and Certificate
Insurer's Right to Examine Servicer Records.
Each Certificateholder, the Trustee and the Certificate
Insurer shall have the right upon reasonable prior notice and at its own
expense, during normal business hours and as often as reasonably required, to
examine and audit any and all of the books, records or other information of the
Servicer, whether held by the Servicer or by another on behalf of the Servicer,
which may be relevant to the performance or observance by the Servicer of the
terms, covenants or conditions of this Agreement.
Section 7.07 Optional Purchase of Defaulted Mortgage Loans.
Any affiliate of the Originator, in its sole discretion, shall
have the right to elect (by written notice sent to the Servicer, the Trustee and
the Certificate Insurer) to purchase for its own account from the Trust Fund any
Mortgage Loan which is 90 days or more delinquent in the manner and at the price
specified in Section 2.03(b) except that the amount described in clause (ii)(B)
of Section 2.03(b) shall in no case be net of the Servicing Fee. The purchase
price for any Mortgage Loan purchased hereunder shall be deposited in the
Certificate Account and the Trustee, upon receipt of such deposit, shall release
or cause to be released to the purchaser of such Mortgage Loan the related
Trustee's Mortgage File and shall execute and deliver such instruments of
transfer or assignment prepared by the purchaser of such Mortgage Loan, in each
case without recourse, as shall be necessary to vest in the purchaser of such
Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of
such Mortgage Loan shall succeed to all the Trustee's right, title and interest
in and to such Mortgage Loan and all security and documents related thereto.
Such assignment shall be an assignment outright and not for security. The
purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all
security and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
Notwithstanding the foregoing, unless the Certificate Insurer
consents, any such affiliate of the Originator may only exercise its option
pursuant to this Section 7.07 with respect to the Mortgage Loan or Mortgage
Loans that have been delinquent for the longest period at the time of such
repurchase. Any request by such affiliate to the Certificate Insurer for consent
to repurchase Mortgage Loans that are not the most delinquent shall be
accompanied by a description of the Mortgage Loans that have been delinquent
longer than the Mortgage Loan or Mortgage Loans such affiliate proposes to
repurchase. If the Certificate Insurer fails to respond to such request within
10 Business Days after receipt thereof, such affiliate may repurchase the
Mortgage Loan or Mortgage Loans proposed to be repurchased without the consent
of, or any further action by, the Certificate Insurer.
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ARTICLE VIII
REPORTS TO BE PROVIDED BY SERVICER
Section 8.01 Financial Statements.
The Servicer understands that, in connection with the transfer
of the Certificates, Certificateholders may request that the Servicer make
available to prospective Certificateholders annual audited financial statements
of the Servicer for one or more of the most recently completed five fiscal years
for which such statements are available, which request shall not be unreasonably
denied or unreasonably delayed. Such annual audited financial statements also
shall be made available to the Certificate Insurer upon request.
The Servicer also agrees to make available on a reasonable
basis to any prospective Certificateholder a knowledgeable financial or
accounting officer for the purpose of answering reasonable questions respecting
recent developments affecting the Servicer or the financial statements of the
Servicer and to permit any prospective Certificateholder to inspect the
Servicer's servicing facilities during normal business hours for the purpose of
satisfying such prospective Certificateholder that the Servicer has the ability
to service the Mortgage Loans in accordance with this Agreement.
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ARTICLE IX
THE SERVICER
Section 9.01 Indemnification; Third Party Claims.
(a) The Servicer agrees to indemnify and to hold each of the
Depositor, the Trustee, the Originator, the Certificate Insurer and each
Certificateholder harmless against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs, fees
and expenses that the Depositor, the Trustee, the Originator, the Certificate
Insurer and any Certificateholder may sustain in any way related to the failure
of the Servicer to perform its duties and service the Mortgage Loans in
compliance with the terms of this Agreement. Each indemnified party and the
Servicer shall immediately notify the other indemnified parties if a claim is
made by a third party with respect to this Agreement, and the Servicer shall
assume the defense of any such claim and pay all expenses in connection
therewith, including reasonable counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against the Depositor, the
Servicer, the Trustee, the Originator, the Certificate Insurer and/or
Certificateholder in respect of such claim. The Trustee shall reimburse the
Servicer in accordance with Section 6.05(c) hereof for all amounts advanced by
it pursuant to the preceding sentence except when the claim relates directly to
the failure of the Servicer to service and administer the Mortgages in
compliance with the terms of this Agreement.
(b) The Trustee may, if necessary, reimburse the Servicer from
amounts otherwise distributable on the Class R Certificates for all amounts
advanced by it pursuant to Section 4.05(a)(ii) of the Purchase Agreement, except
when the claim relates directly to the failure of the Servicer, if it is, or is
an affiliate of, the Originator, to perform its obligations to service and
administer the Mortgages in compliance with the terms of this Agreement, or the
failure of the Originator to perform its duties in compliance with the terms of
this Agreement.
(c) The Trustee shall reimburse the Originator in accordance
with Section 6.05(c) for all amounts advanced by the Originator pursuant to the
second sentence of Section 4.05(a)(ii) of the Purchase Agreement except when the
relevant claim relates directly to the failure of the Originator to perform its
duties in compliance with the terms of the Purchase Agreement.
Section 9.02 Merger or Consolidation of the Servicer.
The Servicer will keep in full effect its existence, rights
and franchises as a corporation and will obtain and preserve its qualification
to do business as a foreign corporation, in each jurisdiction necessary to
protect the validity and enforceability of this Agreement or any of the Mortgage
Loans and to perform its duties under this Agreement.
Any Person into which the Servicer may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Servicer shall be a party, or any Person succeeding
to the business of the Servicer, shall be an established mortgage loan servicing
institution that has a net worth of at least $15,000,000, a Permitted Transferee
and in all events shall be the successor of the Servicer 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. The Servicer shall send
notice of any such merger or consolidation to the Trustee and the Certificate
Insurer.
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Section 9.03 Limitation on Liability of the Servicer and
Others.
The Servicer and any director, officer, employee or agent of
the Servicer may rely on any document of any kind which it in good faith
reasonably believes to be genuine and to have been adopted or signed by the
proper authorities respecting any matters arising hereunder. Subject to the
terms of Section 9.01 herein, the Servicer shall have no obligation to appear
with respect to, prosecute or defend, any legal action that is not incidental to
the Servicer's duty to service the Mortgage Loans in accordance with this
Agreement.
Section 9.04 Servicer Not to Resign.
The Servicer shall not assign this Agreement nor resign from
the obligations and duties hereby imposed on it except by mutual consent of the
Servicer, the Originator (if the Originator is not the Servicer), the
Certificate Insurer and the Trustee or upon the determination that the
Servicer's duties hereunder are no longer permissible under applicable law and
that such incapacity cannot be cured by the Servicer without the incurrence, in
the reasonable judgment of the Certificate Insurer, of unreasonable expense. Any
such determination that the Servicer's duties hereunder are no longer
permissible under applicable law permitting the resignation of the Servicer
shall be evidenced by a written Opinion of Counsel (who may be counsel for the
Servicer) to such effect delivered to the Trustee, the Originator (if the
Originator is not the Servicer), the Depositor and the Certificate Insurer. No
such resignation shall become effective until the Trustee or a successor
appointed in accordance with the terms of this Agreement has assumed the
Servicer's responsibilities and obligations hereunder in accordance with Section
10.02. The Servicer shall promptly notify Moody's and S&P of its intention to
resign pursuant to this Section 9.04.
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ARTICLE X
DEFAULT
Section 10.01 Events of Default.
(a) In case one or more of the following Events of Default by
the Servicer shall occur and be continuing, that is to say:
(i) (A) the failure by the Servicer to make any required
Monthly Advance to the extent of the full amount of the sum of the
Class A-1 Interest Remittance Amount, the Class A-2 Interest Remittance
Amount and the Class A-3 Interest Remittance Amount; or (B) any other
failure by the Servicer to remit to the Trustee any payment required to
be made by the Servicer under the terms of this Agreement which
continues unremedied for one (1) Business Day after the date upon which
written notice of such failure, requiring the same to be remedied,
shall have been given to the Servicer and the Certificate Insurer by
the Trustee or to the Servicer and the Trustee by the Certificate
Insurer or Certificateholders of Class A Certificates evidencing
Percentage Interests of at least 25%; or
(ii) the failure by the Servicer to make any required
Servicing Advance which failure continues unremedied for a period of 30
days, or the failure by the Servicer duly to observe or perform, in any
material respect, any other covenants, obligations or agreements of the
Servicer as set forth in this Agreement, which failure 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 Servicer by the Trustee or to the Servicer and the
Trustee by any Certificateholder or the Certificate Insurer; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in an involuntary case under any present
or future federal or state bankruptcy, insolvency or similar law or for
the appointment of a conservator or receiver or liquidator in any
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 Servicer and such decree
or order shall have remained in force, undischarged or unstayed for a
period of 60 days; or
(iv) the Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings
of or relating to the Servicer or of or relating to all or
substantially all of the Servicer's property; or
(v) the Servicer shall admit in writing its inability to pay
its debts as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for
the benefit of its creditors, or voluntarily suspend payment of its
obligations;
(b) then, and in each and every such case, so long as an Event
of Default shall not have been remedied, (x) with respect solely to clause
(i)(A) above, if such Monthly Advance is not made by 12:00 Noon New York time on
the second Business Day prior to the applicable
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Remittance Date, the Trustee, upon receipt of written notice or discovery by a
Responsible Officer of such failure, shall give immediate telephonic notice of
such failure to a Servicing Officer of the Servicer and to the Certificate
Insurer and the Trustee shall terminate all of the rights and obligations of the
Servicer under this Agreement and the Trustee, or a successor servicer appointed
in accordance with Section 10.02, shall immediately make such Monthly Advance
and assume, pursuant to Section 10.02 hereof, the duties of a successor
Servicer; and (y) in the case of clauses (i)(B), (ii), (iii), (iv) and (v)
above, the Trustee shall, at the direction of the Certificate Insurer or the
Majority Certificateholders, by notice in writing to the Servicer and a
Responsible Officer of the Trustee and subject to the prior written consent of
the Certificate Insurer, in the case of any removal at the direction of the
Majority Certificateholders, and in addition to whatever rights such
Certificateholders may have at law or equity to damages, including injunctive
relief and specific performance, terminate all the rights and obligations of the
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
thereof, as servicer. Upon receipt by the Servicer of such written notice, all
authority and power of the Servicer under this Agreement, whether with respect
to the Mortgage Loans or otherwise, shall, subject to Section 10.02, pass to and
be vested in the Trustee or its designee approved by the Certificate Insurer and
the Trustee is hereby authorized and empowered to execute and deliver, on behalf
of the Servicer, as attorney-in-fact or otherwise, at the expense of the
Servicer, any and all documents and other instruments and do or cause to be done
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, including, but not limited to, the transfer and
endorsement or assignment of the Mortgage Loans and related documents. The
Servicer agrees to cooperate with the Trustee in effecting the termination of
the Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee or its designee for administration by it
of all amounts which shall at the time be credited by the Servicer to each
Principal and Interest Account or thereafter received with respect to the
Mortgage Loans.
The Trustee shall promptly notify Moody's and S&P of the
occurrence of an Event of Default.
(c) The Servicer hereby covenants and agrees to act as the
Servicer under this Agreement for an initial term from the Closing Date to June
30, 1996, which term shall be extendable by the Certificate Insurer by notice to
the Trustee for successive terms of three (3) calendar months each, until the
termination of the Trust Fund pursuant to Article XI. Each such notice of
extension (a "Servicer Extension Notice") delivered by the Certificate Insurer
to the Trustee shall be promptly delivered by the Trustee to the Servicer. The
Servicer hereby agrees that, upon its receipt of any such Servicer Extension
Notice, the Servicer shall become bound for the duration of the term covered by
such Notice to continue as the Servicer subject to and in accordance with the
other provisions of this Agreement. The Trustee agrees that if as of the
fifteenth (15th) day prior to the last day of any term of the Servicer the
Trustee shall not have received any Servicer Extension Notice from the
Certificate Insurer, the Trustee will, within five (5) days thereafter, give
written notice of such non-receipt to the Certificate Insurer and the Servicer.
Section 10.02 Trustee to Act: Appointment of Successor.
On and after the time the Servicer receives a notice of
termination pursuant to Section 10.01, or the Trustee receives the resignation
of the Servicer evidenced by an Opinion of Counsel pursuant to Section 9.04, or
the Servicer is removed as servicer pursuant to Article X or the Servicer's term
is not extended pursuant to Section 10.01(c), in which event the Trustee shall
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promptly notify Moody's and S&P, except as otherwise provided in Section 10.01,
the Trustee shall be the successor in all respects to the Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof arising on or after the date of succession; provided, however, that the
Trustee shall not be liable for any actions or the representations and
warranties of any servicer prior to it and including, without limitation, the
obligations of the Depositor or the Originator set forth in Sections 2.02 and
3.03. The Trustee shall be obligated to pay compensating interest pursuant to
Section 6.09 in any event and to make advances pursuant to Section 5.02, 5.05,
5.07, 6.08, 5.10 or 5.13 unless, and only to the extent the Trustee determines
in its business judgment that such advances would be a Nonrecoverable Advance.
As compensation therefor, the Trustee, or any successor servicer appointed
pursuant to the following paragraph, shall be entitled to all funds relating to
the Mortgage Loans which the Servicer would have been entitled to receive from
the Certificate Account pursuant to Section 5.04 or Section 6.05(c)(iv) and
6.05(c)(v) if the Servicer had continued to act as servicer hereunder, together
with other Servicing Compensation.
Notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act or if the Majority
Certificateholders with the consent of the Certificate Insurer or the
Certificate Insurer so requests in writing to the Trustee, appoint, or petition
a court of competent jurisdiction to appoint, any established mortgage loan
servicing institution acceptable to the Certificate Insurer that has a net worth
of not less than $15,000,000 as the successor to the Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Servicer hereunder. Any collections received by the Servicer after removal
or resignation shall be endorsed by it to the Trustee and remitted directly to
the Trustee or, at the direction of the Trustee, to the successor servicer. The
compensation of any successor servicer (including, without limitation, the
Trustee) so appointed shall be no more than the aggregate Servicing Fees,
together with other Servicing Compensation. In the event the Trustee is required
to solicit bids as provided herein, the Trustee shall solicit, by public
announcement, bids from housing and home finance institutions, banks and
mortgage servicing institutions meeting the qualifications set forth above. Such
public announcement shall specify that the successor servicer shall be entitled
to no more than the full amount of the aggregate Servicing Fees as servicing
compensation, together with the other Servicing Compensation. Within thirty days
after any such public announcement, the Trustee shall negotiate and effect the
sale, transfer and assignment of the servicing rights and responsibilities
hereunder to the qualified party submitting the highest qualifying bid. The
Trustee shall deduct from any sum received by the Trustee from the successor to
the Servicer in respect of such sale, transfer and assignment all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder and the amount of any
unreimbursed Servicing Advances and Monthly Advances owed to the Trustee. After
such deductions, the remainder of such sum shall be paid by the Trustee to the
Servicer at the time of such sale, transfer and assignment to the 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 Servicer agrees to cooperate with the Trustee and any successor servicer in
effecting the termination of the Servicer's servicing responsibilities and
rights hereunder and shall promptly provide the Trustee or such successor
servicer, as applicable, all documents and records reasonably requested by it to
enable it to assume the Servicer's functions hereunder and shall promptly also
transfer to the Trustee or such successor servicer, as applicable, all amounts
that then have been or should have been deposited in the Certificate Account by
the Servicer or that are thereafter received with respect to the Mortgage Loans.
Neither the Trustee nor any other successor servicer
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shall be held liable by reason of any failure to make, or any delay in making,
any distribution hereunder or any portion thereof caused by (i) the failure of
the Servicer to deliver, or any delay in delivering, cash, documents or records
to it, or (ii) restrictions imposed by any regulatory authority having
jurisdiction over the Servicer hereunder. No appointment of a successor to the
Servicer hereunder shall be effective until the Trustee and the Certificate
Insurer shall have consented thereto, and written notice of such proposed
appointment shall have been provided by the Trustee to the Certificate Insurer
and to each Certificateholder. The Trustee shall not resign as servicer until a
successor servicer reasonably acceptable to the Certificate Insurer has been
appointed.
Pending appointment of a successor to the Servicer hereunder,
the Trustee shall act in such capacity as hereinabove provided. In connection
with such appointment and assumption, the Trustee may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans as it and
such successor shall agree; provided, however, that no such compensation shall
be in excess of that permitted the Servicer pursuant to Section 7.03, together
with other Servicing Compensation. The Servicer, the Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.
Section 10.03 Waiver of Defaults.
The Majority Certificateholders may, on behalf of all
Certificateholders, and subject to the consent of the Certificate Insurer, waive
any events permitting removal of the Servicer as servicer pursuant to this
Article X; provided, however, that the Majority Certificateholders may not waive
a default in making a required distribution on a Certificate without the consent
of the holder of such Certificate. Upon any waiver of a past default, such
default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been remedied for every purpose of this Agreement. No such
waiver shall extend to any subsequent or other default or impair any right
consequent thereto except to the extent expressly so waived. Notice of any such
waiver shall be given by the Trustee to S&P and Moody's.
Section 10.04 Rights of the Certificate Insurer to Exercise
Rights of Class A Certificateholders.
By accepting its Certificate, each Class A Certificateholder
agrees that unless a Certificate Insurer Default exists, the Certificate Insurer
shall be deemed to be the Holder of the Class A Certificates of the related
Class for all purposes (other than with respect to payment on the Certificates)
and shall have the right to exercise all rights of such Certificateholders under
this Agreement and under the related Class A Certificates without any further
consent of such Certificateholders, including, without limitation:
(a) the right to require the Originator to repurchase
Mortgage Loans pursuant to Section 2.03 or 3.03 hereof;
(b) the right to give notices of breach or to terminate the
rights and obligations of the Servicer as servicer pursuant to Section
10.01 hereof and to consent to or direct waivers of Servicer defaults
pursuant to Section 10.03 hereof;
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(c) the right to direct the actions of the Trustee during the
continuance of a Servicer default pursuant to Sections 10.01 and 10.02
hereof;
(d) the right to institute proceedings against the Servicer
pursuant to Section 10.01 hereof;
(e) the right to direct the Trustee to investigate certain
matters pursuant to Section 12.02(v) hereof;
(f) the right to remove the Trustee pursuant to Section 12.07
hereof;
(g) the right to direct foreclosures upon the failure of the
Servicer to do so in accordance with this Agreement; and
(h) any rights or remedies expressly given the Majority
Certificateholders.
In addition, each Certificateholder agrees that, subject to Section 13.02,
unless a Certificate Insurer Default exists, the rights specifically enumerated
above may only be exercised by the Certificateholders with the prior written
consent of the Certificate Insurer.
Section 10.05 Trustee To Act Solely with Consent of the
Certificate Insurer.
Unless a Certificate Insurer Default exists, the Trustee shall
not, without the Certificate Insurer's consent or unless directed by the
Certificate Insurer:
(a) terminate the rights and obligations of the Servicer as
Servicer pursuant to Section 10.01 hereof;
(b) agree to any amendment pursuant to Article XIII hereof,
provided however that such consent shall not be unreasonably withheld;
or
(c) undertake any litigation.
The Certificate Insurer may, in writing and in its sole
discretion renounce all or any of its rights under Sections 10.04, 10.05 or
10.06 or any requirement for the Certificate Insurer's consent for any period of
time.
Section 10.06 Mortgage Loans, Trust Fund and Accounts Held for
Benefit of the Certificate Insurer.
The Trustee shall hold the Trust Fund and the Mortgage Files
for the benefit of the Certificateholders and the Certificate Insurer and all
references in this Agreement and in the Certificates to the benefit of Holders
of the Certificates shall be deemed to include the Certificate Insurer. The
Trustee shall cooperate in all reasonable respects with any reasonable request
by the Certificate Insurer for action to preserve or enforce the Certificate
Insurer's rights or interests under this Agreement and the Certificates unless,
as stated in an Opinion of Counsel addressed to the Trustee and the Certificate
Insurer, such action is adverse to the interests of the Certificateholders or
diminishes the rights of the Certificateholders or imposes additional burdens or
restrictions on the Certificateholders.
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The Servicer hereby acknowledges and agrees that it shall
service the Mortgage Loans for the benefit of the Certificateholders and for the
benefit of the Certificate Insurer, and all references in this Agreement to the
benefit of or actions on behalf of the Certificateholders shall be deemed to
include the Certificate Insurer.
Section 10.07 Certificate Insurer Default.
Notwithstanding anything elsewhere in this Agreement or in the
Certificates to the contrary, if a Certificate Insurer Default exists, or if and
to the extent the Certificate Insurer has delivered its written renunciation of
its rights, the provisions of this Article X and all other provisions of this
Agreement which (a) permit the Certificate Insurer to exercise rights of the
Certificateholders, (b) restrict the ability of the Certificateholders, the
Servicer or the Trustee to act without the consent or approval of the
Certificate Insurer, (c) provide that a particular act or thing must be
acceptable to the Certificate Insurer, (d) permit the Certificate Insurer to
direct (or otherwise to require) the actions of the Trustee, the Servicer or the
Certificateholders, (e) provide that any action or omission taken with the
consent, approval or authorization of the Certificate Insurer shall be
authorized hereunder or shall not subject the party taking or omitting to take
such action to any liability hereunder or (f) which have a similar effect, shall
be of no further force and effect and the Trustee shall administer the Trust
Fund and perform its obligations hereunder solely for the benefit of the Holders
of the Certificates. Nothing in the foregoing sentence, nor any action taken
pursuant thereto or in compliance therewith, shall be deemed to have released
the Certificate Insurer from any obligation or liability it may have to any
party or to the Certificateholders hereunder, under any other agreement,
instrument or document (including, without limitation, the Certificate Insurance
Policy) or under applicable law.
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ARTICLE XI
TERMINATION
Section 11.01 Termination.
(a) Subject to Section 11.02, this Agreement shall terminate
as to the Trust Fund upon notice to the Trustee of either: (i) the later of the
distribution to Certificateholders of the final payment or collection with
respect to the last Mortgage Loan (or Monthly Advances of same by the Servicer),
or the disposition of all funds with respect to the last Mortgage Loan and the
remittance of all funds due hereunder and the payment of all amounts due and
payable to the Certificate Insurer and the Trustee or (ii) mutual consent of the
Servicer, the Certificate Insurer and all Certificateholders in writing. This
Agreement shall terminate as to the Residual Trust Fund upon the earlier of (i)
the final distribution or other disposition with respect to the Residual Trust
Fund; (ii) the payment in full of all obligations secured by the Pledge
Agreement or (iii) the consent of the Certificate Insurer. Provided, however,
that in no event shall the Trust or the Residual Trust Fund established by this
Agreement terminate later than twenty-one years after the death of the last
surviving lineal descendant of Joseph P. Kennedy, late Ambassador of the United
States to the Court of St. James, alive as of the date hereof.
(b) In addition, subject to Section 11.02, the Servicer may,
at its option, terminate this Agreement as to the Trust Fund on any date on
which the Pool Principal Balance is less than 5% of the Original Pool Principal
Balance by purchasing, on the next succeeding Remittance Date, all of the
outstanding Mortgage Loans and REO Properties at a price equal to the sum of (x)
the greater of (i) 100% of the Principal Balance of each outstanding Mortgage
Loan and each REO Property, and (ii) the fair market value (disregarding accrued
interest) of the Mortgage Loans and REO Properties, determined as the average of
three written bids (copies of which shall be delivered to the Trustee and the
Certificate Insurer by the Servicer) made by nationally recognized dealers and
based on a valuation process which would be used to value comparable mortgage
loans and REO property, and (y) the greater of (a) the aggregate amount of
accrued and unpaid interest on the Mortgage Loans through the related Due Period
and (b) 30 days' interest on the Mortgage Loans equal to the Mortgage Interest
Rate net of the Servicing Fee and (z) any unreimbursed amounts due to the
Certificate Insurer under this Agreement and any I&I Payments (the "Termination
Price"). Any such purchase shall be accomplished by deposit into the Certificate
Account of the Termination Price.
(c) If on any Remittance Date, (i) the Servicer determines
that there are no outstanding Mortgage Loans and no other funds or assets in the
Trust Fund other than funds in the Certificate Account or (ii) the Trustee
determines that a Class of Certificates shall be retired after a final
distribution on such Class, the Servicer shall send a final distribution notice
promptly to each such Certificateholder in accordance with paragraph (d) below.
(d) Notice of any final distribution on a Class of
Certificates, or any termination of the Trust Fund or Residual Trust Fund,
specifying the date upon which the applicable Certificateholders or Trust
Certificateholder shall surrender their Certificates or Trust Certificate, as
the case may be, to the Trustee for payment of the final distribution and
cancellation and, if applicable, the date upon which the Trust Fund or Residual
Trust Fund will terminate, shall be given promptly by the Servicer by letter to
such Certificateholders or the Trust Certificateholder, as the case may be,
mailed during the month of such final distribution before
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the Determination Date in such month. In the case of termination of the Trust
Fund or a final distribution on a Class of Certificates, notice shall be given
by the Servicer specifying (i) the Remittance Date upon which final payment of
the Certificates will be made upon presentation and surrender of Certificates at
the office of the Trustee therein designated, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Remittance
Date is not applicable, payments being made only upon presentation and surrender
of the Certificates at the office of the Trustee therein specified. The Servicer
shall give such notice to the Trustee therein specified. The Servicer shall give
such notice to the Trustee at the time such notice is given to
Certificateholders. The obligations of the Certificate Insurer hereunder shall
terminate upon the deposit by the Servicer with the Trustee of a sum sufficient
to purchase all of the Mortgage Loans and REO Properties as set forth above and
when the Class A-1, Principal Balance, the Class A-2 Principal Balance and the
Class A-3 Principal Balance have been reduced to zero. In the case of
termination of the Residual Trust Fund, upon the Trustee's receipt from the
Servicer of notice of termination specified above, notice shall be given by the
Trustee to the Trust Certificateholder and the Certificate Insurer (i)
specifying the date on which the final distribution is anticipated to be made to
the Trust Certificateholder; (ii) specifying the amount of any such final
distribution, if known; and (iii) stating that the final distribution to the
Trust Certificateholder will be made only upon presentation and surrender of the
Trust Certificate at the office of the Trustee therein specified.
(e) In the event that all of the Certificateholders or the
Trust Certificateholder shall not surrender their Certificates or the Trust
Certificate, as the case may be, for cancellation within six months after the
time specified in the above-mentioned written notice, the Servicer or the
Trustee, as applicable, shall give a second written notice to the remaining
Certificateholders or Trust Certificateholder to surrender their Certificates or
the Trust Certificate, as the case may be, for cancellation and receive the
final distribution with respect thereto. If within six months after the second
notice, all of the Certificates or the Trust Certificate, as the case may be,
shall not have been surrendered for cancellation, the Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders or the Trust Certificateholder concerning
surrender of their Certificates or the Trust Certificate, as the case may be,
and the cost thereof shall be paid out of the funds and other assets which
remain subject hereto. If within nine months after the second notice all the
Certificates or the Trust Certificate, as the case may be, shall not have been
surrendered for cancellation, the Class R Certificateholders shall be entitled
to all unclaimed funds and other assets which remain subject hereto and the
Trustee upon transfer of such funds shall be discharged of any responsibility
for such funds and the Certificateholders shall look to the Class R
Certificateholders for payment. If within two years after the second notice the
Trust Certificate shall not have been surrendered for cancellation, the Trustee
shall pay to the Certificate Insurer all amounts distributable to the Trust
Certificateholder and the Certificate Insurer shall thereafter hold such amounts
for the benefit of the Trust Certificateholder. No interest shall accrue or be
payable to the Trust Certificateholder on any amount held as a result of such
Trust Certificateholder's failure to surrender its Trust Certificate for final
payment thereof in accordance with this Section 11.01. Thereafter, the Trust
Certificateholder shall look only to the Certificate Insurer with respect to any
claims on such amounts.
Section 11.02 Additional Termination Requirements.
(a) In the event that the Servicer exercises its purchase
option as provided in Section 11.01, the Trust Fund shall be terminated in
accordance with the following additional
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requirements, unless the Trustee has been furnished with an Opinion of Counsel
to the effect that the failure of the REMIC Trust to comply with the
requirements of this Section 11.02 will not (i) result in the imposition of
taxes on "prohibited transactions" of the REMIC Trust as defined in Section 860F
of the Code or (ii) cause the REMIC Trust to fail to qualify as a REMIC at any
time that any Class A Certificates are outstanding:
(i) The Trustee shall specify the first day in the 90-day
liquidation period in a statement attached to the REMIC Trust's final
Tax Return pursuant to Treasury Regulation Section 1.860F-1 and shall
satisfy all requirements of a "Qualified Liquidation" under Section
860F of the Code and any regulations thereunder;
(ii) At or after the time of adoption of such a plan of
complete liquidation and at or prior to the final Remittance Date, the
Trustee shall sell all of the assets of the Trust Fund to the Servicer
for cash; and
(iii) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited (A) to the Class A-1 Certificateholders the
Class A-1 Principal Balance, plus one month's interest thereon at the
Class A-1 Pass-Through Rate, (B) to the Class A-2 Certificateholders
the Class A-2 Principal Balance, plus one month's interest thereon at
the Class A-2 Pass-Through Rate, (C) to the Class A-3
Certificateholders the Class A-3 Principal Balance, plus one month's
interest thereon at the Class A-3 Pass-Through Rate, (D) to the
Certificate Insurer the sum of (1) the Class A-1 Carry-Forward Amount,
the Class A-2 Carry-Forward Amount and the Class A-3 Carry-Forward
Amount, to the extent such amount represents unreimbursed Class A
Insured Payments and (2) I&I Payments and (E) to the Class R
Certificateholders, all cash on hand after such payment to the Class A
Certificateholders (other than cash retained to meet claims) and the
Trust Fund shall terminate at such time.
(b) By their acceptance of the Certificates, the Holders
thereof hereby agree to appoint the Trustee as their attorney in fact to: (i)
adopt such a plan of complete liquidation (and the Certificateholders hereby
appoint the Trustee as their attorney in fact to sign such plan) as appropriate
or upon the written request of the Certificate Insurer and (ii) to take such
other action in connection therewith as may be reasonably required to carry out
such plan of complete liquidation all in accordance with the terms hereof.
Section 11.03 Accounting Upon Termination of Servicer.
Upon termination of the Servicer under Article X hereof, the
Servicer shall:
(a) deliver to its successor or, if none shall yet have been
appointed, to the Trustee the funds in any Account;
(b) deliver to its successor or, if none shall yet have been
appointed, to the Trustee all Mortgage Files and related documents and
statements held by it hereunder and a Mortgage Loan portfolio computer tape;
(c) deliver to its successor or, if none shall yet have been
appointed, to the Trustee and, upon request, to the Certificateholders a full
accounting of all funds, including a
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statement showing the Monthly Payments collected by it and a statement of monies
held in trust by it for the payments or charges with respect to the Mortgage
Loans; and
(d) execute and deliver such instruments and perform all acts
reasonably requested in order to effect the orderly and efficient transfer of
servicing of the Mortgage Loans to its successor and to more fully and
definitively vest in such successor all rights, powers, duties,
responsibilities, obligations and liabilities of the "Servicer" under this
Agreement.
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ARTICLE XII
THE TRUSTEE
Section 12.01 Duties of Trustee.
(a) 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. If an Event of Default has occurred and has not been
cured or waived, the Trustee shall exercise such of the rights and powers vested
in it by this Agreement, and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person'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
conform to the requirements of this Agreement; provided, however, that the
Trustee shall not be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument so
furnished to it. If any such instrument is found not to conform to the
requirements of this Agreement, the Trustee shall take action as it deems
appropriate to have the instrument corrected and, if the instrument is not
corrected to the Trustee's satisfaction, the Trustee will, at the expense of the
Servicer, in the case of an instrument relating to the Trust Fund, or the Trust
Certificateholder, in the case of an instrument relating to the Residual Trust
Fund, notify the Certificate Insurer and request written instructions as to the
action it deems appropriate to have the instrument corrected, and if the
instrument is not so corrected, the Trustee will provide notice thereof to the
Certificate Insurer who shall then direct the Trustee as to the action, if any,
to be taken.
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 for an error
of judgment made in good faith by a Responsible Officer or other
officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect
to any action taken, suffered or omitted to be taken by it in good
faith in accordance with the direction of the
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Certificate Insurer or with the consent of the Certificate Insurer, the
Class A Certificateholders holding Class A Certificates evidencing
Percentage Interests of at least 25%, 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;
(iv) The Trustee shall not be required to take notice or be
deemed to have notice or knowledge of any default or Event of Default
(except an Event of Default with respect to the nonpayment of any
amount described in Section 10.01(a)(i) or 10.01(a)(ii)), unless a
Responsible Officer of the Trustee shall have received written notice
thereof. In the absence of receipt of such notice, the Trustee may
conclusively assume that there is no default or Event of Default
(except a failure to make a Monthly Advance);
(v) The Trustee shall not be required to expend or risk its
own funds or otherwise incur financial liability for the performance of
any of its duties hereunder or the exercise of any of its rights or
powers if there is reasonable ground for believing that the repayment
of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it and none of the provisions contained in
this Agreement shall in any event require the Trustee to perform, or be
responsible for the manner of performance of, any of the obligations of
the Servicer under this Agreement except during such time, if any, as
the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Servicer in accordance with the
terms of this Agreement; and
(vi) Subject to the other provisions of this Agreement and
without limiting the generality of this Section, the Trustee shall have
no duty (A) to see to any recording, filing, or depositing of this
Agreement or any agreement referred to herein or any financing
statement or continuation statement evidencing a security interest, or
to see to the maintenance of any such recording or filing or depositing
or to any rerecording, refiling or redepositing of any thereof, (B) to
see to any insurance, (C) to see to the payment or discharge of any
tax, assessment, or other governmental charge or any lien or
encumbrance of any kind owing with respect to, assessed or levied
against, any part of the Trust, (D) to confirm or verify the contents
of any reports or certificates of the Servicer delivered to the Trustee
pursuant to this Agreement believed by the Trustee to be genuine and to
have been signed or presented by the proper party or parties.
(b) At any time that the Trustee is required by or permitted
to act in its capacity as holder of the Class R Certificates (other than the
portion thereof representing the Tax Matters Person Residual Interest), or as
holder of any other residual interest that hereafter may be transferred to the
Residual Trust Fund, the Trustee shall give notice thereof to the Trust
Certificateholder and shall act, as holder of the Class R Certificates (other
than the portion thereof representing the Tax Matters Person Residual Interest),
or as holder of any other residual interest that hereafter may be transferred to
the Residual Trust Fund, in accordance with the instructions of the Trust
Certificateholder, and shall provide notice of any such action to the
Certificate Insurer as provided in Section 13.06 hereof.
(c) It is intended that the REMIC Trust formed hereunder shall
constitute, and that the affairs of the REMIC Trust shall be conducted so as to
qualify it as, a REMIC as defined in and in accordance with the REMIC
Provisions. In furtherance of such intention, the Trustee
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covenants and agrees that it shall act as agent (and the Trustee is hereby
appointed to act as agent) and as Tax Matters Person on behalf of the REMIC
Trust, and that in such capacities it shall:
(i) prepare, sign and file, or cause to be prepared and
filed, in a timely manner, a U.S. Real Estate Mortgage Investment
Conduit Income Tax Return (Form 1066) and any other Tax Return required
to be filed by the REMIC Trust, using a calendar year as the taxable
year for the REMIC Trust;
(ii) make, or cause to be made, an election, on behalf of the
REMIC Trust, to be treated as a REMIC on the federal tax return of the
REMIC Trust for its first taxable year;
(iii) prepare and forward, or cause to be prepared and
forwarded, to the Trustee, the Certificateholders and to the Internal
Revenue Service and any other relevant governmental taxing authority
all information returns or reports as and when required to be provided
to them in accordance with the REMIC Provisions;
(iv) to the extent that the affairs of the REMIC Trust are
within its control, conduct such affairs of the REMIC Trust at all
times that any Certificates are outstanding so as to maintain the
status of the REMIC Trust as a REMIC under the REMIC Provisions and any
other applicable federal, state and local laws, including, without
limitation, information reports relating to "original issue discount,"
as defined in the Code, based upon the Prepayment Assumption and
calculated by using the issue price of the Certificates;
(v) not knowingly or intentionally take any action or omit to
take any action that would cause the termination of the REMIC status of
the REMIC Trust;
(vi) pay the amount of any and all federal, state, and local
taxes, including, without limitation, any minimum tax imposed by
Section 23151(a) and 23153(a) of the California Revenue and Taxation
Code upon the Trustee or the Certificateholders in connection with the
Trust Fund or the Mortgage Loans, prohibited transaction taxes as
defined in Section 860F of the Code, other than any amount due as a
result of a transfer or attempted or purported transfer in violation of
Section 4.02, imposed on the Trust Fund when and as the same shall be
due and payable (but such obligation shall not prevent the Trustee or
any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Trustee from
withholding payment of such tax, if permitted by law, pending the
outcome of such proceedings). The Trustee shall be entitled to
reimbursement in accordance with Section 12.01(d) hereof;
(vii) ensure that any such returns or reports filed on behalf
of the Trust Fund by the Trustee are properly executed by the
appropriate person;
(viii) represent the Trust Fund in any administrative or
judicial proceedings relating to an examination or audit by any
governmental taxing authority, request an administrative adjustment as
to any taxable year of the Trust Fund, enter into settlement agreements
with any governmental taxing agency, extend any statute of limitations
relating to any item of the Trust Fund and otherwise act on behalf of
the Trust Fund in relation to any tax matter involving the Trust Fund;
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(ix) as provided in Section 5.12 hereof, make available
information necessary for the computation of any tax imposed (1) on
transferors of residual interests to transferees that are not Permitted
Transferees or (2) on pass-through entities, any interest in which is
held by an entity which is not a Permitted Transferee. The Trustee
covenants and agrees that it will cooperate with the Servicer in the
foregoing matters and that it will sign, as Trustee, any and all Tax
Returns required to be filed by the Trust Fund. Notwithstanding the
foregoing, at such time as the Trustee becomes the successor Servicer,
the holder of the largest percentage of the Class R Certificates shall
serve as Tax Matters Person until such time as an entity is appointed
to succeed the Trustee as Servicer;
(x) make available to the Internal Revenue Service and those
Persons specified by the REMIC Provisions all information necessary to
compute any tax imposed (A) as a result of the Transfer of an Ownership
Interest in a Class R Certificate to any Person who is not a Permitted
Transferee, including the information described in Treasury regulations
sections 1.860D-1(b)(5) and 1.860E-2(a)(5)with respect to the "excess
inclusions" of such Class R Certificate and (B) as a result of any
regulated investment company, real estate investment trust, common
trust fund, partnership, trust, estate or organization described in
Section 1381 of the Code that holds an Ownership Interest in a Class R
Certificate having as among its record holders at any time any Person
that is not a Permitted Transferee. Reasonable compensation for
providing such information may be accepted by the Trustee; and
(xi) pay out of its own funds, without any right of
reimbursement, any and all tax related expenses of the Trust Fund
(including, but not limited to, tax return preparation and filing
expenses and any professional fees or expenses related to audits or any
administrative or judicial proceedings with respect to the Trust Fund
that involve the Internal Revenue Service or state tax authorities),
other than the expense of obtaining any Opinion of Counsel required
pursuant to Sections 3.03, 5.10 and 11.02 and other than taxes except
as specified herein.
(xii) Upon filing with the Internal Revenue Service, the
Trustee shall furnish to the Holders of the Class R Certificates the
Form 1066 and each Form 1066Q and shall respond promptly to written
requests made not more frequently than quarterly by any Holder of Class
R Certificates with respect to the following matters:
(i) The original projected principal and interest
cash flows on the Closing Date on each class of regular
and residual interests created hereunder and on the
Mortgage Loans, based on the Prepayment Assumption;
(ii) The projected remaining principal and interest
cash flows as of the end of any calendar quarter with
respect to each class of regular and residual interests
created hereunder and the Mortgage Loans, based on the
Prepayment Assumption;
(iii) The Prepayment Assumption and any interest rate
assumptions used in determining the projected principal
and interest cash flows described above;
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(iv) The original issue discount (or, in the case of
the Mortgage Loans, market discount) or premium accrued or
amortized through the end of such calendar quarter with
respect to each class of regular or residual interests
created hereunder and with respect to the Mortgage Loans,
together with each constant yield to maturity used in
computing the same, which information shall be provided to
the Trustee by the Depositor;
(v) The treatment of losses realized with respect
to the Mortgage Loans or the regular interests created
hereunder, including the timing and amount of any
cancellation of indebtedness income of the REMIC with
respect to such regular interests or bad debt deductions
claimed with respect to the Mortgage Loans;
(vi) The amount and timing of any non-interest
expenses of the REMIC;
(vii) Any taxes (including penalties and interest)
imposed on the REMIC, including, without limitation, taxes
on "prohibited transactions," "contributions" or "net
income from foreclosure property" or state or local income
or franchise taxes; and
(viii) The Trustee shall furnish to the Trust
Certificateholder copies of all investment trust returns
and statements filed with the Internal Revenue Service
relating to the Residual Trust Fund and the Trust
Certificateholder, if any, filed since the preceding
distribution.
(d) In the event that any tax is imposed on "prohibited
transactions" of the REMIC as defined in Section 860F(a)(2) of the Code, on the
"net income from foreclosure property" of the REMIC as defined in Section
860G(c) of the Code, on any contribution to the REMIC after the Startup Day
pursuant to Section 860G(d) of the Code, or any other tax (other than any
minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue
and Taxation Code) is imposed, such tax shall be paid by (i) the Trustee, if
such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Agreement, (ii) the Servicer, if such tax arises out of
or results from a breach by the Servicer of any of its obligations under this
Agreement, or otherwise (iii) the Trust Certificateholders. To the extent such
tax is chargeable against the Trust Certificateholders, notwithstanding anything
to the contrary contained herein, the Trustee is hereby authorized to retain
from amounts otherwise distributable to the Trust Certificateholders on any
Remittance Date sufficient funds to reimburse the Trustee for the payment of
such tax (to the extent that the Trustee has not been previously reimbursed or
indemnified therefor). Any tax imposed on the Trust Fund by Section 23151 or
Section 23153 of the California Revenue and Taxation Code shall be timely paid
by the Trustee out of its own funds without right of reimbursement therefor if
such taxes arise from the Trustee's presence in California, and otherwise by the
Servicer.
(e) It is intended that, together with the Pledge Agreement,
the Residual Trust Fund shall not be considered part of the Trust Fund or the
REMIC Trust but shall constitute a mere security arrangement for Federal income
tax purposes and shall not give rise to an entity separate from the Trust
Certificateholder. To this end, the Trust Certificateholder covenants that it
shall prepare and deliver to the Trustee its Federal and state tax and
information returns as if
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such trust did not exist and the Trust Certificateholder directly held the
Collateral (as defined in the Pledge Agreement) comprising the Residual Trust
Fund. The Trustee shall sign and file any and all federal, state or other tax
information returns or other related documents on the basis that the Trustee is
an agent of the Trust Certificateholder. In this regard, the Trust
Certificateholder shall indemnify and hold harmless the Trustee, its officers,
directors, employees or agents for any Federal, state or other taxes, penalties,
fines, damages or other amounts or expenses incurred as a result of the Trustee
taking such position.
Section 12.02 Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 12.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
Opinion of Counsel, 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 be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to institute,
conduct or defend by litigation hereunder or in relation hereto at the
request, order or direction of the Certificate Insurer, any of the
Certificateholders or the Trust Certificateholder, pursuant to the
provisions of this Agreement, unless such Certificateholders, the Trust
Certificateholder or the Certificate Insurer, as applicable, shall have
offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or
thereby; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default (which
has not been cured), to exercise such of the rights and powers vested
in it by this Agreement, and to use the same degree of care and skill
in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of 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, approval,
bond or other paper or document, unless requested in writing to do so
by the Certificate Insurer or Holders of Class A Certificates
evidencing Percentage Interests aggregating not less than 25%;
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
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reasonable indemnity against such expense or liability as a condition
to taking any such action. The reasonable expense of every such
examination shall be paid by the Servicer or, if paid by the Trustee,
shall be repaid by the Servicer upon demand from the Servicer's own
funds;
(vi) The right of the Trustee to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the
Trustee shall not be answerable for other than its negligence or
willful misconduct in the performance of such act;
(vii) The Trustee shall not be required to give any bond or
surety in respect of the execution of the Trust created hereby or the
powers granted hereunder; and
(viii) 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.
(b) Following the Startup Day, the Trustee shall not knowingly
accept any contribution of assets to the Trust Fund, unless the Trustee shall
have received an Opinion of Counsel (at the expense of the Servicer) to the
effect that the inclusion of such assets in the Trust Fund will not cause the
REMIC Trust to fail to qualify as a REMIC at any time that any Certificates are
outstanding or subject the REMIC Trust to any tax under the REMIC Provisions or
other applicable provisions of federal, state and local law or ordinances. The
Trustee agrees to indemnify the Trust Fund and the Servicer for any taxes and
costs, including any attorney's fees, imposed or incurred by the Trust Fund or
the Servicer as a result of the breach of the Trustee's covenants set forth
within this subsection (b).
Section 12.03 Trustee Not Liable for Certificates or Mortgage
Loans.
The recitals contained herein (other than the certificate of
authentication on the Certificates and the Trust Certificate) shall be taken as
the statements of the Originator or the Servicer as the case may be, and the
Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement, the Pledge
Agreement, the Certificates, the Trust Certificate (other than the Certificate
of Authentication and signature on each) or of any Mortgage Loan or related
document. The Trustee shall not be accountable for the use or application of any
funds paid to the Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Certificate Account by the Servicer. The Trustee shall not be
responsible for the legality or validity of the Agreement or the validity,
priority, perfection or sufficiency of the security for the Certificates or the
Trust Certificate issued or intended to be issued hereunder.
Section 12.04 Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become
the owner or pledgor of Certificates with the same rights it would have if it
were not Trustee, and may otherwise deal with the parties hereto.
Section 12.05 Trustee's Fees and Expenses.
The Trustee hereby covenants, for the benefit of the
Depositor, that the Trustee shall arrange separately for the payment to the
Trustee of all of the Trustee's fees and expenses
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in connection with this Agreement, including, without limitation, all of the
Trustee's fees and expenses in connection with any actions taken by the Trustee
pursuant to Section 12.12 hereof. For the avoidance of doubt, the parties hereto
acknowledge that it is the intent of the parties that the Depositor shall not
pay any of the Trustee's fees and expenses in connection with this transaction.
The Trustee shall not be entitled to compensation for any expense, disbursement
or advance as may arise from its negligence or bad faith, and the Trustee shall
have no lien on the Trust Fund or the Residual Trust Fund for the payment of its
fees and expenses. The Trustee and any director, officer, employee or agent of
the Trustee shall be indemnified by the Servicer and held harmless against any
loss, liability or expense (i) incurred in connection with any legal action
relating to this Agreement, the Certificates or the Trust Certificate, other
than any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or negligence of the Trustee in the performance of its duties
hereunder or by reason of the Trustee's reckless disregard of obligations and
duties hereunder or (ii) resulting from any error in any tax or information
return prepared by the Servicer. Such indemnification shall survive the
termination of this Agreement or the Trustee hereunder. The obligations of the
Servicer under this Section 12.05 arising prior to any resignation or
termination of the Servicer hereunder shall survive termination of the Servicer
and payment of the Certificates and the Trust Certificate, and shall extend to
any co-trustee appointed pursuant to this Article XII.
Section 12.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be (i) a banking
association organized and doing business under the laws of any state or the
United States of America, (ii) authorized under such laws to exercise corporate
trust powers, including taking title to the Trust Fund and the Residual Trust
Fund assets on behalf of the Certificateholders and the Trust Certificateholder
(iii) having a combined capital and surplus of at least $50,000,000, (iv) whose
long-term deposits, if any, shall be rated at least BBB by S&P and Baa3 by
Moody's (except as provided herein) or such lower long-term deposit rating by
S&P as may be approved in writing by the Certificate Insurer and S&P, (v) is
subject to supervision or examination by federal or state authority and (vi) is
reasonably acceptable to the Certificate Insurer as evidenced in writing. If
such banking association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 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, the Trustee shall resign
immediately in the manner and with the effect specified in Section 12.07.
Section 12.07 Resignation and Removal of the Trustee.
The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Servicer, the
Certificate Insurer, all Certificateholders and the Trust Certificateholder.
Upon receiving such notice of resignation, the Servicer shall promptly appoint a
successor trustee by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee and to the successor trustee. A copy of such
instrument shall be delivered to the Depositor, the Certificateholders, the
Trust Certificateholder, the Certificate Insurer and the Originator by the
Servicer. Unless a successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
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If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 12.06 and shall fail to resign after
written request therefor by the Servicer or the Certificate Insurer, or if at
any time the Trustee shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Servicer or the Certificate Insurer may remove the Trustee
and the Servicer shall, within 30 days after such removal, appoint, subject to
the approval of the Certificate Insurer, which approval shall not be
unreasonably delayed, a successor trustee by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the
Depositor, the Certificateholders, the Trust Certificateholder, the Certificate
Insurer and the Originator by the Servicer.
If the Trustee fails to perform in accordance with the terms
of this Agreement, the Majority Certificateholders or the Certificate Insurer
may remove the Trustee and appoint a successor trustee 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
Servicer, one complete set to the Trustee so removed and one complete set to the
successor Trustee so appointed.
Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 12.08.
Upon any termination of, or appointment of any successor to,
the Trustee hereunder, the Trustee shall promptly transfer all of the Tax
Matters Person Residual Interest to the successor Trustee.
Section 12.08 Successor Trustee.
Any successor trustee appointed as provided in Section 12.07
shall execute, acknowledge and deliver to the Depositor, the Certificate
Insurer, the Originator, the 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
trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee herein. The
predecessor trustee shall deliver to the successor trustee all Mortgage Files,
the documents and statements related thereto, and the assets of the Residual
Trust Fund held by it hereunder, and the Servicer and the predecessor trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in
the successor trustee all such rights, powers, duties and obligations.
No successor trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 12.06.
Upon acceptance of appointment by a successor trustee as
provided in this Section, the Servicer shall mail notice of the succession of
such trustee hereunder to all Holders of
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Certificates at their addresses as shown in the Certificate Register, to the
Trust Certificateholder and to Moody's and S&P. If the Servicer fails to mail
such notice within 10 days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Servicer.
Section 12.09 Merger or Consolidation of Trustee.
Any Person into which the Trustee may be merged or converted
or with which it may be consolidated or any corporation or national banking
association resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or national banking association
succeeding to the business of the trustee, shall be the successor of the Trustee
hereunder, provided such corporation or national banking association shall be
eligible under the provisions of Section 12.06, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 12.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund, the Residual Trust Fund or property securing the same
may at the time be located, the Servicer and the Trustee acting jointly shall
have the power and shall execute and deliver all instruments to appoint one or
more Persons approved by the Trustee to -act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or
any part of the Trust Fund or the Residual Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust Fund or the
Residual Trust Fund, or any part thereof, and, subject to the other provisions
of this Section 12.10, such powers, duties, obligations, rights and trusts as
the Servicer and the Trustee may consider necessary or desirable. If the
Servicer shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, or in case an Event of Default shall have
occurred and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 12.06
hereunder and no notice to Holders of Certificates or the Trust
Certificateholder of the appointment of co-trustee(s) or separate trustee(s)
shall be required under Section 12.08 hereof.
In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 12.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Servicer hereunder), the Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Trust Fund, the Residual Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.
Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article XII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its
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instrument of appointment, either jointly with the Trustee or separately, as may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. The Trustee shall not
be responsible for any action or inaction of any such separate trustee or
co-trustee, provided that the Trustee appointed such separate trustee or
co-trustee with due care. 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.
Section 12.11 Tax Returns.
The Servicer, upon request, will promptly furnish the Trustee
with all such information as may be reasonably required in connection with the
Trustee's preparation of all Tax Returns of the Trust Fund or for the purpose of
the Trustee responding to reasonable requests for information made by
Certificateholders in connection with tax matters and, upon request within five
(5) Business Days after its receipt thereof, shall (i) sign on behalf of the
Trust Fund any Tax Return that the Servicer is required to sign pursuant to
applicable federal, state or local tax laws, and (ii) cause such Tax Return to
have been returned to the Trustee for filing and for distribution to
Certificateholders if required.
Section 12.12 Reports to the Securities and Exchange
Commission.
The Trustee shall prepare for filing with the Commission any
and all reports, statements and information respecting the Trust Fund and/or the
Certificates required to be filed, and shall solicit any and all proxies of the
Certificateholders whenever such proxies are required to be solicited, pursuant
to the Securities Exchange Act of 1934, as amended. The Depositor shall promptly
file, and exercise its reasonable best efforts to obtain a favorable response
to, no-action requests with, or other appropriate exemptive relief from, the
Commission seeking the usual and customary exemption from such reporting
requirements granted to issuers of securities similar to the Certificates.
Section 12.13 Retirement of Certificates.
The Trustee shall, upon the retirement of the Certificates
pursuant hereto or otherwise, furnish to the Certificate Insurer a notice of
such retirement, and, upon retirement of the Certificates and the expiration of
the term of the Certificate Insurance Policy, shall surrender the Certificate
Insurance Policy to the Certificate Insurer for cancellation.
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ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 13.01 Acts of Certificateholders.
Except as otherwise specifically provided herein, whenever
Certificateholder action, consent or approval is required under this Agreement,
such action, consent or approval shall be deemed to have been taken or given on
behalf of, and shall be binding upon, all Certificateholders if the Majority
Certificateholders or the Certificate Insurer agrees to take such action or give
such consent or approval.
Section 13.02 Amendment.
(a) This Agreement may be amended from time to time by the
Servicer, the Depositor and the Trustee by written agreement, upon the prior
written consent of the Certificate Insurer (which consent shall not be withheld
if, in the Opinion of Counsel addressed to the Trustee and the Certificate
Insurer, failure to amend would adversely affect the interests of the
Certificateholders), without notice to or consent of the Certificateholders to
cure any ambiguity, to correct or supplement any provisions herein, to comply
with any changes in the Code, or to make any other provisions with respect to
matters or questions arising under this Agreement which shall not be
inconsistent with the provisions of this Agreement; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, at the expense of the
party requesting the change, delivered to the Trustee, adversely affect in any
material respect the interests of any Certificateholder; provided, further, that
the amendment shall not be deemed to adversely affect in any material respect
the interests of the Certificateholders and no Opinion of Counsel to that effect
shall be required if the Person requesting the amendment obtains a letter from
each of the Rating Agencies stating that the amendment would not result in the
downgrading or withdrawal of the respective ratings then assigned to the Class
A-1, Class A-2 or Class A-3 Certificates; and provided further, that no such
amendment shall reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, or change the
rights or obligations of any other party hereto without the consent of such
party. The Trustee shall give prompt written notice to Moody's and S&P of any
amendment made pursuant to this Section 13.02 or pursuant to Section 13.02 of
the Purchase Agreement.
(b) This Agreement may be amended from time to time by the
Servicer, the Depositor and the Trustee with the consent of the Certificate
Insurer (which consent shall not be withheld if, in the Opinion of Counsel
addressed to the Trustee and the Certificate Insurer, failure to amend would
adversely affect the interests of the Certificateholders), the Majority
Certificateholders and the Trust Certificateholder for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders;
provided, however, that no such amendment shall be made unless the Trustee
receives an Opinion of Counsel, at the expense of the party requesting the
change, that such change will not adversely affect the status of the REMIC Trust
as a REMIC or cause a tax to be imposed on the REMIC, and provided further, that
no such amendment shall reduce in any manner the amount of, or delay the timing
of, payments received on Mortgage Loans which are required to be distributed on
any Certificate without the consent of the Holder of such Certificate or reduce
the percentage for each Class the Holders of which are required to
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consent to any such amendment without the consent of the Holders of 100% of each
Class of Certificates affected thereby.
(c) It shall not be necessary for the consent of Holders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof.
Section 13.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement, or
a memorandum thereof if permitted under applicable law, is subject to
recordation in all appropriate public offices for real property records in all
of 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
Servicer at the Certificateholders' expense on direction and at the expense of
Majority Certificateholders requesting such recordation, but only when
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders or
is necessary for the administration or servicing of the Mortgage Loans.
Section 13.04 Duration of Agreement.
This Agreement shall continue in existence and effect until
terminated as herein provided.
Section 13.05 Governing Law.
This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.
Section 13.06 Notices.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given when delivered to (i) in the
case of the Servicer, the Originator and the Trust Certificateholder, One Home
Loan Plaza, Warwick, Rhode Island 02886, Attention: John M. Murphy, or such
other addresses as may hereafter be furnished to the Certificateholders in
writing by the Originator and the Servicer, (ii) in the case of the Trustee,
Bankers Trust Company of California, N.A., 3 Park Plaza, 16th Floor, Irvine,
California 92714, Attention: Home Loan and Investment Bank, F.S.B., Prudential
Securities Secured Financing Corporation Trust Series 1996-1, (iii) in the case
of the Certificateholders, as set forth in the Certificate Register, (iv) in the
case of Moody's, 99 Church Street, New York, New York 10007 Attention: Home
Equity Monitoring Group, (v) in the case of S&P, 26 Broadway, New York, New York
10004 Attention: Mr. Jayme Laurash, (vi) in the case of the Certificate Insurer,
Financial Security Assurance Inc., 350 Park Avenue, New York, New York 10022
Attention: Surveillance Department (in each case in which notice or other
communication to the Certificate Insurer refers to an Event of Default, a claim
on the Certificate Insurance Policy or with respect to which failure on the part
of the Certificate Insurer to respond shall be deemed to constitute consent or
acceptance, then a copy of such notice or other communication should also be
sent to the attention of each of the General Counsel and the Head -- Financial
Guaranty Group and shall
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be marked to indicate "URGENT MATERIAL ENCLOSED") and (vii) in the case of the
Depositor, 199 Water Street, 26th Floor, New York, New York 10292 Attention:
Director Mortgage Finance Group. Any such notices shall be deemed to be
effective with respect to any party hereto upon the receipt of such notice by
such party, except that notices to the Certificateholders shall be effective
upon mailing or personal delivery.
Section 13.07 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be held invalid for any reason whatsoever, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other covenants,
agreements, provisions or terms of this Agreement.
Section 13.08 No Partnership.
Nothing herein contained shall be deemed or construed to
create a co-partnership or joint venture between the parties hereto and the
services of the Servicer shall be rendered as an independent contractor and not
as agent for the Certificateholders.
Section 13.09 Counterparts.
This Agreement may be executed in one or more counterparts and
by the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same agreement.
Section 13.10 Successors and Assigns.
This Agreement shall inure to the benefit of and be binding
upon the Servicer, the Depositor, the Trustee, the Certificateholders, the Trust
Certificateholder and their respective successors and assigns.
Section 13.11 Headings.
The headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be
part of this Agreement.
Section 13.12 The Certificate Insurer.
Any right conferred to the Certificate Insurer shall be
suspended during any period in which a Certificate Insurer Default exists. At
such time as the Certificates are no longer outstanding hereunder, and no
amounts owed to the Certificate Insurer hereunder or under the I & I Agreements
remain unpaid, the Certificate Insurer's rights hereunder shall terminate.
Section 13.13 Third Party Beneficiary.
The parties agree that each of the Originator and the
Certificate Insurer is an intended third-party beneficiary of this Agreement to
the extent necessary to obtain the benefits
97
<PAGE> 108
of the performance of the obligations to the Originator or the Certificate
Insurer, respectively, of any party hereto.
Section 13.14 Limitation on Rights of the Trust
Certificateholder.
The dissolution or insolvency of, or the appointment of a
receiver for, the Trust Certificateholder shall not operate to terminate this
Agreement or the Residual Trust Fund, nor entitle the Trust Certificateholder's
legal representatives or successors to claim an accounting or to taking any
action or proceeding in any court for a partition or winding up of the Residual
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
The Trust Certificateholder shall not have a right to vote or
in any manner otherwise control the operation and management of the Residual
Trust Fund, or the obligations of the parties hereto (except as expressly
provided for herein), nor shall anything herein set forth, or contained in the
terms of the Trust Certificate, be construed so as to constitute the Trust
Certificateholder from time to time as a partner or member of an association;
nor shall the Trust 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.
The Trust Certificateholder shall not have a right by virtue
of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless the
Trust Certificateholder previously shall have given to the Trustee a written
notice of default and of the continuance thereof, as hereinbefore provided, and
unless also the Trust Certificateholder shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 30 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 is understood and intended, and expressly
covenanted by the Trust Certificateholder with the Trustee, that the Trust
Certificateholder shall not have a right whatsoever by virtue of any provision
of this Agreement to enforce any right under this Agreement, except in the
manner herein provided. For the protection and enforcement of the provisions of
this Section, the Trust Certificateholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.
Section 13.15 Transfer of Trust Certificate.
The Trust Certificateholder may not, directly or indirectly,
sell, assign or otherwise in any manner dispose of all or any part of its
interest in the Trust Certificate unless the Trustee and the Certificate Insurer
have received an Opinion of Counsel to the effect that such transfer will not
affect the intended treatment of the Residual Trust Fund provided in Section
12.01(e).
98
<PAGE> 109
IN WITNESS WHEREOF, the Servicer, the Trustee and the
Depositor have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.
HOME LOAN AND INVESTMENT BANK, F.S.B.,
as Servicer
By: /s/ John M. Murphy
---------------------------------------
Name: John M. Murphy
Title: President
BANKERS TRUST COMPANY OF CALIFORNIA,
N.A., as Trustee
By: /s/ Michelle A. Lambott
---------------------------------------
Name: Michelle A. Lambott
Title: Assistant Vice President
PRUDENTIAL SECURITIES SECURED
FINANCING CORPORATION, as Depositor
By: /s/ Valerie H. Kay
---------------------------------------
Name: Valerie H. Kay
Title: Vice President
[Pooling and Servicing Agreement Signature Page]
<PAGE> 110
State of Rhode Island )
) ss.:
County of Warwick )
On the 20th day of March, 1996 before me, a Notary Public in
and for the State of Rhode Island, personally appeared John M. Murphy known to
me to be President of Home Loan and Investment Bank, F.S.B., the corporation
that executed the within instrument and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_____________________________________
Notary Public
My Commission expires _______________
<PAGE> 111
State of New York )
) ss.:
County of New York )
On the 20th day of March, 1996 before me, a Notary Public in
and for the State of New York, personally appeared Michelle Lambott known to me
to be Assistant Vice President of Bankers Trust Company of California, N.A., the
corporation that executed the within instrument and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_____________________________________
Notary Public
My Commission expires _______________
<PAGE> 112
State of New York )
) ss.:
County of New York )
On the 20th day of March, 1996, before me, a Notary Public in
and for the State of New York, personally appeared Valerie H. Kay known to me to
be Vice President of Prudential Securities Secured Financing Corporation, the
corporation that executed the within instrument and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunder to set my hand and
affixed my official seal the day and year in this certificate first above
written.
____________________________________
Notary Public
My Commission expires_______________
<PAGE> 113
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall
include each of the following items (copies to the extent the originals have
been delivered to the Trustee pursuant to Section 2.02 of the Agreement), all of
which shall be available for inspection by the Certificateholders, to the extent
required by applicable laws:
1. The original Mortgage Note, with all prior and
intervening endorsements showing a complete chain
of endorsements from the originator of the Mortgage
Loan to the Person so endorsing the Mortgage Loan
to the Trustee, endorsed by such Person "Pay to the
order of Bankers Trust Company of California, N.A.,
as Trustee, Prudential Securities Secured Financing
Corporation, Series 1996-1 without recourse" and
signed, by facsimile or manual signature, in the
name of the Originator by a Responsible Officer.
2. Any of: (i) the original Mortgage, and related
power of attorney, if any, with evidence of
recording thereon, (ii) a copy of the Mortgage and
related power of attorney, if any, certified as a
true copy of the original Mortgage or power of
attorney by a Responsible Officer of the Originator
or by the closing attorney by facsimile or manual
signature, or by an officer of the title insurer or
agent of the title insurer that issued the related
title insurance policy if the original has been
transmitted for recording until such time as the
original is returned by the public recording office
or (iii) a copy of the Mortgage and related power
of attorney, if any, certified by the public
recording office.
3. Either: (i) the original Assignment of Mortgage
from the Seller to "Bankers Trust Company of
California, N.A., as Trustee, Prudential Securities
Secured Financing Corporation, Series 1996-1" with
evidence of recording thereon, or (ii) a copy of
the Assignment of Mortgage where the original has
been transmitted for recording; any such
Assignments of Mortgage may be made by blanket
assignments for Mortgage Loans secured by the
Mortgaged Properties located in the same county, if
permitted by applicable law.
<PAGE> 114
4. The original lender's policy of title insurance or
a true copy thereof, or if such original lender's
title insurance policy has been lost, a copy
thereof certified by the appropriate title insurer
to be true and complete, or if such lender's title
insurance policy has not been issued as of the
Closing Date, a marked up commitment (binder) to
issue such policy.
5. All intervening assignments, if any, showing a
complete chain of assignments from the originator
to the Originator, including any recorded
warehousing assignments, with evidence of recording
thereon, certified by a Responsible Officer of the
Originator by facsimile or manual signature as a
true copy of the original of such intervening
assignments.
6. Originals of all assumption, written assurance,
substitution and modification agreements, if any.
7. Mortgage Loan closing statement and any other
truth-in-lending or real estate settlement
procedure forms required by law.
8. Residential loan application.
9. Verification of employment and income, and tax
returns, if any.
10. Credit report on the mortgagor.
11. The full appraisal made in connection with the origination of
the related Mortgage Loan with photographs of the subject
property and of comparable properties, constituting evidence
sufficient to indicate that the Mortgaged Property relates to
a Residential Dwelling.
12. Copy of the First Lien, if in the Servicer's file.
13. All other papers and records developed or originated by the
Seller or others, required to document the Initial Mortgage
Loan or to service the Mortgage Loan.
2
<PAGE> 115
EXHIBIT B-1
FORM OF CLASS A-1 CERTIFICATE
MORTGAGE PASS-THROUGH CERTIFICATES
Series 1996-1 Original Class A-1 Principal
Balance:
$10,373,000
Pass-Through
Rate: 6.300% Original Dollar Amount as
of the Cut-Off Date
Represented
No. 1 by this Certificate:
$10,373,000
Date of Pooling and
Servicing Agreement:
As of September 30,
1994
Cut-Off Date: Percentage Interest of
February 29, 1996 this Certificate:
100%
Servicer: Home Loan
and Investment
Bank, F.S.B.
First Remittance Date:
April 15, 1996
Latest Maturity Date:
Closing Date: May 15, 2006
March 20, 1996
Trustee: Bankers Trust
CUSIP: Company of California,
74436J DH7 N.A.
Unless this Certificate is presented by an authorized
representative of the Depository Trust Company, a New York corporation ("DTC"),
to the Depositor or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized
B-1-1
<PAGE> 116
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
This certifies that ________________ is the registered owner
of a Class A-1 percentage interest (the "Percentage Interest") in certain
residential first and second mortgage loans (the "Mortgage Loans") serviced by
Home Loan and Investment Bank, F.S.B. (hereinafter called the "Servicer", in its
capacity as servicer under that certain Pooling and Servicing Agreement (the
"Agreement") dated as of March 1, 1996 among Home Loan and Investment Bank,
F.S.B., as servicer, Prudential Securities Secured Financing Corporation, as
depositor (the "Depositor") and Bankers Trust Company of California, N.A., as
trustee (the "Trustee"), and "Originator", in its capacity as originator under
that certain Unaffiliated Seller's Agreement dated as of March 1, 1996 between
the Depositor and Home Loan and Investment Bank, F.S.B., as originator, which
terms include any successor entity for the Servicer or the Originator, as the
case may be, under such agreements). The Mortgage Loans were originated or
acquired by the Originator. The Mortgage Loans will be serviced by the Servicer
pursuant to the terms and conditions of the Agreement, certain of the pertinent
provisions of which are set forth herein. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the holder of this Certificate
by virtue of the acceptance hereof assents and by which such holder is bound.
The Mortgage Loans have aggregate outstanding principal balances, at the close
of business on the Cut-Off Date herein referred to, after application of
payments received by the Originator on or before such date, of $54,103,729.22.
On each Remittance Date, commencing on April 15, 1996, the
Trustee shall distribute to the Person in whose name this Certificate is
registered on the last day of the month next preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-1 Certificates on such Remittance Date
pursuant to Section 6.05 of the Agreement.
Principal will be distributed on each Remittance Date pro rata
between the Class A-1 Certificates and the Class A-2 Certificates, together, on
one hand and the Class A-3 Certificates on the other hand. Between themselves,
the Class A-1 Certificates and the Class A-2 Certificates will receive the
principal to which both such classes are together entitled in a "sequential pay"
fashion.
Distributions on this Certificate will be made by the Trustee
by wire transfer of immediately available funds to the account of the Person
entitled thereto as shall appear on the Certificate Register without the
presentation or surrender of this Certificate or the making of any notation
thereon, at a bank or other entity having appropriate facilities therefor, if
such Person shall own of record Certificates of the same Class which have
denominations aggregating at least $5,000,000 appearing in the Certificate
Register and shall
B-1-2
<PAGE> 117
have so notified the Trustee at least five business days prior to the related
Record Date, or by check mailed to the address of such Person appearing in the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency maintained for that purpose by the Trustee in New York, New
York.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates, Series 1996-1,
Class A-1, Class A-2, Class A-3 (together, the "Class A Certificates") and Class
R (together with the Class A Certificates, the "Certificates") and representing
undivided ownership of (i) such Mortgage Loans as from time to time are subject
to the Agreement, together with the Mortgage Files relating thereto and all
collections thereon and proceeds thereof (other than payments of interest that
accrued on each Mortgage Loan up to and including the Due Date occurring in
February 1996), (ii) such assets as from time to time are identified as REO
Property and collections thereon and proceeds thereof, assets that are deposited
in the Certificate Account or the Simple Interest Excess Sub-Account or the
Spread Account, including amounts on deposit in such Accounts and invested in
Permitted Instruments (iii) the Trustee's rights with respect to the Mortgage
Loans under all insurance policies required to be maintained pursuant to the
Agreement and any Insurance Proceeds, (iv) Liquidation Proceeds, (v) Released
Mortgaged Property Proceeds and (vi) the Spread Account. The Class A
Certificates represent undivided ownership interests in the Trust Fund
consisting of the Mortgage Loans and all collections thereon and proceeds
thereof (other than payments of interest that accrued on each Mortgage Loan up
to and including the Due Date occurring in February 1996) and each of the items
listed in clauses (ii) through (vi) above. The Class R Certificates are
subordinated in right of payment to the Class A Certificates and to the rights
of the Certificate Insurer, to the extent set forth in the Agreement.
The Certificates do not represent an obligation of, or an
interest in, the Depositor, the Originator, the Servicer, the Certificate
Insurer or the Trustee and are not insured or guaranteed by the Federal Deposit
Insurance Corporation, the Government National Mortgage Association, the Federal
Housing Administration or the Veterans Administration or any other governmental
agency. The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, Insured Payments under the
Certificate Insurance Policies and amounts withdrawable from the Spread Account,
all as more specifically set forth herein and in the Agreement. In the event
Servicer funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Servicer from related recoveries on such Mortgage Loan.
Financial Security Assurance Inc. (the "Certificate Insurer")
has issued a surety bond with respect to the Class A Certificates, a copy of
which is attached as Exhibit M-1 to the Agreement.
As provided in the Agreement, deposits and withdrawals from
the Certificate Account and the Spread Account may be made by the Trustee from
time to time for purposes other than distributions to Certificateholders, such
purposes including
B-1-3
<PAGE> 118
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it, and investment in Permitted Instruments.
Subject to certain restrictions, the Agreement permits the
amendment thereof by the Depositor, the Servicer and the Trustee. Subject to the
rights of the Certificate Insurer, the Agreement permits the Majority
Certificateholders to waive, on behalf of all Certificateholders, any default by
the Servicer in the performance of its obligations under the Agreement and its
consequences, except in a default in making any required distribution on a
Certificate. Any such consent or waiver by the Majority Certificateholders shall
be conclusive and binding on the holder of this Certificate and upon all future
holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate.
By accepting its Certificate, each Class A Certificateholder
agrees that unless a Certificate Insurer Default exists, the Certificate Insurer
shall have the right to exercise all rights of the Class A Certificateholders
under the Agreement and under the Class A Certificates without any further
consent of the Class A Certificateholders.
As provided in the Agreement and subject to certain
limitations therein set forth, including, without limitation, with respect to
the Class R Certificates, execution and delivery as appropriate of the Transfer
Affidavit and Agreement (Exhibit I to the Agreement) and the Transfer
Certificate (Exhibit I-1 to the Agreement) described in Section 4.02(i) of the
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee in New York, New York, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to, the Trustee, 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 aggregate undivided
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Class A-1,
Class A-2, Class A-3 or Class R Certificates. As provided in the Agreement and
subject to certain limitations therein set forth, the Certificate is
exchangeable for a new Certificate evidencing the same undivided ownership
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 may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Servicer, the Depositor, the Originator and the Trustee
and any agent of any of the foregoing, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
foregoing shall be affected by notice to the contrary.
The obligations created by the Agreement shall terminate upon
notice to the Trustee of: (i) the later of the distribution to
Certificateholders of the final payment or
B-1-4
<PAGE> 119
collection with respect to the last Mortgage Loan (or Monthly Advances of same
by the Servicer), or the disposition of all funds with respect to the last
Mortgage Loan and the remittance of all funds due under the Agreement and the
payment of all amounts due and payable to the Certificate Insurer and the
Trustee, (ii) the purchase by the Servicer of all outstanding Mortgage Loans and
REO Properties at a price determined as provided in the Agreement (the exercise
of the right of the Servicer to purchase all the Mortgage Loans and property in
respect of Mortgage Loans will result in early retirement of the Certificates),
the right of the Servicer to purchase being subject to the Pool Principal
Balance of the Mortgage Loans and REO Properties at the time of purchase being
less than five percent (5%) of the Original Pool Principal Balance, or (iii) by
the mutual consent of the Servicer, the Certificate Insurer and all
Certificateholders in writing. By its acceptance of this Certificate, the
Certificateholder hereby appoints the Servicer as its attorney-in-fact to
negotiate the sale and effect the transfer of a Class R Certificate in
accordance with Section 4.02(i) of the Agreement and to adopt a plan of
liquidation of the Trust Fund in accordance with Section 11.02 of the Agreement.
C-1
<PAGE> 120
EXHIBIT B-2
FORM OF CLASS A-2 CERTIFICATE
MORTGAGE PASS-THROUGH CERTIFICATES
Series 1996-1 Original Class A-2 Principal
Balance:
$20,730,000
Pass-Through
Rate: 7.225% Original Dollar Amount as
of the Cut-Off Date
Represented
No. 1 by this Certificate:
$20,730,000
Date of Pooling and
Servicing Agreement:
As of March 1,
1996
Cut-Off Date: Percentage Interest of
February 29, 1996 this Certificate:
100%
Servicer: Home Loan
and Investment
Bank, F.S.B.
First Remittance Date:
April 15, 1996
Latest Maturity Date:
Closing Date: August 15, 2026
March 20, 1996
Trustee: Bankers Trust
CUSIP: Company of California,
74436J DJ3 N.A.
