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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) November 30, 1998
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-51279 13-3633241
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
245 Park Avenue
New York, New York 10167
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (212) 272-2000
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as of November 1,
1998 among Structured Asset Mortgage Investments Inc., as depositor, Norwest
Bank Minnesota, N.A., as master servicer, Provident Funding Associates, L.P., as
servicer and The First National Bank of Chicago, as trustee.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
Registrant by the undersigned thereunto duly
authorized.
STRUCTURED ASSET MORTGAGE
INVESTMENTS INC.
By: /s/ Mary Haggerty
---------------------------
Name: Mary Haggerty
Title: Managing Director
Dated: December 15, 1998
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EXHIBIT INDEX
Item 601 (a) of Sequentially
Exhibit Regulation S-K Numbered
Number Exhibit No. Description Page
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1 4 Pooling and Servicing 5
Agreement
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EXHIBIT
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STRUCTURED ASSET MORTGAGE INVESTMENTS INC.,
Depositor,
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Master Servicer
PROVIDENT FUNDING ASSOCIATES, L.P.,
Servicer
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
---------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 1998
---------------------------------
Mortgage Pass-Through Certificates
Series 1998-11
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS
1.01. Defined Terms..................................................2
Accrued Certificate Interest..........................................2
Advance .............................................................3
Agreement.............................................................3
Anniversary...........................................................3
Assignment............................................................3
Available Distribution Amount.........................................3
Bankruptcy Amount.....................................................4
Bankruptcy Code.......................................................4
Bankruptcy Loss.......................................................4
Book-Entry Certificate................................................4
Business Day..........................................................4
Cash Liquidation......................................................5
Certificate...........................................................5
Certificate Account...................................................5
Certificate Account Deposit Date......................................5
Certificateholder or Holder...........................................5
Certificate Owner.....................................................5
Certificate Principal Balance.........................................6
Certificate Register..................................................6
Class .............................................................6
Class A Certificate...................................................6
Class B Certificate...................................................6
Class B Percentage....................................................6
Class B-1 Certificate.................................................6
Class B-1 Percentage..................................................7
Class B-2 Certificate.................................................7
Class B-2 Percentage..................................................7
Class B-2 Prepayment Distribution Trigger.............................7
Class B-3 Certificate.................................................7
Class B-3 Percentage..................................................7
Class B-3 Prepayment Distribution Trigger.............................8
Class B-4 Certificate.................................................8
Class B-4 Percentage..................................................8
Class B-4 Prepayment Distribution Trigger.............................8
Class B-5 Certificate.................................................8
Class B-5 Percentage..................................................9
Class B-5 Prepayment Distribution Trigger.............................9
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Class B-6 Certificate.................................................9
Class B-6 Percentage..................................................9
Class B-6 Prepayment Distribution Trigger.............................9
Class PO Certificate..................................................9
Class PO Collection Shortfalls.......................................10
Class ............................................................10
Class R Certificate..................................................10
Class X Certificate..................................................10
Closing Date.........................................................10
Code ............................................................10
Collateral Value.....................................................10
Commission...........................................................10
Compensating Interest................................................10
Corporate Trust Office...............................................10
Credit Support Depletion Date........................................10
Curtailment..........................................................11
Custodial Account....................................................11
Custodial Agreement..................................................11
Custodian............................................................11
Cut-off Date.........................................................11
Debt Service Reduction...............................................11
Deceased Owner.......................................................11
Defaulted Mortgage Loan..............................................11
Deficient Valuation..................................................11
Definitive Certificate...............................................11
Deleted Mortgage Loan................................................11
Depositor............................................................12
Depository...........................................................12
Depository Participant...............................................12
Determination Date...................................................12
Discount Fraction....................................................12
Discount Mortgage Loan...............................................12
Disqualified Organization............................................12
Distribution Date....................................................13
Due Date ............................................................13
Due Period...........................................................13
Eligible Account.....................................................13
Eligible Funds.......................................................13
Event of Default.....................................................14
Excess Bankruptcy Loss...............................................14
Excess Fraud Loss....................................................14
Excess Special Hazard Loss...........................................14
Extraordinary Events.................................................14
Extraordinary Losses.................................................15
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FDIC ............................................................15
Final Disposition....................................................15
Fitch ............................................................15
Freddie Mac..........................................................15
Fannie Mae...........................................................15
Fraud Loss Amount....................................................15
Fraud Losses.........................................................16
Funding Date.........................................................16
Individual Retail Lottery Certificate................................16
Initial Certificate Principal Balance................................16
Initial Notional Amount..............................................16
Insurance Policy.....................................................16
Insurance Proceeds...................................................16
Late Collections.....................................................16
Liquidation Proceeds.................................................16
Living Owner.........................................................16
Loan-to-Value Ratio..................................................17
Lockout Distribution Percentage......................................17
Lost Note Affidavit..................................................17
Master Servicer......................................................17
Master Servicing Fee Rate............................................17
Master Servicing Fee.................................................17
Maturity Date........................................................17
Monthly Payment......................................................17
Mortgage ............................................................18
Mortgage File........................................................18
Mortgage Loan........................................................18
Mortgage Loan Accrued Interest.......................................18
Mortgage Loan Purchase Agreement.....................................18
Mortgage Loan Schedule...............................................18
Mortgage Note........................................................19
Mortgage Rate........................................................19
Mortgaged Property...................................................19
Mortgagor............................................................19
Net Mortgage Rate....................................................20
Non-Discount Mortgage Loans..........................................20
Nonrecoverable Advance...............................................20
Non-United States Person.............................................20
Notional Amount......................................................20
Officer's Certificate................................................20
Opinion of Counsel...................................................20
Original Senior Percentage...........................................20
OTS ............................................................21
Outstanding Mortgage Loan............................................21
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Ownership Interest...................................................21
Pass-Through Rate....................................................21
Percentage Interest..................................................21
Permitted Investment.................................................21
Permitted Transferee.................................................23
Person ............................................................23
Pool Strip Rate......................................................23
Premium Mortgage Loan................................................23
Prepayment Assumption................................................23
Prepayment Distribution Percentage...................................23
Prepayment Distribution Trigger......................................24
Prepayment Interest Shortfall........................................24
Prepayment Period....................................................25
Primary Hazard Insurance Policy......................................25
Primary Insurance Policy.............................................25
Principal Only Certificates..........................................25
Principal Prepayment.................................................25
Principal Prepayment in Full.........................................25
Protected Account....................................................25
Purchase Price.......................................................25
Qualified Insurer....................................................25
Qualified Substitute Mortgage Loan...................................26
Random Lot...........................................................26
Rating Agency........................................................26
Realized Loss........................................................27
Record Date..........................................................27
Regular Certificate..................................................27
Relief Act...........................................................27
Remainder Retail Certificates........................................27
REMIC ............................................................27
REMIC Provisions.....................................................27
Remittance Report....................................................28
REO Acquisition......................................................28
REO Disposition......................................................28
REO Imputed Interest.................................................28
REO Proceeds.........................................................28
REO Property.........................................................28
Request for Release..................................................28
Residual Certificate.................................................28
Responsible Officer..................................................28
Retail Lottery Certificates..........................................28
Rounding Account.....................................................29
Rounding Amount......................................................29
Seller ............................................................29
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Senior Accelerated Distribution Percentage...........................29
Senior Certificate...................................................30
Senior Interest Distribution Amount..................................30
Senior Percentage....................................................30
Senior Principal Distribution Amount.................................30
Servicer ............................................................30
Servicer Remittance Date.............................................30
Servicing Account....................................................31
Servicing Advances...................................................31
Servicing Fee........................................................31
Servicing Fee Rate...................................................31
Servicing Officer....................................................31
Single Certificate...................................................31
Special Hazard Amount................................................31
Special Hazard Loss..................................................32
Special Hazard Percentage............................................32
Standard & Poor's....................................................32
Startup Day..........................................................32
Stated Principal Balance.............................................33
Subordinate Certificate..............................................33
Subordinate Percentage...............................................33
Subordinate Principal Distribution Amount............................33
Tax Returns..........................................................33
Transfer ............................................................34
Transferor...........................................................34
Trustee ............................................................34
Trust Fund...........................................................34
Uninsured Cause......................................................34
United States Person.................................................34
Variable Strip Certificates..........................................35
Voting Rights........................................................35
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
2.01. Conveyance of Mortgage Loans.......................................36
2.02. Acceptance of the Trust Fund by the Trustee........................39
2.03. Representations, Warranties and Covenants of the Master Servicer...40
2.04. Representations and Warranties of the Seller.......................42
2.05. Issuance of Certificates Evidencing Interests in the Trust Fund....44
2.06 Representations, Warranties and Covenants of the Servicer..........44
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ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST FUND
<S> <C> <C> <C>
3.01 Duties of the Master Servicer..................................................................47
3.02 Monitoring of the Servicer's Performance.......................................................47
3.03. Master Servicer Fidelity Bond and Master Servicer Errors and Omissions
Insurance Policy...............................................................................48
3.04 Master Servicer's Financial Statements and Related Information.................................48
3.05. Servicer to Act as Servicer....................................................................48
3.06. Collection of Certain Mortgage Loan Payments...................................................49
3.07. Protected Accounts.............................................................................51
3.08. Collection of Taxes, Assessments and Similar Items; Servicing Accounts.........................51
3.09. Deposits in the Protected Account..............................................................51
3.10. Permitted Withdrawals From the Protected Account...............................................52
3.11. Custodial Account..............................................................................54
3.12. Maintenance of Primary Hazard Insurance. ......................................................54
3.13. Enforcement of Due-on-Sale Clauses; Assumption Agreements......................................56
3.14. Realization Upon Defaulted Mortgage Loans......................................................58
3.15. Trustee to Cooperate; Release of Mortgage Files................................................59
3.16. Master Servicing and Servicing Compensation....................................................60
3.17. Maintenance of Certain Servicing Policies......................................................60
3.18. Annual Statement as to Compliance..............................................................61
3.19. Annual Independent Public Accountants' Servicing Statement.....................................61
3.20. Access to Certain Documentation................................................................62
3.21. Title, Conservation and Disposition of REO Property............................................62
3.22. Additional Obligations of the Master Servicer..................................................65
3.23. Additional Obligations of the Depositor........................................................65
3.24. Periodic Filings with the Securities and Exchange Commission; Additional
Information....................................................................................65
3.25 Removal of Servicer; Resignation of Servicer...................................................66
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
4.01. Certificate Account; Distributions.............................................................68
4.02. Statements to Certificateholders...............................................................78
4.03. Remittance Reports; Advances by the Servicer...................................................80
4.04. Allocation of Realized Losses..................................................................81
4.05. Information Reports to Be Filed by the Servicer................................................82
4.06. Compliance with Withholding Requirements.......................................................82
4.07. Rounding Account...............................................................................83
4.08. Principal Distributions on the Retail Lottery Certificates.....................................83
</TABLE>
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ARTICLE V
THE CERTIFICATES
<S> <C> <C> <C>
5.01. The Certificates...............................................................................89
5.02. Registration of Transfer and Exchange of Certificates..........................................91
5.03. Mutilated, Destroyed, Lost or Stolen Certificates..............................................96
5.04. Persons Deemed Owners..........................................................................96
ARTICLE VI
THE MASTER SERVICER AND THE SERVICER
6.01. Liability of the Master Servicer and the Servicer..............................................97
6.02. Merger, Consolidation or Conversion of the Master Servicer or the Servicer
..............................................................................................97
6.03. Limitation on Liability the Master Servicer, the Servicer and Others...........................97
6.04. Limitation on Resignation of the Master Servicer...............................................98
6.05. Sale and Assignment of Master Servicing........................................................98
ARTICLE VII
DEFAULT
7.01. Events of Default.............................................................................100
7.02. Trustee to Act; Appointment of Successor......................................................102
7.03. Notification to Certificateholders............................................................103
7.04. Waiver of Events of Default...................................................................103
7.05. List of Certificateholders....................................................................103
ARTICLE VIII
CONCERNING THE TRUSTEE
8.01. Duties of Trustee.............................................................................104
8.02. Certain Matters Affecting the Trustee.........................................................105
8.03. Trustee Not Liable for Certificates or Mortgage Loans.........................................107
8.04. Trustee May Own Certificates..................................................................107
8.05. Trustee's Fees; Indemnification of Trustee....................................................107
8.06. Eligibility Requirements for Trustee..........................................................108
8.07. Resignation and Removal of the Trustee........................................................108
8.08. Successor Trustee.............................................................................109
8.09. Merger or Consolidation of Trustee............................................................110
8.10. Appointment of Co-Trustee or Separate Trustee.................................................110
8.11. Appointment of Custodians.....................................................................111
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ARTICLE IX
TERMINATION
<S> <C> <C> <C>
9.01. Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon
Purchase of Certificates......................................................................112
9.02. Additional Termination Requirements...........................................................114
ARTICLE X
REMIC PROVISIONS
10.01. REMIC Administration..........................................................................116
10.02. Prohibited Transactions and Activities........................................................118
10.03. Master Servicer, Servicer and Trustee Indemnification.........................................119
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.01. Amendment.....................................................................................120
11.02. Recordation of Agreement; Counterparts........................................................121
11.03. Limitation on Rights of Certificateholders....................................................122
11.04. Governing Law.................................................................................123
11.05. Notices.......................................................................................123
11.06. Severability of Provisions....................................................................123
11.07. Successors and Assigns; Third Party Beneficiary...............................................123
11.08. Article and Section Headings..................................................................124
11.09. Notice to Rating Agencies.....................................................................124
</TABLE>
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Signatures
Acknowledgments
<S> <C>
Exhibit A-1 Form of Class A Certificate
Exhibit A-2 Form of Class X Certificate and Class PO Certificate
Exhibit A-3 Form of Class R Certificate
Exhibit B Form of Class B Certificate
Exhibit C Form of Custodial Agreement
Exhibit D Form of Remittance Report
Exhibit E Request for Release
Exhibit F-1 Form of Investor Representation Letter
Exhibit F-2 Form of Transferor Representation Letter
Exhibit F-3 Form of Rule 144A Investment Representation
Exhibit F-4 Transferor Certificate for Transfers of Residual Certificates
Exhibit F-5 Transfer Affidavit and Agreement for Transfers of Residual Certificates
Exhibit F-6 Form of ERISA Representation Letter
Exhibit G Mortgage Loan Schedule
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Exhibit H Pricing and Prepayment Certificate
Exhibit I Schedule of Discount Fractions
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This Pooling and Servicing Agreement (the "Agreement"), dated
and effective as of November 1, 1998, among Structured Asset Mortgage
Investments Inc., as depositor (the "Depositor"), Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), Provident
Funding Associates, L.P., as servicer (the "Servicer") and The First National
Bank of Chicago, as trustee (the "Trustee").
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
multiple classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans (as defined herein). As provided
herein, the Trustee will make an election to treat the entire segregated pool of
assets described in the definition of Trust Fund (as defined herein), and
subject to this Agreement (including the Mortgage Loans), as a real estate
mortgage investment conduit (a "REMIC") for federal income tax purposes. The
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class X, Class PO, Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates will
be "regular interests" in the REMIC, and the Class R Certificates will be the
sole class of "residual interests" therein for purposes of the REMIC Provisions
(as defined herein) under federal income tax law.
The following table sets forth the designation, initial
Pass-Through Rate, aggregate initial Certificate Principal Balance and certain
features for each Class of Certificates comprising the certificated interests in
the Trust Fund created hereunder.
<TABLE>
<CAPTION>
AGGREGATE INITIAL
CERTIFICATE
PRINCIPAL INITIAL
PASS-THROUGH BALANCE/NOTIONAL MATURITY RATINGS
DESIGNATION TYPE RATE AMOUNT FEATURES DATE S&P FITCH
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<S> <C> <C> <C> <C> <C> <C> <C>
Class A-1 Senior 6.75% $ 152,789,379.00 Senior January 25, 2029 AAA AAA
Class A-2 Senior 6.75% $ 8,996,934.00 Senior January 25, 2029 AAA AAA
Class A-3 Senior 6.75% $ 3,142,585.00 Senior January 25, 2029 AAA AAA
Class A-4 Senior 6.50% $ 1,000,000.00 Senior January 25, 2029 AAA AAA
Class A-5 Senior 7.00% $ 1,000,000.00 Senior January 25, 2029 AAA AAA
Class A-6 Senior 6.75% $ 3,014,797.00 Senior January 25, 2029 AAA AAA
Class A-7 Senior 6.75% $ 197,146.00 Senior January 25, 2029 AAA AAA
Class A-8 Senior 7.00% $ 8,951,364.00 Senior January 25, 2029 AAA AAA
Class A-9 Senior 7.00% $ 5,116,537.00 Senior/Retail Lottery January 25, 2029 AAA AAA
Class A-10 Senior 7.00% $ 2,999,527.00 Senior/Retail Lottery January 25, 2029 AAA AAA
Class A-11 Senior 7.00% $ 1,271,407.00 Senior January 25, 2029 AAA AAA
Class A-12 Senior (1) $ 679,216.00 Senior/Principal Only January 25, 2029 AAAr AAA
Class A-13 Senior 6.75% $ 20,000,000.00 Senior January 25, 2029 AAA AAA
Class A-14 Senior 6.50% $ 546,386.00 Senior/Retail Lottery January 25, 2029 AAA AAA
Class A-15 Senior 6.50% $ 540,367.00 Senior/Retail Lottery January 25, 2029 AAA AAA
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Class A-16 Senior 7.00% $ 540,366.00 Senior/Retail Lottery January 25, 2029 AAA AAA
Class A-17 Senior 7.00% $ 546,386.00 Senior/Retail January 25, 2029 AAA AAA
Class A-18 Senior 6.75% $ 24,757,903.00 Senior/Lockout January 25, 2029 AAA AAA
Class X Senior Variable Rate $ (2) Senior/Interest Only January 25, 2029 AAAr AAA
Class PO Senior (1) $ 347,489.44 Senior/Principal Only January 25, 2029 AAAr AAA
Class R Senior 6.75% $ 100.00 Senior/Residual January 25, 2029 AAA AAA
Class B-1 Subordinate 6.75% $ 4,704,000.00 Subordinate January 25, 2029 N/A AA
Class B-2 Subordinate 6.75% $ 2,599,600.00 Subordinate January 25, 2029 N/A A
Class B-3 Subordinate 6.75% $ 1,485,500.00 Subordinate January 25, 2029 N/A BBB
Class B-4 Subordinate 6.75% $ 866,500.00 Subordinate January 25, 2029 N/A BB
Class B-5 Subordinate 6.75% $ 619,000.00 Subordinate January 25, 2029 N/A B
Class B-6 Subordinate 6.75% $ 866,541.06 Subordinate January 25, 2029 N/A N/A
</TABLE>
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(1) This Class pays only principal.
(2) Based on the Notional Amount.
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity date for
the Mortgage Loan with the latest maturity date in the Mortgage Pool has been
designated as the "latest possible maturity date" for
the Certificates.
As of the Cut-off Date, the Mortgage Loans have an aggregate Stated
Principal Balance equal to $247,579,030.50.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article.
"Accrued Certificate Interest": With respect to each
Distribution Date, (a) as to any Certificate other than the Variable Strip
Certificates and the Principal Only Certificates, one month's interest accrued
at the related Pass-Through Rate on the Certificate Principal Balance
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thereof immediately prior to such Distribution Date; and (b) as to any Variable
Strip Certificate, one month's interest accrued at the then applicable
Pass-Through Rate on the related Notional Amount thereof immediately prior to
such Distribution Date. Accrued Certificate Interest will be calculated on the
basis of a 360-day year consisting of twelve 30-day months. In each case Accrued
Certificate Interest on any Class of Certificates will be reduced by the amount
of (i) Prepayment Interest Shortfalls, if any, which are not covered by the
Servicer or the Master Servicer with a payment of Compensating Interest pursuant
to Section 3.22 with respect to such Distribution Date, (ii) the interest
portion (adjusted to the related Net Mortgage Rate) of Realized Losses
(including Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one or more Classes of
Certificates pursuant to Section 4.04 and (iii) any other interest shortfalls
not covered by the subordination provided by the Class B Certificates, including
interest that is not collectible from the Mortgagor pursuant to the Relief Act
or similar legislation or regulations as in effect from time to time with all
such reductions allocated among all of the Certificates in proportion to their
respective amounts of Accrued Certificate Interest payable on such Distribution
Date which would have resulted absent such reductions. In addition to that
portion of the reductions described in the preceding sentence that are allocated
to any Class of Class B Certificates, Accrued Certificate Interest on any Class
of the Class B Certificates, as applicable, will be reduced by the interest
portion (adjusted to the related Net Mortgage Rate) of the portion of Realized
Losses that are allocated solely to the Class B Certificates, as applicable,
pursuant to Section 4.04. The Principal Only Certificates do not have a
Pass-Through Rate and are not entitled to Accrued Certificate Interest.
"Advance": As to any Mortgage Loan, any advance made by the
Servicer or the Master Servicer on any Distribution Date pursuant to Section
4.03.
"Agreement": This Pooling and Servicing Agreement and all
amendments hereof.
"Anniversary": Each anniversary of November 1, 1998.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage.
"Available Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of (i) the balance on deposit
in the Protected Account as of the close of business on the related
Determination Date and (ii) the aggregate amount of any Advances made and all
amounts required to be paid by the Master Servicer or the Servicer pursuant to
Sections 3.12, 3.22 and 4.03 by deposits into the Custodial Account, reduced by
(b) the sum, as of the close of business on the related Determination Date, of
(i) Monthly Payments collected but due during a Due Period subsequent to the Due
Period ending on the first day of the month of the related Distribution Date,
(ii) all interest or other income earned on deposits in the Custodial
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Account, the Certificate Account or the Protected Account, (iii) any other
amounts reimbursable or payable to the Master Servicer or the Servicer pursuant
to Section 3.10, (iv) the Master Servicing Fee and Servicing Fee payable on such
Distribution Date and (v) Insurance Proceeds, Liquidation Proceeds, Principal
Prepayments, REO Proceeds and the proceeds of Mortgage Loan purchases made
pursuant to Section 2.02, 2.04, 3.13 or 3.21, in each case received or made in
the month of such Distribution Date.
"Bankruptcy Amount": As of any date of determination prior to
the first Anniversary, an amount equal to the excess, if any, of (A) $100,000
over (B) the aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section 4.04. As of any
date of determination on or after the first Anniversary, an amount equal to the
excess, if any, of the lesser of (a) the Bankruptcy Amount calculated as of the
close of business on the Business Day immediately preceding the most recent
Anniversary coinciding with or preceding such date of determination (or, if such
date of determination is an Anniversary, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the "Relevant
Anniversary") and (b) the greater of (i) $100,000 and (ii) 0.0006 times the
aggregate principal balance of all the Mortgage Loans in the Mortgage Pool as of
the Relevant Anniversary having a Loan-to-Value Ratio at origination which
exceeds 75%.
The Bankruptcy Amount may be further reduced by the Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
"Bankruptcy Code": The Bankruptcy Code of 1978, as amended.
"Bankruptcy Loss": With respect to any Mortgage Loan, a
Deficient Valuation or Debt Service Reduction as reported by the Servicer to the
Master Servicer or by any other party hereto.
"Book-Entry Certificate": Any Certificate registered in the
name of the Depository or its nominee.
"Business Day": Any day other than a Saturday, a Sunday or a
day on which banking institutions in Maryland, Minnesota, Illinois, California
or New York (and such other state or states in which the Custodial Account or
the Certificate Account are at the time located) or in the city in which the
Corporate Trust Office of the Trustee is located are authorized or obligated by
law or executive order to close.
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"Cash Liquidation": As to any Defaulted Mortgage Loan other
than a Mortgage Loan as to which an REO Acquisition occurred, a determination by
the Servicer that it has received all Insurance Proceeds, Liquidation Proceeds
and other payments or cash recoveries which the Servicer reasonably and in good
faith expects to be finally recoverable with respect to such Mortgage Loan.
"Certificate": Any Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-ll,
Class A-12, Class A-13, Class A- 14, Class A-15, Class A-16, Class A-17, Class
A-18, Class X, Class PO, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5,
Class B-6 or Class R Certificate.
"Certificate Account": The trust account or accounts created
and maintained pursuant to Section 4.01, which shall be entitled "The First
National Bank of Chicago, in trust for registered holders of Structured Asset
Mortgage Investments Inc., Mortgage Pass-Through Certificates, Series 1998-11",
and which account or accounts must each be an Eligible Account.
"Certificate Account Deposit Date": With respect to any
Distribution Date, the Business Day immediately preceding such Distribution
Date.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that, only a
Permitted Transferee shall be a holder of a Residual Certificate for any
purposes hereof and, solely for the purposes of giving any consent pursuant to
this Agreement, any Certificate registered in the name of the Depositor, the
Master Servicer or the Servicer or any affiliate thereof shall be deemed not to
be outstanding and the Voting Rights to which such Certificate is entitled shall
not be taken into account in determining whether the requisite percentage of
Voting Rights necessary to effect any such consent has been obtained, except as
otherwise provided in Section 11.01. The Trustee shall be entitled to rely upon
a certification of the Depositor, the Master Servicer or the Servicer in
determining if any Certificates are registered in the name of the respective
affiliate. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.
"Certificate Owner": With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Certificate, as reflected on the
books of an indirect participating brokerage firm for which a Depository
Participant acts as agent, if any, and otherwise on the books of a Depository
Participant, if any, and otherwise on the books of the Depository.
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"Certificate Principal Balance": With respect to any
Certificate other than a Variable Strip Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Certificate as specified on the face thereof, minus (ii) the sum of (a)
the aggregate of all amounts previously distributed with respect to such
Certificates (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.01, and (b) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.04. With
respect to each Class B Certificate, on any date of determination, an amount
equal to (i) the Initial Certificate Principal Balance of such Class B
Certificate as specified on the face thereof, minus (ii) the sum of (x) the
aggregate of all amounts previously distributed with respect to such Certificate
(or any predecessor Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.01 and (y) the aggregate of all reductions
in Certificate Principal Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such Certificate (or any
predecessor Certificate) pursuant to Section 4.04; provided, that the
Certificate Principal Balance of each Class B Certificate of those Class B
Certificates outstanding with the highest numerical designation at any given
time shall be calculated to equal the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Stated Principal
Balance of the Mortgage Loans over (B) the then aggregate Certificate Principal
Balance of all other Classes of Certificates then outstanding. The Variable
Strip Certificates have no Certificate Principal Balance.
"Certificate Register": The register maintained pursuant to
Section 5.02.
"Class": Collectively, all of the Certificates bearing the
same designation.
"Class A Certificate": Any one of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9,
Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class
A-16, Class A-17 or Class A-18 Certificates, each executed, authenticated and
delivered by the Trustee substantially in the form annexed hereto as Exhibit A-1
and each evidencing an interest designated as a "regular interest" in the REMIC
for purposes of the REMIC Provisions.
"Class B Certificate": Any of the Class B-1 Certificates,
Class B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class
B-5 Certificates or Class B-6 Certificates.
"Class B Percentage": The Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage and
Class B-6 Percentage.
"Class B-1 Certificate": Any one of the Class B-1 Certificates
executed, authenticated and delivered by the Trustee substantially in the form
annexed hereto as Exhibit B,
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subordinate to the Senior Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section 4.04 and evidencing an
interest designated as a "regular interest" in
the REMIC for purposes of the REMIC Provisions.
"Class B-1 Percentage": With respect to any Distribution Date,
the lesser of 100% and a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Class B-1
Certificates immediately prior to such Distribution Date and the denominator of
which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or
related REO Properties) (other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such Distribution Date).
"Class B-2 Certificate": Any one of the Class B-2 Certificates
executed, authenticated and delivered by the Trustee substantially in the form
annexed hereto as Exhibit B, subordinate to the Senior Certificates and Class
B-1 Certificates with respect to distributions and the allocation of Realized
Losses as set forth in Section 4.04 and evidencing an interest designated as a
"regular interest" in the REMIC for purposes of the REMIC Provisions.
"Class B-2 Percentage": With respect to any Distribution Date,
the lesser of 100% and a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Class B-2
Certificates immediately prior to such Distribution Date and the denominator of
which is the aggregate Stated Principal Balance of all of the Mortgage Loans
(and related REO Properties) (other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such Distribution Date.
"Class B-2 Prepayment Distribution Trigger": With respect to
any Distribution Date, a test that shall be satisfied if the fraction (expressed
as a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class
B-5 Certificates and Class B-6 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (and related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 2.60%.
"Class B-3 Certificate": Any one of the Class B-3 Certificates
executed, authenticated and delivered by the Trustee substantially in the form
annexed hereto as Exhibit B, subordinate to the Senior Certificates, Class B-1
Certificates and Class B-2 Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section 4.04 and evidencing an
interest designated as a "regular interest" in the REMIC for purposes of the
REMIC Provisions.
"Class B-3 Percentage": With respect to any Distribution Date,
the lesser of 100% and a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate
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Principal Balance of the Class B-3 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans (and related REO Properties) (other than
the related Discount Fraction of each Discount Mortgage
Loan) immediately prior to such Distribution Date.
"Class B-3 Prepayment Distribution Trigger": With respect to
any Distribution Date, a test that shall be satisfied if the fraction (expressed
as a percentage) equal to the aggregate Certificate Principal Balance of the
Class B-3 Certificates, Class B-4 Certificates, Class B-5 Certificates and Class
B-6 Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 1.55%.
"Class B-4 Certificate": Any one of the Class B-4 Certificates
executed, authenticated and delivered by the Trustee substantially in the form
annexed hereto as Exhibit B, subordinate to the Senior Certificates, Class B-1
Certificates, Class B-2 Certificates and Class B-3 Certificates with respect to
distributions and allocation of Realized Losses as set forth in Section 4.04 and
evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
"Class B-4 Percentage": With respect to any Distribution Date,
the lesser of 100% and a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Class B-4
Certificates immediately prior to such date and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) (other than the related Discount Fraction of each Discount Mortgage
Loan) immediately prior to such Distribution Date.
"Class B-4 Prepayment Distribution Trigger": With respect to
any Distribution Date, a test that shall be satisfied if the fraction (expressed
as a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-4 Certificates, Class B-5 Certificates and Class B-6 Certificates
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to 0.95%.
"Class B-5 Certificate": Any one of the Class B-5 Certificates
executed, authenticated and delivered by the Trustee substantially in the form
annexed hereto as Exhibit B, subordinate to the Senior Certificates, Class B-1
Certificates, Class B-2 Certificates, Class B-3 Certificates and Class B-4
Certificates with respect to distributions and the allocation of Realized Losses
as set forth in Section 4.04 and evidencing an interest designated as a "regular
interest" in the REMIC for purposes of the REMIC Provisions.
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"Class B-5 Percentage": With respect to any Distribution Date,
the lesser of 100% and a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Class B-5
Certificates immediately prior to such date and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) (other than the related Discount Fraction of each Discount Mortgage
Loan) immediately prior to such Distribution Date.
"Class B-5 Prepayment Distribution Trigger": With respect to
any Distribution Date, a test that shall be satisfied if the fraction (expressed
as a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-5 Certificates and Class B-6 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (and related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.60%.
"Class B-6 Certificate": Any one of the Class B-6 Certificates
executed, authenticated and delivered by the Trustee substantially in the form
annexed hereto as Exhibit B, subordinate to the Senior Certificates, Class B-1
Certificates Class B-2 Certificates, Class B-3 Certificates, Class B-4
Certificates and Class B-5 Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section 4.04 and evidencing an
interest designated as a "regular interest" in the REMIC for purposes of the
REMIC Provisions.
"Class B-6 Percentage": With respect to any Distribution Date,
the lesser of 100% and a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Class B-6
Certificates immediately prior to such date and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) (other than the related Discount Fraction of each Discount Mortgage
Loan) immediately prior to such Distribution Date.
"Class B-6 Prepayment Distribution Trigger": With respect to
any Distribution Date, a test that shall be satisfied if the fraction (expressed
as a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-6 Certificates immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the Mortgage Loans (and related
REO Properties) immediately prior to such Distribution Date is greater than or
equal to 0.35%.
"Class PO Certificate": Any one of the Class PO Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A-2 and evidencing an
interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
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"Class PO Collection Shortfalls": With respect to the Cash
Liquidation or REO Disposition of a Discount Mortgage Loan and any Distribution
Date, the excess of the amount described in Section 4.01(c)(i)(C)(1) over the
amount described in Section 4.01(c)(i)(C)(2).
"Class PO Principal Distribution Amount": As defined in
Section 4.01(c)(i).
"Class R Certificate": Any one of the Class R Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A-3 and evidencing an
interest designated as a "residual interest" in the REMIC for purposes of the
REMIC Provisions.
"Class X Certificate": Any one of the Class X Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A-2 and evidencing an
interest designated as a "regular interest" in the REMIC for purposes of the
REMIC Provisions.
"Closing Date": November 30, 1998.
"Code": The Internal Revenue Code of 1986, as amended.
"Collateral Value": The appraised value of a Mortgaged
Property based upon the lesser of (i) the appraisal (as reviewed and approved by
the Seller) made at the time of the origination of the related Mortgage Loan, or
(ii) the sales price of such Mortgaged Property at such time of origination.
With respect to a Mortgage Loan the proceeds of which were used to refinance an
existing mortgage loan, the appraised value of the Mortgaged Property based upon
the appraisal (as reviewed and approved by the Seller) obtained at the time of
refinancing.
"Commission": The Securities and Exchange Commission.
"Compensating Interest": With respect to any Distribution
Date, an amount equal to Prepayment Interest Shortfalls resulting from Principal
Prepayments during the related Prepayment Period.
"Corporate Trust Office": The principal corporate trust office
of the Trustee at which at any particular time its corporate trust business
related to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at One First National Plaza, Suite 0126,
Chicago, Illinois 60670-0126, Attention: Corporate Trust Services Division, ref:
SAMI 1998-11.
"Credit Support Depletion Date": The first Distribution Date
on which the Senior Percentage equals 100%.
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"Curtailment": Any Principal Prepayment made by a Mortgagor
which is not a Principal Prepayment in Full.
"Custodial Account": The account or accounts created and
maintained pursuant to Section 3.11 in the name of a depository institution, as
custodian for the holders of the Certificates, into which the amounts set forth
in Section 3.11 shall be deposited directly. Any such account or accounts shall
be an Eligible Account.
"Custodial Agreement": An agreement that may be entered into
among the Depositor, the Master Servicer, the Trustee and a Custodian in
substantially the form of Exhibit C hereto.
"Custodian": A Custodian appointed pursuant to a Custodial
Agreement.
"Cut-off Date": November 1, 1998.
"Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation or any reduction that results in a
permanent forgiveness of principal.
"Deceased Owner": A Certificate Owner of a Retail Lottery
Certificate who was living at the time such interest was acquired and whose
authorized personal representative, surviving tenant by the entirety, surviving
joint tenant or surviving tenant in common or other person empowered to act on
behalf of a deceased Certificate Owner causes to be furnished to the Depository
evidence of death satisfactory to the Depository Participant and any tax waivers
requested by the Depository Participant.
"Defaulted Mortgage Loan" means any Mortgage Loan as to which
the Mortgagor has failed to make unexcused three or more consecutive scheduled
Monthly Payments.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding indebtedness under the Mortgage Loan, or
any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that constitutes a permanent forgiveness of principal,
which valuation or reduction results from a proceeding under the Bankruptcy
Code.
"Definitive Certificate": Any definitive, fully registered
Certificate.
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced with a Qualified Substitute Mortgage Loan.
<PAGE>
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"Depositor": Structured Asset Mortgage Investments Inc., or
its successor in interest.
"Depository" The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository for purposes
of registering those Certificates that are to be Book-Entry Certificates is Cede
& Co. The Depository shall at all times be a "clearing corporation" as defined
in Section 8-102(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
"Depository Participant": A broker, dealer, bank or other
financial institutions or other Person for whom from time to time a Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.
"Determination Date": The 15th day (or if such 15th day is not
a Business Day, the Business Day immediately preceding such 15th day) of the
month of the related Distribution Date.
"Discount Fraction": With respect to each Discount Mortgage
Loan, the fraction expressed as a percentage, the numerator of which is 6.75%
minus the Net Mortgage Rate (or the initial Net Mortgage Rate with respect to
any Discount Mortgage Loans as to which the Mortgage Rate is modified pursuant
to Section 3.06(a)) for such Mortgage Loan and the denominator of which is
6.75%. The Discount Fraction with respect to each Discount Mortgage Loan is set
forth on Exhibit I attached hereto.
"Discount Mortgage Loan": Any Mortgage Loan having a Net
Mortgage Rate (or initial Net Mortgage Rate) of less than 6.75% per annum and
any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to the
definition of Qualified Substitute Mortgage Loan.
"Disqualified Organization": Any organization defined as a
"disqualified organization" under Section 860E(e)(5) of the Code, which includes
any of the following: (i) the United States, any State or political subdivision
thereof, any possession of the United States, or any agency or instrumentality
of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for the Freddie Mac, a
majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Trustee based upon an Opinion
of Counsel that the holding of an Ownership Interest in a Class R Certificate by
such Person may cause either the REMIC or any Person having
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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.
"Distribution Date": The 25th day of any month, or if such
25th day is not a Business Day, the Business Day immediately following such 25th
day, commencing in December 1998.
"Due Date": The first day of the month of the related
Distribution Date.
"Due Period": With respect to any Distribution Date, the
period commencing on the second day of the month preceding the month of such
Distribution Date (or, with respect to the first Due Period, the day following
the Cut-off Date) and ending on the related Due Date.
"Eligible Account": An account maintained with a federal or
state chartered depository institution (i) the short-term obligations of which
are rated A-1 or better by Standard & Poors and F-1 or better by Fitch at the
time of any deposit therein, or (ii) insured by the FDIC (to the limits
established by the FDIC), the uninsured deposits in which account are otherwise
secured such that, as evidenced by an Opinion of Counsel (obtained by the Person
requesting that the account be held pursuant to this clause (ii)) delivered to
the Trustee prior to the establishment of such account, the Certificateholders
will have a claim with respect to the funds in such account and a perfected
first priority security interest against any collateral (which shall be limited
to Permitted Investments, each of which shall be redeemable on demand or mature
not later than the Business Day immediately preceding the Distribution Date next
following the date of investment in such collateral or the Distribution Date if
such Permitted Investment is an obligation of the institution that maintains the
Certificate Account, Custodial Account or Protected Account) securing such funds
that is superior to claims of any other depositors or general creditors of the
depository institution with which such account is maintained or (iii) a trust
account or accounts maintained with a federal or state chartered depository
institution or trust company with trust powers acting in its fiduciary capacity
or (iv) an account or accounts of a depository institution acceptable to the
Rating Agencies (as evidenced in writing by the Rating Agencies that use of any
such account as the Custodial Account, the Certificate Account or Protected
Account will not have an adverse effect on the then-current ratings assigned to
the Classes of the Certificates then rated by the Rating Agencies). Eligible
Accounts may bear interest.
"Eligible Funds": On any Distribution Date, the portion, if
any, of the Available Distribution Amount remaining after reduction by the sum
of (i) the aggregate amount of Accrued Certificate Interest on the Senior
Certificates, (ii) the Senior Principal Distribution Amount, (iii) the Class PO
Principal Distribution Amount (determined without regard to Section
4.02(c)(i)(E)
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hereof) and (iv) the aggregate amount of Accrued Certificate Interest on the
Subordinate Certificates.
"Event of Default": One or more of the events described in
Section 7.01.
"Excess Bankruptcy Loss": Any Bankruptcy Loss, or portion
thereof, which exceeds the then applicable Bankruptcy Amount.
"Excess Fraud Loss": Any Fraud Loss, or portion thereof, which
exceeds the then applicable Fraud Loss Amount.
"Excess Special Hazard Loss": Any Special Hazard Loss, or
portion thereof, that exceeds the then applicable Special Hazard Amount.
"Extraordinary Events": Any of the following conditions with
respect to a Mortgaged Property or Mortgage Loan causing or resulting in a loss
which causes the liquidation of such Mortgage Loan:
(a) losses which are otherwise covered by the fidelity bond
and the errors and omissions insurance policy maintained pursuant to
Section 3.17, but are in excess of the coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, or remote or be
in whole or in part caused by, contributed to or aggravated by a peril
covered by the definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war,
including action in hindering, combating or defending against an
actual, impending or expected attack;
1. by any government or sovereign power, de jure or
de facto, or by any authority maintaining or using military,
naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power,
authority or forces;
(d) any weapon of war employing atomic fission or radioactive
force whether in time of peace or war; or
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(e) insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering, combating
or defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any
government or public authority; or risks of contraband or illegal
transportation or trade.
"Extraordinary Losses": Any loss incurred on a Mortgage Loan
caused by or resulting from an Extraordinary Event.
"FDIC": Federal Deposit Insurance Corporation or any
successor.
"Final Disposition": With respect to a Defaulted Mortgage Loan
is deemed to have occurred upon a determination by the Servicer that it has
received all Insurance Proceeds, Liquidation Proceeds and other payments or cash
recoveries which the Servicer reasonably and in good faith expects to be finally
recoverable with respect to such Mortgage Loan.
"Fitch": Fitch IBCA, Inc.
"Freddie Mac": Federal Home Loan Mortgage Corporation or any
successor.
"Fannie Mae": Federal National Mortgage Association or any
successor.
"Fraud Loss Amount": As of any date of determination after the
Cut-off Date, an amount equal to: (Y) prior to the third Anniversary, an amount
equal to 1.00% of the aggregate outstanding principal balance of all of the
Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.04 since the Cut-off Date up to such date of determination and
(Z) from the third to the fifth Anniversary, an amount equal to (1) the lesser
of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off
Date and (b) 0.50% of the aggregate outstanding principal balance of all of the
Mortgage Loans as of the most recent Anniversary minus (2) the Fraud Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.04 since the most recent Anniversary up to such date of
determination. On and after the fifth Anniversary, the Fraud Loss Amount shall
be zero.
The Fraud Loss Amount may be further reduced by the Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
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"Fraud Losses": Losses on Mortgage Loans as to which there was
fraud in the origination of such Mortgage Loan as reported by the Servicer to
the Master Servicer or by any other party hereto.
"Funding Date": With respect to each Mortgage Loan, the date
on which funds were advanced by or on behalf of the Seller and interest began to
accrue thereunder.
"Individual Retail Lottery Certificate": A Retail Lottery
Certificate that evidences $1,000 initial Certificate Principal Balance.
"Initial Certificate Principal Balance": With respect to each
Class of Regular Certificates, the Certificate Principal Balance of such Class
of Certificates as of the Cut-off Date as set forth in the Preliminary Statement
hereto.
"Initial Notional Amount": With respect to the Variable Strip
Certificates, the aggregate Stated Principal Balance of the Premium Mortgage
Loans as of the Cut-off Date.
"Insurance Policy": With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan.
"Insurance Proceeds": Proceeds paid in respect of the Mortgage
Loans pursuant to any Primary Hazard Insurance Policy, any title insurance
policy or any other insurance policy covering a Mortgage Loan, to the extent
such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the procedures that the
Servicer would follow in servicing mortgage loans held for its own account.
"Late Collections": With respect to any Mortgage Loan, all
amounts received during any Due Period, whether as late payments of Monthly
Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of Monthly Payments due but delinquent
for a previous Due Period and not previously recovered.
"Liquidation Proceeds": Amounts (other than Insurance
Proceeds) received by the Servicer in connection with the taking of an entire
Mortgaged Property by exercise of the power of eminent domain or condemnation or
in connection with the liquidation of a Defaulted Mortgage Loan through
trustee's sale, foreclosure sale or otherwise, other than amounts received in
respect of any REO Property.
"Living Owner": A Certificate Owner of a Retail Lottery
Certificate other than a Deceased Owner.
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"Loan-to-Value Ratio": As of any date, the fraction, expressed
as a percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Collateral Value of the related Mortgaged Property.
"Lockout Distribution Percentage": For any Distribution Date
occurring prior to the Distribution Date in December 2003, 0%. For any
Distribution Date occurring after the first five years following the Closing
Date: for any Distribution Date during the sixth year after the Closing Date,
30%; for any Distribution Date during the seventh year after the Closing Date,
40%; for any Distribution Date during the eighth year after the Closing Date,
60%; for any Distribution Date during the ninth year after the Closing Date,
80%, and for any Distribution Date thereafter, 100%.
"Lost Note Affidavit": With respect to any Mortgage Note, an
original lost note affidavit from the Seller stating that the original Mortgage
Note was lost, misplaced or destroyed, together with a copy of the related
Mortgage Note.
"Master Servicer": Norwest Bank Minnesota, National
Association, or any successor master servicer appointed as herein provided.
"Master Servicing Fee Rate": A per annum rate equal to
0.0125%.
"Master Servicing Fee": As to each Mortgage Loan, an amount,
payable out of any payment of interest on the Mortgage Loan, equal to the
product of (a) the Master Servicing Fee Rate and (b) the Stated Principal
Balance of such Mortgage Loan for the calendar month preceding the month in
which the payment is due.
"Maturity Date": The latest possible maturity date, solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which
(i) the Certificate Principal Balance of each Class of Certificates (other than
the Variable Strip Certificates) or (ii) the Notional Amount of the Variable
Strip Certificate would be reduced to zero, which is January 25, 2029, the
Distribution Date immediately following the latest scheduled maturity date of
any Mortgage Loan.
"Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such Mortgage Loan which
is payable by a Mortgagor from time to time under the related Mortgage Note as
originally executed (after adjustment, if any, for Principal Prepayments and for
Deficient Valuations occurring prior to such Due Date, and after any adjustment
by reason of any bankruptcy or similar proceeding or any moratorium or similar
waiver or grace period).
<PAGE>
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"Mortgage": The mortgage, deed of trust or any other
instrument securing the Mortgage Loan.
"Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement; provided, that
whenever the term "Mortgage File" is used to refer to documents actually
received by the Trustee, such term shall not be deemed to include such
additional documents required to be added unless they are actually so added.
"Mortgage Loan": Each of the mortgage loans, transferred and
assigned to the Trustee pursuant to Section 2.01 or Section 2.04 and from time
to time held in the Trust Fund (including any Qualified Substitute Mortgage
Loans), the Mortgage Loans so transferred, assigned and held being identified in
the Mortgage Loan Schedule. As used herein, the term "Mortgage Loan" includes
the related Mortgage Note and Mortgage.
"Mortgage Loan Accrued Interest": With respect to each
Mortgage Loan and each Due Date, the aggregate amount of interest accrued at the
Mortgage Rate in respect of such Mortgage Loan since the preceding Due Date (or
in the case of the initial Due Date, since the Cutoff Date) to but not including
such Due Date with respect to which the Mortgage Loan Accrued Interest is being
calculated in accordance with the terms of such Mortgage Loan, after giving
effect to any previous Principal Prepayments, Deficient Valuation or Debt
Service Reduction in respect of such Mortgage Loan.
"Mortgage Loan Purchase Agreement": The Mortgage Loan Purchase
Agreement dated as of November 1, 1998, between Provident Funding Associates,
L.P., as seller, and the Depositor as purchaser, and all amendments thereof and
supplements thereto.
"Mortgage Loan Schedule": As of any date of determination, the
schedule of Mortgage Loans included in the Trust Fund. The initial schedule of
Mortgage Loans with accompanying information transferred on the Closing Date to
the Trustee as part of the Trust Fund for the Certificates, attached hereto as
Exhibit G (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans) (and, for purposes of the Trustee pursuant to Section
2.02, in computer-readable form as delivered to the Trustee), which list shall
set forth the following information with respect to each Mortgage Loan:
(i) the loan number and name of the Mortgagor;
(ii) the street address, city, state and zip code of the
Mortgaged Property;
(iii) the original term to maturity;
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(iv) the original principal balance and the original
Mortgage Rate;
(v) the first payment date;
(vi) the type of Mortgaged Property;
(vii) the Monthly Payment in effect as of the Cut-off Date;
(viii) the principal balance as of the Cut-off Date;
(ix) the Mortgage Rate as of the Cut-off Date and the Pool
Strip Rate;
(x) the occupancy status;
(xi) the purpose of the Mortgage Loan;
(xii) the Collateral Value of the Mortgaged Property;
(xiii) the original term to maturity;
(xiv) the paid-through date of the Mortgage Loan;
(xv) the Servicing Fee Rate;
(xvi) the Net Mortgage Rate for such Mortgage Loan;
(xvii) the documentation type.
The Mortgage Loan Schedule may be in the form of more than one
schedule, collectively setting forth all of the information required.
"Mortgage Note": The note or other evidence of the
indebtedness of a Mortgagor under a Mortgage Loan.
"Mortgage Rate": With respect to any Mortgage Loan, the annual
rate at which interest accrues on such Mortgage Loan.
"Mortgaged Property": The underlying property securing a
Mortgage Loan.
"Mortgagor": The obligor or obligors on a Mortgage Note.
<PAGE>
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"Net Mortgage Rate": With respect to each Mortgage Loan Due
Date, a per annum rate of interest equal to the Mortgage Rate on such Mortgage
Loan less the sum of the Servicing Fee Rate and the Master Servicing Fee Rate.
"Non-Discount Mortgage Loans": The Mortgage Loans other than
the Discount Mortgage Loans.
"Nonrecoverable Advance": Any Advance or Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan which, in
the good faith judgment of the Servicer or, if required to be made by the Master
Servicer, the Master Servicer, will not or, in the case of a proposed Advance or
Servicing Advance, would not be ultimately recoverable from related Late
Collections, Insurance Proceeds, Liquidation Proceeds or REO Proceeds. The
determination by the Servicer or Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance or Servicing Advance would
constitute a Nonrecoverable Advance, shall be evidenced by a certificate of a
Servicing Officer delivered to the Depositor and the Trustee.
"Non-United States Person": Any Person other than a United
States Person.
"Notional Amount": With respect to the Variable Strip
Certificates as of any Distribution Date, an amount equal to the aggregate
Stated Principal Balance of the Premium Mortgage Loans immediately prior to such
date.
"Officer's Certificate": A certificate signed by the Chairman
of the Board, the Vice Chairman of the Board, the President or a vice president
or assistant vice president or other authorized officer of the Seller, the
Servicer or Master Servicer and delivered to the Depositor and
Trustee.
"Opinion of Counsel": A written opinion of counsel, who may be
counsel for the Depositor, the Master Servicer or the Servicer, reasonably
acceptable to the Trustee; except that any opinion of counsel relating to (a)
the qualification of any account required to be maintained pursuant to this
Agreement as an Eligible Account, (b) the qualification of the Trust Fund as a
REMIC, (c) compliance with the REMIC Provisions or (d) resignation of the Master
Servicer or the Servicer pursuant to Sections 3.25 or 6.04 must be an opinion of
counsel who (i) is in fact independent of the Depositor, Master Servicer and the
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Depositor, the Master Servicer or the
Servicer or in an affiliate of either and (iii) is not connected with the
Depositor, the Master Servicer or the Servicer as an officer, employee, director
or person performing similar functions.