Unless this Certificate is presented by an authorized
representative of the Depository Trust Company, a New York corporation ("DTC"),
to the Depositor or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized
B-2-1
<PAGE> 121
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
This certifies that ________________ is the registered owner
of a Class A-1 percentage interest (the "Percentage Interest") in certain
residential first and second mortgage loans (the "Mortgage Loans") serviced by
Home Loan and Investment Bank, F.S.B. (hereinafter called the "Servicer", in its
capacity as servicer under that certain Pooling and Servicing Agreement (the
"Agreement") dated as of March 1, 1996 among Home Loan and Investment Bank,
F.S.B., as servicer, Prudential Securities Secured Financing Corporation, as
depositor (the "Depositor") and Bankers Trust Company of California, N.A., as
trustee (the "Trustee"), and "Originator", in its capacity as originator under
that certain Unaffiliated Seller's Agreement dated as of March 1, 1996 between
the Depositor and Home Loan and Investment Bank, F.S.B., as originator, which
terms include any successor entity for the Servicer or the Originator, as the
case may be, under such agreements). The Mortgage Loans were originated or
acquired by the Originator. The Mortgage Loans will be serviced by the Servicer
pursuant to the terms and conditions of the Agreement, certain of the pertinent
provisions of which are set forth herein. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the holder of this Certificate
by virtue of the acceptance hereof assents and by which such holder is bound.
The Mortgage Loans have aggregate outstanding principal balances, at the close
of business on the Cut-Off Date herein referred to, after application of
payments received by the Originator on or before such date, of $54,103,729.22.
On each Remittance Date, commencing on April 15, 1996, the
Trustee shall distribute to the Person in whose name this Certificate is
registered on the last day of the month next preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-2 Certificates on such Remittance Date
pursuant to Section 6.05 of the Agreement.
Principal will be distributed on each Remittance Date pro rata
between the Class A-1 Certificates and the Class A-2 Certificates, together, on
one hand and the Class A-3 Certificates on the other hand. Between themselves,
the Class A-1 Certificates and the Class A-2 Certificates will receive the
principal to which both such classes are together entitled in a "sequential pay"
fashion.
Distributions on this Certificate will be made by the Trustee
by wire transfer of immediately available funds to the account of the Person
entitled thereto as shall appear on the Certificate Register without the
presentation or surrender of this Certificate or the making of any notation
thereon, at a bank or other entity having appropriate facilities therefor, if
such Person shall own of record Certificates of the same Class which have
denominations aggregating at least $5,000,000 appearing in the Certificate
Register and shall
B-2-2
<PAGE> 122
have so notified the Trustee at least five business days prior to the related
Record Date, or by check mailed to the address of such Person appearing in the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency maintained for that purpose by the Trustee in New York, New
York.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates, Series 1996-1,
Class A-1, Class A-2, Class A-3 (together, the "Class A Certificates") and Class
R (together with the Class A Certificates, the "Certificates") and representing
undivided ownership of (i) such Mortgage Loans as from time to time are subject
to the Agreement, together with the Mortgage Files relating thereto and all
collections thereon and proceeds thereof (other than payments of interest that
accrued on each Mortgage Loan up to and including the Due Date occurring in
February 1996), (ii) such assets as from time to time are identified as REO
Property and collections thereon and proceeds thereof, assets that are deposited
in the Certificate Account or the Simple Interest Excess Sub-Account or the
Spread Account, including amounts on deposit in such Accounts and invested in
Permitted Instruments (iii) the Trustee's rights with respect to the Mortgage
Loans under all insurance policies required to be maintained pursuant to the
Agreement and any Insurance Proceeds, (iv) Liquidation Proceeds, (v) Released
Mortgaged Property Proceeds and (vi) the Spread Account. The Class A
Certificates represent undivided ownership interests in the Trust Fund
consisting of the Mortgage Loans and all collections thereon and proceeds
thereof (other than payments of interest that accrued on each Mortgage Loan up
to and including the Due Date occurring in February 1996) and each of the items
listed in clauses (ii) through (vi). The Class R Certificates are subordinated
in right of payment to the Class A Certificates and to the rights of the
Certificate Insurer, to the extent set forth in the Agreement.
The Certificates do not represent an obligation of, or an
interest in, the Depositor, the Originator, the Servicer, the Certificate
Insurer or the Trustee and are not insured or guaranteed by the Federal Deposit
Insurance Corporation, the Government National Mortgage Association, the Federal
Housing Administration or the Veterans Administration or any other governmental
agency. The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, Insured Payments under the
Certificate Insurance Policies and amounts withdrawable from the Spread Account,
all as more specifically set forth herein and in the Agreement. In the event
Servicer funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Servicer from related recoveries on such Mortgage Loan.
Financial Security Assurance Inc. (the "Certificate Insurer")
has issued a surety bond with respect to the Class A Certificates, a copy of
which is attached as Exhibit M-1 to the Agreement.
As provided in the Agreement, deposits and withdrawals from
the Certificate Account and the Spread Account may be made by the Trustee from
time to time for purposes other than distributions to Certificateholders, such
purposes including
B-2-3
<PAGE> 123
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it, and investment in Permitted Instruments.
Subject to certain restrictions, the Agreement permits the
amendment thereof by the Depositor, the Servicer and the Trustee. Subject to the
rights of the Certificate Insurer, the Agreement permits the Majority
Certificateholders to waive, on behalf of all Certificateholders, any default by
the Servicer in the performance of its obligations under the Agreement and its
consequences, except in a default in making any required distribution on a
Certificate. Any such consent or waiver by the Majority Certificateholders shall
be conclusive and binding on the holder of this Certificate and upon all future
holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate.
By accepting its Certificate, each Class A Certificateholder
agrees that unless a Certificate Insurer Default exists, the Certificate Insurer
shall have the right to exercise all rights of the Class A Certificateholders
under the Agreement and under the Class A Certificates without any further
consent of the Class A Certificateholders.
As provided in the Agreement and subject to certain
limitations therein set forth, including, without limitation, with respect to
the Class R Certificates, execution and delivery as appropriate of the Transfer
Affidavit and Agreement (Exhibit I to the Agreement) and the Transfer
Certificate (Exhibit I-1 to the Agreement) described in Section 4.02(i) of the
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee in New York, New York, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to, the Trustee, 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 aggregate undivided
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Class A-1,
Class A-2, Class A-3 or Class R Certificates. As provided in the Agreement and
subject to certain limitations therein set forth, the Certificate is
exchangeable for a new Certificate evidencing the same undivided ownership
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 may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Servicer, the Depositor, the Originator and the Trustee
and any agent of any of the foregoing, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
foregoing shall be affected by notice to the contrary.
The obligations created by the Agreement shall terminate upon
notice to the Trustee of: (i) the later of the distribution to
Certificateholders of the final payment or
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collection with respect to the last Mortgage Loan (or Monthly Advances of same
by the Servicer), or the disposition of all funds with respect to the last
Mortgage Loan and the remittance of all funds due under the Agreement and the
payment of all amounts due and payable to the Certificate Insurer and the
Trustee, (ii) the purchase by the Servicer of all outstanding Mortgage Loans and
REO Properties at a price determined as provided in the Agreement (the exercise
of the right of the Servicer to purchase all the Mortgage Loans and property in
respect of Mortgage Loans will result in early retirement of the Certificates),
the right of the Servicer to purchase being subject to the Pool Principal
Balance of the Mortgage Loans and REO Properties at the time of purchase being
less than five percent (5%) of the Original Pool Principal Balance, or (iii) by
the mutual consent of the Servicer, the Certificate Insurer and all
Certificateholders in writing. By its acceptance of this Certificate, the
Certificateholder hereby appoints the Servicer as its attorney-in-fact to
negotiate the sale and effect the transfer of a Class R Certificate in
accordance with Section 4.02(i) of the Agreement and to adopt a plan of
liquidation of the Trust Fund in accordance with Section 11.02 of the Agreement.
B-2-1
<PAGE> 125
EXHIBIT B-3
FORM OF CLASS A-3 CERTIFICATE
MORTGAGE PASS-THROUGH CERTIFICATES
Series 1996-1 Original Class A-3 Principal
Balance:
$23,000,000
Pass-Through
Rate: 7.175% Original Dollar Amount as
of the Cut-Off Date
Represented
No. 1 by this Certificate:
$23,000,000
Date of Pooling and
Servicing Agreement:
As of March 1,
1996
Cut-Off Date: Percentage Interest of
February 29, 1996 this Certificate:
100%
Servicer: Home Loan
and Investment
Bank, F.S.B.
First Remittance Date:
April 15, 1996
Latest Maturity Date:
Closing Date: August 15, 2026
March 20, 1996
Trustee: Bankers Trust
CUSIP: Company of California,
74436J DK0 N.A.
Unless this Certificate is presented by an authorized
representative of the Depository Trust Company, a New York corporation ("DTC"),
to the Depositor or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized
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<PAGE> 126
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
This certifies that ________________ is the registered owner
of a Class A-1 percentage interest (the "Percentage Interest") in certain
residential first and second mortgage loans (the "Mortgage Loans") serviced by
Home Loan and Investment Bank, F.S.B. (hereinafter called the "Servicer", in its
capacity as servicer under that certain Pooling and Servicing Agreement (the
"Agreement") dated as of March 1, 1996 among Home Loan and Investment Bank,
F.S.B., as servicer, Prudential Securities Secured Financing Corporation, as
depositor (the "Depositor") and Bankers Trust Company of California, N.A., as
trustee (the "Trustee"), and "Originator", in its capacity as originator under
that certain Unaffiliated Seller's Agreement dated as of March 1, 1996 between
the Depositor and Home Loan and Investment Bank, F.S.B., as originator, which
terms include any successor entity for the Servicer or the Originator, as the
case may be, under such agreements). The Mortgage Loans were originated or
acquired by the Originator. The Mortgage Loans will be serviced by the Servicer
pursuant to the terms and conditions of the Agreement, certain of the pertinent
provisions of which are set forth herein. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the holder of this Certificate
by virtue of the acceptance hereof assents and by which such holder is bound.
The Mortgage Loans have aggregate outstanding principal balances, at the close
of business on the Cut-Off Date herein referred to, after application of
payments received by the Originator on or before such date, of $54,103,729.22.
On each Remittance Date, commencing on April 15, 1996, the
Trustee shall distribute to the Person in whose name this Certificate is
registered on the last day of the month next preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-3 Certificates on such Remittance Date
pursuant to Section 6.05 of the Agreement.
On each Remittance Date, commencing on April 15, 1996, the
Trustee shall distribute to the Person in whose name this Certificate is
registered on the last day of the month next preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-2 Certificates on such Remittance Date
pursuant to Section 6.05 of the Agreement.
Distributions on this Certificate will be made by the Trustee
by wire transfer of immediately available funds to the account of the Person
entitled thereto as shall appear on the Certificate Register without the
presentation or surrender of this Certificate or the making of any notation
thereon, at a bank or other entity having appropriate facilities therefor, if
such Person shall own of record Certificates of the same Class which have
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<PAGE> 127
denominations aggregating at least $5,000,000 appearing in the Certificate
Register and shall have so notified the Trustee at least five business days
prior to the related Record Date, or by check mailed to the address of such
Person appearing in the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency maintained for that
purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates, Series 1996-1,
Class A-1, Class A-2, Class A-3 (together, the "Class A Certificates") and Class
R (together with the Class A Certificates, the "Certificates") and representing
undivided ownership of (i) such Mortgage Loans as from time to time are subject
to the Agreement, together with the Mortgage Files relating thereto and all
collections thereon and proceeds thereof (other than payments of interest that
accrued on each Mortgage Loan up to and including the Due Date occurring in
February 1996), (ii) such assets as from time to time are identified as REO
Property and collections thereon and proceeds thereof, assets that are deposited
in the Certificate Account or the Simple Interest Excess Sub-Account or the
Spread Account, including amounts on deposit in such Accounts and invested in
Permitted Instruments (iii) the Trustee's rights with respect to the Mortgage
Loans under all insurance policies required to be maintained pursuant to the
Agreement and any Insurance Proceeds, (iv) Liquidation Proceeds, (v) Released
Mortgaged Property Proceeds and (vi) the Spread Account. The Class A
Certificates represent undivided ownership interests in the Trust Fund
consisting of the Mortgage Loans and all collections thereon and proceeds
thereof (other than payments of interest that accrued on each Mortgage Loan up
to and including the Due Date occurring in August 1994) and each of the items
listed in clauses (ii) through (vi). The Class R Certificates are subordinated
in right of payment to the Class A Certificates and to the rights of the
Certificate Insurer, to the extent set forth in the Agreement.
The Certificates do not represent an obligation of, or an
interest in, the Depositor, the Originator, the Servicer, the Certificate
Insurer or the Trustee and are not insured or guaranteed by the Federal Deposit
Insurance Corporation, the Government National Mortgage Association, the Federal
Housing Administration or the Veterans Administration or any other governmental
agency. The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, Insured Payments under the
Certificate Insurance Policies and amounts withdrawable from the Spread Account,
all as more specifically set forth herein and in the Agreement. In the event
Servicer funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Servicer from related recoveries on such Mortgage Loan.
Financial Security Assurance Inc. (the "Certificate Insurer")
has issued a surety bond with respect to the Class A Certificates, a copy of
which is attached as Exhibit M-1 to the Agreement.
As provided in the Agreement, deposits and withdrawals from
the Certificate Account and the Spread Account may be made by the Trustee from
time to time for
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<PAGE> 128
purposes other than distributions to Certificateholders, such purposes including
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it, and investment in Permitted Instruments.
Subject to certain restrictions, the Agreement permits the
amendment thereof by the Depositor, the Servicer and the Trustee. Subject to the
rights of the Certificate Insurer, the Agreement permits the Majority
Certificateholders to waive, on behalf of all Certificateholders, any default by
the Servicer in the performance of its obligations under the Agreement and its
consequences, except in a default in making any required distribution on a
Certificate. Any such consent or waiver by the Majority Certificateholders shall
be conclusive and binding on the holder of this Certificate and upon all future
holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate.
By accepting its Certificate, each Class A Certificateholder
agrees that unless a Certificate Insurer Default exists, the Certificate Insurer
shall have the right to exercise all rights of the Class A Certificateholders
under the Agreement and under the Class A Certificates without any further
consent of the Class A Certificateholders.
As provided in the Agreement and subject to certain
limitations therein set forth, including, without limitation, with respect to
the Class R Certificates, execution and delivery as appropriate of the Transfer
Affidavit and Agreement (Exhibit I to the Agreement) and the Transfer
Certificate (Exhibit I-1 to the Agreement) described in Section 4.02(i) of the
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee in New York, New York, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to, the Trustee, 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 aggregate undivided
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Class A or
Class R Certificates. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificate is exchangeable for a new
Certificate evidencing the same undivided ownership 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 may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Servicer, the Depositor, the Originator and the Trustee
and any agent of any of the foregoing, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
foregoing shall be affected by notice to the contrary.
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<PAGE> 129
The obligations created by the Agreement shall terminate upon
notice to the Trustee of: (i) the later of the distribution to
Certificateholders of the final payment or collection with respect to the last
Mortgage Loan (or Monthly Advances of same by the Servicer), or the disposition
of all funds with respect to the last Mortgage Loan and the remittance of all
funds due under the Agreement and the payment of all amounts due and payable to
the Certificate Insurer and the Trustee, (ii) the purchase by the Servicer of
all outstanding Mortgage Loans and REO Properties at a price determined as
provided in the Agreement (the exercise of the right of the Servicer to purchase
all the Mortgage Loans and property in respect of Mortgage Loans will result in
early retirement of the Certificates), the right of the Servicer to purchase
being subject to the Pool Principal Balance of the Mortgage Loans and REO
Properties at the time of purchase being less than five percent (5%) of the
Original Pool Principal Balance, or (iii) by the mutual consent of the Servicer,
the Certificate Insurer and all Certificateholders in writing. By its acceptance
of this Certificate, the Certificateholder hereby appoints the Servicer as its
attorney-in-fact to negotiate the sale and effect the transfer of a Class R
Certificate in accordance with Section 4.02(i) of the Agreement and to adopt a
plan of liquidation of the Trust Fund in accordance with Section 11.02 of the
Agreement.
B-3-5
<PAGE> 130
EXHIBIT B-4
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAW OF ANY STATE. ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY 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 AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (1) AN OPINION OF COUNSEL TO THE
TRUSTEE AND (2) AN AFFIDAVIT TO THE TRUSTEE THAT SUCH TRANSFEREE IS A PERMITTED
TRANSFEREE (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) OR AN AGENT OF A
PERMITTED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OF ANY TRANSFER OF THIS CLASS R CERTIFICATE TO A PERSON OTHER THAN A
PERMITTED TRANSFEREE OR AN AGENT OF A PERMITTED TRANSFEREE SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
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<PAGE> 131
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL
RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS
AND SEPARATE ACCOUNTS IN WHICH SUCH PLANS, ACCOUNTS OR ARRANGEMENTS ARE INVESTED
THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 ("CODE"), EXCEPT IN
ACCORDANCE WITH THE PROCEDURES DESCRIBED HEREIN.
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<PAGE> 132
MORTGAGE PASS-THROUGH CERTIFICATES
Series 1996-1
No._____
Date of Pooling and
Servicing Agreement:
As of March 1, 1996
Cut-Off Date: Percentage Interest of
February 29, 1996 this Certificate:
99.9999%
Servicer: Home Loan
and Investment Original Pool Principal
Bank, F.S.B. Balance: $54,103,729.22
First Remittance Date:
April 15, 1996
Latest Maturity Date:
Closing Date: August 15, 2026
March 20, 1996
Trustee: Bankers Trust
Company of California,
N.A.
This certifies that ________________ is the registered owner
of a Class R percentage interest (the "Percentage Interest") in certain
residential first and second mortgage loans (the "Mortgage Loans") serviced by
Home Loan and Investment Bank, F.S.B. (hereinafter called the "Servicer", in its
capacity as servicer under that certain Pooling and Servicing Agreement (the
"Agreement") dated as of March 1, 1996 among Home Loan and Investment Bank,
F.S.B., as servicer, Prudential Securities Secured Financing Corporation, as
depositor (the "Depositor") and Bankers Trust Company of California, N.A., as
trustee (the "Trustee"), and "Originator", in its capacity as originator under
that certain Unaffiliated Seller's Agreement dated as of March 1, 1996 between
the Depositor and Home Loan and Investment Bank, F.S.B., as originator, which
terms include any successor entity for the Servicer or the Originator, as the
case may be, under such agreements). The Mortgage Loans were originated or
acquired by the Originator. The Mortgage Loans will be serviced by the Servicer
pursuant to the terms and conditions of the Agreement, certain of the pertinent
provisions of which are set forth herein. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the holder of this Certificate
by virtue of the acceptance hereof assents
B-4-3
<PAGE> 133
and by which such holder is bound. The Mortgage Loans have aggregate outstanding
principal balances, at the close of business on the Cut-Off Date herein referred
to, after application of payments received by the Originator on or before such
date, of $54,103,729.22.
On each Remittance Date, commencing on April 15, 1996, the
Trustee shall distribute to the Person in whose name this Certificate is
registered on the last day of the month next preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of this Class R Certificate on such Remittance Date
pursuant to Section 5.04, 6.05 and 6.11 of the Agreement.
Distributions on this Certificate will be made by the Trustee
by wire transfer of immediately available funds to the account of the Person
entitled thereto as shall appear on the Certificate Register without the
presentation or surrender of this Certificate or the making of any notation
thereon, at a bank or other entity having appropriate facilities therefor, if
such Person shall have so notified the Trustee at least five business days prior
to the related Record Date, or by check mailed to the address of such Person
appearing in the Certificate Register. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency maintained for that purpose by the
Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates, Series 1996-1,
Class A-1, Class A-2, Class A-3 (together, the "Class A Certificates") and Class
R (together with the Class A Certificates, the "Certificates") and representing
undivided ownership of (i) such Mortgage Loans as from time to time are subject
to the Agreement, together with the Mortgage Files relating thereto and all
collections thereon and proceeds thereof (other than payments of interest that
accrued on each Mortgage Loan up to and including the Due Date occurring in
February 1996), (ii) such assets as from time to time are identified as REO
Property and collections thereon and proceeds thereof, assets that are deposited
in the Certificate Account or the Simple Interest Excess Sub-Account or the
Spread Account, including amounts on deposit in such Accounts and invested in
Permitted Instruments (iii) the Trustee's rights with respect to the Mortgage
Loans under all insurance policies required to be maintained pursuant to the
Agreement and any Insurance Proceeds, (iv) Liquidation Proceeds, (v) Released
Mortgaged Property Proceeds and (vi) the Spread Account. The Class R
Certificates are subordinated in right of payment to the Class A Certificates
and to the rights of the Certificate Insurer, to the extent set forth in the
Agreement.
The Certificates do not represent an obligation of, or an
interest in, the Depositor, the Originator, the Servicer, the Certificate
Insurer or the Trustee and are not insured or guaranteed by the Federal Deposit
Insurance Corporation, the Government National Mortgage Association, the Federal
Housing Administration or the Veterans Administration or any other governmental
agency. The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, Insured
B-4-4
<PAGE> 134
Payments under the Certificate Insurance Policies and amounts withdrawable from
the Spread Account, all as more specifically set forth herein and in the
Agreement. In the event Servicer funds are advanced with respect to any Mortgage
Loan, such advance is reimbursable to the Servicer from related recoveries on
such Mortgage Loan.
Financial Security Assurance Inc. (the "Certificate Insurer")
has issued a surety bond with respect to the Class A Certificates, a copy of
which is attached as Exhibit M to the Agreement.
As provided in the Agreement, deposits and withdrawals from
the Certificate Account and the Spread Account may be made by the Trustee from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement to the Servicer of advances made, or certain
expenses incurred, by it, and investment in Permitted Instruments.
Subject to certain restrictions, the Agreement permits the
amendment thereof by the Depositor, the Servicer and the Trustee. Subject to the
rights of the Certificate Insurer, the Agreement permits the Majority
Certificateholders to waive, on behalf of all Certificateholders, any default by
the Servicer in the performance of its obligations under the Agreement and its
consequences, except in a default in making any required distribution on a
Certificate. Any such consent or waiver by the Majority Certificateholders shall
be conclusive and binding on the holder of this Certificate and upon all future
holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate.
By accepting its Certificate, each Class A Certificateholder
agrees that unless a Certificate Insurer Default exists, the Certificate Insurer
shall have the right to exercise all rights of the Class A Certificateholders
under the Agreement and under the Class A Certificates without any further
consent of the Class A Certificateholders.
As provided in the Agreement and subject to certain
limitations therein set forth, including, without limitation, with respect to
the Class R Certificates, execution and delivery as appropriate of the Transfer
Affidavit and Agreement (Exhibit I to the Agreement) and the Transfer
Certificate (Exhibit I-1 to the Agreement) described in Section 4.02(i) of the
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee in New York, New York, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to, the Trustee, 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 aggregate undivided
Percentage Interest will be issued to the designated transferee or transferees.
No transfer of a Class R Certificate or any interest therein
shall be made to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to the Employee
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<PAGE> 135
Retirement Income Security Act of 1974, as amended ("ERISA"), or the Code (each,
a "Plan"), unless the prospective transferee of a Class R Certificate provides
the Servicer and the Trustee with a certification of facts and, at its own
expense, an Opinion of Counsel which establish to the satisfaction of the
Servicer and the Trustee that such transfer will not result in a violation of
Section 406 of ERISA or Section 4975 of the Code or cause the Servicer or the
Trustee to be deemed a fiduciary of such Plan or result in the imposition of an
excise tax under Section 4975 of the Code.
The Certificates are issuable only as registered Class A-1,
Class A-2, Class A-3 or Class R Certificates. As provided in the Agreement and
subject to certain limitations therein set forth, the Certificate is
exchangeable for a new Certificate evidencing the same undivided ownership
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 may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Servicer, the Depositor, the Originator and the Trustee
and any agent of any of the foregoing, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
foregoing shall be affected by notice to the contrary.
The obligations created by the Agreement shall terminate upon
notice to the Trustee of: (i) the later of the distribution to
Certificateholders of the final payment or collection with respect to the last
Mortgage Loan (or Monthly Advances of same by the Servicer), or the disposition
of all funds with respect to the last Mortgage Loan and the remittance of all
funds due under the Agreement and the payment of all amounts due and payable to
the Certificate Insurer and the Trustee, (ii) the purchase by the Servicer of
all outstanding Mortgage Loans and REO Properties at a price determined as
provided in the Agreement (the exercise of the right of the Servicer to purchase
all the Mortgage Loans and property in respect of Mortgage Loans will result in
early retirement of the Certificates), the right of the Servicer to purchase
being subject to the Pool Principal Balance of the Mortgage Loans and REO
Properties at the time of purchase being less than five percent (5%) of the
Original Pool Principal Balance, or (iii) by the mutual consent of the Servicer,
the Certificate Insurer and all Certificateholders in writing. By its acceptance
of this Certificate, the Certificateholder hereby appoints the Servicer as its
attorney-in-fact to negotiate the sale and effect the transfer of a Class R
Certificate in accordance with Section 4.02(i) of the Agreement and to adopt a
plan of liquidation of the Trust Fund in accordance with Section 11.02 of the
Agreement.
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<PAGE> 136
EXHIBIT C
FORM OF TRUST CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAW OF ANY STATE. ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL
RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS
AND SEPARATE ACCOUNTS IN WHICH SUCH PLANS, ACCOUNTS OR ARRANGEMENTS ARE INVESTED
THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 ("CODE"), EXCEPT IN
ACCORDANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Date of Pooling and Servicing Agreement:
March 1, 1996
Issue Date: March 20, 1996
First Remittance Date: April 15, 1996
Trustee: Bankers Trust Company of California, N.A.
TRUST CERTIFICATE
evidencing the entire beneficial ownership interest in a trust fund (the
"Residual Trust Fund" consisting primarily of the beneficial ownership interest
in the Class R Certificates (other than the Tax Matters Person Interest) in the
Trust Fund held by the Trustee under, and pursuant to the terms of the Agreement
(as defined below), any other residual interests hereafter conveyed to the
Residual Trust Fund and all proceeds of the foregoing.
This Trust Certificate does not represent an obligation of or
interest in Prudential Securities Secured Financing Corporation, the Trustee or
any of their affiliates.
This certifies that Home Loan and Investment Bank, F.S.B. is
the registered owner of the entire beneficial ownership interest in a trust fund
(the "Residual Trust Fund") created pursuant to that certain Pooling and
Servicing Agreement (the "Agreement") dated
C-1
<PAGE> 137
as of March 1, 1996 among Home Loan and Investment Bank, F.S.B., as servicer,
Prudential Securities Secured Financing Corporation, as depositor (the
"Depositor") and Bankers Trust Company of California, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Trust Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the holder of this Trust Certificate by virtue of the
acceptance hereof assents and by which such holder is bound.
On each Remittance Date, commencing on April 15, 1996, the
Trustee shall distribute to the Person in whose name this Certificate is
registered on the last day of the month next preceding the month of such
distribution (the "Record Date"), in an amount equal to the aggregate of the
distributions received by the Trustee in respect of the Class R Certificates
(other than the Tax Matters Person Interest) and any other residual interests
hereafter conveyed to the Residual Trust Fund.
Distributions on this Certificate will be made or caused to be
made by or on behalf of the Trustee by wire transfer of immediately available
funds to the account of the Person entitled thereto if such Person shall have so
notified the Trustee at least five business days prior to the related Record
Date, or by check mailed to the address of such Person entitled thereto.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York. Upon the final
distribution of the Trust Certificate, the Trust Certificateholder will be
entitled to any funds or other assets remaining in the Trust Certificate
Account.
This Trust Certificate represents the entire ownership of the
Residual Trust Fund consisting of: (i) the entire beneficial ownership interest
in the Class R Certificate (other than the portion representing the Tax Matters
Person Residual Interest), (ii) all distributions in respect of the Class R
Certificate (other than the portion representing the Tax Matters Person Residual
Interest), (iii) any property delivered to the Trustee hereafter and designated
by the transferor thereof to be part of the Residual Trust Fund and (iv) amounts
held from time to time by the Trustee in the Trust Certificate Account. The
Trust Certificate has no principal amount and is not entitled to payments of
interest.
As provided in the Agreement, amounts held by the Residual
Trust Fund are subject to certain claims of Financial Security Assurance Inc.
which are prior to the right of the Holder of this Trust Certificate to receive
distributions.
No transfer of this Trust Certificate or any interest therein
shall be made to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or the Code (each, a "Plan"), unless
the prospective transferee of this Trust Certificate provides the Servicer and
the Trustee with a certification of facts and, at its own expense, an Opinion of
Counsel
C-2
<PAGE> 138
which establish to the satisfaction of the Servicer and the Trustee that such
transfer will not result in a violation of Section 406 of ERISA or Section 4975
of the Code or cause the Servicer or the Trustee to be deemed a fiduciary of
such Plan or result in the imposition of an excise tax under Section 4975 of the
Code.
The Trust Certificateholder may not, directly or indirectly,
sell, assign or otherwise in any manner dispose of all or any part of its
interest in the Trust Certificate unless the Trustee has received an Opinion of
Counsel to the effect that such transfer will not affect the intended treatment
of the Residual Trust Fund provided in Section 12.01(e) of the Agreement.
The obligations created by the Agreement and the Residual
Trust shall terminate upon notice to the Trustee of the earlier of (i) the final
distribution or other disposition with respect to the Residual Trust Fund, (ii)
the payment in full of all obligations secured by the Pledge Agreement or (iii)
the consent of the Certificate Insurer.
C-3
<PAGE> 139
EXHIBIT E-1
FORM OF TRUSTEE INITIAL CERTIFICATION
____________, 19__
[Depositor]
[Certificate Insurer]
[Servicer]
Re: Pooling and Servicing Agreement, dated as of March 1, 1996
among Prudential Securities Secured Financing Corporation, as
Depositor, Home Loan and Investment Bank, F.S.B., as Servicer,
and Bankers Trust Company of California, N.A., as Trustee,
Mortgage Pass-Through Certificates, Series 1996-1, Class A-1,
Class A-2, Class A-3 and Class R
Ladies and Gentlemen:
In accordance with Section 2.03 of the above-captioned Pooling
and Servicing Agreement, the undersigned, as Trustee, hereby certifies, except
as noted on the attachment hereto, if any (the "Loan Exception Report"), it has
received the items listed in Section 2.02(a)-(e) with respect to each Mortgage
Loan listed in the Mortgage Loan Schedule and the documents contained therein
appear to bear original signatures or copies of originals if the originals have
not yet been delivered.
The Trustee has made no independent examination of any such
documents beyond the review specifically required in the above-referenced
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any such
documents or any of the Mortgage Loans identified on the Mortgage Loan Schedule,
or (ii) the collectability, insurability, effectiveness or suitability of any
such Mortgage Loan.
E-1-1
<PAGE> 140
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.
Bankers Trust Company of California,
N.A., as Trustee
By:_________________________________
Name:_______________________________
Title:______________________________
E-1-2
<PAGE> 141
EXHIBIT E-2
FORM OF TRUSTEE INTERIM CERTIFICATION
____________, 19__
[Certificate Insurer]
[Depositor]
[Servicer]
Re: Pooling and Servicing Agreement, dated as of March 1, 1996
among Prudential Securities Secured Financing Corporation, as
Depositor, Home Loan and Investment Bank, F.S.B., as Servicer,
and Bankers Trust Company of California, N.A., as Trustee,
Mortgage Pass-Through Certificates, Series 1996-1, Class A-1,
Class A-2, Class A-3 and Class R
Ladies and Gentlemen:
In accordance with the provisions of Section 2.03 of the
above-referenced Pooling and Servicing Agreement, the undersigned, as Trustee,
hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan listed
on the attachment hereto), it has reviewed the documents delivered to it
pursuant to Section 2.02 of the Pooling and Servicing Agreement and has
determined that (i) all documents required to be delivered to it pursuant to the
above-referenced Pooling and Servicing Agreement are in its possession (other
than those listed in Section 2.02(f)), (ii) such documents have been reviewed by
it and appear regular on their face and have not been mutilated, damaged, torn
or otherwise physically altered and relate to such Mortgage Loan, (iii) based on
its examination and only as to the foregoing documents, the information set
forth in the Mortgage Loan Schedule (other than items (i), (vii), (ix) and
(xiii)(b), (c), (d) and (e) of the definition of Mortgage Loan Schedule)
respecting such Mortgage Loan accurately reflects the information set forth in
the Trustee's Mortgage File and (iv) each Mortgage Note has been endorsed as
provided in Section 2.02 of the Pooling and Servicing Agreement. The Trustee has
made no independent examination of such documents beyond the review specifically
required in the above-referenced Pooling and Servicing Agreement. The Trustee
makes no representations as to: (i) the validity, legality, enforceability or
genuineness of any such documents contained in each or any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
E-2-1
<PAGE> 142
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.
Bankers Trust Company of California,
N.A., as Trustee
By:_________________________________
Name:_______________________________
Title:______________________________
E-2-2
<PAGE> 143
EXHIBIT F
FORM OF TRUSTEE FINAL CERTIFICATION
_______________, 19__
[Certificate Insurer]
[Servicer]
[Depositor]
Re: Pooling and Servicing Agreement, dated as of March 1, 1996
among Prudential Securities Secured Financing Corporation, as
Depositor, Home Loan and Investment Bank, F.S.B., as Servicer,
and Bankers Trust Company of California, N.A., as Trustee,
Mortgage Pass-Through Certificates, Series 1996-1, Class A-1,
Class A-2, Class A-3 and Class R
Ladies and Gentlemen:
In accordance with Section 2.03 of the above-captioned Pooling
and Servicing Agreement, the undersigned, as Trustee, hereby certifies that,
except as noted on the attachment hereto, as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on
the attachment hereto) it has reviewed the documents delivered to it pursuant to
Section 2.02 of the Pooling and Servicing Agreement and has determined that (i)
all documents required to be delivered to it pursuant to the above-referenced
Pooling and Servicing Agreement are in its possession (other than those listed
in Section 2.02(f)), (ii) such documents have been reviewed by it and appear
regular on their face and have not been mutilated, damaged, torn or otherwise
physically altered and relate to such Initial Mortgage Loan, (iii) based on its
examination, and only as to the foregoing documents, the information set forth
in the Mortgage Loan Schedule (other than items (i), (vii), (ix) and (xiii)(b),
(c), (d) and (e) of the definition of Mortgage Loan Schedule) respecting such
Initial Mortgage Loan accurately reflects the information set forth in the
Trustee's Mortgage File and (iv) each Mortgage Note has been endorsed as
provided in Section 2.02 of the Pooling and Servicing Agreement. The Trustee has
made no independent examination of such documents beyond the review specifically
required in the above-referenced Pooling and Servicing Agreement. The Trustee
makes no representations as to: (i) the validity, legality, enforceability or
genuineness of any such documents contained in each or any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
F-1
<PAGE> 144
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.
Bankers Trust Company of California,
N.A., as Trustee
By:_________________________________
Name:_______________________________
Title:______________________________
F-2
<PAGE> 145
EXHIBIT G
MORTGAGE LOAN SCHEDULE
G-1
<PAGE> 146
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049718 ACTON 116 KENCREST DR ROCHESTER NY 14606
00000000000000049400 ADAMO 15 HANCOCK COURT PLAINSBORO NJ 08536
00000000000000049007 ADAMS 96 NOTTINGHAM RD RAMSEY NJ 07446
00000000000000049651 ADAMS 141923 SHELMIRE AVE PHILADELPHIA PA 19111
00000000000000050268 AFURONG 39 FOREST ROAD CEDAR GROVE NJ 07009
00000000000000049189 AGOT 365 NEW BEDFORD DR VALLEJO CA 94591
00000000000000049547 AGURKIS 127E CEDAR AVE OAKLYN NJ 08107
00000000000000049446 AIKENS 400 DODGE ROAD GETZVILLE NY 14068
00000000000000049251 ALBANESE 19 SOMERSET LN PUTNAM VALLEY NY 10579
00000000000000049621 ALLDER 324 STAPLETON RD SPRINGFIELD MA 01109
00000000000000050494 ALLEN 117 CHICAGO BLVD SOUTH PACIFIC WA 98047
00000000000000050050 ALLIS 4196E 113TH PLACE THORNTON CO 80233
00000000000000050195 ALSON 465 13TH STREET BROOKLYN NY 11215
00000000000000049890 ALSTON 22 ARROW COURT CENTRAL ISLIP NY 11722
00000000000000049642 ANDALINA 3064 CRESTWOOD LANE GLENVIEW IL 60025
00000000000000050078 ANDERSON 60 SCENIC RD LEBANON CT 06249
00000000000000050190 ANDERSON 3176 DITMAR ROAD WEEDSPORT NY 13166
00000000000000050536 ANDREWS 3430 STRASSER DR SPARKS NV 89431
00000000000000049624 ANEAS 4613N 12TH PLACE PHOENIX AZ 85014
00000000000000049708 ANGLE 2800- 2802 SEAFORD RD SEAFORD VA 23696
00000000000000050084 ANTHONE 1234S BAHAMA STREET AURORA CO 80017
00000000000000049704 ANTOLINO 21 LINCOLN AVE GOSHEN NY 10924
00000000000000049900 ARAGON 413E MISSOURI AVE FOUNTAIN CO 80817
00000000000000049793 ARCHER 2501 CACTUS DRIVE COLORADO SPRING CO 80911
00000000000000049027 ARNOLD 2731 MEETINGHOUSE RD BOOTHWYN PA 19061
00000000000000050089 ARTHUR 700 AUTUMN AVE BROOKLYN NY 11208
00000000000000049566 ASPINALL 4161 GUNTHER AVE BRONX NY 10466
00000000000000048924 ASPREA 35 WICKHAM DRIVE WARWICK NY 10990
00000000000000049320 AUBIN 137 PAPINEU AVE WOONSOCKET RI 02895
00000000000000048929 AUSTIN 38 OLNEY STREET DORCHESTER MA 02121
00000000000000050141 AUTEN 3568 STONY POINT RD GRAND ISLAND NY 14072
00000000000000050154 AVELLAR 18 TRACY STREET ACUSHNET MA 02743
00000000000000048923 AYALA 91-38 121ST STREET RICHMOND HILL NY 11418
00000000000000049891 BABU 216 ROBAT STREET PHILADELPHIA PA 19120
00000000000000050402 BAEZ 938E BROWN STREET GLOUCESTER CITY NJ 08030
00000000000000050107 BAKER 238 WILLARD AVENUE STATEN ISLAND NY 10314
00000000000000050512 BALUYOT 382 6TH STREET ATCO NJ 08004
00000000000000048789 BANASZEK 2488 FOXIANNA ROAD MIDDLETOWN PA 17057
00000000000000050552 BANKS 7973 PROVIDENT ST PHILADELPHIA PA 19150
</TABLE>
<TABLE>
<CAPTION>
Loan Curr Principal Orig Principal Due Curr Note Maturity Rem
Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049718 62,914.60 63,000.00 0.80000 566.43 1/01/16
00000000000000049400 90,284.34 91,790.00 0.79000 755.14 10/01/10
00000000000000049007 32,362.58 32,704.00 0.80000 301.65 9/01/15
00000000000000049651 52,801.38 53,000.00 0.61000 449.53 12/1/25
00000000000000050268 147,351.35 148,000.00 0.80000 1283.45 12/1/15
00000000000000049189 16,668.18 16,829.00 0.80000 170.6 11/1/10
00000000000000049547 23,585.57 23,772.00 0.80000 217.72 10/1/15
00000000000000049446 26,830.15 27,000.00 0.71000 285.21 12/1/10
00000000000000049251 13,651.78 14,000.00 0.79000 290.55 12/1/00
00000000000000049621 43,894.77 44,000.00 0.59000 401.56 12/1/15
00000000000000050494 76,000.00 76,000.00 0.68000 649.48 2/1/16
00000000000000050050 29,116.27 29,264.00 0.80000 370.55 1/1/06
00000000000000050195 40,000.00 40,000.00 0.46000 354.51 2/1/16
00000000000000049890 11,891.00 11,891.00 0.57000 246.78 1/1/06
00000000000000049642 83,297.61 83,446.00 0.58000 804.72 12/1/15
00000000000000050078 41,166.49 41,192.00 0.46000 337.39 1/1/11
00000000000000050190 59,250.00 59,250.00 0.75000 514.19 2/1/16
00000000000000050536 14,253.00 14,253.00 0.80000 142.79 2/1/11
00000000000000049624 44,793.99 45,000.00 0.73000 442.87 12/1/10
00000000000000049708 44,644.58 45,000.00 0.73000 404.59 12/1/15
00000000000000050084 73,373.53 73,600.00 0.72000 671.7 1/1/16
00000000000000049704 43,962.03 44,000.00 0.61000 395.6 1/1/16
00000000000000049900 55,826.99 56,000.00 0.71000 485.63 1/1/16
00000000000000049793 51,931.74 52,000.00 0.71000 474.57 1/1/16
00000000000000049027 61,959.46 62,457.00 0.46000 598.6 11/1/15
00000000000000050089 77,079.00 77,079.00 0.42000 754.07 1/1/11
00000000000000049566 80,719.99 80,730.00 0.68000 725.83 12/1/15
00000000000000048924 107,744.79 108,000.00 0.80000 829.67 11/1/10
00000000000000049320 79,060.47 79,269.00 0.79000 687.42 12/1/15
00000000000000048929 26,127.53 26,400.00 0.80000 267.61 11/1/10
00000000000000050141 76,600.00 76,600.00 0.55000 749.38 2/1/11
00000000000000050154 34,370.17 34,506.00 0.32000 360.12 1/1/11
00000000000000048923 28,005.80 28,465.00 0.76000 288.55 11/1/10
00000000000000049891 12,655.60 12,729.00 0.78000 161.18 1/1/06
00000000000000050402 53,857.78 54,000.00 0.80000 414.84 12/1/10
00000000000000050107 81,795.32 81,967.00 0.42000 736.96 2/1/16
00000000000000050512 39,491.31 40,000.00 0.61000 521.99 12/1/05
00000000000000048789 25,127.44 25,331.00 0.80000 256.78 11/1/10
00000000000000050552 21,763.00 21,763.00 0.36000 211.64 2/1/11
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 1 OF 26
<PAGE> 147
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000048717 BARBER 2621 PRATT STREET PHILADELPHIA PA 19137
00000000000000050472 BARBER MAPLECREST RD HENSONVILLE NY 12439
00000000000000050309 BARNES 38 BROADMEADOW DRIVE LUNENBURG MA 01462
00000000000000050388 BARRELLA 99 ARIZONA AVE LONG BEACH NY 11561
00000000000000048913 BARRY 12 SLEEPY HOLLOW RD STATEN ISLAND NY 10314
00000000000000049952 BARTUS 34 BLACKINTON RD NEW SALEM MA 01364
00000000000000050408 BASARA 316 CARSON STREET PHILADELPHIA PA 19128
00000000000000049921 BASHAM 612 C AVE BOULDER CITY NV 89005
00000000000000049071 BASKERVILLE 355 NEW YORK AVENUE BROOKLYN NY 11213
00000000000000049803 BASS 10425N 43RD PLACE PHOENIX AZ 85028
00000000000000049431 BAUCH 170 BEECHWOOD DRIVE WAYNE NJ 07470
00000000000000046616 BEAUDOIN 30 BIRCHBROW AVENUE WEYMOUTH MA 02191
00000000000000050713 BECK 593 HENRY ST JACKSON NJ 08527
00000000000000049497 BEDARD 326 HEMSTREET RD SCHAGTICOKE NY 12154
00000000000000049386 BEEHLER 618 LEONARD LANE TOBYHANNA PA 18466
00000000000000048594 BELMONTI 116N 50TH STREET PHILADELPHIA PA 19139
00000000000000050714 BELTRAN 242W HUDSON AVE ENGLEWOOD NJ 07631
00000000000000049250 BENNETT 26 CRYSTAL DR EAST HAMPTON NY 11937
00000000000000050232 BENT 2228 DEMETRIUS AVENUE LAS VEGAS NV 89101
00000000000000049122 BENUN 98 JEROME AVENUE DEAL NJ 07723
00000000000000049925 BENZ 585N BELMONT ST PORTERVILLE CA 93257
00000000000000049437 BERGHORN 35 WILLOW WAY WEST PATERSON NJ 07424
00000000000000048620 BERLANGA 2000 FRANKLIN RD VALLEY STREAM NY 11580
00000000000000049868 BERTHOLIC 428 VICTORY HWY BURRILLVILLE RI 02830
00000000000000049347 BERTOT 23L RANGE RD EPSOM NH 03234
00000000000000049500 BESAW 905 MONTGOMERY STREET CHICOPEE MA 01013
00000000000000050306 BESSETTE 56 HUNTER DRIVE CUMBERLAND RI 02864
00000000000000049754 BEST 206 VAN NOSTRAND AVE JERSEY CITY NJ 07305
00000000000000048855 BESTER 1144 KEITH DRIVE COLORADO SPRING CO 80916
00000000000000049989 BETTS 8507 SHADEWAY PLACE SPRINGFIELD VA 22153
00000000000000050515 BEVERETT 22 VOORHEES STREET NEWARK NJ 07108
00000000000000049636 BEY 121 SOLOMON AVE INWOOD NY 11096
00000000000000050180 BEYER 12W MAPLE STREET TONAWANDA NY 14150
00000000000000050611 BHAGIRATH 218 FAIRMAN ST YUBA CITY CA 95991
00000000000000049627 BILL 2392 FIG STREET LAKEWOOD CO 80228
00000000000000048812 BINDER 2106N 7TH STREET COLORADO SPRING CO 80907
00000000000000049282 BINGHAM 405W HOSPITAL ST TAYLOR PA 18517
00000000000000049162 BIRTH 1391 DEER CREEK LANE RENO NV 89506
00000000000000049710 BISHOP 146 SUNNYSIDE RD NORTH QUEENSBURY NY 12804
</TABLE>
<TABLE>
<CAPTION>
Loan Curr Principal Orig Principal Due Curr Note Maturity Rem
Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000048717 43,062.71 44,259.00 0.70000 560.42 11/1/05
00000000000000050472 16,500.00 16,500.00 0.65000 177.21 2/1/11
00000000000000050309 27,950.00 27,950.00 0.64000 249.5 2/1/16
00000000000000050388 12,046.00 12,046.00 0.80000 120.68 2/1/11
00000000000000048913 134,182.01 134,713.00 0.71000 1273.35 11/1/15
00000000000000049952 14,940.30 15,000.00 0.75000 152.06 1/1/11
00000000000000050408 32,000.00 32,000.00 0.80000 313.06 2/1/11
00000000000000049921 32,608.70 32,863.00 0.80000 333.13 1/1/11
00000000000000049071 51,010.02 51,826.00 0.76000 656.23 11/1/05
00000000000000049803 44,681.87 45,000.00 0.65000 461.43 12/1/15
00000000000000049431 48,175.05 48,400.00 0.80000 443.28 10/1/15
00000000000000046616 17,583.47 18,416.00 0.90000 274.87 6/1/05
00000000000000050713 133,817.56 134,000.00 0.80000 1162.04 12/1/15
00000000000000049497 91,637.00 91,637.00 0.70000 736.68 12/1/10
00000000000000049386 63,767.43 64,000.00 0.80000 555.01 12/1/15
00000000000000048594 34,585.86 34,875.00 0.75000 321.68 10/1/15
00000000000000050714 84,781.68 85,209.00 0.44000 766.1 12/1/15
00000000000000049250 31,588.84 32,052.00 0.20000 315.45 12/1/10
00000000000000050232 64,921.74 65,088.00 0.73000 495.41 1/1/11
00000000000000049122 94,273.82 95,000.00 0.59000 876.24 9/1/15
00000000000000049925 112,624.60 113,000.00 0.54000 979.93 1/1/16
00000000000000049437 88,089.85 88,503.00 0.66000 705.76 10/1/25
00000000000000048620 18,644.08 18,897.00 0.80000 191.56 11/1/10
00000000000000049868 37,956.21 38,441.00 0.51000 450.1 1/1/16
00000000000000049347 22,898.41 23,000.00 0.46000 242.96 12/1/10
00000000000000049500 95,043.79 95,200.00 0.80000 731.34 12/1/10
00000000000000050306 87,399.00 87,399.00 0.58000 855.03 2/1/11
00000000000000049754 54,210.28 54,300.00 0.57000 464.53 10/1/10
00000000000000048855 51,564.25 52,000.00 0.58000 527.11 11/1/10
00000000000000049989 217,969.72 219,400.00 0.71000 1685.45 1/1/11
00000000000000050515 27,580.18 27,650.00 0.31000 265 12/1/15
00000000000000049636 40,918.00 41,114.00 0.52000 416.77 12/1/10
00000000000000050180 61,313.00 61,313.00 0.72000 508.66 2/1/11
00000000000000050611 32,942.00 32,942.00 0.47000 291.96 2/1/16
00000000000000049627 31,452.05 31,700.00 0.79000 254.84 12/1/10
00000000000000048812 17,237.85 17,488.00 0.75000 228.21 11/1/05
00000000000000049282 70,790.65 71,200.00 0.80000 700.72 12/1/10
00000000000000049162 76,071.42 76,500.00 0.63000 663.41 11/1/15
00000000000000049710 26,474.84 26,753.00 0.71000 338.76 12/1/05
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 2 OF 26
<PAGE> 148
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049635 BLAINE 150 HORTON RD WASHINGTONVILLE NY 10992
00000000000000050239 BLAINE 26 TINTON FALLS ROAD FARMINDALE NJ 07727
00000000000000049798 BLAKE 8 FREEDOM AVE NEW FREEDOM PA 17349
00000000000000050254 BLAND 12905N COUNTY RD 15 WELLINGTON CO 80549
00000000000000048775 BLUM 6 ROXTON RD PLAINVIEW NY 11803
00000000000000048681 BLUMENFELD 48 KENWOOD LANE NEW CITY NY 10956
00000000000000050054 BOARDMAN 8216E PONDEROSA LANE PARKER CO 80134
00000000000000049734 BOEHMER 161 DAUB ROAD MYERSTOWN PA 17067
00000000000000050368 BOEVIN 286 RT 50 GANSEVOORT NY 12831
00000000000000050040 BOHL RR1 BOX 109B BARBER LN EAST BERNE NY 12059
00000000000000048978 BONDS 486 CHAMPLAIN AVENUE WEST HEMPSTEAD NY 11552
00000000000000048709 BONITO 256 EDGEWOOD AVE TONAWANDA NY 14223
00000000000000049618 BOOK 234 SCHOOLHOUSE RD LANCASTER PA 17603
00000000000000050400 BOULAZERIS 5505 VENTNOR AVE VENTNOR NJ 08406
00000000000000048947 BOWERS 1604 VERBENA ST DENVER CO 80220
00000000000000048863 BOYCE 143-18 185TH STREET SPRINGFIELD GAR NY 11413
00000000000000049376 BOYD 7400 HILL RD PHILADELPHIA PA 19128
00000000000000050339 BOYD 513 BOWMAN AVE LAS VEGAS NV 89106
00000000000000050272 BRAMWELL 1528 WYNDMOOR AVE HILLSIDE NJ 07205
00000000000000050214 BRANCH 142-16 222ND STREET LAURELTON NY 11413
00000000000000049361 BRANDEFINE 87 LOGAN AVENUE STATEN ISLAND NY 10301
00000000000000050193 BRANT 8 BROWNING DRIVE GREENLAWN NY 11738
00000000000000048888 BRASEFIELD 224 VILLA AVENUE NORTH PROVIDENC RI 02904
00000000000000048982 BROBECK 165 SUNRISE DR IRWIN PA 15642
00000000000000049264 BROMUND 19 CHRISTOPHER DR WEST SENECA NY 14224
00000000000000049454 BROOKS 1654S FLANDERS WAY AURORA CO 80017
00000000000000049246 BROWN 109-61 133RD STREET RICHMOND HILL NY 11420
00000000000000049545 BROWN 3510 MARLTON PIKE PENNSAUKEN NJ 08109
00000000000000050194 BROWN 1501 PRESIDENT STREET BROOKLYN NY 11213
00000000000000050453 BROWN 3016S ELATI STREET ENGLEWOOD CO 80110
00000000000000049084 BRUCH 475 VIA DEL PLANO NOVATO CA 94949
00000000000000049414 BRUNMEIER 1270 LOS MEADOWS DR LAS VEGAS NV 89110
00000000000000049016 BRYANT 10 OVERLOOK DRIVE HILTON NY 14468
00000000000000050302 BUCCELLA 8472 PALMADA DRIVE LAS VEGAS NV 89123
00000000000000050590 BUCHANAN 8613 PATTON RD WYNDMOOR PA 19118
00000000000000049753 BURKE 97 GREENWOOD AVE PEQUANNOCK NJ 07440
00000000000000049892 BURKE 122 TREE ROAD CENTEREACH NY 11720
00000000000000050000 BURKS 2532 VINE STREET DENVER CO 80205
00000000000000047906 BURMESTER 11 15 BREDDER CT ELMWOOD PARK NJ 07407
</TABLE>
<TABLE>
<CAPTION>
Loan Curr Principal Orig Principal Due Curr Note Maturity Rem
Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049635 55,946.71 56,100.00 0.76000 504.39 12/1/15
00000000000000050239 23,458.92 23,598.00 0.25000 212.17 12/1/15
00000000000000049798 87,050.35 88,000.00 0.80000 676.03 12/1/10
00000000000000050254 11,584.17 11,750.00 0.68000 122.63 2/1/11
00000000000000048775 33,027.63 33,450.00 0.65000 331.72 11/1/15
00000000000000048681 17,868.45 18,000.00 0.76000 182.47 11/1/10
00000000000000050054 31,810.47 31,906.00 0.80000 323.43 1/1/11
00000000000000049734 77,843.66 78,303.00 0.67000 782.14 12/1/10
00000000000000050368 22,600.00 22,600.00 0.28000 291.08 2/1/06
00000000000000050040 20,000.00 20,000.00 0.14000 196.84 1/1/11
00000000000000048978 81,251.36 81,517.00 0.58000 781.27 11/1/15
00000000000000048709 52,516.30 53,571.00 0.62000 527.54 10/1/10
00000000000000049618 56,917.92 57,267.00 0.69000 496.62 12/1/15
00000000000000050400 104,558.11 105,000.00 0.38000 958.27 12/1/15
00000000000000048947 38,603.37 39,259.00 0.75000 402.88 11/1/10
00000000000000048863 72,332.49 72,500.00 0.48000 628.72 11/1/15
00000000000000049376 16,761.55 17,000.00 0.43000 179.58 12/1/10
00000000000000050339 48,000.00 48,000.00 0.80000 413.22 2/1/16
00000000000000050272 103,862.23 104,000.00 0.80000 798.94 12/1/10
00000000000000050214 115,000.00 115,000.00 0.64000 990.01 2/1/16
00000000000000049361 122,769.28 123,435.00 0.77000 948.24 12/1/10
00000000000000050193 66,955.00 66,955.00 0.72000 674.73 2/1/11
00000000000000048888 47,854.08 48,000.00 0.66000 368.74 11/1/10
00000000000000048982 16,555.76 16,700.00 0.75000 176.41 11/1/10
00000000000000049264 62,635.74 62,900.00 0.80000 565.53 12/1/15
00000000000000049454 21,993.96 22,253.00 0.80000 461.83 12/1/00
00000000000000049246 66,445.42 66,657.00 0.56000 578.05 12/1/15
00000000000000049545 64,267.30 65,600.00 0.69000 813.35 10/1/05
00000000000000050194 107,000.00 107,000.00 0.50000 921.14 2/1/16
00000000000000050453 45,500.00 45,500.00 0.45000 431.94 2/1/11
00000000000000049084 43,665.53 44,080.00 0.80000 446.83 11/1/10
00000000000000049414 24,242.22 25,000.00 0.79000 316.56 12/1/05
00000000000000049016 35,859.39 36,000.00 0.76000 323.67 11/1/15
00000000000000050302 12,698.88 12,900.00 0.78000 267.1 2/1/01
00000000000000050590 85,215.00 85,215.00 0.66000 715.92 2/1/11
00000000000000049753 84,353.06 85,000.00 0.50000 737.12 10/1/15
00000000000000049892 14,953.84 15,000.00 0.15000 136.9 1/1/16
00000000000000050000 71,836.38 71,908.00 0.77000 623.58 1/1/16
00000000000000047906 61,432.09 62,000.00 0.44000 604.49 7/1/15
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 3 OF 26
<PAGE> 149
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050589 BURRUEL 7221S WESTOVER AVE TUCSON AZ 85746
00000000000000050013 BUSSIAN 19 NORTH BROWN STREET GLOUCESTER CITY NJ 08030
00000000000000048613 BUTLER 113-05 203RD STREET QUEENS NY 11412
00000000000000049974 BUTLER 5121 INDIAN TOWN RD VERNON NY 13476
00000000000000050393 BUTLER 209 UNION AVE UNION BEACH NJ 07735
00000000000000049883 BUTTNER 36 LAWRENCE DRIVE HACKETTSTOWN NJ 07840
00000000000000049645 BYRNES 221 TREADWELL AVE STATEN ISLAND NY 10302
00000000000000050310 CADMAN 100 DUNCAN CIRCLE WARWICK RI 02886
00000000000000049117 CALAFATI 513 BROAD STREET CAPE MAY NJ 08204
00000000000000050473 CALLAHAN 24 FAIRVIEW ST ROSLINDALE MA 02131
00000000000000049199 CAMPBELL 131-79 233RD STREET LAURELTON NY 11422
00000000000000049657 CAMPBELL 2405 ROUTE #11A LAFAYETTE NY 13084
00000000000000048774 CAMPISI 30 MILBURN RD CENTEREACH NY 11720
00000000000000049039 CANADAY 1151 ALTER WAY BROOMFIELD CO 80020
00000000000000050072 CANNATA 805 STRONGS ROAD COPIAGUE NY 11726
00000000000000049233 CANNIE 568 CENTERWOOD STREET N BABYLON NY 11704
00000000000000050048 CAPALETY 13525 FALCON HWY PEYTON CO 80831
00000000000000048860 CAPONETTO 462 BRONXVILLE ROAD BRONXVILLE NY 10708
00000000000000049660 CAPPELLO 202 CLARK AVE MAHWAH NJ 07430
00000000000000049966 CAPUTO 232 AMBER STREET STATEN ISLAND NY 10306
00000000000000050033 CARDINAL 412 JERUSALEM ROAD SCOTCH PLAINS NJ 07076
00000000000000050123 CARLTON 3081W SUSSEX WAY FRESNO CA 93722
00000000000000049590 CARNEY 329E RIDGEWOOD AVE ABESCON NJ 08201
00000000000000050158 CARR 738 TAYLOR DRIVE FOLCROFT PA 19032
00000000000000049042 CARROLL 1917 MEADOWBROOK RD FEASTERVILLE PA 19053
00000000000000049008 CARTER 52 SHADOWY LANE WEST MILFORD NJ 07480
00000000000000050276 CASALE 530 PARKER ST NEWARK NJ 07104
00000000000000049958 CASERTA 6 PELICAN ROAD LEVITTOWN NY 11756
00000000000000049805 CASEY 233 RESERVOIR ST HOLDEN MA 01520
00000000000000050136 CASTANZA 124 CORNELL DRIVE DEPEW NY 14043
00000000000000050211 CATANIA 60 CHARLESTOWN RD SNYDER NY 14226
00000000000000049850 CAVACO 155 OVERFIELD RD EAST GREENWICH RI 02818
00000000000000049646 CECCARELLI 6869W SIERRA ST PEORIA AZ 85345
00000000000000048755 CERUTTI 212 VAN WORMER DRIVE GUILDERLAND NY 12085
00000000000000049091 CETRONE 8 RAYMOND PL WEST NEWTON MA 02165
00000000000000049506 CHAMBERLAIN HIDDEN LAKE RD STODDARD NH 03464
00000000000000048630 CHAPILLIQUEN 104-44 43RD AVENUE CORONA NY 11368
00000000000000049148 CHAUSSE 16 TUNK CITY RD KILLINGLY CT 06239
00000000000000049980 CHAVEZ 945 DELPHI DRIVE LAFAYETTE CO 80026
</TABLE>
<TABLE>
<CAPTION>
Loan Curr Principal Orig Principal Due Curr Note Maturity Rem
Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050589 68,000.00 68,000.00 0.80000 581.12 2/1/16
00000000000000050013 37,769.20 38,193.00 0.48000 348.57 11/1/15
00000000000000048613 102,091.95 102,400.00 0.80000 888.01 11/1/15
00000000000000049974 43,886.79 44,000.00 0.62000 401.56 1/1/16
00000000000000050393 52,111.11 52,366.00 0.70000 454.12 12/1/15
00000000000000049883 99,670.77 99,883.00 0.70000 847.17 11/1/25
00000000000000049645 54,237.00 54,300.00 0.47000 423.31 12/1/25
00000000000000050310 49,470.00 49,470.00 0.53000 455.51 2/1/11
00000000000000049117 80,933.85 81,600.00 0.80000 739.44 9/1/15
00000000000000050473 27,295.00 27,295.00 0.80000 243.66 2/1/16
00000000000000049199 131,200.18 132,000.00 0.80000 1144.7 12/1/15
00000000000000049657 39,959.57 40,412.00 0.73000 368.82 12/1/15
00000000000000048774 42,788.32 42,842.00 0.46000 404.96 11/1/15
00000000000000049039 73,859.92 74,338.00 0.66000 678.43 11/1/15
00000000000000050072 41,460.76 41,600.00 0.36000 406.98 1/1/11
00000000000000049233 74,320.86 74,842.00 0.62000 717.29 12/1/15
00000000000000050048 90,000.00 90,000.00 0.75000 780.48 1/1/16
00000000000000048860 111,788.99 112,000.00 0.56000 860.39 11/1/10
00000000000000049660 19,776.16 20,000.00 0.75000 205.84 10/1/10
00000000000000049966 55,680.00 55,680.00 0.27000 427.74 1/1/11
00000000000000050033 40,553.79 40,818.00 0.75000 413.77 11/1/10
00000000000000050123 15,868.58 16,000.00 0.22000 199.67 1/1/06
00000000000000049590 89,316.68 89,600.00 0.80000 777.01 10/1/15
00000000000000050158 61,786.72 61,907.00 0.79000 532.95 1/1/16
00000000000000049042 39,078.61 39,304.00 0.47000 353.38 11/1/15
00000000000000049008 24,993.68 25,327.00 0.80000 258.25 9/1/10
00000000000000050276 36,592.51 37,300.00 0.75000 599.94 12/1/02
00000000000000049958 33,886.92 34,000.00 0.75000 305.69 1/1/16
00000000000000049805 96,250.89 96,641.00 0.68000 807.75 1/1/16
00000000000000050136 38,500.00 38,500.00 0.44000 331.44 2/1/16
00000000000000050211 33,774.00 33,774.00 0.42000 330.42 2/1/11
00000000000000049850 89,909.45 90,083.00 0.67000 781.2 1/1/16
00000000000000049646 66,000.00 66,000.00 0.69000 507.02 12/1/10
00000000000000048755 65,803.50 66,360.00 0.41000 653.09 11/1/10
00000000000000049091 43,297.92 43,500.00 0.26000 377.23 11/1/15
00000000000000049506 19,778.42 20,000.00 0.41000 253.25 12/1/05
00000000000000048630 93,017.70 93,616.00 0.56000 872.02 11/1/15
00000000000000049148 79,771.80 80,000.00 0.80000 637.38 11/1/25