"Original Senior Percentage": The fraction, expressed as a
percentage, the numerator of which is the aggregate Initial Certificate
Principal Balance of the Senior Certificates
<PAGE>
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(other than the Class PO Certificates) and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans (other than the
Discount Fraction of the Discount Mortgage Loans), which is approximately 95.49%
as of the Closing Date.
"OTS": Office of Thrift Supervision or any successor.
"Outstanding Mortgage Loan": As to any Due Date, a Mortgage
Loan (including an REO Property) which was not the subject of a Principal
Prepayment in Full, Cash Liquidation or REO Disposition and which was not
purchased prior to such Due Date pursuant to Sections
2.02, 2.04 or 3.13.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.
"Pass-Through Rate": A rate equal to, (i) with respect to all
Certificates other than the Variable Strip Certificates and the Principal Only
Certificates, a fixed rate set forth in the Preliminary Statement hereto and
(ii) with respect to the Variable Strip Certificates, the weighted average,
expressed as a percentage, of the Pool Strip Rates as of the Due Date in the
month immediately preceding the month in which such Distribution Date occurs,
weighted on the basis of the Stated Principal Balances of the respective Premium
Mortgage Loans, which Stated Principal Balances shall be the Stated Principal
Balances of the Premium Mortgage Loans at the close of business on the
immediately preceding Distribution Date after giving effect to distributions
thereon allocable to principal (or, in the case of the Pass-Through Rate for the
initial Distribution Date, at the close of business on the Cut-off Date). The
Principal Only Certificates do not have a Pass-Through Rate.
"Percentage Interest": With respect to any Certificate (other
than a Class R Certificate), the undivided percentage ownership interest in the
related Class evidenced by such Certificate, which percentage ownership interest
shall be equal to the Initial Certificate Principal Balance thereof or Initial
Notional Amount (in the case of the Variable Strip Certificates) divided by the
aggregate Initial Certificate Principal Balance or initial Notional Amount, as
applicable, of all of the Certificates of the same Class. With respect to a
Class R Certificate, the interest in distributions to be made with respect to
such Class evidenced thereby, expressed as a percentage, as stated on the face
of each such Certificate.
"Permitted Investment": One or more of the following:
(i) obligations of or guaranteed as to principal and interest
by the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
<PAGE>
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(ii) repurchase agreements on obligations specified in clause
(i) maturing not more than one month from the date of acquisition
thereof, provided that the unsecured obligations of the party agreeing
to repurchase such obligations are at the time rated by each Rating
Agency in one of the two highest short-term ratings available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution
or trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in one of the two highest
short-term ratings available; and provided further that, if the only
Rating Agency is Standard & Poor's and if the depository or trust
company is a principal subsidiary of a bank holding company and the
debt obligations of such subsidiary are not separately rated, the
applicable rating shall be that of the bank holding company; and,
provided further that, if the original maturity of such short-term
obligations of a domestic branch of a foreign depository institution or
trust company shall exceed 30 days, the short-term rating of such
institution shall be A-1+ in the case of Standard & Poor's if Standard
& Poor's is the only Rating Agency;
(iv) commercial paper (having original maturities of not more
than 365 days) of any corporation incorporated under the laws of the
United States or any state thereof which on the date of acquisition has
been rated by Fitch in its highest short-term rating available and by
Standard & Poor's at least A-1; provided that such commercial paper
shall have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated
by each Rating Agency in one of the two highest long-term ratings
available, including any such fund for which the Master Servicer or the
Trustee or any affiliate of the Master Servicer or the
Trustee acts as a manager or an advisor; and
(vi) other obligations or securities that are acceptable to
each Rating Agency as a Permitted Investment hereunder and will not
reduce the rating assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating
Agency, as evidenced in writing;
<PAGE>
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PROVIDED, HOWEVER, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
"Permitted Transferee": Any transferee of a Residual
Certificate other than a Disqualified Organization, a Non-United States Person
or an "electing large partnership" (as defined in Section 775 of the Code).
"Person": Any individual, corporation, partnership, joint
venture, association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Pool Strip Rate": With respect to any Distribution Date and
any Premium Mortgage Loan, the Net Mortgage Rate thereon minus 6.75%, but not
less than 0.00%.
"Premium Mortgage Loan": Any Mortgage Loan having a Net
Mortgage Rate greater than 6.75% per annum.
"Prepayment Assumption": represents an assumed rate of
prepayment each month relative to the then outstanding principal balance of a
pool of new mortgage loans. A 100% Prepayment Assumption assumes a constant
prepayment rate of 0.2% per annum of the then outstanding principal balance of
such mortgage loans in the first month of the life of the mortgage and an
additional 0.2% per annum in each month thereafter (for example, 0.4% per annum
in the second month) until the thirtieth month. Beginning in the thirtieth month
and in each month thereafter during the life of the mortgage loans, a 100%
Prepayment Assumption assumes a constant prepayment rate of 6% per annum.
"Prepayment Distribution Percentage": With respect to any
Distribution Date and each Class of Class B Certificates, under the applicable
circumstances set forth below, the respective percentages set forth below:
(i) For any Distribution Date on which any Class B Certificates
are outstanding:
(a) in the case of the Class of Class B Certificates
then outstanding with the lowest numerical designation and
each other Class of Class B Certificates for which the related
Prepayment Distribution Trigger has been satisfied, a
fraction, expressed as a percentage, the numerator of which is
the Certificate Principal Balance of such Class immediately
prior to such date and the denominator of which is the sum of
the Certificate Principal Balances immediately prior to such
date of
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(1) the Class of Class B Certificates then outstanding with
the lowest numerical designation and (2) all other Classes of
Class B Certificates for which the respective Prepayment
Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Class B
Certificates for which the Prepayment Distribution Triggers
have not been satisfied, 0%; and
(ii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section
4.01 (determined without regard to the proviso to the definition of
"Subordinate Principal Distribution Amount") would result in a
distribution in respect of principal of any Class or Classes of Class B
Certificates in an amount greater than the remaining Certificate
Principal Balance thereof (any such class, a "Maturing Class"), then:
(a) the Prepayment Distribution Percentage of each Maturing Class shall
be reduced to a level that, when applied as described above, would
exactly reduce the Certificate Principal Balance of such Class to zero;
(b) the Prepayment Distribution Percentage of each other Class of Class
B Certificates (any such Class, a "Non-Maturing Class") shall be
recalculated in accordance with the provisions in paragraph (i) above,
as if the Certificate Principal Balance of each Maturing Class had been
reduced to zero (such percentage as recalculated, the "Recalculated
Percentage"); (c) the total amount of the reductions in the Prepayment
Distribution Percentages of the Maturing Class or Classes pursuant to
clause (a) of this sentence, expressed as an aggregate percentage,
shall be allocated among the Non-Maturing Classes in proportion to
their respective Recalculated Percentages (the portion of such
aggregate reduction so allocated to any Non-Maturing Class, the
"Adjustment Percentage"); and (d) for purposes of such Distribution
Date, the Prepayment Distribution Percentage of each Non-Maturing Class
shall be equal to the sum of (1) the Prepayment Distribution Percentage
thereof, calculated in accordance with the provisions in paragraph (i)
above as if the Certificate Principal Balance of each Maturing Class
had not been reduced to zero, plus (2) the related Adjustment
Percentage.
"Prepayment Distribution Trigger": The Class B-2 Prepayment
Distribution Trigger, Class B-3 Prepayment Distribution Trigger, Class B-4
Prepayment Distribution Trigger, Class B-5 Prepayment Distribution Trigger or
Class B-6 Prepayment Distribution Trigger.
"Prepayment Interest Shortfall": As to any Distribution Date
and any Mortgage Loan (other than a Mortgage Loan relating to an REO Property)
that was the subject of (a) a Principal Prepayment in Full during the related
Prepayment Period, an amount equal to the excess of one month's interest at the
Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan over the
amount of interest (adjusted to the Net Mortgage Rate) paid by the Mortgagor for
such Prepayment Period to the date of such Principal Prepayment in Full or (b) a
Curtailment
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during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate on the amount of such Curtailment.
"Prepayment Period": As to any Distribution Date, the calendar
month preceding the month in which such Distribution Date occurs.
"Primary Hazard Insurance Policy": Each primary hazard
insurance policy required to be maintained pursuant to Section 3.12.
"Primary Insurance Policy": Any primary policy of mortgage
guaranty insurance, or any replacement policy therefor providing coverage for
certain Mortgage Loans included in the Trust Fund with Loan-to-Value Ratios in
excess of 80.00%.
"Principal Only Certificates": Any one of the Class A-12
Certificates or Class PO Certificates.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in
any month or months subsequent to the month of prepayment.
"Principal Prepayment in Full": Any Principal Prepayment made
by a Mortgagor of the entire principal balance of the Mortgage Loan.
"Protected Account": An account established by the Servicer
which meets the requirements set forth in Section 3.07 and is otherwise
acceptable to the Master Servicer.
"Purchase Price": With respect to any Mortgage Loan (or REO
Property) required to be purchased pursuant to Section 2.02, 2.04 or 3.13, an
amount equal to the sum of (i) 100% of the Stated Principal Balance thereof,
(ii) unpaid accrued interest (or REO Imputed Interest) at the applicable Net
Mortgage Rate on the Stated Principal Balance thereof outstanding during each
Due Period that such interest was not paid or advanced, from the date through
which interest was last paid by the Mortgagor or advanced and distributed to
Certificateholders together with unpaid Master Servicing Fee and Servicing Fee,
in each case to the first day of the month in which such Purchase Price is to be
distributed, plus (iii) the aggregate of all Advances made in respect thereof
that were not previously reimbursed (including Servicing Advances, if any).
"Qualified Insurer": Any insurance company duly qualified as
such under the laws of the state or states in which the related Mortgaged
Property or Mortgaged Properties is or are located, duly authorized and licensed
in such state or states to transact the type of insurance business in which it
is engaged and approved as an insurer by the Servicer, so long as the claims
<PAGE>
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paying ability of which is acceptable to the Rating Agencies for pass-through
certificates having the same rating as the Certificates rated by the Rating
Agencies as of the Closing Date.
"Qualified Substitute Mortgage Loan": A Mortgage Loan
substituted by the Depositor for a Deleted Mortgage Loan which must, on the date
of such substitution, as confirmed in an Officer's Certificate delivered to the
Trustee, (i) have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of substitution (or in
the case of a substitution of more than one Mortgage Loan for a Deleted Mortgage
Loan, an aggregate outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage Loan (the amount
of any shortfall to be paid to the Master Servicer for deposit in the Custodial
Account in the month of substitution); (ii) have a Mortgage Rate and a Net
Mortgage Rate no lower than and not more than 1% per annum higher than the
Mortgage Rate and Net Mortgage Rate, respectively, of the Deleted Mortgage Loan
as of the date of substitution; (iii) have a Loan-to-Value Ratio at the time of
substitution no higher than that of the Deleted Mortgage Loan at the time of
substitution; (iv) have a remaining term to stated maturity not greater than
(and not more than one year less than) that of the Deleted Mortgage Loan; (v)
comply with each representation and warranty set forth in Section 2.04 hereof;
and (vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to
any Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
which was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan
shall be deemed to be a Discount Mortgage Loan and to have a Discount Fraction
equal to the Discount Fraction of the Deleted Mortgage Loan and (y) in the event
that the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip Rate" is greater than the
Pool Strip Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of
such Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of
the related Deleted Mortgage Loan for purposes of calculating the Pass-Through
Rate for the Variable Strip Certificates and (ii) the excess of the Pool Strip
Rate on such Qualified Substitute Mortgage Loan as calculated pursuant to the
definition of "Pool Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates pursuant to Section
4.01 hereof.
"Random Lot": With respect to any Distribution Date, the
method by which the Depository will determine which Retail Lottery Certificates
will be paid, using its established random lot procedures or, if the Retail
Lottery Certificates are no longer represented by a
Book-Entry Certificate, using the Trustee's procedures.
"Rating Agency": Standard & Poor's and Fitch or each of their
successors. If such agencies and their successors are no longer in existence,
"Rating Agency" shall be such nationally recognized statistical rating agency,
or other comparable Person, designated by the Depositor, notice of which
designation shall be given to the Trustee and Master Servicer. References herein
to the two highest long term debt rating categories of a Rating Agency shall
mean "AA" or better
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in the case of Fitch, and "AA" or better in the case of Standard & Poor's and
references herein to the highest short-term debt rating of a Rating Agency shall
mean "A-1+" in the case of Standard & Poor's, and "F-1" in the case of Fitch,
and in the case of any other Rating Agency such references shall mean such
rating categories without regard to any plus or minus.
"Realized Loss": With respect to each Mortgage Loan or REO
Property as to which a Cash Liquidation or REO Disposition has occurred, an
amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the date of the Cash Liquidation or REO Disposition on the Stated Principal
Balance of such Mortgage Loan outstanding during each Due Period that such
interest was not paid or advanced, minus (iii) the proceeds, if any, received
during the month in which such Cash Liquidation or REO Disposition occurred, to
the extent applied as recoveries of interest at the Net Mortgage Rate and to
principal of the Mortgage Loan, net of the portion thereof reimbursable to the
Master Servicer or the Servicer with respect to related Advances and Servicing
Advances not previously reimbursed. With respect to each Mortgage Loan which has
become the subject of a Deficient Valuation, the difference between the
principal balance of the Mortgage Loan outstanding immediately prior to such
Deficient Valuation and the principal balance of the Mortgage Loan as reduced by
the Deficient Valuation.
"Record Date": The last Business Day of the month immediately
preceding the month of the related Distribution Date.
"Regular Certificate": Any of the Certificates other than a
Residual Certificate.
"Relief Act": The Soldiers' and Sailors' Civil Relief Act of
1940, as amended.
"Remainder Retail Certificates": The Definitive Certificates
evidencing the remainder of the aggregate initial Certificate Principal Balance
of the Retail Lottery Certificates provided for such Classes of Certificates
pursuant to Section 5.01.
"REMIC": A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and proposed, temporary and final regulations and published rulings,
notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
<PAGE>
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"Remittance Report": A report prepared by the Servicer
pursuant to Section 4.03 providing the information set forth in Exhibit D
attached hereto.
"REO Acquisition": The acquisition by the Servicer on behalf
of the Trustee for the benefit of the Certificateholders of any REO Property
pursuant to Section 3.14.
"REO Disposition": The receipt by the Servicer of Insurance
Proceeds, Liquidation Proceeds and other payments and recoveries (including
proceeds of a final sale) which the Servicer expects to be finally recoverable
from the sale or other disposition of the REO Property.
"REO Imputed Interest": As to any REO Property, for any
period, an amount equivalent to interest (at the Mortgage Rate that would have
been applicable to the related Mortgage Loan had it been outstanding) on the
unpaid principal balance of the Mortgage Loan as of the date of acquisition
thereof (as such balance is reduced pursuant to Section 3.14 by any income from
the REO Property treated as a recovery of principal).
"REO Proceeds": Proceeds, net of directly related expenses,
received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property and of any REO Disposition),
which proceeds are required to be deposited
into the Custodial Account as and when received.
"REO Property": A Mortgaged Property acquired by the Servicer
on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure
in connection with a Defaulted Mortgage Loan.
"Request for Release": A release signed by a Servicing
Officer, in the form of Exhibits E attached hereto.
"Residual Certificate": The Class R Certificates.
"Responsible Officer": Any officer assigned to the Corporate
Trust Division (or any successor thereto), including any Vice President,
Assistant Vice President, Trust Officer, any Assistant Secretary, any trust
officer or any other officer of the Trustee customarily performing functions
similar to those performed by any one of the above designated officers and
having direct responsibility for the administration of this Agreement or any
other officer of the Trustee to whom matters under this Agreement may be
referred.
"Retail Lottery Certificates": The Class A-9, Class A-10,
Class A-14, Class A-15, Class A-16 and Class A-17 Certificates.
<PAGE>
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"Rounding Account": With respect to the Retail Lottery
Certificates, the account created and maintained pursuant to Section 4.08.
"Rounding Amount": With respect to the Rounding Account, the
amount of funds, if any, needed to be withdrawn and used to round the amount of
any distributions in reduction of the Certificate Principal Balance of the
Retail Lottery Certificates upward to the next higher integral
multiple of $1,000.
"Seller": Provident Funding Associates, L.P., or its successor
in interest.
"Senior Accelerated Distribution Percentage": With respect to
any Distribution Date, the percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
- ----------------- -----------------------
December 1998 through 100%
November 2003
December 2003 through Senior Percentage, plus 70% of
November 2004 the Subordinate Percentage
December 2004 through Senior Percentage, plus 60% of
November 2005 the Subordinate Percentage
December 2005 through Senior Percentage, plus 40% of
November 2006 the Subordinate Percentage
December 2006 through Senior Percentage, plus 20% of
November 2007 the Subordinate Percentage
December 2007 and Senior Percentage,
thereafter
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(x) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more (including foreclosure and REO Property) averaged
over the last six months as a percentage of the aggregate outstanding
Certificate Principal Balance of the Class B Certificates, is less than 50%, or
(y) the outstanding principal balance of Mortgage Loans delinquent 60 days or
more (including foreclosure and REO Property) averaged over the last six months,
as a percentage of the aggregate
<PAGE>
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outstanding principal balance of all Mortgage Loans averaged over the last six
months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans to date
for such Distribution Date if occurring during the sixth, seventh, eighth, ninth
or tenth year (or any year thereafter) after the Closing Date are less than 30%,
35%, 40%, 45% or 50%, respectively, of the sum of the Initial Certificate
Principal Balances of the Class B Certificates or (b) (1) the aggregate
outstanding principal balance of the Mortgage Loans delinquent 60 days or more
(including foreclosure and REO Property) averaged over the last six months, as a
percentage of the aggregate outstanding principal balance of all Mortgage Loans
averaged over the last six months, does not exceed 4% and (2) Realized Losses on
the Mortgage Loans on or prior to such Distribution Date, if occurring during
the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after
the Closing Date, are less than 10%, 15%, 20%, 25% or 30%, respectively of the
sum of the Initial Certificate Principal Balances of the Class B Certificates
and (ii) that for any Distribution Date on which the Senior Percentage is
greater than the Original Senior Percentage, the Senior Accelerated Distribution
Percentage for such Distribution Date shall be 100%. Notwithstanding the
foregoing, upon the reduction of the aggregate Certificate Principal Balance of
the Senior Certificates other than the Class PO Certificates to zero, the Senior
Accelerated Distribution Percentage will equal 0%.
"Senior Certificate": Any of the Class A, Class PO, Class X or
Class R Certificates.
"Senior Interest Distribution Amount": As defined in Section
4.01(b)(i).
"Senior Percentage": As of any Distribution Date, the lesser
of 100% and a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Senior Certificates (other than
the Class PO Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans or related REO Properties (other than the Discount Fraction of
the Discount Mortgage Loans) immediately prior to such Distribution Date.
"Senior Principal Distribution Amount": As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution Amount
remaining after the distribution of all amounts required to be distributed
pursuant to Section 4.01(b)(i) and (b) the sum of the amounts required to be
distributed to the Class A Certificates and Class R Certificates on such
Distribution Date pursuant to Section 4.01(b)(ii), (xv) and (xvi).
"Servicer": Provident Funding Associates, L.P., or any
successor servicer appointed as herein provided.
"Servicer Remittance Date": The 18th day of each month, or if
such day is not a Business Day, the immediately preceding Business Day.
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"Servicing Account": The account or accounts created and
maintained pursuant to Section 3.08.
"Servicing Advances": All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in connection with a default,
delinquency or other unanticipated event 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 a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Section 3.08 and Section 3.12.
"Servicing Fee": As to each Mortgage Loan, an amount, payable
out of any payment of interest on the Mortgage Loan, equal to the product of (a)
the Servicing Fee Rate and (b) the Stated Principal Balance of such Mortgage
Loan for the calendar month preceding the month in which the payment is due
(alternatively, in the event such payment of interest accompanies a Principal
Prepayment in full made by the Mortgagor, interest at the Servicing Fee Rate for
the number of days covered by such payment of interest).
"Servicing Fee Rate": With respect to each Mortgage Loan, the
related per annum rate set forth on the Mortgage Loan Schedule.
"Servicing Officer": Any officer of the Master Servicer or
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 by the Master Servicer or Servicer,
as such list may from time to time be amended.
"Single Certificate": A Certificate of any Class evidencing an
Initial Certificate Principal Balance of $1,000.
"Special Hazard Amount": As of any Distribution Date, an
amount equal to $4,223,271 (the initial "Special Hazard Amount") minus the sum
of (i) the aggregate amount of Special Hazard Losses allocated solely to one or
more Classes of Certificates in accordance with Section 4.04 and (ii) the
Adjustment Amount (as defined below) as most recently calculated. For each
Anniversary, the Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Adjustment Amount for
such Anniversary) exceeds the greater of (A) the greatest of (i) twice the
outstanding principal balance of the Mortgage Loan in the Trust Fund which has
the largest outstanding principal balance on the Distribution Date immediately
preceding such anniversary, (ii) the product of 1.00% multiplied by the
outstanding principal balance of all Mortgage Loans on the Distribution Date
immediately preceding such anniversary and (iii) the aggregate outstanding
principal balance (as of the immediately preceding Distribution Date) of the
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Mortgage Loans in any single five-digit California zip code area with the
largest amount of Mortgage Loans by aggregate principal balance as of such
Anniversary and (B) the greater of (i) the product of 0.50% multiplied by the
outstanding principal balance of all Mortgage Loans on the Distribution Date
immediately preceding such Anniversary multiplied by a fraction, the numerator
of which is equal to the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans secured by
Mortgaged Properties located in the State of California divided by the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of all of the Mortgage Loans, expressed as a percentage, and the
denominator of which is equal to 89.92% (which percentage is equal to the
percentage of Mortgage Loans initially secured by Mortgaged Properties located
in the State of California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest Mortgage Loan
secured by a Mortgaged Property located in the State of California.
The Special Hazard Amount may be further reduced by the
Servicer (including accelerating the manner in which coverage is reduced)
provided that prior to any such reduction, the Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
"Special Hazard Loss": Any Realized Loss not in excess of the
cost of the lesser of repair or replacement of a Mortgaged Property suffered by
such Mortgaged Property on account of direct physical loss as reported by the
Servicer to the Master Servicer or by any other party hereto, exclusive of (i)
any loss of a type covered by a Primary Hazard Insurance Policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12, except to the extent of the portion of such loss not
covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
"Special Hazard Percentage": As of each Anniversary, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of such immediately
preceding Distribution Date.
"Standard & Poor's": Standard & Poor's, a division of The
McGraw Hill Companies, Inc., or its successor in interest.
"Startup Day": The day designated as such pursuant to Article
X hereof.
"Stated Principal Balance": With respect to any Mortgage Loan
or related REO Property at any given time, (i) the principal balance of the
Mortgage Loan outstanding as of the
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Cut-off Date, after application of principal payments due on or before such
date, whether or not received, minus (ii) the sum of (a) the principal portion
of the Monthly Payments due with respect to such Mortgage Loan or REO Property
during each Due Period ending prior to the most recent Distribution Date which
were received or with respect to which an Advance was made, and (b) all
Principal Prepayments with respect to such Mortgage Loan or REO Property, and
all Insurance Proceeds, Liquidation Proceeds and net income from a REO Property
to the extent applied by the Servicer as recoveries of principal in accordance
with Section 3.14 with respect to such Mortgage Loan or REO Property, which were
distributed pursuant to Section 4.01 on any previous Distribution Date, and (c)
any Realized Loss with respect thereto allocated pursuant to Section 4.04 for
any previous Distribution Date.
"Subordinate Certificate": Any of the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Certificates.
"Subordinate Percentage": As of any date of determination, a
percentage equal to 100% minus Senior Percentage as of such date.
"Subordinate Principal Distribution Amount": With respect to
any Distribution Date and each Class of Class B Certificates, (a) the sum of (i)
the product of (x) the related Class B Percentage for such Class and (y) the
aggregate of the amounts calculated for such Distribution Date under clauses
(1), (2) and (3) of Section 4.01(b)(ii)(Y)(A); (ii) such Class's pro rata share,
based on the Certificate Principal Balance of each Class of Class B Certificates
then outstanding, of the principal collections described in Section
4.01(b)(ii)(Y)(B)(b) (without giving effect to the Senior Accelerated
Distribution Percentage), to the extent such collections are not otherwise
distributed to the Senior Certificates; (iii) the product of (x) the related
Prepayment Distribution Percentage and (y) the aggregate of all Principal
Prepayments in Full and Curtailments received in the related Prepayment Period
(other than the related Discount Fraction of such Principal Payments in Full and
Curtailments with respect to a Discount Mortgage Loan) to the extent not payable
to the Senior Certificates; and (iv) any amounts described in clauses (i), (ii)
and (iii) as determined for any previous Distribution Date, that remain
undistributed to the extent that such amounts are not attributable to Realized
Losses which have been allocated to a subordinate Class of Class B Certificates;
PROVIDED, HOWEVER, that such amount shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.
"Tax Returns": The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of the REMIC due to their 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
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Revenue Service or any other governmental taxing authority under any applicable
provisions of federal, state or local tax laws.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation or other form of assignment of any Ownership Interest in a
Certificate.
"Transferor": Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.
"Trustee": The First National Bank of Chicago, or its
successor in interest, or any successor trustee appointed as herein provided.