00000000000000049980 27,185.71 27,190.00 0.80000 218.59 1/1/11
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 4 OF 26
<PAGE> 150
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049327 CHERRE 144 FONTAINE DR BUFFALO NY 14215
00000000000000050118 CHMELA 305 BENTLEY COURT BREWSTER NY 10509
00000000000000050289 CHRIST 4761S MEADE STREET LITTLETON CO 80123
00000000000000049580 CHRISTENSEN 2610 100TH PLACE DENVER CO 80221
00000000000000050238 CICCONE 24 HANOVER AVE WHIPPANY NJ 07981
00000000000000050395 CINELLI 249 RIVER LAWN DRIVE WAYNE NJ 07470
00000000000000048762 CLARDY 294E CLINTON AVE ROOSEVELT NY 11575
00000000000000049455 CLARK 10103S PINEDALE DRIVE CONIFER CO 80433
00000000000000050010 CLARK 689 CENTER AVE RIVER EDGE NJ 07661
00000000000000049224 CLAY 5318E ANDREW ST TUCSON AZ 85711
00000000000000050161 CLAY 21 CLARKSON AVE BROOKLYN NY 11226
00000000000000049842 CLIFF 79 BRETWOOD LANE CENTERVILLE MA 02632
00000000000000049443 CLIFFORD 5 CEDAR STREET LAUREL NY 11948
00000000000000050352 CLIFTON 5937 VEGA RD COLLBRAN CO 81624
00000000000000050110 COCCARO 1080E OAK ROAD VINELAND NJ 08360
00000000000000049602 COELHO 36 CATALPA AVE RIVERSIDE RI 02915
00000000000000048925 COLBY 40 LINCOLN ST SLOATSBURG NY 10974
00000000000000048761 COLE 355 KEENE RD ANTRIM NH 03440
00000000000000048729 COLEMAN 1630 67TH AVENUE PHILADELPHIA PA 19126
00000000000000049772 COLEMAN 200 CLUBHOUSE DRIVE WILLINGBORO NJ 08046
00000000000000049786 COLEMAN 1314 DRIFT ROAD WESTPORT MA 02790
00000000000000050571 COLLIER 223 PIEDMONT AVE HAMPTON VA 23661
00000000000000050146 COLLMAR 4427E CAREY AVENUE LAS VEGAS NV 89115
00000000000000049983 COOPER 81 BUTLER STREET NEW HAVEN CT 06511
00000000000000049984 COPELAND 2000 CEDARWOOD LANE SUFFOLK VA 23434
00000000000000049680 CORAZZARI 38 TREMONT STREET KINGSTON MA 02364
00000000000000049546 CORDASCO 2310 BERT AVE POINT PLEASANT NJ 08742
00000000000000049856 COREY 13655 STONEY BROOK DR RENO NV 89511
00000000000000050191 CORR DEAN MILLS ROAD EAST DURHAM NY 12423
00000000000000050414 CORSON 3810 BITTERN CT RENO NV 89506
00000000000000049567 CORTEZ 186-16 JORDAN AVE HOLLIS NY 11412
00000000000000047447 COTTINGHAM 1117E JOHNSON STREET PHILADELPHIA PA 19138
00000000000000049782 COUGHLIN 724 FERNDELL DR ELMIRA NY 14905
00000000000000049903 COULSON 337 WOODWARD AVE MCKEES ROCKS PA 15136
00000000000000048165 COVEY 1122E FERN DRIVE SOUTH PHOENIX AZ 85014
00000000000000049706 COX 2495 AMBER DRIVE LOVELAND CO 80537
00000000000000049533 CRAFT 6218 CALLOWHILL ST PHILADELPHIA PA 19151
00000000000000049463 CREWS 155 KEIBER CT STATEN ISLAND NY 10314
00000000000000048794 CUMMINGS 535S MELVILLE ST PHILADELPHIA PA 19143
</TABLE>
<TABLE>
<CAPTION>
Loan Curr Principal Orig Principal Due Curr Note Maturity Rem
Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049327 17,452.55 17,537.00 0.21000 172.6 12/1/10
00000000000000050118 67,000.00 67,000.00 0.55000 533.81 2/1/11
00000000000000050289 81,995.00 81,995.00 0.59000 673.14 2/1/16
00000000000000049580 27,673.73 27,700.00 0.70000 261.83 12/1/15
00000000000000050238 47,858.21 48,000.00 0.72000 486.57 12/1/10
00000000000000050395 86,326.65 86,400.00 0.80000 663.73 12/1/10
00000000000000048762 26,825.36 27,996.00 0.46000 354.5 11/1/05
00000000000000049455 44,752.51 45,000.00 0.33000 442.87 12/1/10
00000000000000050010 53,800.38 54,030.00 0.80000 485.78 11/1/15
00000000000000049224 39,278.93 40,000.00 0.63000 521.99 11/1/05
00000000000000050161 116,000.00 116,000.00 0.63000 932.53 2/1/11
00000000000000049842 86,944.63 87,190.00 0.79000 669.8 1/1/11
00000000000000049443 84,208.48 84,500.00 0.70000 759.73 12/1/15
00000000000000050352 25,950.00 25,950.00 0.49000 226.03 2/1/16
00000000000000050110 22,833.75 23,000.00 0.76000 233.15 11/1/10
00000000000000049602 79,717.04 79,983.00 0.78000 696.01 12/1/10
00000000000000048925 90,159.16 90,351.00 0.58000 824.57 11/1/15
00000000000000048761 61,021.90 61,500.00 0.65000 516.68 11/1/10
00000000000000048729 50,965.02 51,200.00 0.80000 460.34 11/1/15
00000000000000049772 32,280.29 32,495.00 0.80000 292.16 11/1/15
00000000000000049786 42,000.00 42,000.00 0.65000 381.06 1/1/10
00000000000000050571 44,800.00 44,800.00 0.80000 435.67 2/1/11
00000000000000050146 20,906.08 21,000.00 0.71000 212.88 1/1/11
00000000000000049983 24,416.58 24,568.00 0.61000 213.06 1/1/16
00000000000000049984 55,910.30 56,000.00 0.76000 503.49 1/1/16
00000000000000049680 39,473.06 39,630.00 0.80000 356.31 12/1/15
00000000000000049546 97,052.63 97,600.00 0.80000 877.51 10/1/15
00000000000000049856 69,870.63 70,000.00 0.70000 629.36 1/1/16
00000000000000050191 28,000.00 28,000.00 0.38000 282.17 2/1/11
00000000000000050414 21,000.00 21,000.00 0.18000 253.57 2/1/06
00000000000000049567 111,723.97 112,000.00 0.80000 971.26 12/1/15
00000000000000047447 62,339.00 62,500.00 0.70000 609.37 8/1/15
00000000000000049782 29,905.11 30,000.00 0.50000 312.37 1/1/11
00000000000000049903 37,308.93 37,600.00 0.80000 465.99 1/1/06
00000000000000048165 59,721.12 60,000.00 0.80000 543.71 10/1/15
00000000000000049706 17,905.12 18,000.00 0.74000 182.47 12/1/10
00000000000000049533 29,979.25 30,050.00 0.79000 230.85 12/1/10
00000000000000049463 20,302.70 21,000.00 0.75000 212.88 12/1/10
00000000000000048794 16,883.98 17,000.00 0.26000 186.87 11/1/10
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 5 OF 26
<PAGE> 151
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049066 CURLEY 34 BIRCH RD WESTFORD MA 01886
00000000000000049508 CUTLER 5127S OSCEOLA ST LITTLETON CO 80123
00000000000000049777 CYCKOWSKI 40 SEARING AVE HARRISON NJ 07029
00000000000000049311 CYWINSKI 115 ROSEBERRY STREET PHILADELPHIA PA 19148
00000000000000049191 DACHOWSKI 8025 ENGLISH CREEK AVE EGGHARBOR TOWNS NJ 08234
00000000000000049561 DAILEY 8 CROSS STREET SCHODACK NY 12033
00000000000000049784 DANDREA 2306 FOWLER ST N BELLMORE NY 11710
00000000000000049147 DANFORTH 13 STARBROOK DRIVE BARRINGTON RI 02806
00000000000000050002 DANIELS 3455 ERVA STREET #223 LAS VEGAS NV 89117
00000000000000050628 DANNUCCI 15 IRVING PLACE NEWTON NJ 07860
00000000000000050224 DANSAVAGE 12 BIG MINE RUN ASHLAND PA 17921
00000000000000050584 DARNELL 1459 MILWAUKEE ST DENVER CO 80203
00000000000000048897 DASILVA 1060E 219TH STREET BRONX NY 10469
00000000000000048623 DAVERMANN 116-42 230TH STREET CAMBRIA HEIGHTS NY 11411
00000000000000048874 DAVIS 555 FORDHAM AVE BURLINGTON NJ 08016
00000000000000049223 DAVIS 459 CHRISTOPHER AVE BROOKLYN NY 11212
00000000000000049457 DAVIS 2444S LAREDO STREET AURORA CO 80013
00000000000000049583 DAVIS 129 HUMBELOT ST TRENTON NJ 08618
00000000000000049826 DAVIS 84 CEDAR ST RONKONKOMA NY 11779
00000000000000049451 DE WITT 1124 BUCHANAN RD ANTIOCH CA 94509
00000000000000048887 DEAN 2108W DAHLIA PHOENIX AZ 85029
00000000000000048951 DEAUSSAUSRE 118-39 221ST STREET CAMBRIA HEIGHTS NY 11411
00000000000000049943 DEBROCK 19 ALBERT ST POMPTON LAKES NJ 07442
00000000000000050630 DEKLERK 1692E WHEAT ROAD VINELAND NJ 08360
00000000000000049015 DELEO 97-27 WOODHAVEN BLVD OZONE PARK NY 11416
00000000000000049781 DELGRANDE 84 CHARLES STREET JERSEY CITY NJ 07307
00000000000000049959 DEPALO 345 LAMOKA AVE STATEN ISLAND NY 10312
00000000000000049197 DI MASCIO 902 CLARK CIRCLE FLEMINGTON NJ 08822
00000000000000049445 DIBUO 49 RED LION RD HENRIETTA NY 14467
00000000000000049190 DICARLI 99 KING STREET DORCHESTER MA 02122
00000000000000049568 DICKERSON 114 CAMP WINSOKI RD RENSSELAERVILLE NY 12147
00000000000000049019 DIDES 7326 RECOVERY RD NIAGARA FALLS NY 14304
00000000000000050299 DIGUISEPPE 10 HERSCHEL STREET PROVIDENCE RI 02909
00000000000000050597 DILELLO 145 MEADOW ST GARDEN CITY NY 11530
00000000000000050177 DILL 2948 WASHINGTON ROAD SAYREVILLE NJ 08859
00000000000000049026 DISERIO 7723 GALLANT CIRCLE LAS VEGAS NV 89117
00000000000000048746 DOBBINS 507 CROZER AVE NATIONAL PARK NJ 08063
00000000000000049904 DOOKIE 133-32 117TH STREET SOUTH OZONE PAR NY 11420
00000000000000048741 DORFLAUFER 59 HAVENWOOD DR LIVINGSTON NJ 07039
</TABLE>
<TABLE>
<CAPTION>
Loan Curr Principal Orig Principal Due Curr Note Maturity Rem
Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049066 41,792.35 42,038.00 0.38000 377.96 11/1/15
00000000000000049508 59,887.34 60,140.00 0.80000 540.71 12/1/15
00000000000000049777 97,157.37 97,957.00 0.73000 849.48 11/1/15
00000000000000049311 39,810.94 40,000.00 0.67000 427.4 12/1/10
00000000000000049191 60,829.77 61,000.00 0.71000 562.64 10/1/15
00000000000000049561 64,627.24 65,000.00 0.60000 563.68 12/1/15
00000000000000049784 96,880.82 97,000.00 0.59000 841.18 1/1/16
00000000000000049147 82,332.01 83,000.00 0.55000 757.49 11/1/15
00000000000000050002 30,884.28 31,000.00 0.41000 314.24 1/1/11
00000000000000050628 75,522.98 75,939.00 0.67000 747.36 12/1/10
00000000000000050224 41,284.72 41,432.00 0.77000 359.3 1/1/16
00000000000000050584 27,800.00 27,800.00 0.24000 270.35 2/1/11
00000000000000048897 24,754.55 25,000.00 0.77000 253.42 11/1/10
00000000000000048623 48,853.44 49,245.00 0.31000 484.65 11/1/10
00000000000000048874 34,747.46 35,159.00 0.80000 363.97 9/1/10
00000000000000049223 85,773.45 86,000.00 0.75000 784.87 12/1/15
00000000000000049457 69,715.84 70,000.00 0.75000 688.91 12/1/10
00000000000000049583 14,514.38 14,632.00 0.76000 150.59 10/1/10
00000000000000049826 54,941.83 55,000.00 0.61000 422.52 1/1/11
00000000000000049451 28,590.44 28,756.00 0.75000 291.5 12/1/10
00000000000000048887 34,332.19 34,789.00 0.80000 352.65 11/1/10
00000000000000048951 135,877.07 136,000.00 0.80000 1083.54 12/1/25
00000000000000049943 107,507.56 108,000.00 0.80000 936.57 11/1/15
00000000000000050630 71,286.62 71,738.00 0.62000 622.11 12/1/15
00000000000000049015 82,828.44 83,000.00 0.44000 703.98 11/1/25
00000000000000049781 19,718.52 19,793.00 0.80000 177.96 11/1/15
00000000000000049959 42,393.58 42,500.00 0.45000 430.82 1/1/11
00000000000000049197 88,671.63 90,350.00 0.65000 916.39 10/1/10
00000000000000049445 53,404.04 53,700.00 0.71000 544.35 12/1/10
00000000000000049190 56,351.21 56,853.00 0.45000 607.48 11/1/10
00000000000000049568 87,291.99 87,500.00 0.70000 861.14 1/1/11
00000000000000049019 33,618.60 33,676.00 0.73000 270.73 11/1/10
00000000000000050299 25,000.00 25,000.00 0.57000 244.58 2/1/11
00000000000000050597 296,776.00 296,776.00 0.75000 2175.57 2/1/11
00000000000000050177 99,785.81 100,000.00 0.78000 867.2 12/1/15
00000000000000049026 28,695.69 28,989.00 0.80000 260.64 11/1/15
00000000000000048746 75,807.54 76,000.00 0.80000 603.33 9/1/10
00000000000000049904 19,824.78 20,057.00 0.80000 180.33 1/1/16
00000000000000048741 188,397.64 190,000.00 0.54000 1691.2 9/1/15
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 6 OF 26
<PAGE> 152
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000048624 DOWNEY 57 FOREST MEADOW TRAIL ROCHESTER NY 14624
00000000000000049108 DRACE 37 STATE STREET NEW ROCHELLE NY 10801
00000000000000048989 DRAKE 6969 GRANGER POINT NAPLES NY 14512
00000000000000049947 DRAKE 117 GREENRIDGE DR MANLIUS NY 13104
00000000000000049766 DREVOJAN 673 ELM AVENUE SELKIRK NY 12158
00000000000000049080 DUDLEY 9601 CITYVIEW DRIVE MORRISON CO 80465
00000000000000049705 DUFEL 4256 STATE HIGHWAY #30 AMSTERDAM NY 12010
00000000000000050042 DUFFY 9 JOHN STREET BAYSHORE NY 11706
00000000000000049730 DUFUR 8180E 123RD AVE BRIGHTON CO 80601
00000000000000049119 DUGAN 2806 HURLEY POND RD WALL NJ 07719
00000000000000049993 DUGGAN 216 SHORE BLVD SLATE HILL NY 10973
00000000000000050614 DULASKY 103 PATTON AVE EAST SYRACUSE NY 13027
00000000000000050197 DUNCAN 838SW308TH STREET FEDERAL WAY WA 98023
00000000000000048968 DUSCHL 156 BEACHWOOD ROAD PARSIPPANY NJ 07054
00000000000000047303 EDWARD 18 CRESCENT ST WARREN RI 02885
00000000000000049541 EIB 265 HOMECREST AVE TRENTON NJ 08638
00000000000000048949 ELIANOR 190 66 111TH ROAD HOLLIS NY 11412
00000000000000048809 ELLINGTON 243 MAGNOLIA AVE ABSEON NJ 08201
00000000000000048985 ERB 212 DEB LANE WARMINISTER PA 18974
00000000000000049301 ERDMAN 7 HOWE COURT CORAM NY 11727
00000000000000049324 ESTRADA 306 SANTA CRUZ ST MADERA CA 93637
00000000000000050665 ESTRADA 6891 KEARNEY ST COMMERCE CITY CO 80022
00000000000000050182 ETHERTON 1234 SHILOH PIKE BRIDGETON NJ 08302
00000000000000050467 EUCKER 1041 ELBERT AVENUE LOVELAND CO 80537
00000000000000048733 EVANS 7514 WALNUT LANE PHILADELPHIA PA 19138
00000000000000048814 EVANS 329 LIVINGSTON STREET WESTFIELD NJ 07090
00000000000000050332 EVANS 16 MORGAN STREET PROVIDENCE RI 02907
00000000000000050026 EVERETT 4401 SATINWOOD DRIVE LAS VEGAS NV 89117
00000000000000050374 EXNER 728 OLD MEDFORD AVE MEDFORD NY 11763
00000000000000049275 FABINO 87 MONTVUE ST PITTSFIELD MA 01201
00000000000000049308 FALCIONI 34 BEECHWWOD DR ANSONIA CT 06401
00000000000000049987 FANNON 5377 STIRRUP STREET LAS VEGAS NV 89119
00000000000000049595 FARR 27 MAXWELL ROAD LATHAM NY 12110
00000000000000048931 FASNACHT 616N MARY STREET LANCASTER PA 17603
00000000000000049938 FASSINO 7851W 4TH AVENUE LAKEWOOD CO 80226
00000000000000049982 FATEHI 19737E PRINCETON PL AURORA CO 80013
00000000000000050511 FAULKNER 325 LENOX AVE SOUTH ORANGE NJ 07079
00000000000000048861 FAVARA 517E OLIVE STREET LONG BEACH NY 11561
00000000000000049408 FELDMAN 1341E ROCKLEDGE RD PHOENIX AZ 85048
</TABLE>
<TABLE>
<CAPTION>
Loan Curr Principal Orig Principal Due Curr Note Maturity Rem
Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000048624 56,410.20 56,706.00 0.80000 519.36 11/1/15
00000000000000049108 126,686.49 127,000.00 0.77000 1101.34 12/1/15
00000000000000048989 82,295.70 82,570.00 0.48000 716.04 11/1/15
00000000000000049947 52,636.52 52,800.00 0.80000 519.64 1/1/11
00000000000000049766 43,900.22 44,444.00 0.47000 645.38 1/1/06
00000000000000049080 42,543.87 43,198.00 0.79000 388.39 11/1/15
00000000000000049705 47,884.88 48,000.00 0.80000 472.4 1/1/11
00000000000000050042 11,958.15 12,000.00 0.18000 121.65 1/1/11
00000000000000049730 40,617.16 40,786.00 0.67000 411.32 12/1/15
00000000000000049119 43,198.42 43,499.00 0.67000 450.3 9/1/10
00000000000000049993 48,561.41 48,709.00 0.34000 374.19 1/1/11
00000000000000050614 28,159.00 28,159.00 0.40000 273.84 2/1/11
00000000000000050197 69,445.44 69,598.00 0.80000 593.03 1/1/16
00000000000000048968 55,595.65 56,415.00 0.34000 571.87 9/1/10
00000000000000047303 92,759.09 94,218.00 0.79000 1011.9 8/1/10
00000000000000049541 66,882.91 67,500.00 0.75000 698.76 10/1/10
00000000000000048949 114,218.73 114,561.00 0.70000 912.74 11/1/25
00000000000000048809 73,736.33 74,300.00 0.57000 673.29 9/1/15
00000000000000048985 79,784.74 80,000.00 0.61000 730.11 11/1/15
00000000000000049301 26,289.09 27,000.00 0.61000 555.91 12/1/00
00000000000000049324 45,296.29 45,600.00 0.80000 445.31 12/1/10
00000000000000050665 54,194.00 54,194.00 0.65000 447.42 2/1/26
00000000000000050182 74,898.78 75,200.00 0.80000 652.13 12/1/15
00000000000000050467 33,000.00 33,000.00 0.64000 344.4 2/1/11
00000000000000048733 44,465.24 45,000.00 0.75000 461.79 11/1/10
00000000000000048814 46,940.18 47,020.00 0.63000 423.1 9/1/10
00000000000000050332 21,000.00 21,000.00 0.28000 197.67 2/1/11
00000000000000050026 31,056.21 31,188.00 0.79000 316.15 1/1/11
00000000000000050374 54,523.00 54,523.00 0.36000 511.44 2/1/16
00000000000000049275 22,413.02 22,616.00 0.29000 303.91 12/1/05
00000000000000049308 59,224.20 59,615.00 0.48000 516.98 12/1/15
00000000000000049987 34,008.44 34,119.00 0.61000 345.86 1/1/11
00000000000000049595 124,721.20 124,800.00 0.80000 981.81 12/1/25
00000000000000048931 48,504.25 48,800.00 0.80000 423.19 11/1/15
00000000000000049938 26,489.88 26,576.00 0.80000 269.4 1/1/11
00000000000000049982 79,943.68 80,000.00 0.77000 614.57 1/1/11
00000000000000050511 120,301.94 121,000.00 0.70000 1011.34 12/1/15
00000000000000048861 54,895.25 55,000.00 0.69000 519.88 11/1/15
00000000000000049408 93,792.28 93,793.00 0.65000 843.28 12/1/15
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 7 OF 26
<PAGE> 153
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049550 FELTMANN 254 LABOUNNTY TRAIL PORT MURRAY NJ 07865
00000000000000048830 FERDINANDSEN 39 HUNT FARM RD WACCABUC NY 10597
00000000000000049204 FERRIS 213 PINE STREET PEEKSKILL NY 10566
00000000000000049062 FINNEGAN BALD MOUNTAIN RD OQUOSSOC ME 04964
00000000000000049557 FINNEGAN 1796 MAIN ST KEESEVILLE NY 12944
00000000000000049271 FINUCANE 49 OWENS BROOK BLVD SIMSBURY CT 06070
00000000000000049252 FIRETTO 64 BELLEVIEW AVE SOUTHINGTON CT 06489
00000000000000049877 FIRLEIN 28 LONGHILL AVE WASHINGTON NJ 07882
00000000000000048963 FITZSIMONS 222 BEARFORT ROAD WEST MILFORD NJ 07480
00000000000000050543 FLINT 551 PLEASANT VALLEY RD POTSDAM NY 13676
00000000000000048937 FLORES 12361E THUNDERHEAD RANCH RD TUCSON AZ 85747
00000000000000049712 FLORES 23 AIKEN STREET NORWALK CT 06851
00000000000000048849 FLOWERS 205 16 112TH ROAD HOLLIS NY 11412
00000000000000050062 FOLEY 27 COBBLESTONE RD EASTON MA 02356
00000000000000048912 FONSECA 2621 CHERYL WAY SACRAMENTO CA 95832
00000000000000048871 FOURNIER 26 CHESTNUT ST ATTLEBORO MA 02703
00000000000000049589 FRANCESCONI 954 SEWELL AVE CAPE MAY NJ 08204
00000000000000049461 FRANTZ 44 CAMBRIA ST LANCASTER NY 14086
00000000000000049821 FREEMAN 156E WALNUT LANE PHILADELPHIA PA 19144
00000000000000049373 FREY 7668 GREENBUSH RD AKRON NY 14001
00000000000000049634 FRIEDLAND 2542S BISMARK NORTH BELLMORE NY 11710
00000000000000050648 FRISTIC 25 MADISON ST WILKES BARRE PA 18705
00000000000000049360 FRYBERGER 103 ATLAS DR NEW CASTLE DE 19720
00000000000000049344 FULEP 221 CEDAR AVENUE ISLIP NY 11751
00000000000000048813 FULLER BOX 108 DOWNSVILLE NY 13755
00000000000000049023 FUNKENBUSCH 1327 ARALIA CT LOVELAND CO 80538
00000000000000050673 FURIA 138 ALBERT ST CRANSTON RI 02905
00000000000000050003 GAC 212 PINEGROVE AVENUE ROCHESTER NY 14617
00000000000000049774 GAGLIANO 332 FOURTH STREET SADDLE BROOK NJ 07663
00000000000000048778 GAHM 5311W 72ND DRIVE ARVADA CO 80003
00000000000000050603 GALAMBACK 4818S XENOPHON ST MORRISON CO 80465
00000000000000050260 GALLAGHER 3244E 115TH AVENUE THORNTON CO 80233
00000000000000049438 GALLANT 49 ROSELAND AVE WEST SPRINGFIEL MA 01089
00000000000000050516 GALLEGOS 129 WALTON ST ENGLEWOOD NJ 07631
00000000000000050435 GALLOP 2213 HEAVENLY VIEW DR HENDERSON NV 89014
00000000000000049184 GARCIA 699 SALEM AVE ELIZABETH NJ 07208
00000000000000050269 GARDNER 71 HIGHLAND DRIVE BARNEGAT NJ 08005
00000000000000050087 GARLOW 837 BALTHROPE RD NEWPORT NEWS VA 23608
00000000000000050049 GARNER 2816 ORCHARD AVENUE GRAND JUNCTION CO 81501
</TABLE>
<TABLE>
<CAPTION>
Curr Orig Curr
Principal Principal Due Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049550 28,093.15 28,700.00 0.74000 365.12 10/1/05
00000000000000048830 126,730.75 127,000.00 0.45000 975.63 11/1/10
00000000000000049204 49,713.66 50,000.00 0.45000 433.6 12/1/15
00000000000000049062 66,296.00 66,296.00 0.51000 532.96 11/1/10
00000000000000049557 53,467.44 53,600.00 0.80000 464.82 12/1/15
00000000000000049271 36,571.66 36,954.00 0.61000 332.25 12/1/15
00000000000000049252 76,549.91 77,000.00 0.59000 667.74 11/1/15
00000000000000049877 196,035.62 196,548.00 0.74000 1581.47 11/1/10
00000000000000048963 98,630.05 98,930.00 0.70000 785.36 9/1/10
00000000000000050543 85,000.00 85,000.00 0.77000 726.4 2/1/16
00000000000000048937 21,014.99 21,704.00 0.80000 220.01 11/1/10
00000000000000049712 118,125.80 118,544.00 0.64000 953.83 12/1/10
00000000000000048849 54,665.55 55,000.00 0.42000 476.96 11/1/15
00000000000000050062 34,161.52 34,298.00 0.73000 347.67 1/1/11
00000000000000048912 61,816.82 62,400.00 0.80000 541.13 11/1/15
00000000000000048871 40,237.59 40,559.00 0.70000 445.83 11/1/10
00000000000000049589 37,689.88 38,319.00 0.20000 388.43 10/1/10
00000000000000049461 49,151.27 49,346.00 0.70000 443.67 12/1/15
00000000000000049821 37,457.59 37,600.00 0.80000 326.07 1/1/16
00000000000000049373 43,516.17 43,819.00 0.50000 431.25 12/1/10
00000000000000049634 110,585.97 110,600.00 0.66000 947.95 12/1/15
00000000000000050648 42,700.00 42,700.00 0.70000 445.63 2/1/11
00000000000000049360 44,716.92 45,000.00 0.73000 475.35 12/1/10
00000000000000049344 25,824.40 26,000.00 0.80000 263.56 12/1/10
00000000000000048813 35,820.09 36,400.00 0.70000 460.91 11/1/05
00000000000000049023 34,609.75 35,000.00 0.75000 438.46 11/1/05
00000000000000050673 188,000.00 188,000.00 0.90000 1282.5 2/1/26
00000000000000050003 80,681.93 80,800.00 0.80000 700.69 1/1/16
00000000000000049774 33,235.06 33,471.00 0.64000 311.78 11/1/15
00000000000000048778 29,758.41 30,000.00 0.68000 304.11 11/1/10
00000000000000050603 12,317.00 12,317.00 0.80000 154.64 2/1/06
00000000000000050260 20,249.00 20,249.00 0.80000 255.31 2/1/06
00000000000000049438 67,992.68 68,000.00 0.80000 510.87 12/1/25
00000000000000050516 28,498.02 28,800.00 0.80000 364.68 12/1/05
00000000000000050435 57,500.00 57,500.00 0.48000 491.39 2/1/16
00000000000000049184 15,723.11 15,900.00 0.77000 164.6 9/1/10
00000000000000050269 55,146.20 55,241.00 0.50000 529.44 12/1/15
00000000000000050087 23,865.40 24,000.00 0.68000 313.19 1/1/06
00000000000000050049 26,415.19 26,502.00 0.80000 238.28 1/1/16
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 8 OF 26
<PAGE> 154
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050518 GASKILL 37 FOREST CT TABERNACLE NJ 08088
00000000000000048801 GATLIN 4801 PATTERSON DRIVE DIAMOND SPRINGS CA 95619
00000000000000050546 GAUDINO 223 BASSWOOD DR MIDDLETOWN CT 06457
00000000000000049188 GAUDREAU 18 LIVERMORE AVENUE STATEN ISLAND NY 10302
00000000000000049581 GEGLER RD 1 BOX 434 RTE 168 MOHAWK NY 13407
00000000000000048677 GELLING 3862 KEILY DRIVE SEAFORD NY 11783
00000000000000050517 GENOVESE 16 SHAWONDASSEE RD HIGHLAND LAKES NJ 07422
00000000000000050432 GEORGE 4673S LOGAN STREET ENGLEWOOD CO 80110
00000000000000050335 GERASIMOPOULOS 10 ROBERTSON DRIVE PEARL RIVER NY 10965
00000000000000050405 GERBASIO 25 COLUMBIA AVE KEARNEY NJ 07032
00000000000000049051 GERSTENBERG 263W BEIL AVENUE NAZARETH PA 18064
00000000000000048712 GHANSIAM 102-09 187TH STREET HOLLIS NY 11423
00000000000000049396 GIACOVELLI 19 MASSEY STREET LODI NJ 07644
00000000000000049917 GIANNOTTI 23 LOFT RD SMITHTOWN NY 11787
00000000000000049192 GIBSON 1136 DELSEA DRIVE WESTVILLE NJ 08093
00000000000000048950 GILBERT RD#1 BOX 145A UNADILLA NY 13849
00000000000000049287 GILBERT 21 JORDAN STREET BROCKTON MA 02402
00000000000000048749 GILL 155 DELAWARE AVE DUMONT NJ 07628
00000000000000048288 GLASS 2204 MONACO PKY DENVER CO 80207
00000000000000049274 GLAVIN 41 HOVEY LANE QUINCY MA 02171
00000000000000049575 GLOVER 4910 GREENLEIGH RD RICHMOND VA 23223
00000000000000049776 GOETASKI 116 EVERGREEN AVE VILLAS NJ 08251
00000000000000049521 GOHN 620- 624 S FOURTEENTH ST COLUMBIA PA 17512
00000000000000049874 GOINS 4 AGONQUIN TER ENGLISHTOWN NJ 07726
00000000000000049499 GOLDING 1615 8TH AVENUE WATERVLIET NY 12189
00000000000000050333 GOLDYS 20 WOODS GROVE RD SHELTON CT 06484
00000000000000050404 GOLL 319 O DONNELL LANE CINNAMINSON NJ 08077
00000000000000050267 GONCALVES 4 DORSET LANE HUNTINGTON STAT NY 11746
00000000000000049992 GONZALEZ 4712 LAKESTREAM AVE LAS VEGAS NV 89110
00000000000000049177 GOODALL 3525 WHITE CHAPEL RD BALTIMORE MD 21215
00000000000000050008 GOODMAN 401 JACKSONVILLE ROAD MT HOLLY NJ 08060
00000000000000050273 GORDON 104 HIGHLAND TR DENVILLE NJ 07834
00000000000000050217 GORMAN BOX 367A WARD LANE SCHOHARIE NY 12157
00000000000000050446 GORMAN 144 PAPSCOE ROAD HEWITT NJ 07421
00000000000000050038 GOULBOURNE 63W LEE STREET ROOSEVELT NY 11575
00000000000000049369 GOVENETTIO 13 FREDRO ST BUFFALO NY 14206
00000000000000048748 GRABINER 1376 HUDSON RD TEANECK NJ 07666
00000000000000050376 GRAMPS 22 LAS PLUMAS WAY OROVILLE CA 95966
00000000000000048674 GRAY 5314 CHEW STREET PHILADELPHIA PA 19138
</TABLE>
<TABLE>
<CAPTION>
Curr Orig Curr
Principal Principal Due Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050518 44,228.55 44,295.00 0.80000 398.25 12/1/15
00000000000000048801 79,687.33 80,000.00 0.75000 730.11 11/1/15
00000000000000050546 11,808.00 11,808.00 0.09000 145.71 2/1/06
00000000000000049188 54,309.51 54,700.00 0.48000 517.05 12/1/15
00000000000000049581 66,333.89 67,000.00 0.63000 581.02 12/1/15
00000000000000048677 37,640.06 38,816.00 0.71000 506.53 11/1/05
00000000000000050517 115,130.12 115,200.00 0.80000 884.98 12/1/10
00000000000000050432 75,000.00 75,000.00 0.75000 622.21 2/1/16
00000000000000050335 60,765.00 60,765.00 0.80000 542.43 2/1/16
00000000000000050405 32,423.34 32,621.00 0.64000 330.67 12/1/10
00000000000000049051 122,392.75 122,597.00 0.67000 941.8 11/1/10
00000000000000048712 54,744.49 54,991.00 0.55000 442.08 10/1/25
00000000000000049396 31,353.49 31,553.00 0.80000 291.04 10/1/15
00000000000000049917 160,924.11 161,000.00 0.69000 1236.81 1/1/11
00000000000000049192 34,591.24 35,000.00 0.55000 314.68 10/1/15
00000000000000048950 64,238.91 64,400.00 0.80000 513.09 11/1/25
00000000000000049287 67,571.07 68,000.00 0.80000 589.69 11/1/15
00000000000000048749 182,604.66 184,000.00 0.80000 1637.79 9/1/15
00000000000000048288 109,359.36 110,000.00 0.75000 1057.89 10/1/15
00000000000000049274 57,375.17 58,000.00 0.48000 570.81 12/1/10
00000000000000049575 62,844.85 63,000.00 0.68000 546.33 12/1/15
00000000000000049776 57,761.18 58,000.00 0.78000 462.1 11/1/25
00000000000000049521 49,718.29 50,040.00 0.74000 513.51 12/1/10
00000000000000049874 38,085.09 38,419.00 0.80000 389.45 11/1/10
00000000000000049499 67,784.89 68,000.00 0.80000 589.69 12/1/15
00000000000000050333 55,000.00 55,000.00 0.37000 418.63 2/1/11
00000000000000050404 91,410.45 91,600.00 0.71000 794.35 12/1/15
00000000000000050267 29,000.00 29,000.00 0.80000 302.66 2/1/11
00000000000000049992 68,683.46 68,800.00 0.80000 596.63 1/1/16
00000000000000049177 63,013.82 63,750.00 0.74000 714.61 11/1/10
00000000000000050008 82,629.79 83,498.00 0.73000 724.09 11/1/15
00000000000000050273 21,987.81 23,773.00 0.60000 240.99 11/1/10
00000000000000050217 58,500.00 58,500.00 0.66000 445.27 2/1/11
00000000000000050446 19,104.39 19,400.00 0.76000 245.65 12/1/05
00000000000000050038 81,026.05 81,100.00 0.62000 640.34 1/1/26
00000000000000049369 59,767.04 60,000.00 0.80000 520.32 12/1/15
00000000000000048748 54,807.13 55,189.00 0.66000 499.75 9/1/15
00000000000000050376 60,000.00 60,000.00 0.80000 516.53 2/1/16
00000000000000048674 39,484.51 39,750.00 0.75000 407.92 10/1/10
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 9 OF 26
<PAGE> 155
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000048711 GRAY 501 COLONIAL CRESCENT LITITZ PA 17543
00000000000000049518 GRETZ 1505 CARLISLE STREET NATRONA HEIGHTS PA 15065
00000000000000049036 GRIFFIN 3656W 108TH PLACE CHICAGO IL 60655
00000000000000049492 GRIGGS 2416 MADISON STREET CHESTER PA 19013
00000000000000048995 GRIMES 194-47 115TH DRIVE ST ALBANS NY 11412
00000000000000049325 GRISWOLD 3130 COMSTOCK DR RENO NV 89512
00000000000000049496 GROSSO 15 PROSPECT AVENUE OSSINING NY 10562
00000000000000049000 GROUND 938 WERNER RD ATTICA NY 14011
00000000000000050357 GRUBER 2903 PYRAMID AVENUE PITTSBURG PA 15227
00000000000000050720 GUERRIERO 456N MONROE STREET RIDGEWOOD NJ 07450
00000000000000049861 GUIDI 72 GOULD ST WAKEFIELD MA 01880
00000000000000050112 GULOTTA 203 PENNSYLVANIA AVE VILLAS NJ 08251
00000000000000050500 GUTIERREZ 209 ROSE DR SECURITY CO 80911
00000000000000049377 GUYETT 15 LINDA AVE DOVER NH 03820
00000000000000050291 HAAS 897 MAIN STREET YARMOUTHPORT MA 02675
00000000000000049685 HACKNEY 6315N GRATZ STREET PHILADELPHIA PA 19141
00000000000000049010 HAGENS 45 ONEIDA AVE LAKE HIAWATHA NJ 07034
00000000000000049399 HAHN 7 VACCARO RD FLANDERS NJ 07836
00000000000000049024 HALABA 3605 NEWLAND STREET WHEATRIDGE CO 80033
00000000000000049208 HALDANE 13 ARLENE AVENUE WILLMINGTON MA 01887
00000000000000047493 HALL HALLS CORNER ROAD BELFAST ME 04915
00000000000000049273 HALL 3716 LAFAYETTE ST WILMINGTON DE 19808
00000000000000049292 HALL 1 BEEKMAN RD WILMINGTON DE 19809
00000000000000049505 HAMBLIN 1402S CRESTON CIR MESA AZ 85204
00000000000000049058 HAN 3815 KINGFISHER WAY LAS VEGAS NV 89103
00000000000000049248 HANLEY 557 EMERSON DR BUFFALO NY 14226
00000000000000050020 HARDEN 737 PLANK ROAD ONTARIO NY 14519
00000000000000050444 HARM 42 EAST AVE HACKETTSTOWN NJ 07840
00000000000000049126 HARNER 20 CHANDLER DR WAYNE NJ 07470
00000000000000048770 HARPER 15 MOYES AVENUE PROVIDENCE RI 02907
00000000000000049005 HARRIS 241 INLAND AVE TRENTON NJ 08638
00000000000000049611 HARRIS 1500 ESSEX AVENUE WOODLYN PA 19094
00000000000000050243 HARRIS 19 LAMBETH ROAD BURLINGTON NJ 08016
00000000000000049072 HARTMAN 2772 OAKLAND DR EDEN NY 14057
00000000000000049656 HASBROUCK 10 AMATO LANE HIGHLAND NY 12528
00000000000000049407 HECK 301S MOUNTAIN BLVD MOUNTAIN TOP PA 18707
00000000000000049293 HEFFERNAN 26 CIRCLE HILL RD SALEM MA 01970
00000000000000049470 HEINTZELMAN 108 FISHER AVENUE LEWISBURG PA 17837
00000000000000049608 HENDRICKS 1913 KRANSTEN DR HENDERSON NV 89014
</TABLE>
<TABLE>
<CAPTION>
Curr Orig Curr
Principal Principal Due Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000048711 51,052.86 51,500.00 0.80000 463.03 10/1/15
00000000000000049518 97,481.06 97,700.00 0.78000 847.25 12/1/15
00000000000000049036 21,039.60 21,333.00 0.55000 281.8 11/1/05
00000000000000049492 15,919.13 16,000.00 0.32000 157.47 12/1/10
00000000000000048995 45,535.69 45,912.00 0.33000 398.15 11/1/15
00000000000000049325 29,159.03 29,425.00 0.79000 236.55 12/1/10
00000000000000049496 22,860.61 22,982.00 0.51000 232.97 12/1/10
00000000000000049000 29,233.79 29,500.00 0.58000 269.23 11/1/15
00000000000000050357 72,000.00 72,000.00 0.80000 704.38 2/1/11
00000000000000050720 11,500.00 11,500.00 0.56000 132.16 1/1/11
00000000000000049861 30,461.51 30,500.00 0.60000 322.18 1/1/11
00000000000000050112 45,374.50 45,600.00 0.70000 395.44 11/1/15
00000000000000050500 58,622.00 58,622.00 0.70000 629.6 2/1/11
00000000000000049377 40,199.04 40,607.00 0.55000 352.15 12/1/15
00000000000000050291 28,632.80 28,776.00 0.71000 300.32 2/1/11
00000000000000049685 27,401.58 27,718.00 0.69000 240.37 12/1/15
00000000000000049010 59,426.67 59,600.00 0.48000 483.85 9/1/10
00000000000000049399 83,105.65 83,609.00 0.74000 725.58 10/1/15
00000000000000049024 30,604.79 30,800.00 0.70000 276.92 11/1/15
00000000000000049208 81,055.94 81,502.00 0.45000 836.38 11/1/10
00000000000000047493 47,950.00 47,950.00 0.70000 388.93 8/1/10
00000000000000049273 29,648.01 29,822.00 0.34000 258.62 12/1/15
00000000000000049292 92,871.80 93,600.00 0.80000 854.23 11/1/15
00000000000000049505 16,807.60 17,000.00 0.68000 215.26 12/1/05
00000000000000049058 104,629.69 105,000.00 0.80000 836.56 11/1/25
00000000000000049248 33,796.37 34,000.00 0.54000 324.73 12/1/10
00000000000000050020 76,000.00 76,000.00 0.80000 659.07 1/1/16
00000000000000050444 104,726.32 105,000.00 0.75000 836.56 12/1/25
00000000000000049126 17,497.87 17,716.00 0.75000 183.4 9/1/10
00000000000000048770 27,339.91 27,400.00 0.59000 262.61 11/1/15
00000000000000049005 93,508.72 95,000.00 0.68000 854.13 9/1/15
00000000000000049611 74,680.49 75,000.00 0.68000 597.55 12/1/25
00000000000000050243 65,812.39 66,015.00 0.77000 572.48 12/1/15
00000000000000049072 71,760.75 72,000.00 0.80000 553.11 11/1/10
00000000000000049656 55,065.75 55,095.00 0.69000 477.78 1/1/16
00000000000000049407 14,329.18 14,409.00 0.80000 146.06 12/1/10
00000000000000049293 88,076.37 88,526.00 0.57000 767.69 12/1/15
00000000000000049470 74,490.16 75,000.00 0.75000 626.87 12/1/15
00000000000000049608 13,717.03 13,800.00 0.77000 139.89 12/1/10
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 10 OF 26
<PAGE> 156
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050090 HENNIX 4539N 17TH STREET PHILADELPHIA PA 19140
00000000000000049626 HENRY 43815N 12TH STREET PHOENIX AZ 85027
00000000000000049863 HEPNER 433 BERRYSBURG RD MILLERBURG PA 17061
00000000000000049577 HERNANDEZ 9260W JACKSON ST TOLLESON AZ 85353
00000000000000050493 HERNANDEZ 7145W MONTECITO AVE PHOENIX AZ 85033
00000000000000048737 HERSCHBERG 7024 OLD VILLAGE AVENUE LAS VEGAS NV 89129
00000000000000049356 HESSELIUS 8485S YARROW STREET LITTLETON CO 80123
00000000000000049262 HETMAN 62 OAK STREET E BRIDGWATER MA 02333
00000000000000049584 HIGGINS 2028 BURLINGTON-COLUMBUS BURLINGTON NJ 08016
00000000000000050005 HIGHTOWER 171-18 119TH ROAD JAMAICA NY 11434
00000000000000049345 HILL 8960 DOVE COVE DR LAS VEGAS NV 89129
00000000000000049655 HILL 5501 HUNTER STREET PHILADELPHIA PA 19131
00000000000000050305 HILL 180 KINGS RD COVENTRY CT 06238
00000000000000049574 HILTON 10E CROSS RD STAMFORD CT 06907
00000000000000050426 HILWIG 6653 TONAWANDA CREEK RD LOCKPORT NY 14094
00000000000000049205 HIMES 1010 CALLOWHILL STREET PHEONIXVILLE PA 19460
00000000000000049587 HINSMAN 16N SHORE RD DENVILLE NJ 07834
00000000000000048700 HOARAU 25 SHIPMAN AVENUE NORTH BABYLON NY 11703
00000000000000049679 HOF 4705E HOBART DR MESA AZ 85205
00000000000000049125 HOLBROOK 76 MORRIS AVENUE BELFORD NJ 07718
00000000000000049502 HOLLISTER 194 OAK STREET MANOR PA 15665
00000000000000049366 HOLMES 14 FERNWOOD ST PLAINFIELD CT 06374
00000000000000049643 HOLSTEYN 114 RUDOLPH WEIR JR RD EARLTON NY 12058
00000000000000049787 HOPKIN RD 2 BOX 588 RUFFSDALE PA 15679
00000000000000049358 HOPPE 1019 SURREY RD PHILADELPHIA PA 19115
00000000000000050342 HORTON 24 HUNT ROAD COLUMBIA CT 06237
00000000000000050503 HOTHAN 28558 ASPEN DRIVE CONIFER CO 80433
00000000000000049390 HOUGHTON 2931S JAY STREET DENVER CO 80227
00000000000000050635 HOUSE 25 KEMAH MECCA LAKE RD NEWTON NJ 07860
00000000000000049140 HOVANES 145 BENHAM HILL RD WEST HAVEN CT 06516
00000000000000049688 HOWES 47 LOMBARD RD HUBBARDSTON MA 01452
00000000000000050037 HUDSON 232E HUDSON STREET LONG BEACH NY 11561
00000000000000049234 HUGHES PROSPECT AVE EPSOM NH 03234
00000000000000050234 HUNDLEY 5422S DORCHESTER CHICAGO IL 60615
00000000000000048651 HUNT 27 BURNSIDE AVENUE ONEONTA NY 13820
00000000000000050149 HUSEREAU 3 GUARINO AVE WESTERLY RI 02891
00000000000000050447 HUSLINGER 49 CLARK ROAD PORT JERVIS NY 12771
00000000000000049478 IANNELLO 2108 AVENUE Y BROOKLYN NY 11235
00000000000000049598 IASBARRONE 12 STREIT AVE POUGHKEEPSIE NY 12603
</TABLE>
<TABLE>
<CAPTION>
Curr Orig Curr
Principal Principal Due Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050090 19,817.60 20,150.00 0.65000 206.78 1/1/11
00000000000000049626 34,000.00 34,000.00 0.80000 344.65 12/1/10
00000000000000049863 27,841.68 28,000.00 0.70000 362.16 1/1/06
00000000000000049577 33,653.87 34,000.00 0.52000 334.62 12/1/10
00000000000000050493 42,400.00 42,400.00 0.80000 412.33 2/1/11
00000000000000048737 67,774.08 68,000.00 0.59000 591.73 11/1/10
00000000000000049356 22,873.53 23,000.00 0.80000 233.15 12/1/10
00000000000000049262 56,834.61 57,000.00 0.48000 494.3 12/1/15
00000000000000049584 44,380.37 44,743.00 0.28000 412.7 10/1/15
00000000000000050005 82,962.82 83,178.00 0.70000 747.84 1/1/16
00000000000000049345 79,981.21 80,119.00 0.57000 679.54 12/1/25
00000000000000049655 16,537.24 16,603.00 0.49000 170.38 12/1/10
00000000000000050305 97,000.00 97,000.00 0.75000 779.79 2/1/11
00000000000000049574 109,922.56 110,000.00 0.33000 845.03 12/1/10
00000000000000050426 60,516.00 60,516.00 0.76000 517.16 2/1/16
00000000000000049205 42,934.33 43,000.00 0.37000 372.9 11/1/15
00000000000000049587 43,480.41 43,550.00 0.35000 365.88 10/1/25
00000000000000048700 19,294.38 19,313.00 0.75000 165.22 11/1/10
00000000000000049679 43,481.90 43,709.00 0.70000 392.99 12/1/15
00000000000000049125 105,842.02 106,140.00 0.79000 884.75 9/1/25
00000000000000049502 49,232.96 49,400.00 0.59000 450.84 12/1/15
00000000000000049366 59,650.71 60,000.00 0.63000 590.5 12/1/10
00000000000000049643 41,840.65 42,000.00 0.50000 413.35 12/1/10
00000000000000049787 83,282.59 83,400.00 0.71000 640.68 12/1/10
00000000000000049358 28,397.94 28,488.00 0.33000 280.37 12/1/10
00000000000000050342 97,144.00 97,144.00 0.80000 749.71 2/1/26
00000000000000050503 40,283.00 40,283.00 0.80000 357.02 2/1/16
00000000000000049390 84,614.02 85,000.00 0.62000 814.65 12/1/15
00000000000000050635 37,761.94 38,000.00 0.45000 406.03 12/1/10
00000000000000049140 35,276.50 35,446.00 0.80000 359.31 11/1/10
00000000000000049688 44,317.45 44,500.00 0.52000 385.9 12/1/15
00000000000000050037 22,873.66 23,000.00 0.78000 289.99 1/1/06
00000000000000049234 79,640.41 79,716.00 0.80000 612.39 11/1/10
00000000000000050234 110,563.08 111,000.00 0.67000 1158.42 1/1/11
00000000000000048651 44,819.96 45,028.00 0.75000 404.84 11/1/15
00000000000000050149 43,271.97 43,577.00 0.45000 375.15 1/1/16
00000000000000050447 109,560.00 109,560.00 0.64000 908.92 2/1/16
00000000000000049478 154,775.95 155,000.00 0.75000 1314.65 12/1/25
00000000000000049598 71,171.93 71,600.00 0.80000 620.91 12/1/15
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 11 OF 26
<PAGE> 157
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050522 INSERRA 8 OAK LANE KNOWLTON NJ 07832
00000000000000048857 IONESCU 17 OAKRIDGE RD SUDBURY MA 01776
00000000000000049733 IOVINO 58 URBAN AVENUE PAWTUCKET RI 02860
00000000000000049681 IPPOLITO 1341 THORNWALL LANE HAYWARD CA 94545
00000000000000050704 JACK 12 SECOND AVENUE WOODLAND ME 04694
00000000000000049549 JACKSON 38 PERDICARIS PLACE TRENTON NJ 08618
00000000000000050046 JACKSON 820 DARBY STREET COLORADO SPRING CO 80907
00000000000000049487 JACOBIE RR #1 BOX 1206 WHITEHALL NY 12887
00000000000000049003 JACOBS 20 WALDANS DRIVE BRIDGETON NJ 08302
00000000000000049353 JAJKOWSKI 321 SCHULTZ RD WEST SENECA NY 14224
00000000000000049090 JENKINS 134-44 229TH STREET LAURELTON NY 11413
00000000000000049885 JENKINS 19 KING ROAD MIDDLETOWN RI 02842
00000000000000049951 JOBECK 34 ZAMORSKI DR ELIZABETH NJ 07206
00000000000000049494 JODOIN 11 HIGHLAND TERRACE NEWBURGH NY 12550
00000000000000049002 JOHNSON RD 6 GERSHEL AVE BRIDGETON NJ 08302
00000000000000049750 JOHNSON 120 HUDSON STREET LAKEWOOD NJ 08701
00000000000000049073 JONES 4154 DEREIMER AVENUE BRONX NY 10466
00000000000000049118 JONES 616 HESTON RD GLASSBORO NJ 08028
00000000000000049683 JONES 2470 RIVIERA STREET RENO NV 89509
00000000000000050266 JONES 406 HAVERFORD PLACE SWARTHMORE PA 19081
00000000000000050292 JONES 4435 POWELL AVENUE LAS VEGAS NV 89121
00000000000000049434 JORDAN 316 DAYTON STREET RIDGEWOOD NJ 07450
00000000000000049220 JURGENS 254 BEAVER DRIVE MASTIC BEACH NY 11951
00000000000000049886 JUSTES 113 SUNFLOWER RD BUTLER PA 16001
00000000000000049104 KACHUREK 222 85TH STREET NIAGARA FALLS NY 14304
00000000000000050598 KALOS 841 SOUTH ST NE SALEM OR 97303
00000000000000050634 KANCHANAWONG 3942 SETON AVE BRONX NY 10466
00000000000000049539 KANE 370 OLD MAIN STREET ASBURY NJ 08802
00000000000000050527 KANE 116E 116TH AVENUE LONGMONT CO 80501
00000000000000049738 KAUKEANO 3504 GAUL STREET PHILADELPHIA PA 19134
00000000000000049717 KAVANAUGH 57 POLLARD AVE ROCHESTER NY 14612
00000000000000050428 KEANE 3 GRANT ST PLEASANTVILLE NY 10570
00000000000000049597 KEATING 9 PLEASANT DR SARATOGA SPRING NY 12866
00000000000000049876 KEATING 206 BROWN AVE HILLTOP NJ 08012
00000000000000049304 KEETS 88 CHERRY STREET KATONAH NY 10536
00000000000000050314 KELLY 3631 CANBY DRIVE PHILADELPHIA PA 19154
00000000000000049690 KENNERUP 180 FROST RD WEST WINDSOR NY 13865
00000000000000050523 KEOGH 2299 STOCKER LANE SCOTCH PLAINS NJ 07076
00000000000000049847 KEON 29 SAWYER AVE DRACUT MA 01826
</TABLE>
<TABLE>
<CAPTION>
Curr Orig Curr
Principal Principal Due Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050522 32,733.33 33,037.00 0.80000 297.04 12/1/15
00000000000000048857 93,956.58 95,000.00 0.43000 962.99 11/1/10
00000000000000049733 16,621.94 16,800.00 0.21000 214.64 12/1/05
00000000000000049681 129,725.05 129,998.00 0.76000 998.66 12/1/10
00000000000000050704 30,000.00 30,000.00 0.64000 291.75 2/1/11
00000000000000049549 48,436.43 49,000.00 0.58000 507.25 10/1/10
00000000000000050046 39,246.73 39,300.00 0.77000 353.34 1/1/16
00000000000000049487 41,341.96 41,400.00 0.49000 318.04 12/1/10
00000000000000049003 49,362.72 50,676.00 0.69000 637.84 9/1/05
00000000000000049353 93,437.49 93,605.00 0.80000 752.5 12/1/10
00000000000000049090 27,189.25 28,000.00 0.22000 223.09 11/1/25
00000000000000049885 74,252.33 74,361.00 0.77000 644.86 1/1/16
00000000000000049951 110,845.91 112,000.00 0.80000 860.39 11/1/10
00000000000000049494 99,595.69 100,000.00 0.53000 835.82 12/1/15
00000000000000049002 33,350.30 33,499.00 0.41000 328.85 9/1/15
00000000000000049750 76,156.39 76,385.00 0.51000 586.8 10/1/10
00000000000000049073 14,808.41 15,000.00 0.64000 192.05 11/1/05
00000000000000049118 65,207.56 65,578.00 0.80000 532.39 9/1/10
00000000000000049683 77,888.12 78,500.00 0.54000 829.22 12/1/10
00000000000000050266 33,049.00 33,049.00 0.17000 323.32 2/1/11
00000000000000050292 16,986.00 16,986.00 0.74000 211.43 2/1/06
00000000000000049434 22,595.93 22,836.00 0.80000 235.03 10/1/10
00000000000000049220 29,958.93 30,000.00 0.55000 297.51 12/1/15
00000000000000049886 17,531.66 17,686.00 0.23000 181.5 1/1/11
00000000000000049104 12,894.80 13,000.00 0.76000 131.78 11/1/10
00000000000000050598 41,687.00 41,687.00 0.75000 417.63 2/1/11
00000000000000050634 99,800.00 99,800.00 0.73000 875.59 2/1/16
00000000000000049539 134,371.91 135,200.00 0.80000 1215.57 10/1/15
00000000000000050527 60,000.00 60,000.00 0.71000 495.35 2/1/26
00000000000000049738 38,022.53 38,400.00 0.80000 305.95 12/1/25
00000000000000049717 37,955.48 38,007.00 0.75000 341.72 1/1/16
00000000000000050428 48,175.00 48,175.00 0.19000 485.48 2/1/11
00000000000000049597 33,894.02 34,007.00 0.40000 294.91 1/1/16
00000000000000049876 53,013.39 53,043.00 0.56000 422.61 11/1/25
00000000000000049304 95,921.69 96,000.00 0.23000 973.13 12/1/10
00000000000000050314 32,834.83 35,000.00 0.79000 352.71 2/1/11
00000000000000049690 47,439.60 47,750.00 0.80000 484.03 12/1/10
00000000000000050523 42,473.21 42,586.00 0.79000 431.69 12/1/10
00000000000000049847 87,984.75 88,000.00 0.79000 701.12 1/1/26
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 12 OF 26
<PAGE> 158
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050654 KERR 9101/2 SANGER ST PHILADELPHIA PA 19124
00000000000000049812 KESSLER 14 ANITA RD COLORADO SPRING CO 80906
00000000000000050387 KETTRICK 472 CLAUSE AVE RIVERHEAD NY 11901
00000000000000050715 KEYES 206 KELLER STREET BAYVILLE NJ 08721
00000000000000049479 KILGORE 4836 DODSON DRIVE ANNANDALE VA 22003
00000000000000049927 KILKER 13210 WELD COUNTY ROAD 4 BRIGHTON CO 80601
00000000000000050053 KINSMAN 17348S 67TH AVENUE TINLEY PARK IL 60477
00000000000000049971 KINTON 4145 UNION STREET CHILI NY 14514
00000000000000049384 KIRKMAN 913S CARNEGIE DR TUCSON AZ 85710
00000000000000049014 KONECNY 3115 WATSON BLVD ENDWELL NY 13760
00000000000000050532 KORDELSKI 170 VERNON STREET TEWKSBURY MA 01876
00000000000000049021 KORN 2688 CHILI AVE ROCHESTER NY 14624
00000000000000049844 KOSCHING 1904 NEWPORT RD WILMININGTON DE 19808
00000000000000049006 KOSOVAN 128 LAKEVIEW AVE PISCATAWAY NJ 08854
00000000000000049801 KOZMINSKI 3804 CHURCH RD MOUNTAINTOP PA 18707
00000000000000048845 KRAUSE 5331W LOUISIANA AVE LAKEWOOD CO 80232
00000000000000049605 KRIEG 42 MORRIS RD NEW CASTLE DE 19720
00000000000000048780 KROLL 162 GARDENVALE DRIVE CHEEKTOWAGA NY 14225
00000000000000048522 KRUSCHKA 416 HAWTHORNE STREET NEPTUNE NJ 07753
00000000000000049458 KULBE 2730S JAY STREET DENVER CO 80227
00000000000000049869 KUNTZ 7960W LONE MOUNTAIN RD LAS VEGAS NV 89129
00000000000000049346 KUPFERMAN 2586 DUDLEY DRIVE RESCUE CA 95672
00000000000000048825 KUREK 143 MANG AVENUE KENMORE NY 14217
00000000000000049586 KURZYNSKI 61 OCEAN BLVD TUCKERTON NJ 08087
00000000000000049739 KUSHERICK 2949 COLUMBIA AVE BENSALEM PA 19020
00000000000000049415 LABION 48 SISSON STREET PROVIDENCE RI 02909
00000000000000049862 LABOY 176 12TH STREET BROOKLYN NY 11215
00000000000000048876 LACOUR 64 COLBY PLACE PHILLIPSBURG NJ 08865
00000000000000049009 LACOVARA 4 DEWBERRY CT MEDFORD CT 08055
00000000000000050203 LAGANA 270 OAKLAND AVE DEER PARK NY 11729
00000000000000050463 LALIC 4932NE9TH AVENUE PORTLAND OR 97211
00000000000000049909 LALLY 7 FAIRVIEW DRIVE SOMERS NY 10589
00000000000000049551 LAND 206 LONGFELLOW AVE TOMS RIVER NJ 08753
00000000000000049794 LANDANNO 305 PETERSHAM RD PHILLIPSTON MA 01331
00000000000000048787 LANG 249 SPRING STREET ATHOL MA 01331
00000000000000050423 LANGEVIN 5 EMERALD AVE WEBSTER MA 01570
00000000000000049097 LANSING 2177 BAILEY RD ONTARIO NY 14519
00000000000000049948 LARDIERI 130 WALNUT STREET NUTLEY NJ 07110
00000000000000048986 LARKIN 27 BANCROFT ROAD HOLDEN MA 01520
</TABLE>
<TABLE>
<CAPTION>
Curr Orig Curr
Principal Principal Due Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050654 23,499.00 23,499.00 0.60000 208.27 2/1/16
00000000000000049812 28,801.20 29,000.00 0.65000 288.14 1/1/11
00000000000000050387 76,310.00 76,310.00 0.79000 652.13 2/1/16
00000000000000050715 11,657.43 11,808.00 0.39000 249.15 12/1/00
00000000000000049479 104,396.03 105,430.00 0.54000 1416.73 12/1/05
00000000000000049927 14,208.00 14,208.00 0.60000 144.03 1/1/11
00000000000000050053 72,738.30 73,153.00 0.67000 681.41 1/1/16
00000000000000049971 87,836.23 88,100.00 0.70000 893.05 1/1/11
00000000000000049384 60,673.41 60,750.00 0.75000 497.58 12/1/10
00000000000000049014 55,383.01 56,000.00 0.80000 485.63 11/1/15
00000000000000050532 40,844.00 40,844.00 0.38000 322.49 2/1/11
00000000000000049021 49,554.25 50,000.00 0.72000 492.08 11/1/10
00000000000000049844 71,527.32 72,000.00 0.78000 624.38 1/1/16
00000000000000049006 54,511.31 55,000.00 0.47000 510.88 9/1/15
00000000000000049801 59,576.13 59,657.00 0.63000 536.37 1/1/16
00000000000000048845 17,722.82 18,010.00 0.79000 228.05 11/1/05
00000000000000049605 50,996.43 51,222.00 0.61000 467.47 12/1/15
00000000000000048780 18,245.99 18,333.00 0.69000 181.81 11/1/15
00000000000000048522 86,448.20 86,823.00 0.75000 780.62 8/1/15
00000000000000049458 29,501.43 29,577.00 0.80000 299.82 12/1/10
00000000000000049869 41,015.45 41,132.00 0.80000 369.82 12/1/15
00000000000000049346 28,202.72 28,219.00 0.80000 226.86 12/1/10
00000000000000048825 12,779.01 12,896.00 0.80000 130.73 11/1/10
00000000000000049586 25,899.82 26,000.00 0.28000 216.54 10/1/25
00000000000000049739 56,929.45 57,156.00 0.80000 513.88 12/1/15
00000000000000049415 51,787.00 52,000.00 0.66000 450.94 12/1/15
00000000000000049862 121,741.15 122,000.00 0.72000 972 1/1/26
00000000000000048876 14,745.87 14,900.00 0.75000 154.25 9/1/10
00000000000000049009 30,661.60 31,103.00 0.80000 321.98 9/1/10
00000000000000050203 96,000.00 96,000.00 0.80000 826.44 2/1/16
00000000000000050463 44,000.00 44,000.00 0.55000 430.46 2/1/11
00000000000000049909 22,886.80 23,000.00 0.67000 233.15 1/1/11
00000000000000049551 58,223.29 58,403.00 0.49000 533.01 10/1/15
00000000000000049794 15,856.22 16,000.00 0.18000 138.76 1/1/16
00000000000000048787 54,669.48 55,200.00 0.80000 478.69 11/1/15
00000000000000050423 72,800.00 72,800.00 0.70000 649.86 2/1/16
00000000000000049097 24,864.26 25,010.00 0.36000 216.89 11/1/15
00000000000000049948 37,300.67 37,494.00 0.80000 337.11 11/1/15
00000000000000048986 32,685.10 33,064.00 0.28000 301.76 11/1/15
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 13 OF 26
<PAGE> 159
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050045 LARSON 6 WALTER ROAD COCHRANVILLE PA 19330
00000000000000048669 LASHER 12 SENECA AVENUE WHITE PLAINS NY 10603
00000000000000048940 LATUCKY BACK LAKE ROAD PITTSBURG NH 03592
00000000000000050485 LAVISSIERE RR1 BOX 8 RT 385 COXSACKIE NY 12051
00000000000000050261 LAWRENCE 7334 CHEESE FACTORY RD DEERFIELD NY 13304
00000000000000049596 LAZZARO 411 GILBERT ST UTICA NY 13501
00000000000000049652 LE PAGE 254 HEMSTREET RD SCHAGHTICOKE NY 12154
00000000000000050077 LEDOM 2505 CHIMAYO DRIVE SECURITY CO 80911
00000000000000050343 LEE 2635 HELTON COURT COLORADO SPRING CO 80916
00000000000000048743 LEEDS 111 FRANKLIN RD GLASSBORO NJ 08028
00000000000000049029 LEIFELD 250 IRIS STREET REDWOOD CITY CA 94062
00000000000000049503 LEMOS 16 MARIGOLD CT CRANSTON RI 02920
00000000000000049707 LENFEST OAK HILL ROAD SWANVILLE ME 04915
00000000000000049417 LEPAGE 3 GLEN STREET GORHAM NH 03581
00000000000000050562 LETO 8 ORIENT AVE BROOKLYN NY 11211
00000000000000049435 LEWIS 226 ORANGE AVE IRVINGTON NJ 07111
00000000000000049954 LEWIS 9595 FLOWER ST WESTMINISTER CO 80021
00000000000000050061 LEWIS 37 CEDAR STREET FALMOUTH MA 02536
00000000000000050483 LEWIS 52 WILSON LANE BETHPAGE NY 11714
00000000000000049056 LIDGE 7208 WAYFARER DR LAS VEGAS NV 89115
00000000000000048747 LIEGGI 24N NORMAN AVE PENNS GROVE NJ 08069
00000000000000050643 LIEUWMA 65 BARTLETT DR MADISON CT 06443
00000000000000048917 LIGUORI 5 CENTER STREET MARLBORO NY 12542
00000000000000049193 LIN 4 PARTRIDGE RUN HOLMDEL NJ 07733
00000000000000049001 LING 38 SISSON RD POTSDAM NY 13676
00000000000000049447 LINUS 4625 BENNER STREET PHILADELPHIA PA 19135
00000000000000048764 LITTLE 515 CHURCH STREET WESTBURY NY 11590
00000000000000049625 LIZOTTE 12 TRANTOR PLACE STATEN ISLAND NY 10302
00000000000000048957 LOESCH 97 MICHIGAN AVENUE MASSAPEQUA NY 11758
00000000000000050288 LOIZEAUX 24 THORNE PL RYE NY 10580
00000000000000050209 LOMAX 3009 VAN DER MEER ST NORTH LAS VEGAS NV 89030
00000000000000050531 LOMBARDO 35 DEER PARK CIR WATERBURY CT 06708
00000000000000049667 LOPEZ 411 BEACH AVE BRONX NY 10473
00000000000000048796 LORENZ 1058E 1ST STREET LOVELAND CO 80537
00000000000000049530 LUCIO 148 PARK AVE BRIDGEWATER MA 02324
00000000000000048999 LUCKER 76N MAIN STREET BAINBRIDGE NY 13733
00000000000000049893 LUCKEY 4422S EVERETT ST LITTLETON CO 80123
00000000000000049432 LUMLEY 19 BIRCH DRIVE HIGHLAND LAKES NJ 07422
00000000000000049600 LYN 130-36 148TH STREET SOUTH OZONE PAR NY 11436
</TABLE>
<TABLE>
<CAPTION>
Curr Orig Curr
Principal Principal Due Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050045 23,456.93 23,539.00 0.80000 238.61 1/1/11
00000000000000048669 98,980.69 100,000.00 0.48000 1026.2 11/1/10
00000000000000048940 14,639.15 14,728.00 0.16000 141.16 11/1/15
00000000000000050485 63,200.00 63,200.00 0.79000 540.1 2/1/16
00000000000000050261 33,360.00 33,360.00 0.43000 287.19 2/1/16
00000000000000049596 11,524.00 11,600.00 0.29000 89.12 12/1/10
00000000000000049652 10,258.44 10,400.00 0.80000 215.84 12/1/00
00000000000000050077 63,912.29 64,174.00 0.75000 612.91 1/1/11
00000000000000050343 33,000.00 33,000.00 0.67000 294.58 2/1/16
00000000000000048743 88,330.36 89,000.00 0.57000 867.74 9/1/15
00000000000000049029 19,834.70 20,000.00 0.33000 219.85 11/1/10
00000000000000049503 111,709.07 112,050.00 0.83000 954.04 12/1/15
00000000000000049707 18,610.97 18,713.00 0.54000 185.93 12/1/10
00000000000000049417 37,687.74 37,745.00 0.75000 309.16 12/1/10
00000000000000050562 142,500.00 142,500.00 0.75000 1182.2 2/1/16
00000000000000049435 12,271.93 12,686.00 0.80000 162.43 10/1/05
00000000000000049954 15,240.03 15,300.00 0.75000 161.62 1/1/11
00000000000000050061 85,576.63 85,900.00 0.75000 669.04 1/1/26
00000000000000050483 61,897.00 61,897.00 0.76000 548.58 2/1/16
00000000000000049056 24,419.83 24,957.00 0.57000 252.99 11/1/10
00000000000000048747 12,846.11 13,000.00 0.43000 142.1 9/1/10
00000000000000050643 28,000.00 28,000.00 0.77000 280.51 2/1/11
00000000000000048917 43,111.25 43,282.00 0.70000 409.12 11/1/15
00000000000000049193 103,390.89 104,000.00 0.79000 959.26 9/1/15
00000000000000049001 29,500.45 29,625.00 0.75000 242.65 11/1/25
00000000000000049447 39,209.73 39,381.00 0.68000 341.51 12/1/15
00000000000000048764 43,377.77 44,073.00 0.80000 446.76 11/1/10
00000000000000049625 143,774.07 144,000.00 0.80000 1147.28 12/1/25
00000000000000048957 51,770.65 51,900.00 0.35000 413.5 11/1/25
00000000000000050288 178,000.00 178,000.00 0.48000 1804.34 2/1/11
00000000000000050209 59,459.23 59,700.00 0.80000 523.4 1/1/16
00000000000000050531 105,000.00 105,000.00 0.69000 871.09 2/1/16
00000000000000049667 59,898.80 60,627.00 0.43000 596.67 1/1/11
00000000000000048796 28,465.88 28,844.00 0.75000 292.39 11/1/10
00000000000000049530 99,594.21 100,000.00 0.80000 867.2 12/1/15
00000000000000048999 11,935.32 12,000.00 0.29000 128.22 12/1/10
00000000000000049893 88,840.34 90,000.00 0.67000 950.7 1/1/11
00000000000000049432 22,933.27 23,136.00 0.77000 238.12 10/1/10
00000000000000049600 84,699.83 85,000.00 0.62000 677.22 12/1/25
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 14 OF 26
<PAGE> 160
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049403 MA 288 MERRISON STREET TEANECK NJ 07666
00000000000000050035 MACDONALD 20 BEACHWOOD AVE BURLINGTON NJ 08016
00000000000000048955 MACIOCE 401 SPRINGWOOD DRIVE VERONA PA 15147
00000000000000049433 MACKAUER 213 SUNSET LANE HOWELL NJ 07731
00000000000000049294 MACNEIL 103 DIVISION ST ROCKLAND MA 02370
00000000000000049267 MADDOX 3704 FERAPORT DR RICHMOND VA 23234
00000000000000050132 MAGANA 1459 RAMONA AVENUE SALINAS CA 93960
00000000000000049052 MAHONEY 18 SUNSET RD FRANKLIN MA 02038
00000000000000049809 MAIR 125-14 GRAYSON ST SPRINGFIELD GAR NY 11413
00000000000000050416 MAIRE 5755 RUDY DRIVE SAN JOSE CA 95124
00000000000000048742 MAJOR 229 CARENTAN RD HOPATCONG NJ 07843
00000000000000050545 MANCHESTER 215 KING ROAD TIVERTON RI 02878
00000000000000049185 MANCINI 34 ST CROIX ST TOMS RIVER NJ 08757
00000000000000049654 MANGUILLI 425 MAIN STREET WALLINGFORD CT 06492
00000000000000049919 MANNING RT1 BOX 421 SHANAHAN RD TICONDEROGA NY 12883
00000000000000050220 MANOCCHIO 77 FARM STREET PROVIDENCE RI 02908
00000000000000050228 MARINO 2494 HARTFORD AVENUE JOHNSTON RI 02919
00000000000000050021 MARKOWITZ 6 FRIENDS LANE WESTBURY NY 11590
00000000000000050222 MARLATT 352 FIRST STREET SLATINGTON PA 18080
00000000000000049158 MARTIN 255 TURKEY HILLS RD EAST GRANBY CT 06026
00000000000000050293 MARTIN 208 WELCH COURT LYONS CO 80540
00000000000000050606 MARTIN 4991 XANADU ST DENVER CO 80239
00000000000000049565 MARTINEZ 7880 MONA COURT DENVER CO 80221
00000000000000049957 MARTINEZ 128-11 20TH AVENUE QUEENS NY 11316
00000000000000050067 MARTINGANO 242 FINLAY STREET STATEN ISLAND NY 10307
00000000000000049726 MARTINS 278 MASSACHUSETTS AVE PROVIDENCE RI 02905
00000000000000050189 MARTYN 6020 HUXLEY AVE RIVERDALE NY 10471
00000000000000049306 MASON 341E 1ST AVENUE AJO AZ 85321
00000000000000049372 MASTERSON 9495 TWIN LAKES AVE ORANGEVALE CA 95662
00000000000000049484 MATHIEU 2601 LEE STREET HOLLYWOOD FL 33020
00000000000000049149 MATTINA 21S MERRICK RD MASSAPEQUA NY 11758
00000000000000049186 MAXFIELD 1311 EUCLID AVENUE SYRACUSE NY 13224
00000000000000049115 MAXSOM 23 BAIER AVENUE SOMERSET NJ 08873
00000000000000049689 MAXWELL 652W AMOROSO DRIVE GILBERT AZ 85233
00000000000000050385 MAYNES 967 GROVE STREET DENVER CO 80204
00000000000000049972 MAZUR 6600 REBER RD ROME NY 13440
00000000000000050024 MC 3398 HEIDENREICH RD ARCADIA NY 14489
00000000000000049054 MCAULAY-HOLT 10419 BOOM RUN NEWCASTLE CA 95658
00000000000000050338 MCAVINUE 517 BLYTHE AVENUE DREXEL HILL PA 19026
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Curr Note Maturity Rem
Loan Number Balance Balance LTV Due Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049403 142,974.33 144,000.00 0.80000 1294.68 10/1/15
00000000000000050035 54,508.16 55,000.00 0.58000 501.95 11/1/15
00000000000000048955 46,555.66 50,381.00 0.69000 459.8 11/1/15
00000000000000049433 73,219.96 73,500.00 0.70000 677.94 10/1/15
00000000000000049294 59,407.98 59,667.00 0.43000 517.43 12/1/15
00000000000000049267 34,847.87 35,000.00 0.46000 303.52 12/1/15
00000000000000050132 12,519.30 12,560.00 0.80000 127.32 1/1/11
00000000000000049052 51,840.24 52,471.00 0.37000 455.03 11/1/15
00000000000000049809 54,884.80 55,000.00 0.46000 494.5 1/1/16
00000000000000050416 35,000.00 35,000.00 0.74000 352.71 2/1/11
00000000000000048742 11,237.93 11,542.00 0.75000 152.47 9/1/05
00000000000000050545 25,726.00 25,726.00 0.25000 520.28 2/1/01
00000000000000049185 38,097.88 38,255.00 0.51000 334.42 9/1/15
00000000000000049654 29,180.06 29,296.00 0.80000 263.4 12/1/15
00000000000000049919 23,404.00 23,500.00 0.38000 214.47 1/1/16
00000000000000050220 21,300.00 21,300.00 0.52000 211.63 1/1/11
00000000000000050228 32,836.46 33,000.00 0.38000 322.84 1/1/11
00000000000000050021 54,893.14 55,000.00 0.35000 473.49 1/1/16
00000000000000050222 58,591.36 58,710.00 0.72000 505.42 1/1/16
00000000000000049158 45,720.45 46,155.00 0.80000 371.05 11/1/10
00000000000000050293 17,643.00 17,643.00 0.80000 222.45 2/1/06
00000000000000050606 75,000.00 75,000.00 0.75000 778.2 2/1/11
00000000000000049565 38,750.83 38,847.00 0.80000 349.27 12/1/15
00000000000000049957 55,299.87 55,500.00 0.37000 524.61 1/1/16
00000000000000050067 41,554.00 41,554.00 0.80000 418.76 1/1/11
00000000000000049726 67,500.00 67,500.00 0.90000 646.93 12/1/15
00000000000000050189 75,000.00 75,000.00 0.34000 592.17 2/1/26
00000000000000049306 33,460.10 33,598.00 0.80000 291.36 12/1/15
00000000000000049372 52,771.59 53,388.00 0.61000 696.69 12/1/05
00000000000000049484 44,140.35 45,500.00 0.57000 463.94 9/1/10
00000000000000049149 54,321.81 54,654.00 0.43000 491.39 12/1/15
00000000000000049186 48,653.78 48,800.00 0.59000 423.19 12/1/15
00000000000000049115 17,944.53 18,455.00 0.31000 237.3 9/1/05
00000000000000049689 16,906.95 17,000.00 0.60000 179.58 12/1/10
00000000000000050385 33,109.00 33,109.00 0.47000 333.66 2/1/11
00000000000000049972 51,468.00 51,468.00 0.75000 486.5 1/1/16
00000000000000050024 72,423.38 72,781.00 0.65000 682.7 1/1/16
00000000000000049054 92,376.87 92,986.00 0.56000 806.37 11/1/15
00000000000000050338 80,000.00 80,000.00 0.75000 608.91 2/1/11
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 15 OF 26
<PAGE> 161
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050213 MCCANN 108 LONG ISLAND AVE YAPHANK NY 11980
00000000000000050307 MCCARTER 185 LIPPETT STREET PROVIDENCE RI 02906
00000000000000050565 MCCAULEY 44124E LARCH MOUNTAIN RD CORBETT OR 97019
00000000000000049365 MCCLAIN 108-05 160TH STREET JAMAICA NY 11433
00000000000000050399 MCCRAE 120 WOODLAND AVE TRENTON NJ 08638
00000000000000049103 MCCULLOUGH 327 ELMWOOD AVE NORTH TONAWANDA NY 14120
00000000000000048941 MCFERRAN 8870 APRIL DRIVE COLORADO SPRING CO 80920
00000000000000049030 MCGINNIS 1216 RAINIER DRIVE COLORADO SPRING CO 80910
00000000000000049452 MCGUIGAN RESERVOIR COURT CARMEL NY 10512
00000000000000049702 MCHUGH 187 PORTER LAKE DR SPRINGFIELD MA 01106
00000000000000050591 MCKENZIE 51N MALCOLM ST OSSING NY 10562
00000000000000050081 MCLEOD 3355 LOCUST STREET DENVER CO 80207
00000000000000050424 MCMAHON 47 ARLINGTON ST EVERETT MA 02149
00000000000000048959 MCMURRAY 34 HAMPTON AVE PEQUANNOCK NJ 07440
00000000000000049490 MCNALLY 9012 ASHTON RD PHILADELPHIA PA 19136
00000000000000049213 MCNEIL RR1 BOX 215 EARLTON NY 12058
00000000000000049385 MCNELLIS 7651E HAZELWOOD ST SCOTTSDALE AZ 85251
00000000000000049981 MCSHERRY 325 MARTIN DRIVE BOULDER CO 80303
00000000000000049398 MEDINA 78 HILLSIDE RD SPARTA NJ 07871
00000000000000050480 MEISER 4115NE 14TH AVENUE PORTLAND OR 97211
00000000000000049079 MELISE 26B WATER VIEW DR SMITHFIELD RI 02828
00000000000000050241 MELROSE 63 DAKOTA TRAIL BROWNS MILLS NJ 08015
00000000000000049203 METAXOPOULOS 155 METHUEN STREET LOWELL MA 01850
00000000000000050015 MICHON 293 CROOKS AVE PATERSON NJ 07503
00000000000000050163 MILLAN 146 WINCHESTER ST DALY CITY CA 94014
00000000000000047638 MILLER 1521E TULPEHOCKEN ST PHILADELPHIA PA 19138
00000000000000049168 MILLER 95 ENTRY BROOK DRIVE SPRINGFIELD MA 01108
00000000000000049926 MILLER 118 MAPLE HILL RD WILMINGTON DE 19804
00000000000000050633 MILLING 614 MAPLE STREET LAKEHURST NJ 08733
00000000000000049769 MILORIN 8 TEMPLE STREET MEDFORD MA 02155
00000000000000049370 MINIERI 4 HIGHLAND CRESCENT DRYDEN NY 13053
00000000000000050159 MIRONOVITCH 546 MCKINLEY STREET PHILADELPHIA PA 19111
00000000000000049297 MITCHELL 2615 BORDER CT CHESAPEAKE VA 23324
00000000000000049613 MITCHELL 2418 CAVENDISH DR ALEXANDRIA VA 22308
00000000000000050140 MITCHELL 2759 RT 21 NORTH WAYLAND NY 14572
00000000000000050212 MITCHELL 117-26 202ND STREET ST ALBANS NY 11412
00000000000000050294 MIUCCIO 35 ROCKWELL AVENUE STATEN ISLAND NY 10305
00000000000000048886 MONGIELLO 119 HOLLYWOOD DR OAKDALE NY 11769
00000000000000050160 MONROE 1953 SUSAN STREET LAS VEGAS NV 89106
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Curr Note Maturity Rem
Loan Number Balance Balance LTV Due Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050213 89,920.00 89,920.00 0.73000 837.59 2/1/16
00000000000000050307 66,600.00 66,600.00 0.74000 549.84 2/1/26
00000000000000050565 60,539.00 60,539.00 0.80000 552.11 2/1/16
00000000000000049365 69,870.63 70,000.00 0.70000 629.36 12/1/15
00000000000000050399 73,555.66 74,250.00 0.75000 730.74 11/1/10
00000000000000049103 24,450.48 24,650.00 0.64000 249.88 11/1/10
00000000000000048941 24,614.22 25,000.00 0.58000 316.56 11/1/05
00000000000000049030 20,835.77 21,000.00 0.76000 212.88 11/1/10
00000000000000049452 31,925.84 32,000.00 0.39000 405.19 12/1/05
00000000000000049702 34,732.80 34,814.00 0.46000 267.45 12/1/10
00000000000000050591 137,455.00 137,455.00 0.70000 1085.29 2/1/11
00000000000000050081 51,183.73 51,200.00 0.80000 444.01 1/1/16
00000000000000050424 58,393.93 58,900.00 0.50000 552.5 2/1/16
00000000000000048959 107,470.57 108,000.00 0.80000 978.67 9/1/15
00000000000000049490 17,909.90 18,000.00 0.23000 164.28 12/1/15
00000000000000049213 64,732.72 65,000.00 0.44000 563.68 12/1/15
00000000000000049385 24,672.95 25,000.00 0.22000 216.8 12/1/15
00000000000000049981 55,141.56 55,212.00 0.66000 443.86 1/1/11
00000000000000049398 13,114.55 13,592.00 0.80000 124.49 10/1/15
00000000000000050480 72,000.00 72,000.00 0.80000 615.3 2/1/16
00000000000000049079 89,679.75 90,000.00 0.64000 763.35 11/1/25
00000000000000050241 53,604.43 54,000.00 0.77000 570.42 12/1/10
00000000000000049203 22,151.02 22,499.00 0.55000 284.89 11/1/05
00000000000000050015 107,666.00 107,840.00 0.67000 914.66 11/1/25
00000000000000050163 103,319.35 103,557.00 0.65000 964.62 1/1/16
00000000000000047638 44,223.71 44,500.00 0.72000 400.1 8/1/15
00000000000000049168 38,692.76 39,100.00 0.75000 413.03 11/1/10
00000000000000049926 79,390.77 80,000.00 0.80000 693.76 1/1/16
00000000000000050633 50,843.52 51,000.00 0.75000 442.27 12/1/15
00000000000000049769 43,317.63 43,554.00 0.36000 446.96 12/1/10
00000000000000049370 47,462.07 47,773.00 0.80000 484.27 12/1/10
00000000000000050159 24,665.78 24,792.00 0.41000 237.61 1/1/16
00000000000000049297 30,887.15 31,000.00 0.55000 268.83 12/1/15
00000000000000049613 32,748.28 32,750.00 0.16000 298.89 12/1/15
00000000000000050140 26,700.00 26,700.00 0.70000 240.06 2/1/16
00000000000000050212 72,711.00 72,711.00 0.68000 682.05 2/1/16
00000000000000050294 73,473.00 73,473.00 0.64000 632.51 2/1/16
00000000000000048886 27,825.26 27,900.00 0.21000 231.56 11/1/10
00000000000000050160 53,196.79 53,500.00 0.63000 453.38 1/1/11
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 16 OF 26
<PAGE> 162
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050298 MONTOYA 622N CORONA STREET COLORADO SPRING CO 80903
00000000000000048701 MOONEY 2408N OLD POND LANE ROUND LAKE BEAC IL 60073
00000000000000050380 MOORE 19 MATTHEWS AVE WEST BABYLON NY 11704
00000000000000050151 MORENO 2009E HANCOCK VISTA TUSCON AZ 85713
00000000000000049835 MORGAN 1912 CARPENTER ST PHILADELPHIA PA 19146
00000000000000049807 MORGENSTERN 1905 STRAWBRIDGE DR LIBRARY PA 15129
00000000000000048877 MOROZ 63 WATER STREET BARNEGAT NJ 08005
00000000000000049357 MORSE 86 DOCK STREET SAUGERTIES NY 12477
00000000000000048919 MOSCATO 30 KEJARO COURT CENTEREACH NY 11720
00000000000000049915 MOSHER 2860 EPOLITO ROAD FREDONIA NY 14063
00000000000000050237 MOTTA 3 DORADO COURT LAUREL SPRINGS NJ 08021
00000000000000050301 MUNROE 30 ANCHORAGE RD WARWICK RI 02889
00000000000000049924 MURDOCH 12 SHERIDAN STREET FULTON NY 13069
00000000000000048996 MURILLO 1407W CORTLAND AVE FRESNO CA 93705
00000000000000048906 MURNAGHAN 12 ST CHARLES AVENUE PLYMOUTH MA 02381
00000000000000049612 MURPHY 50 WINDSOR RD PAWTUCKET RI 02861
00000000000000050616 MURTHA 69 COWLES AVE YONKERS NY 10704
00000000000000050601 MYERS 515E 11TH STREET NORTHHAMPTON PA 18067
00000000000000050719 NACK 8501 WELLINGTON AVE MARGATER NJ 08402
00000000000000049791 NARDI 23 HARDING WAY MONROE NY 10950
00000000000000050464 NEAGLEY 7618 WOODSIDE AVE HARRISBURG PA 17112
00000000000000050043 NEGRON 22 JACKSON STREET BRENTWOOD NY 11717
00000000000000050641 NELSON 7654S DATURA CIRCLE LITTLETON CO 80120
00000000000000048907 NEUNDER 31 MARICREST DR AMHGERST NY 14228
00000000000000049151 NEVINS 1410 SANTA FE MOUNTN RD EVERGREEN CO 80439
00000000000000050685 NICHOLAUS 98 ARNOLD ST PROVIDENCE RI 02906