"Trust Fund": The segregated pool of assets, with respect to
which a REMIC election is to be made, consisting of: (i) each Mortgage Loan
(exclusive of payments of principal and interest due on or before the Cut-off
Date, if any, received by the Servicer which shall not constitute an asset of
the Trust Fund) as from time to time are subject to this Agreement and all
payments under and proceeds of such Mortgage Loans (exclusive of any prepayment
fees and late payment charges received on the Mortgage Loans), together with all
documents included in the related Mortgage File, subject to Section 2.01; (ii)
such funds or assets as from time to time are deposited in the Protected
Account, Custodial Account or the Certificate Account and belonging to the Trust
Fund; (iii) any REO Property; (iv) the Primary Hazard Insurance Policies, if
any, the Primary Insurance Policies, if any, and all other Insurance Policies
with respect to the Mortgage Loans; and (v) the Depositor's interest in respect
of the representations and warranties made by the Seller in the Mortgage Loan
Purchase Agreement as assigned to the Trustee pursuant to Section 2.04 hereof.
"Uninsured Cause": Any cause of damage to property subject to
a Mortgage such that the complete restoration of such property is not fully
reimbursable by the Primary Hazard Insurance Policies or flood insurance
policies required to be maintained pursuant to Section
3.12.
"United States Person": A citizen or resident of the United
States, a corporation or a partnership (including an entity treated as a
corporation or partnership for United States federal income tax purposes)
created or organized in, or under the laws of, the United States or any State
thereof or the District of Columbia (except, in the case of a partnership, to
the extent provided in regulations) or an estate whose income is subject to
United States federal income tax regardless of its source, or a trust if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more such United States Persons have the
authority to control all substantial decisions of the trust. To the extent
prescribed in regulations by the Secretary of the Treasury, which have not yet
been issued, a trust which was in existence on August 20, 1996 (other than a
trust treated as owned by the grantor under subpart E of part I of subchapter J
of chapter 1 of the Code), and which was treated as a United States
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person on August 20, 1996 may elect to continue to be treated as a United States
person notwithstanding the previous sentence.
"Variable Strip Certificates": Any one of the Class X
Certificates.
"Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. At all times during the
term of this Agreement, 98% of all of the Voting Rights shall be allocated among
Holders of the Regular Certificates (other than the Class X Certificates) on the
basis of the Certificate Principal Balances thereof, 1% of all Voting Rights
shall be allocated to the Holders of the Class X Certificates, and the Holders
of the Class R Certificates shall be entitled to 1% of all of the Voting Rights,
allocated among the Certificates of each such Class in accordance with their
respective Percentage Interests.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans.
The Depositor, as of the Closing Date, and concurrently with
the execution and delivery hereof, does hereby assign, transfer, sell, set over
and otherwise convey to the Trustee without recourse all the right, title and
interest of the Depositor in and to the Mortgage Loans identified on the
Mortgage Loan Schedule (exclusive of any prepayment fees and late payment
charges received thereon) and all other assets included or to be included in the
Trust Fund for the benefit of the Certificateholders. Such assignment includes
all principal and interest received by the Servicer on or with respect to the
Mortgage Loans (other than payment of principal and interest due on or before
the Cut-off Date).
In connection with such transfer and assignment, the Depositor
has caused the Seller to deliver to, and deposit with the Trustee, or to and
with one or more custodians, as the duly appointed agent or agents of the
Trustee for such purpose, as described in the Mortgage Loan
Purchase Agreement the following documents or instruments:
(i) the original Mortgage Note, endorsed "The First National
Bank of Chicago, as trustee" with all intervening endorsements showing
a complete chain of endorsements from the originator to the Person
endorsing it to the Trustee or, with respect to any Mortgage Loan as to
which the original Mortgage Note has been permanently lost or destroyed
and has not been replaced, a Lost Note Affidavit;
(ii) the original recorded Mortgage or, if the original Mortgage
has not been returned from the applicable public recording office, a
copy of the Mortgage certified by the Seller to be a true and complete
copy of the original Mortgage submitted for recording;
(iii) a duly executed original Assignment of the Mortgage, without
recourse, in recordable form to "The First National Bank of Chicago, as
trustee";
(iv) the original recorded Assignment or Assignments of the
Mortgage showing a complete chain of assignment from the originator
thereof to the Person assigning it to the Trustee or, if any such
Assignment has not been returned from the applicable public recording
office, a copy of such Assignment certified by the Seller to be a true
and
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complete copy of the original Assignment submitted to the title
insurance company for recording;
(v) the original title insurance policy, or, if such policy has
not been issued, any one of an original or a copy of the preliminary
title report, title binder or title commitment on the Mortgaged
Property with the original policy of the insurance to be delivered
promptly following the receipt thereof; and
(vi) the original of any assumption, modification, extension or
guaranty agreement.
The Seller is obligated as described in the Mortgage Loan
Purchase Agreement to deliver to the Trustee or Custodian: (a) either the
original recorded Mortgage, or in the event such original cannot be delivered by
the Seller, a copy of such Mortgage certified as true and complete by the
appropriate recording office, in those instances where a copy thereof certified
by the Seller was delivered to the Trustee or Custodian pursuant to clause (ii)
above; and (b) either the original Assignment or Assignments of the Mortgage,
with evidence of recording thereon, showing a complete chain of assignment from
the originator to the Seller, or in the event such original cannot be delivered
by the Seller, a copy of such Assignment or Assignments certified as true and
complete by the appropriate recording office, in those instances where copies
thereof certified by the Seller were delivered to the Trustee or Custodian
pursuant to clause (iv) above. Notwithstanding anything to the contrary
contained in this Section 2.01, in those instances where the public recording
office retains the original Mortgage after it has been recorded, the Seller
shall be deemed to have satisfied its obligations hereunder upon delivery to the
Trustee or Custodian of a copy of such Mortgage certified by the public
recording office to be a true and complete copy of the recorded original
thereof.
If any Assignment is lost or returned unrecorded to the
Trustee or Custodian because of any defect therein, the Seller is required, as
described in the Mortgage Loan Purchase Agreement, to prepare a substitute
Assignment or cure such defect, as the case may be, and the Seller shall cause
such Assignment to be recorded in accordance with this section.
The Seller is required as described in the Mortgage Loan
Purchase Agreement to exercise its best reasonable efforts to deliver or cause
to be delivered to the Trustee or Custodian within 120 days of the Closing Date
the original or a photocopy of the title insurance policy with respect to each
Mortgage Loan assigned to the Trustee pursuant to this Section 2.01.
All original documents relating to the Mortgage Loans which
are not delivered to the Trustee or Custodian are and shall be held by the
Servicer in trust for the benefit of the Trustee
on behalf of the Certificateholders.
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Except as may otherwise expressly be provided herein, none of
the Depositor, the Master Servicer, the Servicer or the Trustee shall assign,
sell, dispose of or transfer any interest in the Trust Fund or any portion
thereof, or permit the Trust Fund or any portion thereof to be subject to any
lien, claim, mortgage, security interest, pledge or other encumbrance of, any
other Person.
It is intended that the conveyance of the Mortgage Loans by
the Depositor to the Trustee as provided in this Section be, and be construed
as, a sale of the Mortgage Loans as provided for in this Section 2.01 by the
Depositor to the Trustee for the benefit of the Certificateholders. It is,
further, not intended that such conveyance be deemed a pledge of the Mortgage
Loans by the Depositor to the Trustee to secure a debt or other obligation of
the Depositor. However, in the event that the Mortgage Loans are held to be
property of the Depositor, or if for any reason this Agreement is held or deemed
to create a security interest in the Mortgage Loans, then it is intended that,
(a) this Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance
provided for in this Section shall be deemed to be (1) a grant by the Depositor
to the Trustee of a security interest in all of the Depositor's right (including
the power to convey title thereto), title and interest, whether now owned or
hereafter acquired, in and to (A) the Mortgage Loans, including the Mortgage
Notes, the Mortgages, any related Insurance Policies and all other documents in
the related Mortgage Files, (B) all amounts payable to the holders of the
Mortgage Loans in accordance with the terms thereof, and (C) all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, including without limitation all amounts from time
to time held or invested in the Certificate Account, the Custodial Account or
the Protected Account, whether in the form of cash, instruments, securities or
other property and (2) an assignment by the Depositor to the Trustee of any
security interest in any and all of the Seller's right (including the power to
convey title thereto), title and interest, whether now owned or hereafter
acquired, in and to the property described in the foregoing clauses (1)(A)
through (C); (c) the possession by the Trustee or its agent 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" or possession by a purchaser or a person designated by such secured
party, for purposes of perfecting the security interest pursuant to the New York
Uniform Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction (including, without limitation, Sections 9-115, 9-305, 8-102,
8-301, 8-501 and 8-503 thereof); 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 Trustee for the purpose of perfecting such security interest under
applicable law. The Depositor and, at the Depositor's direction, the Trustee
shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans, such security interest would be deemed to be
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a perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of the Agreement.
SECTION 2.02. Acceptance of the Trust Fund by the Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the Custodian as the duly
appointed agent of the Trustee) (subject to any exceptions noted in the Initial
Certification described below), of the documents referred to in Section 2.01
above and all other assets included in the definition of "Trust Fund" and
declares that it, or a Custodian as its agent, holds and will hold such
documents and the other documents delivered to it, or a Custodian as its agent,
constituting the Mortgage Files, and that it, or a Custodian as its agent, holds
or will hold such other assets included in the definition of "Trust Fund" (to
the extent delivered or assigned to the Trustee), in trust for the exclusive use
and benefit of all present and future Certificateholders.
The Trustee agrees, for the benefit of the Certificateholders,
to review or cause to be reviewed by a Custodian on its behalf (such Custodian
so obligated under a Custodial Agreement), each Mortgage File on or before the
Closing Date to ascertain that all documents required to be delivered to it are
in its possession, and the Trustee agrees to execute and deliver, or cause to be
executed and delivered, to the Depositor and the Master Servicer on the Closing
Date, an initial certification to the effect that, as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full
or any Mortgage Loan specifically identified in such certification as not
covered by such certification), (i) all documents required to be delivered to it
pursuant to this Agreement with respect to such Mortgage Loan are in its
possession, (ii) such documents have been reviewed by it and appear regular on
their face and relate to such Mortgage Loan and (iii) based on its examination
and only as to the foregoing documents, the information set forth in items (i),
(ii), (iii) and (iv) of the definition of the "Mortgage Loan Schedule"
accurately reflects information set forth in the Mortgage File. None of the
Trustee, the Custodian or the Master Servicer shall be under any duty to
determine whether any Mortgage File should include any of the documents
specified in clause (vi) of Section 2.01. None of the Trustee, the Custodian or
the Master Servicer shall be under any duty or obligation to inspect, review or
examine said documents, instruments, certificates or other papers to determine
that the same are genuine, enforceable or appropriate for the represented
purpose or that they have actually been recorded, or they are in recordable form
or that they are other than what they purport to be on their face.
Within 90 days of the Closing Date the Trustee shall cause the
Custodian to deliver to the Depositor and the Master Servicer a final
certification evidencing the completeness of the Mortgage Files, with any
applicable exceptions noted thereon.
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If in the process of reviewing the Mortgage Files and
preparing the certifications referred to above the Trustee or Custodian, as the
case may be, finds any document or documents constituting a part of a Mortgage
File to be missing or defective in any material respect, the Trustee or
Custodian (such Custodian being so obligated under a Custodial Agreement) shall
promptly notify the Seller, the Master Servicer and the Depositor. The Trustee
or Custodian shall promptly notify the Master Servicer and the Seller of such
defect and request that the Seller cure any such defect within 90 days from the
date on which the Seller was notified of such defect, and if the Seller does not
cure such defect in all material respects during such period, the Trustee shall
request on behalf of the Certificateholders that the Seller purchase such
Mortgage Loan from the Trust Fund at the Purchase Price within 90 days after the
date on which the Seller was notified of such defect; provided that if such
defect would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code, any such cure or repurchase must
occur within 90 days from the date such breach was discovered. It is understood
and agreed that the obligation of the Seller to cure a material defect in, or
purchase any Mortgage Loan as to which a material defect in a constituent
document exists shall constitute the sole remedy respecting such defect
available to Certificateholders or the Trustee on behalf of Certificateholders.
The Purchase Price for the purchased Mortgage Loan shall be deposited or caused
to be deposited upon receipt by the Master Servicer in the Custodial Account
and, upon receipt by the Trustee or any Custodian of written notification of
such deposit signed by a Servicing Officer, the Trustee or any Custodian shall
release or cause to be released to the Seller the related Mortgage File and
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as the Seller shall require as necessary to vest in the
Seller ownership of any Mortgage Loan released pursuant hereto and at such time
the Trustee or Custodian, as its agent, shall have no further responsibility
with respect to the related Mortgage File.
SECTION 2.03. Representations, Warranties and Covenants of the
Master Servicer.
The Master Servicer hereby represents and warrants to and
covenants with the Depositor, the Servicer and the Trustee for the benefit of
Certificateholders that:
(i) The Master Servicer is, and throughout the term
hereof shall remain, a national banking association duly organized,
validly existing and in good standing under the laws of the United
States (except as otherwise permitted pursuant to Section 6.02), the
Master Servicer is, and shall remain, in compliance with the laws of
the United States and has the corporate power and authority to perform
its obligations under this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer, and the performance and compliance with the terms of
this Agreement by the Master Servicer, will not violate the Master
Servicer's charter or bylaws or constitute a
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default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach of, any
material agreement or other instrument to which it is a party or which
is applicable to it or any of its assets;
(iii) The Master Servicer has the full power and authority
to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance
of this Agreement, and has duly executed and delivered this Agreement;
(iv) This Agreement, assuming due authorization,
execution and delivery by the Depositor, the Servicer and the Trustee,
constitutes a valid, legal and binding obligation of the Master
Servicer, enforceable against the Master Servicer in accordance with
the terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally, and (B) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in
equity or at law;
(v) The Master Servicer is not in violation of, and its
execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a
violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local
governmental or regulatory authority, which violation is likely to
affect materially and adversely either the ability of the Master
Servicer to perform its obligations under this Agreement or the
financial condition of the Master Servicer;
(vi) No litigation is pending or, to the best of the
Master Servicer's knowledge, threatened against the Master Servicer
which would prohibit its entering into this Agreement or performing its
obligations under this Agreement or is likely to affect materially and
adversely either the ability of the Master Servicer to perform its
obligations under this Agreement or the financial condition of the
Master Servicer;
(vii) The execution of this Agreement and the performance
of the Master Servicer's obligations hereunder do not require any
license, consent or approval of any state or federal court, agency,
regulatory authority or other governmental body having jurisdiction
over the Master Servicer, other than such as have been obtained;
(viii) As of the date hereof, no information, certificate
of an officer, statement furnished in writing or report delivered to
the Depositor, any affiliate of the Depositor or the Trustee by the
Master Servicer in its capacity as Master Servicer, to the knowledge of
the Master Servicer, contains any untrue statement of a material fact;
and
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(ix) The Master Servicer's computer and other systems
used in master servicing mortgage loans will be modified and maintained
to operate in a manner such that at all times, including on and after
January 1, 2000, (i) the Master Servicer can master service the
Mortgage Loans in accordance with the terms of this Agreement if
necessary and (ii) the Master Servicer can operate its business in the
same manner as it is operating on the date hereof; provided that the
Master Servicer's ability to meet the requirements of this
representation may be limited in circumstances where it relies (after
reasonable due diligence in inquiring into and obtaining reasonable
compliance representations) on third party systems which are
incompatible with those of the Master Servicer on or after January 1,
2000.
It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.03 shall survive the
execution and delivery of this Agreement, and shall inure to the benefit of the
Depositor, the Servicer, the Trustee and the Certificateholders. Upon discovery
by the Depositor, the Servicer, the Trustee or the Master Servicer of a breach
of any of the foregoing representations, warranties and covenants that
materially and adversely affects the interests of the Depositor, the Servicer,
or the Trustee, the party discovering such breach shall give prompt written
notice to the other parties.
SECTION 2.04. Representations and Warranties of the Seller.
The Depositor hereby assigns to the Trustee for the benefit of
Certificateholders its interest in respect of the representations and warranties
made by the Seller in the Mortgage Loan Purchase Agreement or the exhibits
thereto. Insofar as the Mortgage Loan Purchase Agreement relates to such
representations and warranties and any remedies provided thereunder for any
breach of such representations and warranties, such right, title and interest
may be enforced by the Trustee on behalf of the Certificateholders. Upon the
discovery by the Depositor, the Master Servicer, the Servicer, the Trustee or
any Custodian of a breach of any of the representations and warranties made in
the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which
materially and adversely affects the interests of the Certificateholders in such
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (such Custodian being so obligated under a Custodial
Agreement). The Trustee, the Master Servicer or the Servicer, as the case may
be, shall promptly notify the Seller of such breach and request that the Seller
shall, within 90 days from the date that the Seller was notified or otherwise
obtained knowledge of such breach, either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that if such breach
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. However, in the case of a
breach under the Mortgage Loan Purchase Agreement, subject to the approval of
the Depositor the Seller shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage
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Loan if such substitution occurs within two years following the Closing Date,
except that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
substitution must occur within 90 days from the date the breach was discovered
if such 90 day period expires before two years following the Closing Date. In
the event that the Seller elects to substitute a Qualified Substitute Mortgage
Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the
Seller shall deliver to the Trustee or Custodian, as the case may be, for the
benefit of the parties hereto and the Certificateholders with respect to such
Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the
Mortgage, an Assignment of the Mortgage in recordable form, and such other
documents and agreements as are required by Section 2.01, with the Mortgage Note
endorsed as required by Section 2.01. No substitution will be made in any
calendar month after the Determination Date for such month. Monthly Payments due
with respect to Qualified Substitute Mortgage Loans in the month of substitution
shall not be part of the Trust Fund and will be retained by the Servicer and
remitted by the Servicer to the Seller on the next succeeding Distribution Date.
For the month of substitution, distributions to Certificateholders will include
the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter
the Seller shall be entitled to retain all amounts received in respect of such
Deleted Mortgage Loan. The Depositor shall amend or cause to be amended the
Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the
removal of such Deleted Mortgage Loan and the substitution of the Qualified
Substitute Mortgage Loan or Loans and the Depositor shall deliver the amended
Mortgage Loan Schedule to the Master Servicer, the Servicer, the Custodian and
the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or
Loans shall be subject to the terms of this Agreement in all respects, the
Seller shall be deemed to have made the representations and warranties with
respect to the Qualified Substitute Mortgage Loan contained in the Mortgage Loan
Purchase Agreement as of the date of substitution, and the Depositor shall be
deemed to have made with respect to any Qualified Substitute Mortgage Loan or
Loans, as of the date of substitution, the representations and warranties set
forth in Section 2.03 hereof.
In connection with the substitution of one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer
will determine the amount (if any) by which the aggregate principal balance of
all such Qualified Substitute Mortgage Loans as of the date of substitution is
less than the aggregate Stated Principal Balance of all such Deleted Mortgage
Loans (in each case after application of the principal portion of the Monthly
Payments due in the month of substitution that are to be distributed to
Certificateholders in the month of substitution). The Seller shall provide the
Master Servicer on the day of substitution for immediate deposit into the
Custodial Account the amount of such shortfall, without any reimbursement
therefor. The Seller shall give notice in writing to the Trustee of such event,
which notice shall be accompanied by an Officer's Certificate as to the
calculation of such shortfall and by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the REMIC,
including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date"
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under Section 860G(d)(1) of the Code or (b) any portion of the REMIC to fail to
qualify as a REMIC at any time that any Certificate is outstanding. The costs of
any substitution as described above, including any related assignments, opinions
or other documentation in connection therewith shall be borne by the Seller.
Except as expressly set forth herein none of the Trustee, the
Custodian or the Master Servicer is under any obligation to discover any breach
of the above mentioned representations and warranties. It is understood and
agreed that the obligation of the Seller to cure such breach, purchase or to
substitute for such Mortgage Loan as to which such a breach has occurred and is
continuing shall constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders.
SECTION 2.05. Issuance of Certificates Evidencing Interests in
the Trust Fund.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery of the Mortgage Files to it, subject to any exceptions
noted pursuant to Section 2.02 above, together with the assignment to it of all
other assets included in the Trust Fund, receipt of which is hereby
acknowledged. Concurrently with such delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Depositor, executed by an
officer of the Depositor, has executed and caused to be authenticated and
delivered to, or upon the order of, the Depositor the Certificates in authorized
denominations which evidence ownership of the Trust Fund.
SECTION 2.06 Representations, Warranties and Covenants of the
Servicer.
The Servicer hereby represents and warrants to the Master
Servicer and the Trustee as follows:
(i) The Servicer is a validly existing limited
partnership in good standing under the laws of the State of California and is
qualified to transact business in, is in good standing under the laws of, and
possesses all licenses necessary for the conduct of its business in, each state
in which any Mortgaged Property is located or is otherwise exempt or not
required under applicable law to effect such qualification or license and no
demand for such qualification or license has been made upon the Servicer by any
such state, and in any event the Servicer is in compliance with the laws of each
such State to the extent necessary to ensure the enforceability of each Mortgage
Loan and the servicing of the Mortgage Loans in accordance with the terms of
this Agreement;
(ii) The Servicer has full power and authority to
execute, deliver and perform, and to enter into and consummate all transactions
contemplated by this Agreement and to conduct its business as presently
conducted, has duly authorized the execution, delivery and
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performance of this Agreement, has duly executed and delivered this Agreement,
and this Agreement constitutes a legal, valid and binding obligation of the
Servicer, enforceable against it in accordance with its terms subject to
bankruptcy laws and other similar laws of general application affecting rights
of creditors and subject to the application of the rules of equity, including
those respecting the availability of specific performance;
(iii) Neither the execution and delivery of this
Agreement, nor the fulfillment of or compliance with the terms and conditions of
this Agreement will conflict with any of the terms, conditions or provisions of
the Servicer's limited partnership agreement or limited partnership certificate,
nor the charter or by-laws of the Servicer's general partner or materially
conflict with or result in a material breach of any of the terms, conditions or
provisions of any legal restriction or any agreement or instrument to which the
Servicer is now a party or by which it is bound, or constitute a default or
result in an acceleration under any of the foregoing, or result in the material
violation of any law, rule, regulation, order, judgment or decree to which the
Servicer or its property is subject;
(iv) There is no litigation pending or threatened
with respect to the Servicer which is reasonably likely to have a material
adverse effect on the servicers of the Mortgage Loans, the execution, delivery
or enforceability of this Agreement, or which is reasonably likely to have a
material adverse effect on the financial condition of the Servicer;
(v) No consent, approval, authorization or order of
any court or governmental agency or body is required for the execution, delivery
and performance by the Servicer of or compliance by the Servicer with this
Agreement, except for consents, approvals, authorizations and orders which have
been obtained;
(vi) The collection and servicing practices used by
the Servicer, with respect to each Mortgage Note and Mortgage have been in all
material respects legal, proper and prudent in the mortgage origination and
servicing business. With respect to escrow deposits and payments that the
Servicer collects, all such payments are in the possession of, or under the
control of, the Servicer, and there exist no deficiencies in connection
therewith for which customary arrangements for repayment thereof have not been
made. No escrow deposits or other charges or payments due under the Mortgage
Note have been capitalized under any Mortgage or the related Mortgage Note;
(vii) The Servicer is an approved seller/servicer of
residential mortgage loans for Fannie Mae and Freddie Mac with such facilities,
procedures and personnel necessary for the sound servicing of such mortgage
loans. The Servicer is in good standing to sell mortgage loans to and service
mortgage loans for Fannie Mae and Freddie Mac and no event has occurred which
would make the Servicer unable to comply with eligibility requirements or which
would require an adverse notification to either Fannie Mae or Freddie Mac;
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(viii) The Servicer does not believe, nor does it
have any cause or reason to believe, that it cannot perform each and every
covenant contained in this Agreement;
(ix) No statement, report or other document furnished
or to be furnished pursuant to the Agreement contains or will contain any
statement that is or will be inaccurate or misleading in any material respect or
omits to state a material fact required to be stated therein or necessary to
make the information and statements therein not misleading; and
(x) The Servicer's computer and other systems used in
servicing the Mortgage Loans will be modified and maintained to operate in a
manner such that at all times, including on and after January 1, 2000, (i) the
Servicer can service the Mortgage Loans in accordance with the terms of this
Agreement and (ii) the Servicer can operate its business in the same manner as
it is operating on the date hereof.
It is understood and agreed that the representations and
warranties set forth in this Section 2.06 shall survive delivery of the Mortgage
Loans to the Trustee.
Upon discovery by any of the Master Servicer, the Servicer, or
the Trustee of a breach of any of the representations and warranties set forth
in this Section 2.06 which materially and adversely affects the interests of the
Certificateholders, the party discovering such breach shall give prompt written
notice to the other parties. Within 60 days of its discovery or its receipt of
notice of breach, the Servicer shall cure such breach in all material respects
and, upon the Servicer's continued failure to cure such breach, may thereafter
be removed by the Master Servicer pursuant to Section 3.25 hereof; PROVIDED,
HOWEVER, that if the Servicer can demonstrate to the reasonable satisfaction of
the Master Servicer that it is diligently pursuing remedial action, then the
cure period may be extended with the written approval of the Master Servicer,
which written approval shall not be unreasonably withheld.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST FUND
SECTION 3.01 Duties of the Master Servicer.