00000000000000049872 NICHOLS BOX 84 MILL ST HENDERSON NY 13650
00000000000000048829 NIGAI 21 TWIN BRIDGE RD LIBERTY NY 12754
00000000000000050509 NIMETZ 220 HUNTER ST WOODBURY NJ 08096
00000000000000050351 NOON 51 PARK AVENUE WARWICK RI 02889
00000000000000049536 NUNEZ 724 DELMAR WAY RENO NV 89509
00000000000000049964 O'ROURKE 538 HIGH STREET MONROE NY 10950
00000000000000049780 OBRIEN 2896 GARWOOD ROAD ERIAL NJ 08081
00000000000000050692 OLEA 1221W NELSON RD AJO AZ 85321
00000000000000050639 OLENWINE 221N LAW STREET ALLENTOWN PA 18102
00000000000000048716 OLIVA 365 MONTREAL AVENUE STATEN ISLAND NY 10306
00000000000000049879 OLLIVER 3 STRAWBERRY CT WHITEHOUSE STAT NJ 08889
00000000000000050167 OLMSTEAD 4875W LAKE ROAD CAZENOVIA NY 13035
00000000000000050409 ONEAL 14520 SOAPWEED RD CALHAN CO 80808
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Curr Note Maturity Rem
Loan Number Balance Balance LTV Due Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050298 45,789.27 45,942.00 0.61000 381.14 2/1/16
00000000000000048701 29,855.64 30,000.00 0.80000 322.2 10/1/10
00000000000000050380 75,002.00 75,002.00 0.60000 586.83 2/1/26
00000000000000050151 28,619.59 28,708.00 0.68000 258.11 1/1/16
00000000000000049835 44,782.17 44,900.00 0.77000 389.37 1/1/16
00000000000000049807 99,952.86 100,000.00 0.80000 768.21 1/1/11
00000000000000048877 16,301.07 16,497.00 0.80000 170.78 9/1/10
00000000000000049357 25,688.55 26,000.00 0.38000 332.18 12/1/05
00000000000000048919 102,881.80 103,000.00 0.69000 820.63 11/1/25
00000000000000049915 27,878.08 28,000.00 0.56000 362.16 1/1/06
00000000000000050237 33,103.58 33,237.00 0.80000 298.83 12/1/15
00000000000000050301 52,900.00 52,900.00 0.59000 455.41 2/1/16
00000000000000049924 32,942.37 33,500.00 0.45000 415.18 1/1/06
00000000000000048996 41,756.28 42,000.00 0.70000 377.62 11/1/15
00000000000000048906 83,569.29 84,000.00 0.80000 728.44 11/1/15
00000000000000049612 66,719.01 66,900.00 0.76000 580.16 12/1/15
00000000000000050616 105,748.00 105,748.00 0.70000 888.42 2/1/11
00000000000000050601 17,500.00 17,500.00 0.76000 175.32 2/1/11
00000000000000050719 186,320.31 186,600.00 0.50000 1677.69 1/1/16
00000000000000049791 53,255.42 53,300.00 0.36000 463.82 1/1/10
00000000000000050464 59,139.00 59,139.00 0.64000 509.12 2/1/16
00000000000000050043 74,655.88 74,706.00 0.75000 589.85 1/1/26
00000000000000050641 18,943.00 18,943.00 0.76000 189.78 2/1/11
00000000000000048907 103,016.80 103,548.00 0.71000 897.96 11/1/15
00000000000000049151 61,512.03 61,556.00 0.80000 585.75 11/1/10
00000000000000050685 109,300.00 109,300.00 0.87000 764.25 2/1/26
00000000000000049872 17,025.14 17,166.00 0.50000 176.16 1/1/11
00000000000000048829 43,212.52 43,988.00 0.73000 432.91 11/1/10
00000000000000050509 12,593.54 12,616.00 0.80000 106 12/1/10
00000000000000050351 12,771.37 12,841.00 0.29000 126.38 2/1/11
00000000000000049536 20,709.21 21,105.00 0.70000 263.37 12/1/05
00000000000000049964 32,091.95 32,207.00 0.39000 289.57 1/1/16
00000000000000049780 87,206.00 88,000.00 0.77000 763.13 11/1/15
00000000000000050692 32,834.00 32,834.00 0.46000 305.85 2/1/16
00000000000000050639 31,500.00 31,500.00 0.75000 269.2 2/1/16
00000000000000048716 33,391.49 33,604.00 0.64000 340.64 11/1/10
00000000000000049879 45,332.01 45,400.00 0.79000 408.19 11/1/15
00000000000000050167 24,815.96 25,000.00 0.64000 210.04 2/1/11
00000000000000050409 59,633.46 60,000.00 0.33000 435.67 2/1/11
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 17 OF 26
<PAGE> 163
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050315 OROSCO 1036N AIRPORT WAY STOCKTON CA 95205
00000000000000049737 ORTEGA 4325 ADAMS STREET DENVER CO 80216
00000000000000049217 OSTRANDER 557 MANORVILLE RD SAUGERTIES NY 12477
00000000000000049032 OWENS 225E BROAD ST BETHLEHEM PA 18018
00000000000000050510 PADILLA 1127 43RD STREET NORTH BERGEN NJ 07047
00000000000000049944 PAGAN 746 HOLLY LANE MOUNT HOLLY NJ 08060
00000000000000048663 PAGLIARULO 3 EASTWOOD DR NORTH BABYLON NY 11703
00000000000000049216 PALLADINI 22 DALE DRIVE OAKDALE NY 11769
00000000000000049687 PALMER 375 CRESTVIEW DRIVE SANTA CLARA CA 95050
00000000000000049941 PALMER 44 CLEREMONT AVE IRVINGTON NJ 07111
00000000000000048944 PARIS 12 CAROL AVENUE PEMBROKE MA 02359
00000000000000049111 PARKER 25 WOOD LAKE DRIVE PISCATAWAY NJ 08854
00000000000000049535 PARKS RD4 BOX 234 TARENTUM PA 15084
00000000000000048904 PASTOR 48 ASCOLESE ROAD TRUMBULL CT 06611
00000000000000049955 PATTERSON 114 MALWOOD AVE DRACUT MA 01826
00000000000000050697 PATTERSON 9175W ST JOHN RD PEORIA AZ 85382
00000000000000048820 PAYNE 27 TARN DRIVE MORRIS PLAINS NJ 07950
00000000000000050613 PEGAS 531 POWELL ST BROOKLYN NY 11212
00000000000000049291 PELLECHIA 8225 STAPLETON AVE LAS VEGAS NV 89128
00000000000000050441 PENDLETON 621 WESTMINSTER AVE ELIZABETH NJ 07208
00000000000000049664 PERDOMO 84 CYPRESS DR COLONIA NJ 07067
00000000000000049123 PEREYRA 20 DREXEL HILL DRIVE KENDALL PARK NJ 08824
00000000000000049614 PEREZ 637 ROUTE #31 JORDAN NY 13080
00000000000000049898 PEREZ 241-15 149TH AVENUE ROSEDALE NY 11422
00000000000000049352 PERKS 50 COLONY DRIVE WEST SAYVILLE NY 11796
00000000000000050391 PERSIN 131 BIRCH STREET IMPERIAL PA 15126
00000000000000048883 PERSON 40 NOTCH CROFT DRIVE LITTLE FALLS NJ 07424
00000000000000049354 PETERSON 4566 STATE HWY #30 AMSTERDAM NY 12010
00000000000000050296 PETERSON 11939N HIGH STREET NORTH GLENN CO 80233
00000000000000049047 PHILCOX 6824 65TH PLACE RIDGEWOOD NY 11385
00000000000000050256 PHILLIPS 141 SPINDLE HILL RD WOLCOTT CT 06716
00000000000000050366 PHILLIPS 8229 WILLIAMS AVENUE PHILADELPHIA PA 19150
00000000000000050375 PHILLIPS 119 PLEASANT VALLEY ST METHUEN MA 01844
00000000000000049333 PHOENIX 5 BARTER CREEK KITTERY ME 03905
00000000000000049182 PICCIONE 59 BAKER AVE BERKELEY HEIGHT NJ 07922
00000000000000048889 PICKRON 2512N TEJON STREET COLORADO SPRING CO 80907
00000000000000049179 PINNEY 65E MAIN STREET CUBA NY 14727
00000000000000049662 PIONTEK 16 ASPERULA DRIVE SICKLERVILLE NJ 08081
00000000000000049225 PIVA 42 REYNOLDS STREET ATTLEBORO MA 02703
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Curr Note Maturity Rem
Loan Number Balance Balance LTV Due Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050315 25,000.00 25,000.00 0.34000 253.42 2/1/11
00000000000000049737 33,958.22 34,000.00 0.69000 294.85 12/1/15
00000000000000049217 35,721.22 35,929.00 0.70000 311.58 12/1/15
00000000000000049032 54,549.74 55,000.00 0.60000 541.29 11/1/10
00000000000000050510 29,214.42 29,400.00 0.76000 298.02 12/1/10
00000000000000049944 66,777.18 67,000.00 0.69000 633.31 11/1/15
00000000000000048663 131,607.28 131,700.00 0.73000 1011.73 11/1/10
00000000000000049216 115,999.28 116,000.00 0.80000 891.12 12/1/10
00000000000000049687 63,542.16 63,700.00 0.80000 572.72 12/1/15
00000000000000049941 74,498.56 75,002.00 0.79000 738.14 11/1/10
00000000000000048944 42,575.52 42,922.00 0.80000 435.09 11/1/10
00000000000000049111 73,665.94 75,000.00 0.55000 964.34 9/1/05
00000000000000049535 45,693.82 45,915.00 0.68000 451.88 12/1/10
00000000000000048904 111,796.34 112,000.00 0.64000 892.33 11/1/25
00000000000000049955 62,912.50 63,000.00 0.79000 506.46 1/1/11
00000000000000050697 20,000.00 20,000.00 0.18000 201.55 2/1/11
00000000000000048820 77,009.42 77,600.00 0.59000 702.69 9/1/15
00000000000000050613 56,459.00 56,459.00 0.55000 681.73 2/1/06
00000000000000049291 12,697.26 13,000.00 0.79000 131.78 12/1/10
00000000000000050441 102,639.16 103,532.00 0.80000 930.84 12/1/15
00000000000000049664 35,075.75 35,266.00 0.80000 317.08 10/1/15
00000000000000049123 27,145.73 27,755.00 0.73000 287.32 9/1/10
00000000000000049614 21,737.91 22,000.00 0.76000 223.01 12/1/10
00000000000000049898 29,969.28 30,000.00 0.80000 304.11 1/1/16
00000000000000049352 79,760.12 80,000.00 0.70000 719.27 12/1/15
00000000000000050391 12,068.00 12,068.00 0.14000 152.81 2/1/06
00000000000000048883 84,316.18 85,000.00 0.50000 837.24 9/1/15
00000000000000049354 44,776.77 45,000.00 0.71000 475.35 12/1/10
00000000000000050296 12,000.00 12,000.00 0.73000 120.93 2/1/11
00000000000000049047 44,743.27 45,000.00 0.31000 431.29 11/1/15
00000000000000050256 61,692.00 61,692.00 0.50000 777.83 2/1/06
00000000000000050366 50,900.00 50,900.00 0.80000 438.19 2/1/16
00000000000000050375 59,702.13 60,000.00 0.58000 608.21 2/1/11
00000000000000049333 57,376.57 57,706.00 0.80000 518.83 12/1/15
00000000000000049182 104,476.24 105,000.00 0.46000 1030.73 9/1/15
00000000000000048889 85,683.20 86,250.00 0.75000 848.84 11/1/10
00000000000000049179 45,352.20 45,500.00 0.70000 409.09 12/1/15
00000000000000049662 23,728.30 24,000.00 0.80000 219.81 10/1/15
00000000000000049225 23,494.94 23,781.00 0.80000 241.07 11/1/10
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 18 OF 26
<PAGE> 164
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000048817 PLACE 210 OAKDALE AVENUE VILLAS NJ 08251
00000000000000047947 PLANT 18 NORTH STREET DOUGLAS MA 01516
00000000000000049810 PLOTNICK 6624 LARCHWOOD LANE LAS VEGAS NV 89103
00000000000000049069 PLUNKETT 828 88TH STREET NIAGARA FALLS NY 14304
00000000000000050346 PLUNKETT 3 ROSEWELL AVENUE SHORHAM NY 11786
00000000000000049201 PODMIJERSKY 15 PODMIJERSKY RD HUDSON NY 12534
00000000000000049582 POMIERNY 16E JACKSONVILLE AVE VILLAS NJ 08251
00000000000000048751 PONS 5 COPPERFIELD RD SCOTCH PLAINS NJ 07076
00000000000000049100 POOLE 8923 BRACKEN CLIFF CT LAS VEGAS NV 89129
00000000000000049748 PORTO 7 FILLMORE PL BROOKLYN NY 11211
00000000000000048646 POTTER RD 1 BOX 57 RD HARTWICK NY 13378
00000000000000048987 POWERS 147 HIGHLAND STREET BERLIN MA 01503
00000000000000050513 POWERS 135E LINDSLEY RD CEDAR GROVE NJ 07009
00000000000000048795 PRENTICE 53 LAKEVIEW RD PLYMOUTH CT 06786
00000000000000048738 PRESCOTT 15 BLEECKER STREET BROOKLYN NY 11221
00000000000000050233 PREVITI 1218 NEW LONDON TPK GLASTONBURY CT 06033
00000000000000049105 PRISCO 961 CEDAR COURT FRANKLIN SQUARE NY 11010
00000000000000049617 PRIVETTE 7456 BRIAR RD PHILADELPHIA PA 19138
00000000000000050448 PRUSINOWSKI 109 PROSPECT STREET CANASTOTA NY 13021
00000000000000050034 PUGH 921 BENTLEY ROAD LINDENWOLD NJ 08021
00000000000000048846 PUGLISE 84 HOLIDAY PARK DRIVE CENTEREACH NY 11720
00000000000000049321 PURSELL 1122 TENNESSEE AVE BENSALEM PA 19020
00000000000000049884 PUTANSU CLARK ISLAND RD SPRUCE HEAD ME 04859
00000000000000048869 QUAGLIENI 26 SUNRISE DR STONY POINT NY 10980
00000000000000049402 QUARLES 117E SOMERDALE RD SOMERDALE NJ 08283
00000000000000048618 QUIGLEY 282 BRIGHTON ST STATEN ISLAND NY 10307
00000000000000049779 QUIGLEY 50 FLANNIGAN DR HOWELL NJ 07731
00000000000000049243 QUIMBY 155 WARREN STREET LACONIA NH 03246
00000000000000048811 QUINN 405 COLD SPRING AVE OAKLYN NJ 08107
00000000000000049477 RADTKE 103 BUCHLAND RD EPHRATA PA 17522
00000000000000048643 RAIA 92 LUDWIG LANE STATEN ISLAND NY 10303
00000000000000050274 RAMIREZ 249 LIBERTY ST PATERSON NJ 07522
00000000000000049817 RANDALL 51S FOURTH ST OLD TOWN ME 04468
00000000000000049163 RANDOLPH 46 HUBBARD PLACE BROOKLYN NY 11210
00000000000000049157 RASCHE 928E CARDINAL DRIVE SUNNYVALE CA 94087
00000000000000050270 RAVENEAU 18 PARNELL PLACE JERSEY CITY NJ 07305
00000000000000049176 RAYNER 3855 SHEARWATER DR RENO NV 89506
00000000000000049172 RECORDS 100 PROSPECT AVE NORTH KINGSTOWN RI 02852
00000000000000050083 REED BARNES ROAD ALBION ME 04910
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Curr Note Maturity Rem
Loan Number Balance Balance LTV Due Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000048817 51,152.60 51,500.00 0.71000 450.2 9/1/15
00000000000000047947 113,083.31 113,600.00 0.79000 1011.16 9/1/15
00000000000000049810 94,610.92 95,000.00 0.75000 823.84 1/1/16
00000000000000049069 33,130.45 33,500.00 0.61000 321.07 11/1/15
00000000000000050346 24,000.00 24,000.00 0.78000 241.86 2/1/11
00000000000000049201 23,857.94 24,000.00 0.65000 238.46 12/1/10
00000000000000049582 38,646.42 38,800.00 0.56000 382.18 10/1/15
00000000000000048751 34,757.33 35,025.00 0.80000 317.16 9/1/15
00000000000000049100 49,985.03 50,368.00 0.80000 452.86 11/1/15
00000000000000049748 20,667.54 20,839.00 0.41000 207.05 1/1/11
00000000000000048646 24,002.86 24,150.00 0.58000 228.28 11/1/15
00000000000000048987 43,775.72 44,000.00 0.71000 446.02 11/1/10
00000000000000050513 73,854.40 74,000.00 0.80000 665.33 12/1/15
00000000000000048795 85,979.15 89,600.00 0.80000 777.01 11/1/15
00000000000000048738 112,165.39 112,500.00 0.75000 896.32 11/1/25
00000000000000050233 59,699.52 59,900.00 0.43000 586.01 2/1/11
00000000000000049105 49,498.07 50,002.00 0.37000 633.14 11/1/05
00000000000000049617 42,110.81 42,201.00 0.65000 385.14 12/1/15
00000000000000050448 45,500.00 45,500.00 0.70000 438.79 2/1/16
00000000000000050034 79,955.42 80,000.00 0.80000 637.38 11/1/25
00000000000000048846 74,314.54 75,062.00 0.76000 728.21 11/1/10
00000000000000049321 80,156.01 80,500.00 0.57000 771.52 12/1/15
00000000000000049884 27,962.04 28,000.00 0.56000 251.75 1/1/16
00000000000000048869 29,908.81 30,000.00 0.41000 241.18 11/1/10
00000000000000049402 95,346.65 96,000.00 0.80000 863.12 10/1/15
00000000000000048618 85,499.43 86,000.00 0.64000 745.79 10/1/15
00000000000000049779 93,245.21 94,000.00 0.65000 857.88 11/1/15
00000000000000049243 69,838.69 69,914.00 0.72000 557.02 12/1/25
00000000000000048811 72,189.66 72,400.00 0.78000 574.75 9/1/10
00000000000000049477 21,901.57 22,007.00 0.80000 223.08 12/1/10
00000000000000048643 96,022.16 97,000.00 0.67000 954.63 11/1/10
00000000000000050274 63,773.70 64,000.00 0.80000 555.01 12/1/15
00000000000000049817 18,000.00 18,000.00 0.68000 182.47 12/1/10
00000000000000049163 68,841.46 68,862.00 0.41000 597.17 12/1/15
00000000000000049157 13,866.45 14,000.00 0.32000 139.1 11/1/10
00000000000000050270 32,843.72 33,000.00 0.60000 324.78 12/1/10
00000000000000049176 88,065.00 88,386.00 0.76000 766.48 11/1/15
00000000000000049172 21,133.18 21,333.00 0.65000 266.22 11/1/05
00000000000000050083 43,239.57 43,375.00 0.59000 458.19 1/1/11
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 19 OF 26
<PAGE> 165
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049953 REHDER 7817W 102ND STREET PALPS HILLS IL 60465
00000000000000049591 REMOLINO 40 ROSS STREET CLARK NJ 07066
00000000000000050420 RENEL 4125N TORREY PINES DR LAS VEGAS NV 89108
00000000000000049254 RESCIGNO 225 MCNEIL STREET SAYVILLE NY 11782
00000000000000050271 RETZLAFF 90 JF KENNEDY DRIVE MILLTOWN NJ 08850
00000000000000049773 REYES 11 NEW LAWN AVE KEARNY NJ 07032
00000000000000050057 RIBEZZO 31 NAHANT STREET PROVIDENCE RI 02904
00000000000000050696 RICKETTS 5725 ELMWOOD AVE PHILADELPHIA PA 19143
00000000000000050066 RIDING 935 ROCKDALE AVE NEW BEDFORD MA 02240
00000000000000049332 RIHN 2113 LOCUST &7621 ROSLYN PITTSBURGH PA 15213
00000000000000049930 RINGER 11 WESTON AVE HUDSON FALLS NY 12839
00000000000000048866 RITCHEY 41 COLONY OAKS DRIVE PITTSBURGH PA 15209
00000000000000048619 RIVERA 224 ROBINSON AVE STATEN ISLAND NY 10312
00000000000000050138 RIZZO 32 MOORE STREET NEW HYDE PARK NY 11040
00000000000000050640 ROBERGE 15 KATHY AVE DRACUT MA 01826
00000000000000048893 ROBERTSON 91S 14TH AVENUE DRIVE BRIGHTON CO 80601
00000000000000049305 ROBINSON 469 MARBELLA LANE VACAVILL CA 95688
00000000000000049840 ROBINSON 218 INFIELD ST BRIDGEPORT CT 06606
00000000000000049195 ROCKINGHAM 232 LAFAYETTE AVE PEMBERTON NJ 08068
00000000000000050059 ROCKWELL 53 DAVID DRIVE EAST HAVEN CT 06512
00000000000000048671 RODRIGUEZ 5012E 12TH WAY THORNTON CO 80241
00000000000000049238 RODRIGUEZ 5790E HOLLAND AVE FRESNO CA 93727
00000000000000050717 RODRIGUEZ-PEREZ 25 SIDNEY AVE RUTHERFORD NJ 07070
00000000000000048847 ROLLINS 100 28 205TH STREET HOLLIS NY 11423
00000000000000049319 ROMO 40 VELDA ROSE LANE SPARKS NV 89436
00000000000000049694 ROONEY 1083E FREMONT CIRCLE N LITTLETON CO 80122
00000000000000050629 ROSENBLATT 422 LOCUST AVE LINDENWOLD NJ 08021
00000000000000048850 ROSS 725 BAYBERRY RD FRANKLIN SQUARE NY 11010
00000000000000049441 ROSS 95 FANEUIL PLACE NEW ROCHELLE NY 10801
00000000000000048898 ROTH 45-21 157TH STREET FLUSHING NY 11355
00000000000000050372 ROTHAR 69 FAIRVIEW AVE ISLIP TERRACE NY 11752
00000000000000049804 ROUMANOS 4517 DEL MONTE AVE LAS VEGAS NV 89102
00000000000000049114 ROUNTREE 55W RAYMOND AVENUE ROOSEVELT NY 11575
00000000000000050282 RUBERTO 91 SAWYER AVENUE STATEN ISLAND NY 10314
00000000000000049719 RUDD 3723W 60TH STREET CHICAGO IL 60629
00000000000000049483 RUDOLPH 3921 KENWOOD RD ONEIDA NY 13421
00000000000000050023 RUDOLPH 20 FREUND DRIVE NANUET NY 10954
00000000000000048879 RUHNKE 914 SINCLAIR AVE LANOKA HARBOR NJ 08734
00000000000000050539 RUSSELL 42 HIGH STREET LISBON FALLS ME 04252
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Curr Note Maturity Rem
Loan Number Balance Balance LTV Due Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049953 19,889.07 20,000.00 0.67000 264.2 1/1/06
00000000000000049591 37,933.13 38,756.00 0.80000 398.88 10/1/10
00000000000000050420 29,500.00 29,500.00 0.78000 297.29 2/1/11
00000000000000049254 30,441.95 30,555.00 0.80000 274.72 12/1/15
00000000000000050271 22,282.25 22,300.00 0.80000 179.28 12/1/10
00000000000000049773 15,358.93 15,516.00 0.80000 196.47 11/1/05
00000000000000050057 28,059.33 28,100.00 0.32000 269.32 1/1/16
00000000000000050696 36,000.00 36,000.00 0.80000 307.65 2/1/16
00000000000000050066 21,824.38 22,000.00 0.79000 278.57 1/1/06
00000000000000049332 58,141.78 58,500.00 0.65000 507.31 12/1/15
00000000000000049930 44,920.13 45,000.00 0.59000 419.17 1/1/16
00000000000000048866 11,865.72 12,000.00 0.46000 151.95 11/1/05
00000000000000048619 36,819.64 37,000.00 0.24000 379.7 11/1/10
00000000000000050138 71,382.00 71,382.00 0.41000 614.51 2/1/16
00000000000000050640 29,173.00 29,173.00 0.64000 292.26 2/1/11
00000000000000048893 37,729.47 37,922.00 0.69000 340.96 11/1/15
00000000000000049305 70,974.90 71,435.00 0.41000 703.04 12/1/10
00000000000000049840 67,698.82 68,106.00 0.65000 590.61 12/1/15
00000000000000049195 71,254.09 71,354.00 0.80000 587.02 10/1/10
00000000000000050059 45,024.53 45,196.00 0.38000 444.8 1/1/11
00000000000000048671 13,748.63 14,000.00 0.80000 180.01 10/1/05
00000000000000049238 73,372.97 73,600.00 0.80000 565.4 11/1/10
00000000000000050717 122,526.20 123,000.00 0.65000 1028.06 12/1/15
00000000000000048847 39,231.59 39,409.00 0.30000 359.66 11/1/15
00000000000000049319 63,411.16 63,568.00 0.60000 571.53 12/1/15
00000000000000049694 68,401.25 68,746.00 0.70000 696.86 12/1/10
00000000000000050629 35,440.48 35,440.00 0.42000 363.69 12/1/10
00000000000000048850 50,855.28 51,300.00 0.58000 541.9 11/1/10
00000000000000049441 91,138.76 91,500.00 0.41000 835.06 12/1/15
00000000000000048898 67,330.35 67,867.00 0.34000 588.54 11/1/15
00000000000000050372 100,000.00 100,000.00 0.65000 1049.67 2/1/11
00000000000000049804 33,878.54 34,000.00 0.80000 305.69 12/1/15
00000000000000049114 83,268.96 83,413.00 0.74000 749.96 12/1/15
00000000000000050282 52,000.00 52,000.00 0.78000 467.53 2/1/16
00000000000000049719 47,478.95 47,640.00 0.60000 466.07 12/1/15
00000000000000049483 27,869.46 28,000.00 0.42000 287.34 12/1/10
00000000000000050023 22,000.00 22,000.00 0.47000 223.01 2/1/11
00000000000000048879 60,307.77 60,650.00 0.80000 492.38 9/1/10
00000000000000050539 70,700.00 70,700.00 0.70000 604.19 2/1/16
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 20 OF 26
<PAGE> 166
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050542 RUTIGLIANO 162 BOYLE RD SELDEN NY 11784
00000000000000049164 RYAN 12661W DAKOTA DRIVE LAKEWOOD CO 80228
00000000000000049752 SACKEN 4 SIXTH STREET PARK RIDGE NJ 07656
00000000000000050075 SALDIVAR 4841E ILLINOIS AVENUE FRESNO CA 93727
00000000000000048909 SALEMO 13 GREENWAY RD SLOATSBURG NY 10974
00000000000000048977 SALG 45 DURHAMOC LANE NORTH BABYLON NY 11703
00000000000000049307 SAMESHIMA 4469 DRIFTWOOD PL BOULDER CO 80301
00000000000000050295 SANCHEZ 2018S OSCEOLA WAY DENVER CO 80219
00000000000000050198 SAND 82 SUNRISE LANE LEVITTOWN NY 11756
00000000000000049230 SANTONE 215- 216 STEEL STREET HANNASTOWN PA 15635
00000000000000050019 SANTOPIETRO 717 3RD STREET UNION BEACH NJ 07735
00000000000000049529 SANTOS 4145 AUTUMN COURT BOULDER CO 80304
00000000000000049942 SANTOS 84 BERGEN AVE KEARNY NJ 07032
00000000000000050036 SAPANARA 2617E 26TH STREET BROOKLYN NY 11235
00000000000000050600 SAWTELLE 1 PARK CIRCLE CRAWFORD NY 12549
00000000000000049374 SCALOGNA 88-27 ELDERTS LANE WOODHAVEN NY 11421
00000000000000050052 SCHERER 9122 CYPRESS DR DENVER CO 80229
00000000000000050620 SCHILDWACHTER 29 BOUNTONVILLE RD LEWISBORO NY 10518
00000000000000049037 SCHMITZER 1544 MACARTHUR DRIVE BOULDER CO 80303
00000000000000050322 SCHOENFELD 2610 EDENDERRY DR COLORADO SPRING CO 80919
00000000000000050656 SCHRADER 9420 CANDLEBERRY CT BURKE VA 22015
00000000000000050345 SCHREIB 55 OCEANIC AVE STATEN ISLAND NY 10312
00000000000000049229 SCHUMPF 10 EAST STREET MIDDLE ISLAND NY 11953
00000000000000049743 SCHWILM 50W MANILL AVE PITTSBURGH PA 15220
00000000000000050520 SCIMECA 14 BEECH STREET ELMWOOD PARK NJ 07407
00000000000000049509 SCOPPETTO 408 CHAMPLAIN STREET BERLIN NH 03570
00000000000000048648 SCOTT 9195 SUMMIT STREET RD LEROY NY 14482
00000000000000049207 SCOTT 67 GREEN AVENUE HEMPSTEAD NY 11550
00000000000000048965 SCRAN 1481 NEVADA DRIVE TOMS RIVER NJ 08753
00000000000000049388 SECREST 3530W DILL RD ENGLEWOOD CO 80110
00000000000000049317 SERVER 105 JASON PLACE NORTH WALES PA 19454
00000000000000050134 SEUSARRAN 143-03 FERNDALE AVE JAMAICA NY 11435
00000000000000048875 SHAH 164S PARKWAY CLIFTON NJ 07014
00000000000000049615 SHALATY 12555E ARBOR VISTA BLVD TUCSON AZ 85749
00000000000000049198 SHANNON 1014 SANDRA PLACE BRICK NJ 08724
00000000000000048901 SHARPE-SMITH 151 GATEWAY DR STATEN ISLAND NY 10304
00000000000000050572 SHEADER 638 6TH AVENUE CORAOPOLIS PA 15108
00000000000000050344 SHULTZ 740S CUSTER AVE NEW HOLLAND PA 17557
00000000000000049371 SICA 1985E 22ND STREET BROOKLYN NY 11229
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Due Curr Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050542 96,000.00 96,000.00 0.80000 892.12 2/1/11
00000000000000049164 21,203.17 22,299.00 0.75000 226.04 11/1/10
00000000000000049752 50,394.76 50,638.00 0.80000 455.28 10/1/15
00000000000000050075 47,018.08 47,316.00 0.75000 617.46 1/1/06
00000000000000048909 99,246.18 99,500.00 0.66000 862.86 11/1/15
00000000000000048977 127,768.91 127,800.00 0.90000 982.68 12/1/25
00000000000000049307 34,802.63 34,996.00 0.72000 281.34 12/1/10
00000000000000050295 12,000.00 12,000.00 0.54000 155.22 2/1/06
00000000000000050198 115,641.32 116,000.00 0.80000 998.62 2/1/16
00000000000000049230 43,784.85 44,000.00 0.79000 381.57 11/1/15
00000000000000050019 15,917.78 16,040.00 0.64000 144.22 11/1/15
00000000000000049529 16,606.80 16,800.00 0.60000 209.65 12/1/05
00000000000000049942 46,801.92 47,114.00 0.68000 423.6 11/1/15
00000000000000050036 158,398.72 159,000.00 0.71000 1368.79 1/1/16
00000000000000050600 20,000.00 20,000.00 0.19000 187.61 2/1/16
00000000000000049374 64,670.17 64,997.00 0.50000 563.65 12/1/15
00000000000000050052 32,305.52 32,486.00 0.40000 319.72 1/1/11
00000000000000050620 293,451.00 293,451.00 0.72000 2507.77 2/1/16
00000000000000049037 32,228.50 32,981.00 0.68000 692.51 11/1/00
00000000000000050322 30,000.00 30,000.00 0.74000 302.33 2/1/11
00000000000000050656 32,320.00 32,320.00 0.70000 323.79 2/1/11
00000000000000050345 101,600.00 101,600.00 0.80000 874.65 2/1/16
00000000000000049229 69,214.41 69,500.00 0.73000 602.7 12/1/15
00000000000000049743 74,692.59 75,001.00 0.75000 650.41 12/1/15
00000000000000050520 47,076.42 47,200.00 0.77000 424.37 12/1/15
00000000000000049509 16,948.67 17,150.00 0.56000 214.02 12/1/05
00000000000000048648 36,460.94 37,000.00 0.75000 375.06 11/1/10
00000000000000049207 61,554.48 61,653.00 0.70000 611.4 12/1/15
00000000000000048965 18,536.96 19,000.00 0.74000 253.73 9/1/05
00000000000000049388 62,594.10 63,000.00 0.58000 620.02 12/1/10
00000000000000049317 12,951.73 13,000.00 0.58000 116.89 12/1/15
00000000000000050134 25,000.00 25,000.00 0.77000 223.17 2/1/16
00000000000000048875 13,225.24 13,300.00 0.80000 122.68 9/1/15
00000000000000049615 89,551.21 89,998.00 0.80000 912.29 12/1/10
00000000000000049198 34,534.32 34,711.00 0.45000 320.16 10/1/15
00000000000000048901 54,545.36 54,928.00 0.33000 501.29 11/1/15
00000000000000050572 50,321.00 50,321.00 0.71000 489.36 2/1/11
00000000000000050344 101,500.00 101,500.00 0.70000 808.68 2/1/11
00000000000000049371 79,458.25 80,000.00 0.55000 810.94 12/1/10
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 21 OF 26
<PAGE> 167
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000048819 SIMON 474 KENT STREET SALEM NJ 08079
00000000000000050139 SINCLAIR 3202 NEPTUNE AVE OCEANSIDE NY 11572
00000000000000048626 SIPPER RD 1 BOX 394 C DUG ROAD CHESTER NY 10918
00000000000000050106 SISTI 1407 REMSEN AVENUE BROOKLYN NY 11236
00000000000000049713 SJOEN 1219 ARCH STREET PITTSBURGH PA 15212
00000000000000050199 SKELLON 26 LYDUN DRIVE ALBION NY 14411
00000000000000049326 SKORUPA 17 HILLSDALE DR CRANSTON RI 02920
00000000000000050398 SKREZYNA 124 OLD BRIDGE ROAD OLD BRIDGE NJ 07747
00000000000000050524 SLAYTON 2436 DENFIELD ST CAMDEN NJ 08104
00000000000000050413 SLITER 3104N FARRAGUT ST PORTLAND OR 97217
00000000000000048815 SMITH 23 MARRYOTT STREET JAMESBURG NJ 08831
00000000000000049363 SMITH 6 LIND AVENUE NEW CASTLE DE 19720
00000000000000049564 SMITH 1965 UNION STREET LAKEWOOD CO 80215
00000000000000049588 SMITH 43 RIVER DRIVE LAKE HIAWATHA NJ 07034
00000000000000049770 SMITH 120 SUMMIT AVE WALDWICK NJ 07463
00000000000000050011 SMITH 44 LENAPE ROAD RINGWOOD NJ 07456
00000000000000050407 SMITH 638 SANDRA AVE WEST ISLIP NY 11795
00000000000000048720 SMITHERS 131 RAMSGATE WAY VALLEJO CA 94591
00000000000000049741 SNOVER 4721 LAKE AVENUE ROCHESTER NY 14612
00000000000000048872 SONNER 10434 TANNERY CREEK RD CORNING NY 14830
00000000000000050022 SOPKO 122 CHILDS STREET SPRINGVILLE NY 14141
00000000000000050027 SORIANO 14 REDWOOD RD NEW HYDE PARK NY 11040
00000000000000048330 SORICHILLO 504 MAY STREET POTTSTOWN PA 19464
00000000000000049867 SPAMAN 216 FIFTH AVE FRANKFORT NY 13340
00000000000000049314 SPRISSLER 16 BOYLSTON ST STOUGHTON MA 02072
00000000000000049732 ST AMAND 1885 NEW LONDON TURNPIKE WEST WARWICK RI 02893
00000000000000050205 ST CHARLES 860 WASHINGTON STREET ABINGTON MA 02351
00000000000000050505 STABLER 33 STRAWBRIDGE AVE WESTMONT NJ 08108
00000000000000049411 STALLINGS 1007 OLD DUTCH MILL RD COLORADO SPRING CO 80907
00000000000000050396 STANKIEWICZ 15 BEECHWOOD AVE FREEHOLD NJ 07728
00000000000000050200 STARK 243 MAXWELL RD LATHAM NY 12110
00000000000000049165 STARTARI 217 MANOR DRIVE PITTSBURGH PA 15236
00000000000000050204 STEARNS 56 STEPHANIE LANE POUGHKEEPSIE NY 12603
00000000000000049620 STEHL 10 FANWOOD DRIVE NEW CASTLE DE 19720
00000000000000048927 STELLA 1376 FORDHAM AVE SCHENECTADY NY 12306
00000000000000050495 STEPHENSON 22 CARRIAGE HILL RD WARWICK RI 02886
00000000000000049585 STEVENS 19 BLUEBERRY LANE WILLINGBORO NJ 08046
00000000000000048961 STEZZI 419 PRICE AVE GLENDORA NJ 08029
00000000000000048979 STIMAC 162 WINNEBAGO DRIVE SEDALIA CO 80135
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Due Curr Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000048819 38,697.97 38,800.00 0.80000 365.12 9/1/25
00000000000000050139 44,739.00 44,739.00 0.27000 385.15 2/1/16
00000000000000048626 52,970.50 53,200.00 0.80000 539.28 11/1/10
00000000000000050106 38,891.00 38,915.00 0.71000 349.88 1/1/16
00000000000000049713 34,269.19 34,500.00 0.46000 342.13 12/1/15
00000000000000050199 36,000.00 36,000.00 0.64000 309.92 2/1/16
00000000000000049326 88,277.04 88,500.00 0.59000 802.94 12/1/25
00000000000000050398 29,074.89 29,152.00 0.79000 295.51 12/1/10
00000000000000050524 37,246.43 37,600.00 0.80000 370.05 12/1/10
00000000000000050413 20,000.00 20,000.00 0.62000 252.17 2/1/06
00000000000000048815 99,635.94 99,960.00 0.80000 793.54 9/1/10
00000000000000049363 38,119.20 38,372.00 0.75000 345 12/1/15
00000000000000049564 39,860.20 40,000.00 0.49000 321.57 12/1/10
00000000000000049588 33,711.13 34,000.00 0.25000 364.33 10/1/10
00000000000000049770 19,579.53 20,000.00 0.76000 202.74 11/1/10
00000000000000050011 69,846.85 69,994.00 0.65000 638.79 11/1/15
00000000000000050407 108,000.00 108,000.00 0.80000 1050.27 2/1/11
00000000000000048720 44,469.64 44,823.00 0.80000 403 10/1/15
00000000000000049741 40,705.78 40,749.00 0.60000 371.89 1/1/16
00000000000000048872 41,418.36 42,500.00 0.65000 538.15 11/1/05
00000000000000050022 91,126.64 91,283.00 0.76000 785.84 1/1/16
00000000000000050027 64,847.13 65,000.00 0.37000 682.29 1/1/11
00000000000000048330 43,440.48 43,537.00 0.45000 388.52 10/1/10
00000000000000049867 49,078.03 49,200.00 0.80000 377.96 1/1/11
00000000000000049314 111,086.51 111,101.00 0.73000 942.32 12/1/25
00000000000000049732 39,620.28 40,000.00 0.42000 359.64 12/1/15
00000000000000050205 99,620.61 100,000.00 0.80000 984.16 1/1/11
00000000000000050505 56,454.79 56,700.00 0.70000 543.42 12/1/15
00000000000000049411 66,241.09 66,754.00 0.49000 685.03 12/1/10
00000000000000050396 26,935.78 27,069.00 0.80000 274.4 12/1/10
00000000000000050200 80,957.72 81,263.00 0.75000 674.17 2/1/16
00000000000000049165 18,984.44 19,014.00 0.77000 192.74 11/1/10
00000000000000050204 54,809.94 55,018.00 0.52000 473.64 2/1/16
00000000000000049620 34,698.71 35,000.00 0.79000 354.79 12/1/10
00000000000000048927 71,864.80 72,000.00 0.80000 553.11 11/1/10
00000000000000050495 89,079.00 89,079.00 0.75000 709.72 2/1/11
00000000000000049585 66,870.78 67,200.00 0.80000 559.67 10/1/25
00000000000000048961 28,067.14 28,500.00 0.39000 295.03 9/1/10
00000000000000048979 59,474.38 60,062.00 0.70000 626.82 11/1/10
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 22 OF 26
<PAGE> 168
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050242 STITH 14 CLEARBROOK LANE SEWELL NJ 08080
00000000000000049905 STOAKES 8855S BRENTWOOD ST LITTLETON CO 80123
00000000000000049896 STODDARD 48 CALIFORNIA AVE FITCHBURG MA 01420
00000000000000048266 STOKES 1324 TYSON AVENUE PHILADELPHIA PA 19111
00000000000000049453 STONE 2607S FLOWER STREET LAKEWOOD CO 80227
00000000000000048680 STRONG 3037 GRACE AVENUE BRONX NY 10469
00000000000000050521 STRONG 836 WRIGHT DEBOW RD JACKSON NJ 08527
00000000000000049393 SUDOL 46 CEDAR LANE WEST MILFORD NJ 07480
00000000000000048750 SUEPER 1102 WASHINGTON COMMONS SOMERVILLE NJ 08876
00000000000000050651 SULLIVAN 101 OMAHA BLVD WARWICK RI 02889
00000000000000050355 TAIT RR2 BOX 677 HUDSON ME 04449
00000000000000050114 TAMN 7 BIRMINGHAM ARNEYS MT PEMBERTON NJ 08068
00000000000000049318 TAN 4528 QUEENSBORO WAY UNION CITY CA 94587
00000000000000048980 TAYLOR 12012 WALDEMIRE DRIVE PHILADELPHIA PA 19154
00000000000000049120 TAYLOR RR3 BOX 977 HIGHLAND LAKES NJ 07422
00000000000000050175 TAYLOR 820 ROBINSON AVE ATLANTIC CITY NJ 08401
00000000000000049219 TEICHERA 2308 GOLDCREST CIRCLE PLEASANTON CA 94566
00000000000000048769 TERRY 10620 PALM SPRINGS DR SPARKS NV 89436
00000000000000049268 TERRY 449 WESTERN AVENUE LYNN MA 01904
00000000000000049017 THEOBALD 2108 WOODWARD AVE PITTSBURGH PA 15226
00000000000000048953 THIBODEAUX 2672W SAN PAULUS RD TUCSON AZ 85746
00000000000000049514 THOMAS 1320 HARTFORD DRIVE BOULDER CO 80303
00000000000000049593 THOMAS 305 LEE AVENUE NEW BRUNSWICK NJ 08901
00000000000000049392 THOMPSON 106 YAWPO AVENUE OAKLAND NJ 07436
00000000000000049848 THOMPSON 410 TEHAMA WAY GREENFIELD CA 93927
00000000000000050406 THOMPSON 2415E CHILDS AVE MERCED CA 95340
00000000000000050418 THOMPSON 5393 QUARI STREET DENVER CO 80239
00000000000000050508 THOMPSON 1108 CALVERT AVENUE COLORADO SPRING CO 80904
00000000000000049137 THOMSON 40 BOLTON BLVD BERKELEY HEIGHT NJ 07922
00000000000000050001 THOMSON 5270 MULE DEER DR COLORADO SPRING CO 80919
00000000000000048816 TIGRO 644S SPRING RD VINELAND NJ 08360
00000000000000049468 TIMER 123 COLONIAL DR NORRISTOWN PA 19401
00000000000000049241 TIONGCO 8119 RICHLAND WAY STOCKTON CA 95209
00000000000000048740 TOLIVER 9 EISENHOWER LANE SICKLERVILLE NJ 08081
00000000000000050660 TOLLEFSEN 2416W BIJOU ST COLORADO SPRING CO 80904
00000000000000050454 TOLLERSON 6005W COLUMBIA AVENUE PHILADELPHIA PA 19151
00000000000000049404 TONKERY 147 BUCKELEW AVE JAMESBURG NJ 08831
00000000000000050150 TOOLIN 8 HILLCREST AVENUE SMITHFIELD RI 02828
00000000000000048922 TORRES 1789 EDENWALD AVE BRONX NY 10466
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Due Curr Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050242 43,240.24 43,652.00 0.80000 442.49 12/1/10
00000000000000049905 58,020.76 58,200.00 0.65000 523.27 1/1/16
00000000000000049896 81,878.72 82,000.00 0.68000 671.63 1/1/11
00000000000000048266 82,904.19 83,250.00 0.75000 767.87 10/1/15
00000000000000049453 40,193.64 40,256.00 0.80000 323.62 12/1/10
00000000000000048680 131,129.34 132,000.00 0.80000 1144.7 11/1/15
00000000000000050521 64,527.13 64,656.00 0.62000 619.67 12/1/15
00000000000000049393 40,272.19 40,530.00 0.71000 371.21 10/1/15
00000000000000048750 40,541.45 41,039.00 0.65000 440.76 9/1/10
00000000000000050651 52,000.00 52,000.00 0.48000 617.25 2/1/06
00000000000000050355 14,000.00 14,000.00 0.19000 177.28 2/1/06
00000000000000050114 163,378.57 164,000.00 0.80000 1422.2 11/1/15
00000000000000049318 36,891.68 37,112.00 0.76000 333.67 12/1/15
00000000000000048980 49,981.15 50,000.00 0.61000 409.53 11/1/10
00000000000000049120 29,725.63 30,000.00 0.78000 310.56 9/1/10
00000000000000050175 35,899.35 36,000.00 0.55000 328.55 11/1/15
00000000000000049219 16,552.74 16,832.00 0.56000 217.71 11/1/05
00000000000000048769 9,842.98 10,000.00 0.79000 126.63 11/1/05
00000000000000049268 21,960.20 22,000.00 0.37000 210.85 12/1/15
00000000000000049017 47,426.67 48,000.00 0.77000 472.4 11/1/10
00000000000000048953 44,468.66 45,000.00 0.38000 442.87 11/1/10
00000000000000049514 36,328.72 37,000.00 0.68000 375.06 12/1/10
00000000000000049593 59,713.20 59,877.00 0.70000 459.98 10/1/10
00000000000000049392 108,556.53 109,811.00 0.80000 1136.76 10/1/10
00000000000000049848 45,585.12 45,592.00 0.72000 430.95 1/1/16
00000000000000050406 18,500.00 18,500.00 0.78000 186.44 2/1/11
00000000000000050418 67,000.00 67,000.00 0.68000 545.5 2/1/16
00000000000000050508 12,000.00 12,000.00 0.79000 150.66 2/1/06
00000000000000049137 29,401.22 29,800.00 0.80000 308.49 9/1/10
00000000000000050001 95,725.74 96,000.00 0.77000 832.51 1/1/16
00000000000000048816 72,986.71 73,600.00 0.80000 655.12 9/1/15
00000000000000049468 69,958.46 70,000.00 0.61000 557.71 12/1/25
00000000000000049241 68,348.63 68,509.00 0.80000 615.96 12/1/15
00000000000000048740 64,005.60 64,841.00 0.76000 526.4 9/1/10
00000000000000050660 63,000.00 63,000.00 0.63000 538.39 2/1/16
00000000000000050454 38,850.00 38,850.00 0.70000 323.56 2/1/26
00000000000000049404 51,828.62 52,000.00 0.65000 450.59 10/1/10
00000000000000050150 57,168.81 57,300.00 0.57000 416.07 1/1/11
00000000000000048922 86,423.37 86,902.00 0.46000 793.1 11/1/15
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 23 OF 26
<PAGE> 169
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049181 TOWLE 233 RT 206 SOUTH BRANCHVILLE NJ 07826
00000000000000049792 TOWNE 21 SUMMER ST MILO ME 04463
00000000000000048678 TRAPINI 7 FALCON AVENUE SELDON NY 11784
00000000000000049436 TRIBOLETTI 15 17 SIMPSON ROAD OCEAN CITY NJ 08226
00000000000000050064 TRINIDAD 1520 BOYNTON AVE OROVILLE CA 95966
00000000000000048714 TROTTER 1542E FOUNTAIN BLVD COLORADO SPRING CO 80910
00000000000000050533 TROTTER 7234 BRIAR RD PHILADELPHIA PA 19138
00000000000000049854 TRUJILLO 7385W WALKER DR LITTLETON CO 80123
00000000000000048873 TUFARO 133 ROSEVILLE ROAD ANDOVER NJ 07821
00000000000000049601 TURCO 126 AVENUE I BROOKLYN NY 11230
00000000000000049696 TUSI 149 YELLOWBANK RD TOMS RIVER NJ 08753
00000000000000049394 TUTTLE 56 COLUMBUS AVE EDISON NJ 08817
00000000000000049562 URY 803 BUNTING AVENUE FOUNTAIN CO 80817
00000000000000048279 VALDERAS 3737 HIGH STREET DENVER CO 80205
00000000000000048756 VALDEZ 4221 ELIOT STREET DENVER CO 80211
00000000000000049628 VALOIS 3628 BELLAIRE PLACE PHILADELPHIA PA 19154
00000000000000049724 VANTUYL 50 CRANBURNE LANE WILLIAMSVILLE NY 14221
00000000000000050537 VARGAS 3903 JASON ST DENVER CO 80211
00000000000000050644 VARGO 434 WELCHS POINT RD MILFORD CT 06460
00000000000000050227 VASQUEZ 2141 34TH STREET SACRAMENTO CA 95817
00000000000000048882 VATTELANA 343 CEDAR STREET SOUTH AMBOY NJ 08879
00000000000000049875 VELEZ 1317E BLANCKE STREET LINDEN NJ 07036
00000000000000049012 VERNET 390 ALDEN ST ORANGE NJ 07050
00000000000000049606 VICHIOLA 297 WHITE PLAINS RD TRUMBULL CT 06611
00000000000000048804 VILLESCAS 850W CALLE EVELINA TUCSON AZ 85706
00000000000000050439 VOISINE 408 WESCOTT ST BERLIN NH 03570
00000000000000049410 WADE 5416 WALNUT STREET OAKLAND CA 94619
00000000000000049979 WAGNER 166 SKYLINE DRIVE HICKORY PA 15340
00000000000000048823 WAINWRIGHT 1296 AUGUSTINA AVENUE FAR ROCKAWAY NY 11691
00000000000000049855 WAKE 5917 COBBS CREEK PKWY PHILADELPHIA PA 19143
00000000000000049312 WALLACE 112E HAROLD ST BLOOMFIELD CT 06002
00000000000000049515 WALLACE 304 SKY TRAIL RD BOULDER CO 85619
00000000000000050258 WALSH 548 SHARPENERS POND RD NORTH ANDOVER MA 01845
00000000000000050173 WALTER 21 WOODING RD WALLINGFORD CT 06492
00000000000000049348 WARD 2 MARCELLUS LN EASTON NY 12170
00000000000000050074 WARE 131 PLATT RD CLINTON PA 15026
00000000000000048806 WARMBROD 428 SMITHRIDGE PARK RENO NV 89502
00000000000000049310 WARWICK 8038 MILL SWAMP RD IVOR VA 23866
00000000000000049933 WASHINGTON 2461 VASQUEZ PL RIVERSIDE CA 92507
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Due Curr Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049181 16,407.87 16,632.00 0.75000 181.29 9/1/10
00000000000000049792 51,466.14 51,800.00 0.70000 509.8 12/1/10
00000000000000048678 92,371.54 93,500.00 0.69000 920.19 11/1/10
00000000000000049436 43,389.83 43,500.00 0.58000 357.87 10/1/10
00000000000000050064 71,572.75 71,714.00 0.75000 621.9 1/1/16
00000000000000048714 63,731.95 64,000.00 0.80000 555.01 10/1/15
00000000000000050533 38,000.00 38,000.00 0.68000 353.97 2/1/16
00000000000000049854 59,821.95 60,000.00 0.58000 641.1 1/1/11
00000000000000048873 16,796.42 17,672.00 0.79000 224.73 9/1/05
00000000000000049601 28,210.31 28,300.00 0.16000 245.42 12/1/15
00000000000000049696 16,306.08 16,500.00 0.80000 167.26 10/1/10
00000000000000049394 91,569.77 92,000.00 0.80000 827.16 10/1/15
00000000000000049562 14,572.78 14,870.00 0.80000 150.74 12/1/10
00000000000000048279 16,682.06 16,883.00 0.70000 173.76 10/1/10
00000000000000048756 15,993.60 16,100.00 0.64000 137.74 11/1/10
00000000000000049628 67,789.46 67,934.00 0.75000 619.99 12/1/15
00000000000000049724 67,874.51 68,000.00 0.80000 589.69 1/1/16
00000000000000050537 56,559.00 56,559.00 0.50000 550.02 2/1/11
00000000000000050644 51,046.00 51,046.00 0.58000 452.41 2/1/16
00000000000000050227 40,000.00 40,000.00 0.35000 359.64 1/1/16
00000000000000048882 76,586.19 77,200.00 0.57000 699.07 9/1/15
00000000000000049875 11,534.03 12,000.00 0.77000 249.05 11/1/00
00000000000000049012 82,139.08 83,509.00 0.63000 839.57 9/1/10
00000000000000049606 92,551.94 93,153.00 0.64000 850.15 12/1/15
00000000000000048804 28,661.65 29,500.00 0.80000 299.04 11/1/10
00000000000000050439 23,627.00 23,627.00 0.80000 238.1 2/1/11
00000000000000049410 135,719.90 136,000.00 0.80000 1083.54 12/1/25
00000000000000049979 53,230.03 53,300.00 0.59000 486.44 1/1/16
00000000000000048823 98,227.16 98,500.00 0.69000 756.69 11/1/10
00000000000000049855 11,346.83 11,444.00 0.28000 146.21 12/1/05
00000000000000049312 69,494.14 70,000.00 0.78000 607.04 12/1/15
00000000000000049515 74,446.56 74,612.00 0.70000 695 12/1/15
00000000000000050258 33,558.62 33,693.00 0.80000 339.54 2/1/11
00000000000000050173 55,648.00 55,648.00 0.33000 461.66 1/1/16
00000000000000049348 39,255.00 39,255.00 0.75000 335.83 12/1/10
00000000000000050074 48,797.01 49,000.00 0.62000 447.19 1/1/16
00000000000000048806 27,181.75 27,482.00 0.41000 238.33 11/1/15
00000000000000049310 31,927.32 31,971.00 0.72000 302.2 12/1/15
00000000000000049933 52,672.09 52,874.00 0.70000 475.39 1/1/16
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 24 OF 26
<PAGE> 170
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050538 WASHINGTON 904 BULLOCK AVE YEADON PA 19050
00000000000000049813 WATKINS 209 7TH AVENUE CARNEGIE PA 15106
00000000000000050113 WATKINS 1413 ORMOND AVE CAMDEN NJ 08103
00000000000000050145 WEAVER 1140 BARNARD DRIVE LAS VEGAS NV 89102
00000000000000050313 WEAVER 101 COUNTRY LANE POTTSTOWN PA 19465
00000000000000050142 WEBBER 114-13 199TH STREET ST ALBANS NY 11412
00000000000000049378 WEBER 10251 CITY VIEW DR MORRISTOWN CO 80465
00000000000000049775 WECKSTEIN 18 INDIAN CREEK ROAD HOLMDEL NJ 07733
00000000000000050443 WEILAND 33W RIVER STYX ROAD HOPATCONG NJ 07843
00000000000000050122 WEISS 14 KAY AVENUE BETHPAGE NY 11714
00000000000000049795 WESSELDINE 1806 POPE ST VIRGINIA BEACH VA 23464
00000000000000050165 WEST 7042 SILVERHORNM DRIVE EVERGREEN CO 80439
00000000000000050179 WEST 9 SUNSET DRIVE ASBURY PARK NJ 07712
00000000000000049448 WHEELER 27 DIANE PLACE PORT JERVIS NY 12771
00000000000000049729 WHIGHAM 21932 PLEASANT PARK RD CONIFER CO 80433
00000000000000049859 WHITE 5410 CENTERVILLE RD WILLIAMSBURGH VA 23188
00000000000000049747 WHITELEY 14193E 32ND PLACE AURORA CO 80011
00000000000000049832 WHITNEY 5664 TILDEN HILL RD VERONA NY 13478
00000000000000049723 WICKLUND 3780W FLOYD AVENUE DENVER CO 80236
00000000000000050631 WIECZORECK 65 MERCER STREET WEST KEANSBURG NJ 07734
00000000000000049143 WIKER 232 E LIBERTY STREET LANCASTER PA 17602
00000000000000049004 WILLARD 18 ROCKLEDGE RD MONTVILLE NJ 07045
00000000000000049261 WILLIAMS 20 MOORE AVE CHERRY HILL NJ 08034
00000000000000049290 WILLIAMS 8512 WILLIAMS AVENUE PHILADELPHIA PA 19150
00000000000000049331 WILLIAMS 1309N ADLER AVE FRESNO CA 93727
00000000000000049469 WILLIAMS PLEASANT VALLEY RD SOUTH FALLSBURG NY 12779
00000000000000049532 WILLIAMS 3963W 84TH AVENUE WESTMINISTER CO 80030
00000000000000049820 WILLIAMS 3441W 79TH AVENUE WESTMINISTER CO 80030
00000000000000050109 WILLIAMS 16 VREELAND TERRACE JERSEY CITY NJ 07305
00000000000000050331 WILLIAMSON 622 SPRUCE STREET BRISTOL PA 19007
00000000000000048853 WILSON 2625 VIDALIA TERRACE COLORADO SPRING CO 80919
00000000000000049839 WILSON 82 MUNROE ST ROXBURY MA 02119
00000000000000050534 WITKOWSKI 101 CENTER ST WARSAW NY 14569
00000000000000049946 WITTLING 213 VILLA NOVA PLACE MATAWAN NJ 07747
00000000000000048960 WOLFE 36 ELM STREET SOMERSET NJ 08873
00000000000000049249 WOLFE 38 CLIFTON ST PHELPS NY 14532
00000000000000050403 WOLFE 330 CHESTNUT AVE WOODLYNNE NJ 08107
00000000000000050482 WOODFIELD 7 VALLEY VIEW DR PENFIELD NY 14526
00000000000000049253 WOODS 112-05 201ST STREET JAMAICA NY 11412
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Due Curr Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050538 63,200.00 63,200.00 0.80000 476.58 2/1/11
00000000000000049813 38,322.07 38,550.00 0.57000 351.82 1/1/16
00000000000000050113 30,048.88 30,234.00 0.70000 285.79 11/1/15
00000000000000050145 56,797.38 57,000.00 0.63000 494.3 1/1/16
00000000000000050313 102,750.00 102,750.00 0.75000 967.17 2/1/11
00000000000000050142 63,300.00 63,300.00 0.52000 544.94 2/1/16
00000000000000049378 41,913.63 42,000.00 0.79000 377.62 12/1/15
00000000000000049775 256,893.03 257,500.00 0.75000 2051.56 11/1/25
00000000000000050443 35,181.46 35,321.00 0.64000 333.87 12/1/15
00000000000000050122 85,040.00 85,040.00 0.62000 759.13 2/1/16
00000000000000049795 67,148.93 67,200.00 0.80000 516.24 1/1/11
00000000000000050165 41,870.51 42,000.00 0.73000 374.92 1/1/16
00000000000000050179 32,956.55 33,000.00 0.31000 253.51 11/1/10
00000000000000049448 46,610.56 46,900.00 0.70000 421.67 12/1/15
00000000000000049729 20,672.98 20,700.00 0.70000 166.41 12/1/10
00000000000000049859 88,080.64 88,333.00 0.59000 766.02 1/1/16
00000000000000049747 50,119.59 50,200.00 0.62000 451.34 12/1/15
00000000000000049832 35,750.02 36,000.00 0.72000 517.94 1/1/04
00000000000000049723 47,419.22 47,500.00 0.41000 467.48 12/1/10
00000000000000050631 39,051.73 39,300.00 0.73000 398.38 12/1/10
00000000000000049143 41,616.23 42,000.00 0.65000 413.35 11/1/10
00000000000000049004 46,638.39 47,036.00 0.78000 433.85 9/1/15
00000000000000049261 61,936.08 62,556.00 0.67000 566.87 10/1/15
00000000000000049290 39,344.69 39,781.00 0.63000 363.06 12/1/15
00000000000000049331 58,275.41 58,528.00 0.71000 449.62 12/1/10
00000000000000049469 53,603.88 53,923.00 0.51000 576.17 12/1/10
00000000000000049532 70,011.72 70,500.00 0.77000 633.86 12/1/15
00000000000000049820 12,412.53 12,500.00 0.73000 158.28 1/1/06
00000000000000050109 78,300.15 78,400.00 0.70000 705.46 11/1/25
00000000000000050331 63,200.00 63,200.00 0.73000 481.04 2/1/11
00000000000000048853 44,664.31 45,000.00 0.26000 480.83 11/1/10
00000000000000049839 51,905.53 52,000.00 0.58000 474.57 1/1/16
00000000000000050534 28,317.00 28,317.00 0.44000 263.77 2/1/16
00000000000000049946 53,536.19 54,190.00 0.48000 549.31 11/1/10
00000000000000048960 20,560.64 20,746.00 0.63000 186.53 9/1/15
00000000000000049249 26,813.06 27,000.00 0.54000 265.73 12/1/10
00000000000000050403 32,275.26 32,756.00 0.75000 405.96 12/1/05
00000000000000050482 55,306.00 55,306.00 0.51000 472.64 2/1/16
00000000000000049253 89,525.38 90,000.00 0.75000 780.48 12/1/15
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 25 OF 26
<PAGE> 171
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049156 WRIGHT 975 WAITE DR BOULDER CO 80503
00000000000000050017 WRIGHT 1315 IRVING ST SOUTH PLAINFIEL NJ 07080
00000000000000049513 ZAMBROTTO 97-12 81ST STREET OZONE PARK NY 11416
00000000000000050088 ZOLTEWICZ 101 APACHE DRIVE OLD FORGE PA 18518
00000000000000050652 ZYSKOWSKI 4W ROCK AVENUE NEW HAVEN CT 06515
Totals Loan Count=850
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Due Curr Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049156 54,324.14 55,000.00 0.31000 557.52 11/1/10
00000000000000050017 50,535.95 50,764.00 0.80000 456.42 11/1/15
00000000000000049513 51,439.71 51,700.00 0.38000 448.34 12/1/15
00000000000000050088 76,934.91 76,967.00 0.65000 613.22 1/1/26
00000000000000050652 68,000.00 68,000.00 0.47000 512.78 2/1/11
<FN>
Totals Total Curr Prin Bal= 54,103,729.22 Total Orig Prin Bal= 54,357,512.00
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 26 OF 26
<PAGE> 172
EXHIBIT H
REQUEST FOR RELEASE OF DOCUMENTS
_______________, 19__
To: [Trustee]
Re: Pooling and Servicing Agreement, Mortgage Pass-Through
Certificates, Series 1996-1, Class A-1, Class A-2, Class A-3
and Class R, dated as of March 1, 1996
In connection with the administration of the pool of Mortgage
Loans held by you as Trustee for the Certificateholders, we request the release,
and acknowledge receipt, of the (Trustee's Mortgage File/[specify document]) for
the Initial Mortgage Loan described below, for the reason indicated.
Mortgagor's Name, Address & Zip Code:
Mortgage Loan Number:
Reason for Requesting Documents (check one)
____ 1. Mortgage Loan Paid in Full
(Servicer hereby certifies that all amounts received
in connection therewith have been credited to the
Certificate Account and remitted to the Trustee for
deposit into the Certificate Account pursuant to the
Pooling and Servicing Agreement.)
____ 2. Mortgage Loan Liquidated
(Servicer hereby certifies that all proceeds of
foreclosure, insurance or other liquidation have been
finally received and credited to the Certificate
Account and remitted to the Trustee for deposit into
the Certificate Account pursuant to the Pooling and
Servicing Agreement.)
____ 3. Mortgage Loan in Foreclosure
H-1
<PAGE> 173
____ 4. Mortgage Loan Repurchased Pursuant to Section 11.01 of the
Pooling and Servicing Agreement.
____ 5. Mortgage Loan Repurchased or Substituted pursuant to Article
II or III of the Pooling and Servicing Agreement (Servicer
hereby certifies that the repurchase price or Substitution
Adjustment has been credited to the Certificate Account and
that the substituted mortgage loan is a Qualified Substitute
Mortgage Loan.)
____ 6. Other
(explain)____________________________________________________
If box I or 2 above is checked, and if all or part of the
Trustee's Mortgage File was previously released to us, please release to us our
previous receipt on file with you, as well as any additional documents in your
possession relating to the above specified Mortgage Loan.
If box 3, 4, 5 or 6 above is checked, upon our return of all
of the above documents to you as Trustee, please acknowledge your receipt by
signing in the space indicated below, and returning this form.
_______________________________
By: ___________________________
Name: _________________________
Title: ________________________
Documents returned to Trustee:
_______________________________
Trustee
By: ___________________________
Date: _________________________
H-2
<PAGE> 174
EXHIBIT I
TRANSFER AFFIDAVIT AND AGREEMENT
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 Owner] (record or
beneficial owner of the Prudential Securities Secured Financing Corporation
Trust Mortgage Pass-Through Certificates, Series 1996-1, Class R (the "Owner")),
a [savings institution] [corporation] duly organized and existing under the laws
of [the State of ______] [the United States], on behalf of which he makes this
affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986 (the "Code"), (ii) will endeavor to remain
other than a disqualified organization for so long as it retains its ownership
interest in the Class R Certificates, and (iii) is acquiring the Class R
Certificates for its own account or for the account of another Owner from which
it has received an affidavit and agreement in substantially the same form as
this affidavit and agreement. A "Permitted Transferee" is any person other than
a "disqualified organization" or a possession of the United States. (For this
purpose, a "disqualified organization" means the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be
imposed on transfers of Class R Certificates to disqualified organizations under
the Code, that applies to all transfers of Class R Certificates after March 31,
1988; (ii) that such tax would be on the transferor, or, if such transfer is
through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person otherwise liable
for the tax shall be relieved of liability for the tax if the transferee
furnishes to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class R Certificates
may be "noneconomic residual interests" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.
I-1
<PAGE> 175
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class R Certificates if at any time during the
taxable year of the pass-through entity a disqualified organization is the
record holder of an interest in such entity. (For this purpose, a "pass through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register
the transfer of any Class R Certificates unless the transferee, or the
transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
6. That the Owner has reviewed the restrictions set forth on
the face of the Class R Certificates and the provisions of Section 4.02(i) of
the Pooling and Servicing Agreement under which the Class R Certificates were
issued (in particular, clauses (vii) and (viii) of Section 4.02(i) which
authorize the Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event that the Owner holds such
Certificates in violation of Section 4.02(i)). The Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
8. The Owner's Taxpayer Identification Number is
9. This affidavit and agreement relates only to the Class R
Certificates held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of
any of the Class R Certificates by the Owner is or will be to impede the
assessment or collection of any tax.
11. That the Owner has no present knowledge or expectation
that it will be unable to pay any United States taxes owed by it so long as any
of the Certificates remain outstanding.
12. That the Owner has no present knowledge or expectation
that it will become insolvent or subject to a bankruptcy proceeding for so long
as any of the Class R Certificates remain outstanding.
13. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States
I-2
<PAGE> 176
or any political subdivision thereof, or an estate or trust whose income from
sources without the United States is includable in gross income for United
States federal income tax purposes regardless of its connection with the conduct
of a trade or business within the United States.
14. The Owner will, in connection with any transfer that it
makes of the Class R Certificates, deliver to the Trustee an affidavit in form
and substance satisfactory to the Trustee, representing and warranting that it
is not transferring the Class R Certificates to impede the assessment or
collection of any tax and that it has no actual knowledge that the proposed
transferee: (i) has insufficient assets to pay any taxes owned by such
transferee as holder of the Class R Certificates; (ii) may become insolvent or
subject to a bankruptcy proceeding, for so long as the Class R Certificates
remains outstanding and; (iii) is not a Permitted Transferee.
15. The Owner agrees to require a Transfer Affidavit and
Agreement from any person to whom the Owner attempts to transfer a percentage
interest in the Class R Certificates, and in connection with any transfer by a
person for whom the Owner is acting as nominee, trustee or agent, and the Owner
will not transfer its percentage interest or cause any percentage interest to be
transferred to any person that the Owner knows is not a Permitted Transferee. In
connection with any such transfer by the Owner, the Owner agrees to deliver to
the Trustee a transfer certificate in the form attached to the Pooling and
Servicing Agreement as Exhibit 1-1 to the effect that the Owner has no actual
knowledge that the person to which the transfer is to be made is not a Permitted
Transferee.
I-3
<PAGE> 177
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this _ day of ______ .
[NAME OF OWNER]
By: ____________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
______________________________
[Assistant] Secretary
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 Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
tile Owner.
Subscribed and sworn before me this ____ day of
________________ ____.
_____________________
NOTARY PUBLIC
COUNTY OF
_____________________
STATE OF
_____________________
My Commission expires the ____
day of ____________,___.
I-4
<PAGE> 178
EXHIBIT I-1
Form of Transferor Certificate
________________, 19__
Home Loan and Investment Bank, F.S.B.
One Home Loan Plaza
Warwick, Rhode Island 02886
Bankers Trust Company of California, N.A.
3 Park Plaza, 16th Floor
Irvine, California 92714
Attention: Corporate Trust Administration
Re: Prudential Securities Secured Financing Corporation Trust Mortgage
Pass-Through Certificates, Series 1996-1, Class R Certificates
Dear Sirs:
This letter is delivered to you in connection with the transfer by
_____________________ (the "Seller") to ______________________ (the "Purchaser")
of a ___% Percentage Interest of Prudential Securities Secured Financing
Corporation Trust Mortgage Pass-Through Certificates, Series 1996-1, Class R
(the "Certificates"), pursuant to Section 4.02 of the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of March 1, 1996
among Home Loan and Investment Bank, F.S.B., as servicer (the "Company"),
Prudential Securities Secured Financing Corporation, as depositor, and Bankers
Trust Company of California, N.A., as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the transfer of the
Certificates by the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the
Trustee and the Company a transfer affidavit and agreement in the form attached
to the Pooling and Servicing Agreement as Exhibit I. The Seller does not know or
believe that any representation contained therein is false.
I-1-1
<PAGE> 179
3. The Seller has no actual knowledge that the proposed Transferee is
not both a United States Person and a Permitted Transferee.
Very truly yours,
_________________________________
(Seller)
By: _____________________________
Name: ___________________________
Title: __________________________
I-1-2
<PAGE> 180
EXHIBIT J
FORM OF NOTICE
EXHIBIT A TO ENDORSEMENT
TO CERTIFICATE INSURANCE POLICY
J-1
<PAGE> 181
Exhibit A
To Endorsement 1
NOTICE OF CLAIM AND CERTIFICATE
Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
The undersigned, a duly authorized officer of Bankers Trust
Company of California, N.A. (the "Trustee"), hereby certifies to Financial
Security Assurance Inc. ("Financial Security"), with reference to Financial
Guaranty Insurance Policy No. 503447-N dated March 20, 1996 (the "Policy")
issued by Financial Security in respect of the Prudential Securities Secured
Financing Corporation Trust 1996-1 mortgage pass-Through Certificates, Series
1996-1, Class A- 1, Class A-2 and Class A-3 (the "Certificates"), that:
(i) The Trustee is the Trustee under the Pooling and Servicing
Agreement for the Holders.
(ii) The sum of all amounts on deposit (or scheduled to be on
deposit) in the Certificate Account (after giving effect to any applications of
funds from the Spread Account) and available for distribution to the Holders
pursuant to the Pooling and Servicing Agreement will be $___________ (the
"Shortfall") less than the sum of (a) the Guaranteed Distributions with respect
to the Distribution Date ($____________) and (b) the aggregate amount on deposit
(or scheduled to be on deposit) in the Certificate Account (after giving effect
to any applications of funds from the Spread Account) that will be applied to
make payments of principal on the Certificates on such Distribution Date
pursuant to the Pooling and Servicing Agreement, but without giving effect to
any payments to be made under the Policy.
(iii) The Trustee is making a claim under the Policy for the
lesser of (a) the Shortfall and (b) the Guaranteed Distributions with respect to
the Distribution Date, to be applied to distributions of principal or interest
or both with respect to the Certificates.
(iv) The Trustee agrees that, following receipt of funds from
Financial Security, it shall (a) hold such amounts in trust and apply the same
directly to the payment of Guaranteed Distributions on the Certificates when
due; (b) not apply such funds for any other purpose; (c) not commingle such
funds with other funds held by the Trustee and (d) maintain an accurate record
of such payments with respect to each Certificate and the corresponding claim on
the Policy and proceeds thereof and, if the Certificate is required to be
presented for such payment, shall stamp on each such Certificate the legend
"$[insert applicable amount] paid by Financial Security and the balance hereof
has been canceled and reissued" and then shall deliver such Certificate to
Financial Security.
A-1
<PAGE> 182
(v) The Trustee, on behalf of the Holders, hereby assigns to
Financial Security the rights of the Holders with respect to the Certificates to
the extent of any payments under the Policy, including, without limitation, any
amounts due to the Holders in respect of securities law violations arising from
the offer and sale of the Certificates. The foregoing assignment is in addition
to, and not in limitation of, rights of subrogation otherwise available to
Financial Security in respect of such payments. The Trustee shall take such
action and deliver such instruments as may be reasonably requested or required
by Financial Security to effectuate the purpose or provisions of this clause
(v).
(vi) The Trustee, on its behalf and on behalf of the Holders,
hereby appoints Financial Security as agent and attorney-in-fact for the Trustee
and each such Holder in any legal proceeding with respect to the Certificates.
The Trustee hereby agrees that Financial Security may at any time during the
continuation of any proceeding by or against any debtor with respect to which a
Preference Claim (as defined below) or other claim with respect to the
Certificates is being asserted under the United States Bankruptcy Code or any
other applicable bankruptcy, insolvency, receivership, rehabilitation or similar
law (an "Insolvency Proceeding") direct all matters relating to such Insolvency
Proceeding, including without limitation, (A) all matters relating to any claim
in connection with an Insolvency Proceeding seeking the avoidance as a
preferential transfer of any payment made with respect to the Certificates (a
"Preference Claim"), (B) the direction of any appeal of any order relating to
any Preference Claim at the expense of Financial Security but subject to
reimbursement as provided in the Insurance Agreement and (C) the posting of any
surety, supersedeas or performance bond pending any such appeal. In addition,
the Trustee hereby agrees that Financial Security shall be subrogated to, and
the Trustee on its behalf and on behalf of each Holder, hereby delegates and
assigns, to the fullest extent permitted by law, the rights of the Trustee and
each Holder in the conduct of any Insolvency Proceeding, including, without
limitation, all rights of any party to an adversary proceeding or action with
respect to any court order issued in connection with any such Insolvency
Proceeding.
(vii) Payments should be made by wire transfer directed to
[SPECIFY INSURANCE ACCOUNT OR CERTIFICATE ACCOUNT].
Unless the context otherwise requires, capitalized terms used
in this Notice of Claim and Certificate and not defined herein shall have the
meanings provided in the Policy.
A-2
<PAGE> 183
IN WITNESS WHEREOF, the Trustee has executed and delivered
this Notice of Claim and Certificate as of the ____ day of _______, _________.
________________________
By:
___________________
Title:
___________________
______________________________________________________________________________
For Financial Security or Fiscal Agent Use Only
Wire transfer sent on _________ by ________________________
Confirmation Number _______________________________________
A-3
<PAGE> 184
EXHIBIT K
FORM OF LIQUIDATION REPORT
Customer Name:
Account Number:
Original Principal Balance:
a) Liquidation Proceeds
Principal Prepayment $________
Property Sale Proceeds ________
Insurance Proceeds ________
Other (Itemize) ________
Total Proceeds $________
b) Servicing Advances $________
Monthly Advances ________
Servicing Fees ________
Total Advances $________
c) Net Liquidation Proceeds $________
(Line I minus Line 2)
d) Principal Balance of the Mortgage
Loan on date of liquidation $________
e) Loss, if any $________
(Line 4 minus Line 3)
K-1
<PAGE> 185
EXHIBIT L
FORM OF DELINQUENCY REPORT
DELINQUENCY AND FORECLOSURE INFORMATION
<TABLE>
<CAPTION>
REO FORECLOSURES
-------------------------------
OUTSTANDING # # OF # OF OUTSTANDING #
OF OUTSTANDING
INVESTOR DOLLARS ACCT RANGES AMOUNT ACCTS. PCT ACCTS.
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
REMIC
1994-4 30 TO 59 DAYS
60 TO 89 DAYS
90 AND OVER
TOTALS
</TABLE>
L-1
<PAGE> 186
EXHIBIT M
CLASS A CERTIFICATE INSURANCE POLICY
M-1-1
<PAGE> 187
FINANCIAL FINANCIAL GUARANTY
SECURITY INSURANCE POLICY
ASSURANCE(R)
Trust: As described in Endorsement No. 1 Policy No.: 50477-N
Date of Issuance: 3/20/96
Certificates: $54,103,000 Original Principal Amount, Prudential
Securities Secured Financing Corporation
Trust 1996-1 Mortgage Pass-Through Certificates,
Series 1996-1, Class A-1, Class A-2 and Class A-3
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for
consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to the
Trustee for the benefit of each Holder, subject only to the terms of this Policy
(which includes each endorsement hereto), the full and complete payment of
Guaranteed Distributions with respect to the Certificates of the Trust referred
to above.
For the further protection of each Holder, Financial Security
irrevocably and unconditionally guarantees payment of the amount of any
distribution of principal or interest with respect to the Certificates made
during the Term of this Policy to such Holder that is subsequently avoided in
whole or in part as a preference payment under applicable law.
Payment of any amount required to be paid under this Policy will be
made following receipt by Financial Security of notice as described in
Endorsement No. 1 hereto.
Financial Security shall be subrogated to the rights of each Holder to
receive distributions with respect to each Certificate held by such Holder to
the extent of any payment by Financial Security hereunder.
Except to the extent expressly modified by Endorsement No. 1 hereto,
the following terms shall have the meanings specified for all purposes of this
Policy. "Holder" means the registered owner of any Certificate as indicated on
the registration books maintained by or on behalf of the Trustee for such
purpose or, if the Certificate is in bearer form, the holder of the Certificate.
"Trustee", "Guaranteed Distributions" and "Term of this Policy" shall have the
meanings set forth in Endorsement No. 1 hereto.
This Policy sets forth in full the undertaking of Financial Security,
and shall not be modified, altered or affected by any other agreement or
instrument, including any modification or amendment thereto. Except to the
extent expressly modified by an endorsement hereto, the premiums paid in respect
of this Policy are nonrefundable for any reason whatsoever. This Policy may not
be canceled or revoked during the Term of this Policy. An acceleration payment
shall not be due under this Policy unless such acceleration is at the sole
option of Financial Security. THIS POLICY IS NOT COVERED BY THE
PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW
YORK INSURANCE LAW.
In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By
-------------------------------
AUTHORIZED OFFICER
A subsidiary of Financial Security Assurance Holdings Ltd.
350 Park Avenue, New York, N.Y. 10022-6022 (212) 826-0100
Form 101NY (5/89)
<PAGE> 188
ENDORSEMENT NO. 1 TO
FINANCIAL GUARANTY INSURANCE POLICY
FINANCIAL SECURITY ASSURANCE INC.
TRUST: The Trust Fund Held by the Trustee Under the Pooling and
Servicing Agreement, dated as of March 1, 1996, among Bankers
Trust Company of California, N.A., as Trustee, Prudential
Securities Secured Financing Corporation, as Depositor, and
Home Loan and Investment Bank, F.S.B., as Servicer.
CERTIFICATES: $54,103,000 Original Principal Amount Prudential
Securities Secured Financing Corporation Trust 1996-1
Mortgage Pass-Though Certificates, Series 1996-1, Class
A-1, Class A-2 and Class A-3
POLICY NO.: 50447-N
DATE OF ISSUANCE: March 20, 1996
1. Definitions. For all purposes of this Policy, the terms
specified below shall have the meanings or constructions provided below.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings provided in the Pooling and Servicing Agreement unless the context
shall otherwise require.
"Business Day" means any day other than (i) a Saturday or
Sunday, or (ii) a day on which banking institutions in the City of New York, the
State of Rhode Island or the State of California are authorized or obligated by
law or executive order to be closed.
"Guaranteed Distributions" means, with respect to each
Distribution Date, the distribution to be made to Holders in an aggregate amount
equal to the Class A Remittance Amount (as defined in the Pooling and Servicing
Agreement), in accordance with the original terms of the Certificates when
issued and without regard to any amendment or modification of the Certificates
or the Pooling and Servicing Agreement except amendments or modifications to
which Financial Security has given its prior written consent. Guaranteed
Distributions shall not include, nor shall coverage be provided under this
Policy in respect of, any taxes, withholding or other charge imposed by any
governmental authority.
"Policy" means this Financial Guaranty Insurance Policy and
includes each endorsement thereto.
"Pooling and Servicing Agreement" means the Pooling and
Servicing Agreement, dated as of March 1, 1996 among Bankers Trust Company of
California, N.A., as
<PAGE> 189
Trustee, Prudential Securities Secured Financing Corporation, as Depositor and
Home Loan and Investment Bank, F.S.B, as Servicer.
"Receipt" and "Received" mean actual delivery to Financial
Security and to the Fiscal Agent (as defined below), if any, prior to 12:00
noon, New York City time, on a Business Day; delivery either on a day that is
not a Business Day, or after 12:00 noon, New York City time, shall be deemed to
be receipt on the next succeeding Business Day. If any notice or certificate
given hereunder by the Trustee is not in proper form or is not properly
completed, executed or delivered, it shall be deemed not to have been Received,
and Financial Security or its Fiscal Agent shall promptly so advise the Trustee
and the Trustee may submit an amended notice.
"Term of This Policy" means the period from and including the
Date of Issuance to and including the date on which (i) the Principal Balance on
the Certificates is zero, (ii) any period during which any payment on the
Certificates could have been avoided in whole or in part as a preference payment
under applicable bankruptcy, insolvency, receivership or similar law has
expired, and (iii) if any proceedings requisite to avoidance as a preference
payment have been commenced prior to the occurrence of (i) and (ii), a final and
nonappealable order in resolution of each such proceeding has been entered.
"Trustee" means Bankers Trust Company of California, N.A. in
its capacity as Trustee under the Pooling and Servicing Agreement and any
successor in such capacity.
2. Notices and Conditions to Payment in Respect of Guaranteed
Distributions. Following Receipt by Financial Security of a notice and
certificate from the Trustee in the form attached as Exhibit A to this
Endorsement, Financial Security will pay any amount payable hereunder in respect
of Guaranteed Distributions out of the funds of Financial Security on the later
to occur of (a) 12:00 noon, New York City time, on the second Business Day
following such Receipt; and (b) 12:00 noon, New York City time, on the
Distribution Date to which such claim relates. Payments due hereunder in respect
of Guaranteed Distributions will be disbursed by wire transfer of immediately
available funds to the Insurance Account established pursuant to the Pooling and
Servicing Agreement or, if no such Insurance Account has been established, to
the Trustee for deposit to the Certificate Account.
Financial Security shall be entitled to pay any amount hereunder in
respect of Guaranteed Distributions, including any acceleration payment, whether
or not any notice and certificate shall have been Received by Financial Security
as provided above. Financial Security shall be entitled to pay hereunder any
amount in respect of Guaranteed Distributions on an accelerated basis at any
time or from time to time, in whole or in part, prior to the scheduled date of
payment thereof; Guaranteed Distributions insured hereunder shall not include
interest, in respect of principal paid hereunder on an accelerated basis,
accruing from after the date of such payment of principal. Financial Security's
obligations hereunder in respect of Guaranteed Distributions shall be discharged
to the extent funds are disbursed by Financial Security as provided herein
whether or not such funds are properly applied by the Trustee.
3. Notices and Conditions to Payment in Respect of Guaranteed
Distributions Avoided as Preference Payments. If any Guaranteed Distribution is
avoided as a preference
3
<PAGE> 190
payment under applicable bankruptcy, insolvency, receivership or similar law,
Financial Security will pay such amount out of the funds of Financial Security
on the later of (a) the date when due to be paid pursuant to the Order referred
to below or (b) the first to occur of (i) the fourth Business Day following
Receipt by Financial Security from the Trustee of (A) a certified copy of the
order of the court or other governmental body which exercised jurisdiction to
the effect that the Holder is required to return principal or interest
distributed with respect to the Certificates during the Term of this Policy
because such distributions were avoidable as preference payments under
applicable bankruptcy law (the "Order"), (B) a certificate of the Holder that
the Order has been entered and is not subject to any stay and (C) an assignment
duly executed and delivered by the Holder, in such form as is reasonably
required by Financial Security and provided to the Holder by Financial Security,
irrevocably assigning to Financial Security all rights and claims of the Holder
relating to or arising under the Certificates against the debtor which made such
preference payment or otherwise with respect to such preference payment or (ii)
the date of Receipt by Financial Security from the Trustee of the items referred
to in clauses (A), (B) and (C) above if, at least four Business Days prior to
such date of Receipt, Financial Security shall have Received written notice from
the Trustee that such items were to be delivered on such date and such date was
specified in such notice. Such payment shall be disbursed to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the Order
and not to the Trustee or any Holder directly (unless a Holder has previously
paid such amount to the receiver, conservator, debtor-in-possession or trustee
in bankruptcy named in the Order, in which case such payment shall be disbursed
to the Trustee for distribution to such Holder upon proof of such payment
reasonably satisfactory to Financial Security). In connection with the
foregoing, Financial Security shall have the rights provided pursuant to Section
5.01 of the Pooling and Servicing Agreement.
4. Governing Law. This Policy shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.
5. Fiscal Agent. At any time during the Term of this Policy, Financial
Security may appoint a fiscal agent (the "Fiscal Agent") for purposes of this
Policy by written notice to the Trustee at the notice address specified in the
Pooling and Servicing Agreement specifying the name and notice address of the
Fiscal Agent. From and after the date of receipt of such notice by the Trustee,
(i) copies of all notices and documents required to be delivered to Financial
Security pursuant to this Policy shall be simultaneously delivered to the Fiscal
Agent and to Financial Security and shall not be deemed Received until Received
by both and (ii) all payments required to be made by Financial Security under
this Policy may be made directly by Financial Security or by the Fiscal Agent on
behalf of Financial Security. The Fiscal Agent is the agent of Financial
Security only and the Fiscal Agent shall in no event be liable to any Holder for
any acts of the Fiscal Agent or any failure of Financial Security to deposit, or
cause to be deposited, sufficient funds to make payments due under this Policy.
6. Waiver of Defenses. To the fullest extent permitted by applicable
law, Financial Security agrees not to assert, and hereby waives, for the benefit
of each Holder, all rights (whether by counterclaim, set off or otherwise) and
defenses (including, without limitation, the defense of fraud), whether acquired
by subrogation, assignment or otherwise, to the extent
4
<PAGE> 191
that such rights and defenses may be available to Financial Security to avoid
payment of its obligations under this Policy in accordance with the express
provisions of this Policy.
7. Notices. All notices to be given hereunder shall be in writing
(except as otherwise specifically provided herein) and shall be mailed by
registered mail or personally delivered or telecopied to Financial Security as
follows:
Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022
Attention: Senior Vice President
Surveillance
Telecopy No.: (212) 339-3518
(212) 826-0100
Financial Security may specify a different address or addresses by writing
mailed or delivered to the Trustee.
8. Priorities. In the event any term or provision of the face of this
Policy is inconsistent with the provisions of this Endorsement, the provisions
of this Endorsement shall take precedence and shall be binding.
9. Exclusions From Insurance Guaranty Funds. This Policy is not covered
by the Property/Casualty Insurance Security Fund specified in Article 76 of the
New York Insurance Law. This Policy is not covered by the Florida Insurance
Guaranty Association created under Part II of Chapter 631 of the Florida
Insurance Code. In the event Financial Security were to become insolvent, any
claims arising under this Policy are excluded from coverage by the California
Insurance Guaranty Association, established pursuant to Article 14.2 of Chapter
1 of Part 2 of Division 1 of the California Insurance Code.
10. Surrender of Policy. The Holder shall surrender this Policy to
Financial Security for cancellation upon expiration of the Term of this Policy.
IN WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this
Endorsement No. 1 to be executed by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By
----------------------------
Authorized Officer
5
<PAGE> 192
Exhibit A
To Endorsement 1
NOTICE OF CLAIM AND CERTIFICATE
Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
The undersigned, a duly authorized officer of Bankers Trust Company of
California, N.A. (the "Trustee"), hereby certifies to Financial Security
Assurance Inc. ("Financial Security"), with reference to Financial Guaranty
Insurance Policy No. 503447-N dated March 20, 1996 (the "Policy") issued by
Financial Security in respect of the Prudential Securities Secured Financing
Corporation Trust 1996-1 mortgage pass-Through Certificates, Series 1996-1,
Class A- 1, Class A-2 and Class A-3 (the "Certificates"), that:
(i) The Trustee is the Trustee under the Pooling and Servicing
Agreement for the Holders.
(ii) The sum of all amounts on deposit (or scheduled to be on deposit)
in the Certificate Account (after giving effect to any applications of funds
from the Spread Account) and available for distribution to the Holders pursuant
to the Pooling and Servicing Agreement will be $___________ (the "Shortfall")
less than the sum of (a) the Guaranteed Distributions with respect to the
Distribution Date ($____________) and (b) the aggregate amount on deposit (or
scheduled to be on deposit) in the Certificate Account (after giving effect to
any applications of funds from the Spread Account) that will be applied to make
payments of principal on the Certificates on such Distribution Date pursuant to
the Pooling and Servicing Agreement, but without giving effect to any payments
to be made under the Policy.
(iii) The Trustee is making a claim under the Policy for the lesser of
(a) the Shortfall and (b) the Guaranteed Distributions with respect to the
Distribution Date, to be applied to distributions of principal or interest or
both with respect to the Certificates.
(iv) The Trustee agrees that, following receipt of funds from Financial
Security, it shall (a) hold such amounts in trust and apply the same directly to
the payment of Guaranteed Distributions on the Certificates when due; (b) not
apply such funds for any other purpose; (c) not commingle such funds with other
funds held by the Trustee and (d) maintain an accurate record of such payments
with respect to each Certificate and the corresponding claim on the Policy and
proceeds thereof and, if the Certificate is required to be presented for such
payment, shall stamp on each such Certificate the legend "$[insert applicable
amount] paid by Financial Security and the balance hereof has been canceled and
reissued" and then shall deliver such Certificate to Financial Security.
(v) The Trustee, on behalf of the Holders, hereby assigns to Financial
Security the rights of the Holders with respect to the Certificates to the
extent of any payments under the Policy, including, without limitation, any
amounts due to the Holders in respect of securities law
A-1
<PAGE> 193
violations arising from the offer and sale of the Certificates. The foregoing
assignment is in addition to, and not in limitation of, rights of subrogation
otherwise available to Financial Security in respect of such payments. The
Trustee shall take such action and deliver such instruments as may be reasonably
requested or required by Financial Security to effectuate the purpose or
provisions of this clause (v).
(vi) The Trustee, on its behalf and on behalf of the Holders, hereby
appoints Financial Security as agent and attorney-in-fact for the Trustee and
each such Holder in any legal proceeding with respect to the Certificates. The
Trustee hereby agrees that Financial Security may at any time during the
continuation of any proceeding by or against any debtor with respect to which a
Preference Claim (as defined below) or other claim with respect to the
Certificates is being asserted under the United States Bankruptcy Code or any
other applicable bankruptcy, insolvency, receivership, rehabilitation or similar
law (an "Insolvency Proceeding") direct all matters relating to such Insolvency
Proceeding, including without limitation, (A) all matters relating to any claim
in connection with an Insolvency Proceeding seeking the avoidance as a
preferential transfer of any payment made with respect to the Certificates (a
"Preference Claim"), (B) the direction of any appeal of any order relating to
any Preference Claim at the expense of Financial Security but subject to
reimbursement as provided in the Insurance Agreement and (C) the posting of any
surety, supersedeas or performance bond pending any such appeal. In addition,
the Trustee hereby agrees that Financial Security shall be subrogated to, and
the Trustee on its behalf and on behalf of each Holder, hereby delegates and
assigns, to the fullest extent permitted by law, the rights of the Trustee and
each Holder in the conduct of any Insolvency Proceeding, including, without
limitation, all rights of any party to an adversary proceeding or action with
respect to any court order issued in connection with any such Insolvency
Proceeding.
(vii) Payments should be made by wire transfer directed to [SPECIFY
INSURANCE ACCOUNT OR CERTIFICATE ACCOUNT].
Unless the context otherwise requires, capitalized terms used in this
Notice of Claim and Certificate and not defined herein shall have the meanings
provided in the Policy.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
of Claim and Certificate as of the ____ day of _______, _________.
______________________
By:___________________
Title:________________
___________________________________________________________________________
For Financial Security or Fiscal Agent Use Only
Wire transfer sent on _________ by ________________________
A-2
<PAGE> 194
Confirmation Number _______________________________________
A-3
<PAGE> 195
EXHIBIT N
ERISA INVESTMENT REPRESENTATION LETTER
Prudential Securities Secured
Financing Corporation
199 Water Street
26th Floor
New York, New York 10292
Home Loan and Investment Bank, F.S.B.
One Home Loan Plaza
Warwick, Rhode Island 02886
Bankers Trust Company of California, N.A.
3 Park Plaza
16th Floor
Irvine, California 92714
Re: Prudential Securities Secured Financing Corporation
Mortgage Pass-Through Certificates, Series 1996-1
The undersigned (the "Purchaser") proposes to purchase certain
Class R Certificates (the "Certificates"). In doing so, the Purchaser hereby
acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and
not otherwise defined shall have the meaning given it in the Pooling and
Servicing Agreement, dated as of March 1, 1996 (the "Agreement"), among
Prudential Securities Secured Financing Corporation, as Depositor (the
"Depositor"), Home Loan and Investment Bank, F.S.B., as Servicer (the
"Servicer") and Bankers Trust Company of California, N.A., as Trustee (the
"Trustee") relating to the Certificates.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Depositor and the Trustee that 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 Code,
or a governmental plan 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") or (b) is an insurance company and is
not using the assets of any insurance company separate account in which the
assets of any such plan are invested to acquire such Certificates. The Purchaser
understands that if a Certificate is ever presented for registration in the name
of a Plan or any other Person who is using the assets of any such Plan to effect
such acquisition, an
N-1
<PAGE> 196
Opinion of Counsel satisfactory to the Trustee and Depositor will be required to
the effect that the purchase or holding of the Certificates will not result in
the assets of the Trust Fund being deemed to be "plan assets" and subject to the
fiduciary responsibility provisions of ERISA or the prohibited transaction
provisions of the Code, will not constitute or result in a prohibited
transaction within the meaning of Section 406 or Section 407 of ERISA or Section
4975 of the Code, and will not subject the Trustee, the Servicer or the
Depositor to any obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code), which Opinion of Counsel shall not be
an expense of the Trustee, the Servicer or the Depositor.
IN WITNESS WHEREOF, the undersigned has caused this ERISA
Investment Representation Letter to be validly executed by its duly authorized
representative as of the date first above written.
[NAME OF PURCHASER]
By:____________________
Name:
Title:
N-2
<PAGE> 197
EXHIBIT O
INFORMATION TO BE CONTAINED ON
MAGNETIC TAPE
O-1
<PAGE> 1
FINANCIAL FINANCIAL GUARANTY
SECURITY INSURANCE POLICY
ASSURANCE(R)
Trust: As described in Endorsement No. 1 Policy No.: 50477-N
Date of Issuance: 3/20/96
Certificates: $54,103,000 Original Principal Amount, Prudential
Securities Secured Financing Corporation
Trust 1996-1 Mortgage Pass-Through Certificates,
Series 1996-1, Class A-1, Class A-2 and Class A-3
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for
consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to the
Trustee for the benefit of each Holder, subject only to the terms of this Policy
(which includes each endorsement hereto), the full and complete payment of
Guaranteed Distributions with respect to the Certificates of the Trust referred
to above.
For the further protection of each Holder, Financial Security
irrevocably and unconditionally guarantees payment of the amount of any
distribution of principal or interest with respect to the Certificates made
during the Term of this Policy to such Holder that is subsequently avoided in
whole or in part as a preference payment under applicable law.
Payment of any amount required to be paid under this Policy will be
made following receipt by Financial Security of notice as described in
Endorsement No. 1 hereto.
Financial Security shall be subrogated to the rights of each Holder to
receive distributions with respect to each Certificate held by such Holder to
the extent of any payment by Financial Security hereunder.
Except to the extent expressly modified by Endorsement No. 1 hereto,
the following terms shall have the meanings specified for all purposes of this
Policy. "Holder" means the registered owner of any Certificate as indicated on
the registration books maintained by or on behalf of the Trustee for such
purpose or, if the Certificate is in bearer form, the holder of the Certificate.
"Trustee", "Guaranteed Distributions" and "Term of this Policy" shall have the
meanings set forth in Endorsement No. 1 hereto.
This Policy sets forth in full the undertaking of Financial Security,
and shall not be modified, altered or affected by any other agreement or
instrument, including any modification or amendment thereto. Except to the
extent expressly modified by an endorsement hereto, the premiums paid in respect
of this Policy are nonrefundable for any reason whatsoever. This Policy may not
be canceled or revoked during the Term of this Policy. An acceleration payment
shall not be due under this Policy unless such acceleration is at the sole
option of Financial Security. THIS POLICY IS NOT COVERED BY THE
PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW
YORK INSURANCE LAW.
In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By
-------------------------------
AUTHORIZED OFFICER
A subsidiary of Financial Security Assurance Holdings Ltd.
350 Park Avenue, New York, N.Y. 10022-6022 (212) 826-0100
Form 101NY (5/89)
<PAGE> 2
ENDORSEMENT NO. 1 TO
FINANCIAL GUARANTY INSURANCE POLICY
FINANCIAL SECURITY ASSURANCE INC.
TRUST: The Trust Fund Held by the Trustee Under the Pooling and
Servicing Agreement, dated as of March 1, 1996, among Bankers
Trust Company of California, N.A., as Trustee, Prudential
Securities Secured Financing Corporation, as Depositor, and
Home Loan and Investment Bank, F.S.B., as Servicer.
CERTIFICATES: $54,103,000 Original Principal Amount Prudential
Securities Secured Financing Corporation Trust 1996-1
Mortgage Pass-Though Certificates, Series 1996-1,
Class A-1, Class A-2 and Class A-3
POLICY NO.: 50447-N
DATE OF ISSUANCE: March 20, 1996
1. Definitions. For all purposes of this Policy, the terms
specified below shall have the meanings or constructions provided below.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings provided in the Pooling and Servicing Agreement unless the context
shall otherwise require.
"Business Day" means any day other than (i) a
Saturday or Sunday, or (ii) a day on which banking institutions in the City of
New York, the State of Rhode Island or the State of California are authorized or
obligated by law or executive order to be closed.
"Guaranteed Distributions" means, with respect to
each Distribution Date, the distribution to be made to Holders in an aggregate
amount equal to the Class A Remittance Amount (as defined in the Pooling and
Servicing Agreement), in accordance with the original terms of the Certificates
when issued and without regard to any amendment or modification of the
Certificates or the Pooling and Servicing Agreement except amendments or
modifications to which Financial Security has given its prior written consent.
Guaranteed Distributions shall not include, nor shall coverage be provided under
this Policy in respect of, any taxes, withholding or other charge imposed by any
governmental authority.
"Policy" means this Financial Guaranty Insurance
Policy and includes each endorsement thereto.
"Pooling and Servicing Agreement" means the Pooling
and Servicing Agreement, dated as of March 1, 1996 among Bankers Trust Company
of California, N.A., as
<PAGE> 3
Trustee, Prudential Securities Secured Financing Corporation, as Depositor and
Home Loan and Investment Bank, F.S.B, as Servicer.
"Receipt" and "Received" mean actual delivery to
Financial Security and to the Fiscal Agent (as defined below), if any, prior to
12:00 noon, New York City time, on a Business Day; delivery either on a day that
is not a Business Day, or after 12:00 noon, New York City time, shall be deemed
to be receipt on the next succeeding Business Day. If any notice or certificate
given hereunder by the Trustee is not in proper form or is not properly
completed, executed or delivered, it shall be deemed not to have been Received,
and Financial Security or its Fiscal Agent shall promptly so advise the Trustee
and the Trustee may submit an amended notice.
"Term of This Policy" means the period from and
including the Date of Issuance to and including the date on which (i) the
Principal Balance on the Certificates is zero, (ii) any period during which any
payment on the Certificates could have been avoided in whole or in part as a
preference payment under applicable bankruptcy, insolvency, receivership or
similar law has expired, and (iii) if any proceedings requisite to avoidance as
a preference payment have been commenced prior to the occurrence of (i) and
(ii), a final and nonappealable order in resolution of each such proceeding has
been entered.
"Trustee" means Bankers Trust Company of California,
N.A. in its capacity as Trustee under the Pooling and Servicing Agreement and
any successor in such capacity.
2. Notices and Conditions to Payment in Respect of Guaranteed
Distributions. Following Receipt by Financial Security of a notice and
certificate from the Trustee in the form attached as Exhibit A to this
Endorsement, Financial Security will pay any amount payable hereunder in respect
of Guaranteed Distributions out of the funds of Financial Security on the later
to occur of (a) 12:00 noon, New York City time, on the second Business Day
following such Receipt; and (b) 12:00 noon, New York City time, on the
Distribution Date to which such claim relates. Payments due hereunder in respect
of Guaranteed Distributions will be disbursed by wire transfer of immediately
available funds to the Insurance Account established pursuant to the Pooling and
Servicing Agreement or, if no such Insurance Account has been established, to
the Trustee for deposit to the Certificate Account.
Financial Security shall be entitled to pay any amount
hereunder in respect of Guaranteed Distributions, including any acceleration
payment, whether or not any notice and certificate shall have been Received by
Financial Security as provided above. Financial Security shall be entitled to
pay hereunder any amount in respect of Guaranteed Distributions on an
accelerated basis at any time or from time to time, in whole or in part, prior
to the scheduled date of payment thereof; Guaranteed Distributions insured
hereunder shall not include interest, in respect of principal paid hereunder on
an accelerated basis, accruing from after the date of such payment of principal.
Financial Security's obligations hereunder in respect of Guaranteed
Distributions shall be discharged to the extent funds are disbursed by Financial
Security as provided herein whether or not such funds are properly applied by
the Trustee.
3. Notices and Conditions to Payment in Respect of Guaranteed
Distributions Avoided as Preference Payments. If any Guaranteed Distribution is
avoided as a preference
3
<PAGE> 4
payment under applicable bankruptcy, insolvency, receivership or similar law,
Financial Security will pay such amount out of the funds of Financial Security
on the later of (a) the date when due to be paid pursuant to the Order referred
to below or (b) the first to occur of (i) the fourth Business Day following
Receipt by Financial Security from the Trustee of (A) a certified copy of the
order of the court or other governmental body which exercised jurisdiction to
the effect that the Holder is required to return principal or interest
distributed with respect to the Certificates during the Term of this Policy
because such distributions were avoidable as preference payments under
applicable bankruptcy law (the "Order"), (B) a certificate of the Holder that
the Order has been entered and is not subject to any stay and (C) an assignment
duly executed and delivered by the Holder, in such form as is reasonably
required by Financial Security and provided to the Holder by Financial Security,
irrevocably assigning to Financial Security all rights and claims of the Holder
relating to or arising under the Certificates against the debtor which made such
preference payment or otherwise with respect to such preference payment or (ii)
the date of Receipt by Financial Security from the Trustee of the items referred
to in clauses (A), (B) and (C) above if, at least four Business Days prior to
such date of Receipt, Financial Security shall have Received written notice from
the Trustee that such items were to be delivered on such date and such date was
specified in such notice. Such payment shall be disbursed to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the Order
and not to the Trustee or any Holder directly (unless a Holder has previously
paid such amount to the receiver, conservator, debtor-in-possession or trustee
in bankruptcy named in the Order, in which case such payment shall be disbursed
to the Trustee for distribution to such Holder upon proof of such payment
reasonably satisfactory to Financial Security). In connection with the
foregoing, Financial Security shall have the rights provided pursuant to Section
5.01 of the Pooling and Servicing Agreement.
4. Governing Law. This Policy shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to the conflict of laws principles thereof.
5. Fiscal Agent. At any time during the Term of this Policy,
Financial Security may appoint a fiscal agent (the "Fiscal Agent") for purposes
of this Policy by written notice to the Trustee at the notice address specified
in the Pooling and Servicing Agreement specifying the name and notice address of
the Fiscal Agent. From and after the date of receipt of such notice by the
Trustee, (i) copies of all notices and documents required to be delivered to
Financial Security pursuant to this Policy shall be simultaneously delivered to
the Fiscal Agent and to Financial Security and shall not be deemed Received
until Received by both and (ii) all payments required to be made by Financial
Security under this Policy may be made directly by Financial Security or by the
Fiscal Agent on behalf of Financial Security. The Fiscal Agent is the agent of
Financial Security only and the Fiscal Agent shall in no event be liable to any
Holder for any acts of the Fiscal Agent or any failure of Financial Security to
deposit, or cause to be deposited, sufficient funds to make payments due under
this Policy.
6. Waiver of Defenses. To the fullest extent permitted by
applicable law, Financial Security agrees not to assert, and hereby waives, for
the benefit of each Holder, all rights (whether by counterclaim, set off or
otherwise) and defenses (including, without limitation, the defense of fraud),
whether acquired by subrogation, assignment or otherwise, to the extent
4
<PAGE> 5
that such rights and defenses may be available to Financial Security to avoid
payment of its obligations under this Policy in accordance with the express
provisions of this Policy.
7. Notices. All notices to be given hereunder shall be in
writing (except as otherwise specifically provided herein) and shall be mailed
by registered mail or personally delivered or telecopied to Financial Security
as follows:
Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022
Attention: Senior Vice President
Surveillance
Telecopy No.: (212) 339-3518
(212) 826-0100
Financial Security may specify a different address or addresses by writing
mailed or delivered to the Trustee.
8. Priorities. In the event any term or provision of the face
of this Policy is inconsistent with the provisions of this Endorsement, the
provisions of this Endorsement shall take precedence and shall be binding.
9. Exclusions From Insurance Guaranty Funds. This Policy is
not covered by the Property/Casualty Insurance Security Fund specified in
Article 76 of the New York Insurance Law. This Policy is not covered by the
Florida Insurance Guaranty Association created under Part II of Chapter 631 of
the Florida Insurance Code. In the event Financial Security were to become
insolvent, any claims arising under this Policy are excluded from coverage by
the California Insurance Guaranty Association, established pursuant to Article
14.2 of Chapter 1 of Part 2 of Division 1 of the California Insurance Code.
10. Surrender of Policy. The Holder shall surrender this
Policy to Financial Security for cancellation upon expiration of the Term of
this Policy.
IN WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has
caused this Endorsement No. 1 to be executed by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By
-----------------------------
Authorized Officer
5
<PAGE> 6
Exhibit A
To Endorsement 1
NOTICE OF CLAIM AND CERTIFICATE
Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
The undersigned, a duly authorized officer of Bankers Trust
Company of California, N.A. (the "Trustee"), hereby certifies to Financial
Security Assurance Inc. ("Financial Security"), with reference to Financial
Guaranty Insurance Policy No. 503447-N dated March 20, 1996 (the "Policy")
issued by Financial Security in respect of the Prudential Securities Secured
Financing Corporation Trust 1996-1 mortgage pass-Through Certificates, Series
1996-1, Class A- 1, Class A-2 and Class A-3 (the "Certificates"), that:
(i) The Trustee is the Trustee under the Pooling and
Servicing Agreement for the Holders.
(ii) The sum of all amounts on deposit (or scheduled to be
on deposit) in the Certificate Account (after giving effect to any applications
of funds from the Spread Account) and available for distribution to the Holders
pursuant to the Pooling and Servicing Agreement will be $___________ (the
"Shortfall") less than the sum of (a) the Guaranteed Distributions with respect
to the Distribution Date ($____________) and (b) the aggregate amount on deposit
(or scheduled to be on deposit) in the Certificate Account (after giving effect
to any applications of funds from the Spread Account) that will be applied to
make payments of principal on the Certificates on such Distribution Date
pursuant to the Pooling and Servicing Agreement, but without giving effect to
any payments to be made under the Policy.
(iii) The Trustee is making a claim under the Policy for
the lesser of (a) the Shortfall and (b) the Guaranteed Distributions with
respect to the Distribution Date, to be applied to distributions of principal or
interest or both with respect to the Certificates.
(iv) The Trustee agrees that, following receipt of funds
from Financial Security, it shall (a) hold such amounts in trust and apply the
same directly to the payment of Guaranteed Distributions on the Certificates
when due; (b) not apply such funds for any other purpose; (c) not commingle such
funds with other funds held by the Trustee and (d) maintain an accurate record
of such payments with respect to each Certificate and the corresponding claim on
the Policy and proceeds thereof and, if the Certificate is required to be
presented for such payment, shall stamp on each such Certificate the legend
"$[insert applicable amount] paid by Financial Security and the balance hereof
has been canceled and reissued" and then shall deliver such Certificate to
Financial Security.
(v) The Trustee, on behalf of the Holders, hereby assigns
to Financial Security the rights of the Holders with respect to the Certificates
to the extent of any payments under the Policy, including, without limitation,
any amounts due to the Holders in respect of securities law
A-1
<PAGE> 7
violations arising from the offer and sale of the Certificates. The foregoing
assignment is in addition to, and not in limitation of, rights of subrogation
otherwise available to Financial Security in respect of such payments. The
Trustee shall take such action and deliver such instruments as may be reasonably
requested or required by Financial Security to effectuate the purpose or
provisions of this clause (v).
(vi) The Trustee, on its behalf and on behalf of the
Holders, hereby appoints Financial Security as agent and attorney-in-fact for
the Trustee and each such Holder in any legal proceeding with respect to the
Certificates. The Trustee hereby agrees that Financial Security may at any time
during the continuation of any proceeding by or against any debtor with respect
to which a Preference Claim (as defined below) or other claim with respect to
the Certificates is being asserted under the United States Bankruptcy Code or
any other applicable bankruptcy, insolvency, receivership, rehabilitation or
similar law (an "Insolvency Proceeding") direct all matters relating to such
Insolvency Proceeding, including without limitation, (A) all matters relating to
any claim in connection with an Insolvency Proceeding seeking the avoidance as a
preferential transfer of any payment made with respect to the Certificates (a
"Preference Claim"), (B) the direction of any appeal of any order relating to
any Preference Claim at the expense of Financial Security but subject to
reimbursement as provided in the Insurance Agreement and (C) the posting of any
surety, supersedeas or performance bond pending any such appeal. In addition,
the Trustee hereby agrees that Financial Security shall be subrogated to, and
the Trustee on its behalf and on behalf of each Holder, hereby delegates and
assigns, to the fullest extent permitted by law, the rights of the Trustee and
each Holder in the conduct of any Insolvency Proceeding, including, without
limitation, all rights of any party to an adversary proceeding or action with
respect to any court order issued in connection with any such Insolvency
Proceeding.
(vii) Payments should be made by wire transfer directed to
[SPECIFY INSURANCE ACCOUNT OR CERTIFICATE ACCOUNT].
Unless the context otherwise requires, capitalized terms used
in this Notice of Claim and Certificate and not defined herein shall have the
meanings provided in the Policy.
IN WITNESS WHEREOF, the Trustee has executed and delivered
this Notice of Claim and Certificate as of the ____ day of _______, _________.
______________________________
By:___________________________
Title:________________________
_________________________________________________________________
For Financial Security or Fiscal Agent Use Only
Wire transfer sent on _________ by ________________________
A-2
<PAGE> 8
Confirmation Number _______________________________________
A-3
<PAGE> 1
EXECUTION COPY
PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION
Depositor
and
HOME LOAN AND INVESTMENT BANK, F.S.B.
Unaffiliated Seller
---------------------------
UNAFFILIATED SELLER'S AGREEMENT
Dated as of March 1, 1996
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE ONE DEFINITIONS...................................................................... 1
Section 1.01. Definitions................................................................ 1
ARTICLE TWO PURCHASE, SALE AND CONVEYANCE OF MORTGAGE
LOANS............................................................................ 4
Section 2.01. Agreement to Purchase...................................................... 4
Section 2.02. Purchase Price............................................................. 5
Section 2.03. Conveyance of Mortgage Loans;
Possession of Mortgage Files............................................... 5
Section 2.04. Delivery of Mortgage Loan
Documents.................................................................. 6
Section 2.05. Acceptance of Mortgage Loans............................................... 8
Section 2.06. Transfer of Mortgage Loans;
Assignment of Agreement.................................................... 10
Section 2.07. Examination of Mortgage Files.............................................. 11
Section 2.08. Books and Records.......................................................... 11
Section 2.09. Cost of Delivery of Documents.............................................. 12
ARTICLE THREE REPRESENTATIONS AND WARRANTIES................................................... 12
Section 3.01. Representations and Warranties as
to the Unaffiliated Seller................................................. 12
Section 3.02. Representations and Warranties
Relating to the Mortgage Loans............................................. 14
Section 3.03. Covenants of the Unaffiliated
Seller..................................................................... 23
Section 3.04. Representations and Warranties of
the Depositor.............................................................. 23
Section 3.05. Repurchase Obligation for Defective
Documentation and for Breach of a
Representation or Warranty................................................. 24
ARTICLE FOUR THE UNAFFILIATED SELLER.......................................................... 28
Section 4.01. Merger or Consolidation.................................................... 28
Section 4.02. Costs...................................................................... 28
Section 4.03. Servicing.................................................................. 29
Section 4.04. Mandatory Delivery......................................................... 29
Section 4.05. Indemnification............................................................ 29
ARTICLE FIVE CONDITIONS OF CLOSING............................................................ 32
Section 5.01. Conditions of Depositor's
Obligations................................................................ 32
Section 5.02. Conditions of Unaffiliated Seller's
Obligations................................................................ 35
</TABLE>
i
<PAGE> 3
<TABLE>
<CAPTION>
Page
----
<S> <C>
Section 5.03. Termination of Depositor's
Obligations................................................................ 35
ARTICLE SIX MISCELLANEOUS.................................................................... 36
Section 6.01. Notices.................................................................... 36
Section 6.02. Severability of Provisions................................................. 36
Section 6.03. Agreement of Unaffiliated Seller........................................... 37
Section 6.04. Survival................................................................... 37
Section 6.05. Effect of Headings and Table of
Contents................................................................... 37
Section 6.06. Successors and Assigns..................................................... 37
Section 6.07. Governing Law.............................................................. 37
Section 6.08. Confirmation of Intent..................................................... 37
Section 6.09. Execution in Counterparts.................................................. 38
Section 6.10. Miscellaneous.............................................................. 38
</TABLE>
Exhibit A - Closing Schedule
Exhibit B - [RESERVED]
Exhibit C - Officer's Certificate
Exhibit D - Opinion of Counsel to Unaffiliated Seller
ii
<PAGE> 4
This Agreement (the "Unaffiliated Seller's Agreement"), dated as of
March 1, 1996, by and between PRUDENTIAL SECURITIES SECURED FINANCING
CORPORATION, a Delaware corporation (the "Depositor"), and HOME LOAN AND
INVESTMENT BANK, F.S.B., a federal savings bank (the "Unaffiliated Seller").
W I T N E S S E T H:
WHEREAS, Exhibit A attached hereto and made a part hereof
lists certain conventional, one-to-four family fixed rate, first and second lien
mortgage loans (the "Mortgage Loans") owned by the Unaffiliated Seller that the
Unaffiliated Seller desires to sell to the Depositor and that the Depositor
desires to purchase;
WHEREAS, it is the intention of the Unaffiliated Seller and
the Depositor that simultaneously with the Unaffiliated Seller's conveyance of
the Mortgage Loans to Depositor on the Closing Date (a) the Depositor shall
deposit the Mortgage Loans in a trust pursuant to a Pooling and Servicing
Agreement to be dated as of March 1, 1996 (the "Pooling and Servicing
Agreement"), to be entered into by and among the Depositor, as depositor, the
Unaffiliated Seller, as servicer, and Bankers Trust Company of California, N.A.,
as trustee (the "Trustee") and (b) the Trustee shall issue certificates (the
"Certificates") evidencing beneficial ownership interests in the property of the
trust fund formed by the Pooling and Servicing Agreement (the "Trust Fund") to
the Depositor;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements hereinafter set forth, the parties hereto agree as follows:
ARTICLE ONE
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:
"Agreement" means this Unaffiliated Seller's Agreement, as
amended or supplemented in accordance with the provisions hereof.
"Certificate Insurer" means Financial Security Assurance Inc.,
a stock insurance company organized and created under the laws of the State of
New York, and any successors thereto.
1
<PAGE> 5
"Closing Date" shall have the meaning ascribed thereto in
Section 2.01(c).
"Closing Schedule" shall have the meaning ascribed thereto in
Section 2.01(b).
"Commission" means the Securities and Exchange Commission.
"Cut-Off Date" means the close of business, February 29, 1996.
"Cut-Off Date Aggregate Principal Balance" means
$54,103,729.22 the aggregate unpaid principal balance of the Mortgage Loans as
of the Cut-Off Date.
"Cut-Off Date Principal Balance" means as to each Mortgage
Loan, its unpaid principal balance as of the Cut-Off Date.
"Deleted Mortgage Loan" shall have the meaning ascribed
thereto in Section 3.05.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Mortgage" means the mortgage or deed of trust creating a
first or second lien, as the case may be, on an estate in fee simple in real
property, and securing a Mortgage Note, as amended or modified.
"Mortgage Interest Rate" means, for any Mortgage Loan, the
fixed annual rate at which interest accrues on such Mortgage Loan, as shown on
the Mortgage Loan Schedule attached as Exhibit G to the Pooling and Servicing
Agreement.
"Mortgage Loans" means such of the mortgage loans to be sold,
transferred and assigned to the Depositor on the Closing Date pursuant to
Article Two hereof (including the related Mortgage Notes and related Mortgages),
all as identified in the Closing Schedule.
"Mortgage Note" means the note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
as amended or modified.
"Mortgaged Property" means the property subject to a Mortgage.
"Mortgagor" means the obligor on a Mortgage Note.
"Prospectus" means the Prospectus dated August 4, 1994
relating to the offering by the Depositor from time to
2
<PAGE> 6
time of its Pass-Through Certificates (Issuable in Series) in the form in which
it was or will be filed with the Securities Exchange Commission pursuant to Rule
424(b) under the Securities Act with respect to the offer and sale of the
Certificates.
"Prospectus Supplement" means the Prospectus Supplement dated
March 14, 1996, relating to the offering of the Certificates in the form in
which it was or will be filed with the Commission pursuant to Rule 424(b) under
the Securities Act with respect to the offer and sale of the Certificates.
"Registration Statement" means that certain registration
statement on Form S-3, as amended (Registration No. 33-91148) relating to the
offering by the Depositor from time to time of its Pass-Through Certificates
(Issuable in Series) as heretofore declared effective by the Commission.
"Securities Act" means the Securities Act of 1933, as amended.
"Termination Event" means the existence of any one or more of
the following conditions:
(a) A stop order suspending the effectiveness of the
Registration Statement shall have been issued or a proceeding for that purpose
shall have been initiated or threatened by the Commission; or
(b) Subsequent to the execution and delivery of this
Agreement, a downgrading, or public notification of a possible change, without
indication of direction, shall have occurred in the rating afforded any of the
debt securities or claims paying ability of any person providing any form of
credit enhancement for any of the Certificates, by any "nationally recognized
statistical rating organization," as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Securities Act; or
(c) Subsequent to the execution and delivery of this
Agreement, there shall have occurred an adverse change in the condition,
financial or otherwise, earnings, affairs, regulatory situation or business
prospects of the Certificate Insurer or the Unaffiliated Seller reasonably
determined by the Depositor to be material; or
(d) Subsequent to the date of this Agreement there shall have
occurred any of the following: (i) a suspension or material limitation in
trading in securities substantially similar to the Certificates; (ii) a general
moratorium on commercial banking activities in New York declared by either
Federal or New York State authorities; or (iii) the engagement
3
<PAGE> 7
by the United States in hostilities, or the escalation of such hostilities, or
any calamity or crisis, if the effect of any such event specified in this clause
(iii) in the reasonable judgment of the Depositor makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Certificates on the terms and in the manner contemplated in the Prospectus
Supplement.
"Unaffiliated Seller" means Home Loan and Investment Bank,
F.S.B., in its capacity as Unaffiliated Seller of the Mortgage Loans under this
Agreement and any successor to Home Loan and Investment Bank, F.S.B., whether
through merger, consolidation, purchase and assumption of Home Loan and
Investment Bank, F.S.B. or all or substantially all of its assets or otherwise.
Capitalized terms used herein that are not otherwise defined
shall have the respective meanings ascribed thereto in the Pooling and Servicing
Agreement.
ARTICLE TWO
PURCHASE, SALE AND CONVEYANCE OF MORTGAGE LOANS
Section 2.01. Agreement to Purchase. (a) Subject to the terms
and conditions of this Agreement, the Unaffiliated Seller agrees to sell, and
the Depositor agrees to purchase on the Closing Date, the Mortgage Loans, having
the Cut-Off Date Aggregate Principal Balance of the Mortgage Loans or, in
accordance with Section 2.07, such other balance as is evidenced by the actual
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans, accepted by the
Depositor on the Closing Date and listed in the Closing Schedule.
(b) Subject to Section 2.07, the Depositor and the
Unaffiliated Seller have agreed upon which of the Unaffiliated Seller's mortgage
loans are to be purchased by the Depositor on the Closing Date pursuant to this
Agreement, and the Unaffiliated Seller has prepared a schedule describing the
Mortgage Loans (the "Closing Schedule") setting forth all of the Mortgage Loans
to be purchased under this Agreement, which schedule is attached hereto as
Exhibit A. The Closing Schedule shall conform to the requirements of the
Depositor and to the definition of "Mortgage Loan Schedule" under the Pooling
and Servicing Agreement. The Closing Schedule shall be used as the Mortgage Loan
Schedule under the Pooling and Servicing Agreement.
(c) The closing for the purchase and sale of the Mortgage
Loans shall take place at the offices of Dewey Ballantine, New York, New York,
at 10:00 a.m., New York time, on March 20, 1996 or such other place and time as
the parties
4
<PAGE> 8
shall agree (such time being herein referred to as the "Closing Date").
Section 2.02. Purchase Price. On the Closing Date, as full
consideration for the Unaffiliated Seller's sale of the Mortgage Loans to the
Depositor, the Depositor will deliver to the Unaffiliated Seller (i) an amount
in cash equal to the sum of (A) 99.584375% of the aggregate principal balance as
of the Closing Date of the Class A-1 Certificates, (B) 99.615625% of the
aggregate principal balance as of the Closing Date of the Class A-2
Certificates, (C) 99.584375% of the aggregate principal balance as of the
Closing Date of the Class A-3 Certificates, (D) the sum of (x) accrued interest
on the Original Class A-1 Principal Balance at the rate of 6.300% per annum from
March 1, 1996 to (but not including) March 20, 1996, (y) accrued interest on the
Original Class A-2 Principal Balance at the rate of 7.225% per annum from March
1, 1996 to (but not including) March 20, 1996 and (z) accrued interest on the
Original Class A-3 Principal Balance at the rate of 7.175% per annum from March
1, 1996 to (but not including) March 20, 1996, all payable by wire transfer of
same day funds and (ii) the Class R Certificates to be issued pursuant to the
Pooling and Servicing Agreement.
Section 2.03. Conveyance of Mortgage Loans; Possession of
Mortgage Files. On the Closing Date, the Unaffiliated Seller shall sell,
transfer, assign, set over and convey to the Depositor, without recourse but
subject to the terms of this Agreement, all right, title and interest in and to
the applicable Mortgage Loans, the insurance policies relating to each such
Mortgage Loan and all right, title and interest in and to the proceeds of such
insurance policies from and after the Closing Date until such time as such
Mortgage Loan is repurchased hereunder, if ever. Upon payment of the purchase
price for such Mortgage Loans as provided in Section 2.02 of this Agreement, the
Unaffiliated Seller shall have hereby, and shall be deemed to have, sold,
transferred, assigned, set over and conveyed such Mortgage Loans, the insurance
policies relating to each such Mortgage Loan and all right, title and interest
in and to the proceeds of such insurance policies from and after the Closing
Date until such time as such Mortgage Loan is repurchased hereunder, if ever, to
the Depositor. The Unaffiliated Seller's accounting and other records shall
accurately reflect the sale of each Mortgage Loan to the Depositor. Upon the
sale of such Mortgage Loans, the ownership of each related Mortgage Note, each
related Mortgage and the contents of the related Mortgage File shall immediately
vest in the Depositor and the ownership of all related records and documents
with respect to each Mortgage Loan prepared by or which come into the possession
of the Unaffiliated Seller shall immediately vest in the Depositor. The contents
of any Mortgage File in the possession of the Unaffiliated Seller at any time
after such
5
<PAGE> 9
sale, and any scheduled payments of principal and interest on the Mortgage Loans
due after the Cut-Off Date and received by the Unaffiliated Seller, shall be
held in trust by the Unaffiliated Seller for the benefit of the Depositor as the
owner thereof, and shall be promptly delivered by the Unaffiliated Seller to or
upon the order of the Depositor.
Pursuant to the Pooling and Servicing Agreement, the Depositor
shall, on the Closing Date, assign all of its right, title and interest in and
to the Mortgage Loans to the Trustee for the benefit of the Certificateholders.
Section 2.04. Delivery of Mortgage Loan Documents. On or prior
to the Closing Date, the Unaffiliated Seller shall deliver to the Trustee (as
assignee of the Depositor pursuant to the Pooling and Servicing Agreement), each
of the following documents for each Mortgage Loan:
(a) The original related Mortgage Note, with all prior and
intervening endorsements showing a complete chain of endorsements from the
originator of such Mortgage Loan to the Person so endorsing such Mortgage Loan
to the Trustee, endorsed by such Person "Pay to the order of Bankers Trust
Company of California, N.A., as Trustee, Prudential Securities Secured Financing
Corporation Trust Series 1996-1 without recourse" and signed, by facsimile or
manual signature, in the name of the Unaffiliated Seller by a Responsible
Officer;
(b) Any of: (i) the original Mortgage, and related power of
attorney, if any, with evidence of recording thereon, (ii) a copy of the
Mortgage and related power of attorney, if any, certified as a true copy of the
original Mortgage or power of attorney by a Responsible Officer of the
Unaffiliated Seller or by the closing attorney by facsimile or manual signature,
or by an officer of the title insurer or agent of the title insurer that issued
the related title insurance policy if the original has been transmitted for
recording until such time as the original is returned by the public recording
office or (iii) a copy of the Mortgage and related power of attorney, if any,
certified by the public recording office;
(c) The original Assignment of Mortgage in recordable form,
from the Unaffiliated Seller to "Bankers Trust Company of California, N.A., as
Trustee, Prudential Securities Secured Financing Corporation Trust Series
1996-1". Any such Assignments of Mortgage may be made by blanket assignments for
Mortgage Loans secured by the Mortgaged Properties located in the same county,
if permitted by applicable law;
(d) The original lender's policy of title insurance or a true
copy thereof, or if such original lender's title
6
<PAGE> 10
insurance policy has been lost, a copy thereof certified by the appropriate
title insurer to be true and complete, or if such lender's title insurance
policy has not been issued as of the Closing Date, a marked up commitment
(binder) to issue such policy;
(e) All intervening assignments, if any, showing a complete
chain of assignments from the originator of such Mortgage Loan to the
Unaffiliated Seller, including any recorded warehousing assignments, with
evidence of recording thereon, certified by a Responsible Officer of the
Unaffiliated Seller by facsimile or manual signature as a true copy of the
original of such intervening assignments; and
(f) Originals of all assumption, written assurance,
substitution and modification agreements, if any.
Pursuant to the Pooling and Servicing Agreement, the Trustee
shall be required to promptly (and in no event later than 30 days following the
Closing Date) submit for recording in the appropriate public office for real
property records, each Assignment referred to in (c) above, as well as each
Assignment referred to in (e) above that was not previously submitted for
recording. With respect to any Assignment referred to in (c) above, as to which
the related recording information is unavailable within 30 days following the
Closing Date, such Assignment shall be submitted for recording within 30 days
after receipt of such information but in no event later than one year after the
Closing Date. The Trustee shall be required to retain a copy of each Assignment
submitted for recording. In the event that any such Assignment is lost or
returned unrecorded because of a defect therein, the Unaffiliated Seller shall
promptly prepare a substitute Assignment or cure such defect, as the case may
be, and thereafter the Trustee shall be required to submit each such Assignment
for recording.
The Unaffiliated Seller shall, within five Business Days after
the receipt thereof, and in any event, within one year of the Closing Date,
deliver or cause to be delivered to the Trustee (as assignee of the Depositor
pursuant to the Pooling and Servicing Agreement): (a) the original recorded
Mortgage and related power of attorney, if any, in those instances where a copy
thereof certified by the Unaffiliated Seller was delivered to the Trustee (as
assignee of the Depositor pursuant to the Pooling and Servicing Agreement); (b)
the original recorded Assignment of Mortgage from the Unaffiliated Seller to the
Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing
Agreement), which, together with any intervening assignments of Mortgage,
evidences a complete chain of assignment from the originator of the Mortgage
Loan to the Trustee in those instances where copies of such Assignments
certified by the Unaffiliated
7
<PAGE> 11
Seller were delivered to the Trustee (as assignee of the Depositor pursuant to
the Pooling and Servicing Agreement); and (c) the title insurance policy
required in clause (d) above. Notwithstanding anything to the contrary contained
in this Section 2.04, in those instances where the public recording office
retains the original Mortgage, power of attorney, if any, assignment or
Assignment of Mortgage after it has been recorded or such original has been
lost, the Unaffiliated Seller shall be deemed to have satisfied its obligations
hereunder upon delivery to the Trustee (as assignee of the Depositor pursuant to
the Pooling and Servicing Agreement) of a copy of such Mortgage, power of
attorney, if any, assignment or Assignment of Mortgage certified by the public
recording office to be a true copy of the recorded original thereof. From time
to time the Unaffiliated Seller may forward or cause to be forwarded to the
Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing
Agreement) additional original documents evidencing an assumption or
modification of a Mortgage Loan.
All recording required pursuant to this Section 2.04 shall be
accomplished at the expense of the Unaffiliated Seller.
All original documents relating to the Mortgage Loans that are
not delivered to the Trustee (as assignee of the Depositor pursuant to the
Pooling and Servicing Agreement) as permitted by this Section 2.04 are and shall
be held by the Unaffiliated Seller in trust for the benefit of the Trustee on
behalf of the Certificateholders and the Certificate Insurer. In the event that
any such original document is required pursuant to the terms of this Section
2.04 to be a part of a Mortgage File, such document shall be delivered promptly
to the Trustee (as assignee of the Depositor pursuant to the Pooling and
Servicing Agreement).
From and after the sale of the Mortgage Loans to the Depositor
pursuant hereto, to the extent that the Unaffiliated Seller retains legal title
of record to any Mortgage Loans prior to the vesting of legal title in the
Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing
Agreement), such title shall be retained in trust for the Depositor as the owner
of the Mortgage Loans and the Trustee, as the Depositor's assignee.
Section 2.05. Acceptance of Mortgage Loans. (a) Pursuant to
the Pooling and Servicing Agreement, the Trustee has agreed to execute and
deliver on or prior to the Closing Date an acknowledgment of receipt of, for
each Mortgage Loan, the items listed in Section 2.04(a)-(e) above with respect
to each Mortgage Loan (with any exceptions noted), in the form attached as
Exhibit E-1 to the Pooling and Servicing Agreement, and declares that it will
hold such
8
<PAGE> 12
documents and any amendments, replacements or supplements thereto, as well as
any other assets included in the definition of Trust Fund in the Pooling and
Servicing Agreement and delivered to the Trustee, as Trustee in trust upon and
subject to the conditions set forth in the Pooling and Servicing Agreement for
the benefit of the Certificate- holders and the Certificate Insurer. Pursuant to
the Pooling and Servicing Agreement, the Trustee has agreed, for the benefit of
the Certificateholders and the Certificate Insurer, to review (or cause to be
reviewed) each Trustee's Mortgage File within 15 days after the Closing Date
(or, with respect to any Qualified Substitute Mortgage Loan, within 15 days
after the receipt by the Trustee thereof) and to deliver to the initial
Certificateholders, the Unaffiliated Seller, the Servicer and the Certificate
Insurer a certification in the form attached to the Pooling and Servicing
Agreement as Exhibit E-2 to the effect that, as to each Mortgage Loan listed in
the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
any Mortgage Loan specifically identified in such certification as not covered
by such certification), (i) all documents required to be delivered to it
pursuant to the Pooling and Servicing Agreement are in its possession (other
than those described in Section 2.04(f) thereto), (ii) each such document has
been reviewed by it and has not been mutilated, damaged, torn or otherwise
physically altered (handwritten additions, changes or corrections shall not
constitute physical alteration if initialled by the Mortgagor), appears regular
on its face and relates to such Mortgage Loan, and (iii) based on its
examination and only as to the foregoing documents, the information set forth on
the related Mortgage Loan Schedule (other than items (ii), (iii), (v), (vii),
(ix) and (xii) of the definition of Mortgage Loan Schedule) accurately reflects
the information set forth in the Trustee's Mortgage File delivered on such date.
Pursuant to the Pooling and Servicing Agreement, the Trustee shall be under no
duty or obligation to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that they are genuine,
enforceable, or appropriate for the represented purpose or that they are other
than what they purport to be on their face. Pursuant to the Pooling and
Servicing Agreement, within 360 days after the Closing Date, the Trustee shall
be required to deliver (or cause to be delivered) to the Servicer, the
Unaffiliated Seller, the initial Certificateholders and the Certificate Insurer
a final certification in the form attached to the Pooling and Servicing
Agreement as Exhibit F evidencing the completeness of the Trustee's Mortgage
Files.
(b) The Pooling and Servicing Agreement provides that, if the
Certificate Insurer or the Trustee during the process of reviewing the Trustee's
Mortgage Files finds any document constituting a part of a Trustee's Mortgage
File which is not executed, has not been received, is unrelated to
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the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not
conform to the requirements of Section 2.04 or the description thereof as set
forth in the related Mortgage Loan Schedule, the Trustee or the Certificate
Insurer, as applicable, shall promptly so notify the Servicer, the Unaffiliated
Seller, the Certificate Insurer, the Trustee and the Certificateholders. The
Unaffiliated Seller agrees that in performing any such review, the Trustee may
conclusively rely on the Unaffiliated Seller as to the purported genuineness of
any such document and any signature thereon. The Unaffiliated Seller agrees to
use reasonable efforts to remedy a material defect in a document constituting
part of a Mortgage File of which it is notified. If, however, within 60 days
after such notice the Unaffiliated Seller has not remedied the defect and the
defect materially and adversely affects the interest of the Certificateholders
in the related Mortgage Loan or the interests of the Certificate Insurer, then
the Unaffiliated Seller shall either (i) substitute in lieu of such Mortgage
Loan a Qualified Substitute Mortgage Loan in the manner and subject to the
conditions set forth in Section 3.05 or (ii) purchase such Mortgage Loan at a
purchase price equal to the Principal Balance of such Mortgage Loan as of the
date of purchase, plus the greater of (i) all accrued and unpaid interest on
such Principal Balance and (ii) 30 days' interest on such Principal Balance,
computed at the related Mortgage Interest Rate, net of the Servicing Fee if the
Unaffiliated Seller is the Servicer, plus the amount of any unreimbursed
Servicing Advances made by the Servicer with respect to such Mortgage Loan.
(c) Pursuant to the Pooling and Servicing Agreement, upon
receipt by the Trustee of a certification of a Servicing Officer of such
substitution or purchase and, in the case of a substitution, upon receipt of the
related Trustee's Mortgage File, and the deposit of certain amounts in the
Certificate Account pursuant to Section 2.05(b) of the Pooling and Servicing
Agreement (which certification shall be in the form of Exhibit H to the Pooling
and Servicing Agreement), the Trustee shall be required to release to the
Servicer for release to the Unaffiliated Seller the related Trustee's Mortgage
File and shall be required to execute, without recourse, and deliver such
instruments of transfer furnished by the Unaffiliated Seller as may be necessary
to transfer such Mortgage Loan to the Unaffiliated Seller.
(d) The failure of the Trustee or the Certificate Insurer to
give any notice contemplated herein within the time periods specified above
shall not affect or relieve the Unaffiliated Seller's obligation to repurchase
for any Mortgage Loan pursuant to this Section 2.05 or Section 3.05 of this
Agreement.
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Section 2.06. Transfer of Mortgage Loans; Assignment of
Agreement. The Depositor has the right to assign its interest under this
Agreement to the Trustee as may be required to effect the purposes of the
Pooling and Servicing Agreement, without further notice to, or consent of, the
Unaffiliated Seller, and the Trustee shall succeed to such of the rights and
obligations of the Depositor hereunder as shall be so assigned. The Depositor
shall, pursuant to the Pooling and Servicing Agreement, assign all of its right,
title and interest in and to the Mortgage Loans and its right to exercise the
remedies created by Sections 2.05 and 3.05 hereof for breaches of the
representations, warranties, agreements and covenants of the Unaffiliated Seller
contained in Sections 2.04, 2.05, 3.01 and 3.02 hereof to the Trustee for the
benefit of the Certificateholders. The Unaffiliated Seller agrees that, upon
such assignment to the Trustee, such representations, warranties, agreements and
covenants will run to and be for the benefit of the Trustee and the Trustee may
enforce diligently, without joinder of the Depositor, the repurchase obligations
of the Unaffiliated Seller set forth herein with respect to breaches of such
representations, warranties, agreements and covenants.
Section 2.07. Examination of Mortgage Files. Prior to the
Closing Date, the Unaffiliated Seller shall make the applicable Mortgage Files
available to the Depositor or its designee for examination at the Unaffiliated
Seller's offices or at such other place as the Unaffiliated Seller shall
reasonably specify. Such examination may be made by the Depositor or its
designee at any time on or before the Closing Date. If the Depositor or its
designee makes such examination prior to the Closing Date and identifies any
Mortgage Loans that do not conform to the requirements of the Depositor as
described in this Agreement, such Mortgage Loans shall be deleted from the
Closing Schedule and may be replaced, prior to the Closing Date, by substitute
Mortgage Loans acceptable to the Depositor. The Depositor may, at its option and
without notice to the Unaffiliated Seller, purchase all or part of the Mortgage
Loans without conducting any partial or complete examination. The fact that the
Depositor or the Trustee has conducted or has failed to conduct any partial or
complete examination of the Mortgage Files shall not affect the rights of the
Depositor or the Trustee to demand repurchase or other relief as provided in
this Agreement.
Section 2.08. Books and Records. The sale of each Mortgage
Loan shall be reflected on the Unaffiliated Seller's balance sheet and other
financial statements as a sale of assets by the Unaffiliated Seller. The
Unaffiliated Seller shall be responsible for maintaining, and shall maintain, a
complete set of books and records for each Mortgage Loan which shall be clearly
marked to reflect the
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ownership of each Mortgage Loan by the Trustee for the benefit of the
Certificateholders and the Certificate Insurer.
Section 2.09. Cost of Delivery of Documents. The costs
relating to the delivery of the documents specified in this Article Two in
connection with the Mortgage Loans shall be borne by the Unaffiliated Seller.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES
Section 3.01. Representations and Warranties as to the
Unaffiliated Seller. The Unaffiliated Seller hereby represents and warrants to
the Depositor, as of the Closing Date, that:
(a) The Unaffiliated Seller is duly organized, validly
existing, and in good standing as a federal savings bank under the laws of the
United States of America and has all licenses necessary to carry on its business
as now being conducted and is licensed, qualified and in good standing in each
Mortgaged Property State if the laws of such state require licensing or
qualification in order to conduct business of the type conducted by the
Unaffiliated Seller and to perform its obligations as the Unaffiliated Seller
hereunder; the Unaffiliated Seller has the full power and authority corporate
and otherwise to own its property, to carry on its business as presently
conducted to execute and deliver this Agreement and to perform in accordance
herewith; the execution, delivery and performance of this Agreement (including
all instruments of transfer to be delivered pursuant to this Agreement) by the
Unaffiliated Seller and the consummation of the transactions contemplated hereby
have been duly and validly authorized by all necessary action; assuming that the
execution, delivery and performance of this Agreement by the Depositor and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by all necessary action on the part of the Depositor, this Agreement
evidences the valid, binding and enforceable obligation of the Unaffiliated
Seller; and all requisite action has been taken by the Unaffiliated Seller to
make this Agreement valid, binding and enforceable upon the Unaffiliated Seller
in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium and other,
similar laws relating to or affecting creditors' rights generally or by the
application of general equitable principles in any proceeding, whether at law or
in equity;
(b) All actions, approvals, consents, waivers, exemptions,
variances, franchises, orders, permits, authorizations, rights and licenses
required to be taken,
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given or obtained, as the case may be, by or from any federal, state or other
governmental authority or agency (other than any such actions, approvals, etc.
under any state securities laws, real estate syndication or "Blue Sky" statutes,
as to which the Unaffiliated Seller makes no such representation or warranty),
that are necessary in connection with the execution and delivery by the
Unaffiliated Seller of the documents to which it is a party, have been duly
taken, given or obtained, as the case may be, are in full force and effect, are
not subject to any pending proceedings or appeals (administrative, judicial or
otherwise) and either the time within which any appeal therefrom may be taken or
review thereof may be obtained has expired or no review thereof may be obtained
or appeal therefrom taken, and are adequate to authorize the consummation of the
transactions contemplated by this Agreement and the other documents on the part
of the Unaffiliated Seller and the performance by the Unaffiliated Seller of its
obligations as Unaffiliated Seller under this Agreement and such of the other
documents to which it is a party;
(c) The consummation of the transactions contemplated by this
Agreement will not result in the breach of any terms or provisions of the
charter or bylaws of the Unaffiliated Seller or result in the breach of any term
or provision of, or conflict with or constitute a default under or result in the
acceleration of any obligation under, any material agreement, indenture,
contract or loan or credit agreement or other material instrument to which the
Unaffiliated Seller or its property, is subject, or result in the violation of
any law, rule, regulation, order, judgment or decree to which the Unaffiliated
Seller or its property is subject;
(d) Neither this Agreement nor the information contained in
the Prospectus Supplement under the captions "The Originator" and "The Mortgage
Pool" nor any statement, report or other document prepared by the Unaffiliated
Seller and furnished or to be furnished pursuant to this Agreement or in
connection with the transactions contemplated hereby contains any untrue
statement or alleged untrue statement of any material fact or omits to state a
material fact necessary to make the statements contained herein or therein, in
light of the circumstances under which they were made, not misleading;
(e) There is no action, suit, proceeding or investigation
pending or, to the best of the knowledge of the Unaffiliated Seller, threatened,
before any court, administrative agency or tribunal against the Unaffiliated
Seller which, either in any one instance or in the aggregate, may result in any
material adverse change in the business, operations, financial condition,
properties or assets of the Unaffiliated Seller or in any material prohibition
or
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impairment of the right or ability of the Unaffiliated Seller to carry on its
business substantially as now conducted, or in any material liability on the
part of the Unaffiliated Seller or which would draw into question the validity
or enforceability of this Agreement or the Mortgage Loans or of any action taken
or to be taken in connection with the obligations of the Unaffiliated Seller
contemplated herein, or which would be likely to impair materially the ability
of the Unaffiliated Seller to perform under the terms of this Agreement or that
might prohibit its entering into this Agreement or the consummation of any of
the transactions contemplated hereby;
(f) The Unaffiliated Seller is not in violation of or in
default with respect to, and the execution and delivery of this Agreement by the
Unaffiliated Seller and its performance of and compliance with the terms hereof
will not constitute a violation or 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 violation or default might have consequences that
would materially and adversely affect the condition (financial or other) or
operations of the Unaffiliated Seller or its properties or might have
consequences that would materially and adversely affect its performance
hereunder or under any Subservicing Agreement;
(g) Upon the receipt of each Trustee's Mortgage File by the
Depositor under this Agreement, the Depositor will have good title on behalf of
the Trust Fund to each related Mortgage Loan and such other items comprising the
corpus of the Trust Fund free and clear of any lien created by the Unaffiliated
Seller (other than liens which will be simultaneously released);
(h) The transfer, assignment and conveyance of the Mortgage
Notes and the Mortgages by the Unaffiliated Seller pursuant to this Agreement
are not subject to the bulk transfer laws or any similar statutory provisions in
effect in any applicable jurisdiction; and
(i) With respect to any Mortgage Loan purchased by the
Unaffiliated Seller, the Unaffiliated Seller acquired title to the Mortgage Loan
in good faith, without notice of any adverse claim.
Section 3.02. Representations and Warranties Relating to the
Mortgage Loans. The Unaffiliated Seller represents and warrants to the Depositor
as of the Closing Date that, as to each such Mortgage Loan, immediately prior to
the sale and transfer of such Mortgage Loan by the Unaffiliated Seller to the
Depositor:
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(a) The information with respect to each Mortgage Loan set
forth in the Closing Schedule is true and correct;
(b) All of the original or certified documentation set forth
in Section 2.04 (including all material documents related thereto) has been or
will be delivered to the Trustee on the Closing Date or as otherwise provided in
Section 2.04;
(c) Each Mortgaged Property is improved by a one- to
four-family Residential Dwelling, which, to the best of the Unaffiliated
Seller's knowledge, does not include cooperatives or mobile homes other than
permanently affixed, double-wide manufactured housing units, as defined in the
FNMA Selling Guide, and does not constitute other than real property under state
law;
(d) Each Mortgage Loan is being serviced by the Servicer;
(e) Each Mortgage Loan is a fixed rate mortgage loan having an
original term to maturity from the date on which the first Monthly Payment is
due of not more than 30 years;
(f) [Reserved]
(g) Each Mortgage Note will provide for a schedule of Monthly
Payments which are, if timely paid, sufficient to fully amortize the principal
balance of such Mortgage Note on or before its maturity date and to pay interest
at the applicable Mortgage Interest Rate, except that 15.22% "balloon" loans
(measured by the Original Pool Principal Balance) are permitted;
(h) Each Mortgage is a valid and subsisting first or second
lien of record on the Mortgaged Property subject, in the case of any second
Mortgage Loan, only to a First Lien on such Mortgaged Property and subject in
all cases to the exceptions to title set forth in the title insurance policy or
the other evidence of title enumerated in Section 2.04(d), with respect to the
related Mortgage Loan, which exceptions are generally acceptable to second
mortgage lending companies, and such other exceptions to which similar
properties are commonly subject and which do not individually, or in the
aggregate, materially and adversely affect the benefits of the security intended
to be provided by such Mortgage. Any security agreement, chattel mortgage or
equivalent document related to the Mortgage and delivered to the Trustee
establishes in the Unaffiliated Seller a valid and subsisting lien on the
property described therein, and the Unaffiliated Seller has full right to assign
the same to the Trustee;
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(i) Except with respect to liens released immediately prior to
the transfer herein contemplated, the Mortgage Note and the Mortgage have not
been assigned or pledged and immediately prior to the transfer and assignment
herein contemplated, the Unaffiliated Seller held good, marketable and
indefeasible title to, and was the sole owner and holder of, each Mortgage Loan
subject to no liens, charges, mortgages, claims, participation interests,
equities, pledges or security interests of any nature, encumbrances or rights of
others (collectively, a "Lien"); the Unaffiliated Seller has full right and
authority, subject to no interest or participation of, or agreement with, any
party, to sell and assign the same pursuant to this Agreement; and immediately
upon the transfer and assignment herein contemplated, the Trustee will hold
good, marketable and indefeasible title, to, and be the sole owner of, each
Mortgage Loan subject to no Liens;
(j) Except as to one Mortgage Loan, no Mortgage Loan was 30 or
more days delinquent as of the Cut-Off Date and no Mortgage Loan has been 30 or
more days delinquent more than twice during the twelve months prior to such
Cut-Off Date;
(k) To the best of the Unaffiliated Seller's knowledge, there
is no delinquent tax or assessment lien on any Mortgaged Property, and each
Mortgaged Property is free of material damage and is in average repair;
(l) The Mortgage Loan is not 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 the Mortgage,
or the exercise of any right thereunder, render either the Mortgage Note or the
Mortgage unenforceable in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
and no such right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto;
(m) To the best of the Unaffiliated Seller's knowledge, there
is no mechanics' lien or claim for work, labor or material affecting any
Mortgaged Property which is or may be a lien prior to, or equal with, the lien
of such Mortgage, and no rights are outstanding that under law could give rise
to such a lien except those which are insured against by the title insurance
policy referred to in Section 3.02(o) below;
(n) Each Mortgage Loan at the time it was made complied in all
material respects with applicable state and federal laws and regulations,
including, without limitation, usury, equal credit opportunity, consumer credit,
truth-in-lending and disclosure laws;
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(o) With respect to each Mortgage Loan, a lender's title
insurance policy, issued in standard American Land Title Association or
California Land Title Association form, or other form acceptable in a particular
jurisdiction, by a title insurance company authorized to transact business in
the state in which the related Mortgaged Property is situated, together with a
condominium endorsement, if applicable, in an amount at least equal to the
original principal balance of such Mortgage Loan insuring the mortgagee's
interest under the related Mortgage Loan as the holder of a valid first or
second mortgage lien of record on the real property described in the Mortgage,
subject only to exceptions of the character referred to in Section 3.02(h)
above, was in full force and effect on the date of the origination of such
Mortgage Loan and as of the Closing Date;
(p) The improvements upon each Mortgaged Property are covered
by a valid and existing hazard insurance policy with a generally acceptable
carrier that provides for fire and extended coverage representing coverage
described in Sections 5.07 and 5.08 of the Pooling and Servicing Agreement;
(q) A flood insurance policy is in effect with respect to each
Mortgaged Property with a generally acceptable carrier in an amount representing
coverage described in Sections 5.07 or 5.08 of the Pooling and Servicing
Agreement, if and to the extent required by Section 5.07 or 5.08 of the Pooling
and Servicing Agreement;
(r) Each Mortgage and Mortgage Note is the legal, valid and
binding obligation of the maker thereof and is enforceable in accordance with
its terms, except only as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity
(whether considered in a proceeding or action in equity or at law), and all
parties to each Mortgage Loan and the Mortgagee had full legal capacity to
execute all Mortgage Loan documents and to convey the estate therein purported
to be conveyed;
(s) The Unaffiliated Seller has directed the Servicer to
perform any and all acts required to be performed to preserve the rights and
remedies of the Trustee in any insurance policies applicable to the Mortgage
Loans, including, without limitation, any necessary notifications of insurers,
assignments of policies or interests therein, and establishments of co-insured,
joint loss payee and mortgagee rights in favor of the Trustee;
(t) No more than (i) 1.22% (measured by the Original Class A
Principal Balance) of the Mortgage Loans are
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secured by Mortgaged Properties located within any single zip code area;
(u) The terms of the Mortgage Note and the Mortgage have not
been impaired, altered or modified in any material respect, except by a written
instrument which has been recorded or is in the process of being recorded, if
necessary, to protect the interests of the Certificateholders and the
Certificate Insurer and which has been or will be delivered to the Trustee. The
substance of any such alteration or modification is reflected on the Closing
Schedule and was approved, if required, by the related primary mortgage guaranty
insurer, if any. Each original Mortgage was recorded, and all subsequent
assignments of the original Mortgage have been recorded in the appropriate
jurisdictions wherein such recordation is necessary to perfect the lien thereof
as against creditors of the Unaffiliated Seller (or, subject to Section 2.04
hereof, are in the process of being recorded);
(v) No instrument of release or waiver has been executed in
connection with the Mortgage Loan, and no Mortgagor has been released, in whole
or in part;
(w) To the best of the Unaffiliated Seller's knowledge, there
are no defaults in complying with the terms of the Mortgage, and either (1) any
taxes, governmental assessments, insurance premiums, water, sewer and municipal
charges or ground rents which previously became due and owing have been paid, or
(2) an escrow of funds has been established in an amount sufficient to pay for
every such item which remains unpaid and which has been assessed but is not yet
due and payable. Except for payments in the nature of escrow payments,
including, without limitation, taxes and insurance payments, the Servicer has
not advanced funds, or induced, solicited or knowingly received any advance of
funds by a party other than the Mortgagor, directly or indirectly, for the
payment of any amount required by the Mortgage, except for interest accruing
from the date of the Mortgage Note or date of disbursement of the Mortgage
proceeds, whichever is greater, to the day which precedes by one month the Due
Date of the first installment of principal and interest;
(x) There is no proceeding pending or, to the best of the
Unaffiliated Seller's knowledge, threatened for the total or partial
condemnation of the Mortgaged Property, nor is such a proceeding currently
occurring, and such property is undamaged by waste, fire, earthquake or earth
movement, windstorm, flood, tornado or other casualty, so as to affect adversely
the value of the Mortgaged Property as security for the Mortgage Loan or the use
for which the premises were intended;
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(y) To the best of the Unaffiliated Seller's knowledge, all of
the improvements which were 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;
(z) To the best of the Unaffiliated Seller's knowledge, no
improvement located on or being part of the Mortgaged Property is in violation
of any applicable zoning law or regulation. To the best of the Unaffiliated
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 and the Mortgaged
Property is lawfully occupied under applicable law;
(aa) The proceeds of the Mortgage Loan have been fully
disbursed, and there is no obligation on the part of the mortgagee to make
future advances thereunder. 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. All costs, fees and expenses incurred in
making or closing or recording the Mortgage Loans were paid;
(ab) The related Mortgage Note is not and has not
been secured by any collateral, pledged account or other
security except the lien of the corresponding Mortgage;
(ac) No Mortgage Loan was originated under a buydown plan;
(ad) There is no obligation on the part of the Unaffiliated
Seller or any other party to make payments in addition to those made by the
Mortgagor;
(ae) With respect to each Mortgage constituting a deed of
trust, a trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in such Mortgage, and
no fees or expenses are or will become payable by the Certificateholders to the
trustee under the deed of trust, except in connection with a trustee's sale
after default by the Mortgagor;
(af) No Mortgage Loan has a shared appreciation feature, or
other contingent interest feature;
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(ag) The related First Lien, if any, requires equal monthly
payments, unless such First Lien is a graduated payment mortgage loan;
(ah) Either (i) no consent for the Mortgage Loan is required
by the holder of the related First Lien or (ii) such consent has been obtained
and is contained in the Mortgage File;
(ai) No First Lien provides for negative amortization or
deferred interest;
(aj) The maturity date of each Mortgage Loan is prior to the
maturity date of the related First Lien, if any, if such First Lien provides for
a balloon payment, except if the Combined Loan-to-Value Ratio does not exceed
65%. No Mortgage Loan is a blanket loan; and no Mortgage Loan provides for
negative amortization;
(ak) All parties which have had any interest in the Mortgage
Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the
period in which they held and disposed of such interest, were) (1) in compliance
with any and all applicable licensing requirements of the laws of the state
wherein the Mortgaged Property is located, and (2)(A) organized under the laws
of such state, or (B) qualified to do business in such state, or (C) federal
savings and loan associations or national banks having principal offices in such
state, or (D) not doing business in such state so as to require qualification or
licensing;
(al) The Mortgage contains a customary provision for the
acceleration of the payment of the unpaid principal balance of the Mortgage Loan
in the event the related security for the Mortgage Loan is sold without the
prior consent of the mortgagee thereunder;
(am) Any future advances made prior to the Cut-Off Date have
been consolidated with the outstanding principal amount secured by the Mortgage,
and the secured principal amount, as consolidated, bears a single interest rate
and single repayment term reflected on the related Mortgage Loan Schedule. The
consolidated principal amount does not exceed the original principal amount of
the Mortgage Loan. The Mortgage Note does not permit or obligate the Servicer to
make future advances to the Mortgagor at the option of the Mortgagor;
(an) The Mortgage contains customary and enforceable
provisions which render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including, (i) in the case of a Mortgage designated as a deed of
trust, by
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trustee's sale, and (ii) otherwise by judicial or non-judicial foreclosure.