The Master Servicer shall supervise, monitor and oversee the
obligation of the Servicer to service and administer the Mortgage Loans in
accordance with the terms of this Agreement and shall have full power and
authority to do any and all things which it may deem necessary or desirable in
connection with such master servicing and administration. In performing its
obligations hereunder, the Master Servicer shall act in a manner which generally
shall conform to the standards of an institution prudently master servicing
Mortgage Loans for its own account. Furthermore, the Master Servicer shall
oversee and consult with the Servicer as necessary from time-to-time to carry
out the Master Servicer's obligations hereunder, shall receive, review and
evaluate all reports, information and other data provided to the Master Servicer
by the Servicer and shall otherwise exercise its reasonable best efforts to
cause the Servicer to perform and observe the covenants, obligations and
conditions to be performed or observed by the Servicer under this Agreement. The
Master Servicer shall monitor the Servicer's servicing activities with respect
to each Mortgage Loan, reconcile the results of such monitoring with such
information provided in the previous sentence on a monthly basis and coordinate
corrective adjustments to the Servicers' and Master Servicer's records, and
based on such reconciled and corrected information, prepare the statements
specified in Section 4.03 and any other information and statements required
hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan
monitoring with the actual remittances of the Servicer. Subject to Section 3.15,
the Trustee shall furnish the Master Servicer and the Servicer with any limited
powers of attorney and other documents supplied to it reasonably necessary or
appropriate to enable the Master Servicer and the Servicer to service and
administer the Mortgage Loans.
SECTION 3.02 Monitoring of the Servicer's Performance.
The Master Servicer shall be responsible for reporting to the
Trustee and the Depositor the compliance by the Servicer with its duties under
this Agreement. In the review of the Servicer's activities, the Master Servicer
may rely upon an Officer's Certificate of the Servicer with regard to the
Servicer's compliance with the terms of this Agreement. In the event that the
Master Servicer, in its judgment, determines that the Servicer should be
terminated in accordance with this Agreement, or that a notice should be sent
pursuant to this Agreement with respect to the occurrence of an event that,
unless cured, would constitute grounds for such termination, the Master Servicer
shall issue such notice or take such other action as it deems appropriate. Upon
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request, the Master Servicer shall make available to the Depositor and to the
Trustee all reports submitted by the Servicer to the Master Servicer.
SECTION 3.03. Master Servicer Fidelity Bond and Master
Servicer Errors and Omissions Insurance Policy.
The Master Servicer, at its expense, shall maintain in effect
a blanket fidelity bond and an errors and omissions insurance policy, affording
coverage with respect to all directors, officers, employees and other Persons
acting on such Master Servicer's behalf, and covering errors and omissions in
the performance of the Master Servicer's obligations hereunder. The errors and
omissions insurance policy and the fidelity bond shall be in such form and
amount generally acceptable for entities serving as master servicers or
trustees.
SECTION 3.04 Master Servicer's Financial Statements and
Related Information.
For each year this Agreement is in effect, the Master Servicer
shall submit to the Trustee, each Rating Agency and the Depositor a copy of the
Master Servicer's annual audited financial statements on or prior to May 31 of
each year, which may be in the form of the consolidated financial statements of
the Master Servicer's corporate parent. Such financial statements shall include
a balance sheet, income statement and statement of retained earnings.
SECTION 3.05. Servicer to Act as Servicer.
The Servicer shall service the Mortgage Loans and any REO
Property in accordance with this Agreement and its normal servicing practices,
which generally shall conform to the standards of an institution prudently
servicing mortgage loans for its own account and shall have full authority to do
anything it reasonably deems appropriate or desirable in connection with such
servicing and administration. The Servicer may perform its responsibilities
relating to servicing through other agents or independent contractors, but shall
not thereby be released from any of its responsibilities as hereinafter set
forth. The authority of the Servicer shall include, without limitation, the
power to (i) consult with and advise any subservicer regarding administration of
a related Mortgage Loan, (ii) approve any recommendation by a subservicer to
foreclose on a related Mortgage Loan, (iii) supervise the filing and collection
of insurance claims and take or cause to be taken such actions on behalf of the
insured Person thereunder as shall be reasonably necessary to prevent the denial
of coverage thereunder, and (iv) effectuate foreclosure or other conversion of
the ownership of the Mortgaged Property securing a related Mortgage Loan,
including the employment of attorneys, the institution of legal proceedings, the
collection of deficiency judgments, the acceptance of compromise proposals, the
filing of claims under any Primary Insurance Policy and any other matter
pertaining to a delinquent Mortgage Loan. The
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authority of the Servicer shall include, in addition, the power on behalf of the
Certificateholders, the Trustee, the Master Servicer or any of them to (i)
execute and deliver customary consents or waivers and other instruments and
documents, (ii) consent to transfer of any related Mortgaged Property and
assumptions of the related Mortgage Notes and all other comparable instruments
(in the manner provided in this Agreement) and (iii) collect any Insurance
Proceeds, Liquidation Proceeds and REO Proceeds. Without limiting the generality
of the foregoing, the Servicer and any subservicer acting on its behalf may, and
is hereby authorized, and empowered by the Trustee to, execute and deliver, on
behalf of itself, the Certificateholders or the Trustee or any of them, any
instruments of satisfaction, cancellation, partial or full release, discharge
and all other comparable instruments, with respect to the related Mortgage
Loans, the Insurance Policies and the accounts related thereto, and the
Mortgaged Properties. The Servicer may exercise this power in its own name or in
the name of a subservicer.
In accordance with the standards of the preceding paragraph,
the Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties, which advances shall be reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 3.08, and further as
provided in Section 3.10; provided that the Servicer shall not be obligated to
make such advance if, in its good faith judgment, the Servicer determines that
such advance to be a Nonrecoverable Advance. No costs incurred by the Servicer
or by subservicers in effecting the payment of taxes and assessments on the
Mortgaged Properties shall, for the purpose of calculating distributions to
Certificateholders, be added to the amount owing under the related Mortgage
Loans, notwithstanding that the terms of such Mortgage Loans so permit.
Notwithstanding anything in this Agreement to the contrary,
the Servicer shall not (unless the Mortgagor is in default with respect to the
Mortgage Loan or such default is, in the judgment of the Servicer, reasonably
foreseeable) make or permit any modification, waiver or amendment of any term of
any Mortgage Loan that would both (i) effect an exchange or reissuance of such
Mortgage Loan under Section 1001 of the Code (or Treasury regulations
promulgated thereunder) and (ii) cause the Trust Fund to fail to qualify as a
REMIC under the Code or the imposition of any tax on "prohibited transactions"
or "contributions" after the Startup Day under the REMIC Provisions.
The relationship of the Servicer, the Trustee and the Master
Servicer and their successors under this Agreement is intended by the parties to
be that of an independent contractor
and not that of a joint venturer, partner or agent.
SECTION 3.06. Collection of Certain Mortgage Loan Payments.
(a) The Servicer shall make its reasonable efforts to
collect or cause to be collected all payments required under the terms and
provisions of the Mortgage Loans and shall
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follow collection procedures comparable to the collection procedures of prudent
mortgage lenders servicing mortgage loans for their own account to the extent
such procedures shall be consistent with this Agreement. Consistent with the
foregoing, the Servicer may in its discretion (i) 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 and (ii) suspend
or reduce or permit to be suspended or reduced regular monthly payments for a
period of up to six months, or arrange or permit an arrangement with a Mortgagor
for a scheduled liquidation of delinquencies. However, the Servicer may not
modify materially any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan. 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 an Advance to the same extent as if
such installment were due, owing and delinquent and had not been deferred
through liquidation of the Mortgaged Property; PROVIDED, HOWEVER, that the
obligation of the Servicer to make an Advance shall apply only to the extent
that the Servicer believes, in good faith, that such advances are not
Nonrecoverable Advances. The Servicer shall notify the Master Servicer of any
such modification.
(b) Within five Business Days after the Servicer has
determined that all amounts which it expects to recover from or on account of a
Mortgage Loan have been recovered and that no further Insurance Proceeds,
Liquidation Proceeds or other payments or cash recoveries will be received in
connection therewith, the Servicer shall provide to the Master Servicer and the
Trustee a certificate of a Servicing Officer that such Mortgage Loan became a
liquidated Mortgage Loan and has a Cash Liquidation or REO Disposition as of the
date of such determination.
The Servicer and the Master Servicer shall not be required to
institute or join in litigation with respect to collection of any payment
(whether under a Mortgage, Mortgage Note, Primary Hazard Insurance Policy or
otherwise or against any public or governmental authority with respect to a
taking or condemnation) if it reasonably believes that it is prohibited by
applicable law from enforcing the provision of the Mortgage or other instrument
pursuant to which such payment is required. The Servicer shall be responsible
for preparing and distributing all information statements relating to payments
on the Mortgage Loans, in accordance with all applicable federal and state tax
laws and regulations.
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SECTION 3.07. Protected Accounts.
The Servicer shall establish and maintain one or more accounts
(collectively, the "Protected Account"). The Protected Account shall be an
Eligible Account and shall otherwise be acceptable to the Master Servicer. All
amounts held in the Protected Account shall be held in trust for the Trustee for
the benefit of the Certificateholders. Any investment of funds held in such an
account shall be in Permitted Investments maturing not later than the Business
Day immediately preceding the next Servicer Remittance Date. The Servicer is
required to deposit into the Protected Account no later than the first Business
Day after receipt all proceeds of Mortgage Loans received by the Servicer, less
its servicing compensation and any unreimbursed expenses and advances, to the
extent such amounts would be reimbursable thereto from amounts on deposit in the
Protected Account as described in Section 3.10. The Servicer shall also deposit
in the Protected Account an amount equal to the amount of any loss incurred in
respect of any such investment immediately upon realization of such loss without
right of reimbursement. On each Servicer Remittance Date the Servicer shall
remit to the Master Servicer for deposit in the Custodial Account the Available
Distribution Amount plus the Master Servicing Fee from funds on deposit in the
Protected Account.
SECTION 3.08. Collection of Taxes, Assessments and Similar
Items; Servicing Accounts.
The Servicer shall establish and maintain one or more accounts
(the "Servicing Accounts"), each of which shall be an Eligible Account, and
shall deposit and retain therein all collections from the Mortgagors for the
payment of taxes, assessments, Primary Insurance Policy payments, Primary Hazard
Insurance Policy premiums, and comparable items for the account of the
Mortgagors, to the extent that the Servicer customarily escrows for such
amounts. Withdrawals of amounts so collected from a Servicing Account may be
made only to (i) effect payment of taxes, assessments, Primary Insurance Policy
premiums, Primary Hazard Insurance Policy premiums and comparable items; (ii)
reimburse the Servicer out of related collections for any payments made with
respect to taxes and assessments, and with respect to Primary Hazard Insurance
Policies; (iii) refund to Mortgagors any sums as may be determined to be
overages; or (iv) clear and terminate the Servicing Account at the termination
of this Agreement pursuant to Section 9.01. As part of its servicing duties, the
Servicer shall, if and to the extent required by law, pay to the Mortgagors
interest on funds in Servicing Accounts from its or their own funds, without any
reimbursement therefor.
SECTION 3.09. Deposits in the Protected Account.
(a) The Servicer shall deposit or cause to be
deposited in the Protected Account on a daily basis, or as and when received,
the following payments and collections received or made by or on behalf of it
subsequent to the Cut-off Date, or received by it prior to
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the Cut-off Date but allocable to a period subsequent thereto (other than in
respect of principal and interest on the Mortgage Loans due on or before the
Cut-off Date):
(i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans,
net of any portion thereof retained by the Servicer as Servicing Fee
and all payments on account of Compensating Interest as required
pursuant to Section 3.22;
(iii) all Insurance Proceeds, other than proceeds that represent
reimbursement of costs and expenses incurred by the Servicer in
connection with presenting claims under the related Insurance Policies,
Liquidation Proceeds and REO Proceeds;
(iv) all proceeds of any Mortgage Loan or REO Property
repurchased or purchased in accordance with Sections 2.02, 2.04 , 3.13,
3.21, or 9.01; and all amounts required to be deposited in connection
with the substitution of a Qualified Substitute Mortgage Loan pursuant
to Section 2.04; and
(v) any amounts required to be deposited pursuant to Section
3.12 or 4.03.
The foregoing requirements for deposit in the Protected
Account shall be exclusive. In the event the Master Servicer or the Servicer
shall deposit in the Protected Account any amount not required to be deposited
therein, it may withdraw such amount from the Protected Account, any provision
herein to the contrary notwithstanding. The Protected Account shall be
maintained as a segregated account, separate and apart from trust funds created
for mortgage pass-through certificates of other series, and the other accounts
of the Servicer.
(b) Funds in the Protected Account may be invested in
Permitted Investments in accordance with the provisions set forth in Section
3.07. The Servicer shall give notice to the Trustee, the Master Servicer and the
Depositor of the location of the Protected Account after any change thereof.
SECTION 3.10. Permitted Withdrawals From the Protected
Account.
The Servicer may, from time to time as provided herein, make
withdrawals from the Protected Account of amounts on deposit therein pursuant to
Section 3.09 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Custodial Account in the
amounts and in the manner provided for in Section 4.01;
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(ii) to pay to itself, the Master Servicer, the
Depositor, the Seller or any other appropriate person, as the case may
be, with respect to each Mortgage Loan that has previously been
purchased or repurchased pursuant to Sections 2.02, 2.04, 3.13, or 9.01
all amounts received thereon and not yet distributed as of the date of
purchase or repurchase;
(iii) to reimburse itself or the Master Servicer for
Advances not previously reimbursed, the Master Servicer's or the
Servicer's right to reimbursement pursuant to this clause (iii) being
limited to amounts received which represent Late Collections (net of
the related Master Servicing Fee and Servicing Fee) of Monthly Payments
on Mortgage Loans with respect to which such Advances were made and as
further provided in Section 3.14;
(iv) to reimburse or pay itself, the Master Servicer,
the Trustee or the Depositor for expenses incurred by or reimbursable
to the Master Servicer, the Trustee or the Depositor pursuant to
Sections 3.21, 6.03, 8.05, 10.01(c) or 10.01(g), except as otherwise
provided in such Sections;
(v) to reimburse itself or the Master Servicer for
costs and expenses incurred by or reimbursable to it relating to the
prosecution of any claims pursuant to Section 3.12 that are in excess
of the amounts so recovered;
(vi) to reimburse itself for unpaid Servicing Fee or
the Master Servicer for unpaid Master Servicing Fee and unreimbursed
Servicing Advances, the Master Servicer's or the Servicer's right to
reimbursement pursuant to this clause (vi) with respect to any Mortgage
Loan being limited to late recoveries of the payments for which such
advances were made pursuant to Section 3.08 and any other related Late
Collections;
(vii) to pay itself as servicing compensation (in
addition to the Servicing Fee), on or after each Distribution Date, any
interest or investment income earned on funds deposited in the
Protected Account for the period ending on such Distribution Date;
(viii) to reimburse itself or the Master Servicer for
any Advance or Servicing Advance previously made, after a Realized Loss
has been allocated with respect to the related Mortgage Loan if the
Advance or Servicing Advance was not reimbursed pursuant to clauses
(iii) and (vi); and
(ix) to clear and terminate the Protected Account at
the termination of this Agreement pursuant to Section 9.01.
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The Servicer shall keep and maintain separate accounting
records on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying
any withdrawal from the Protected Account pursuant to such subclauses (ii)
through (viii).
SECTION 3.11. Custodial Account.
(a) On the Closing Date, the Master Servicer shall open
and shall thereafter maintain an account held in trust (the "Custodial
Account"), entitled "The First National Bank of Chicago, as trustee, in
trust for the benefit of the Holders of SAMI 1998- 11." The Custodial
Account shall relate solely to the Certificates issued hereunder, and
funds in such Custodial Account shall not be commingled with any other
monies.
(b) The Master Servicer shall deposit into the
Custodial Account, no later than the Business Day following the Closing
Date, any amounts representing Monthly Payments on the Mortgage Loans
due after the Closing Date and received by the Master Servicer on or
before the Closing Date. Thereafter, promptly upon receipt, the Master
Servicer shall deposit or cause to be deposited in the Custodial
Account all amounts remitted by the Servicer in respect of the Mortgage
Loans. The Master Servicer shall maintain a separate "Master Loan
Payment Record" which shall reflect all deposits and withdrawals. On
the Business Day preceding each Distribution Date, the Master Servicer
will deposit to the Certificate Account in immediately available funds
the Available Distribution Amount.
(c) Any institution maintaining the Custodial Account
shall at the direction of the Master Servicer invest the funds in such
account in Permitted Investments, each of which shall be payable on
demand or mature not later than (i) the Business Day immediately
preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than
the Master Servicer is the obligor thereon, and (ii) no later than the
date on which such funds are required to be withdrawn from such account
pursuant to this Agreement, if the Master Servicer is the obligor
thereon and shall not be sold or disposed of prior to its maturity. All
income and gain realized from any such investment as well as any
interest earned on deposits in the Custodial Account shall be for the
benefit of the Master Servicer. The Master Servicer shall deposit in
the Custodial Account an amount equal to the amount of any loss
incurred in respect of any such investment immediately upon realization
of such loss without right of reimbursement.
SECTION 3.12. Maintenance of Primary Hazard Insurance.
The Servicer shall cause to be maintained for each Mortgage
Loan primary hazard insurance by a Qualified Insurer or other insurer
satisfactory to the Rating Agencies with extended
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coverage on the related Mortgaged Property in an amount equal to the lesser of
(i) 100% of the replacement value of the improvements, as determined by the
insurance company, on such Mortgaged Property or (ii) the unpaid principal
balance of the Mortgage Loan, PROVIDED, HOWEVER, that the amount of hazard
insurance may not be less than the amount necessary to prevent loss due to the
application of any co-insurance provision of the related policy. Unless a higher
deductible is required by law, the deductible on such hazard insurance policy
maybe no more than $1,000 or 1% of the applicable amount of coverage, whichever
is less. The Servicer shall also cause to be maintained on property acquired
upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan, fire
insurance with extended coverage in an amount equal to the replacement value of
the improvements thereon. Any reimbursed costs incurred in maintaining any
insurance described in this Section 3.12 shall be recoverable as a Servicing
Advance. The Servicer shall not be obligated to advance any amounts pursuant to
this Section 3.12 if, in its good faith judgment, the Servicer determines that
such advance would be a Nonrecoverable Advance. Pursuant to Section 3.09, any
amounts collected by the Servicer under any such policies (other than amounts to
be applied to the restoration or repair of the related Mortgaged Property or
property thus acquired or amounts released to the Mortgagor in accordance with
the Servicer's normal servicing procedures) shall be deposited in the Protected
Account and shall be subsequently transferred to the Custodial Account, subject
to withdrawal pursuant to Section 3.10. Any cost incurred by the Servicer in
maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to Certificateholders, be added to the amount owing under the
Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit. It
is understood and agreed that no earthquake or other additional insurance is to
be required of any Mortgagor or maintained on property acquired in respect of a
Mortgage Loan other than pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such additional insurance.
The Servicer shall exercise its best reasonable efforts to
maintain and keep in full force and effect each Primary Insurance Policy by a
Qualified Insurer, or other insurer satisfactory to the Rating Agencies, with
respect to each first lien Mortgage Loan as to which as of the Cut-off Date such
a Primary Insurance Policy was in effect (or, in the case of a Substitute
Mortgage Loan, the date of substitution) and the original principal amount of
the related Mortgage Note exceeded 80% of the Collateral Value in an amount at
least equal to the excess of such original principal amount over 75% of such
Collateral Value until the principal amount of any such first lien Mortgage Loan
is reduced below 80% of the Collateral Value or, based upon a new appraisal, the
principal amount of such first lien Mortgage Loan represents less than 80% of
the new appraised value. The Servicer shall effect the timely payment of the
premium on each Primary Insurance Policy. The Servicer shall have the power to
substitute for any Primary Insurance Policy another substantially equivalent
policy issued by another Qualified Insurer, PROVIDED, THAT, such substitution
shall be subject to the condition that it will not cause the ratings on the
Certificates to be downgraded or withdrawn, as evidenced in writing from each
Rating Agency.
No earthquake or other additional insurance is to be required of any
Mortgagor or
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maintained on property acquired with respect to a security instrument other than
pursuant to such applicable laws and regulations as shall at any time be in
force and shall require such additional insurance. When, at the time of
origination of the Mortgage Loan or at any subsequent time, the Mortgaged
Property is located in a federally designated special flood hazard area, the
Servicer shall use its best reasonable efforts to cause with respect to the
Mortgage Loans and each REO Property flood insurance (to the extent available
and in accordance with mortgage servicing industry practice) to be maintained.
Such flood insurance shall cover the Mortgaged Property, including all items
taken into account in arriving at the Collateral Value on which the Mortgage
Loan was based, and shall be in an amount equal to the lesser of (i) the Stated
Principal Balance of the related Mortgage Loan and (ii) the minimum amount
required under the terms of coverage to compensate for any damage or loss on a
replacement cost basis, but not more than the maximum amount of such insurance
available for the related Mortgaged Property under either the regular or
emergency programs of the National Flood Insurance Program (assuming that the
area in which such Mortgaged Property is located is participating in such
program). Unless applicable state law requires a higher deductible, the
deductible on such flood insurance may not exceed $1,000 or 1% of the applicable
amount of coverage, whichever is less.
In the event that the Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first two sentences of this
Section 3.12, it being understood and agreed that such 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 the first two sentences of this Section 3.12 and there shall have
been a loss which would have been covered by such policy, deposit in the
Protected Account from its own funds the amount not otherwise payable under the
blanket policy because of such deductible clause. Any such deposit by the
Servicer shall be made on the Servicer Remittance Date next preceding the
Distribution Date which occurs in the month following the month in which
payments under any such policy would have been deposited in the Protected
Account. In connection with its activities as administrator and servicer of the
Mortgage Loans, the Servicer agrees to present, on behalf of itself, the
Trustee, the Master Servicer and Certificateholders, claims under any such
blanket policy.
SECTION 3.13. Enforcement of Due-on-Sale Clauses; Assumption
Agreements.
The Servicer will, to the extent it has knowledge of any
conveyance or prospective conveyance by any Mortgagor of the Mortgaged Property
(whether by absolute conveyance or by contract of sale, and whether or not the
Mortgagor remains or is to remain liable under the Mortgage Note or the
Mortgage), exercise or cause to be exercised its rights to accelerate the
maturity of such Mortgage Loan under any "due-on-sale" clause applicable
thereto; provided, however, that the Servicer shall not exercise any such rights
if it reasonably believes that it is
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prohibited by law from doing so. The Servicer may purchase a Mortgage Loan at
the Purchase Price when the Servicer requires acceleration of the Mortgage Loan
by depositing such Purchase Price into the Protected Account, but only if the
Servicer is satisfied, as evidenced by an Officer's Certificate delivered to the
Trustee and the Master Servicer, that either (i) such Mortgage Loan is in
default or default is reasonably foreseeable or (ii) if such Mortgage Loan is
not in default or default is not reasonably foreseeable, such repurchase will
have no adverse tax consequences for the Trust Fund or any Certificateholder. If
the Servicer is unable to enforce such "due-on-sale" clause (as provided in the
second preceding sentence) or if no "due-on-sale" clause is applicable, the
Servicer is authorized to enter into an assumption and modification agreement
with the Person to whom such property has been conveyed or is proposed to be
conveyed, pursuant to which such Person becomes liable under the Mortgage Note
and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon; provided, however, that the Servicer shall not enter into any
assumption and modification agreement if the coverage provided under the Primary
Insurance Policy, if any, would be impaired by doing so. The Servicer shall
notify the Master Servicer and the Trustee, whenever possible, before the
completion of such assumption agreement, and shall forward to the Master
Servicer and the Trustee the original copy of such assumption agreement, which
copy shall be added by the Trustee to the related Mortgage File and which shall,
for all purposes, be considered a part of such Mortgage File to the same extent
as all other documents and instruments constituting a part thereof. In
connection with any such assumption agreement, the interest rate on the related
Mortgage Loan shall not be changed and no other material alterations in the
Mortgage Loan shall be made unless such material alteration would not cause the
Trust Fund to fail to qualify as a REMIC for federal income tax purposes, as
evidenced by an Opinion of Counsel. The Servicer is also authorized 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 the Mortgagor and becomes liable under the Mortgage Note. Any fee collected
by or on behalf of the Servicer for entering into an assumption or substitution
of liability agreement will be retained by or on behalf of the Servicer as
additional servicing compensation. In connection with any such assumption, no
material term of the Mortgage Note (including but not limited to the Mortgage
Rate, the amount of the Monthly Payment and any other term affecting the amount
or timing of payment on the Mortgage Loan) may be changed. The Servicer shall
not enter into any substitution or assumption if such substitution or assumption
shall (i) both constitute a "significant modification" effecting an exchange or
reissuance of such Mortgage Loan under the Code (or Treasury regulations
promulgated thereunder) and cause either the Trust Fund to fail to qualify as a
REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on
"prohibited transactions" or "contributions" after the Startup Day under the
REMIC Provisions. The Servicer shall notify the Master Servicer and the Trustee
that any such substitution or assumption agreement has been completed by
forwarding to the Trustee the original copy of such substitution or assumption
agreement, with a copy to the Master Servicer, which original copy shall be
added to the related Mortgage File and shall, for all purposes, be considered a
part of such Mortgage File to the same extent as all other documents and
instruments constituting a part thereof. Any fee or additional interest
collected by the Servicer for consenting
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in any such conveyance or entering into any such assumption agreement may be
retained by the Servicer as additional servicing compensation.
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 that the Servicer may be
restricted by law from preventing, for any reason whatsoever. For purposes of
this Section 3.13, the term "assumption" is deemed to also include a sale of a
Mortgaged Property that is not accompanied by an assumption or substitution of
liability agreement.
SECTION 3.14. Realization Upon Defaulted Mortgage Loans.