There is no homestead or other exemption available to the Mortgagor which would
materially interfere with the right to sell the Mortgaged Property at a
trustee's sale or the right to foreclose the Mortgage except as set forth in the
Prospectus;
(ao) Except as set forth in Section 3.02(j) above, there is no
default, breach, violation or event of acceleration existing under the Mortgage
or the Mortgage Note and no event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration; and neither the Servicer nor the
Unaffiliated Seller has waived any default, breach, violation or event of
acceleration;
(ap) 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 have been duly and properly executed by such parties;
(aq) All amounts received after the Cut-Off Date or with
respect to the Mortgage Loans to which the Unaffiliated Seller is not entitled
have been deposited into the Certificate Account and are, as of the Closing
Date, in the Certificate Account;
(ar) All of the Mortgage Loans were originated in accordance
with the underwriting criteria set forth in the Prospectus Supplement;
(as) Each Mortgage Loan conforms, and all such Mortgage Loans
in the aggregate conform, to the description thereof set forth in the Prospectus
Supplement;
(at) The Mortgage Loans were not selected by the Unaffiliated
Seller for inclusion in the Trust Fund on any basis intended to adversely affect
the Trust Fund;
(au) All appraisals were performed by qualified independent
appraisers after analysis of other sales of properties in the area in which the
Mortgaged Property is located, and a full interior inspection appraisal was
performed in connection with each Mortgaged Property and all appraisals were
preformed in accordance with FNMA approved forms;
(av) Each hazard insurance policy required to be maintained
under Section 5.07 of the Pooling and Servicing Agreement with respect to the
Mortgage Loan is a valid, binding, enforceable and subsisting insurance policy
of its respective kind and is in full force and effect;
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(aw) The Mortgage Loan was originated by the Unaffiliated
Seller or an affiliate of the Unaffiliated Seller or a savings and loan
association, a savings bank, a commercial bank or similar banking institution or
other institutional lender which is supervised and examined by a Federal or
State banking authority;
(ax) The Mortgaged Property is located in the state identified
in the Closing Schedule and consists of a single parcel of real property with a
one family residence erected thereon, or an attached or detached or
semi-detached two- to four-family dwelling, or an individual condominium unit in
a low-rise condominium, or an individual unit in a planned unit development.
With respect to the Cut-Off Date Aggregate Principal Balance of the Mortgage
Loans, (a) no more than 7.26% are secured by real property improved by two- to
four-family dwellings, (b) no more than 0.81% are secured by real property
improved by individual condominium units and units in a planned unit
development, and (c) at least 85.55% are secured by real property with a
detached one family residence erected thereon;
(ay) No Mortgage Loan had a Combined Loan-to-Value Ratio at
the time of origination of more than 90.00%;
(az) At the time that each Mortgage Loan was originated, with
respect to at least 97.22% of the Mortgage Loans (measured by the Cut-Off Date
Aggregate Principal Balances of the Mortgage Loans), the Mortgagor represented
that the Mortgagor would occupy the related Mortgaged Property as the
Mortgagor's primary residence. To the best of the Unaffiliated Seller's
knowledge, the Mortgaged Property is lawfully occupied under applicable law;
(ba) The Mortgage Note is not and has not been secured by any
collateral, pledged account or other security except the lien of the
corresponding Mortgage and the security interest of any applicable security
agreement or chattel mortgage referred to in Section 3.02(h);
(bb) Each Mortgage Loan was originated after January 1, 1995;
(bc) Except with respect to approximately 2.38% of the
Mortgage Loans, as to which the Unaffiliated Seller did not verify income, at
origination, no Mortgagor had a debt-to-income ratio in excess of 55%; and
(bd) The Mortgage contains customary provisions which (i)
confer on the related mortgagee the right both to receive all awards made in
connection with any condemnation proceedings, and to apply such awards to the
indebtedness secured by the Mortgage and (ii) unless otherwise agreed to in
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writing among the mortgagor and the related mortgagee, confer on the related
mortgagee the right to both receive all proceeds collected under any hazard
insurance policy and to apply such proceeds to the restoration of the damaged
Mortgaged Property unless such restoration is not economically feasible or the
mortgagor's security in the Mortgaged Property would be lessened, in which case
the related mortgagee would be required to apply such proceeds to the
indebtedness secured by the Mortgage.
Section 3.03. Covenants of the Unaffiliated Seller. The
Unaffiliated Seller covenants to the Depositor as follows:
(a) The Unaffiliated Seller shall cooperate with the Depositor
and the firm of independent certified public accountants retained with respect
to the issuance of the Certificates in making available all information and
taking all steps reasonably necessary to permit the accountants' letters
required hereunder to be delivered within the times set for delivery herein.
(b) The Unaffiliated Seller agrees to satisfy or cause to be
satisfied on or prior to the Closing Date all of the conditions to the
Depositor's obligations set forth in Section 5.01 hereof that are within the
Unaffiliated Seller's (or its agents') control.
(c) The Unaffiliated Seller hereby agrees to do all acts,
transactions, and things and to execute and deliver all agreements, documents,
instruments, and papers by and on behalf of the Unaffiliated Seller as the
Depositor or its counsel may reasonably request in order to consummate the
transfer of the Mortgage Loans to the Depositor and the subsequent transfer
thereof to the Trustee, and the rating, issuance and sale of the Certificates.
(d) The Unaffiliated Seller hereby agrees to arrange
separately to pay to the Trustee all of the Trustee's fees and expenses in
connection with the transactions contemplated by the Pooling and Servicing
Agreement, including, without limitation, all of the Trustee's fees and expenses
in connection with any actions taken by the Trustee pursuant to Section 12.12
thereof. For the avoidance of doubt, the parties hereto acknowledge that it is
the intention of the parties that the Depositor shall not pay any of the
Trustee's fees and expenses in connection with the transactions contemplated by
the Pooling and Servicing Agreement.
Section 3.04. Representations and Warranties of the Depositor.
The Depositor hereby represents, warrants
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and covenants to the Unaffiliated Seller, as of the date of execution of this
Agreement and the Closing Date, that:
(a) The Depositor is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware;
(b) The Depositor has the corporate power and authority to
purchase each Mortgage Loan and to execute, deliver and perform, and to enter
into and consummate all the transactions contemplated by this Agreement;
(c) This Agreement has been duly and validly authorized,
executed and delivered by the Depositor, and, assuming the due authorization,
execution and delivery hereof by the Unaffiliated Seller, constitutes the legal,
valid and binding agreement of the Depositor, enforceable against the Depositor
in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights of creditors generally, and by general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law);
(d) No consent, approval, authorization or order of or
registration or filing with, or notice to, any governmental authority or court
is required for the execution, delivery and performance of or compliance by the
Depositor with this Agreement or the consummation by the Depositor of any of the
transactions contemplated hereby, except such as have been made on or prior to
the Closing Date;
(e) The Depositor has filed or will file the Prospectus and
Prospectus Supplement with the Commission in accordance with Rule 424(b) under
the Securities Act;
(f) None of the execution and delivery of this Agreement, the
purchase of the Mortgage Loans from the Unaffiliated Seller, the consummation of
the other transactions contemplated hereby, or the fulfillment of or compliance
with the terms and conditions of this Agreement, (i) conflicts or will conflict
with the charter or bylaws of the Depositor or conflicts or will conflict with
or results or will result in a breach of, or constitutes or will constitute a
default or results or will result in an acceleration under, any term, condition
or provision of any indenture, deed of trust, contract or other agreement or
other instrument to which the Depositor is a party or by which it is bound and
which is material to the Depositor, or (ii) results or will result in a
violation of any law, rule, regulation, order, judgment or decree of any court
or governmental authority having jurisdiction over the Depositor.
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Section 3.05. Repurchase Obligation for Defective
Documentation and for Breach of a Representation or Warranty. Each of the
representations and warranties contained in Sections 3.01 and 3.02 shall survive
the purchase by the Depositor of the Mortgage Loans and the subsequent transfer
thereof by the Depositor to the Trustee and shall continue in full force and
effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
Notes and notwithstanding subsequent termination of this Agreement or the
Pooling and Servicing Agreement.
With respect to any representation or warranty contained in
Sections 3.01 or 3.02 hereof that is made to the best of the Unaffiliated
Seller's knowledge, if it is discovered by the Servicer, any Subservicer, the
Trustee, the Certificate Insurer or any Certificateholder that the substance of
such representation and warranty was inaccurate as of the Closing Date and such
inaccuracy materially and adversely affects the value of the related Mortgage
Loan, then notwithstanding the Unaffiliated Seller's lack of knowledge with
respect to the inaccuracy at the time the representation or warranty was made,
such inaccuracy shall be deemed a breach of the applicable representation or
warranty. Upon discovery by the Unaffiliated Seller, the Servicer, any
Subservicer, the Trustee, the Certificate Insurer or any Certificateholder of a
breach of any of such representations and warranties which materially and
adversely affects the value of Mortgage Loans or the interest of the
Certificateholders, or which materially and adversely affects the interests of
the Certificate Insurer or the Certificateholders in the related Mortgage Loan
in the case of a representation and warranty relating to a particular Mortgage
Loan (notwithstanding that such representation and warranty was made to the
Unaffiliated Seller's best knowledge), the party discovering such breach shall
give pursuant to Section 3.03 of the Pooling and Servicing Agreement prompt
written notice to the others. Subject to the next to last paragraph of this
Section 3.05, within 60 days of the earlier of its discovery or its receipt of
notice of any breach of a representation or warranty, the Unaffiliated Seller
shall (a) promptly cure such breach in all material respects, or (b) purchase
such Mortgage Loan in the manner and at the price specified in Section 2.05(b),
or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall
become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute
Mortgage Loans; provided, that, such substitution is effected not later than the
date which is two years after the Startup Day or at such later date, if the
Trustee and the Certificate Insurer receive an Opinion of Counsel to the effect
set forth below in this Section. Any such substitution shall be accompanied by
payment by the Unaffiliated Seller of the Substitution Adjustment, if any, to be
deposited in the Certificate Account pursuant to the Pooling and Servicing
Agreement.
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As to any Deleted Mortgage Loan for which the Unaffiliated
Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the
Unaffiliated Seller shall effect such substitution by delivering to the Trustee
a certification in the form attached hereto as Exhibit H, executed by a
Servicing Officer and the documents described in Sections 2.04(a)-(f) for such
Qualified Substitute Mortgage Loan or Loans.
Pursuant to the Pooling and Servicing Agreement, the Servicer
shall deposit in the Certificate Account all payments received in connection
with such Qualified Substitute Mortgage Loan or Loans after the date of such
substitution. Monthly Payments received with respect to Qualified Substitute
Mortgage Loans on or before the date of substitution will be retained by the
Unaffiliated Seller. The Trust Fund will own all payments received on the
Deleted Mortgage Loan on or before the date of substitution, and the
Unaffiliated Seller shall thereafter be entitled to retain all amounts
subsequently received in respect of such Deleted Mortgage Loan. Pursuant to the
Pooling and Servicing Agreement, the Servicer shall be required to give written
notice to the Trustee and the Certificate Insurer that such substitution has
taken place and shall amend the Mortgage Loan Schedule to reflect the removal of
such Deleted Mortgage Loan from the terms of the Pooling and Servicing Agreement
and the substitution of the Qualified Substitute Mortgage Loan. The parties
hereto agree to amend the Closing Schedule accordingly. Upon such substitution,
such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms
of the Pooling and Servicing Agreement and this Agreement in all respects, and
the Unaffiliated Seller shall be deemed to have made with respect to such
Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the
representations and warranties set forth in Sections 3.01 and 3.02 herein. On
the date of such substitution, the Unaffiliated Seller will remit to the
Servicer and pursuant to the Pooling and Servicing Agreement the Servicer will
deposit into the Certificate Account an amount equal to the Substitution
Adjustment, if any.
It is understood and agreed that the obligations of the
Unaffiliated Seller set forth in Sections 2.05 and this Section 3.05 to cure,
purchase or substitute for a defective Mortgage Loan as provided in Sections
2.05 and this Section 3.05 constitute the sole remedies of the Trustee, the
Certificate Insurer and the Certificateholders respecting a breach of the
foregoing representations and warranties.
Any cause of action against the Unaffiliated Seller relating
to or arising out of the breach of any representations and warranties or
covenants made in Sections 2.05, 3.01 or 3.02 shall accrue as to any Mortgage
Loan upon (i)
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discovery of such breach by any party and notice thereof to the Unaffiliated
Seller, (ii) failure by the Unaffiliated Seller to cure such breach or purchase
or substitute such Mortgage Loan as specified above, and (iii) demand upon the
Unaffiliated Seller by the Trustee for all amounts payable in respect of such
Mortgage Loan.
Notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan which is not in default or as to which no default
is imminent, no purchase, or substitution pursuant to Sections 2.05(b) or this
Section 3.05 shall be made unless the Unaffiliated Seller provides to the
Trustee and the Certificate Insurer an Opinion of Counsel to the effect that
such purchase or substitution would not (i) result in the imposition of taxes on
"prohibited transactions" of the REMIC Trust, as defined in Section 860F of the
Code or a tax on contributions to the REMIC Trust under the REMIC Provisions, or
(ii) cause the REMIC Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding. Any Mortgage Loan as to which purchase or
substitution was delayed pursuant to this paragraph shall be purchased or
substituted (subject to compliance with Sections 2.05 and this Section 3.05)
upon the earlier of (a) the occurrence of a default or imminent default with
respect to such loan and (b) receipt by the Trustee and the Certificate Insurer
of an Opinion of Counsel to the effect that such purchase or substitution will
not result in the events described in clauses (i) and (ii) of the preceding
sentence.
Pursuant to the Pooling and Servicing Agreement, upon
discovery by the Unaffiliated Seller, the Servicer, the Trustee, the Certificate
Insurer or any Certificateholder that any Mortgage Loan does not constitute a
Qualified Mortgage, the party discovering such fact shall promptly (and in any
event within 5 days of the discovery) give written notice thereof to the other
parties. In connection therewith, the Unaffiliated Seller shall repurchase or
substitute a Qualified Substitute Mortgage Loan for the affected Mortgage Loan
within 90 days of the earlier of such discovery by the Unaffiliated Seller or
the Unaffiliated Seller's receipt of notice, in the same manner as it would a
Mortgage Loan for a breach of representation or warranty contained in Sections
3.01 or 3.02. Pursuant to the Pooling and Servicing Agreement the Trustee shall
reconvey to the Unaffiliated Seller the Mortgage Loan to be released pursuant
hereto in the same manner, and on the same terms and conditions, as it would a
Mortgage Loan repurchased for breach of a representation or warranty contained
in Sections 3.01 or 3.02.
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ARTICLE FOUR
THE UNAFFILIATED SELLER
Section 4.01. Merger or Consolidation. The Unaffiliated Seller
will keep in full effect its existence, rights and franchises as a federal
savings bank and will obtain and preserve its qualification to do business as a
foreign corporation, in each jurisdiction necessary to protect the validity and
enforceability of this Agreement or any of the Mortgage Loans and to perform its
duties under this Agreement.
Any Person into which the Unaffiliated Seller may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Unaffiliated Seller shall be a party, or any Person
succeeding to the business of the Unaffiliated Seller, shall be approved by the
Certificate Insurer; provided that the approval of the Certificate Insurer shall
not be required if, at the time the Unaffiliated Seller notifies the Certificate
Insurer of the proposed successor, either (1)(a) the amount on deposit in the
Spread Account equals the Base Spread Account Requirement and (b) a Capture
Delinquency Trigger Event or a Capture Loss Trigger Event is not continuing, or
(2) the successor is rated BBB or higher by S&P or Baa3 or higher by Moody's. If
the approval of the Certificate Insurer is not required, the successor shall be
an established mortgage loan servicing institution that has a net worth of at
least $15,000,000, a Permitted Transferee and in all events shall be the
successor of the Unaffiliated Seller 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. The Unaffiliated Seller shall send
notice of any such merger or consolidation to the Trustee and the Certificate
Insurer.
Section 4.02. Costs. In connection with the transactions
contemplated under this Agreement and the Pooling and Servicing Agreement, the
Unaffiliated Seller shall promptly pay (or shall promptly reimburse the
Depositor to the extent that the Depositor shall have paid or otherwise
incurred): (i) the fees and disbursements of the Unaffiliated Seller's counsel;
(ii) (a) the fees of the Depositor's and the Certificate Insurer's counsel
(excluding fees in connection with "Blue Sky" matters), not to exceed $50,000 in
the aggregate, (b) disbursements of the Depositor's counsel (excluding
disbursements in connection with "Blue Sky" matters; and (c) the fees and
disbursements of Depositor's counsel in connection with "Blue Sky" matters;
(iii) the fees and disbursements of Ernst & Young, the Unaffiliated Seller's
independent certified public accountants, in rendering a comfort letter in
connection with the Prospectus Supplement and of Deloitte & Touche in rendering
an "agreed-upon
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procedures letter" with respect to the Mortgage Loan Pool information appearing
in the Prospectus Supplement and with respect to the numerical information
appearing under the caption "Prepayment and Yield Considerations" in the
Prospectus Supplement; (iv) the fees of Standard & Poor's, a division of The
McGraw-Hill Companies, and Moody's Investors Service, Inc.; (v) the fees of the
Trustee, the fees and disbursements of the Trustee's counsel, if any, the fees
and expenses of the institution (which may, but need not, be the Servicer or the
Trustee) selected as calculating agent and the fees of the Trustee for custodial
acceptance and loan deposit; (vi) expenses incurred in connection with printing
the Prospectus, the Prospectus Supplement, any amendment or supplement thereto,
any preliminary prospectus and the Certificates; (vii) fees and expenses
relating to the filing of documents with the Securities and Exchange Commission
(including, without limitation, periodic reports under the Exchange Act); and
(viii) the shelf registration amortization fee paid in connection with the
issuance of Certificates. The Unaffiliated Seller also will promptly pay (or
shall promptly reimburse the Depositor to the extent that the Depositor shall
have paid or otherwise incurred) all of the initial upfront expenses of the
Certificate Insurer, including, without limitation, legal fees and expenses
(except with respect to legal fees and expenses covered in clause (ii)(a) of
this Section 4.02), accountant fees and expenses and expenses in connection with
due diligence conducted on the Mortgage Files. All other costs and expenses in
connection with the transactions contemplated hereunder shall be borne by the
party incurring such expenses.
Section 4.03. Servicing. The Mortgage Loans shall be serviced
by the Servicer in accordance with the Pooling and Servicing Agreement.
Section 4.04. Mandatory Delivery. Each document specified in
Section 2.04 for each Mortgage Loan shall be delivered to the Depositor on or
before the Closing Date (except as otherwise provided in such Section 2.04).
Section 4.05. Indemnification. (a) (i) The Unaffiliated Seller
agrees to indemnify and hold harmless the Depositor, each of its directors, each
of its officers who have signed the Registration Statement, Prudential
Securities Incorporated and each of its directors and each person or entity who
controls the Depositor or Prudential Securities Incorporated or any such person,
within the meaning of Section 15 of the Securities Act, against any and all
losses, claims, damages or liabilities, joint and several, to which the
Depositor, Prudential Securities Incorporated or any such person or entity may
become subject, under the Securities Act or otherwise, and will reimburse the
Depositor, Prudential Securities Incorporated and each such controlling person
for any legal or other expenses incurred by the Depositor, Prudential Securities
Incorporated or such controlling person
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in connection with investigating or defending any such loss, claim, damage,
liability or action, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Prospectus
Supplement or any amendment or supplement to the Prospectus Supplement approved
in writing by the Unaffiliated Seller or the omission or the alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements in the Prospectus Supplement or any amendment or supplement to
the Prospectus Supplement approved in writing by the Unaffiliated Seller, in
light of the circumstances under which they were made, not misleading, but only
to the extent that such untrue statement or alleged untrue statement or omission
or alleged omission relates to the information contained in the Prospectus
Supplement referred to in Section 3.01(d). This indemnity agreement will be in
addition to any liability which the Unaffiliated Seller may otherwise have.
(ii) The Unaffiliated Seller agrees to indemnify and to hold
each of the Depositor, the Trustee, the Certificate Insurer and each
Certificateholder harmless against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs, fees
and expenses that the Depositor, the Trustee, the Certificate Insurer and any
Certificateholder may sustain in any way related to the failure of the
Unaffiliated Seller to perform its duties in compliance with the terms of this
Agreement. The Unaffiliated Seller shall immediately notify the Depositor, the
Trustee, the Certificate Insurer and each Certificateholder if a claim is made
by a third party with respect to this Agreement, and the Unaffiliated Seller
shall assume the defense of any such claim and pay all expenses in connection
therewith, including reasonable counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against the Depositor, the
Servicer, the Unaffiliated Seller, the Trustee, the Certificate Insurer and/or
Certificateholder in respect of such claim. Pursuant to the Pooling and
Servicing Agreement, the Trustee shall reimburse the Unaffiliated Seller in
accordance with Section 6.05(c) of the Pooling and Servicing Agreement for all
amounts advanced by the Unaffiliated Seller pursuant to the preceding sentence
except when the claim relates directly to the failure of the Unaffiliated Seller
to perform its duties in compliance with the terms of this Agreement.
(b) The Depositor agrees to indemnify and hold harmless the
Unaffiliated Seller, each of its directors and each person or entity who
controls the Unaffiliated Seller or any such person, within the meaning of
Section 15 of the Securities Act, against any and all losses, claims, damages or
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liabilities, joint and several, to which the Unaffiliated Seller or any such
person or entity may become subject, under the Securities Act or otherwise, and
will reimburse the Unaffiliated Seller and any such director or controlling
person for any legal or other expenses incurred by the Unaffiliated Seller or
any such director or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement, the Prospectus, the
Prospectus Supplement, any amendment or supplement to the Prospectus or the
Prospectus Supplement or the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, but only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission is other than a statement or omission
relating to the information set forth in subsection (a)(i) of this Section 4.05.
This indemnity agreement will be in addition to any liability which the
Depositor may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 4.05 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 4.05, notify the indemnifying party in writing of the
commencement thereof, but the omission to so notify the indemnifying party will
not relieve the indemnifying party from any liability which the indemnifying
party may have to any indemnified party hereunder except to the extent such
indemnifying party has been prejudiced thereby. In case any such action is
brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. After notice from the indemnifying party
to such indemnified party of its election to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 4.05 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation; provided, however, if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it that are different from or additional to those
available to the indemnifying party, the indemnified
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party or parties shall have the right to select separate counsel to assert such
legal defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. The indemnifying party shall not be
liable for the expenses of more than one separate counsel.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in the preceding
parts of this Section 4.05 is for any reason held to be unavailable to or
insufficient to hold harmless an indemnified party under subsection (a) or
subsection (b) of this Section 4.05 in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, the
indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof); provided, however, that no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. In determining the amount of
contribution to which the respective parties are entitled, there shall be
considered the relative benefits received by the Unaffiliated Seller on the one
hand, and the Depositor on the other, the Unaffiliated Seller's and the
Depositor's relative knowledge and access to information concerning the matter
with respect to which the claim was asserted, the opportunity to correct and
prevent any statement or omission, and any other equitable considerations
appropriate in the circumstances. The Unaffiliated Seller and the Depositor
agree that it would not be equitable if the amount of such contribution were
determined by pro rata or per capita allocation. For purposes of this Section
4.05, each director of the Depositor, each officer of the Depositor who signed
the Registration Statement, and each person, if any who controls the Depositor
within the meaning of Section 15 of the Securities Act, shall have the same
rights to contribution as the Depositor, and each director of the Unaffiliated
Seller, and each person, if any who controls the Unaffiliated Seller within the
meaning of Section 15 of the Securities Act, shall have the same rights to
contribution as the Unaffiliated Seller.
ARTICLE FIVE
CONDITIONS OF CLOSING
Section 5.01. Conditions of Depositor's Obligations. The
obligations of the Depositor to purchase the Mortgage Loans will be subject to
the satisfaction, on the Closing Date, of the following conditions. Upon payment
of
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the purchase price for the Mortgage Loans such conditions shall be deemed
satisfied or waived.
(a) Each of the obligations of the Unaffiliated Seller
required to be performed by it on or prior to the Closing Date pursuant to the
terms of this Agreement shall have been duly performed and complied with and all
of the representations and warranties of the Unaffiliated Seller under this
Agreement shall be true and correct as of the Closing Date and no event shall
have occurred which, with notice or the passage of time, would constitute a
default under this Agreement, and the Depositor shall have received a
certificate to the effect of the foregoing signed by an authorized officer of
the Unaffiliated Seller.
(b) The Depositor shall have received (i) a letter dated the
date of this Agreement, in form and substance acceptable to the Depositor and
its counsel, prepared by Ernst & Young, independent certified public
accountants, regarding the numerical information contained in the Prospectus
Supplement under the caption "The Originator" and (ii) a letter dated the date
of this Agreement, in form and substance acceptable to the Depositor and its
counsel, prepared by Deloitte & Touche, independent certified public
accountants, regarding the numerical information contained in the Prospectus
Supplement under the captions "Prepayment Yield Considerations" and "The
Mortgage Pool."
(c) The Mortgage Loans will be acceptable to the Depositor, in
its sole discretion.
(d) The Depositor shall have received the following additional
closing documents, in form and substance satisfactory to the Depositor and its
counsel:
(i) the Closing Schedule;
(ii) the Pooling and Servicing Agreement and the
Underwriting Agreement dated as of March 14, 1996 between the Depositor
and Prudential Securities Incorporated and all documents required
thereunder, duly executed and delivered by each of the parties thereto
other than the Depositor;
(iii) an officer's certificate from the Unaffiliated
Seller, dated as of the Closing Date, in the form of Exhibit C hereto,
and attached thereto resolutions of the board of directors of the
Unaffiliated Seller and a copy of the by-laws of the Unaffiliated
Seller;
(iv) copy of the Unaffiliated Seller's charter and
all amendments, revisions, and supplements thereof,
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certified as of a recent date by the Rhode Island State Banking
Division;
(v) an opinion of the counsel for the Unaffiliated
Seller as to various corporate matters substantially in the form
attached hereto as Exhibit D (it being agreed that the opinion shall
expressly provide that the Trustee shall be entitled to rely on the
opinion);
(vi) opinions of counsel for the Unaffiliated Seller, in
forms acceptable to the Depositor, its counsel, S&P and Moody's as to
such matters as shall be required for the assignment of ratings to the
Class A Certificates of AAA by Standard & Poor's, a division of The
McGraw-Hill Companies, and Aaa by Moody's Investors Service, Inc. (it
being agreed that such opinions shall expressly provide that the
Trustee shall be entitled to rely on such opinions);
(vii) a letter from Moody's Investors Service, Inc.
that it has assigned a rating of Aaa to the Class A Certificates;
(viii) a letter from Standard & Poor's, a division of The
McGraw-Hill Companies, that it has assigned a rating of AAA to the
Class A Certificates;
(ix) an opinion of counsel for the Trustee in form and
substance acceptable to the Depositor, its counsel, Moody's and S&P (it
being agreed that the opinion shall expressly provide that the
Unaffiliated Seller shall be entitled to rely on the opinion);
(x) an opinion or opinions of counsel for the Servicer,
in form and substance acceptable to the Depositor, its counsel, Moody's
and S&P (it being agreed that the opinion shall expressly provide that
the Unaffiliated Seller shall be entitled to rely on the opinion); and
(xi) an opinion or opinions of counsel for the
Certificate Insurer, in each case in form and substance acceptable to
the Depositor, its counsel, Moody's and S&P (it being agreed that the
opinion shall expressly provide that the Unaffiliated Seller shall be
entitled to rely on the opinion).
(e) The Certificate Insurance Policy shall have been duly
executed, delivered and issued with respect to the Certificates.
34
<PAGE> 38
(f) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident hereto shall be
satisfactory in form and substance to the Depositor and its counsel.
(g) The Unaffiliated Seller shall have furnished the Depositor
with such other certificates of its officers or others and such other documents
or opinions as the Depositor or its counsel may reasonably request.
Section 5.02. Conditions of Unaffiliated Seller's Obligations.
The obligations of the Unaffiliated Seller under this Agreement shall be subject
to the satisfaction, on the Closing Date, of the following conditions:
(a) Each of the obligations of the Depositor required to be
performed by it at or prior to the Closing Date pursuant to the terms of this
Agreement shall have been duly performed and complied with and all of the
representations and warranties of the Depositor contained in this Agreement
shall be true and correct as of the Closing Date and the Unaffiliated Seller
shall have received a certificate to that effect signed by an authorized officer
of the Depositor.
(b) The Unaffiliated Seller shall have received the
following additional documents:
(i) the Pooling and Servicing Agreement, and all
documents required thereunder, in each case executed by the Depositor
as applicable; and
(ii) a copy of a letter from Moody's to the Depositor to
the effect that it has assigned a rating of Aaa to the Class A
Certificates, and a copy of a letter from S&P to the Depositor to the
effect that it has assigned a rating of AAA to the Class A
Certificates.
(c) The Depositor shall have furnished the Unaffiliated Seller
with such other certificates of its officers or others and such other documents
to evidence fulfillment of the conditions set forth in this Agreement as the
Unaffiliated Seller may reasonably request.
Section 5.03. Termination of Depositor's Obligations. The
Depositor may terminate its obligations hereunder by notice to the Unaffiliated
Seller at any time before delivery of and payment of the purchase price for the
Mortgage Loans if: (i) any of the conditions set forth in Section 5.01 are not
satisfied when and as provided therein; (ii) there shall have been the entry of
a decree or order by a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt,
35
<PAGE> 39
marshalling of assets and liabilities or similar proceedings of or relating to
the Unaffiliated Seller, or for the winding up or liquidation of the affairs of
the Unaffiliated Seller; (iii) there shall have been the consent by the
Unaffiliated Seller to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Unaffiliated Seller or
of or relating to substantially all of the property of the Unaffiliated Seller;
(iv) any purchase and assumption agreement with respect to the Unaffiliated
Seller or the assets and properties of the Unaffiliated Seller shall have been
entered into; or (v) a Termination Event shall have occurred. The termination of
the Depositor's obligations hereunder shall not terminate the Depositor's rights
hereunder or its right to exercise any remedy available to it at law or in
equity.
ARTICLE SIX
MISCELLANEOUS
Section 6.01. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered to or mailed by registered mail, postage prepaid, or
transmitted by telex or telegraph and confirmed by a similar mailed writing, if
to the Depositor, addressed to the Depositor at Prudential Securities Financial
Asset Funding Corp., 199 Water Street, 26th Floor, New York, New York 10292,
Attention: Director Mortgage Finance Group, or to such other address as the
Depositor may designate in writing to the Unaffiliated Seller and if to the
Unaffiliated Seller, addressed to the Unaffiliated Seller at Home Loan and
Investment Bank, F.S.B., One Home Loan Plaza, Warwick, Rhode Island, 02886,
Attention: John M. Murphy or to such other address as the Unaffiliated Seller
may designate in writing to the Depositor.
Section 6.02. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement which is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement which is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which
36
<PAGE> 40
prohibits or renders void or unenforceable any provision hereof.
Section 6.03. Agreement of Unaffiliated Seller. The
Unaffiliated Seller agrees to execute and deliver such instruments and take such
actions as the Depositor may, from time to time, reasonably request in order to
effectuate the purpose and to carry out the terms of this Agreement.
Section 6.04. Survival. The parties to this Agreement agree
that the representations, warranties and agreements made by each of them herein
and in any certificate or other instrument delivered pursuant hereto shall be
deemed to be relied upon by the other party hereto, notwithstanding any
investigation heretofore or hereafter made by such other party or on such other
party's behalf, and that the representations, warranties and agreements made by
the parties hereto in this Agreement or in any such certificate or other
instrument shall survive the delivery of and payment for the Mortgage Loans.
Section 6.05. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
Section 6.06. Successors and Assigns. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns. Except as expressly permitted by
the terms hereof, this Agreement may not be assigned, pledged or hypothecated by
any party hereto to a third party without the written consent of the other party
to this Agreement and the Certificate Insurer; provided, however, that the
Depositor may assign its rights hereunder without the consent of the
Unaffiliated Seller.
Section 6.07. Governing Law. This Agreement shall be construed
in accordance with and governed by 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 6.08. Confirmation of Intent. It is the express intent
of the parties hereto that the conveyance of the Mortgage Loans by the
Unaffiliated Seller to the Depositor as contemplated by this Unaffiliated
Seller's Agreement be, and be treated for all purposes as, a sale by the
Unaffiliated Seller to the Depositor of the Mortgage Loans. It is, further, not
the intention of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Unaffiliated Seller to the Depositor to secure a debt or
other obligation
37
<PAGE> 41
of the Unaffiliated Seller. However, in the event that, notwithstanding the
intent of the parties, the Mortgage Loans are held to continue to be property of
the Unaffiliated Seller then (a) this Unaffiliated Seller's Agreement shall also
be deemed to be a security agreement within the meaning of Articles 8 and 9 of
the Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for
herein shall be deemed to be a grant by the Unaffiliated Seller to the Depositor
of a security interest in all of the Unaffiliated Seller's right, title and
interest in and to the Mortgage Loans and all amounts payable on the Mortgage
Loans in accordance with the terms thereof and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property; (c) the possession by the Depositor of Mortgage Notes and such
other items of property as constitute instruments, money, negotiable documents
or chattel paper shall be deemed to be "possession by the secured party" for
purposes of perfecting the security interest pursuant to Section 9-305 of the
Uniform Commercial Code; and (d) notifications to persons holding such property,
and acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Depositor for the purpose of perfecting such security interest under
applicable law. Any assignment of the interest of the Depositor pursuant to any
provision hereof shall also be deemed to be an assignment of any security
interest created hereby. The Unaffiliated Seller and the Depositor shall, to the
extent consistent with this Unaffiliated Seller's Agreement, take such actions
as may be necessary to ensure that, if this Unaffiliated Seller's Agreement were
deemed to create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of this
Agreement.
Section 6.09. Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
Section 6.10. Miscellaneous. (a) (i) This Agreement supersedes
all prior agreements and understandings relating to the subject matter hereof,
(ii) This Agreement may be amended from time to time by the Unaffiliated Seller
and the Depositor by written agreement, upon the prior written consent of the
Certificate Insurer (which consent shall not be withheld if, in the Opinion of
Counsel addressed to the Trustee and the Certificate Insurer, failure to amend
would adversely affect the interests of the Certificateholders), without notice
to or consent of the Certificateholders to cure
38
<PAGE> 42
any ambiguity, to correct or supplement any provisions herein, to comply with
any changes in the Code, or to make any other provisions with respect to matters
or questions arising under this Agreement which shall not be inconsistent with
the provisions of this Agreement; provided, however, that such action shall not,
as evidenced by an Opinion of Counsel, at the expense of the party requesting
the change, delivered to the Trustee, adversely affect in any material respect
the interests of any Certificateholder; and provided further, that no such
amendment shall reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, or change the
rights or obligations of any other party hereto without the consent of such
party, (iii) This Agreement may be amended from time to time by the Unaffiliated
Seller and the Depositor with the consent of the Certificate Insurer (which
consent shall not be withheld if, in the Opinion of Counsel addressed to the
Trustee and the Certificate Insurer, failure to amend would adversely affect the
interests of the Certificateholders), the Majority Certificateholders and the
Holders of the majority of the Percentage Interest in the Class R Certificates
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders; provided, however, that no such amendment
shall be made unless the Trustee receives an Opinion of Counsel, at the expense
of the party requesting the change, that such change will not adversely affect
the status of the REMIC Trust as a REMIC or cause a tax to be imposed on the
REMIC; and provided, further, that no such amendment shall reduce in any manner
the amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate or reduce the percentage for each Class the Holders
of which are required to consent to any such amendment without the consent of
the Holders of 100% of each Class of Certificates affected thereby, and (iv) It
shall not be necessary for the consent of Holders under this Section to approve
the particular form of any proposed amendment, but it shall be sufficient if
such consent shall approve the substance thereof.
(b) The parties agree that each of the Certificate Insurer and
the Trustee is an intended third-party beneficiary of this Agreement to the
extent necessary to enforce the rights and to obtain the benefit of the remedies
of the Depositor under this Agreement which are assigned to the Trustee for the
benefit of the Certificateholders pursuant to the Pooling and Servicing
Agreement and to the extent necessary to obtain the benefit of the enforcement
of the obligations and covenants of the Unaffiliated Seller under Section 4.01
and 4.05(a)(ii) of this Agreement. The parties
39
<PAGE> 43
further agree that Prudential Securities Incorporated and each of its directors
and each person or entity who controls Prudential Securities Incorporated or any
such person, within the meaning of Section 15 of the Securities Act (each, an
"Underwriter Entity") is an intended third-party beneficiary of this Agreement
to the extent necessary to obtain the benefit of the enforcement of the
obligations and covenants of the Unaffiliated Seller with respect to each
Underwriter Entity under Section 4.05(a)(i) of this Agreement.
(c) The Depositor and the Unaffiliated Seller intend the
conveyance by Unaffiliated Seller to the Depositor 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.
[Signatures Commence on Following Page]
40
<PAGE> 44
IN WITNESS WHEREOF, the parties hereto have caused their names
to be signed by their respective officers thereunto duly authorized as of the
date first above written.
PRUDENTIAL SECURITIES SECURED
FINANCING CORPORATION
By: /s/ Valerie H. Kay
--------------------------
Name: Valerie H. Kay
Title: Vice President
HOME LOAN AND INVESTMENT BANK,
F.S.B.
By: /s/ John M. Murphy
--------------------------
Name: John M. Murphy
Title: President
[Unaffiliated Seller's Agreement Signature Page]
<PAGE> 45
EXHIBIT A
CLOSING SCHEDULE
A-1
<PAGE> 46
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049718 ACTON 116 KENCREST DR ROCHESTER NY 14606
00000000000000049400 ADAMO 15 HANCOCK COURT PLAINSBORO NJ 08536
00000000000000049007 ADAMS 96 NOTTINGHAM RD RAMSEY NJ 07446
00000000000000049651 ADAMS 141923 SHELMIRE AVE PHILADELPHIA PA 19111
00000000000000050268 AFURONG 39 FOREST ROAD CEDAR GROVE NJ 07009
00000000000000049189 AGOT 365 NEW BEDFORD DR VALLEJO CA 94591
00000000000000049547 AGURKIS 127E CEDAR AVE OAKLYN NJ 08107
00000000000000049446 AIKENS 400 DODGE ROAD GETZVILLE NY 14068
00000000000000049251 ALBANESE 19 SOMERSET LN PUTNAM VALLEY NY 10579
00000000000000049621 ALLDER 324 STAPLETON RD SPRINGFIELD MA 01109
00000000000000050494 ALLEN 117 CHICAGO BLVD SOUTH PACIFIC WA 98047
00000000000000050050 ALLIS 4196E 113TH PLACE THORNTON CO 80233
00000000000000050195 ALSON 465 13TH STREET BROOKLYN NY 11215
00000000000000049890 ALSTON 22 ARROW COURT CENTRAL ISLIP NY 11722
00000000000000049642 ANDALINA 3064 CRESTWOOD LANE GLENVIEW IL 60025
00000000000000050078 ANDERSON 60 SCENIC RD LEBANON CT 06249
00000000000000050190 ANDERSON 3176 DITMAR ROAD WEEDSPORT NY 13166
00000000000000050536 ANDREWS 3430 STRASSER DR SPARKS NV 89431
00000000000000049624 ANEAS 4613N 12TH PLACE PHOENIX AZ 85014
00000000000000049708 ANGLE 2800- 2802 SEAFORD RD SEAFORD VA 23696
00000000000000050084 ANTHONE 1234S BAHAMA STREET AURORA CO 80017
00000000000000049704 ANTOLINO 21 LINCOLN AVE GOSHEN NY 10924
00000000000000049900 ARAGON 413E MISSOURI AVE FOUNTAIN CO 80817
00000000000000049793 ARCHER 2501 CACTUS DRIVE COLORADO SPRING CO 80911
00000000000000049027 ARNOLD 2731 MEETINGHOUSE RD BOOTHWYN PA 19061
00000000000000050089 ARTHUR 700 AUTUMN AVE BROOKLYN NY 11208
00000000000000049566 ASPINALL 4161 GUNTHER AVE BRONX NY 10466
00000000000000048924 ASPREA 35 WICKHAM DRIVE WARWICK NY 10990
00000000000000049320 AUBIN 137 PAPINEU AVE WOONSOCKET RI 02895
00000000000000048929 AUSTIN 38 OLNEY STREET DORCHESTER MA 02121
00000000000000050141 AUTEN 3568 STONY POINT RD GRAND ISLAND NY 14072
00000000000000050154 AVELLAR 18 TRACY STREET ACUSHNET MA 02743
00000000000000048923 AYALA 91-38 121ST STREET RICHMOND HILL NY 11418
00000000000000049891 BABU 216 ROBAT STREET PHILADELPHIA PA 19120
00000000000000050402 BAEZ 938E BROWN STREET GLOUCESTER CITY NJ 08030
00000000000000050107 BAKER 238 WILLARD AVENUE STATEN ISLAND NY 10314
00000000000000050512 BALUYOT 382 6TH STREET ATCO NJ 08004
00000000000000048789 BANASZEK 2488 FOXIANNA ROAD MIDDLETOWN PA 17057
00000000000000050552 BANKS 7973 PROVIDENT ST PHILADELPHIA PA 19150
</TABLE>
<TABLE>
<CAPTION>
Loan Curr Principal Orig Principal Due Curr Note Maturity Rem
Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049718 62,914.60 63,000.00 0.80000 566.43 1/01/16
00000000000000049400 90,284.34 91,790.00 0.79000 755.14 10/01/10
00000000000000049007 32,362.58 32,704.00 0.80000 301.65 9/01/15
00000000000000049651 52,801.38 53,000.00 0.61000 449.53 12/1/25
00000000000000050268 147,351.35 148,000.00 0.80000 1283.45 12/1/15
00000000000000049189 16,668.18 16,829.00 0.80000 170.6 11/1/10
00000000000000049547 23,585.57 23,772.00 0.80000 217.72 10/1/15
00000000000000049446 26,830.15 27,000.00 0.71000 285.21 12/1/10
00000000000000049251 13,651.78 14,000.00 0.79000 290.55 12/1/00
00000000000000049621 43,894.77 44,000.00 0.59000 401.56 12/1/15
00000000000000050494 76,000.00 76,000.00 0.68000 649.48 2/1/16
00000000000000050050 29,116.27 29,264.00 0.80000 370.55 1/1/06
00000000000000050195 40,000.00 40,000.00 0.46000 354.51 2/1/16
00000000000000049890 11,891.00 11,891.00 0.57000 246.78 1/1/06
00000000000000049642 83,297.61 83,446.00 0.58000 804.72 12/1/15
00000000000000050078 41,166.49 41,192.00 0.46000 337.39 1/1/11
00000000000000050190 59,250.00 59,250.00 0.75000 514.19 2/1/16
00000000000000050536 14,253.00 14,253.00 0.80000 142.79 2/1/11
00000000000000049624 44,793.99 45,000.00 0.73000 442.87 12/1/10
00000000000000049708 44,644.58 45,000.00 0.73000 404.59 12/1/15
00000000000000050084 73,373.53 73,600.00 0.72000 671.7 1/1/16
00000000000000049704 43,962.03 44,000.00 0.61000 395.6 1/1/16
00000000000000049900 55,826.99 56,000.00 0.71000 485.63 1/1/16
00000000000000049793 51,931.74 52,000.00 0.71000 474.57 1/1/16
00000000000000049027 61,959.46 62,457.00 0.46000 598.6 11/1/15
00000000000000050089 77,079.00 77,079.00 0.42000 754.07 1/1/11
00000000000000049566 80,719.99 80,730.00 0.68000 725.83 12/1/15
00000000000000048924 107,744.79 108,000.00 0.80000 829.67 11/1/10
00000000000000049320 79,060.47 79,269.00 0.79000 687.42 12/1/15
00000000000000048929 26,127.53 26,400.00 0.80000 267.61 11/1/10
00000000000000050141 76,600.00 76,600.00 0.55000 749.38 2/1/11
00000000000000050154 34,370.17 34,506.00 0.32000 360.12 1/1/11
00000000000000048923 28,005.80 28,465.00 0.76000 288.55 11/1/10
00000000000000049891 12,655.60 12,729.00 0.78000 161.18 1/1/06
00000000000000050402 53,857.78 54,000.00 0.80000 414.84 12/1/10
00000000000000050107 81,795.32 81,967.00 0.42000 736.96 2/1/16
00000000000000050512 39,491.31 40,000.00 0.61000 521.99 12/1/05
00000000000000048789 25,127.44 25,331.00 0.80000 256.78 11/1/10
00000000000000050552 21,763.00 21,763.00 0.36000 211.64 2/1/11
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 1 OF 26
<PAGE> 47
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000048717 BARBER 2621 PRATT STREET PHILADELPHIA PA 19137
00000000000000050472 BARBER MAPLECREST RD HENSONVILLE NY 12439
00000000000000050309 BARNES 38 BROADMEADOW DRIVE LUNENBURG MA 01462
00000000000000050388 BARRELLA 99 ARIZONA AVE LONG BEACH NY 11561
00000000000000048913 BARRY 12 SLEEPY HOLLOW RD STATEN ISLAND NY 10314
00000000000000049952 BARTUS 34 BLACKINTON RD NEW SALEM MA 01364
00000000000000050408 BASARA 316 CARSON STREET PHILADELPHIA PA 19128
00000000000000049921 BASHAM 612 C AVE BOULDER CITY NV 89005
00000000000000049071 BASKERVILLE 355 NEW YORK AVENUE BROOKLYN NY 11213
00000000000000049803 BASS 10425N 43RD PLACE PHOENIX AZ 85028
00000000000000049431 BAUCH 170 BEECHWOOD DRIVE WAYNE NJ 07470
00000000000000046616 BEAUDOIN 30 BIRCHBROW AVENUE WEYMOUTH MA 02191
00000000000000050713 BECK 593 HENRY ST JACKSON NJ 08527
00000000000000049497 BEDARD 326 HEMSTREET RD SCHAGTICOKE NY 12154
00000000000000049386 BEEHLER 618 LEONARD LANE TOBYHANNA PA 18466
00000000000000048594 BELMONTI 116N 50TH STREET PHILADELPHIA PA 19139
00000000000000050714 BELTRAN 242W HUDSON AVE ENGLEWOOD NJ 07631
00000000000000049250 BENNETT 26 CRYSTAL DR EAST HAMPTON NY 11937
00000000000000050232 BENT 2228 DEMETRIUS AVENUE LAS VEGAS NV 89101
00000000000000049122 BENUN 98 JEROME AVENUE DEAL NJ 07723
00000000000000049925 BENZ 585N BELMONT ST PORTERVILLE CA 93257
00000000000000049437 BERGHORN 35 WILLOW WAY WEST PATERSON NJ 07424
00000000000000048620 BERLANGA 2000 FRANKLIN RD VALLEY STREAM NY 11580
00000000000000049868 BERTHOLIC 428 VICTORY HWY BURRILLVILLE RI 02830
00000000000000049347 BERTOT 23L RANGE RD EPSOM NH 03234
00000000000000049500 BESAW 905 MONTGOMERY STREET CHICOPEE MA 01013
00000000000000050306 BESSETTE 56 HUNTER DRIVE CUMBERLAND RI 02864
00000000000000049754 BEST 206 VAN NOSTRAND AVE JERSEY CITY NJ 07305
00000000000000048855 BESTER 1144 KEITH DRIVE COLORADO SPRING CO 80916
00000000000000049989 BETTS 8507 SHADEWAY PLACE SPRINGFIELD VA 22153
00000000000000050515 BEVERETT 22 VOORHEES STREET NEWARK NJ 07108
00000000000000049636 BEY 121 SOLOMON AVE INWOOD NY 11096
00000000000000050180 BEYER 12W MAPLE STREET TONAWANDA NY 14150
00000000000000050611 BHAGIRATH 218 FAIRMAN ST YUBA CITY CA 95991
00000000000000049627 BILL 2392 FIG STREET LAKEWOOD CO 80228
00000000000000048812 BINDER 2106N 7TH STREET COLORADO SPRING CO 80907
00000000000000049282 BINGHAM 405W HOSPITAL ST TAYLOR PA 18517
00000000000000049162 BIRTH 1391 DEER CREEK LANE RENO NV 89506
00000000000000049710 BISHOP 146 SUNNYSIDE RD NORTH QUEENSBURY NY 12804
</TABLE>
<TABLE>
<CAPTION>
Loan Curr Principal Orig Principal Due Curr Note Maturity Rem
Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000048717 43,062.71 44,259.00 0.70000 560.42 11/1/05
00000000000000050472 16,500.00 16,500.00 0.65000 177.21 2/1/11
00000000000000050309 27,950.00 27,950.00 0.64000 249.5 2/1/16
00000000000000050388 12,046.00 12,046.00 0.80000 120.68 2/1/11
00000000000000048913 134,182.01 134,713.00 0.71000 1273.35 11/1/15
00000000000000049952 14,940.30 15,000.00 0.75000 152.06 1/1/11
00000000000000050408 32,000.00 32,000.00 0.80000 313.06 2/1/11
00000000000000049921 32,608.70 32,863.00 0.80000 333.13 1/1/11
00000000000000049071 51,010.02 51,826.00 0.76000 656.23 11/1/05
00000000000000049803 44,681.87 45,000.00 0.65000 461.43 12/1/15
00000000000000049431 48,175.05 48,400.00 0.80000 443.28 10/1/15
00000000000000046616 17,583.47 18,416.00 0.90000 274.87 6/1/05
00000000000000050713 133,817.56 134,000.00 0.80000 1162.04 12/1/15
00000000000000049497 91,637.00 91,637.00 0.70000 736.68 12/1/10
00000000000000049386 63,767.43 64,000.00 0.80000 555.01 12/1/15
00000000000000048594 34,585.86 34,875.00 0.75000 321.68 10/1/15
00000000000000050714 84,781.68 85,209.00 0.44000 766.1 12/1/15
00000000000000049250 31,588.84 32,052.00 0.20000 315.45 12/1/10
00000000000000050232 64,921.74 65,088.00 0.73000 495.41 1/1/11
00000000000000049122 94,273.82 95,000.00 0.59000 876.24 9/1/15
00000000000000049925 112,624.60 113,000.00 0.54000 979.93 1/1/16
00000000000000049437 88,089.85 88,503.00 0.66000 705.76 10/1/25
00000000000000048620 18,644.08 18,897.00 0.80000 191.56 11/1/10
00000000000000049868 37,956.21 38,441.00 0.51000 450.1 1/1/16
00000000000000049347 22,898.41 23,000.00 0.46000 242.96 12/1/10
00000000000000049500 95,043.79 95,200.00 0.80000 731.34 12/1/10
00000000000000050306 87,399.00 87,399.00 0.58000 855.03 2/1/11
00000000000000049754 54,210.28 54,300.00 0.57000 464.53 10/1/10
00000000000000048855 51,564.25 52,000.00 0.58000 527.11 11/1/10
00000000000000049989 217,969.72 219,400.00 0.71000 1685.45 1/1/11
00000000000000050515 27,580.18 27,650.00 0.31000 265 12/1/15
00000000000000049636 40,918.00 41,114.00 0.52000 416.77 12/1/10
00000000000000050180 61,313.00 61,313.00 0.72000 508.66 2/1/11
00000000000000050611 32,942.00 32,942.00 0.47000 291.96 2/1/16
00000000000000049627 31,452.05 31,700.00 0.79000 254.84 12/1/10
00000000000000048812 17,237.85 17,488.00 0.75000 228.21 11/1/05
00000000000000049282 70,790.65 71,200.00 0.80000 700.72 12/1/10
00000000000000049162 76,071.42 76,500.00 0.63000 663.41 11/1/15
00000000000000049710 26,474.84 26,753.00 0.71000 338.76 12/1/05
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 2 OF 26
<PAGE> 48
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049635 BLAINE 150 HORTON RD WASHINGTONVILLE NY 10992
00000000000000050239 BLAINE 26 TINTON FALLS ROAD FARMINDALE NJ 07727
00000000000000049798 BLAKE 8 FREEDOM AVE NEW FREEDOM PA 17349
00000000000000050254 BLAND 12905N COUNTY RD 15 WELLINGTON CO 80549
00000000000000048775 BLUM 6 ROXTON RD PLAINVIEW NY 11803
00000000000000048681 BLUMENFELD 48 KENWOOD LANE NEW CITY NY 10956
00000000000000050054 BOARDMAN 8216E PONDEROSA LANE PARKER CO 80134
00000000000000049734 BOEHMER 161 DAUB ROAD MYERSTOWN PA 17067
00000000000000050368 BOEVIN 286 RT 50 GANSEVOORT NY 12831
00000000000000050040 BOHL RR1 BOX 109B BARBER LN EAST BERNE NY 12059
00000000000000048978 BONDS 486 CHAMPLAIN AVENUE WEST HEMPSTEAD NY 11552
00000000000000048709 BONITO 256 EDGEWOOD AVE TONAWANDA NY 14223
00000000000000049618 BOOK 234 SCHOOLHOUSE RD LANCASTER PA 17603
00000000000000050400 BOULAZERIS 5505 VENTNOR AVE VENTNOR NJ 08406
00000000000000048947 BOWERS 1604 VERBENA ST DENVER CO 80220
00000000000000048863 BOYCE 143-18 185TH STREET SPRINGFIELD GAR NY 11413
00000000000000049376 BOYD 7400 HILL RD PHILADELPHIA PA 19128
00000000000000050339 BOYD 513 BOWMAN AVE LAS VEGAS NV 89106
00000000000000050272 BRAMWELL 1528 WYNDMOOR AVE HILLSIDE NJ 07205
00000000000000050214 BRANCH 142-16 222ND STREET LAURELTON NY 11413
00000000000000049361 BRANDEFINE 87 LOGAN AVENUE STATEN ISLAND NY 10301
00000000000000050193 BRANT 8 BROWNING DRIVE GREENLAWN NY 11738
00000000000000048888 BRASEFIELD 224 VILLA AVENUE NORTH PROVIDENC RI 02904
00000000000000048982 BROBECK 165 SUNRISE DR IRWIN PA 15642
00000000000000049264 BROMUND 19 CHRISTOPHER DR WEST SENECA NY 14224
00000000000000049454 BROOKS 1654S FLANDERS WAY AURORA CO 80017
00000000000000049246 BROWN 109-61 133RD STREET RICHMOND HILL NY 11420
00000000000000049545 BROWN 3510 MARLTON PIKE PENNSAUKEN NJ 08109
00000000000000050194 BROWN 1501 PRESIDENT STREET BROOKLYN NY 11213
00000000000000050453 BROWN 3016S ELATI STREET ENGLEWOOD CO 80110
00000000000000049084 BRUCH 475 VIA DEL PLANO NOVATO CA 94949
00000000000000049414 BRUNMEIER 1270 LOS MEADOWS DR LAS VEGAS NV 89110
00000000000000049016 BRYANT 10 OVERLOOK DRIVE HILTON NY 14468
00000000000000050302 BUCCELLA 8472 PALMADA DRIVE LAS VEGAS NV 89123
00000000000000050590 BUCHANAN 8613 PATTON RD WYNDMOOR PA 19118
00000000000000049753 BURKE 97 GREENWOOD AVE PEQUANNOCK NJ 07440
00000000000000049892 BURKE 122 TREE ROAD CENTEREACH NY 11720
00000000000000050000 BURKS 2532 VINE STREET DENVER CO 80205
00000000000000047906 BURMESTER 11 15 BREDDER CT ELMWOOD PARK NJ 07407
</TABLE>
<TABLE>
<CAPTION>
Loan Curr Principal Orig Principal Due Curr Note Maturity Rem
Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049635 55,946.71 56,100.00 0.76000 504.39 12/1/15
00000000000000050239 23,458.92 23,598.00 0.25000 212.17 12/1/15
00000000000000049798 87,050.35 88,000.00 0.80000 676.03 12/1/10
00000000000000050254 11,584.17 11,750.00 0.68000 122.63 2/1/11
00000000000000048775 33,027.63 33,450.00 0.65000 331.72 11/1/15
00000000000000048681 17,868.45 18,000.00 0.76000 182.47 11/1/10
00000000000000050054 31,810.47 31,906.00 0.80000 323.43 1/1/11
00000000000000049734 77,843.66 78,303.00 0.67000 782.14 12/1/10
00000000000000050368 22,600.00 22,600.00 0.28000 291.08 2/1/06
00000000000000050040 20,000.00 20,000.00 0.14000 196.84 1/1/11
00000000000000048978 81,251.36 81,517.00 0.58000 781.27 11/1/15
00000000000000048709 52,516.30 53,571.00 0.62000 527.54 10/1/10
00000000000000049618 56,917.92 57,267.00 0.69000 496.62 12/1/15
00000000000000050400 104,558.11 105,000.00 0.38000 958.27 12/1/15
00000000000000048947 38,603.37 39,259.00 0.75000 402.88 11/1/10
00000000000000048863 72,332.49 72,500.00 0.48000 628.72 11/1/15
00000000000000049376 16,761.55 17,000.00 0.43000 179.58 12/1/10
00000000000000050339 48,000.00 48,000.00 0.80000 413.22 2/1/16
00000000000000050272 103,862.23 104,000.00 0.80000 798.94 12/1/10
00000000000000050214 115,000.00 115,000.00 0.64000 990.01 2/1/16
00000000000000049361 122,769.28 123,435.00 0.77000 948.24 12/1/10
00000000000000050193 66,955.00 66,955.00 0.72000 674.73 2/1/11
00000000000000048888 47,854.08 48,000.00 0.66000 368.74 11/1/10
00000000000000048982 16,555.76 16,700.00 0.75000 176.41 11/1/10
00000000000000049264 62,635.74 62,900.00 0.80000 565.53 12/1/15
00000000000000049454 21,993.96 22,253.00 0.80000 461.83 12/1/00
00000000000000049246 66,445.42 66,657.00 0.56000 578.05 12/1/15
00000000000000049545 64,267.30 65,600.00 0.69000 813.35 10/1/05
00000000000000050194 107,000.00 107,000.00 0.50000 921.14 2/1/16
00000000000000050453 45,500.00 45,500.00 0.45000 431.94 2/1/11
00000000000000049084 43,665.53 44,080.00 0.80000 446.83 11/1/10
00000000000000049414 24,242.22 25,000.00 0.79000 316.56 12/1/05
00000000000000049016 35,859.39 36,000.00 0.76000 323.67 11/1/15
00000000000000050302 12,698.88 12,900.00 0.78000 267.1 2/1/01
00000000000000050590 85,215.00 85,215.00 0.66000 715.92 2/1/11
00000000000000049753 84,353.06 85,000.00 0.50000 737.12 10/1/15
00000000000000049892 14,953.84 15,000.00 0.15000 136.9 1/1/16
00000000000000050000 71,836.38 71,908.00 0.77000 623.58 1/1/16
00000000000000047906 61,432.09 62,000.00 0.44000 604.49 7/1/15
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 3 OF 26
<PAGE> 49
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050589 BURRUEL 7221S WESTOVER AVE TUCSON AZ 85746
00000000000000050013 BUSSIAN 19 NORTH BROWN STREET GLOUCESTER CITY NJ 08030
00000000000000048613 BUTLER 113-05 203RD STREET QUEENS NY 11412
00000000000000049974 BUTLER 5121 INDIAN TOWN RD VERNON NY 13476
00000000000000050393 BUTLER 209 UNION AVE UNION BEACH NJ 07735
00000000000000049883 BUTTNER 36 LAWRENCE DRIVE HACKETTSTOWN NJ 07840
00000000000000049645 BYRNES 221 TREADWELL AVE STATEN ISLAND NY 10302
00000000000000050310 CADMAN 100 DUNCAN CIRCLE WARWICK RI 02886
00000000000000049117 CALAFATI 513 BROAD STREET CAPE MAY NJ 08204
00000000000000050473 CALLAHAN 24 FAIRVIEW ST ROSLINDALE MA 02131
00000000000000049199 CAMPBELL 131-79 233RD STREET LAURELTON NY 11422
00000000000000049657 CAMPBELL 2405 ROUTE #11A LAFAYETTE NY 13084
00000000000000048774 CAMPISI 30 MILBURN RD CENTEREACH NY 11720
00000000000000049039 CANADAY 1151 ALTER WAY BROOMFIELD CO 80020
00000000000000050072 CANNATA 805 STRONGS ROAD COPIAGUE NY 11726
00000000000000049233 CANNIE 568 CENTERWOOD STREET N BABYLON NY 11704
00000000000000050048 CAPALETY 13525 FALCON HWY PEYTON CO 80831
00000000000000048860 CAPONETTO 462 BRONXVILLE ROAD BRONXVILLE NY 10708
00000000000000049660 CAPPELLO 202 CLARK AVE MAHWAH NJ 07430
00000000000000049966 CAPUTO 232 AMBER STREET STATEN ISLAND NY 10306
00000000000000050033 CARDINAL 412 JERUSALEM ROAD SCOTCH PLAINS NJ 07076
00000000000000050123 CARLTON 3081W SUSSEX WAY FRESNO CA 93722
00000000000000049590 CARNEY 329E RIDGEWOOD AVE ABESCON NJ 08201
00000000000000050158 CARR 738 TAYLOR DRIVE FOLCROFT PA 19032
00000000000000049042 CARROLL 1917 MEADOWBROOK RD FEASTERVILLE PA 19053
00000000000000049008 CARTER 52 SHADOWY LANE WEST MILFORD NJ 07480
00000000000000050276 CASALE 530 PARKER ST NEWARK NJ 07104
00000000000000049958 CASERTA 6 PELICAN ROAD LEVITTOWN NY 11756
00000000000000049805 CASEY 233 RESERVOIR ST HOLDEN MA 01520
00000000000000050136 CASTANZA 124 CORNELL DRIVE DEPEW NY 14043
00000000000000050211 CATANIA 60 CHARLESTOWN RD SNYDER NY 14226
00000000000000049850 CAVACO 155 OVERFIELD RD EAST GREENWICH RI 02818
00000000000000049646 CECCARELLI 6869W SIERRA ST PEORIA AZ 85345
00000000000000048755 CERUTTI 212 VAN WORMER DRIVE GUILDERLAND NY 12085
00000000000000049091 CETRONE 8 RAYMOND PL WEST NEWTON MA 02165
00000000000000049506 CHAMBERLAIN HIDDEN LAKE RD STODDARD NH 03464
00000000000000048630 CHAPILLIQUEN 104-44 43RD AVENUE CORONA NY 11368
00000000000000049148 CHAUSSE 16 TUNK CITY RD KILLINGLY CT 06239
00000000000000049980 CHAVEZ 945 DELPHI DRIVE LAFAYETTE CO 80026
</TABLE>
<TABLE>
<CAPTION>
Loan Curr Principal Orig Principal Due Curr Note Maturity Rem
Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050589 68,000.00 68,000.00 0.80000 581.12 2/1/16
00000000000000050013 37,769.20 38,193.00 0.48000 348.57 11/1/15
00000000000000048613 102,091.95 102,400.00 0.80000 888.01 11/1/15
00000000000000049974 43,886.79 44,000.00 0.62000 401.56 1/1/16
00000000000000050393 52,111.11 52,366.00 0.70000 454.12 12/1/15
00000000000000049883 99,670.77 99,883.00 0.70000 847.17 11/1/25
00000000000000049645 54,237.00 54,300.00 0.47000 423.31 12/1/25
00000000000000050310 49,470.00 49,470.00 0.53000 455.51 2/1/11
00000000000000049117 80,933.85 81,600.00 0.80000 739.44 9/1/15
00000000000000050473 27,295.00 27,295.00 0.80000 243.66 2/1/16
00000000000000049199 131,200.18 132,000.00 0.80000 1144.7 12/1/15
00000000000000049657 39,959.57 40,412.00 0.73000 368.82 12/1/15
00000000000000048774 42,788.32 42,842.00 0.46000 404.96 11/1/15
00000000000000049039 73,859.92 74,338.00 0.66000 678.43 11/1/15
00000000000000050072 41,460.76 41,600.00 0.36000 406.98 1/1/11
00000000000000049233 74,320.86 74,842.00 0.62000 717.29 12/1/15
00000000000000050048 90,000.00 90,000.00 0.75000 780.48 1/1/16
00000000000000048860 111,788.99 112,000.00 0.56000 860.39 11/1/10
00000000000000049660 19,776.16 20,000.00 0.75000 205.84 10/1/10
00000000000000049966 55,680.00 55,680.00 0.27000 427.74 1/1/11
00000000000000050033 40,553.79 40,818.00 0.75000 413.77 11/1/10
00000000000000050123 15,868.58 16,000.00 0.22000 199.67 1/1/06
00000000000000049590 89,316.68 89,600.00 0.80000 777.01 10/1/15
00000000000000050158 61,786.72 61,907.00 0.79000 532.95 1/1/16
00000000000000049042 39,078.61 39,304.00 0.47000 353.38 11/1/15
00000000000000049008 24,993.68 25,327.00 0.80000 258.25 9/1/10
00000000000000050276 36,592.51 37,300.00 0.75000 599.94 12/1/02
00000000000000049958 33,886.92 34,000.00 0.75000 305.69 1/1/16
00000000000000049805 96,250.89 96,641.00 0.68000 807.75 1/1/16
00000000000000050136 38,500.00 38,500.00 0.44000 331.44 2/1/16
00000000000000050211 33,774.00 33,774.00 0.42000 330.42 2/1/11
00000000000000049850 89,909.45 90,083.00 0.67000 781.2 1/1/16
00000000000000049646 66,000.00 66,000.00 0.69000 507.02 12/1/10
00000000000000048755 65,803.50 66,360.00 0.41000 653.09 11/1/10
00000000000000049091 43,297.92 43,500.00 0.26000 377.23 11/1/15
00000000000000049506 19,778.42 20,000.00 0.41000 253.25 12/1/05
00000000000000048630 93,017.70 93,616.00 0.56000 872.02 11/1/15
00000000000000049148 79,771.80 80,000.00 0.80000 637.38 11/1/25
00000000000000049980 27,185.71 27,190.00 0.80000 218.59 1/1/11
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 4 OF 26
<PAGE> 50
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049327 CHERRE 144 FONTAINE DR BUFFALO NY 14215
00000000000000050118 CHMELA 305 BENTLEY COURT BREWSTER NY 10509
00000000000000050289 CHRIST 4761S MEADE STREET LITTLETON CO 80123
00000000000000049580 CHRISTENSEN 2610 100TH PLACE DENVER CO 80221
00000000000000050238 CICCONE 24 HANOVER AVE WHIPPANY NJ 07981
00000000000000050395 CINELLI 249 RIVER LAWN DRIVE WAYNE NJ 07470
00000000000000048762 CLARDY 294E CLINTON AVE ROOSEVELT NY 11575
00000000000000049455 CLARK 10103S PINEDALE DRIVE CONIFER CO 80433
00000000000000050010 CLARK 689 CENTER AVE RIVER EDGE NJ 07661
00000000000000049224 CLAY 5318E ANDREW ST TUCSON AZ 85711
00000000000000050161 CLAY 21 CLARKSON AVE BROOKLYN NY 11226
00000000000000049842 CLIFF 79 BRETWOOD LANE CENTERVILLE MA 02632
00000000000000049443 CLIFFORD 5 CEDAR STREET LAUREL NY 11948
00000000000000050352 CLIFTON 5937 VEGA RD COLLBRAN CO 81624
00000000000000050110 COCCARO 1080E OAK ROAD VINELAND NJ 08360
00000000000000049602 COELHO 36 CATALPA AVE RIVERSIDE RI 02915
00000000000000048925 COLBY 40 LINCOLN ST SLOATSBURG NY 10974
00000000000000048761 COLE 355 KEENE RD ANTRIM NH 03440
00000000000000048729 COLEMAN 1630 67TH AVENUE PHILADELPHIA PA 19126
00000000000000049772 COLEMAN 200 CLUBHOUSE DRIVE WILLINGBORO NJ 08046
00000000000000049786 COLEMAN 1314 DRIFT ROAD WESTPORT MA 02790
00000000000000050571 COLLIER 223 PIEDMONT AVE HAMPTON VA 23661
00000000000000050146 COLLMAR 4427E CAREY AVENUE LAS VEGAS NV 89115
00000000000000049983 COOPER 81 BUTLER STREET NEW HAVEN CT 06511
00000000000000049984 COPELAND 2000 CEDARWOOD LANE SUFFOLK VA 23434
00000000000000049680 CORAZZARI 38 TREMONT STREET KINGSTON MA 02364
00000000000000049546 CORDASCO 2310 BERT AVE POINT PLEASANT NJ 08742
00000000000000049856 COREY 13655 STONEY BROOK DR RENO NV 89511
00000000000000050191 CORR DEAN MILLS ROAD EAST DURHAM NY 12423
00000000000000050414 CORSON 3810 BITTERN CT RENO NV 89506
00000000000000049567 CORTEZ 186-16 JORDAN AVE HOLLIS NY 11412
00000000000000047447 COTTINGHAM 1117E JOHNSON STREET PHILADELPHIA PA 19138
00000000000000049782 COUGHLIN 724 FERNDELL DR ELMIRA NY 14905
00000000000000049903 COULSON 337 WOODWARD AVE MCKEES ROCKS PA 15136
00000000000000048165 COVEY 1122E FERN DRIVE SOUTH PHOENIX AZ 85014
00000000000000049706 COX 2495 AMBER DRIVE LOVELAND CO 80537
00000000000000049533 CRAFT 6218 CALLOWHILL ST PHILADELPHIA PA 19151
00000000000000049463 CREWS 155 KEIBER CT STATEN ISLAND NY 10314
00000000000000048794 CUMMINGS 535S MELVILLE ST PHILADELPHIA PA 19143
</TABLE>
<TABLE>
<CAPTION>
Loan Curr Principal Orig Principal Due Curr Note Maturity Rem
Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049327 17,452.55 17,537.00 0.21000 172.6 12/1/10
00000000000000050118 67,000.00 67,000.00 0.55000 533.81 2/1/11
00000000000000050289 81,995.00 81,995.00 0.59000 673.14 2/1/16
00000000000000049580 27,673.73 27,700.00 0.70000 261.83 12/1/15
00000000000000050238 47,858.21 48,000.00 0.72000 486.57 12/1/10
00000000000000050395 86,326.65 86,400.00 0.80000 663.73 12/1/10
00000000000000048762 26,825.36 27,996.00 0.46000 354.5 11/1/05
00000000000000049455 44,752.51 45,000.00 0.33000 442.87 12/1/10
00000000000000050010 53,800.38 54,030.00 0.80000 485.78 11/1/15
00000000000000049224 39,278.93 40,000.00 0.63000 521.99 11/1/05
00000000000000050161 116,000.00 116,000.00 0.63000 932.53 2/1/11
00000000000000049842 86,944.63 87,190.00 0.79000 669.8 1/1/11
00000000000000049443 84,208.48 84,500.00 0.70000 759.73 12/1/15
00000000000000050352 25,950.00 25,950.00 0.49000 226.03 2/1/16
00000000000000050110 22,833.75 23,000.00 0.76000 233.15 11/1/10
00000000000000049602 79,717.04 79,983.00 0.78000 696.01 12/1/10
00000000000000048925 90,159.16 90,351.00 0.58000 824.57 11/1/15
00000000000000048761 61,021.90 61,500.00 0.65000 516.68 11/1/10
00000000000000048729 50,965.02 51,200.00 0.80000 460.34 11/1/15
00000000000000049772 32,280.29 32,495.00 0.80000 292.16 11/1/15
00000000000000049786 42,000.00 42,000.00 0.65000 381.06 1/1/10
00000000000000050571 44,800.00 44,800.00 0.80000 435.67 2/1/11
00000000000000050146 20,906.08 21,000.00 0.71000 212.88 1/1/11
00000000000000049983 24,416.58 24,568.00 0.61000 213.06 1/1/16
00000000000000049984 55,910.30 56,000.00 0.76000 503.49 1/1/16
00000000000000049680 39,473.06 39,630.00 0.80000 356.31 12/1/15
00000000000000049546 97,052.63 97,600.00 0.80000 877.51 10/1/15
00000000000000049856 69,870.63 70,000.00 0.70000 629.36 1/1/16
00000000000000050191 28,000.00 28,000.00 0.38000 282.17 2/1/11
00000000000000050414 21,000.00 21,000.00 0.18000 253.57 2/1/06
00000000000000049567 111,723.97 112,000.00 0.80000 971.26 12/1/15
00000000000000047447 62,339.00 62,500.00 0.70000 609.37 8/1/15
00000000000000049782 29,905.11 30,000.00 0.50000 312.37 1/1/11
00000000000000049903 37,308.93 37,600.00 0.80000 465.99 1/1/06
00000000000000048165 59,721.12 60,000.00 0.80000 543.71 10/1/15
00000000000000049706 17,905.12 18,000.00 0.74000 182.47 12/1/10
00000000000000049533 29,979.25 30,050.00 0.79000 230.85 12/1/10
00000000000000049463 20,302.70 21,000.00 0.75000 212.88 12/1/10
00000000000000048794 16,883.98 17,000.00 0.26000 186.87 11/1/10
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 5 OF 26
<PAGE> 51
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049066 CURLEY 34 BIRCH RD WESTFORD MA 01886
00000000000000049508 CUTLER 5127S OSCEOLA ST LITTLETON CO 80123
00000000000000049777 CYCKOWSKI 40 SEARING AVE HARRISON NJ 07029
00000000000000049311 CYWINSKI 115 ROSEBERRY STREET PHILADELPHIA PA 19148
00000000000000049191 DACHOWSKI 8025 ENGLISH CREEK AVE EGGHARBOR TOWNS NJ 08234
00000000000000049561 DAILEY 8 CROSS STREET SCHODACK NY 12033
00000000000000049784 DANDREA 2306 FOWLER ST N BELLMORE NY 11710
00000000000000049147 DANFORTH 13 STARBROOK DRIVE BARRINGTON RI 02806
00000000000000050002 DANIELS 3455 ERVA STREET #223 LAS VEGAS NV 89117
00000000000000050628 DANNUCCI 15 IRVING PLACE NEWTON NJ 07860
00000000000000050224 DANSAVAGE 12 BIG MINE RUN ASHLAND PA 17921
00000000000000050584 DARNELL 1459 MILWAUKEE ST DENVER CO 80203
00000000000000048897 DASILVA 1060E 219TH STREET BRONX NY 10469
00000000000000048623 DAVERMANN 116-42 230TH STREET CAMBRIA HEIGHTS NY 11411
00000000000000048874 DAVIS 555 FORDHAM AVE BURLINGTON NJ 08016
00000000000000049223 DAVIS 459 CHRISTOPHER AVE BROOKLYN NY 11212
00000000000000049457 DAVIS 2444S LAREDO STREET AURORA CO 80013
00000000000000049583 DAVIS 129 HUMBELOT ST TRENTON NJ 08618
00000000000000049826 DAVIS 84 CEDAR ST RONKONKOMA NY 11779
00000000000000049451 DE WITT 1124 BUCHANAN RD ANTIOCH CA 94509
00000000000000048887 DEAN 2108W DAHLIA PHOENIX AZ 85029
00000000000000048951 DEAUSSAUSRE 118-39 221ST STREET CAMBRIA HEIGHTS NY 11411
00000000000000049943 DEBROCK 19 ALBERT ST POMPTON LAKES NJ 07442
00000000000000050630 DEKLERK 1692E WHEAT ROAD VINELAND NJ 08360
00000000000000049015 DELEO 97-27 WOODHAVEN BLVD OZONE PARK NY 11416
00000000000000049781 DELGRANDE 84 CHARLES STREET JERSEY CITY NJ 07307
00000000000000049959 DEPALO 345 LAMOKA AVE STATEN ISLAND NY 10312
00000000000000049197 DI MASCIO 902 CLARK CIRCLE FLEMINGTON NJ 08822
00000000000000049445 DIBUO 49 RED LION RD HENRIETTA NY 14467
00000000000000049190 DICARLI 99 KING STREET DORCHESTER MA 02122
00000000000000049568 DICKERSON 114 CAMP WINSOKI RD RENSSELAERVILLE NY 12147
00000000000000049019 DIDES 7326 RECOVERY RD NIAGARA FALLS NY 14304
00000000000000050299 DIGUISEPPE 10 HERSCHEL STREET PROVIDENCE RI 02909
00000000000000050597 DILELLO 145 MEADOW ST GARDEN CITY NY 11530
00000000000000050177 DILL 2948 WASHINGTON ROAD SAYREVILLE NJ 08859
00000000000000049026 DISERIO 7723 GALLANT CIRCLE LAS VEGAS NV 89117
00000000000000048746 DOBBINS 507 CROZER AVE NATIONAL PARK NJ 08063
00000000000000049904 DOOKIE 133-32 117TH STREET SOUTH OZONE PAR NY 11420
00000000000000048741 DORFLAUFER 59 HAVENWOOD DR LIVINGSTON NJ 07039
</TABLE>
<TABLE>
<CAPTION>
Loan Curr Principal Orig Principal Due Curr Note Maturity Rem
Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049066 41,792.35 42,038.00 0.38000 377.96 11/1/15
00000000000000049508 59,887.34 60,140.00 0.80000 540.71 12/1/15
00000000000000049777 97,157.37 97,957.00 0.73000 849.48 11/1/15
00000000000000049311 39,810.94 40,000.00 0.67000 427.4 12/1/10
00000000000000049191 60,829.77 61,000.00 0.71000 562.64 10/1/15
00000000000000049561 64,627.24 65,000.00 0.60000 563.68 12/1/15
00000000000000049784 96,880.82 97,000.00 0.59000 841.18 1/1/16
00000000000000049147 82,332.01 83,000.00 0.55000 757.49 11/1/15
00000000000000050002 30,884.28 31,000.00 0.41000 314.24 1/1/11
00000000000000050628 75,522.98 75,939.00 0.67000 747.36 12/1/10
00000000000000050224 41,284.72 41,432.00 0.77000 359.3 1/1/16
00000000000000050584 27,800.00 27,800.00 0.24000 270.35 2/1/11
00000000000000048897 24,754.55 25,000.00 0.77000 253.42 11/1/10
00000000000000048623 48,853.44 49,245.00 0.31000 484.65 11/1/10
00000000000000048874 34,747.46 35,159.00 0.80000 363.97 9/1/10
00000000000000049223 85,773.45 86,000.00 0.75000 784.87 12/1/15
00000000000000049457 69,715.84 70,000.00 0.75000 688.91 12/1/10
00000000000000049583 14,514.38 14,632.00 0.76000 150.59 10/1/10
00000000000000049826 54,941.83 55,000.00 0.61000 422.52 1/1/11
00000000000000049451 28,590.44 28,756.00 0.75000 291.5 12/1/10
00000000000000048887 34,332.19 34,789.00 0.80000 352.65 11/1/10
00000000000000048951 135,877.07 136,000.00 0.80000 1083.54 12/1/25
00000000000000049943 107,507.56 108,000.00 0.80000 936.57 11/1/15
00000000000000050630 71,286.62 71,738.00 0.62000 622.11 12/1/15
00000000000000049015 82,828.44 83,000.00 0.44000 703.98 11/1/25
00000000000000049781 19,718.52 19,793.00 0.80000 177.96 11/1/15
00000000000000049959 42,393.58 42,500.00 0.45000 430.82 1/1/11
00000000000000049197 88,671.63 90,350.00 0.65000 916.39 10/1/10
00000000000000049445 53,404.04 53,700.00 0.71000 544.35 12/1/10
00000000000000049190 56,351.21 56,853.00 0.45000 607.48 11/1/10
00000000000000049568 87,291.99 87,500.00 0.70000 861.14 1/1/11
00000000000000049019 33,618.60 33,676.00 0.73000 270.73 11/1/10
00000000000000050299 25,000.00 25,000.00 0.57000 244.58 2/1/11
00000000000000050597 296,776.00 296,776.00 0.75000 2175.57 2/1/11
00000000000000050177 99,785.81 100,000.00 0.78000 867.2 12/1/15
00000000000000049026 28,695.69 28,989.00 0.80000 260.64 11/1/15
00000000000000048746 75,807.54 76,000.00 0.80000 603.33 9/1/10
00000000000000049904 19,824.78 20,057.00 0.80000 180.33 1/1/16
00000000000000048741 188,397.64 190,000.00 0.54000 1691.2 9/1/15
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 6 OF 26
<PAGE> 52
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000048624 DOWNEY 57 FOREST MEADOW TRAIL ROCHESTER NY 14624
00000000000000049108 DRACE 37 STATE STREET NEW ROCHELLE NY 10801
00000000000000048989 DRAKE 6969 GRANGER POINT NAPLES NY 14512
00000000000000049947 DRAKE 117 GREENRIDGE DR MANLIUS NY 13104
00000000000000049766 DREVOJAN 673 ELM AVENUE SELKIRK NY 12158
00000000000000049080 DUDLEY 9601 CITYVIEW DRIVE MORRISON CO 80465
00000000000000049705 DUFEL 4256 STATE HIGHWAY #30 AMSTERDAM NY 12010
00000000000000050042 DUFFY 9 JOHN STREET BAYSHORE NY 11706
00000000000000049730 DUFUR 8180E 123RD AVE BRIGHTON CO 80601
00000000000000049119 DUGAN 2806 HURLEY POND RD WALL NJ 07719
00000000000000049993 DUGGAN 216 SHORE BLVD SLATE HILL NY 10973
00000000000000050614 DULASKY 103 PATTON AVE EAST SYRACUSE NY 13027
00000000000000050197 DUNCAN 838SW308TH STREET FEDERAL WAY WA 98023
00000000000000048968 DUSCHL 156 BEACHWOOD ROAD PARSIPPANY NJ 07054
00000000000000047303 EDWARD 18 CRESCENT ST WARREN RI 02885
00000000000000049541 EIB 265 HOMECREST AVE TRENTON NJ 08638
00000000000000048949 ELIANOR 190 66 111TH ROAD HOLLIS NY 11412
00000000000000048809 ELLINGTON 243 MAGNOLIA AVE ABSEON NJ 08201
00000000000000048985 ERB 212 DEB LANE WARMINISTER PA 18974
00000000000000049301 ERDMAN 7 HOWE COURT CORAM NY 11727
00000000000000049324 ESTRADA 306 SANTA CRUZ ST MADERA CA 93637
00000000000000050665 ESTRADA 6891 KEARNEY ST COMMERCE CITY CO 80022
00000000000000050182 ETHERTON 1234 SHILOH PIKE BRIDGETON NJ 08302
00000000000000050467 EUCKER 1041 ELBERT AVENUE LOVELAND CO 80537
00000000000000048733 EVANS 7514 WALNUT LANE PHILADELPHIA PA 19138
00000000000000048814 EVANS 329 LIVINGSTON STREET WESTFIELD NJ 07090
00000000000000050332 EVANS 16 MORGAN STREET PROVIDENCE RI 02907
00000000000000050026 EVERETT 4401 SATINWOOD DRIVE LAS VEGAS NV 89117
00000000000000050374 EXNER 728 OLD MEDFORD AVE MEDFORD NY 11763
00000000000000049275 FABINO 87 MONTVUE ST PITTSFIELD MA 01201
00000000000000049308 FALCIONI 34 BEECHWWOD DR ANSONIA CT 06401
00000000000000049987 FANNON 5377 STIRRUP STREET LAS VEGAS NV 89119
00000000000000049595 FARR 27 MAXWELL ROAD LATHAM NY 12110
00000000000000048931 FASNACHT 616N MARY STREET LANCASTER PA 17603
00000000000000049938 FASSINO 7851W 4TH AVENUE LAKEWOOD CO 80226
00000000000000049982 FATEHI 19737E PRINCETON PL AURORA CO 80013
00000000000000050511 FAULKNER 325 LENOX AVE SOUTH ORANGE NJ 07079
00000000000000048861 FAVARA 517E OLIVE STREET LONG BEACH NY 11561
00000000000000049408 FELDMAN 1341E ROCKLEDGE RD PHOENIX AZ 85048
</TABLE>
<TABLE>
<CAPTION>
Loan Curr Principal Orig Principal Due Curr Note Maturity Rem
Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000048624 56,410.20 56,706.00 0.80000 519.36 11/1/15
00000000000000049108 126,686.49 127,000.00 0.77000 1101.34 12/1/15
00000000000000048989 82,295.70 82,570.00 0.48000 716.04 11/1/15
00000000000000049947 52,636.52 52,800.00 0.80000 519.64 1/1/11
00000000000000049766 43,900.22 44,444.00 0.47000 645.38 1/1/06
00000000000000049080 42,543.87 43,198.00 0.79000 388.39 11/1/15
00000000000000049705 47,884.88 48,000.00 0.80000 472.4 1/1/11
00000000000000050042 11,958.15 12,000.00 0.18000 121.65 1/1/11
00000000000000049730 40,617.16 40,786.00 0.67000 411.32 12/1/15
00000000000000049119 43,198.42 43,499.00 0.67000 450.3 9/1/10
00000000000000049993 48,561.41 48,709.00 0.34000 374.19 1/1/11
00000000000000050614 28,159.00 28,159.00 0.40000 273.84 2/1/11
00000000000000050197 69,445.44 69,598.00 0.80000 593.03 1/1/16
00000000000000048968 55,595.65 56,415.00 0.34000 571.87 9/1/10
00000000000000047303 92,759.09 94,218.00 0.79000 1011.9 8/1/10
00000000000000049541 66,882.91 67,500.00 0.75000 698.76 10/1/10
00000000000000048949 114,218.73 114,561.00 0.70000 912.74 11/1/25
00000000000000048809 73,736.33 74,300.00 0.57000 673.29 9/1/15
00000000000000048985 79,784.74 80,000.00 0.61000 730.11 11/1/15
00000000000000049301 26,289.09 27,000.00 0.61000 555.91 12/1/00
00000000000000049324 45,296.29 45,600.00 0.80000 445.31 12/1/10
00000000000000050665 54,194.00 54,194.00 0.65000 447.42 2/1/26
00000000000000050182 74,898.78 75,200.00 0.80000 652.13 12/1/15
00000000000000050467 33,000.00 33,000.00 0.64000 344.4 2/1/11
00000000000000048733 44,465.24 45,000.00 0.75000 461.79 11/1/10
00000000000000048814 46,940.18 47,020.00 0.63000 423.1 9/1/10
00000000000000050332 21,000.00 21,000.00 0.28000 197.67 2/1/11
00000000000000050026 31,056.21 31,188.00 0.79000 316.15 1/1/11
00000000000000050374 54,523.00 54,523.00 0.36000 511.44 2/1/16
00000000000000049275 22,413.02 22,616.00 0.29000 303.91 12/1/05
00000000000000049308 59,224.20 59,615.00 0.48000 516.98 12/1/15
00000000000000049987 34,008.44 34,119.00 0.61000 345.86 1/1/11
00000000000000049595 124,721.20 124,800.00 0.80000 981.81 12/1/25
00000000000000048931 48,504.25 48,800.00 0.80000 423.19 11/1/15
00000000000000049938 26,489.88 26,576.00 0.80000 269.4 1/1/11
00000000000000049982 79,943.68 80,000.00 0.77000 614.57 1/1/11
00000000000000050511 120,301.94 121,000.00 0.70000 1011.34 12/1/15
00000000000000048861 54,895.25 55,000.00 0.69000 519.88 11/1/15
00000000000000049408 93,792.28 93,793.00 0.65000 843.28 12/1/15
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 7 OF 26
<PAGE> 53
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049550 FELTMANN 254 LABOUNNTY TRAIL PORT MURRAY NJ 07865
00000000000000048830 FERDINANDSEN 39 HUNT FARM RD WACCABUC NY 10597
00000000000000049204 FERRIS 213 PINE STREET PEEKSKILL NY 10566
00000000000000049062 FINNEGAN BALD MOUNTAIN RD OQUOSSOC ME 04964
00000000000000049557 FINNEGAN 1796 MAIN ST KEESEVILLE NY 12944
00000000000000049271 FINUCANE 49 OWENS BROOK BLVD SIMSBURY CT 06070
00000000000000049252 FIRETTO 64 BELLEVIEW AVE SOUTHINGTON CT 06489
00000000000000049877 FIRLEIN 28 LONGHILL AVE WASHINGTON NJ 07882
00000000000000048963 FITZSIMONS 222 BEARFORT ROAD WEST MILFORD NJ 07480
00000000000000050543 FLINT 551 PLEASANT VALLEY RD POTSDAM NY 13676
00000000000000048937 FLORES 12361E THUNDERHEAD RANCH RD TUCSON AZ 85747
00000000000000049712 FLORES 23 AIKEN STREET NORWALK CT 06851
00000000000000048849 FLOWERS 205 16 112TH ROAD HOLLIS NY 11412
00000000000000050062 FOLEY 27 COBBLESTONE RD EASTON MA 02356
00000000000000048912 FONSECA 2621 CHERYL WAY SACRAMENTO CA 95832
00000000000000048871 FOURNIER 26 CHESTNUT ST ATTLEBORO MA 02703
00000000000000049589 FRANCESCONI 954 SEWELL AVE CAPE MAY NJ 08204
00000000000000049461 FRANTZ 44 CAMBRIA ST LANCASTER NY 14086
00000000000000049821 FREEMAN 156E WALNUT LANE PHILADELPHIA PA 19144
00000000000000049373 FREY 7668 GREENBUSH RD AKRON NY 14001
00000000000000049634 FRIEDLAND 2542S BISMARK NORTH BELLMORE NY 11710
00000000000000050648 FRISTIC 25 MADISON ST WILKES BARRE PA 18705
00000000000000049360 FRYBERGER 103 ATLAS DR NEW CASTLE DE 19720
00000000000000049344 FULEP 221 CEDAR AVENUE ISLIP NY 11751
00000000000000048813 FULLER BOX 108 DOWNSVILLE NY 13755
00000000000000049023 FUNKENBUSCH 1327 ARALIA CT LOVELAND CO 80538
00000000000000050673 FURIA 138 ALBERT ST CRANSTON RI 02905
00000000000000050003 GAC 212 PINEGROVE AVENUE ROCHESTER NY 14617
00000000000000049774 GAGLIANO 332 FOURTH STREET SADDLE BROOK NJ 07663
00000000000000048778 GAHM 5311W 72ND DRIVE ARVADA CO 80003
00000000000000050603 GALAMBACK 4818S XENOPHON ST MORRISON CO 80465
00000000000000050260 GALLAGHER 3244E 115TH AVENUE THORNTON CO 80233
00000000000000049438 GALLANT 49 ROSELAND AVE WEST SPRINGFIEL MA 01089
00000000000000050516 GALLEGOS 129 WALTON ST ENGLEWOOD NJ 07631
00000000000000050435 GALLOP 2213 HEAVENLY VIEW DR HENDERSON NV 89014
00000000000000049184 GARCIA 699 SALEM AVE ELIZABETH NJ 07208
00000000000000050269 GARDNER 71 HIGHLAND DRIVE BARNEGAT NJ 08005
00000000000000050087 GARLOW 837 BALTHROPE RD NEWPORT NEWS VA 23608
00000000000000050049 GARNER 2816 ORCHARD AVENUE GRAND JUNCTION CO 81501
</TABLE>
<TABLE>
<CAPTION>
Curr Orig Curr
Principal Principal Due Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049550 28,093.15 28,700.00 0.74000 365.12 10/1/05
00000000000000048830 126,730.75 127,000.00 0.45000 975.63 11/1/10
00000000000000049204 49,713.66 50,000.00 0.45000 433.6 12/1/15
00000000000000049062 66,296.00 66,296.00 0.51000 532.96 11/1/10
00000000000000049557 53,467.44 53,600.00 0.80000 464.82 12/1/15
00000000000000049271 36,571.66 36,954.00 0.61000 332.25 12/1/15
00000000000000049252 76,549.91 77,000.00 0.59000 667.74 11/1/15
00000000000000049877 196,035.62 196,548.00 0.74000 1581.47 11/1/10
00000000000000048963 98,630.05 98,930.00 0.70000 785.36 9/1/10
00000000000000050543 85,000.00 85,000.00 0.77000 726.4 2/1/16
00000000000000048937 21,014.99 21,704.00 0.80000 220.01 11/1/10
00000000000000049712 118,125.80 118,544.00 0.64000 953.83 12/1/10
00000000000000048849 54,665.55 55,000.00 0.42000 476.96 11/1/15
00000000000000050062 34,161.52 34,298.00 0.73000 347.67 1/1/11
00000000000000048912 61,816.82 62,400.00 0.80000 541.13 11/1/15
00000000000000048871 40,237.59 40,559.00 0.70000 445.83 11/1/10
00000000000000049589 37,689.88 38,319.00 0.20000 388.43 10/1/10
00000000000000049461 49,151.27 49,346.00 0.70000 443.67 12/1/15
00000000000000049821 37,457.59 37,600.00 0.80000 326.07 1/1/16
00000000000000049373 43,516.17 43,819.00 0.50000 431.25 12/1/10
00000000000000049634 110,585.97 110,600.00 0.66000 947.95 12/1/15
00000000000000050648 42,700.00 42,700.00 0.70000 445.63 2/1/11
00000000000000049360 44,716.92 45,000.00 0.73000 475.35 12/1/10
00000000000000049344 25,824.40 26,000.00 0.80000 263.56 12/1/10
00000000000000048813 35,820.09 36,400.00 0.70000 460.91 11/1/05
00000000000000049023 34,609.75 35,000.00 0.75000 438.46 11/1/05
00000000000000050673 188,000.00 188,000.00 0.90000 1282.5 2/1/26
00000000000000050003 80,681.93 80,800.00 0.80000 700.69 1/1/16
00000000000000049774 33,235.06 33,471.00 0.64000 311.78 11/1/15
00000000000000048778 29,758.41 30,000.00 0.68000 304.11 11/1/10
00000000000000050603 12,317.00 12,317.00 0.80000 154.64 2/1/06
00000000000000050260 20,249.00 20,249.00 0.80000 255.31 2/1/06
00000000000000049438 67,992.68 68,000.00 0.80000 510.87 12/1/25
00000000000000050516 28,498.02 28,800.00 0.80000 364.68 12/1/05
00000000000000050435 57,500.00 57,500.00 0.48000 491.39 2/1/16
00000000000000049184 15,723.11 15,900.00 0.77000 164.6 9/1/10
00000000000000050269 55,146.20 55,241.00 0.50000 529.44 12/1/15
00000000000000050087 23,865.40 24,000.00 0.68000 313.19 1/1/06
00000000000000050049 26,415.19 26,502.00 0.80000 238.28 1/1/16
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 8 OF 26
<PAGE> 54
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050518 GASKILL 37 FOREST CT TABERNACLE NJ 08088
00000000000000048801 GATLIN 4801 PATTERSON DRIVE DIAMOND SPRINGS CA 95619
00000000000000050546 GAUDINO 223 BASSWOOD DR MIDDLETOWN CT 06457
00000000000000049188 GAUDREAU 18 LIVERMORE AVENUE STATEN ISLAND NY 10302
00000000000000049581 GEGLER RD 1 BOX 434 RTE 168 MOHAWK NY 13407
00000000000000048677 GELLING 3862 KEILY DRIVE SEAFORD NY 11783
00000000000000050517 GENOVESE 16 SHAWONDASSEE RD HIGHLAND LAKES NJ 07422
00000000000000050432 GEORGE 4673S LOGAN STREET ENGLEWOOD CO 80110
00000000000000050335 GERASIMOPOULOS 10 ROBERTSON DRIVE PEARL RIVER NY 10965
00000000000000050405 GERBASIO 25 COLUMBIA AVE KEARNEY NJ 07032
00000000000000049051 GERSTENBERG 263W BEIL AVENUE NAZARETH PA 18064
00000000000000048712 GHANSIAM 102-09 187TH STREET HOLLIS NY 11423
00000000000000049396 GIACOVELLI 19 MASSEY STREET LODI NJ 07644
00000000000000049917 GIANNOTTI 23 LOFT RD SMITHTOWN NY 11787
00000000000000049192 GIBSON 1136 DELSEA DRIVE WESTVILLE NJ 08093
00000000000000048950 GILBERT RD#1 BOX 145A UNADILLA NY 13849
00000000000000049287 GILBERT 21 JORDAN STREET BROCKTON MA 02402
00000000000000048749 GILL 155 DELAWARE AVE DUMONT NJ 07628
00000000000000048288 GLASS 2204 MONACO PKY DENVER CO 80207
00000000000000049274 GLAVIN 41 HOVEY LANE QUINCY MA 02171
00000000000000049575 GLOVER 4910 GREENLEIGH RD RICHMOND VA 23223
00000000000000049776 GOETASKI 116 EVERGREEN AVE VILLAS NJ 08251
00000000000000049521 GOHN 620- 624 S FOURTEENTH ST COLUMBIA PA 17512
00000000000000049874 GOINS 4 AGONQUIN TER ENGLISHTOWN NJ 07726
00000000000000049499 GOLDING 1615 8TH AVENUE WATERVLIET NY 12189
00000000000000050333 GOLDYS 20 WOODS GROVE RD SHELTON CT 06484
00000000000000050404 GOLL 319 O DONNELL LANE CINNAMINSON NJ 08077
00000000000000050267 GONCALVES 4 DORSET LANE HUNTINGTON STAT NY 11746
00000000000000049992 GONZALEZ 4712 LAKESTREAM AVE LAS VEGAS NV 89110
00000000000000049177 GOODALL 3525 WHITE CHAPEL RD BALTIMORE MD 21215
00000000000000050008 GOODMAN 401 JACKSONVILLE ROAD MT HOLLY NJ 08060
00000000000000050273 GORDON 104 HIGHLAND TR DENVILLE NJ 07834
00000000000000050217 GORMAN BOX 367A WARD LANE SCHOHARIE NY 12157
00000000000000050446 GORMAN 144 PAPSCOE ROAD HEWITT NJ 07421
00000000000000050038 GOULBOURNE 63W LEE STREET ROOSEVELT NY 11575
00000000000000049369 GOVENETTIO 13 FREDRO ST BUFFALO NY 14206
00000000000000048748 GRABINER 1376 HUDSON RD TEANECK NJ 07666
00000000000000050376 GRAMPS 22 LAS PLUMAS WAY OROVILLE CA 95966
00000000000000048674 GRAY 5314 CHEW STREET PHILADELPHIA PA 19138
</TABLE>
<TABLE>
<CAPTION>
Curr Orig Curr
Principal Principal Due Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050518 44,228.55 44,295.00 0.80000 398.25 12/1/15
00000000000000048801 79,687.33 80,000.00 0.75000 730.11 11/1/15
00000000000000050546 11,808.00 11,808.00 0.09000 145.71 2/1/06
00000000000000049188 54,309.51 54,700.00 0.48000 517.05 12/1/15
00000000000000049581 66,333.89 67,000.00 0.63000 581.02 12/1/15
00000000000000048677 37,640.06 38,816.00 0.71000 506.53 11/1/05
00000000000000050517 115,130.12 115,200.00 0.80000 884.98 12/1/10
00000000000000050432 75,000.00 75,000.00 0.75000 622.21 2/1/16
00000000000000050335 60,765.00 60,765.00 0.80000 542.43 2/1/16
00000000000000050405 32,423.34 32,621.00 0.64000 330.67 12/1/10
00000000000000049051 122,392.75 122,597.00 0.67000 941.8 11/1/10
00000000000000048712 54,744.49 54,991.00 0.55000 442.08 10/1/25
00000000000000049396 31,353.49 31,553.00 0.80000 291.04 10/1/15
00000000000000049917 160,924.11 161,000.00 0.69000 1236.81 1/1/11
00000000000000049192 34,591.24 35,000.00 0.55000 314.68 10/1/15
00000000000000048950 64,238.91 64,400.00 0.80000 513.09 11/1/25
00000000000000049287 67,571.07 68,000.00 0.80000 589.69 11/1/15
00000000000000048749 182,604.66 184,000.00 0.80000 1637.79 9/1/15
00000000000000048288 109,359.36 110,000.00 0.75000 1057.89 10/1/15
00000000000000049274 57,375.17 58,000.00 0.48000 570.81 12/1/10
00000000000000049575 62,844.85 63,000.00 0.68000 546.33 12/1/15
00000000000000049776 57,761.18 58,000.00 0.78000 462.1 11/1/25
00000000000000049521 49,718.29 50,040.00 0.74000 513.51 12/1/10
00000000000000049874 38,085.09 38,419.00 0.80000 389.45 11/1/10
00000000000000049499 67,784.89 68,000.00 0.80000 589.69 12/1/15
00000000000000050333 55,000.00 55,000.00 0.37000 418.63 2/1/11
00000000000000050404 91,410.45 91,600.00 0.71000 794.35 12/1/15
00000000000000050267 29,000.00 29,000.00 0.80000 302.66 2/1/11
00000000000000049992 68,683.46 68,800.00 0.80000 596.63 1/1/16
00000000000000049177 63,013.82 63,750.00 0.74000 714.61 11/1/10
00000000000000050008 82,629.79 83,498.00 0.73000 724.09 11/1/15
00000000000000050273 21,987.81 23,773.00 0.60000 240.99 11/1/10
00000000000000050217 58,500.00 58,500.00 0.66000 445.27 2/1/11
00000000000000050446 19,104.39 19,400.00 0.76000 245.65 12/1/05
00000000000000050038 81,026.05 81,100.00 0.62000 640.34 1/1/26
00000000000000049369 59,767.04 60,000.00 0.80000 520.32 12/1/15
00000000000000048748 54,807.13 55,189.00 0.66000 499.75 9/1/15
00000000000000050376 60,000.00 60,000.00 0.80000 516.53 2/1/16
00000000000000048674 39,484.51 39,750.00 0.75000 407.92 10/1/10
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 9 OF 26
<PAGE> 55
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000048711 GRAY 501 COLONIAL CRESCENT LITITZ PA 17543
00000000000000049518 GRETZ 1505 CARLISLE STREET NATRONA HEIGHTS PA 15065
00000000000000049036 GRIFFIN 3656W 108TH PLACE CHICAGO IL 60655
00000000000000049492 GRIGGS 2416 MADISON STREET CHESTER PA 19013
00000000000000048995 GRIMES 194-47 115TH DRIVE ST ALBANS NY 11412
00000000000000049325 GRISWOLD 3130 COMSTOCK DR RENO NV 89512
00000000000000049496 GROSSO 15 PROSPECT AVENUE OSSINING NY 10562
00000000000000049000 GROUND 938 WERNER RD ATTICA NY 14011
00000000000000050357 GRUBER 2903 PYRAMID AVENUE PITTSBURG PA 15227
00000000000000050720 GUERRIERO 456N MONROE STREET RIDGEWOOD NJ 07450
00000000000000049861 GUIDI 72 GOULD ST WAKEFIELD MA 01880
00000000000000050112 GULOTTA 203 PENNSYLVANIA AVE VILLAS NJ 08251
00000000000000050500 GUTIERREZ 209 ROSE DR SECURITY CO 80911
00000000000000049377 GUYETT 15 LINDA AVE DOVER NH 03820
00000000000000050291 HAAS 897 MAIN STREET YARMOUTHPORT MA 02675
00000000000000049685 HACKNEY 6315N GRATZ STREET PHILADELPHIA PA 19141
00000000000000049010 HAGENS 45 ONEIDA AVE LAKE HIAWATHA NJ 07034
00000000000000049399 HAHN 7 VACCARO RD FLANDERS NJ 07836
00000000000000049024 HALABA 3605 NEWLAND STREET WHEATRIDGE CO 80033
00000000000000049208 HALDANE 13 ARLENE AVENUE WILLMINGTON MA 01887
00000000000000047493 HALL HALLS CORNER ROAD BELFAST ME 04915
00000000000000049273 HALL 3716 LAFAYETTE ST WILMINGTON DE 19808
00000000000000049292 HALL 1 BEEKMAN RD WILMINGTON DE 19809
00000000000000049505 HAMBLIN 1402S CRESTON CIR MESA AZ 85204
00000000000000049058 HAN 3815 KINGFISHER WAY LAS VEGAS NV 89103
00000000000000049248 HANLEY 557 EMERSON DR BUFFALO NY 14226
00000000000000050020 HARDEN 737 PLANK ROAD ONTARIO NY 14519
00000000000000050444 HARM 42 EAST AVE HACKETTSTOWN NJ 07840
00000000000000049126 HARNER 20 CHANDLER DR WAYNE NJ 07470
00000000000000048770 HARPER 15 MOYES AVENUE PROVIDENCE RI 02907
00000000000000049005 HARRIS 241 INLAND AVE TRENTON NJ 08638
00000000000000049611 HARRIS 1500 ESSEX AVENUE WOODLYN PA 19094
00000000000000050243 HARRIS 19 LAMBETH ROAD BURLINGTON NJ 08016
00000000000000049072 HARTMAN 2772 OAKLAND DR EDEN NY 14057
00000000000000049656 HASBROUCK 10 AMATO LANE HIGHLAND NY 12528
00000000000000049407 HECK 301S MOUNTAIN BLVD MOUNTAIN TOP PA 18707
00000000000000049293 HEFFERNAN 26 CIRCLE HILL RD SALEM MA 01970
00000000000000049470 HEINTZELMAN 108 FISHER AVENUE LEWISBURG PA 17837
00000000000000049608 HENDRICKS 1913 KRANSTEN DR HENDERSON NV 89014
</TABLE>
<TABLE>
<CAPTION>
Curr Orig Curr
Principal Principal Due Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000048711 51,052.86 51,500.00 0.80000 463.03 10/1/15
00000000000000049518 97,481.06 97,700.00 0.78000 847.25 12/1/15
00000000000000049036 21,039.60 21,333.00 0.55000 281.8 11/1/05
00000000000000049492 15,919.13 16,000.00 0.32000 157.47 12/1/10
00000000000000048995 45,535.69 45,912.00 0.33000 398.15 11/1/15
00000000000000049325 29,159.03 29,425.00 0.79000 236.55 12/1/10
00000000000000049496 22,860.61 22,982.00 0.51000 232.97 12/1/10
00000000000000049000 29,233.79 29,500.00 0.58000 269.23 11/1/15
00000000000000050357 72,000.00 72,000.00 0.80000 704.38 2/1/11
00000000000000050720 11,500.00 11,500.00 0.56000 132.16 1/1/11
00000000000000049861 30,461.51 30,500.00 0.60000 322.18 1/1/11
00000000000000050112 45,374.50 45,600.00 0.70000 395.44 11/1/15
00000000000000050500 58,622.00 58,622.00 0.70000 629.6 2/1/11
00000000000000049377 40,199.04 40,607.00 0.55000 352.15 12/1/15
00000000000000050291 28,632.80 28,776.00 0.71000 300.32 2/1/11
00000000000000049685 27,401.58 27,718.00 0.69000 240.37 12/1/15
00000000000000049010 59,426.67 59,600.00 0.48000 483.85 9/1/10
00000000000000049399 83,105.65 83,609.00 0.74000 725.58 10/1/15
00000000000000049024 30,604.79 30,800.00 0.70000 276.92 11/1/15
00000000000000049208 81,055.94 81,502.00 0.45000 836.38 11/1/10
00000000000000047493 47,950.00 47,950.00 0.70000 388.93 8/1/10
00000000000000049273 29,648.01 29,822.00 0.34000 258.62 12/1/15
00000000000000049292 92,871.80 93,600.00 0.80000 854.23 11/1/15
00000000000000049505 16,807.60 17,000.00 0.68000 215.26 12/1/05
00000000000000049058 104,629.69 105,000.00 0.80000 836.56 11/1/25
00000000000000049248 33,796.37 34,000.00 0.54000 324.73 12/1/10
00000000000000050020 76,000.00 76,000.00 0.80000 659.07 1/1/16
00000000000000050444 104,726.32 105,000.00 0.75000 836.56 12/1/25
00000000000000049126 17,497.87 17,716.00 0.75000 183.4 9/1/10
00000000000000048770 27,339.91 27,400.00 0.59000 262.61 11/1/15
00000000000000049005 93,508.72 95,000.00 0.68000 854.13 9/1/15
00000000000000049611 74,680.49 75,000.00 0.68000 597.55 12/1/25
00000000000000050243 65,812.39 66,015.00 0.77000 572.48 12/1/15
00000000000000049072 71,760.75 72,000.00 0.80000 553.11 11/1/10
00000000000000049656 55,065.75 55,095.00 0.69000 477.78 1/1/16
00000000000000049407 14,329.18 14,409.00 0.80000 146.06 12/1/10
00000000000000049293 88,076.37 88,526.00 0.57000 767.69 12/1/15
00000000000000049470 74,490.16 75,000.00 0.75000 626.87 12/1/15
00000000000000049608 13,717.03 13,800.00 0.77000 139.89 12/1/10
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 10 OF 26
<PAGE> 56
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050090 HENNIX 4539N 17TH STREET PHILADELPHIA PA 19140
00000000000000049626 HENRY 43815N 12TH STREET PHOENIX AZ 85027
00000000000000049863 HEPNER 433 BERRYSBURG RD MILLERBURG PA 17061
00000000000000049577 HERNANDEZ 9260W JACKSON ST TOLLESON AZ 85353
00000000000000050493 HERNANDEZ 7145W MONTECITO AVE PHOENIX AZ 85033
00000000000000048737 HERSCHBERG 7024 OLD VILLAGE AVENUE LAS VEGAS NV 89129
00000000000000049356 HESSELIUS 8485S YARROW STREET LITTLETON CO 80123
00000000000000049262 HETMAN 62 OAK STREET E BRIDGWATER MA 02333
00000000000000049584 HIGGINS 2028 BURLINGTON-COLUMBUS BURLINGTON NJ 08016
00000000000000050005 HIGHTOWER 171-18 119TH ROAD JAMAICA NY 11434
00000000000000049345 HILL 8960 DOVE COVE DR LAS VEGAS NV 89129
00000000000000049655 HILL 5501 HUNTER STREET PHILADELPHIA PA 19131
00000000000000050305 HILL 180 KINGS RD COVENTRY CT 06238
00000000000000049574 HILTON 10E CROSS RD STAMFORD CT 06907
00000000000000050426 HILWIG 6653 TONAWANDA CREEK RD LOCKPORT NY 14094
00000000000000049205 HIMES 1010 CALLOWHILL STREET PHEONIXVILLE PA 19460
00000000000000049587 HINSMAN 16N SHORE RD DENVILLE NJ 07834
00000000000000048700 HOARAU 25 SHIPMAN AVENUE NORTH BABYLON NY 11703
00000000000000049679 HOF 4705E HOBART DR MESA AZ 85205
00000000000000049125 HOLBROOK 76 MORRIS AVENUE BELFORD NJ 07718
00000000000000049502 HOLLISTER 194 OAK STREET MANOR PA 15665
00000000000000049366 HOLMES 14 FERNWOOD ST PLAINFIELD CT 06374
00000000000000049643 HOLSTEYN 114 RUDOLPH WEIR JR RD EARLTON NY 12058
00000000000000049787 HOPKIN RD 2 BOX 588 RUFFSDALE PA 15679
00000000000000049358 HOPPE 1019 SURREY RD PHILADELPHIA PA 19115
00000000000000050342 HORTON 24 HUNT ROAD COLUMBIA CT 06237
00000000000000050503 HOTHAN 28558 ASPEN DRIVE CONIFER CO 80433
00000000000000049390 HOUGHTON 2931S JAY STREET DENVER CO 80227
00000000000000050635 HOUSE 25 KEMAH MECCA LAKE RD NEWTON NJ 07860
00000000000000049140 HOVANES 145 BENHAM HILL RD WEST HAVEN CT 06516
00000000000000049688 HOWES 47 LOMBARD RD HUBBARDSTON MA 01452
00000000000000050037 HUDSON 232E HUDSON STREET LONG BEACH NY 11561
00000000000000049234 HUGHES PROSPECT AVE EPSOM NH 03234
00000000000000050234 HUNDLEY 5422S DORCHESTER CHICAGO IL 60615
00000000000000048651 HUNT 27 BURNSIDE AVENUE ONEONTA NY 13820
00000000000000050149 HUSEREAU 3 GUARINO AVE WESTERLY RI 02891
00000000000000050447 HUSLINGER 49 CLARK ROAD PORT JERVIS NY 12771
00000000000000049478 IANNELLO 2108 AVENUE Y BROOKLYN NY 11235
00000000000000049598 IASBARRONE 12 STREIT AVE POUGHKEEPSIE NY 12603
</TABLE>
<TABLE>
<CAPTION>
Curr Orig Curr
Principal Principal Due Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050090 19,817.60 20,150.00 0.65000 206.78 1/1/11
00000000000000049626 34,000.00 34,000.00 0.80000 344.65 12/1/10
00000000000000049863 27,841.68 28,000.00 0.70000 362.16 1/1/06
00000000000000049577 33,653.87 34,000.00 0.52000 334.62 12/1/10
00000000000000050493 42,400.00 42,400.00 0.80000 412.33 2/1/11
00000000000000048737 67,774.08 68,000.00 0.59000 591.73 11/1/10
00000000000000049356 22,873.53 23,000.00 0.80000 233.15 12/1/10
00000000000000049262 56,834.61 57,000.00 0.48000 494.3 12/1/15
00000000000000049584 44,380.37 44,743.00 0.28000 412.7 10/1/15
00000000000000050005 82,962.82 83,178.00 0.70000 747.84 1/1/16
00000000000000049345 79,981.21 80,119.00 0.57000 679.54 12/1/25
00000000000000049655 16,537.24 16,603.00 0.49000 170.38 12/1/10
00000000000000050305 97,000.00 97,000.00 0.75000 779.79 2/1/11
00000000000000049574 109,922.56 110,000.00 0.33000 845.03 12/1/10
00000000000000050426 60,516.00 60,516.00 0.76000 517.16 2/1/16
00000000000000049205 42,934.33 43,000.00 0.37000 372.9 11/1/15
00000000000000049587 43,480.41 43,550.00 0.35000 365.88 10/1/25
00000000000000048700 19,294.38 19,313.00 0.75000 165.22 11/1/10
00000000000000049679 43,481.90 43,709.00 0.70000 392.99 12/1/15
00000000000000049125 105,842.02 106,140.00 0.79000 884.75 9/1/25
00000000000000049502 49,232.96 49,400.00 0.59000 450.84 12/1/15
00000000000000049366 59,650.71 60,000.00 0.63000 590.5 12/1/10
00000000000000049643 41,840.65 42,000.00 0.50000 413.35 12/1/10
00000000000000049787 83,282.59 83,400.00 0.71000 640.68 12/1/10
00000000000000049358 28,397.94 28,488.00 0.33000 280.37 12/1/10
00000000000000050342 97,144.00 97,144.00 0.80000 749.71 2/1/26
00000000000000050503 40,283.00 40,283.00 0.80000 357.02 2/1/16
00000000000000049390 84,614.02 85,000.00 0.62000 814.65 12/1/15
00000000000000050635 37,761.94 38,000.00 0.45000 406.03 12/1/10
00000000000000049140 35,276.50 35,446.00 0.80000 359.31 11/1/10
00000000000000049688 44,317.45 44,500.00 0.52000 385.9 12/1/15
00000000000000050037 22,873.66 23,000.00 0.78000 289.99 1/1/06
00000000000000049234 79,640.41 79,716.00 0.80000 612.39 11/1/10
00000000000000050234 110,563.08 111,000.00 0.67000 1158.42 1/1/11
00000000000000048651 44,819.96 45,028.00 0.75000 404.84 11/1/15
00000000000000050149 43,271.97 43,577.00 0.45000 375.15 1/1/16
00000000000000050447 109,560.00 109,560.00 0.64000 908.92 2/1/16
00000000000000049478 154,775.95 155,000.00 0.75000 1314.65 12/1/25
00000000000000049598 71,171.93 71,600.00 0.80000 620.91 12/1/15
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 11 OF 26
<PAGE> 57
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050522 INSERRA 8 OAK LANE KNOWLTON NJ 07832
00000000000000048857 IONESCU 17 OAKRIDGE RD SUDBURY MA 01776
00000000000000049733 IOVINO 58 URBAN AVENUE PAWTUCKET RI 02860
00000000000000049681 IPPOLITO 1341 THORNWALL LANE HAYWARD CA 94545
00000000000000050704 JACK 12 SECOND AVENUE WOODLAND ME 04694
00000000000000049549 JACKSON 38 PERDICARIS PLACE TRENTON NJ 08618
00000000000000050046 JACKSON 820 DARBY STREET COLORADO SPRING CO 80907
00000000000000049487 JACOBIE RR #1 BOX 1206 WHITEHALL NY 12887
00000000000000049003 JACOBS 20 WALDANS DRIVE BRIDGETON NJ 08302
00000000000000049353 JAJKOWSKI 321 SCHULTZ RD WEST SENECA NY 14224
00000000000000049090 JENKINS 134-44 229TH STREET LAURELTON NY 11413
00000000000000049885 JENKINS 19 KING ROAD MIDDLETOWN RI 02842
00000000000000049951 JOBECK 34 ZAMORSKI DR ELIZABETH NJ 07206
00000000000000049494 JODOIN 11 HIGHLAND TERRACE NEWBURGH NY 12550
00000000000000049002 JOHNSON RD 6 GERSHEL AVE BRIDGETON NJ 08302
00000000000000049750 JOHNSON 120 HUDSON STREET LAKEWOOD NJ 08701
00000000000000049073 JONES 4154 DEREIMER AVENUE BRONX NY 10466
00000000000000049118 JONES 616 HESTON RD GLASSBORO NJ 08028
00000000000000049683 JONES 2470 RIVIERA STREET RENO NV 89509
00000000000000050266 JONES 406 HAVERFORD PLACE SWARTHMORE PA 19081
00000000000000050292 JONES 4435 POWELL AVENUE LAS VEGAS NV 89121
00000000000000049434 JORDAN 316 DAYTON STREET RIDGEWOOD NJ 07450
00000000000000049220 JURGENS 254 BEAVER DRIVE MASTIC BEACH NY 11951
00000000000000049886 JUSTES 113 SUNFLOWER RD BUTLER PA 16001
00000000000000049104 KACHUREK 222 85TH STREET NIAGARA FALLS NY 14304
00000000000000050598 KALOS 841 SOUTH ST NE SALEM OR 97303
00000000000000050634 KANCHANAWONG 3942 SETON AVE BRONX NY 10466
00000000000000049539 KANE 370 OLD MAIN STREET ASBURY NJ 08802
00000000000000050527 KANE 116E 116TH AVENUE LONGMONT CO 80501
00000000000000049738 KAUKEANO 3504 GAUL STREET PHILADELPHIA PA 19134
00000000000000049717 KAVANAUGH 57 POLLARD AVE ROCHESTER NY 14612
00000000000000050428 KEANE 3 GRANT ST PLEASANTVILLE NY 10570
00000000000000049597 KEATING 9 PLEASANT DR SARATOGA SPRING NY 12866
00000000000000049876 KEATING 206 BROWN AVE HILLTOP NJ 08012
00000000000000049304 KEETS 88 CHERRY STREET KATONAH NY 10536
00000000000000050314 KELLY 3631 CANBY DRIVE PHILADELPHIA PA 19154
00000000000000049690 KENNERUP 180 FROST RD WEST WINDSOR NY 13865
00000000000000050523 KEOGH 2299 STOCKER LANE SCOTCH PLAINS NJ 07076
00000000000000049847 KEON 29 SAWYER AVE DRACUT MA 01826
</TABLE>
<TABLE>
<CAPTION>
Curr Orig Curr
Principal Principal Due Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050522 32,733.33 33,037.00 0.80000 297.04 12/1/15
00000000000000048857 93,956.58 95,000.00 0.43000 962.99 11/1/10
00000000000000049733 16,621.94 16,800.00 0.21000 214.64 12/1/05
00000000000000049681 129,725.05 129,998.00 0.76000 998.66 12/1/10
00000000000000050704 30,000.00 30,000.00 0.64000 291.75 2/1/11
00000000000000049549 48,436.43 49,000.00 0.58000 507.25 10/1/10
00000000000000050046 39,246.73 39,300.00 0.77000 353.34 1/1/16
00000000000000049487 41,341.96 41,400.00 0.49000 318.04 12/1/10
00000000000000049003 49,362.72 50,676.00 0.69000 637.84 9/1/05
00000000000000049353 93,437.49 93,605.00 0.80000 752.5 12/1/10
00000000000000049090 27,189.25 28,000.00 0.22000 223.09 11/1/25
00000000000000049885 74,252.33 74,361.00 0.77000 644.86 1/1/16
00000000000000049951 110,845.91 112,000.00 0.80000 860.39 11/1/10
00000000000000049494 99,595.69 100,000.00 0.53000 835.82 12/1/15
00000000000000049002 33,350.30 33,499.00 0.41000 328.85 9/1/15
00000000000000049750 76,156.39 76,385.00 0.51000 586.8 10/1/10
00000000000000049073 14,808.41 15,000.00 0.64000 192.05 11/1/05
00000000000000049118 65,207.56 65,578.00 0.80000 532.39 9/1/10
00000000000000049683 77,888.12 78,500.00 0.54000 829.22 12/1/10
00000000000000050266 33,049.00 33,049.00 0.17000 323.32 2/1/11
00000000000000050292 16,986.00 16,986.00 0.74000 211.43 2/1/06
00000000000000049434 22,595.93 22,836.00 0.80000 235.03 10/1/10
00000000000000049220 29,958.93 30,000.00 0.55000 297.51 12/1/15
00000000000000049886 17,531.66 17,686.00 0.23000 181.5 1/1/11
00000000000000049104 12,894.80 13,000.00 0.76000 131.78 11/1/10
00000000000000050598 41,687.00 41,687.00 0.75000 417.63 2/1/11
00000000000000050634 99,800.00 99,800.00 0.73000 875.59 2/1/16
00000000000000049539 134,371.91 135,200.00 0.80000 1215.57 10/1/15
00000000000000050527 60,000.00 60,000.00 0.71000 495.35 2/1/26
00000000000000049738 38,022.53 38,400.00 0.80000 305.95 12/1/25
00000000000000049717 37,955.48 38,007.00 0.75000 341.72 1/1/16
00000000000000050428 48,175.00 48,175.00 0.19000 485.48 2/1/11
00000000000000049597 33,894.02 34,007.00 0.40000 294.91 1/1/16
00000000000000049876 53,013.39 53,043.00 0.56000 422.61 11/1/25
00000000000000049304 95,921.69 96,000.00 0.23000 973.13 12/1/10
00000000000000050314 32,834.83 35,000.00 0.79000 352.71 2/1/11
00000000000000049690 47,439.60 47,750.00 0.80000 484.03 12/1/10
00000000000000050523 42,473.21 42,586.00 0.79000 431.69 12/1/10
00000000000000049847 87,984.75 88,000.00 0.79000 701.12 1/1/26
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 12 OF 26
<PAGE> 58
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050654 KERR 9101/2 SANGER ST PHILADELPHIA PA 19124
00000000000000049812 KESSLER 14 ANITA RD COLORADO SPRING CO 80906
00000000000000050387 KETTRICK 472 CLAUSE AVE RIVERHEAD NY 11901
00000000000000050715 KEYES 206 KELLER STREET BAYVILLE NJ 08721
00000000000000049479 KILGORE 4836 DODSON DRIVE ANNANDALE VA 22003
00000000000000049927 KILKER 13210 WELD COUNTY ROAD 4 BRIGHTON CO 80601
00000000000000050053 KINSMAN 17348S 67TH AVENUE TINLEY PARK IL 60477
00000000000000049971 KINTON 4145 UNION STREET CHILI NY 14514
00000000000000049384 KIRKMAN 913S CARNEGIE DR TUCSON AZ 85710
00000000000000049014 KONECNY 3115 WATSON BLVD ENDWELL NY 13760
00000000000000050532 KORDELSKI 170 VERNON STREET TEWKSBURY MA 01876
00000000000000049021 KORN 2688 CHILI AVE ROCHESTER NY 14624
00000000000000049844 KOSCHING 1904 NEWPORT RD WILMININGTON DE 19808
00000000000000049006 KOSOVAN 128 LAKEVIEW AVE PISCATAWAY NJ 08854
00000000000000049801 KOZMINSKI 3804 CHURCH RD MOUNTAINTOP PA 18707
00000000000000048845 KRAUSE 5331W LOUISIANA AVE LAKEWOOD CO 80232
00000000000000049605 KRIEG 42 MORRIS RD NEW CASTLE DE 19720
00000000000000048780 KROLL 162 GARDENVALE DRIVE CHEEKTOWAGA NY 14225
00000000000000048522 KRUSCHKA 416 HAWTHORNE STREET NEPTUNE NJ 07753
00000000000000049458 KULBE 2730S JAY STREET DENVER CO 80227
00000000000000049869 KUNTZ 7960W LONE MOUNTAIN RD LAS VEGAS NV 89129
00000000000000049346 KUPFERMAN 2586 DUDLEY DRIVE RESCUE CA 95672
00000000000000048825 KUREK 143 MANG AVENUE KENMORE NY 14217
00000000000000049586 KURZYNSKI 61 OCEAN BLVD TUCKERTON NJ 08087
00000000000000049739 KUSHERICK 2949 COLUMBIA AVE BENSALEM PA 19020
00000000000000049415 LABION 48 SISSON STREET PROVIDENCE RI 02909
00000000000000049862 LABOY 176 12TH STREET BROOKLYN NY 11215
00000000000000048876 LACOUR 64 COLBY PLACE PHILLIPSBURG NJ 08865
00000000000000049009 LACOVARA 4 DEWBERRY CT MEDFORD CT 08055
00000000000000050203 LAGANA 270 OAKLAND AVE DEER PARK NY 11729
00000000000000050463 LALIC 4932NE9TH AVENUE PORTLAND OR 97211
00000000000000049909 LALLY 7 FAIRVIEW DRIVE SOMERS NY 10589
00000000000000049551 LAND 206 LONGFELLOW AVE TOMS RIVER NJ 08753
00000000000000049794 LANDANNO 305 PETERSHAM RD PHILLIPSTON MA 01331
00000000000000048787 LANG 249 SPRING STREET ATHOL MA 01331
00000000000000050423 LANGEVIN 5 EMERALD AVE WEBSTER MA 01570
00000000000000049097 LANSING 2177 BAILEY RD ONTARIO NY 14519
00000000000000049948 LARDIERI 130 WALNUT STREET NUTLEY NJ 07110
00000000000000048986 LARKIN 27 BANCROFT ROAD HOLDEN MA 01520
</TABLE>
<TABLE>
<CAPTION>
Curr Orig Curr
Principal Principal Due Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050654 23,499.00 23,499.00 0.60000 208.27 2/1/16
00000000000000049812 28,801.20 29,000.00 0.65000 288.14 1/1/11
00000000000000050387 76,310.00 76,310.00 0.79000 652.13 2/1/16
00000000000000050715 11,657.43 11,808.00 0.39000 249.15 12/1/00
00000000000000049479 104,396.03 105,430.00 0.54000 1416.73 12/1/05
00000000000000049927 14,208.00 14,208.00 0.60000 144.03 1/1/11
00000000000000050053 72,738.30 73,153.00 0.67000 681.41 1/1/16
00000000000000049971 87,836.23 88,100.00 0.70000 893.05 1/1/11
00000000000000049384 60,673.41 60,750.00 0.75000 497.58 12/1/10
00000000000000049014 55,383.01 56,000.00 0.80000 485.63 11/1/15
00000000000000050532 40,844.00 40,844.00 0.38000 322.49 2/1/11
00000000000000049021 49,554.25 50,000.00 0.72000 492.08 11/1/10
00000000000000049844 71,527.32 72,000.00 0.78000 624.38 1/1/16
00000000000000049006 54,511.31 55,000.00 0.47000 510.88 9/1/15
00000000000000049801 59,576.13 59,657.00 0.63000 536.37 1/1/16
00000000000000048845 17,722.82 18,010.00 0.79000 228.05 11/1/05
00000000000000049605 50,996.43 51,222.00 0.61000 467.47 12/1/15
00000000000000048780 18,245.99 18,333.00 0.69000 181.81 11/1/15
00000000000000048522 86,448.20 86,823.00 0.75000 780.62 8/1/15
00000000000000049458 29,501.43 29,577.00 0.80000 299.82 12/1/10
00000000000000049869 41,015.45 41,132.00 0.80000 369.82 12/1/15
00000000000000049346 28,202.72 28,219.00 0.80000 226.86 12/1/10
00000000000000048825 12,779.01 12,896.00 0.80000 130.73 11/1/10
00000000000000049586 25,899.82 26,000.00 0.28000 216.54 10/1/25
00000000000000049739 56,929.45 57,156.00 0.80000 513.88 12/1/15
00000000000000049415 51,787.00 52,000.00 0.66000 450.94 12/1/15
00000000000000049862 121,741.15 122,000.00 0.72000 972 1/1/26
00000000000000048876 14,745.87 14,900.00 0.75000 154.25 9/1/10
00000000000000049009 30,661.60 31,103.00 0.80000 321.98 9/1/10
00000000000000050203 96,000.00 96,000.00 0.80000 826.44 2/1/16
00000000000000050463 44,000.00 44,000.00 0.55000 430.46 2/1/11
00000000000000049909 22,886.80 23,000.00 0.67000 233.15 1/1/11
00000000000000049551 58,223.29 58,403.00 0.49000 533.01 10/1/15
00000000000000049794 15,856.22 16,000.00 0.18000 138.76 1/1/16
00000000000000048787 54,669.48 55,200.00 0.80000 478.69 11/1/15
00000000000000050423 72,800.00 72,800.00 0.70000 649.86 2/1/16
00000000000000049097 24,864.26 25,010.00 0.36000 216.89 11/1/15
00000000000000049948 37,300.67 37,494.00 0.80000 337.11 11/1/15
00000000000000048986 32,685.10 33,064.00 0.28000 301.76 11/1/15
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 13 OF 26
<PAGE> 59
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050045 LARSON 6 WALTER ROAD COCHRANVILLE PA 19330
00000000000000048669 LASHER 12 SENECA AVENUE WHITE PLAINS NY 10603
00000000000000048940 LATUCKY BACK LAKE ROAD PITTSBURG NH 03592
00000000000000050485 LAVISSIERE RR1 BOX 8 RT 385 COXSACKIE NY 12051
00000000000000050261 LAWRENCE 7334 CHEESE FACTORY RD DEERFIELD NY 13304
00000000000000049596 LAZZARO 411 GILBERT ST UTICA NY 13501
00000000000000049652 LE PAGE 254 HEMSTREET RD SCHAGHTICOKE NY 12154
00000000000000050077 LEDOM 2505 CHIMAYO DRIVE SECURITY CO 80911
00000000000000050343 LEE 2635 HELTON COURT COLORADO SPRING CO 80916
00000000000000048743 LEEDS 111 FRANKLIN RD GLASSBORO NJ 08028
00000000000000049029 LEIFELD 250 IRIS STREET REDWOOD CITY CA 94062
00000000000000049503 LEMOS 16 MARIGOLD CT CRANSTON RI 02920
00000000000000049707 LENFEST OAK HILL ROAD SWANVILLE ME 04915
00000000000000049417 LEPAGE 3 GLEN STREET GORHAM NH 03581
00000000000000050562 LETO 8 ORIENT AVE BROOKLYN NY 11211
00000000000000049435 LEWIS 226 ORANGE AVE IRVINGTON NJ 07111
00000000000000049954 LEWIS 9595 FLOWER ST WESTMINISTER CO 80021
00000000000000050061 LEWIS 37 CEDAR STREET FALMOUTH MA 02536
00000000000000050483 LEWIS 52 WILSON LANE BETHPAGE NY 11714
00000000000000049056 LIDGE 7208 WAYFARER DR LAS VEGAS NV 89115
00000000000000048747 LIEGGI 24N NORMAN AVE PENNS GROVE NJ 08069
00000000000000050643 LIEUWMA 65 BARTLETT DR MADISON CT 06443
00000000000000048917 LIGUORI 5 CENTER STREET MARLBORO NY 12542
00000000000000049193 LIN 4 PARTRIDGE RUN HOLMDEL NJ 07733
00000000000000049001 LING 38 SISSON RD POTSDAM NY 13676
00000000000000049447 LINUS 4625 BENNER STREET PHILADELPHIA PA 19135
00000000000000048764 LITTLE 515 CHURCH STREET WESTBURY NY 11590
00000000000000049625 LIZOTTE 12 TRANTOR PLACE STATEN ISLAND NY 10302
00000000000000048957 LOESCH 97 MICHIGAN AVENUE MASSAPEQUA NY 11758
00000000000000050288 LOIZEAUX 24 THORNE PL RYE NY 10580
00000000000000050209 LOMAX 3009 VAN DER MEER ST NORTH LAS VEGAS NV 89030
00000000000000050531 LOMBARDO 35 DEER PARK CIR WATERBURY CT 06708
00000000000000049667 LOPEZ 411 BEACH AVE BRONX NY 10473
00000000000000048796 LORENZ 1058E 1ST STREET LOVELAND CO 80537
00000000000000049530 LUCIO 148 PARK AVE BRIDGEWATER MA 02324
00000000000000048999 LUCKER 76N MAIN STREET BAINBRIDGE NY 13733
00000000000000049893 LUCKEY 4422S EVERETT ST LITTLETON CO 80123
00000000000000049432 LUMLEY 19 BIRCH DRIVE HIGHLAND LAKES NJ 07422
00000000000000049600 LYN 130-36 148TH STREET SOUTH OZONE PAR NY 11436
</TABLE>
<TABLE>
<CAPTION>
Curr Orig Curr
Principal Principal Due Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050045 23,456.93 23,539.00 0.80000 238.61 1/1/11
00000000000000048669 98,980.69 100,000.00 0.48000 1026.2 11/1/10
00000000000000048940 14,639.15 14,728.00 0.16000 141.16 11/1/15
00000000000000050485 63,200.00 63,200.00 0.79000 540.1 2/1/16
00000000000000050261 33,360.00 33,360.00 0.43000 287.19 2/1/16
00000000000000049596 11,524.00 11,600.00 0.29000 89.12 12/1/10
00000000000000049652 10,258.44 10,400.00 0.80000 215.84 12/1/00
00000000000000050077 63,912.29 64,174.00 0.75000 612.91 1/1/11
00000000000000050343 33,000.00 33,000.00 0.67000 294.58 2/1/16
00000000000000048743 88,330.36 89,000.00 0.57000 867.74 9/1/15
00000000000000049029 19,834.70 20,000.00 0.33000 219.85 11/1/10
00000000000000049503 111,709.07 112,050.00 0.83000 954.04 12/1/15
00000000000000049707 18,610.97 18,713.00 0.54000 185.93 12/1/10
00000000000000049417 37,687.74 37,745.00 0.75000 309.16 12/1/10
00000000000000050562 142,500.00 142,500.00 0.75000 1182.2 2/1/16
00000000000000049435 12,271.93 12,686.00 0.80000 162.43 10/1/05
00000000000000049954 15,240.03 15,300.00 0.75000 161.62 1/1/11
00000000000000050061 85,576.63 85,900.00 0.75000 669.04 1/1/26
00000000000000050483 61,897.00 61,897.00 0.76000 548.58 2/1/16
00000000000000049056 24,419.83 24,957.00 0.57000 252.99 11/1/10
00000000000000048747 12,846.11 13,000.00 0.43000 142.1 9/1/10
00000000000000050643 28,000.00 28,000.00 0.77000 280.51 2/1/11
00000000000000048917 43,111.25 43,282.00 0.70000 409.12 11/1/15
00000000000000049193 103,390.89 104,000.00 0.79000 959.26 9/1/15
00000000000000049001 29,500.45 29,625.00 0.75000 242.65 11/1/25
00000000000000049447 39,209.73 39,381.00 0.68000 341.51 12/1/15
00000000000000048764 43,377.77 44,073.00 0.80000 446.76 11/1/10
00000000000000049625 143,774.07 144,000.00 0.80000 1147.28 12/1/25
00000000000000048957 51,770.65 51,900.00 0.35000 413.5 11/1/25
00000000000000050288 178,000.00 178,000.00 0.48000 1804.34 2/1/11
00000000000000050209 59,459.23 59,700.00 0.80000 523.4 1/1/16
00000000000000050531 105,000.00 105,000.00 0.69000 871.09 2/1/16
00000000000000049667 59,898.80 60,627.00 0.43000 596.67 1/1/11
00000000000000048796 28,465.88 28,844.00 0.75000 292.39 11/1/10
00000000000000049530 99,594.21 100,000.00 0.80000 867.2 12/1/15
00000000000000048999 11,935.32 12,000.00 0.29000 128.22 12/1/10
00000000000000049893 88,840.34 90,000.00 0.67000 950.7 1/1/11
00000000000000049432 22,933.27 23,136.00 0.77000 238.12 10/1/10
00000000000000049600 84,699.83 85,000.00 0.62000 677.22 12/1/25
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 14 OF 26
<PAGE> 60
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049403 MA 288 MERRISON STREET TEANECK NJ 07666
00000000000000050035 MACDONALD 20 BEACHWOOD AVE BURLINGTON NJ 08016
00000000000000048955 MACIOCE 401 SPRINGWOOD DRIVE VERONA PA 15147
00000000000000049433 MACKAUER 213 SUNSET LANE HOWELL NJ 07731
00000000000000049294 MACNEIL 103 DIVISION ST ROCKLAND MA 02370
00000000000000049267 MADDOX 3704 FERAPORT DR RICHMOND VA 23234
00000000000000050132 MAGANA 1459 RAMONA AVENUE SALINAS CA 93960
00000000000000049052 MAHONEY 18 SUNSET RD FRANKLIN MA 02038
00000000000000049809 MAIR 125-14 GRAYSON ST SPRINGFIELD GAR NY 11413
00000000000000050416 MAIRE 5755 RUDY DRIVE SAN JOSE CA 95124
00000000000000048742 MAJOR 229 CARENTAN RD HOPATCONG NJ 07843
00000000000000050545 MANCHESTER 215 KING ROAD TIVERTON RI 02878
00000000000000049185 MANCINI 34 ST CROIX ST TOMS RIVER NJ 08757
00000000000000049654 MANGUILLI 425 MAIN STREET WALLINGFORD CT 06492
00000000000000049919 MANNING RT1 BOX 421 SHANAHAN RD TICONDEROGA NY 12883
00000000000000050220 MANOCCHIO 77 FARM STREET PROVIDENCE RI 02908
00000000000000050228 MARINO 2494 HARTFORD AVENUE JOHNSTON RI 02919
00000000000000050021 MARKOWITZ 6 FRIENDS LANE WESTBURY NY 11590
00000000000000050222 MARLATT 352 FIRST STREET SLATINGTON PA 18080
00000000000000049158 MARTIN 255 TURKEY HILLS RD EAST GRANBY CT 06026
00000000000000050293 MARTIN 208 WELCH COURT LYONS CO 80540
00000000000000050606 MARTIN 4991 XANADU ST DENVER CO 80239
00000000000000049565 MARTINEZ 7880 MONA COURT DENVER CO 80221
00000000000000049957 MARTINEZ 128-11 20TH AVENUE QUEENS NY 11316
00000000000000050067 MARTINGANO 242 FINLAY STREET STATEN ISLAND NY 10307
00000000000000049726 MARTINS 278 MASSACHUSETTS AVE PROVIDENCE RI 02905
00000000000000050189 MARTYN 6020 HUXLEY AVE RIVERDALE NY 10471
00000000000000049306 MASON 341E 1ST AVENUE AJO AZ 85321
00000000000000049372 MASTERSON 9495 TWIN LAKES AVE ORANGEVALE CA 95662
00000000000000049484 MATHIEU 2601 LEE STREET HOLLYWOOD FL 33020
00000000000000049149 MATTINA 21S MERRICK RD MASSAPEQUA NY 11758
00000000000000049186 MAXFIELD 1311 EUCLID AVENUE SYRACUSE NY 13224
00000000000000049115 MAXSOM 23 BAIER AVENUE SOMERSET NJ 08873
00000000000000049689 MAXWELL 652W AMOROSO DRIVE GILBERT AZ 85233
00000000000000050385 MAYNES 967 GROVE STREET DENVER CO 80204
00000000000000049972 MAZUR 6600 REBER RD ROME NY 13440
00000000000000050024 MC 3398 HEIDENREICH RD ARCADIA NY 14489
00000000000000049054 MCAULAY-HOLT 10419 BOOM RUN NEWCASTLE CA 95658
00000000000000050338 MCAVINUE 517 BLYTHE AVENUE DREXEL HILL PA 19026
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Curr Note Maturity Rem
Loan Number Balance Balance LTV Due Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049403 142,974.33 144,000.00 0.80000 1294.68 10/1/15
00000000000000050035 54,508.16 55,000.00 0.58000 501.95 11/1/15
00000000000000048955 46,555.66 50,381.00 0.69000 459.8 11/1/15
00000000000000049433 73,219.96 73,500.00 0.70000 677.94 10/1/15
00000000000000049294 59,407.98 59,667.00 0.43000 517.43 12/1/15
00000000000000049267 34,847.87 35,000.00 0.46000 303.52 12/1/15
00000000000000050132 12,519.30 12,560.00 0.80000 127.32 1/1/11
00000000000000049052 51,840.24 52,471.00 0.37000 455.03 11/1/15
00000000000000049809 54,884.80 55,000.00 0.46000 494.5 1/1/16
00000000000000050416 35,000.00 35,000.00 0.74000 352.71 2/1/11
00000000000000048742 11,237.93 11,542.00 0.75000 152.47 9/1/05
00000000000000050545 25,726.00 25,726.00 0.25000 520.28 2/1/01
00000000000000049185 38,097.88 38,255.00 0.51000 334.42 9/1/15
00000000000000049654 29,180.06 29,296.00 0.80000 263.4 12/1/15
00000000000000049919 23,404.00 23,500.00 0.38000 214.47 1/1/16
00000000000000050220 21,300.00 21,300.00 0.52000 211.63 1/1/11
00000000000000050228 32,836.46 33,000.00 0.38000 322.84 1/1/11
00000000000000050021 54,893.14 55,000.00 0.35000 473.49 1/1/16
00000000000000050222 58,591.36 58,710.00 0.72000 505.42 1/1/16
00000000000000049158 45,720.45 46,155.00 0.80000 371.05 11/1/10
00000000000000050293 17,643.00 17,643.00 0.80000 222.45 2/1/06
00000000000000050606 75,000.00 75,000.00 0.75000 778.2 2/1/11
00000000000000049565 38,750.83 38,847.00 0.80000 349.27 12/1/15
00000000000000049957 55,299.87 55,500.00 0.37000 524.61 1/1/16
00000000000000050067 41,554.00 41,554.00 0.80000 418.76 1/1/11
00000000000000049726 67,500.00 67,500.00 0.90000 646.93 12/1/15
00000000000000050189 75,000.00 75,000.00 0.34000 592.17 2/1/26
00000000000000049306 33,460.10 33,598.00 0.80000 291.36 12/1/15
00000000000000049372 52,771.59 53,388.00 0.61000 696.69 12/1/05
00000000000000049484 44,140.35 45,500.00 0.57000 463.94 9/1/10
00000000000000049149 54,321.81 54,654.00 0.43000 491.39 12/1/15
00000000000000049186 48,653.78 48,800.00 0.59000 423.19 12/1/15
00000000000000049115 17,944.53 18,455.00 0.31000 237.3 9/1/05
00000000000000049689 16,906.95 17,000.00 0.60000 179.58 12/1/10
00000000000000050385 33,109.00 33,109.00 0.47000 333.66 2/1/11
00000000000000049972 51,468.00 51,468.00 0.75000 486.5 1/1/16
00000000000000050024 72,423.38 72,781.00 0.65000 682.7 1/1/16
00000000000000049054 92,376.87 92,986.00 0.56000 806.37 11/1/15
00000000000000050338 80,000.00 80,000.00 0.75000 608.91 2/1/11
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 15 OF 26
<PAGE> 61
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050213 MCCANN 108 LONG ISLAND AVE YAPHANK NY 11980
00000000000000050307 MCCARTER 185 LIPPETT STREET PROVIDENCE RI 02906
00000000000000050565 MCCAULEY 44124E LARCH MOUNTAIN RD CORBETT OR 97019
00000000000000049365 MCCLAIN 108-05 160TH STREET JAMAICA NY 11433
00000000000000050399 MCCRAE 120 WOODLAND AVE TRENTON NJ 08638
00000000000000049103 MCCULLOUGH 327 ELMWOOD AVE NORTH TONAWANDA NY 14120
00000000000000048941 MCFERRAN 8870 APRIL DRIVE COLORADO SPRING CO 80920
00000000000000049030 MCGINNIS 1216 RAINIER DRIVE COLORADO SPRING CO 80910
00000000000000049452 MCGUIGAN RESERVOIR COURT CARMEL NY 10512
00000000000000049702 MCHUGH 187 PORTER LAKE DR SPRINGFIELD MA 01106
00000000000000050591 MCKENZIE 51N MALCOLM ST OSSING NY 10562
00000000000000050081 MCLEOD 3355 LOCUST STREET DENVER CO 80207
00000000000000050424 MCMAHON 47 ARLINGTON ST EVERETT MA 02149