The Servicer shall, consistent with the procedures that the
Servicer would use in servicing loans for its own account, foreclose upon or
otherwise comparably convert (which may include an REO Acquisition) the
ownership of properties securing such of the Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments pursuant to Section 3.06, and which are not
released from the Trust Fund pursuant to any other provision hereof. The
Servicer shall realize proceeds from such Defaulted Mortgage Loans in such
manner as will maximize the receipt of principal and interest by
Certificateholders, taking into account, among other things, the timing of
foreclosure proceedings. The foregoing is subject to the provisions that, in any
case in which Mortgaged Property shall have suffered damage from an Uninsured
Cause, the Servicer shall not be required to expend its own funds toward the
restoration of such property unless it shall determine in its sole discretion
(i) that such restoration will increase the net proceeds of liquidation of the
related Mortgage Loan to Certificateholders after reimbursement to itself for
such expenses, and (ii) that such expenses will be recoverable by the Servicer
through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged
Property, as contemplated in Section 3.10. The Servicer shall be responsible for
all other costs and expenses incurred by it in any such proceedings; provided,
however, that it shall be entitled to reimbursement thereof from the related
property, as contemplated in Section 3.10.
The proceeds of any Cash Liquidation or REO Disposition, as
well as any recovery resulting from a partial collection of Insurance Proceeds
or Liquidation Proceeds or any income from an REO Property, will be applied in
the following order of priority: first, to reimburse the Master Servicer or the
Servicer for any related unreimbursed Servicing Advances, Master Servicing Fee
or Servicing Fee, pursuant to Section 3.10(vi) or 3.21; second, to accrued and
unpaid interest on the Mortgage Loan or REO Imputed Interest, at the Mortgage
Rate, to the date of the Cash Liquidation or REO Disposition, or to the Due Date
prior to the Distribution Date on which such amounts are to be distributed if
not in connection with a Cash Liquidation or REO Disposition; and third, as a
recovery of principal of the Mortgage Loan. If the amount of the
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recovery so allocated to interest is less than a full recovery thereof, that
amount will be allocated as follows: first, to unpaid Master Servicing Fee and
Servicing Fee; and second, to interest at the Net Mortgage Rate. The portion of
the recovery so allocated to unpaid Master Servicing Fee and Servicing Fee shall
be reimbursed to the Master Servicer or the Servicer pursuant to Section
3.10(vi). The portions of the recovery so allocated to interest at the Net
Mortgage Rate and to principal of the Mortgage Loan shall be applied as follows:
first, to reimburse the Master Servicer or the Servicer for any related
unreimbursed Advances in accordance with Section 3.10(iii) or 3.21, and second,
for distribution in accordance with the provisions of Section 4.01, subject to
Section 3.21 with respect to certain recoveries from an REO Disposition
constituting Excess Proceeds.
SECTION 3.15. Trustee to Cooperate; Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt
by the Servicer of a notification that payment in full shall be escrowed in a
manner customary for such purposes, the Servicer will immediately notify the
Custodian by a certification (which certification shall include a statement to
the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Custodial Account pursuant to
Section 3.09 have been or will be so deposited) of a Servicing Officer and shall
request delivery to it of the Mortgage File in the form of the Request for
Release attached hereto as Exhibit E. Upon receipt of such certification and
request, the Custodian shall promptly release the related Mortgage File to the
Servicer. Subject to the receipt by the Servicer of the proceeds of such payment
in full and the payment of all related fees and expenses, the Servicer shall
arrange for the release to the Mortgagor of the original cancelled Mortgage
Note. All other documents in the Mortgage File shall be retained by the Servicer
to the extent required by applicable law. The Servicer shall provide for
preparation of the appropriate instrument of satisfaction covering any Mortgage
Loan which pays in full and the Trustee shall cooperate in the execution and
return of such instrument to provide for its delivery or recording as may be
required. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Protected Account, Custodial
Account or 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 Insurance Policy relating to the Mortgage Loan, the Custodian shall, upon
request of the Servicer and delivery to the Custodian of a Request for Release
in the form attached hereto as Exhibit E, release the related Mortgage File to
the Servicer, and the Trustee shall execute such documents as the Servicer shall
prepare and request as being necessary to the prosecution of any such
proceedings. Such Request for Release shall obligate the Servicer to return each
document previously requested from the Mortgage File to the Custodian when the
need therefor by the Servicer no longer exists; and in any event within 21 days
of the Servicer's receipt thereof, unless the Mortgage Loan has been liquidated
and the Liquidation Proceeds relating to the Mortgage Loan have been deposited
in the
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Custodial 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 Custodian a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Mortgage File
or such document was delivered and the purpose or purposes of such delivery.
Upon written request of a Servicing Officer, the Trustee shall
execute and deliver to the Servicer any court pleadings, requests for trustee's
sale or other documents prepared by the Servicer that are necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or
rights provided by the Mortgage Note or Mortgage or otherwise available at law
or in equity. Each such request that such pleadings or documents be executed by
the Trustee shall include a certification signed by a Servicing Officer as to
the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien
of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee's sale.
SECTION 3.16. Master Servicing and Servicing Compensation.
Subject to Section 3.22, as compensation for its activities
hereunder, the Master Servicer shall be entitled to receive the Master Servicing
Fee. The Master Servicer shall also be entitled to investment earnings, net of
investment losses, on amounts in the Custodial Account and the Certificate
Account. Subject to Section 3.22, as compensation for its activities thereunder,
the Servicer shall be entitled to receive the Servicing Fee. The Servicer also
shall be entitled to receive as additional servicing compensation any prepayment
charges, assumption fees, late payment charges and reconveyance fees. The
Servicer and the Master Servicer shall be required to pay all expenses incurred
by it in connection with their servicing activities hereunder, and shall not be
entitled to reimbursement therefor except as specifically provided in Section
3.10. Neither the Master Servicing Fee nor the Servicing Fee may be transferred
in whole or in part except in connection with the transfer of all of the Master
Servicer's or Servicer's responsibilities, as applicable, and obligations under
this Agreement.
SECTION 3.17. Maintenance of Certain Servicing Policies.
The Servicer shall obtain and maintain (to the extent generally
commercially available from time to time) at its own expense and for the
duration of this Agreement a blanket fidelity bond and shall obtain and maintain
an errors and omissions insurance policy covering the Servicer's officers,
employees and other persons acting on its behalf in connection with its
activities under this Agreement. The amount of coverage shall be at least equal
to the coverage maintained by the
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Servicer in order to be acceptable to Fannie Mae or Freddie Mac to service loans
for it or otherwise in an amount as is commercially available at a cost that is
generally not regarded as excessive by industry standards. The Servicer shall
promptly notify the Trustee and the Master Servicer of any material change in
the terms of such bond or policy. The Servicer shall provide annually to the
Trustee and the Master Servicer a certificate of insurance that such bond and
policy are in effect. If any such bond or policy ceases to be in effect, the
Servicer shall, to the extent possible, give the Trustee and the Master Servicer
ten days' notice prior to any such cessation and shall use its reasonable best
efforts to obtain a comparable replacement bond or policy, as the case may be.
SECTION 3.18. Annual Statement as to Compliance.
Within 120 days after December 31 of each year, commencing
December 1998, the Master Servicer and the Servicer at their own expense shall
deliver to the Trustee and the Master Servicer, with a copy to the Rating
Agencies, a certificate signed by a Servicing Officer stating, as to the signer
thereof, that (i) a review of its activities during the preceding calendar year
and of performance under this Agreement has been made under such officer's
supervision, and (ii) to the best of such officer's knowledge, based on such
review, it has fulfilled all its obligations under this Agreement for such year,
or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof including the steps being taken by it to remedy such default. Copies of
such statements shall be provided by the Master Servicer or the Servicer to the
Certificateholders upon request or by the Trustee at the expense of the Master
Servicer or the Servicer should the Master Servicer or Servicer fail to provide
such copies.
SECTION 3.19. Annual Independent Public Accountants' Servicing
Statement.
(a) Within 120 days after December 31 of each year,
commencing December 1998, the Servicer (and the Master Servicer, if during the
course of any fiscal year has directly serviced the Mortgage Loans), at its
expense, shall cause a firm of independent public accountants who are members of
the American Institute of Certified Public Accountants to furnish a statement to
the Servicer (or Master Servicer), which will be provided to the Trustee, the
Master Servicer and the Rating Agencies, to the effect that, in connection with
the firm's examination of its financial statements as of the end of such
calendar year, nothing came to their attention that indicated that the Servicer
(or Master Servicer) was not in compliance with the provisions of this Agreement
except for (i) such exceptions as such firm believes to be immaterial and (ii)
such other exceptions as are set forth in such statement.
(b) Within 120 days after December 31 of each year,
commencing December 1998, the Servicer (and the Master Servicer, if during the
course of any fiscal year has
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directly serviced the Mortgage Loans), at its expense, shall cause a nationally
recognized firm of independent certified public accountants to furnish to the
Servicer (or Master Servicer) a report stating that (i) it has obtained a letter
of representation regarding certain matters from the management of the Servicer
(or Master Servicer) which includes an assertion that the Servicer (or Master
Servicer) has complied with certain minimum mortgage loan servicing standards
(to the extent applicable to residential mortgage loans) identified in the
Uniform Single Attestation Program for Mortgage Bankers established by the
Mortgage Bankers Association of America with respect to the servicing of first
and second lien conventional single family mortgage loans during the most
recently completed calendar year and (ii) on the basis of an examination
conducted by such firm in accordance with standards established by the American
Institute of Certified Public Accountants, such representation is fairly stated
in all material respects, subject to such exceptions and other qualifications
that may be appropriate. Immediately upon receipt of such report, the Servicer
(or Master Servicer) shall furnish a copy of such report to the Trustee, the
Master Servicer and the Rating Agencies.
SECTION 3.20. Access to Certain Documentation.
The Servicer shall provide to the Trustee and the Master
Servicer access to the documentation regarding the related Mortgage Loans and
REO Property and to the Certificateholders, the FDIC, and the supervisory agents
and examiners of the FDIC (to which the Trustee shall also provide) access to
the documentation regarding the related Mortgage Loans required by applicable
regulations, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices of the Servicer (or the
Trustee) that are designated by these entities; PROVIDED, HOWEVER, that, unless
otherwise required by law, the Trustee or the Servicer shall not be required to
provide access to such documentation if the provision thereof would violate the
legal right to privacy of any Mortgagor; PROVIDED, FURTHER, HOWEVER, that the
each of Trustee and the Master Servicer shall coordinate its requests for such
access so as not to impose an unreasonable burden on, or cause an unreasonable
interruption of, the business of the Servicer (or the Trustee). The Servicer,
the Master Servicer and the Trustee shall allow representatives of the above
entities to photocopy any of the documentation and shall provide equipment for
that purpose at a charge that covers their own actual out-of-pocket costs.
SECTION 3.21. Title, Conservation and Disposition of REO
Property.
This Section shall apply only to REO Properties acquired for
the account of the Trust Fund and shall not apply to any REO Property relating
to a Mortgage Loan which was purchased or repurchased from the Trust Fund
pursuant to Sections 2.02, 2.04 or 3.13. In the event that title to any such REO
Property is acquired, the deed or certificate of sale shall be issued to the
Trustee, or to its nominee, on behalf of the Certificateholders. The Servicer,
on behalf of the Trust Fund, shall either sell any REO Property before the close
of the third taxable year following the taxable year in which the Trust Fund
acquires ownership of such REO Property for
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purposes of Section 860G(a)(8) of the Code or, at the expense of the Trust Fund,
request, more than 60 days before the day on which the three-year grace period
would otherwise expire an extension of the three-year grace period, unless the
Servicer has delivered to the Trustee and the Master Servicer an Opinion of
Counsel, addressed to the Trustee, the Master Servicer and the Servicer, to the
effect that the holding by the Trust Fund of such REO Property subsequent to
three years after its acquisition will not result in the imposition on the Trust
Fund of taxes on "prohibited transactions" thereof, as defined in Section 860F
of the Code, or cause the Trust Fund to fail to qualify as a REMIC under the
REMIC Provisions or comparable provisions of the laws of the State of California
at any time that any Certificates are outstanding. The Servicer shall manage,
conserve, protect and operate each REO Property for the Certificateholders
solely for the purpose of its prompt disposition and sale in a manner which does
not cause such REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) or result in the receipt by the Trust Fund of
any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is
subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell
such REO Property, the Servicer shall either itself or through an agent selected
by the Servicer protect and conserve such REO Property in the same manner and to
such extent as is customary in the locality where such REO Property is located
and may, incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Servicer deems to
be in the best interest of the Certificateholders for the period prior to the
sale of such REO Property.
Any REO Disposition shall be for cash only (unless changes in
the REMIC Provisions made subsequent to the Startup Day allow a sale for other
consideration).
The Servicer shall segregate and hold all funds collected and
received in connection with the operation of any REO Property separate and apart
from its own funds and general assets. The Servicer shall deposit, or cause to
be deposited, on a daily basis in the Protected Account all revenues received
with respect to the REO Properties, net of any directly related expenses
incurred or withdraw therefrom funds necessary for the proper operation,
management and maintenance of the REO Property.
If as of the date of acquisition of title to any REO Property
there remain outstanding unreimbursed Servicing Advances with respect to such
REO Property or any outstanding Advances allocated thereto the Servicer, upon an
REO Disposition, shall be entitled to reimbursement for any related unreimbursed
Servicing Advances and any unreimbursed related Advances as well as any unpaid
Servicing Fee and the Master Servicer shall also be entitled to be reimbursement
for any related unreimbursed Servicing Advances, any unreimbursed related
Advances and any unpaid Master Servicing Fee from proceeds received in
connection with the REO Disposition, as further provided in Section 3.14. The
Servicer shall not be obligated to advance any amounts with respect to an REO
Property if, in its good faith judgment, the Servicer determines that such
advance would constitute a Nonrecoverable Advance.
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The REO Disposition shall be carried out by the Servicer at
such price and upon such terms and conditions as the Servicer shall determine.
The Servicer shall deposit the proceeds from the REO
Disposition, net of any payment to the Servicer as provided above, in the
Protected Account upon receipt thereof for distribution in accordance with
Section 4.01; provided, that any such net proceeds received by the Servicer
which are in excess of the applicable Stated Principal Balance plus all unpaid
REO Imputed Interest thereon through the last day of the month in which the REO
Disposition occurred ("Excess Proceeds") shall be retained by the Servicer as
additional servicing compensation.
With respect to any Mortgage Loan as to which the Servicer has
received notice of, or has actual knowledge of, the presence of any toxic or
hazardous substance on the Mortgaged Property, the Servicer shall not, on behalf
of the Trustee, either (i) obtain title to the related Mortgaged Property as a
result of or in lieu of foreclosure or otherwise, or (ii) otherwise acquire
possession of, the related Mortgaged Property, unless the Servicer has, at least
30 days prior to taking such action, obtained and delivered to the Trustee and
the Master Servicer an environmental audit report prepared by a Person who
regularly conducts environmental audits using customary industry standards. The
Servicer shall take such action as it deems to be in the best economic interest
of the Trust Fund (other than proceeding against the Mortgaged Property) and is
hereby authorized at such time as it deems appropriate to release such Mortgaged
Property from the lien of the related Mortgage.
The cost of the environmental audit report contemplated by
this Section 3.21 shall be advanced by the Servicer as an expense of the Trust
Fund, and the Servicer shall be reimbursed therefor from the Protected Account
or the Custodial Account as provided in Section 3.10, any such right of
reimbursement being prior to the rights of the Certificateholders to receive any
amount in the Protected Account or the Custodial Account.
If the Servicer determines, as described above, that it is in
the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property in compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes, or petroleum-based materials affecting any such Mortgaged Property, then
the Servicer shall take such action as it deems to be in the best economic
interest of the Trust Fund. The cost of any such compliance, containment,
clean-up or remediation shall be advanced by the Servicer as an expense of the
Trust Fund, and the Servicer shall be entitled to be reimbursed therefor from
the Protected Account or the Custodial Account as provided in Section 3.10, any
such right of reimbursement being prior to the rights of the Certificateholders
to receive any amount in the Protected Account or the Custodial Account.
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SECTION 3.22. Additional Obligations of the Master Servicer
and the Servicer.
On each Servicer Remittance Date, the Servicer shall deliver
to the Master Servicer for deposit in the Custodial Account from its own funds
and without any right of reimbursement therefor, a total amount equal to the
amount of Compensating Interest for the related Distribution Date to the extent
not in excess of the related Servicing Fee. On each Certificate Account Deposit
Date, the Master Servicer shall deliver to the Trustee for deposit in the
Certificate Account from its own funds and without any right of reimbursement
therefor, a total amount equal to the amount of Compensating Interest for the
related Distribution Date required to be remitted by the Servicer but not so
remitted to the extent not in excess of the related Master Servicing Fee.
SECTION 3.23. Additional Obligations of the Depositor.
The Depositor agrees that on or prior to the tenth day after
the Closing Date, the Depositor shall provide the Trustee and the Master
Servicer with a written notification, substantially in the form of Exhibit H
attached hereto, relating to each Class of Certificates, setting forth (i) in
the case of each Class of such Certificates, (a) if less than 10% of the
aggregate Certificate Principal Balance of such Class of Certificates has been
sold as of such date, the value calculated pursuant to clause (b)(iii) of
Exhibit H hereto, or, (b) if 10% or more of such Class of Certificates has been
sold as of such date but no single price is paid for at least 10% of the
aggregate Certificate Principal Balance of such Class of Certificates, then the
weighted average price at which the Certificates of such Class were sold and the
aggregate percentage of Certificates of such Class sold, (c) the first single
price at which at least 10% of the aggregate Certificate Principal Balance of
such class of Certificates was sold, or (d) if any Certificates of each Class of
Certificates are retained by the Depositor or an affiliate corporation, or are
delivered to the Seller, the fair market value of such Certificates as of the
Closing Date, (ii) the Prepayment Assumption used in pricing the Certificates,
and (iii) such other information as to matters of fact as the Trustee or the
Master Servicer may reasonably request to enable it to comply with its reporting
requirements with respect to each Class of such Certificates to the extent such
information can in the good faith judgment of the Depositor be determined by it.
SECTION 3.24. Periodic Filings with the Securities and
Exchange Commission; Additional Information.
The Depositor shall prepare or cause to be prepared for filing
with the Commission any and all reports, statements and information respecting
the Trust Fund and/or the Certificates required to be filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended, 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
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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. Fees and expenses incurred by the Depositor in connection with
this Section shall not be reimbursable from the Trust Fund.
The Master Servicer, the Servicer and the Trustee each agree
to promptly furnish to the Depositor, from time to time upon request, such
further information, reports and financial statements within their respective
control related to this Agreement and the Mortgage Loans as the Depositor
reasonably deems appropriate to prepare and file all necessary reports with the
Commission.
SECTION 3.25 Removal of Servicer; Resignation of Servicer.
(a) The Master Servicer may remove the Servicer upon the
occurrence of any of the following events (each, a "Servicer Event of Default"):
(i) any failure by the Servicer to remit to the
Master Servicer any payment required to be made from its own
funds on any Servicer Remittance Date which continues
unremedied for a period of one Business Day after the date
upon which written notice of such failure, requiring the same
to be remedied, shall have been given to the Servicer; or
(ii) any failure on the part of the Servicer duly to
observe or perform in any material respect any other of the
covenants or agreements on the part of the Servicer contained
in this Agreement, or the breach by the Servicer of any
representation and warranty contained herein, which continues
unremedied for a period of 30 days after the date on which
written notice of such failure, requiring the same to be
remedied, shall have been given to the Servicer; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in
an involuntary case under any present or future federal or
state bankruptcy, insolvency or similar law or the appointment
of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or
similar proceeding, or for the winding-up or liquidation of
its affairs, shall have been entered against the 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
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and liabilities or similar proceedings of or relating to it or
of or relating to all or substantially all of its property; or
(v) the Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of
its creditors, or voluntarily suspend payment of its
obligations.
If a Servicer Event of Default shall occur, then, and in each and every such
case, so long as such Servicer Event of Default shall not have been remedied,
the Master Servicer may, by notice in writing to the Servicer, the Trustee, the
Depositor and the Custodian terminate all of the rights and obligations of the
Servicer in its capacity of Servicer under this Agreement, to the extent
permitted by law, and in and to the Mortgage Loans and the proceeds thereof. On
or after the receipt by the Servicer of such written notice, all authority and
power of the Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder of any Certificates) or the Mortgage Loans
shall pass to and be vested in the Master Servicer pursuant to and under this
Section, and, without limitation, the Master Servicer is hereby authorized and
empowered, as attorney- in- fact or otherwise, to execute and deliver, on behalf
of and at the expense of the Servicer, any and all documents and other
instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Servicer agrees promptly, at its expense
(and in any event no later than ten Business Days subsequent to such notice), to
provide the Master Servicer with all documents and records requested by it to
enable it to assume the Servicer's functions under this Agreement, and to
cooperate with the Master Servicer in effecting the termination of the
Servicer's responsibilities and rights under this Agreement, including, without
limitation, the transfer within one Business Day to the Master Servicer for
administration by it of all cash amounts which at the time shall be or should
have been credited by the Servicer to the Protected Account held by or on behalf
of the Servicer or thereafter be received with respect to the Mortgage Loans or
any REO Property serviced by the Servicer.
(b) The Servicer shall not resign from the obligations and
duties hereby imposed on it, except by mutual consent of the Servicer, the
Master Servicer and the Trustee, or upon determination that the Servicer duties
hereunder are no longer permissible under applicable law or are in material
conflict by reason of applicable law with any other activities carried on by it,
the other activities of the Servicer so causing such a conflict being of a type
and nature carried on by the Servicer at the date of this Agreement. Any such
determination permitting the resignation of the Servicer shall be evidenced by
an Opinion of Counsel to such effect which shall be delivered to the Master
Servicer.
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(c) Any collections received by the Servicer after removal or
resignation shall be endorsed by it to the Master Servicer and remitted directly
and promptly to the Master
Servicer.
(d) Upon removal or resignation of the Servicer, the Master
Servicer shall select a successor Servicer.
(e) A successor servicer under this Agreement shall take such
action, consistent with this Agreement, as shall be reasonably necessary to
effectuate any such succession. The Servicer agrees to cooperate with the
successor servicer in effecting the termination of the Servicer's servicing
responsibilities and rights hereunder and shall promptly provide, at its
expense, such successor servicer with all documents and records reasonably
requested by it to enable it to assume the Servicer's functions hereunder and
shall promptly also transfer to such successor servicer all amounts which should
have been deposited in the Protected Account or Custodial Account by the
Servicer or which are thereafter received with respect to the Mortgage Loans.
The successor servicer shall not 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.
(f) Any successor servicer shall assume all rights and
obligations of the predecessor Servicer under this Agreement, except those
arising before succession.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Certificate Account; Distributions.
(a) The Trustee shall establish and maintain a Certificate
Account, in which the Master Servicer shall cause to be deposited on behalf of
the Trustee on or before 1:00 P.M. New York time on each Certificate Account
Deposit Date by wire transfer of immediately available funds an amount equal to
the sum of (i) any Advance for the immediately succeeding Distribution Date,
(ii) any amount required to be deposited in the Certificate Account pursuant to
Sections 3.10, 3.22 or 4.05 and (iii) all other amounts constituting the
Available Distribution Amount for the immediately succeeding Distribution Date.
(b) On each Distribution Date the Trustee shall distribute to
each Certificateholder of record as of the next preceding Record Date (other
than as provided in Section 9.01 respecting the final distribution) either in
immediately available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having appropriate
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facilities therefor, if such Certificateholder has so notified the Trustee at
least 5 Business Days prior to the related Record Date and such
Certificateholder is the registered owner of Certificates the aggregate Initial
Certificate Principal Balance of which is not less than $2,500,000, or otherwise
by check mailed to such Certificateholder at the address of such Holder
appearing in the Certificate Register, such Certificateholder's share (based on
the aggregate of the Percentage Interests represented by Certificates of the
applicable Class held by such Holder) of the following amounts, in the following
order of priority, in each case to the extent of the remaining Available
Distribution Amount and in accordance with the information provided by the
Master Servicer pursuant to Section 4.02:
(i) to the Senior Certificateholders (other than the
Class PO Certificateholders), on a pro rata basis based on
Accrued Certificate Interest payable on such Certificates with
respect to such Distribution Date, Accrued Certificate
Interest on such Classes of Certificates, for such
Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date
(the "Senior Interest Distribution Amount");
(ii) (X) to the Class PO Certificateholders, the
Class PO Principal Distribution Amount; and
(Y) to the Senior Certificateholders (other
than the Class PO Certificateholders), in the priorities and
amounts set forth in Section 4.01(c)(ii) through (iv) and
Section 4.01(d), the sum of the following (applied to reduce
the Certificate Principal Balances of such Senior
Certificates, as applicable):
(A) the Senior Percentage for such
Distribution Date times the sum of the following:
(1) the principal portion of each
Monthly Payment due during the related Due
Period on each Outstanding Mortgage Loan
(other than the related Discount Fraction of
the principal portion of such payment with
respect to a Discount Mortgage Loan),
whether or not received on or prior to the
related Determination Date;
(2) the Stated Principal Balance of
any Mortgage Loan repurchased during the
related Prepayment Period pursuant to
Section 2.02, 2.04 or 3.13 and the amount of
any shortfall deposited in the Custodial
Account in connection with the substitution
of a Deleted Mortgage Loan pursuant to
Section 2.04 during the related Prepayment
Period (other than the related Discount
Fraction of such
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Stated Principal Balance or shortfall with
respect to a Discount Mortgage Loan); and
(3) the principal portion of all
other unscheduled collections (other than
Principal Prepayments in Full and
Curtailments and amounts received in
connection with a Cash Liquidation or REO
Disposition of a Mortgage Loan described in
Section 4.01(b)(ii)(Y)(B), including without
limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) received during
the related Prepayment Period to the extent
applied by the Servicer as recoveries of
principal of the related Mortgage Loan
pursuant to Section 3.14 (other than the
related Discount Fraction of the principal
portion of such unscheduled collections with
respect to a Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for
which a Cash Liquidation or a REO Disposition
occurred during the related Prepayment Period and did
not result in any Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the lesser
of (a) the Senior Percentage for such Distribution
Date times the Stated Principal Balance of such
Mortgage Loan (other than the related Discount
Fraction of such Stated Principal Balance, with
respect to a Discount Mortgage Loan) and (b) the
Senior Accelerated Distribution Percentage for such
Distribution Date times the related unscheduled
collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to
the extent applied by the Servicer as recoveries of
principal of the related Mortgage Loan pursuant to
Section 3.14 (in each case other than the Discount
Fraction of such unscheduled collections, with
respect to a Discount Mortgage Loan);
(C) the Senior Accelerated Distribution
Percentage for such Distribution Date times the
aggregate of all Principal Prepayments in Full and
Curtailments received in the related Prepayment
Period (other than the related Discount Fraction of
such Principal Prepayments in Full and Curtailments,
with respect to a Discount Mortgage Loan); and
(D) any amounts described in subsection
(ii)(Y), clauses (A), (B) or (C) of this Section
4.01(b), as determined for any previous Distribution
Date, which remain unpaid after application of
amounts previously distributed pursuant to this
clause (D) to the extent that such amounts are
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not attributable to Realized Losses which have been
allocated to the Class B Certificates;
(iii) to the Holders of the Class B-1 Certificates,
the Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except as provided
below;
(iv) to the Holders of the Class B-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date, minus (y) the amount of any Class PO Collection
Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.01(b)(vi),
(viii), (x), (xii), (xiii) and (xiv) are insufficient
therefor, applied in reduction of the Certificate Principal
Balance of the Class B-1 Certificates;
(v) to the Holders of the Class B-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except as provided
below;
(vi) to the Holders of the Class B-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date, minus (y) the amount of any Class PO Collection
Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.01(b)(viii),
(x), (xii), (xiii) and (xiv) are insufficient therefor,
applied in reduction of the Certificate Principal Balance of
the Class B-2 Certificates;
(vii) to the Holders of the Class B-3 Certificates,
the Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except as provided
below;
(viii) to the Holders of the Class B-3 Certificates,
an amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date minus (y) the amount of any Class PO Collection
Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.01(b)(x),
(xii), (xiii) and (xiv) are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class
B-3 Certificates;
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(ix) to the Holders of the Class B-4 Certificates,
the Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except as provided
below;
(x) to the Holders of the Class B-4 Certificates, an
amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date minus (y) the amount of any Class PO Collection
Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.01(b)(xii),
(xiii) and (xiv) are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class
B-4 Certificates;
(xi) to the Holders of the Class B-5 Certificates,
the Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except as provided
below;
(xii) to the Holders of the Class B-5 Certificates,
an amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date minus (y) the amount of any Class PO Collection
Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.01(b)(xiii) and
(xiv) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-5 Certificates;
(xiii) to the Holders of the Class B-6 Certificates,
an amount equal to (x) the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(xiv) to the Holders of the Class B-6 Certificates,
an amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date minus (y) the amount of any Class PO Collection
Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates applied in reduction of the
Certificate Principal Balance of the Class B-6 Certificates;
(xv) to the Senior Certificateholders in the priority
set forth in Section 4.01(c), the portion, if any, of the
Available Distribution Amount remaining after the foregoing
distributions, applied to reduce the Certificate Principal
Balances of
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such Senior Certificates, but in no event more than the
aggregate of the outstanding Certificate Principal Balances of
each such Senior Certificates, and thereafter, to each Class
of Class B Certificates then outstanding beginning with such
Class with the lowest numerical designation, any portion of
the Available Distribution Amount remaining after the Senior
Certificates have been retired, applied to reduce the
Certificate Principal Balance of each such Class of Class B
Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Class B
Certificates; and
(xvi) to the Class R Certificateholders, the balance,
if any, of the Available Distribution Amount.
(c) Distributions of principal on the Senior Certificates on
each Distribution Date occurring prior to the occurrence of the Credit Support
Depletion Date will be made as follows:
(i) FIRST, to the Class PO Certificates, until the
Certificate Principal Balance thereof is reduced to zero, an
amount (the "Class PO Principal Distribution
Amount") equal to the aggregate of:
(A) the related Discount Fraction of the
principal portion of each Monthly Payment on each Discount
Mortgage Loan due during the related Due Period, whether or
not received on or prior to the related Determination Date;
(B) the related Discount Fraction of the
principal portion of all unscheduled collections on each
Discount Mortgage Loan received during the preceding calendar
month (other than amounts received in connection with a Cash
Liquidation or REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases of Discount
Mortgage Loans (or, in the case of a substitution of a Deleted
Mortgage Loan, the Discount Fraction of the amount of any
shortfall deposited in the Custodial Account in connection
with such substitution);
(C) in connection with the Final Disposition
of a Discount Mortgage Loan that did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses, an amount equal to the lesser
of (1) the applicable Discount Fraction of the Stated
Principal Balance of such Discount Mortgage Loan immediately
prior to such Distribution Date and (2) the Discount Fraction
of the aggregate amount of the collections on such Discount
Mortgage Loan to the extent applied as recoveries of
principal;
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(D) any amounts allocable to principal for
any previous Distribution Date (calculated pursuant to clauses
(A) through (C) above) that remain undistributed; and
(E) the amount of any Class PO Collection
Shortfalls for such Distribution Date and the amount of any
Class PO Collection Shortfalls remaining unpaid for all
previous Distribution Dates, but only to the extent of the
Eligible Funds for such Distribution Date;
(ii) SECOND, from the Senior Principal Distribution
Amount, concurrently to the Class A-18 Certificates in
reduction of the Certificate Principal Balances thereof, until
the Certificate Principal Balances thereof have been reduced
to zero, an amount equal to the Lockout Distribution
Percentage (or, with respect to the amount described in clause
(i)(Y)(A)(1) of Section 4.01(b), the Lockout Distribution
Percentage) of such Certificates' pro rata share (based on the
aggregate Certificate Principal Balances thereof relative to
the aggregate Certificate Principal Balance of all classes of
Class A-18 Certificates (other than the Class PO
Certificates)) of the aggregate of the amounts described in
clause (i)(Y) of Section 4.01(b) (but without application of
either the Senior Percentage or the Senior Accelerated
Distribution Percentage described therein) shall be
distributed to such Certificates; provided that if the
aggregate of the amounts set forth in clause (ii)(Y) of
Section 4.01(b) is more than the balance of the Available
Distribution Amount remaining after the Senior Interest
Distribution Amount and Principal Only Distribution Amount
have been distributed, the amount paid to such Certificates
pursuant to this clause (ii) shall be reduced by an amount
equal to such Certificates' pro rata share, based on the
aggregate Certificate Principal Balance thereof relative to
the aggregate Certificate Principal Balance of the Senior
Certificates (other than the Class PO Certificates) of such
difference;
(iii) THIRD, the balance of the Senior Principal
Distribution Amount, if any, remaining after the distribution
described in clause (ii) above shall be distributed to the to
the Class R Certificates, in reduction of the Certificate
Principal Balance thereof, until the Certificate Principal
Balance thereof has been reduced to zero;
(iv) FOURTH, the balance of the Senior Principal
Distribution Amount remaining after distributions, if any,
described in clauses (ii) and (iii) above shall
be distributed concurrently as follows:
(A) 9.9808511612% of the amount available for
distribution under this clause (iv) shall be distributed,
first, to the Class A-13 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, and then,
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concurrently on a pro rata basis, to the Class A-14
Certificates and Class A-17 Certificates; and
(B) 90.0191488388% of the amount available for
distribution under this clause (iv) shall be distributed in
the following order of priority:
(1) FIRST, to the Class A-1 Certificates,
until the Certificate Principal Balance thereof has
been reduced to zero; and
(2) SECOND, concurrently as follows:
(a) 1.8136489678% of the amount
available for distribution under this clause
(iv)(B)(2) shall be distributed to the Class
A-12 certificates, until the Certificate
Principal Balance thereof has been reduced
to zero; and
(b) 98.1863510322% of the amount
available for distribution under this clause
(iv)(B)(2) shall be distributed in the
following
order of priority:
(1) FIRST, concurrently on
a pro rata basis, to the Class A-2
Certificates and Class A-8
Certificates, until the Certificate
Principal Balances thereof have been
reduced to zero;
(2) SECOND, concurrently on
a pro rata basis, to the Class A-3,
Class A-4, Class A-5 and Class A-9
Certificates, until the Certificate
Principal Balances thereof have been
reduced to zero;
(3) THIRD, concurrently on
a pro rata basis, to the Class A-6
Certificates and Class A-10
Certificates, until the Certificate
Principal Balances thereof have been
reduced to zero; and
(4) FOURTH, concurrently on
a pro rata basis, to the Class A-7,
Class A-11, Class A-15 and Class
A-16 Certificates, until the
Certificate Principal Balances
thereof have been reduced to zero.
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(d) On or after the occurrence of the Credit Support Depletion
Date, all priorities relating to distributions as described above in respect of
principal among the various classes of Senior Certificates (other than the Class
PO Certificates) will be disregarded, an amount equal to the Discount Fraction
of the principal portion of scheduled payments and unscheduled collections
received or advanced in respect of Discount Mortgage Loans will be distributed
to the Class PO Certificates, and the Senior Principal Distribution Amount will
be distributed to all classes of Senior Certificates (other than the Class PO
Certificates) pro rata in accordance with their respective outstanding
Certificate Principal Balances;
(e) Notwithstanding the priorities relating to distributions
of principal on the Retail Lottery Certificates described above, on any
Distribution Date, distributions in respect of principal on the Retail Lottery
Certificates will be allocated among the Holders of the Retail Lottery
Certificates as set forth in Section 4.08. On each Distribution Date on which
amounts are available for distributions in reduction of the Certificate
Principal Balance of the Retail Lottery Certificates the aggregate amount
allocable to such distributions will be rounded upward by the Rounding Amount.
Such rounding will be accomplished on the first Distribution Date on which
distributions in reduction of the Certificate Principal Balance of the Retail
Lottery Certificates are made by withdrawing from the Rounding Account the
Rounding Amount (calculated after payment of the Remainder Retail Certificates
pursuant to Section 4.08(a)(i)) for deposit into the Certificate Account, and
such Rounding Amount will be added to the amount that is allocable for
distributions in reduction of the Certificate Principal Balance of the Retail
Lottery Certificates. On each succeeding Distribution Date on which
distributions in reduction of the Certificate Principal Balance of the Retail
Lottery Certificates are made, first, the aggregate amount available for
distribution in reduction of the Certificate Principal Balance of the Retail
Lottery Certificates will be applied to repay the Rounding Amount withdrawn from
the Rounding Account on the prior Distribution Date and then, the remainder of
such allocable amount, if any, will be similarly rounded upward through another
withdrawal from the Rounding Account and such determined Rounding Amount will be
added to the amount that is allocable for distributions in reduction of the
Certificate Principal Balance of the Retail Lottery Certificates. Any funds
remaining in the Rounding Account after the Certificate Principal Balance of the
Retail Lottery Certificates is reduced to zero shall be distributed to the Class
R Certificateholders.
(f) Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. The Trustee and the Depository
shall be responsible for the allocation of the aggregate amount of distributions
in reduction of the Certificate Principal Balance of the Retail Lottery
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Certificates. None of the Trustee, the Depositor, the Servicer or the Master
Servicer shall have any responsibility therefor except as otherwise provided by
this Agreement or applicable law.
(g) The Trustee shall, upon written direction from the Master
Servicer, invest or cause the institution maintaining the Certificate Account to
invest the funds in the Certificate Account in Permitted Investments designated
in the name of the Trustee for the benefit of the Certificateholders, which
shall be redeemable on demand or mature not later than the Business Day next
preceding the Distribution Date next following the date of such investment
(except that any investment in the institution with which the Certificate
Account is maintained may mature on such Distribution Date. All income and gain
realized from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time to time. The
amount of any losses incurred in respect of any such investments shall be
deposited in the Certificate Account by the Master Servicer out of its own funds
immediately as realized without any right of reimbursement.
(h) Except as otherwise provided in Section 9.01, if the
Master Servicer anticipates that a final distribution with respect to any Class
of Certificates will be made on the next Distribution Date, the Master Servicer
shall, no later than the Determination Date in the month of such final
distribution, notify the Trustee and the Trustee shall, no later than two (2)
Business Days after receipt of such notice, mail on such date to each Holder of
such Class of Certificates a notice to the effect that: (i) the Trustee
anticipates that the final distribution with respect to such Class of
Certificates will be made on such Distribution Date but only upon presentation
and surrender of such Certificates at the office of the Trustee or as otherwise
specified therein, and (ii) no interest shall accrue on such Certificates from
and after the end of the prior calendar month.
Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set
aside and held in trust and credited to the account of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non- tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within six months after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee shall take reasonable steps as directed by the
Depositor, or appoint an agent to take reasonable steps, to contact the
remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining the funds in trust and of
contacting such Certificateholders shall be paid out of the assets remaining in
the Trust Fund. If within nine months after the second notice any such
Certificates shall not have been surrendered for cancellation, the Class R
Certificateholders shall be entitled to all unclaimed funds and other assets
which remain subject
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hereto. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with this
Section 4.01(g).
SECTION 4.02. Statements to Certificateholders.
On each Distribution Date the Trustee shall forward or cause
to be forwarded by mail to each Holder of a Certificate and to the Depositor,
the Master Servicer and the Rating Agencies, a statement based on information
provided by the Master Servicer two Business Days prior to such Distribution
Date in a mutually agreeable format setting forth:
(i) (a) the amount of such distribution to the
Certificateholders of each Class applied to reduce the Certificate
Principal Balance thereof, and (b) the aggregate amount
included therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of each Class
of Certificates allocable to interest;
(iii) if the distribution to the Holders of any Class of
Certificates is less than the full amount that would be distributable
to such Holders if there were sufficient funds
available therefor, the amount of the shortfall;
(iv) the aggregate amount of Advances included in such
distribution as of the close of business on such Distribution Date and
outstanding thereafter;
(v) the number and aggregate Stated Principal Balance of the
Mortgage Loans at the close of business on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class
of Certificates, and each of the Senior Percentages and Class B
Percentages, after giving effect to the amounts distributed on such
Distribution Date, separately identifying any reduction thereof due to
Realized Losses other than pursuant to an actual distribution of
principal;
(vii) the related Subordinate Principal Distribution Amount
and Prepayment Distribution Percentage, if applicable;
(viii) the number and aggregate Stated Principal Balance of
Mortgage Loans (a) delinquent 31 to 60 days, (b) delinquent 61 to 90
days, (c) delinquent 91 days or more;
(ix) the number, aggregate principal balance and book value of
any REO Properties;
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(x) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates, after giving effect to
the distribution made on such Distribution
Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on such Distribution Date
and a description of any change in the calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such
Distribution Date and the Pass-Through Rate on the Class X
Certificates;
(xiii) the occurrence of the Credit Support Depletion Date;
(xiv) the Senior Accelerated Distribution Percentage
applicable to such distribution;
(xv) the Senior Percentage and Lockout Distribution Percentage
for such Distribution Date; and
(xvi) the aggregate amount of Realized Losses for such
Distribution Date.
In the case of information furnished pursuant to subclauses
(i)-(iii) above, the amounts shall also be expressed as a dollar amount per
Single Certificate.
Within a reasonable period of time after the end of each
calendar year, the Trustee shall prepare and forward, to each Person who at any
time during the calendar year was a Holder of a Senior or Subordinate
Certificate, a statement containing the information set forth in subclauses (i)
- - (iii) above, aggregated for such calendar year or applicable portion thereof
during which such person was a Certificateholder. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code and regulations thereunder as from time to time are in
force.
On each Distribution Date the Trustee shall prepare and
forward, to each Holder of a Residual Certificate a copy of the reports
forwarded to the other Certificateholders on such Distribution Date.
Within a reasonable period of time after the end of each
calendar year, the Trustee shall prepare and forward, to each Person who at any
time during the calendar year was a Holder of a Residual Certificate 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 Certificateholder. Such obligation of the Trustee shall be
deemed to have been
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satisfied to the extent that substantially comparable information shall be
provided by the Master Servicer pursuant to any requirements of the Code as from
time to time are in force.
SECTION 4.03. Remittance Reports; Advances by the Servicer.
(a) On the tenth Business Day of each month, the Servicer
shall deliver to the Master Servicer a report (the "Remittance Report"), in a
mutually agreed upon form of an electromagnetic tape or disk and paper. The
Remittance Report and any written information supplemental thereto shall include
such information with respect to the Mortgage Loans that is required by the
Master Servicer for purposes of making the calculations and preparing the
statement described in Sections 4.01 and 4.02, as set forth in written
specifications or guidelines issued by the Master Servicer from time to time.
(b) On or before 12:00 noon New York time on each Servicer
Remittance Date, the Servicer shall either (i) deposit in the Custodial Account
from its own funds an amount equal to the Advances to be made by the Servicer in
respect of the related Distribution Date, which shall be in an aggregate amount
equal to the aggregate amount of Monthly Payments (with each interest portion
thereof adjusted to the Net Mortgage Rate), less the amount of any related
reductions in the amount of interest collectable from the Mortgagor pursuant to
the Relief Act or similar legislation or regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date, which Monthly Payments
were delinquent as of the close of business as of the related Determination
Date; provided that no Advance shall be made if it would be a Nonrecoverable
Advance, (ii) withdraw from amounts on deposit in the Protected Account all or a
portion of the amounts held for future distribution in discharge of any such
Advance, or (iii) make advances in the form of any combination of (i) and (ii)
aggregating the amount of such Advance. Any portion of the amounts held for
future distribution so used shall be replaced by the Servicer by deposit in the
Protected Account on or before 1:00 P.M. New York time on any future Servicer
Remittance Date to the extent that funds attributable to the Mortgage Loans that
are available in the Protected Account for deposit in the Custodial Account on
such Servicer Remittance Date shall be less than payments to Certificateholders
required to be made on the following Distribution Date. The amount of any
reimbursement pursuant to Section 3.10 in respect of outstanding Advances on any
Distribution Date shall be allocated to specific Monthly Payments due but
delinquent for previous Due Periods, which allocation shall be made, to the
extent practicable, to Monthly Payments which have been delinquent for the
longest period of time. Such allocations shall be conclusive for purposes of
reimbursement to the Servicer from recoveries on related Mortgage Loans pursuant
to Section 3.10. The determination by the Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Master Servicer, the Depositor and the Trustee with the
Remittance Report. The Master Servicer shall deposit all funds it receives
pursuant to this Section 4.03 into the Custodial Account.
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(c) In the event that the Servicer determines as of any
Servicer Remittance Date that it will be unable to deposit in the Custodial
Account an amount equal to the Advance required to be made for the immediately
succeeding Distribution Date in the amount determined by the Master Servicer
pursuant to paragraph (b) above, it shall give notice to the Master Servicer of
its inability to Advance (such notice may be given by telecopy), not later than
4:00 P.M., New York time, on such date, specifying the portion of such amount
that it will be unable to deposit. Not later than 4:00 P.M., New York time, on
the earlier of (x) two Business Days following such Servicer Remittance Date or
(y) the Business Day preceding the related Distribution Date, unless by such
time the Servicer shall have directly or indirectly deposited in the Custodial
Account the entire amount of the Advances required to be made for the related
Distribution Date, pursuant to Section 3.25, the Master Servicer shall (a)
terminate all of the rights and obligations of the Servicer under this Agreement
in accordance with Section 7.01 and (b) assume the rights and obligations of the
Servicer hereunder, including the obligation to deposit in the Custodial Account
an amount equal to the Advance for the immediately succeeding Distribution Date.
SECTION 4.04. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall
determine the total amount of Realized Losses, if any, that resulted from any
Cash Liquidation, Debt Service Reduction, Deficient Valuation or REO Disposition
that occurred during the related Prepayment Period. The amount of each Realized
Loss shall be evidenced by an Officer's Certificate and shall be based solely
upon information provided by the Servicer. All Realized Losses, other than
Excess Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or
Excess Fraud Losses, shall be allocated as follows: first, to the Class B-6
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; second, to the Class B-5 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; third, to the Class B-4 Certificates
until the Certificate Principal Balance thereof has been reduced to zero;
fourth, to the Class B-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class B-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; sixth, to the
Class B-1 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; and, thereafter, if such Realized Losses are on a Discount
Mortgage Loan, to the Class PO Certificates, in an amount equal to the Discount
Fraction of the principal portion thereof, and the remainder of such Realized
Losses and the entire amount of such Realized Losses on Non- Discount Mortgage
Loans shall be allocated among all the Class A Certificates and Class R
Certificates, on a pro rata basis, as described below. Any Excess Special Hazard
Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses
on Non-Discount Mortgage Loans will be allocated among the Class A, Class X,
Class B and Class R Certificates, on a pro rata basis, as described below. The
principal portion of such losses on Discount Mortgage Loans will be allocated to
the Class PO Certificates in an amount equal to the related Discount Fraction
thereof, and the remainder of such losses on Discount Mortgage Loans will be
allocated among the Class A, Class X, Class B and Class R Certificates.
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As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or among the
various Classes so specified based on the Accrued Certificate Interest thereon
payable on such Distribution Date (without regard to any Compensating Interest
for such Distribution Date) in the case of an interest portion of a Realized
Loss. Any allocation of the principal portion of Realized Losses to the Class B
Certificates then outstanding with the highest numerical designation shall be
made by operation of the definition of "Certificate Principal Balance" and by
operation of the provisions of Section 4.01. Allocations of the interest
portions of Realized Losses shall be made by operation of the definition of
"Accrued Certificate Interest" and by operation of the provisions of Section
4.01. All Realized Losses and all other losses allocated to a Class of
Certificates hereunder will be allocated among the Certificates of such Class in
proportion to the Percentage Interests evidenced thereby.
SECTION 4.05. Information Reports to Be Filed by the Servicer.
The Servicer shall file information reports with respect to
the receipt of mortgage interest received in a trade or business, foreclosures
and abandonments of any Mortgaged Property and the information returns relating
to cancellation of indebtedness income with respect to any Mortgaged Property
required by Sections 6050H, 6050J and 6050P of the Code, respectively, and
deliver a copy to each of the Master Servicer and to the Trustee an Officer's
Certificate stating that such reports have been filed. Such reports shall be in
form and substance sufficient to meet the reporting requirements imposed by such
Sections 6050H, 6050J and 6050P of the Code.
SECTION 4.06. Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount on the
Mortgage Loans, that the Trustee reasonably believes are applicable under the
Code. The consent of Certificateholders shall not be required for such
withholding. In the event the Trustee withholds any amount from interest or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall, together with
its monthly report to such Certificateholders pursuant to Section 4.02 hereof,
indicate such amount withheld.
SECTION 4.07. Rounding Account.
No later than the Closing Date, the Trustee will establish and
maintain with itself for each Class of Retail Lottery Certificates a segregated
trust account that is a non-interest bearing Eligible Account, each of which
shall be titled "Rounding Account, The First National Bank of
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Chicago, as trustee for the registered holders of Structured Asset Mortgage
Investments Inc., Mortgage Pass-Through Certificates, Series 1998- 11, Class
A-___." On the Closing Date, Bear, Stearns & Co. Inc., as underwriter, shall
deposit with the Trustee, and the Trustee shall deposit into each Rounding
Account, cash in an amount equal to $999.99 for such Class. The Trust shall not
invest or cause the investment of funds held in the Rounding Account in
Permitted Investments.
The Trustee on each Distribution Date shall, based upon
information provided by the Master Servicer for the related Distribution Date,
withdraw funds from the Rounding Account to pay to the holders of the Retail
Lottery Certificates pursuant to Section 4.01(e) the Rounding Amount. In
addition, the Trustee on each Distribution Date shall, based upon information
provided by the Master Servicer for the related Distribution Date, withdraw
funds from the Certificate Account to repay to the Rounding Account the Rounding
Amount from the prior Distribution Date as contemplated in Section 4.01(e).
SECTION 4.08. Principal Distributions on the Retail Lottery
Certificates.
Distributions in reduction of the Certificate Principal
Balance of the Retail Lottery Certificates will be made in integral multiples of
$1,000 at the request of the appropriate representatives of Deceased Owners of
Retail Lottery Certificates and at the request of Living Owners of Retail
Lottery Certificates or by mandatory distributions by Random Lot, pursuant to
clauses (a) and (d) below, or on a pro rata basis pursuant to clause (e) below;
provided that, with respect to distributions on the Remainder Retail
Certificates pursuant to clause (i) below, such distributions shall be made in
amounts less than $1,000, and the calculation of the Rounding Amount as of the
related Distribution Date shall be made after such distributions on the
Remainder Retail Certificates.
(a) On each Distribution Date on which distributions in
reduction of the Certificate Principal Balance of the Retail Lottery
Certificates are made, such distributions will be made in
the following priority:
(i) to the holders of the Remainder Retail
Certificates, until the Certificate Principal Balances of such Remainder Retail
Certificates have been reduced to zero;
(ii) any request by the personal representatives of a
Deceased Owner or by a surviving tenant by the entirety, by a surviving joint
tenant or by a surviving tenant in common, but not exceeding an aggregate amount
of $100,000 per request; and
(iii) any request by a Living Owner, but not
exceeding an aggregate amount of $10,000 per request.