00000000000000048959 MCMURRAY 34 HAMPTON AVE PEQUANNOCK NJ 07440
00000000000000049490 MCNALLY 9012 ASHTON RD PHILADELPHIA PA 19136
00000000000000049213 MCNEIL RR1 BOX 215 EARLTON NY 12058
00000000000000049385 MCNELLIS 7651E HAZELWOOD ST SCOTTSDALE AZ 85251
00000000000000049981 MCSHERRY 325 MARTIN DRIVE BOULDER CO 80303
00000000000000049398 MEDINA 78 HILLSIDE RD SPARTA NJ 07871
00000000000000050480 MEISER 4115NE 14TH AVENUE PORTLAND OR 97211
00000000000000049079 MELISE 26B WATER VIEW DR SMITHFIELD RI 02828
00000000000000050241 MELROSE 63 DAKOTA TRAIL BROWNS MILLS NJ 08015
00000000000000049203 METAXOPOULOS 155 METHUEN STREET LOWELL MA 01850
00000000000000050015 MICHON 293 CROOKS AVE PATERSON NJ 07503
00000000000000050163 MILLAN 146 WINCHESTER ST DALY CITY CA 94014
00000000000000047638 MILLER 1521E TULPEHOCKEN ST PHILADELPHIA PA 19138
00000000000000049168 MILLER 95 ENTRY BROOK DRIVE SPRINGFIELD MA 01108
00000000000000049926 MILLER 118 MAPLE HILL RD WILMINGTON DE 19804
00000000000000050633 MILLING 614 MAPLE STREET LAKEHURST NJ 08733
00000000000000049769 MILORIN 8 TEMPLE STREET MEDFORD MA 02155
00000000000000049370 MINIERI 4 HIGHLAND CRESCENT DRYDEN NY 13053
00000000000000050159 MIRONOVITCH 546 MCKINLEY STREET PHILADELPHIA PA 19111
00000000000000049297 MITCHELL 2615 BORDER CT CHESAPEAKE VA 23324
00000000000000049613 MITCHELL 2418 CAVENDISH DR ALEXANDRIA VA 22308
00000000000000050140 MITCHELL 2759 RT 21 NORTH WAYLAND NY 14572
00000000000000050212 MITCHELL 117-26 202ND STREET ST ALBANS NY 11412
00000000000000050294 MIUCCIO 35 ROCKWELL AVENUE STATEN ISLAND NY 10305
00000000000000048886 MONGIELLO 119 HOLLYWOOD DR OAKDALE NY 11769
00000000000000050160 MONROE 1953 SUSAN STREET LAS VEGAS NV 89106
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Curr Note Maturity Rem
Loan Number Balance Balance LTV Due Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050213 89,920.00 89,920.00 0.73000 837.59 2/1/16
00000000000000050307 66,600.00 66,600.00 0.74000 549.84 2/1/26
00000000000000050565 60,539.00 60,539.00 0.80000 552.11 2/1/16
00000000000000049365 69,870.63 70,000.00 0.70000 629.36 12/1/15
00000000000000050399 73,555.66 74,250.00 0.75000 730.74 11/1/10
00000000000000049103 24,450.48 24,650.00 0.64000 249.88 11/1/10
00000000000000048941 24,614.22 25,000.00 0.58000 316.56 11/1/05
00000000000000049030 20,835.77 21,000.00 0.76000 212.88 11/1/10
00000000000000049452 31,925.84 32,000.00 0.39000 405.19 12/1/05
00000000000000049702 34,732.80 34,814.00 0.46000 267.45 12/1/10
00000000000000050591 137,455.00 137,455.00 0.70000 1085.29 2/1/11
00000000000000050081 51,183.73 51,200.00 0.80000 444.01 1/1/16
00000000000000050424 58,393.93 58,900.00 0.50000 552.5 2/1/16
00000000000000048959 107,470.57 108,000.00 0.80000 978.67 9/1/15
00000000000000049490 17,909.90 18,000.00 0.23000 164.28 12/1/15
00000000000000049213 64,732.72 65,000.00 0.44000 563.68 12/1/15
00000000000000049385 24,672.95 25,000.00 0.22000 216.8 12/1/15
00000000000000049981 55,141.56 55,212.00 0.66000 443.86 1/1/11
00000000000000049398 13,114.55 13,592.00 0.80000 124.49 10/1/15
00000000000000050480 72,000.00 72,000.00 0.80000 615.3 2/1/16
00000000000000049079 89,679.75 90,000.00 0.64000 763.35 11/1/25
00000000000000050241 53,604.43 54,000.00 0.77000 570.42 12/1/10
00000000000000049203 22,151.02 22,499.00 0.55000 284.89 11/1/05
00000000000000050015 107,666.00 107,840.00 0.67000 914.66 11/1/25
00000000000000050163 103,319.35 103,557.00 0.65000 964.62 1/1/16
00000000000000047638 44,223.71 44,500.00 0.72000 400.1 8/1/15
00000000000000049168 38,692.76 39,100.00 0.75000 413.03 11/1/10
00000000000000049926 79,390.77 80,000.00 0.80000 693.76 1/1/16
00000000000000050633 50,843.52 51,000.00 0.75000 442.27 12/1/15
00000000000000049769 43,317.63 43,554.00 0.36000 446.96 12/1/10
00000000000000049370 47,462.07 47,773.00 0.80000 484.27 12/1/10
00000000000000050159 24,665.78 24,792.00 0.41000 237.61 1/1/16
00000000000000049297 30,887.15 31,000.00 0.55000 268.83 12/1/15
00000000000000049613 32,748.28 32,750.00 0.16000 298.89 12/1/15
00000000000000050140 26,700.00 26,700.00 0.70000 240.06 2/1/16
00000000000000050212 72,711.00 72,711.00 0.68000 682.05 2/1/16
00000000000000050294 73,473.00 73,473.00 0.64000 632.51 2/1/16
00000000000000048886 27,825.26 27,900.00 0.21000 231.56 11/1/10
00000000000000050160 53,196.79 53,500.00 0.63000 453.38 1/1/11
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 16 OF 26
<PAGE> 62
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050298 MONTOYA 622N CORONA STREET COLORADO SPRING CO 80903
00000000000000048701 MOONEY 2408N OLD POND LANE ROUND LAKE BEAC IL 60073
00000000000000050380 MOORE 19 MATTHEWS AVE WEST BABYLON NY 11704
00000000000000050151 MORENO 2009E HANCOCK VISTA TUSCON AZ 85713
00000000000000049835 MORGAN 1912 CARPENTER ST PHILADELPHIA PA 19146
00000000000000049807 MORGENSTERN 1905 STRAWBRIDGE DR LIBRARY PA 15129
00000000000000048877 MOROZ 63 WATER STREET BARNEGAT NJ 08005
00000000000000049357 MORSE 86 DOCK STREET SAUGERTIES NY 12477
00000000000000048919 MOSCATO 30 KEJARO COURT CENTEREACH NY 11720
00000000000000049915 MOSHER 2860 EPOLITO ROAD FREDONIA NY 14063
00000000000000050237 MOTTA 3 DORADO COURT LAUREL SPRINGS NJ 08021
00000000000000050301 MUNROE 30 ANCHORAGE RD WARWICK RI 02889
00000000000000049924 MURDOCH 12 SHERIDAN STREET FULTON NY 13069
00000000000000048996 MURILLO 1407W CORTLAND AVE FRESNO CA 93705
00000000000000048906 MURNAGHAN 12 ST CHARLES AVENUE PLYMOUTH MA 02381
00000000000000049612 MURPHY 50 WINDSOR RD PAWTUCKET RI 02861
00000000000000050616 MURTHA 69 COWLES AVE YONKERS NY 10704
00000000000000050601 MYERS 515E 11TH STREET NORTHHAMPTON PA 18067
00000000000000050719 NACK 8501 WELLINGTON AVE MARGATER NJ 08402
00000000000000049791 NARDI 23 HARDING WAY MONROE NY 10950
00000000000000050464 NEAGLEY 7618 WOODSIDE AVE HARRISBURG PA 17112
00000000000000050043 NEGRON 22 JACKSON STREET BRENTWOOD NY 11717
00000000000000050641 NELSON 7654S DATURA CIRCLE LITTLETON CO 80120
00000000000000048907 NEUNDER 31 MARICREST DR AMHGERST NY 14228
00000000000000049151 NEVINS 1410 SANTA FE MOUNTN RD EVERGREEN CO 80439
00000000000000050685 NICHOLAUS 98 ARNOLD ST PROVIDENCE RI 02906
00000000000000049872 NICHOLS BOX 84 MILL ST HENDERSON NY 13650
00000000000000048829 NIGAI 21 TWIN BRIDGE RD LIBERTY NY 12754
00000000000000050509 NIMETZ 220 HUNTER ST WOODBURY NJ 08096
00000000000000050351 NOON 51 PARK AVENUE WARWICK RI 02889
00000000000000049536 NUNEZ 724 DELMAR WAY RENO NV 89509
00000000000000049964 O'ROURKE 538 HIGH STREET MONROE NY 10950
00000000000000049780 OBRIEN 2896 GARWOOD ROAD ERIAL NJ 08081
00000000000000050692 OLEA 1221W NELSON RD AJO AZ 85321
00000000000000050639 OLENWINE 221N LAW STREET ALLENTOWN PA 18102
00000000000000048716 OLIVA 365 MONTREAL AVENUE STATEN ISLAND NY 10306
00000000000000049879 OLLIVER 3 STRAWBERRY CT WHITEHOUSE STAT NJ 08889
00000000000000050167 OLMSTEAD 4875W LAKE ROAD CAZENOVIA NY 13035
00000000000000050409 ONEAL 14520 SOAPWEED RD CALHAN CO 80808
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Curr Note Maturity Rem
Loan Number Balance Balance LTV Due Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050298 45,789.27 45,942.00 0.61000 381.14 2/1/16
00000000000000048701 29,855.64 30,000.00 0.80000 322.2 10/1/10
00000000000000050380 75,002.00 75,002.00 0.60000 586.83 2/1/26
00000000000000050151 28,619.59 28,708.00 0.68000 258.11 1/1/16
00000000000000049835 44,782.17 44,900.00 0.77000 389.37 1/1/16
00000000000000049807 99,952.86 100,000.00 0.80000 768.21 1/1/11
00000000000000048877 16,301.07 16,497.00 0.80000 170.78 9/1/10
00000000000000049357 25,688.55 26,000.00 0.38000 332.18 12/1/05
00000000000000048919 102,881.80 103,000.00 0.69000 820.63 11/1/25
00000000000000049915 27,878.08 28,000.00 0.56000 362.16 1/1/06
00000000000000050237 33,103.58 33,237.00 0.80000 298.83 12/1/15
00000000000000050301 52,900.00 52,900.00 0.59000 455.41 2/1/16
00000000000000049924 32,942.37 33,500.00 0.45000 415.18 1/1/06
00000000000000048996 41,756.28 42,000.00 0.70000 377.62 11/1/15
00000000000000048906 83,569.29 84,000.00 0.80000 728.44 11/1/15
00000000000000049612 66,719.01 66,900.00 0.76000 580.16 12/1/15
00000000000000050616 105,748.00 105,748.00 0.70000 888.42 2/1/11
00000000000000050601 17,500.00 17,500.00 0.76000 175.32 2/1/11
00000000000000050719 186,320.31 186,600.00 0.50000 1677.69 1/1/16
00000000000000049791 53,255.42 53,300.00 0.36000 463.82 1/1/10
00000000000000050464 59,139.00 59,139.00 0.64000 509.12 2/1/16
00000000000000050043 74,655.88 74,706.00 0.75000 589.85 1/1/26
00000000000000050641 18,943.00 18,943.00 0.76000 189.78 2/1/11
00000000000000048907 103,016.80 103,548.00 0.71000 897.96 11/1/15
00000000000000049151 61,512.03 61,556.00 0.80000 585.75 11/1/10
00000000000000050685 109,300.00 109,300.00 0.87000 764.25 2/1/26
00000000000000049872 17,025.14 17,166.00 0.50000 176.16 1/1/11
00000000000000048829 43,212.52 43,988.00 0.73000 432.91 11/1/10
00000000000000050509 12,593.54 12,616.00 0.80000 106 12/1/10
00000000000000050351 12,771.37 12,841.00 0.29000 126.38 2/1/11
00000000000000049536 20,709.21 21,105.00 0.70000 263.37 12/1/05
00000000000000049964 32,091.95 32,207.00 0.39000 289.57 1/1/16
00000000000000049780 87,206.00 88,000.00 0.77000 763.13 11/1/15
00000000000000050692 32,834.00 32,834.00 0.46000 305.85 2/1/16
00000000000000050639 31,500.00 31,500.00 0.75000 269.2 2/1/16
00000000000000048716 33,391.49 33,604.00 0.64000 340.64 11/1/10
00000000000000049879 45,332.01 45,400.00 0.79000 408.19 11/1/15
00000000000000050167 24,815.96 25,000.00 0.64000 210.04 2/1/11
00000000000000050409 59,633.46 60,000.00 0.33000 435.67 2/1/11
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 17 OF 26
<PAGE> 63
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050315 OROSCO 1036N AIRPORT WAY STOCKTON CA 95205
00000000000000049737 ORTEGA 4325 ADAMS STREET DENVER CO 80216
00000000000000049217 OSTRANDER 557 MANORVILLE RD SAUGERTIES NY 12477
00000000000000049032 OWENS 225E BROAD ST BETHLEHEM PA 18018
00000000000000050510 PADILLA 1127 43RD STREET NORTH BERGEN NJ 07047
00000000000000049944 PAGAN 746 HOLLY LANE MOUNT HOLLY NJ 08060
00000000000000048663 PAGLIARULO 3 EASTWOOD DR NORTH BABYLON NY 11703
00000000000000049216 PALLADINI 22 DALE DRIVE OAKDALE NY 11769
00000000000000049687 PALMER 375 CRESTVIEW DRIVE SANTA CLARA CA 95050
00000000000000049941 PALMER 44 CLEREMONT AVE IRVINGTON NJ 07111
00000000000000048944 PARIS 12 CAROL AVENUE PEMBROKE MA 02359
00000000000000049111 PARKER 25 WOOD LAKE DRIVE PISCATAWAY NJ 08854
00000000000000049535 PARKS RD4 BOX 234 TARENTUM PA 15084
00000000000000048904 PASTOR 48 ASCOLESE ROAD TRUMBULL CT 06611
00000000000000049955 PATTERSON 114 MALWOOD AVE DRACUT MA 01826
00000000000000050697 PATTERSON 9175W ST JOHN RD PEORIA AZ 85382
00000000000000048820 PAYNE 27 TARN DRIVE MORRIS PLAINS NJ 07950
00000000000000050613 PEGAS 531 POWELL ST BROOKLYN NY 11212
00000000000000049291 PELLECHIA 8225 STAPLETON AVE LAS VEGAS NV 89128
00000000000000050441 PENDLETON 621 WESTMINSTER AVE ELIZABETH NJ 07208
00000000000000049664 PERDOMO 84 CYPRESS DR COLONIA NJ 07067
00000000000000049123 PEREYRA 20 DREXEL HILL DRIVE KENDALL PARK NJ 08824
00000000000000049614 PEREZ 637 ROUTE #31 JORDAN NY 13080
00000000000000049898 PEREZ 241-15 149TH AVENUE ROSEDALE NY 11422
00000000000000049352 PERKS 50 COLONY DRIVE WEST SAYVILLE NY 11796
00000000000000050391 PERSIN 131 BIRCH STREET IMPERIAL PA 15126
00000000000000048883 PERSON 40 NOTCH CROFT DRIVE LITTLE FALLS NJ 07424
00000000000000049354 PETERSON 4566 STATE HWY #30 AMSTERDAM NY 12010
00000000000000050296 PETERSON 11939N HIGH STREET NORTH GLENN CO 80233
00000000000000049047 PHILCOX 6824 65TH PLACE RIDGEWOOD NY 11385
00000000000000050256 PHILLIPS 141 SPINDLE HILL RD WOLCOTT CT 06716
00000000000000050366 PHILLIPS 8229 WILLIAMS AVENUE PHILADELPHIA PA 19150
00000000000000050375 PHILLIPS 119 PLEASANT VALLEY ST METHUEN MA 01844
00000000000000049333 PHOENIX 5 BARTER CREEK KITTERY ME 03905
00000000000000049182 PICCIONE 59 BAKER AVE BERKELEY HEIGHT NJ 07922
00000000000000048889 PICKRON 2512N TEJON STREET COLORADO SPRING CO 80907
00000000000000049179 PINNEY 65E MAIN STREET CUBA NY 14727
00000000000000049662 PIONTEK 16 ASPERULA DRIVE SICKLERVILLE NJ 08081
00000000000000049225 PIVA 42 REYNOLDS STREET ATTLEBORO MA 02703
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Curr Note Maturity Rem
Loan Number Balance Balance LTV Due Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050315 25,000.00 25,000.00 0.34000 253.42 2/1/11
00000000000000049737 33,958.22 34,000.00 0.69000 294.85 12/1/15
00000000000000049217 35,721.22 35,929.00 0.70000 311.58 12/1/15
00000000000000049032 54,549.74 55,000.00 0.60000 541.29 11/1/10
00000000000000050510 29,214.42 29,400.00 0.76000 298.02 12/1/10
00000000000000049944 66,777.18 67,000.00 0.69000 633.31 11/1/15
00000000000000048663 131,607.28 131,700.00 0.73000 1011.73 11/1/10
00000000000000049216 115,999.28 116,000.00 0.80000 891.12 12/1/10
00000000000000049687 63,542.16 63,700.00 0.80000 572.72 12/1/15
00000000000000049941 74,498.56 75,002.00 0.79000 738.14 11/1/10
00000000000000048944 42,575.52 42,922.00 0.80000 435.09 11/1/10
00000000000000049111 73,665.94 75,000.00 0.55000 964.34 9/1/05
00000000000000049535 45,693.82 45,915.00 0.68000 451.88 12/1/10
00000000000000048904 111,796.34 112,000.00 0.64000 892.33 11/1/25
00000000000000049955 62,912.50 63,000.00 0.79000 506.46 1/1/11
00000000000000050697 20,000.00 20,000.00 0.18000 201.55 2/1/11
00000000000000048820 77,009.42 77,600.00 0.59000 702.69 9/1/15
00000000000000050613 56,459.00 56,459.00 0.55000 681.73 2/1/06
00000000000000049291 12,697.26 13,000.00 0.79000 131.78 12/1/10
00000000000000050441 102,639.16 103,532.00 0.80000 930.84 12/1/15
00000000000000049664 35,075.75 35,266.00 0.80000 317.08 10/1/15
00000000000000049123 27,145.73 27,755.00 0.73000 287.32 9/1/10
00000000000000049614 21,737.91 22,000.00 0.76000 223.01 12/1/10
00000000000000049898 29,969.28 30,000.00 0.80000 304.11 1/1/16
00000000000000049352 79,760.12 80,000.00 0.70000 719.27 12/1/15
00000000000000050391 12,068.00 12,068.00 0.14000 152.81 2/1/06
00000000000000048883 84,316.18 85,000.00 0.50000 837.24 9/1/15
00000000000000049354 44,776.77 45,000.00 0.71000 475.35 12/1/10
00000000000000050296 12,000.00 12,000.00 0.73000 120.93 2/1/11
00000000000000049047 44,743.27 45,000.00 0.31000 431.29 11/1/15
00000000000000050256 61,692.00 61,692.00 0.50000 777.83 2/1/06
00000000000000050366 50,900.00 50,900.00 0.80000 438.19 2/1/16
00000000000000050375 59,702.13 60,000.00 0.58000 608.21 2/1/11
00000000000000049333 57,376.57 57,706.00 0.80000 518.83 12/1/15
00000000000000049182 104,476.24 105,000.00 0.46000 1030.73 9/1/15
00000000000000048889 85,683.20 86,250.00 0.75000 848.84 11/1/10
00000000000000049179 45,352.20 45,500.00 0.70000 409.09 12/1/15
00000000000000049662 23,728.30 24,000.00 0.80000 219.81 10/1/15
00000000000000049225 23,494.94 23,781.00 0.80000 241.07 11/1/10
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 18 OF 26
<PAGE> 64
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000048817 PLACE 210 OAKDALE AVENUE VILLAS NJ 08251
00000000000000047947 PLANT 18 NORTH STREET DOUGLAS MA 01516
00000000000000049810 PLOTNICK 6624 LARCHWOOD LANE LAS VEGAS NV 89103
00000000000000049069 PLUNKETT 828 88TH STREET NIAGARA FALLS NY 14304
00000000000000050346 PLUNKETT 3 ROSEWELL AVENUE SHORHAM NY 11786
00000000000000049201 PODMIJERSKY 15 PODMIJERSKY RD HUDSON NY 12534
00000000000000049582 POMIERNY 16E JACKSONVILLE AVE VILLAS NJ 08251
00000000000000048751 PONS 5 COPPERFIELD RD SCOTCH PLAINS NJ 07076
00000000000000049100 POOLE 8923 BRACKEN CLIFF CT LAS VEGAS NV 89129
00000000000000049748 PORTO 7 FILLMORE PL BROOKLYN NY 11211
00000000000000048646 POTTER RD 1 BOX 57 RD HARTWICK NY 13378
00000000000000048987 POWERS 147 HIGHLAND STREET BERLIN MA 01503
00000000000000050513 POWERS 135E LINDSLEY RD CEDAR GROVE NJ 07009
00000000000000048795 PRENTICE 53 LAKEVIEW RD PLYMOUTH CT 06786
00000000000000048738 PRESCOTT 15 BLEECKER STREET BROOKLYN NY 11221
00000000000000050233 PREVITI 1218 NEW LONDON TPK GLASTONBURY CT 06033
00000000000000049105 PRISCO 961 CEDAR COURT FRANKLIN SQUARE NY 11010
00000000000000049617 PRIVETTE 7456 BRIAR RD PHILADELPHIA PA 19138
00000000000000050448 PRUSINOWSKI 109 PROSPECT STREET CANASTOTA NY 13021
00000000000000050034 PUGH 921 BENTLEY ROAD LINDENWOLD NJ 08021
00000000000000048846 PUGLISE 84 HOLIDAY PARK DRIVE CENTEREACH NY 11720
00000000000000049321 PURSELL 1122 TENNESSEE AVE BENSALEM PA 19020
00000000000000049884 PUTANSU CLARK ISLAND RD SPRUCE HEAD ME 04859
00000000000000048869 QUAGLIENI 26 SUNRISE DR STONY POINT NY 10980
00000000000000049402 QUARLES 117E SOMERDALE RD SOMERDALE NJ 08283
00000000000000048618 QUIGLEY 282 BRIGHTON ST STATEN ISLAND NY 10307
00000000000000049779 QUIGLEY 50 FLANNIGAN DR HOWELL NJ 07731
00000000000000049243 QUIMBY 155 WARREN STREET LACONIA NH 03246
00000000000000048811 QUINN 405 COLD SPRING AVE OAKLYN NJ 08107
00000000000000049477 RADTKE 103 BUCHLAND RD EPHRATA PA 17522
00000000000000048643 RAIA 92 LUDWIG LANE STATEN ISLAND NY 10303
00000000000000050274 RAMIREZ 249 LIBERTY ST PATERSON NJ 07522
00000000000000049817 RANDALL 51S FOURTH ST OLD TOWN ME 04468
00000000000000049163 RANDOLPH 46 HUBBARD PLACE BROOKLYN NY 11210
00000000000000049157 RASCHE 928E CARDINAL DRIVE SUNNYVALE CA 94087
00000000000000050270 RAVENEAU 18 PARNELL PLACE JERSEY CITY NJ 07305
00000000000000049176 RAYNER 3855 SHEARWATER DR RENO NV 89506
00000000000000049172 RECORDS 100 PROSPECT AVE NORTH KINGSTOWN RI 02852
00000000000000050083 REED BARNES ROAD ALBION ME 04910
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Curr Note Maturity Rem
Loan Number Balance Balance LTV Due Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000048817 51,152.60 51,500.00 0.71000 450.2 9/1/15
00000000000000047947 113,083.31 113,600.00 0.79000 1011.16 9/1/15
00000000000000049810 94,610.92 95,000.00 0.75000 823.84 1/1/16
00000000000000049069 33,130.45 33,500.00 0.61000 321.07 11/1/15
00000000000000050346 24,000.00 24,000.00 0.78000 241.86 2/1/11
00000000000000049201 23,857.94 24,000.00 0.65000 238.46 12/1/10
00000000000000049582 38,646.42 38,800.00 0.56000 382.18 10/1/15
00000000000000048751 34,757.33 35,025.00 0.80000 317.16 9/1/15
00000000000000049100 49,985.03 50,368.00 0.80000 452.86 11/1/15
00000000000000049748 20,667.54 20,839.00 0.41000 207.05 1/1/11
00000000000000048646 24,002.86 24,150.00 0.58000 228.28 11/1/15
00000000000000048987 43,775.72 44,000.00 0.71000 446.02 11/1/10
00000000000000050513 73,854.40 74,000.00 0.80000 665.33 12/1/15
00000000000000048795 85,979.15 89,600.00 0.80000 777.01 11/1/15
00000000000000048738 112,165.39 112,500.00 0.75000 896.32 11/1/25
00000000000000050233 59,699.52 59,900.00 0.43000 586.01 2/1/11
00000000000000049105 49,498.07 50,002.00 0.37000 633.14 11/1/05
00000000000000049617 42,110.81 42,201.00 0.65000 385.14 12/1/15
00000000000000050448 45,500.00 45,500.00 0.70000 438.79 2/1/16
00000000000000050034 79,955.42 80,000.00 0.80000 637.38 11/1/25
00000000000000048846 74,314.54 75,062.00 0.76000 728.21 11/1/10
00000000000000049321 80,156.01 80,500.00 0.57000 771.52 12/1/15
00000000000000049884 27,962.04 28,000.00 0.56000 251.75 1/1/16
00000000000000048869 29,908.81 30,000.00 0.41000 241.18 11/1/10
00000000000000049402 95,346.65 96,000.00 0.80000 863.12 10/1/15
00000000000000048618 85,499.43 86,000.00 0.64000 745.79 10/1/15
00000000000000049779 93,245.21 94,000.00 0.65000 857.88 11/1/15
00000000000000049243 69,838.69 69,914.00 0.72000 557.02 12/1/25
00000000000000048811 72,189.66 72,400.00 0.78000 574.75 9/1/10
00000000000000049477 21,901.57 22,007.00 0.80000 223.08 12/1/10
00000000000000048643 96,022.16 97,000.00 0.67000 954.63 11/1/10
00000000000000050274 63,773.70 64,000.00 0.80000 555.01 12/1/15
00000000000000049817 18,000.00 18,000.00 0.68000 182.47 12/1/10
00000000000000049163 68,841.46 68,862.00 0.41000 597.17 12/1/15
00000000000000049157 13,866.45 14,000.00 0.32000 139.1 11/1/10
00000000000000050270 32,843.72 33,000.00 0.60000 324.78 12/1/10
00000000000000049176 88,065.00 88,386.00 0.76000 766.48 11/1/15
00000000000000049172 21,133.18 21,333.00 0.65000 266.22 11/1/05
00000000000000050083 43,239.57 43,375.00 0.59000 458.19 1/1/11
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 19 OF 26
<PAGE> 65
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049953 REHDER 7817W 102ND STREET PALPS HILLS IL 60465
00000000000000049591 REMOLINO 40 ROSS STREET CLARK NJ 07066
00000000000000050420 RENEL 4125N TORREY PINES DR LAS VEGAS NV 89108
00000000000000049254 RESCIGNO 225 MCNEIL STREET SAYVILLE NY 11782
00000000000000050271 RETZLAFF 90 JF KENNEDY DRIVE MILLTOWN NJ 08850
00000000000000049773 REYES 11 NEW LAWN AVE KEARNY NJ 07032
00000000000000050057 RIBEZZO 31 NAHANT STREET PROVIDENCE RI 02904
00000000000000050696 RICKETTS 5725 ELMWOOD AVE PHILADELPHIA PA 19143
00000000000000050066 RIDING 935 ROCKDALE AVE NEW BEDFORD MA 02240
00000000000000049332 RIHN 2113 LOCUST &7621 ROSLYN PITTSBURGH PA 15213
00000000000000049930 RINGER 11 WESTON AVE HUDSON FALLS NY 12839
00000000000000048866 RITCHEY 41 COLONY OAKS DRIVE PITTSBURGH PA 15209
00000000000000048619 RIVERA 224 ROBINSON AVE STATEN ISLAND NY 10312
00000000000000050138 RIZZO 32 MOORE STREET NEW HYDE PARK NY 11040
00000000000000050640 ROBERGE 15 KATHY AVE DRACUT MA 01826
00000000000000048893 ROBERTSON 91S 14TH AVENUE DRIVE BRIGHTON CO 80601
00000000000000049305 ROBINSON 469 MARBELLA LANE VACAVILL CA 95688
00000000000000049840 ROBINSON 218 INFIELD ST BRIDGEPORT CT 06606
00000000000000049195 ROCKINGHAM 232 LAFAYETTE AVE PEMBERTON NJ 08068
00000000000000050059 ROCKWELL 53 DAVID DRIVE EAST HAVEN CT 06512
00000000000000048671 RODRIGUEZ 5012E 12TH WAY THORNTON CO 80241
00000000000000049238 RODRIGUEZ 5790E HOLLAND AVE FRESNO CA 93727
00000000000000050717 RODRIGUEZ-PEREZ 25 SIDNEY AVE RUTHERFORD NJ 07070
00000000000000048847 ROLLINS 100 28 205TH STREET HOLLIS NY 11423
00000000000000049319 ROMO 40 VELDA ROSE LANE SPARKS NV 89436
00000000000000049694 ROONEY 1083E FREMONT CIRCLE N LITTLETON CO 80122
00000000000000050629 ROSENBLATT 422 LOCUST AVE LINDENWOLD NJ 08021
00000000000000048850 ROSS 725 BAYBERRY RD FRANKLIN SQUARE NY 11010
00000000000000049441 ROSS 95 FANEUIL PLACE NEW ROCHELLE NY 10801
00000000000000048898 ROTH 45-21 157TH STREET FLUSHING NY 11355
00000000000000050372 ROTHAR 69 FAIRVIEW AVE ISLIP TERRACE NY 11752
00000000000000049804 ROUMANOS 4517 DEL MONTE AVE LAS VEGAS NV 89102
00000000000000049114 ROUNTREE 55W RAYMOND AVENUE ROOSEVELT NY 11575
00000000000000050282 RUBERTO 91 SAWYER AVENUE STATEN ISLAND NY 10314
00000000000000049719 RUDD 3723W 60TH STREET CHICAGO IL 60629
00000000000000049483 RUDOLPH 3921 KENWOOD RD ONEIDA NY 13421
00000000000000050023 RUDOLPH 20 FREUND DRIVE NANUET NY 10954
00000000000000048879 RUHNKE 914 SINCLAIR AVE LANOKA HARBOR NJ 08734
00000000000000050539 RUSSELL 42 HIGH STREET LISBON FALLS ME 04252
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Curr Note Maturity Rem
Loan Number Balance Balance LTV Due Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049953 19,889.07 20,000.00 0.67000 264.2 1/1/06
00000000000000049591 37,933.13 38,756.00 0.80000 398.88 10/1/10
00000000000000050420 29,500.00 29,500.00 0.78000 297.29 2/1/11
00000000000000049254 30,441.95 30,555.00 0.80000 274.72 12/1/15
00000000000000050271 22,282.25 22,300.00 0.80000 179.28 12/1/10
00000000000000049773 15,358.93 15,516.00 0.80000 196.47 11/1/05
00000000000000050057 28,059.33 28,100.00 0.32000 269.32 1/1/16
00000000000000050696 36,000.00 36,000.00 0.80000 307.65 2/1/16
00000000000000050066 21,824.38 22,000.00 0.79000 278.57 1/1/06
00000000000000049332 58,141.78 58,500.00 0.65000 507.31 12/1/15
00000000000000049930 44,920.13 45,000.00 0.59000 419.17 1/1/16
00000000000000048866 11,865.72 12,000.00 0.46000 151.95 11/1/05
00000000000000048619 36,819.64 37,000.00 0.24000 379.7 11/1/10
00000000000000050138 71,382.00 71,382.00 0.41000 614.51 2/1/16
00000000000000050640 29,173.00 29,173.00 0.64000 292.26 2/1/11
00000000000000048893 37,729.47 37,922.00 0.69000 340.96 11/1/15
00000000000000049305 70,974.90 71,435.00 0.41000 703.04 12/1/10
00000000000000049840 67,698.82 68,106.00 0.65000 590.61 12/1/15
00000000000000049195 71,254.09 71,354.00 0.80000 587.02 10/1/10
00000000000000050059 45,024.53 45,196.00 0.38000 444.8 1/1/11
00000000000000048671 13,748.63 14,000.00 0.80000 180.01 10/1/05
00000000000000049238 73,372.97 73,600.00 0.80000 565.4 11/1/10
00000000000000050717 122,526.20 123,000.00 0.65000 1028.06 12/1/15
00000000000000048847 39,231.59 39,409.00 0.30000 359.66 11/1/15
00000000000000049319 63,411.16 63,568.00 0.60000 571.53 12/1/15
00000000000000049694 68,401.25 68,746.00 0.70000 696.86 12/1/10
00000000000000050629 35,440.48 35,440.00 0.42000 363.69 12/1/10
00000000000000048850 50,855.28 51,300.00 0.58000 541.9 11/1/10
00000000000000049441 91,138.76 91,500.00 0.41000 835.06 12/1/15
00000000000000048898 67,330.35 67,867.00 0.34000 588.54 11/1/15
00000000000000050372 100,000.00 100,000.00 0.65000 1049.67 2/1/11
00000000000000049804 33,878.54 34,000.00 0.80000 305.69 12/1/15
00000000000000049114 83,268.96 83,413.00 0.74000 749.96 12/1/15
00000000000000050282 52,000.00 52,000.00 0.78000 467.53 2/1/16
00000000000000049719 47,478.95 47,640.00 0.60000 466.07 12/1/15
00000000000000049483 27,869.46 28,000.00 0.42000 287.34 12/1/10
00000000000000050023 22,000.00 22,000.00 0.47000 223.01 2/1/11
00000000000000048879 60,307.77 60,650.00 0.80000 492.38 9/1/10
00000000000000050539 70,700.00 70,700.00 0.70000 604.19 2/1/16
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 20 OF 26
<PAGE> 66
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050542 RUTIGLIANO 162 BOYLE RD SELDEN NY 11784
00000000000000049164 RYAN 12661W DAKOTA DRIVE LAKEWOOD CO 80228
00000000000000049752 SACKEN 4 SIXTH STREET PARK RIDGE NJ 07656
00000000000000050075 SALDIVAR 4841E ILLINOIS AVENUE FRESNO CA 93727
00000000000000048909 SALEMO 13 GREENWAY RD SLOATSBURG NY 10974
00000000000000048977 SALG 45 DURHAMOC LANE NORTH BABYLON NY 11703
00000000000000049307 SAMESHIMA 4469 DRIFTWOOD PL BOULDER CO 80301
00000000000000050295 SANCHEZ 2018S OSCEOLA WAY DENVER CO 80219
00000000000000050198 SAND 82 SUNRISE LANE LEVITTOWN NY 11756
00000000000000049230 SANTONE 215- 216 STEEL STREET HANNASTOWN PA 15635
00000000000000050019 SANTOPIETRO 717 3RD STREET UNION BEACH NJ 07735
00000000000000049529 SANTOS 4145 AUTUMN COURT BOULDER CO 80304
00000000000000049942 SANTOS 84 BERGEN AVE KEARNY NJ 07032
00000000000000050036 SAPANARA 2617E 26TH STREET BROOKLYN NY 11235
00000000000000050600 SAWTELLE 1 PARK CIRCLE CRAWFORD NY 12549
00000000000000049374 SCALOGNA 88-27 ELDERTS LANE WOODHAVEN NY 11421
00000000000000050052 SCHERER 9122 CYPRESS DR DENVER CO 80229
00000000000000050620 SCHILDWACHTER 29 BOUNTONVILLE RD LEWISBORO NY 10518
00000000000000049037 SCHMITZER 1544 MACARTHUR DRIVE BOULDER CO 80303
00000000000000050322 SCHOENFELD 2610 EDENDERRY DR COLORADO SPRING CO 80919
00000000000000050656 SCHRADER 9420 CANDLEBERRY CT BURKE VA 22015
00000000000000050345 SCHREIB 55 OCEANIC AVE STATEN ISLAND NY 10312
00000000000000049229 SCHUMPF 10 EAST STREET MIDDLE ISLAND NY 11953
00000000000000049743 SCHWILM 50W MANILL AVE PITTSBURGH PA 15220
00000000000000050520 SCIMECA 14 BEECH STREET ELMWOOD PARK NJ 07407
00000000000000049509 SCOPPETTO 408 CHAMPLAIN STREET BERLIN NH 03570
00000000000000048648 SCOTT 9195 SUMMIT STREET RD LEROY NY 14482
00000000000000049207 SCOTT 67 GREEN AVENUE HEMPSTEAD NY 11550
00000000000000048965 SCRAN 1481 NEVADA DRIVE TOMS RIVER NJ 08753
00000000000000049388 SECREST 3530W DILL RD ENGLEWOOD CO 80110
00000000000000049317 SERVER 105 JASON PLACE NORTH WALES PA 19454
00000000000000050134 SEUSARRAN 143-03 FERNDALE AVE JAMAICA NY 11435
00000000000000048875 SHAH 164S PARKWAY CLIFTON NJ 07014
00000000000000049615 SHALATY 12555E ARBOR VISTA BLVD TUCSON AZ 85749
00000000000000049198 SHANNON 1014 SANDRA PLACE BRICK NJ 08724
00000000000000048901 SHARPE-SMITH 151 GATEWAY DR STATEN ISLAND NY 10304
00000000000000050572 SHEADER 638 6TH AVENUE CORAOPOLIS PA 15108
00000000000000050344 SHULTZ 740S CUSTER AVE NEW HOLLAND PA 17557
00000000000000049371 SICA 1985E 22ND STREET BROOKLYN NY 11229
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Due Curr Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050542 96,000.00 96,000.00 0.80000 892.12 2/1/11
00000000000000049164 21,203.17 22,299.00 0.75000 226.04 11/1/10
00000000000000049752 50,394.76 50,638.00 0.80000 455.28 10/1/15
00000000000000050075 47,018.08 47,316.00 0.75000 617.46 1/1/06
00000000000000048909 99,246.18 99,500.00 0.66000 862.86 11/1/15
00000000000000048977 127,768.91 127,800.00 0.90000 982.68 12/1/25
00000000000000049307 34,802.63 34,996.00 0.72000 281.34 12/1/10
00000000000000050295 12,000.00 12,000.00 0.54000 155.22 2/1/06
00000000000000050198 115,641.32 116,000.00 0.80000 998.62 2/1/16
00000000000000049230 43,784.85 44,000.00 0.79000 381.57 11/1/15
00000000000000050019 15,917.78 16,040.00 0.64000 144.22 11/1/15
00000000000000049529 16,606.80 16,800.00 0.60000 209.65 12/1/05
00000000000000049942 46,801.92 47,114.00 0.68000 423.6 11/1/15
00000000000000050036 158,398.72 159,000.00 0.71000 1368.79 1/1/16
00000000000000050600 20,000.00 20,000.00 0.19000 187.61 2/1/16
00000000000000049374 64,670.17 64,997.00 0.50000 563.65 12/1/15
00000000000000050052 32,305.52 32,486.00 0.40000 319.72 1/1/11
00000000000000050620 293,451.00 293,451.00 0.72000 2507.77 2/1/16
00000000000000049037 32,228.50 32,981.00 0.68000 692.51 11/1/00
00000000000000050322 30,000.00 30,000.00 0.74000 302.33 2/1/11
00000000000000050656 32,320.00 32,320.00 0.70000 323.79 2/1/11
00000000000000050345 101,600.00 101,600.00 0.80000 874.65 2/1/16
00000000000000049229 69,214.41 69,500.00 0.73000 602.7 12/1/15
00000000000000049743 74,692.59 75,001.00 0.75000 650.41 12/1/15
00000000000000050520 47,076.42 47,200.00 0.77000 424.37 12/1/15
00000000000000049509 16,948.67 17,150.00 0.56000 214.02 12/1/05
00000000000000048648 36,460.94 37,000.00 0.75000 375.06 11/1/10
00000000000000049207 61,554.48 61,653.00 0.70000 611.4 12/1/15
00000000000000048965 18,536.96 19,000.00 0.74000 253.73 9/1/05
00000000000000049388 62,594.10 63,000.00 0.58000 620.02 12/1/10
00000000000000049317 12,951.73 13,000.00 0.58000 116.89 12/1/15
00000000000000050134 25,000.00 25,000.00 0.77000 223.17 2/1/16
00000000000000048875 13,225.24 13,300.00 0.80000 122.68 9/1/15
00000000000000049615 89,551.21 89,998.00 0.80000 912.29 12/1/10
00000000000000049198 34,534.32 34,711.00 0.45000 320.16 10/1/15
00000000000000048901 54,545.36 54,928.00 0.33000 501.29 11/1/15
00000000000000050572 50,321.00 50,321.00 0.71000 489.36 2/1/11
00000000000000050344 101,500.00 101,500.00 0.70000 808.68 2/1/11
00000000000000049371 79,458.25 80,000.00 0.55000 810.94 12/1/10
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 21 OF 26
<PAGE> 67
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000048819 SIMON 474 KENT STREET SALEM NJ 08079
00000000000000050139 SINCLAIR 3202 NEPTUNE AVE OCEANSIDE NY 11572
00000000000000048626 SIPPER RD 1 BOX 394 C DUG ROAD CHESTER NY 10918
00000000000000050106 SISTI 1407 REMSEN AVENUE BROOKLYN NY 11236
00000000000000049713 SJOEN 1219 ARCH STREET PITTSBURGH PA 15212
00000000000000050199 SKELLON 26 LYDUN DRIVE ALBION NY 14411
00000000000000049326 SKORUPA 17 HILLSDALE DR CRANSTON RI 02920
00000000000000050398 SKREZYNA 124 OLD BRIDGE ROAD OLD BRIDGE NJ 07747
00000000000000050524 SLAYTON 2436 DENFIELD ST CAMDEN NJ 08104
00000000000000050413 SLITER 3104N FARRAGUT ST PORTLAND OR 97217
00000000000000048815 SMITH 23 MARRYOTT STREET JAMESBURG NJ 08831
00000000000000049363 SMITH 6 LIND AVENUE NEW CASTLE DE 19720
00000000000000049564 SMITH 1965 UNION STREET LAKEWOOD CO 80215
00000000000000049588 SMITH 43 RIVER DRIVE LAKE HIAWATHA NJ 07034
00000000000000049770 SMITH 120 SUMMIT AVE WALDWICK NJ 07463
00000000000000050011 SMITH 44 LENAPE ROAD RINGWOOD NJ 07456
00000000000000050407 SMITH 638 SANDRA AVE WEST ISLIP NY 11795
00000000000000048720 SMITHERS 131 RAMSGATE WAY VALLEJO CA 94591
00000000000000049741 SNOVER 4721 LAKE AVENUE ROCHESTER NY 14612
00000000000000048872 SONNER 10434 TANNERY CREEK RD CORNING NY 14830
00000000000000050022 SOPKO 122 CHILDS STREET SPRINGVILLE NY 14141
00000000000000050027 SORIANO 14 REDWOOD RD NEW HYDE PARK NY 11040
00000000000000048330 SORICHILLO 504 MAY STREET POTTSTOWN PA 19464
00000000000000049867 SPAMAN 216 FIFTH AVE FRANKFORT NY 13340
00000000000000049314 SPRISSLER 16 BOYLSTON ST STOUGHTON MA 02072
00000000000000049732 ST AMAND 1885 NEW LONDON TURNPIKE WEST WARWICK RI 02893
00000000000000050205 ST CHARLES 860 WASHINGTON STREET ABINGTON MA 02351
00000000000000050505 STABLER 33 STRAWBRIDGE AVE WESTMONT NJ 08108
00000000000000049411 STALLINGS 1007 OLD DUTCH MILL RD COLORADO SPRING CO 80907
00000000000000050396 STANKIEWICZ 15 BEECHWOOD AVE FREEHOLD NJ 07728
00000000000000050200 STARK 243 MAXWELL RD LATHAM NY 12110
00000000000000049165 STARTARI 217 MANOR DRIVE PITTSBURGH PA 15236
00000000000000050204 STEARNS 56 STEPHANIE LANE POUGHKEEPSIE NY 12603
00000000000000049620 STEHL 10 FANWOOD DRIVE NEW CASTLE DE 19720
00000000000000048927 STELLA 1376 FORDHAM AVE SCHENECTADY NY 12306
00000000000000050495 STEPHENSON 22 CARRIAGE HILL RD WARWICK RI 02886
00000000000000049585 STEVENS 19 BLUEBERRY LANE WILLINGBORO NJ 08046
00000000000000048961 STEZZI 419 PRICE AVE GLENDORA NJ 08029
00000000000000048979 STIMAC 162 WINNEBAGO DRIVE SEDALIA CO 80135
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Due Curr Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000048819 38,697.97 38,800.00 0.80000 365.12 9/1/25
00000000000000050139 44,739.00 44,739.00 0.27000 385.15 2/1/16
00000000000000048626 52,970.50 53,200.00 0.80000 539.28 11/1/10
00000000000000050106 38,891.00 38,915.00 0.71000 349.88 1/1/16
00000000000000049713 34,269.19 34,500.00 0.46000 342.13 12/1/15
00000000000000050199 36,000.00 36,000.00 0.64000 309.92 2/1/16
00000000000000049326 88,277.04 88,500.00 0.59000 802.94 12/1/25
00000000000000050398 29,074.89 29,152.00 0.79000 295.51 12/1/10
00000000000000050524 37,246.43 37,600.00 0.80000 370.05 12/1/10
00000000000000050413 20,000.00 20,000.00 0.62000 252.17 2/1/06
00000000000000048815 99,635.94 99,960.00 0.80000 793.54 9/1/10
00000000000000049363 38,119.20 38,372.00 0.75000 345 12/1/15
00000000000000049564 39,860.20 40,000.00 0.49000 321.57 12/1/10
00000000000000049588 33,711.13 34,000.00 0.25000 364.33 10/1/10
00000000000000049770 19,579.53 20,000.00 0.76000 202.74 11/1/10
00000000000000050011 69,846.85 69,994.00 0.65000 638.79 11/1/15
00000000000000050407 108,000.00 108,000.00 0.80000 1050.27 2/1/11
00000000000000048720 44,469.64 44,823.00 0.80000 403 10/1/15
00000000000000049741 40,705.78 40,749.00 0.60000 371.89 1/1/16
00000000000000048872 41,418.36 42,500.00 0.65000 538.15 11/1/05
00000000000000050022 91,126.64 91,283.00 0.76000 785.84 1/1/16
00000000000000050027 64,847.13 65,000.00 0.37000 682.29 1/1/11
00000000000000048330 43,440.48 43,537.00 0.45000 388.52 10/1/10
00000000000000049867 49,078.03 49,200.00 0.80000 377.96 1/1/11
00000000000000049314 111,086.51 111,101.00 0.73000 942.32 12/1/25
00000000000000049732 39,620.28 40,000.00 0.42000 359.64 12/1/15
00000000000000050205 99,620.61 100,000.00 0.80000 984.16 1/1/11
00000000000000050505 56,454.79 56,700.00 0.70000 543.42 12/1/15
00000000000000049411 66,241.09 66,754.00 0.49000 685.03 12/1/10
00000000000000050396 26,935.78 27,069.00 0.80000 274.4 12/1/10
00000000000000050200 80,957.72 81,263.00 0.75000 674.17 2/1/16
00000000000000049165 18,984.44 19,014.00 0.77000 192.74 11/1/10
00000000000000050204 54,809.94 55,018.00 0.52000 473.64 2/1/16
00000000000000049620 34,698.71 35,000.00 0.79000 354.79 12/1/10
00000000000000048927 71,864.80 72,000.00 0.80000 553.11 11/1/10
00000000000000050495 89,079.00 89,079.00 0.75000 709.72 2/1/11
00000000000000049585 66,870.78 67,200.00 0.80000 559.67 10/1/25
00000000000000048961 28,067.14 28,500.00 0.39000 295.03 9/1/10
00000000000000048979 59,474.38 60,062.00 0.70000 626.82 11/1/10
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 22 OF 26
<PAGE> 68
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050242 STITH 14 CLEARBROOK LANE SEWELL NJ 08080
00000000000000049905 STOAKES 8855S BRENTWOOD ST LITTLETON CO 80123
00000000000000049896 STODDARD 48 CALIFORNIA AVE FITCHBURG MA 01420
00000000000000048266 STOKES 1324 TYSON AVENUE PHILADELPHIA PA 19111
00000000000000049453 STONE 2607S FLOWER STREET LAKEWOOD CO 80227
00000000000000048680 STRONG 3037 GRACE AVENUE BRONX NY 10469
00000000000000050521 STRONG 836 WRIGHT DEBOW RD JACKSON NJ 08527
00000000000000049393 SUDOL 46 CEDAR LANE WEST MILFORD NJ 07480
00000000000000048750 SUEPER 1102 WASHINGTON COMMONS SOMERVILLE NJ 08876
00000000000000050651 SULLIVAN 101 OMAHA BLVD WARWICK RI 02889
00000000000000050355 TAIT RR2 BOX 677 HUDSON ME 04449
00000000000000050114 TAMN 7 BIRMINGHAM ARNEYS MT PEMBERTON NJ 08068
00000000000000049318 TAN 4528 QUEENSBORO WAY UNION CITY CA 94587
00000000000000048980 TAYLOR 12012 WALDEMIRE DRIVE PHILADELPHIA PA 19154
00000000000000049120 TAYLOR RR3 BOX 977 HIGHLAND LAKES NJ 07422
00000000000000050175 TAYLOR 820 ROBINSON AVE ATLANTIC CITY NJ 08401
00000000000000049219 TEICHERA 2308 GOLDCREST CIRCLE PLEASANTON CA 94566
00000000000000048769 TERRY 10620 PALM SPRINGS DR SPARKS NV 89436
00000000000000049268 TERRY 449 WESTERN AVENUE LYNN MA 01904
00000000000000049017 THEOBALD 2108 WOODWARD AVE PITTSBURGH PA 15226
00000000000000048953 THIBODEAUX 2672W SAN PAULUS RD TUCSON AZ 85746
00000000000000049514 THOMAS 1320 HARTFORD DRIVE BOULDER CO 80303
00000000000000049593 THOMAS 305 LEE AVENUE NEW BRUNSWICK NJ 08901
00000000000000049392 THOMPSON 106 YAWPO AVENUE OAKLAND NJ 07436
00000000000000049848 THOMPSON 410 TEHAMA WAY GREENFIELD CA 93927
00000000000000050406 THOMPSON 2415E CHILDS AVE MERCED CA 95340
00000000000000050418 THOMPSON 5393 QUARI STREET DENVER CO 80239
00000000000000050508 THOMPSON 1108 CALVERT AVENUE COLORADO SPRING CO 80904
00000000000000049137 THOMSON 40 BOLTON BLVD BERKELEY HEIGHT NJ 07922
00000000000000050001 THOMSON 5270 MULE DEER DR COLORADO SPRING CO 80919
00000000000000048816 TIGRO 644S SPRING RD VINELAND NJ 08360
00000000000000049468 TIMER 123 COLONIAL DR NORRISTOWN PA 19401
00000000000000049241 TIONGCO 8119 RICHLAND WAY STOCKTON CA 95209
00000000000000048740 TOLIVER 9 EISENHOWER LANE SICKLERVILLE NJ 08081
00000000000000050660 TOLLEFSEN 2416W BIJOU ST COLORADO SPRING CO 80904
00000000000000050454 TOLLERSON 6005W COLUMBIA AVENUE PHILADELPHIA PA 19151
00000000000000049404 TONKERY 147 BUCKELEW AVE JAMESBURG NJ 08831
00000000000000050150 TOOLIN 8 HILLCREST AVENUE SMITHFIELD RI 02828
00000000000000048922 TORRES 1789 EDENWALD AVE BRONX NY 10466
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Due Curr Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050242 43,240.24 43,652.00 0.80000 442.49 12/1/10
00000000000000049905 58,020.76 58,200.00 0.65000 523.27 1/1/16
00000000000000049896 81,878.72 82,000.00 0.68000 671.63 1/1/11
00000000000000048266 82,904.19 83,250.00 0.75000 767.87 10/1/15
00000000000000049453 40,193.64 40,256.00 0.80000 323.62 12/1/10
00000000000000048680 131,129.34 132,000.00 0.80000 1144.7 11/1/15
00000000000000050521 64,527.13 64,656.00 0.62000 619.67 12/1/15
00000000000000049393 40,272.19 40,530.00 0.71000 371.21 10/1/15
00000000000000048750 40,541.45 41,039.00 0.65000 440.76 9/1/10
00000000000000050651 52,000.00 52,000.00 0.48000 617.25 2/1/06
00000000000000050355 14,000.00 14,000.00 0.19000 177.28 2/1/06
00000000000000050114 163,378.57 164,000.00 0.80000 1422.2 11/1/15
00000000000000049318 36,891.68 37,112.00 0.76000 333.67 12/1/15
00000000000000048980 49,981.15 50,000.00 0.61000 409.53 11/1/10
00000000000000049120 29,725.63 30,000.00 0.78000 310.56 9/1/10
00000000000000050175 35,899.35 36,000.00 0.55000 328.55 11/1/15
00000000000000049219 16,552.74 16,832.00 0.56000 217.71 11/1/05
00000000000000048769 9,842.98 10,000.00 0.79000 126.63 11/1/05
00000000000000049268 21,960.20 22,000.00 0.37000 210.85 12/1/15
00000000000000049017 47,426.67 48,000.00 0.77000 472.4 11/1/10
00000000000000048953 44,468.66 45,000.00 0.38000 442.87 11/1/10
00000000000000049514 36,328.72 37,000.00 0.68000 375.06 12/1/10
00000000000000049593 59,713.20 59,877.00 0.70000 459.98 10/1/10
00000000000000049392 108,556.53 109,811.00 0.80000 1136.76 10/1/10
00000000000000049848 45,585.12 45,592.00 0.72000 430.95 1/1/16
00000000000000050406 18,500.00 18,500.00 0.78000 186.44 2/1/11
00000000000000050418 67,000.00 67,000.00 0.68000 545.5 2/1/16
00000000000000050508 12,000.00 12,000.00 0.79000 150.66 2/1/06
00000000000000049137 29,401.22 29,800.00 0.80000 308.49 9/1/10
00000000000000050001 95,725.74 96,000.00 0.77000 832.51 1/1/16
00000000000000048816 72,986.71 73,600.00 0.80000 655.12 9/1/15
00000000000000049468 69,958.46 70,000.00 0.61000 557.71 12/1/25
00000000000000049241 68,348.63 68,509.00 0.80000 615.96 12/1/15
00000000000000048740 64,005.60 64,841.00 0.76000 526.4 9/1/10
00000000000000050660 63,000.00 63,000.00 0.63000 538.39 2/1/16
00000000000000050454 38,850.00 38,850.00 0.70000 323.56 2/1/26
00000000000000049404 51,828.62 52,000.00 0.65000 450.59 10/1/10
00000000000000050150 57,168.81 57,300.00 0.57000 416.07 1/1/11
00000000000000048922 86,423.37 86,902.00 0.46000 793.1 11/1/15
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 23 OF 26
<PAGE> 69
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049181 TOWLE 233 RT 206 SOUTH BRANCHVILLE NJ 07826
00000000000000049792 TOWNE 21 SUMMER ST MILO ME 04463
00000000000000048678 TRAPINI 7 FALCON AVENUE SELDON NY 11784
00000000000000049436 TRIBOLETTI 15 17 SIMPSON ROAD OCEAN CITY NJ 08226
00000000000000050064 TRINIDAD 1520 BOYNTON AVE OROVILLE CA 95966
00000000000000048714 TROTTER 1542E FOUNTAIN BLVD COLORADO SPRING CO 80910
00000000000000050533 TROTTER 7234 BRIAR RD PHILADELPHIA PA 19138
00000000000000049854 TRUJILLO 7385W WALKER DR LITTLETON CO 80123
00000000000000048873 TUFARO 133 ROSEVILLE ROAD ANDOVER NJ 07821
00000000000000049601 TURCO 126 AVENUE I BROOKLYN NY 11230
00000000000000049696 TUSI 149 YELLOWBANK RD TOMS RIVER NJ 08753
00000000000000049394 TUTTLE 56 COLUMBUS AVE EDISON NJ 08817
00000000000000049562 URY 803 BUNTING AVENUE FOUNTAIN CO 80817
00000000000000048279 VALDERAS 3737 HIGH STREET DENVER CO 80205
00000000000000048756 VALDEZ 4221 ELIOT STREET DENVER CO 80211
00000000000000049628 VALOIS 3628 BELLAIRE PLACE PHILADELPHIA PA 19154
00000000000000049724 VANTUYL 50 CRANBURNE LANE WILLIAMSVILLE NY 14221
00000000000000050537 VARGAS 3903 JASON ST DENVER CO 80211
00000000000000050644 VARGO 434 WELCHS POINT RD MILFORD CT 06460
00000000000000050227 VASQUEZ 2141 34TH STREET SACRAMENTO CA 95817
00000000000000048882 VATTELANA 343 CEDAR STREET SOUTH AMBOY NJ 08879
00000000000000049875 VELEZ 1317E BLANCKE STREET LINDEN NJ 07036
00000000000000049012 VERNET 390 ALDEN ST ORANGE NJ 07050
00000000000000049606 VICHIOLA 297 WHITE PLAINS RD TRUMBULL CT 06611
00000000000000048804 VILLESCAS 850W CALLE EVELINA TUCSON AZ 85706
00000000000000050439 VOISINE 408 WESCOTT ST BERLIN NH 03570
00000000000000049410 WADE 5416 WALNUT STREET OAKLAND CA 94619
00000000000000049979 WAGNER 166 SKYLINE DRIVE HICKORY PA 15340
00000000000000048823 WAINWRIGHT 1296 AUGUSTINA AVENUE FAR ROCKAWAY NY 11691
00000000000000049855 WAKE 5917 COBBS CREEK PKWY PHILADELPHIA PA 19143
00000000000000049312 WALLACE 112E HAROLD ST BLOOMFIELD CT 06002
00000000000000049515 WALLACE 304 SKY TRAIL RD BOULDER CO 85619
00000000000000050258 WALSH 548 SHARPENERS POND RD NORTH ANDOVER MA 01845
00000000000000050173 WALTER 21 WOODING RD WALLINGFORD CT 06492
00000000000000049348 WARD 2 MARCELLUS LN EASTON NY 12170
00000000000000050074 WARE 131 PLATT RD CLINTON PA 15026
00000000000000048806 WARMBROD 428 SMITHRIDGE PARK RENO NV 89502
00000000000000049310 WARWICK 8038 MILL SWAMP RD IVOR VA 23866
00000000000000049933 WASHINGTON 2461 VASQUEZ PL RIVERSIDE CA 92507
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Due Curr Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049181 16,407.87 16,632.00 0.75000 181.29 9/1/10
00000000000000049792 51,466.14 51,800.00 0.70000 509.8 12/1/10
00000000000000048678 92,371.54 93,500.00 0.69000 920.19 11/1/10
00000000000000049436 43,389.83 43,500.00 0.58000 357.87 10/1/10
00000000000000050064 71,572.75 71,714.00 0.75000 621.9 1/1/16
00000000000000048714 63,731.95 64,000.00 0.80000 555.01 10/1/15
00000000000000050533 38,000.00 38,000.00 0.68000 353.97 2/1/16
00000000000000049854 59,821.95 60,000.00 0.58000 641.1 1/1/11
00000000000000048873 16,796.42 17,672.00 0.79000 224.73 9/1/05
00000000000000049601 28,210.31 28,300.00 0.16000 245.42 12/1/15
00000000000000049696 16,306.08 16,500.00 0.80000 167.26 10/1/10
00000000000000049394 91,569.77 92,000.00 0.80000 827.16 10/1/15
00000000000000049562 14,572.78 14,870.00 0.80000 150.74 12/1/10
00000000000000048279 16,682.06 16,883.00 0.70000 173.76 10/1/10
00000000000000048756 15,993.60 16,100.00 0.64000 137.74 11/1/10
00000000000000049628 67,789.46 67,934.00 0.75000 619.99 12/1/15
00000000000000049724 67,874.51 68,000.00 0.80000 589.69 1/1/16
00000000000000050537 56,559.00 56,559.00 0.50000 550.02 2/1/11
00000000000000050644 51,046.00 51,046.00 0.58000 452.41 2/1/16
00000000000000050227 40,000.00 40,000.00 0.35000 359.64 1/1/16
00000000000000048882 76,586.19 77,200.00 0.57000 699.07 9/1/15
00000000000000049875 11,534.03 12,000.00 0.77000 249.05 11/1/00
00000000000000049012 82,139.08 83,509.00 0.63000 839.57 9/1/10
00000000000000049606 92,551.94 93,153.00 0.64000 850.15 12/1/15
00000000000000048804 28,661.65 29,500.00 0.80000 299.04 11/1/10
00000000000000050439 23,627.00 23,627.00 0.80000 238.1 2/1/11
00000000000000049410 135,719.90 136,000.00 0.80000 1083.54 12/1/25
00000000000000049979 53,230.03 53,300.00 0.59000 486.44 1/1/16
00000000000000048823 98,227.16 98,500.00 0.69000 756.69 11/1/10
00000000000000049855 11,346.83 11,444.00 0.28000 146.21 12/1/05
00000000000000049312 69,494.14 70,000.00 0.78000 607.04 12/1/15
00000000000000049515 74,446.56 74,612.00 0.70000 695 12/1/15
00000000000000050258 33,558.62 33,693.00 0.80000 339.54 2/1/11
00000000000000050173 55,648.00 55,648.00 0.33000 461.66 1/1/16
00000000000000049348 39,255.00 39,255.00 0.75000 335.83 12/1/10
00000000000000050074 48,797.01 49,000.00 0.62000 447.19 1/1/16
00000000000000048806 27,181.75 27,482.00 0.41000 238.33 11/1/15
00000000000000049310 31,927.32 31,971.00 0.72000 302.2 12/1/15
00000000000000049933 52,672.09 52,874.00 0.70000 475.39 1/1/16
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 24 OF 26
<PAGE> 70
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000050538 WASHINGTON 904 BULLOCK AVE YEADON PA 19050
00000000000000049813 WATKINS 209 7TH AVENUE CARNEGIE PA 15106
00000000000000050113 WATKINS 1413 ORMOND AVE CAMDEN NJ 08103
00000000000000050145 WEAVER 1140 BARNARD DRIVE LAS VEGAS NV 89102
00000000000000050313 WEAVER 101 COUNTRY LANE POTTSTOWN PA 19465
00000000000000050142 WEBBER 114-13 199TH STREET ST ALBANS NY 11412
00000000000000049378 WEBER 10251 CITY VIEW DR MORRISTOWN CO 80465
00000000000000049775 WECKSTEIN 18 INDIAN CREEK ROAD HOLMDEL NJ 07733
00000000000000050443 WEILAND 33W RIVER STYX ROAD HOPATCONG NJ 07843
00000000000000050122 WEISS 14 KAY AVENUE BETHPAGE NY 11714
00000000000000049795 WESSELDINE 1806 POPE ST VIRGINIA BEACH VA 23464
00000000000000050165 WEST 7042 SILVERHORNM DRIVE EVERGREEN CO 80439
00000000000000050179 WEST 9 SUNSET DRIVE ASBURY PARK NJ 07712
00000000000000049448 WHEELER 27 DIANE PLACE PORT JERVIS NY 12771
00000000000000049729 WHIGHAM 21932 PLEASANT PARK RD CONIFER CO 80433
00000000000000049859 WHITE 5410 CENTERVILLE RD WILLIAMSBURGH VA 23188
00000000000000049747 WHITELEY 14193E 32ND PLACE AURORA CO 80011
00000000000000049832 WHITNEY 5664 TILDEN HILL RD VERONA NY 13478
00000000000000049723 WICKLUND 3780W FLOYD AVENUE DENVER CO 80236
00000000000000050631 WIECZORECK 65 MERCER STREET WEST KEANSBURG NJ 07734
00000000000000049143 WIKER 232 E LIBERTY STREET LANCASTER PA 17602
00000000000000049004 WILLARD 18 ROCKLEDGE RD MONTVILLE NJ 07045
00000000000000049261 WILLIAMS 20 MOORE AVE CHERRY HILL NJ 08034
00000000000000049290 WILLIAMS 8512 WILLIAMS AVENUE PHILADELPHIA PA 19150
00000000000000049331 WILLIAMS 1309N ADLER AVE FRESNO CA 93727
00000000000000049469 WILLIAMS PLEASANT VALLEY RD SOUTH FALLSBURG NY 12779
00000000000000049532 WILLIAMS 3963W 84TH AVENUE WESTMINISTER CO 80030
00000000000000049820 WILLIAMS 3441W 79TH AVENUE WESTMINISTER CO 80030
00000000000000050109 WILLIAMS 16 VREELAND TERRACE JERSEY CITY NJ 07305
00000000000000050331 WILLIAMSON 622 SPRUCE STREET BRISTOL PA 19007
00000000000000048853 WILSON 2625 VIDALIA TERRACE COLORADO SPRING CO 80919
00000000000000049839 WILSON 82 MUNROE ST ROXBURY MA 02119
00000000000000050534 WITKOWSKI 101 CENTER ST WARSAW NY 14569
00000000000000049946 WITTLING 213 VILLA NOVA PLACE MATAWAN NJ 07747
00000000000000048960 WOLFE 36 ELM STREET SOMERSET NJ 08873
00000000000000049249 WOLFE 38 CLIFTON ST PHELPS NY 14532
00000000000000050403 WOLFE 330 CHESTNUT AVE WOODLYNNE NJ 08107
00000000000000050482 WOODFIELD 7 VALLEY VIEW DR PENFIELD NY 14526
00000000000000049253 WOODS 112-05 201ST STREET JAMAICA NY 11412
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Due Curr Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000050538 63,200.00 63,200.00 0.80000 476.58 2/1/11
00000000000000049813 38,322.07 38,550.00 0.57000 351.82 1/1/16
00000000000000050113 30,048.88 30,234.00 0.70000 285.79 11/1/15
00000000000000050145 56,797.38 57,000.00 0.63000 494.3 1/1/16
00000000000000050313 102,750.00 102,750.00 0.75000 967.17 2/1/11
00000000000000050142 63,300.00 63,300.00 0.52000 544.94 2/1/16
00000000000000049378 41,913.63 42,000.00 0.79000 377.62 12/1/15
00000000000000049775 256,893.03 257,500.00 0.75000 2051.56 11/1/25
00000000000000050443 35,181.46 35,321.00 0.64000 333.87 12/1/15
00000000000000050122 85,040.00 85,040.00 0.62000 759.13 2/1/16
00000000000000049795 67,148.93 67,200.00 0.80000 516.24 1/1/11
00000000000000050165 41,870.51 42,000.00 0.73000 374.92 1/1/16
00000000000000050179 32,956.55 33,000.00 0.31000 253.51 11/1/10
00000000000000049448 46,610.56 46,900.00 0.70000 421.67 12/1/15
00000000000000049729 20,672.98 20,700.00 0.70000 166.41 12/1/10
00000000000000049859 88,080.64 88,333.00 0.59000 766.02 1/1/16
00000000000000049747 50,119.59 50,200.00 0.62000 451.34 12/1/15
00000000000000049832 35,750.02 36,000.00 0.72000 517.94 1/1/04
00000000000000049723 47,419.22 47,500.00 0.41000 467.48 12/1/10
00000000000000050631 39,051.73 39,300.00 0.73000 398.38 12/1/10
00000000000000049143 41,616.23 42,000.00 0.65000 413.35 11/1/10
00000000000000049004 46,638.39 47,036.00 0.78000 433.85 9/1/15
00000000000000049261 61,936.08 62,556.00 0.67000 566.87 10/1/15
00000000000000049290 39,344.69 39,781.00 0.63000 363.06 12/1/15
00000000000000049331 58,275.41 58,528.00 0.71000 449.62 12/1/10
00000000000000049469 53,603.88 53,923.00 0.51000 576.17 12/1/10
00000000000000049532 70,011.72 70,500.00 0.77000 633.86 12/1/15
00000000000000049820 12,412.53 12,500.00 0.73000 158.28 1/1/06
00000000000000050109 78,300.15 78,400.00 0.70000 705.46 11/1/25
00000000000000050331 63,200.00 63,200.00 0.73000 481.04 2/1/11
00000000000000048853 44,664.31 45,000.00 0.26000 480.83 11/1/10
00000000000000049839 51,905.53 52,000.00 0.58000 474.57 1/1/16
00000000000000050534 28,317.00 28,317.00 0.44000 263.77 2/1/16
00000000000000049946 53,536.19 54,190.00 0.48000 549.31 11/1/10
00000000000000048960 20,560.64 20,746.00 0.63000 186.53 9/1/15
00000000000000049249 26,813.06 27,000.00 0.54000 265.73 12/1/10
00000000000000050403 32,275.26 32,756.00 0.75000 405.96 12/1/05
00000000000000050482 55,306.00 55,306.00 0.51000 472.64 2/1/16
00000000000000049253 89,525.38 90,000.00 0.75000 780.48 12/1/15
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 25 OF 26
<PAGE> 71
ACCOUNT: 796 MORTGAGE LOAN SCHEDULE
ISSUE: HL9601 HOME LOAN 1996-1
<TABLE>
<CAPTION>
Loan Number Mortgager Name Prop. Address City State Zip
<S> <C> <C> <C> <C> <C>
00000000000000049156 WRIGHT 975 WAITE DR BOULDER CO 80503
00000000000000050017 WRIGHT 1315 IRVING ST SOUTH PLAINFIEL NJ 07080
00000000000000049513 ZAMBROTTO 97-12 81ST STREET OZONE PARK NY 11416
00000000000000050088 ZOLTEWICZ 101 APACHE DRIVE OLD FORGE PA 18518
00000000000000050652 ZYSKOWSKI 4W ROCK AVENUE NEW HAVEN CT 06515
Totals Loan Count=850
</TABLE>
<TABLE>
<CAPTION>
Curr Principal Orig Principal Due Curr Note Maturity Rem
Loan Number Balance Balance LTV Date Rate P-1 Pmt Date Term
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00000000000000049156 54,324.14 55,000.00 0.31000 557.52 11/1/10
00000000000000050017 50,535.95 50,764.00 0.80000 456.42 11/1/15
00000000000000049513 51,439.71 51,700.00 0.38000 448.34 12/1/15
00000000000000050088 76,934.91 76,967.00 0.65000 613.22 1/1/26
00000000000000050652 68,000.00 68,000.00 0.47000 512.78 2/1/11
<FN>
Totals Total Curr Prin Bal= 54,103,729.22 Total Orig Prin Bal= 54,357,512.00
</TABLE>
3/19/96 BANKERS TRUST COMPANY - MORTGAGE SECURITIES TRUST SERVICES PAGE 26 OF 26
<PAGE> 72
EXHIBIT C
OFFICER'S CERTIFICATE
C-2
<PAGE> 73
OFFICER'S CERTIFICATE
I, John M. Murphy, hereby certify that I am the duly elected
President of Home Loan and Investment Bank, F.S.B., a federal savings bank, (the
"Seller"), and further, to the best of my knowledge and after due inquiry, as
follows:
1. Attached hereto is a true and correct copy of the Charter,
By-laws and a Certificate of Good Standing of the Seller, all of which
are in full force and effect on the date hereof.
2. There are no actions, suits or proceedings pending (nor are
any actions, suits or proceedings threatened), against or affecting the
Seller which if adversely determined, individually or in the aggregate,
would adversely affect the Seller's obligations under the Unaffiliated
Seller's Agreement dated as of March 1, 1996 by and between the Seller
and Prudential Securities Secured Financing Corporation (the
"Depositor") (the "Unaffiliated Seller's Agreement"), or the Pooling
and Servicing Agreement dated as of March 1, 1996 among the Seller, as
Servicer, Bankers Trust Company of California, N.A., as Trustee and,
Prudential Securities Secured Financing Corporation, as Depositor (the
"Pooling and Servicing Agreement").
3. Each person who, as an officer or representative of the
Seller, signed (a) the Unaffiliated Seller's Agreement, (b) the Pooling
and Servicing Agreement, and (c) any other document delivered prior
hereto or on the date thereof in connection with the purchase described
in the Unaffiliated Seller's Agreement and in connection with the
Pooling and Servicing Agreement, was, at the respective times of such
signing and delivery, and is now duly elected or appointed, qualified
and acting as such officer or representative, and the signatures of
such persons appearing on such documents are their genuine signatures
and set forth below is a true specimen of their signatures:
<PAGE> 74
<TABLE>
<CAPTION>
Name Office Signature
---- ------ ---------
<S> <C> <C>
John M. Murphy President ______________________
Edwin Furtado Executive Vice
President and
Secretary ______________________
</TABLE>
4. Each of the Mortgage Loans referred to in the Unaffiliated
Seller's Agreement and the Pooling and Servicing Agreement was
originated or acquired by the Seller.
5. Attached hereto is a certified true copy of the resolutions
of the board of directors of the Seller with respect to the sale of the
Mortgage Loans owned by the Seller subject to the Unaffiliated Seller's
Agreement and the Pooling and Servicing Agreement which resolutions
have not been amended and remain in full force and effect as of the
date hereof.
6. All payments received with respect to the Mortgage Loans
after the Cut-Off Date have been remitted to the Servicer for deposit
into the Certificate Account.
Capitalized terms not otherwise defined herein have the meanings set
forth in the Pooling and Servicing Agreement.
2
<PAGE> 75
IN WITNESS WHEREOF, I have hereunto signed my name and affixed
the seal of the Seller.
Dated: March 20, 1996 ________________________________
Name: John M. Murphy
Title: President
[Seal]
I, Edwin Furtado, Secretary of Home Loan and Investment Bank,
F.S.B. ("Seller"), hereby certify that John M. Murphy is the duly elected,
qualified and acting President of the Seller and that the signature appearing
above is his genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: March 20, 1996 ________________________________
Name: Edwin Furtado
Title: Executive Vice
President and
Secretary
3
<PAGE> 76
EXHIBIT D
OPINION OF COUNSEL
TO UNAFFILIATED SELLER
D-1
<PAGE> 77
March 20, 1996
Bankers Trust Company of California, Financial Security Assurance Inc.
N.A., as Trustee 350 Park Avenue
3 Park Plaza New York, New York 10007
Irvine, California 92714
Moody's Investors Service, Inc. Prudential Securities Secured
99 Church Street Financing Corporation
New York, New York 10007 199 Water Street
New York, New York 10292
Prudential Securities Incorporated Standard & Poor's, a Division of
One Seaport Plaza The McGraw-Hill Companies, Inc.
New York, New York 10292 25 Broadway
New York, New York 10004
Prudential Securities Secured Financing Corporation
Mortgage Pass-Through Certificates
Series 1996-1 (Home Loan and Investment Bank. F.S.B.)
Gentlemen:
We have acted as counsel to Home Loan and Investment Bank,
F.S.B. (the "Bank") with respect to the sale by the Bank of ownership interests
in certain one-to four-family fixed-rate, conventional first and second lien
residential mortgage loans to Prudential Securities Secured Financing
Corporation ("PSSFC") pursuant to an Unaffiliated Seller's Agreement (the
"Unaffiliated Seller's Agreement"), dated as of March l, 1996 between the Bank
and PSSFC, and the issuance and sale by PSSFC of its Mortgage Pass-Through
Certificates, Series 1996-1, Class A-1, Class A-2, Class A-3 and Class R (the
"Certificates"). The Certificates were issued pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), among the Bank as
servicer, PSSFC as depositor and Bankers Trust Company of California, N.A. as
trustee. The Bank also entered into the Indemnification Agreement (the
"Indemnification Agreement"), dated as of March 20, 1996, between the Bank,
PSSFC, Prudential Securities Incorporated ("PSI") and Financial Security
Assurance Inc. ("FSA"), and the Insurance and Indemnity Agreement (the
"Indemnity Agreement"), dated as of March 20, 1996 among the Bank, PSSFC and FSA
(the Unaffiliated Seller's Agreement, the Pooling and Servicing Agreement, the
Indemnification Agreement and the Indemnity Agreement, together, the
"Agreements"). Capitalized terms not otherwise defined herein have the meanings
set forth in the Agreements.
The Class A Certificates evidence undivided fractional
ownership interests in the Trust Fund and in the aggregate evidence ownership of
the entire Trust Fund other than the
<PAGE> 78
March 20, 1996
Page 2
ownership interests evidenced by the Class R Certificates. The Class R
Certificates evidence the residual interest in the Trust Fund and are
effectively subordinated to the Class R Certificates in right to payment by
operation and to the extent of the Spread Account. The Class A Certificates are
also entitled to the benefits of the Financial Guaranty Insurance Policy issued
by Financial Security Assurance Inc. with respect to amounts required to be
available for distribution thereon.
As such counsel, we have examined original or reproduced or
certified copies of the charter and bylaws of the Bank, as amended to date,
records of actions taken by the Board of Directors of the Bank and copies of the
Agreements, the Certificates and the Prospectus Supplement dated March 14, 1996
(the "Prospectus Supplement") to the Prospectus dated August 4, 1995 and
relating to the Class A Certificates. As to matters of fact, we have examined
and relied upon representations of the Bank contained in the Agreements and
various certificates delivered in connection with the Agreements and, where we
have deemed appropriate, written representations or certifications of officers
of the Bank or public officials. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
documents submitted to us as copies. We have assumed, except as to the Bank,
that all parties had the corporate power and authority to enter into and perform
all obligations thereunder. As to such parties, we also have assumed the due
authorization by all requisite corporate action, the due execution and delivery
and the enforceability of such documents. We have also assumed the conformity of
the Mortgage Notes, the Mortgages and other documents in the Mortgage Files to
the requirements of the Agreements.
In rendering this opinion letter, we do not express any
opinion concerning any law other than the federal law of the United States and
the law of the State of New York. We do not express any opinion on (i) the
Pooling and Servicing Agreement insofar as it relates to the Residual Trust Fund
or the Pledge Agreement, or (ii) the Pledge Agreement. We do not express any
opinion on any issue not expressly addressed below.
Based upon the foregoing, we are of the opinion that each of
the Agreements has been duly and validly authorized, executed and delivered by
the Bank and, upon due authorization, execution and delivery by the other
parties thereto, will constitute the valid, legal and binding agreement of the
Bank, enforceable against the Bank in accordance with its terms, except as
enforceability may be limited by (i) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting the
enforcement of the rights of creditors, (ii) general principles of equity,
whether enforcement is sought in a proceeding in equity or at law, and (iii)
public policy considerations underlying the securities laws, to the extent that
such public policy considerations limit the enforceability of the provisions of
the Unaffiliated Seller's Agreement and the Indemnity Agreement which purport to
provide indemnification from securities law liabilities.
<PAGE> 79
March 20, 1996
Page 3
No consent, approval, authorization or order of any State of
New York or federal court or other governmental authority is required for the
consummation by the Bank of the transactions contemplated by the Agreements,
except such as may be required under the blue sky or other securities laws of
any jurisdiction in connection with any offer or sale of the Certificates.
This opinion letter is rendered for the sole benefit of each
person or entity to which it is addressed, and no other person or entity is
entitled to rely hereon. Copies of this opinion letter may not be furnished to
any other person or entity, nor may any portion of this opinion letter be
quoted, circulated or referred to in any other document, without our prior
written consent.
Very truly yours,
THACHER PROFITT & WOOD
By
<PAGE> 1
CONSENT of INDEPENDENT ACCOUNTANTS
----------------
We consent to the incorporation by reference in this Prospectus Supplement dated
March 14, 1996 (to Prospectus dated August 4, 1995) of Prudential Securities
Secured Financing Corporation relating to Mortgage Pass-Through Certificates,
Series 1996-1 of our report dated January 16, 1995 on our audits of the
consolidated financial statements of Financial Security Assurance Inc. and
Subsidiaries.
COOPERS & LYBRAND L.L.P.
New York, New York
March 19, 1996