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Thereafter, distributions will be made, with respect to the
Retail Lottery Certificates, as provided in clauses (ii) and (iii) above up to a
second $100,000 and $10,000, respectively. This sequence of priorities will be
repeated for each request for principal distributions made by the Certificate
Owners of the Retail Lottery Certificates until all such requests have been
honored.
Requests for distributions in reduction of the Certificate
Principal Balance of the Retail Lottery Certificates presented on behalf of
Deceased Owners in accordance with the provisions of clause (ii) above will be
accepted in order of their receipt by the Depository. Requests for distributions
in reduction of the Certificate Principal Balance of the Retail Lottery
Certificates presented in accordance with the provisions of clause (iii) above
will be accepted in the order of their receipt by the Depository after all
requests presented in accordance with clause (ii) have been honored. All
requests for distributions in reduction of the Certificate Principal Balance of
the Retail Lottery Certificates will be accepted in accordance with the
provisions set forth in Section 4.08(c). All requests for distributions in
reduction of the Certificate Principal Balance of the Retail Lottery
Certificates with respect to any Distribution Date must be received by the
Depository and on the Depository's "participant terminal system" and received
by, the Trustee no later than the close of business on the related Record Date.
Requests for distributions that are on the Depository's participant terminal
system and received by the Trustee after the related Record Date and requests,
in either case, for distributions not accepted with respect to any Distribution
Date, will be treated as requests for distributions in reduction of the
Certificate Principal Balance of Retail Lottery Certificates on the next
succeeding Distribution Date, and each succeeding Distribution Date thereafter,
until such request is accepted or is withdrawn as provided in Section 4.08(c).
Such requests as are not so withdrawn shall retain their order of priority
without the need for any further action on the part of the appropriate
Certificate Owner of the related Retail Lottery Certificate, all in accordance
with the procedures of the Depository and the Trustee. Upon the transfer of the
beneficial ownership of any Retail Lottery Certificate, any distribution request
previously submitted with respect to such Certificate will be deemed to have
been withdrawn only upon the receipt by the Trustee on or before the Record Date
for such Distribution Date of notification of such withdrawal in the manner set
forth in Section 4.08(c) on the Depository's participant terminal system.
Distributions in reduction of the Certificate Principal
Balance of the Retail Lottery Certificates will be applied in an amount equal to
the Senior Principal Distribution Amount allocable to such Class pursuant to
Section 4.02(b), plus any amounts available for distribution from the Rounding
Account established as provided in Section 4.07, provided that the aggregate
distribution in reduction of the Certificate Principal Balance of the Retail
Lottery Certificates on any Distribution Date shall be made in an integral
multiple of $1,000.
To the extent that the portion of the Senior Principal
Distribution Amount allocable to distributions in reduction of the Certificate
Principal Balance of the Retail Lottery Certificates
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on any Distribution Date exceeds the aggregate Certificate Principal Balance of
Retail Lottery Certificates with respect to which distribution requests, as set
forth above, have been received (plus any amounts required to be distributed
pursuant to the Rounding Account), distributions in reduction of the Certificate
Principal Balance of the Retail Lottery Certificates will be made by mandatory
distribution pursuant to Section 4.08(c).
(b) A Retail Lottery Certificate shall be deemed to be held by
a Deceased Owner for purposes of this Section 4.08 if the death of the
Certificate Owner thereof is deemed to have occurred. Retail Lottery
Certificates beneficially owned by tenants by the entirety, joint tenants or
tenants in common will be considered to be beneficially owned by a single owner.
The death of a tenant by the entirety, joint tenant or tenant in common will be
deemed to be the death of the Certificate Owner, and the Retail Lottery
Certificates so beneficially owned will be eligible for priority with respect to
distributions in reduction of the Certificate Principal Balance thereof, subject
to the limitations stated above. Retail Lottery Certificates beneficially owned
by a trust will be considered to be beneficially owned by each beneficiary of
the trust to the extent of such beneficiary's beneficial interest therein, but
in no event will a trust's beneficiaries collectively be deemed to be
Certificate Owners of a number of Individual Retail Lottery Certificates of
which such trust is the owner. The death of a beneficiary of a trust will be
deemed to be the death of a Certificate Owner of the Retail Lottery
Certificates, as applicable, owned by the trust to the extent of such
beneficiary's beneficial interest in such trust. The death of an individual who
was a tenant by the entirety, joint tenant or tenant in common in a tenancy
which is the beneficiary of a trust will be deemed to be the death of the
beneficiary of such trust. The death of a person who, during his or her
lifetime, was entitled to substantially all of the beneficial ownership
interests in Individual Retail Lottery Certificates will be deemed to be the
death of the Certificate Owner of such Retail Lottery Certificates regardless of
the registration of ownership, if such beneficial interest can be established to
the satisfaction of the Depository Participant. Such beneficial interest will be
deemed to exist in typical cases of street name or nominee ownership, ownership
by a trustee, ownership under the Uniform Gifts to Minors Act and community
property or other joint ownership arrangements between a husband and wife.
Certificate interests shall include the power to sell, transfer or otherwise
dispose of a Retail Lottery Certificate and the right to receive the proceeds
therefrom, as well as interest and distributions in reduction of the Certificate
Principal Balance of the Retail Lottery Certificates, as applicable, payable
with respect thereto. The Trustee shall not be under any duty to determine
independently the occurrence of the death of any deceased Certificate Owner. The
Trustee may rely entirely upon documentation delivered to it pursuant to Section
4.08(c) in establishing the eligibility of any Certificate Owner to receive the
priority accorded Deceased Owners in Section 4.08(a).
(c) Requests for distributions in reduction of the Certificate
Principal Balance of Retail Lottery Certificates must be made by delivering a
written request therefor to the Depository Participant or Indirect Depository
Participant that maintains the account evidencing such Certificate Owner's
interest in Retail Lottery Certificates. In the case of a request on behalf of
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a Deceased Owner, appropriate evidence of death and any tax waivers are required
to be forwarded to the Depository Participant under separate cover. The
Depository Participant shall forward a certification, satisfactory to the
Trustee, certifying the death of the Beneficial Owner and the receipt of the
appropriate death and tax waivers. The Depository Participant should in turn
make the request of the Depository (or, in the case of an Indirect Depository
Participant, such Indirect Depository Participant must notify the related
Depository Participant of such request, which Depository Participant should make
the request of the Depository) on the Depository's participant terminal system.
The Depository may establish such procedures as it deems fair and equitable to
establish the order of receipt of requests for such distributions received by it
on the same day. None of the Depositor, Master Servicer, the Servicer or the
Trustee shall be liable for any delay in delivery of requests for distributions
or withdrawals of such requests by the Depository, a Depository Participant or
any Indirect Depository Participant.
The Depository shall maintain a list of those Depository
Participants representing the appropriate Certificate Owners of Retail Lottery
Certificates that have submitted requests for distributions in reduction of the
Certificate Principal Balance of Retail Lottery Certificates, together with the
order of receipt and the amounts of such requests on the Depository's
participant terminal system. The Depository will honor requests for
distributions in the order of their receipt (subject to the priorities described
in Section 4.08(a) above). The Trustee shall notify the Depository as to which
requests should be honored on each Distribution Date at least three Business
Days prior to such Distribution Date based on the report received by the Trustee
pursuant to Section 4.03 and shall notify the Depository as to the amount of the
Senior Principal Distribution amount to be distributed to the Retail Lottery
Certificates by Random Lot pursuant to Section 4.08(d). Requests shall be
honored by the Depository in accordance with the procedures, and subject to the
priorities and limitations, described in this Section 4.08. The exact procedures
to be followed by the Trustee and the Depository for purposes of determining
such priorities and limitations will be those established from time to time by
the Trustee or the Depository, as the case may be. The decisions of the Trustee
and the Depository concerning such matters will be final and binding on all
affected persons.
Individual Retail Lottery Certificates that have been accepted
for a distribution shall be due and payable on the applicable Distribution Date.
Such Certificates shall cease to bear interest after the last day of the month
preceding the month in which such Distribution Date occurs.
Any Certificate Owner of a Retail Lottery Certificate that has
requested a distribution may withdraw its request by so notifying in
writing the Depository Participant or Indirect Depository Participant
that maintains such Certificate Owner's account. In the event that such
account is maintained by an Indirect Depository Participant, such
Indirect Depository Participant must notify the related Depository
Participant which in turn must forward the withdrawal of such request
on the Depository's participant terminal system.
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If such withdrawal of a request for distribution has not been received
on the Depository's participant terminal system on or before the Record
Date for the next Distribution Date, the previously made request for
distribution will be irrevocable with respect to the making of
distributions in reduction of the Certificate Principal Balance of the
Retail Lottery Certificates on such Distribution Date.
In the event any requests for distributions in reduction of
the Certificate Principal Balance of the Retail Lottery Certificates are
rejected by the Trustee for failure to comply with the requirements of this
Section 4.08, the Trustee shall return such request to the appropriate
Depository Participant with a copy to the Depository with an explanation as to
the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of
the Certificate Principal Balance of the Retail Lottery Certificates on a
Distribution Date exceed the outstanding Certificate Principal Balance of Retail
Lottery Certificates with respect to which distribution requests have been
received by the related Record Date, as provided in Section 4.08(a) above, the
additional distributions in reduction of the Certificate Principal Balance of
the Retail Lottery Certificates will be made by mandatory distributions in
reduction thereof. Such mandatory distributions on Individual Retail Lottery
Certificates will be made by Random Lot in accordance with the then- applicable
Random Lot procedures of the Depository, the Depository Participants and the
Indirect Depository Participants representing the Certificate Owners; provided
however, that, if after the distribution in reduction of the Certificate
Principal Balance of the Retail Lottery Certificates on the next succeeding
Distribution Date on which mandatory distributions are to be made, the
Certificate Principal Balance of the Retail Lottery Certificates would not be
reduced to zero, the Individual Retail Lottery Certificates to which such
distributions will be applied shall be selected by the Depository from those
Retail Lottery Certificates not otherwise receiving distributions in reduction
of the Certificate Principal Balance on such Distribution Date. The Trustee
shall notify the Depository of the aggregate amount of the mandatory
distribution in reduction of the Certificate Principal Balance of the Retail
Lottery Certificates to be made on the next Distribution Date. The Depository
shall then allocate such aggregate amount among its Depository Participants on a
Random Lot basis. Each Depository Participant and, in turn, each Indirect
Depository Participant will then select, in accordance with its own procedures,
Individual Retail Lottery Certificates from among those held in its accounts to
receive mandatory distributions in reduction of the Certificate Principal
Balance of the Retail Lottery Certificates, such that the total amount so
selected is equal to the aggregate amount of such mandatory distributions
allocated to such Depository Participant by the Depository and to such Indirect
Depository Participant by its related Depository Participant, as the case may
be. Depository Participants and Indirect Depository Participants that hold
Retail Lottery Certificates selected for mandatory distributions in reduction of
the Certificate Principal Balance thereof are required to provide notice of such
mandatory distributions to the affected Certificate Owners. The Master Servicer
agrees to notify the Trustee of the amount of distributions in reduction of the
Certificate
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Principal Balance of the Retail Lottery Certificates to be made on each
Distribution Date in a timely manner such that the Trustee may fulfill its
obligations pursuant to the letter of representations dated the Business Day
immediately preceding the Closing Date among the Depositor, the Trustee and the
Depository.
(e) Notwithstanding any provisions herein to the contrary, on
each Distribution Date following the first Distribution Date on which any
Realized Losses are allocated to the Retail Lottery Certificates, distributions
in reduction of the Certificate Principal Balance of the Retail Lottery
Certificates will be made pro rata among the Certificate Owners of the Retail
Lottery Certificates and will not be made in integral multiples of $1,000 nor
pursuant to requests for distribution as permitted by this Section 4.08 or
mandatory distributions by Random Lot.
(f) In the event that Definitive Certificates representing the
Retail Lottery Certificates are issued pursuant to Section 5.01, an amendment to
this Agreement, which may be approved without the consent of any
Certificateholders, shall establish procedures relating to the manner in which
distributions in reduction of the Certificate Principal Balance of the Retail
Lottery Certificates are to be made; provided that such procedures shall be
consistent, to the extent practicable and customary for certificates similar to
the Retail Lottery Certificates, with the provisions of this Section 4.08.
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ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates.
(a) The Certificates will be substantially in the respective
forms annexed hereto as Exhibits A-1, A-2, A-3 and B. The Certificates will be
issuable in registered form only. The Class A Certificates (other than the
Variable Strip Certificates and Residual Certificates) will be issued in minimum
denominations of $1,000 and integral multiples of $1 (or $1,000 in the case of
any Class A-9, Class A-10, Class A-14, Class 15, Class A-16 or Class A-17
Certificates) in excess thereof; the Class B Certificates of each Class will be
offered in registered, certificated form in minimum denominations of $25,000 and
integral multiples of $1 in excess thereof, except that one Certificate of the
Class A-9, Class A-10, Class A-14, Class A-15, Class A-16 and Class A-17
Certificates may be issued in the following denomination evidencing the
remainder of the aggregate initial Certificate Principal Balance of such Class
of Certificates :
Class A-9 $537.00
Class A-10 $527.00
Class A-14 $386.00
Class A-15 $367.00
Class A-16 $366.00
Class A-17 $386.00
The Variable Strip Certificates will be issuable in minimum denominations of any
Percentage Interest representing 5% and multiples of 0.01% in excess thereof.
The Residual Certificates will be issued in certificated fully-registered form
in a single certificate of $100.
Upon original issue, the Certificates shall, upon the written
request of the Depositor executed by an officer of the Depositor, be executed
and delivered by the Trustee, authenticated by the Trustee and delivered to or
upon the order of the Depositor upon receipt by the Trustee of the documents
specified in Section 2.01. The Certificates shall be executed by manual or
facsimile signature on behalf of the Trustee in its capacity as trustee
hereunder by a Responsible Officer. Certificates bearing the manual or facsimile
signatures of individuals who were at the time they signed the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Certificate shall
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be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates issued on the Closing Date shall be dated the Closing Date and any
Certificates delivered thereafter shall be dated the date of their
authentication.
(b) The Class A Certificates (other than the Variable Strip
Certificates and the Remainder Retail Certificates) shall initially be issued as
one or more Certificates registered in the name of the Depository or its nominee
and, except as provided below, registration of such Certificates may not be
transferred by the Trustee except to another Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. The Certificate Owners shall hold their respective Ownership Interests
in and to each of such Class A Certificates (except for such remainders) through
the book-entry facilities of the Depository and, except as provided below, shall
not be entitled to Definitive Certificates in respect of such Ownership
Interests. All transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant shall transfer
the Ownership Interests only in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Depositor may for all
purposes (including the making of payments due on the respective Classes of
Book-Entry Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the respective Classes
of Book-Entry Certificates for the purposes of exercising the rights of
Certificateholders hereunder. The rights of Certificate Owners with respect to
the respective Classes of Book-Entry Certificates shall be limited to those
established by law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such Certificate
Owners. Multiple requests and directions from, and votes of, the Depository as
Holder of any Class of Book-Entry Certificates with respect to any particular
matter shall not be deemed inconsistent if they are made with respect to
different Certificate Owners. The Depositor may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.
If (i)(A) the Depositor advises the Trustee in writing that
the Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Depositor is unable to locate a
qualified successor or (ii) the Depositor at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall, at the expense of the Depositor, issue the
Definitive Certificates. Neither the Depositor, the Master
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Servicer nor the Trustee shall be liable for any actions taken by the Depository
or its nominee, including, without limitation, any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates the Trustee and
the Master Servicer shall recognize the Holders of the Definitive Certificates
as Certificateholders hereunder.
SECTION 5.02. Registration of Transfer and Exchange of
Certificates.
(a) The Trustee shall maintain a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided.
(b) Except as provided in Section 5.02(c), no transfer, sale,
pledge or other disposition of a Subordinate Certificate shall be made unless
such transfer, sale, pledge or other disposition is exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), and any
applicable state securities laws or is made in accordance with said Act and
laws. In the event that a transfer of a Subordinate Certificate is to be made
under this Section 5.02(b), (i) the Trustee shall require an Opinion of Counsel
addressed to the Depositor, the Master Servicer, the Servicer and the Trustee
acceptable to and in form and substance satisfactory to the Trustee that such
transfer shall be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Depositor, the Servicer or the Master Servicer, provided
that such Opinion of Counsel will not be required in connection with the initial
transfer of any such Certificate by the Depositor or any affiliate thereof, to a
non-affiliate of the Depositor and (ii) the Trustee shall require the transferee
to execute a representation letter, substantially in the form of Exhibit F-1
hereto, and the Trustee shall require the transferor to execute a representation
letter, substantially in the form of Exhibit F-2 hereto, each acceptable to and
in form and substance satisfactory to the Trustee certifying to the Depositor
and the Trustee the facts surrounding such transfer, which representation
letters shall not be an expense of the Trustee, the Depositor, the Servicer or
the Master Servicer; provided however that such representation letters will not
be required in connection with any transfer of any such Certificate by the
Depositor to an affiliate of the Depositor and the Trustee shall be entitled to
conclusively rely upon a representation (which, upon the request of the Trustee,
shall be a written representation) from the Depositor of the status of such
transferee as an affiliate of the Depositor. Any such Certificateholder desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Depositor, the Servicer and the Master Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such applicable federal and state laws.
(c) Notwithstanding the requirements of Section 5.02(b),
transfers of Subordinate Certificates may be made in accordance with this
Section 5.02(c) if the prospective
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transferee of a Certificate provides the Trustee and the Depositor with an
investment letter substantially in the form of Exhibit F-3 attached hereto,
which investment letter shall not be an expense of the Trustee, the Depositor,
the Servicer or the Master Servicer, and which investment letter states that,
among other things, such transferee is a "qualified institutional buyer" as
defined under Rule 144A. Such transfers shall be deemed to have complied with
the requirements of Section 5.02(b) hereof; provided, however, that no transfer
of any of the Subordinate Certificates may be made pursuant to this Section
5.02(c) by the Depositor. Any such Certificateholder desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor,
the Servicer and the Master Servicer against any liability that may result if
the transfer is not so exempt or is not made in accordance with such applicable
federal and state laws.
(d) (i) Subject to the provisions of subsection (ii), no Class
B, Class PO, Variable Strip, or Residual Certificate may be acquired directly or
indirectly by, or on behalf of, an employee benefit plan or other retirement
arrangement which is subject to Title I of ERISA and/or Section 4975 of the
Code, unless the proposed transferee provides an opinion of counsel to the
Trustee (upon which the Trustee is authorized to rely) to the effect that the
proposed transfer and/or holding of such Certificate and the servicing,
management and operation of the Trust: (A) will not result in a prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code which is not
covered under an individual or class prohibited transaction exemption including
but not limited to Department of Labor Prohibited Transaction Exemption ("PTE")
84-14 (Class Exemption for Plan Asset Transactions Determined by Independent
Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain
Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class
Exemption for Certain Transactions Involving Insurance Company Pooled Separate
Accounts); PTE 95-60 (Class Exemption for Certain Transactions Involving
Insurance Company General Accounts); PTE 96-23 (Class Exemption for Plan Asset
Transactions Determined by In-House Asset Managers); and Section 401(c) of ERISA
and the regulations to be promulgated thereunder (relating to insurance company
general accounts) and (B) will not give rise to any additional fiduciary duties
under ERISA on the part of either the Depositor, the Master Servicer, the
Servicer or the Trustee.
(ii) In lieu of such opinion of counsel, any Person acquiring
an interest in a Class B-4, Class B-5, Class B-6, Variable Strip or Class PO
Certificate may represent to the Trustee (or, in the case of a Person acquiring
an interest in a Book-Entry Certificate which is a Subordinate Certificate,
shall be deemed to have represented to the Trustee) that it is either: (A) not
acquiring an interest in such Certificate directly or indirectly by, or on
behalf of, an employee benefit plan or other retirement arrangement which is
subject to Title I of ERISA and/or Section 4975 of the Code, or (B) providing a
representation or certification in the form of Exhibit F-6 attached hereto to
the Trustee to the effect that the transfer and/or holding of an interest in
such Certificate and the servicing, management and/or operation of the Trust and
its assets: (I) will not result in any prohibited transaction which is not
covered under an individual or class prohibited transaction exemption,
including, but not limited to, PTE 84-14, PTE 91-38, PTE 90-1, PTE
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95-60, PTE 96-23 or Section 401(c) of ERISA and the regulations to be
promulgated thereunder and (II) will not give rise to any additional fiduciary
duties on the part of either the Depositor, the Master Servicer, the Servicer or
the Trustee.
(e) (i) Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Trustee or its
designee under clause (iii)(A) below to deliver payments to a Person other than
such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer and to do all other
things necessary in connection with any such sale. The rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in
a Residual Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Residual Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of any Residual Certificate
until its receipt of (I) an affidavit and agreement (a "Transfer
Affidavit and Agreement" in the form attached hereto as Exhibit F-5)
from the proposed Transferee, in form and substance satisfactory to the
Trustee representing and warranting, among other things, that it is a
Permitted Transferee, that it is not acquiring its Ownership Interest
in the Residual Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its Ownership
Interest in a Residual Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the provisions of this
Section 5.02 and agrees to be bound by them, and (II) a certificate, in
the form attached hereto as Exhibit F-4, from the Holder wishing to
transfer the Residual Certificate, in form and substance satisfactory
to the Trustee representing and warranting, among other things, that no
purpose of the proposed Transfer is to impede the assessment or
collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee assigned to this transaction has
actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Residual
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in
a Residual Certificate shall agree (x) to require a Transfer Affidavit
and Agreement from any other Person to whom such Person attempts to
transfer its Ownership Interest in a Residual
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Certificate and (y) not to transfer its Ownership Interest unless it
provides a certificate to the Trustee in the form attached hereto as
Exhibit F-4.
(E) Each Person holding or acquiring an Ownership Interest in
a Residual Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary Treasury
Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Residual Certificate, if it is "a pass-through
interest holder", or is holding an Ownership Interest in a Residual
Certificate on behalf of a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any Residual
Certificate only if it shall have received the Transfer Affidavit and Agreement
in the form attached hereto as Exhibit F-5, a certificate of the Holder
requesting such transfer in the form attached hereto as Exhibit F-4 and all of
such other documents as shall have been reasonably required by the Trustee as a
condition to such registration. Transfers of the Residual Certificates other
than to Permitted Transferees are prohibited.
(iii) (A) If any Person other than a Permitted Transferee
shall become a Holder of a Residual Certificate, then the last preceding
Permitted Transferee shall be restored, to the extent permitted by law, to all
rights and obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Residual Certificate. If a transfer of a Residual
Certificate is disregarded pursuant to the provisions of Treasury Regulations
Section 1.860E-1 or Section 1.860G-3, then the last preceding Permitted
Transferee shall be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration of such
Transfer of such Residual Certificate. The Trustee shall be under no liability
to any Person for any registration of Transfer of a Residual Certificate that is
in fact not permitted by this Section 5.02 or for making any payments due on
such Certificate to the holder thereof or for taking any other action with
respect to such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder
of a Residual Certificate in violation of the restrictions in this Section 5.02
and to the extent that the retroactive restoration of the rights of the Holder
of such Residual Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Trustee shall have the right,
without notice to the holder or any prior holder of such Residual Certificate,
to sell such Residual Certificate to a purchaser selected by the Trustee on such
terms as the Trustee may choose. Such purported Transferee shall promptly
endorse and deliver each Residual Certificate in accordance with the
instructions of the Trustee. Such purchaser may be the Trustee itself. The
proceeds of such sale, net of the commissions (which may include commissions
payable to the Trustee), expenses and taxes due, if any, will be remitted by the
Trustee to such purported Transferee. The terms and conditions of any sale under
this clause (iii)(B) shall be determined in the sole discretion
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of the Trustee, and the Trustee shall not be liable to any Person having an
Ownership Interest in a Residual Certificate as a result of its exercise of such
discretion.
(iv) The Master Servicer shall make available to the Internal
Revenue Service and those Persons specified by the REMIC Provisions, all
information necessary to compute any tax imposed (A) as a result of the transfer
of an ownership interest in a Residual Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Residual Certificates required to be provided to the
Internal Revenue Service and certain Persons as described in Treasury
Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of
any regulated investment company, real estate investment trust, common trust
fund, partnership, trust, estate or organization described in Section 1381 of
the Code that holds an Ownership Interest in a Residual Certificate having as
among its record holders at any time any Person who is a Disqualified
Organization. The Master Servicer may charge and shall be entitled to reasonable
compensation for providing such information as may be required from those
Persons which may have had a tax imposed upon them as specified in clauses (A)
and (B) of this paragraph for providing such information.
(f) Subject to the preceding paragraphs, upon surrender for
registration of transfer of any Certificate at the office of the Trustee
maintained for such purpose, the Trustee shall execute and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class of a like aggregate
Percentage Interest. Every Certificate surrendered for transfer shall be
accompanied by notification of the account of the designated transferee or
transferees for the purpose of receiving distributions pursuant to Section 4.01
by wire transfer, if any such transferee desires and is eligible for
distribution by wire transfer.
(g) At the option of the Certificateholders, Certificates may
be exchanged for other Certificates of authorized denominations of the same
Class of a like aggregate Percentage Interest, upon surrender of the
Certificates to be exchanged at the office of the Trustee. 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. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee) be duly endorsed by,
or be accompanied by a written instrument of transfer in the form satisfactory
to the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(h) No service charge shall be made to the Certificateholders
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.
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(i) All Certificates surrendered for transfer and exchange
shall be cancelled and retained by the Trustee in accordance with the Trustee's
standard procedures.
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.
If (i) any mutilated Certificate is surrendered to the Trustee
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Certificate, and (ii) there is delivered to the Trustee such
security or indemnity as may be required by it to save it harmless, then, in the
absence of notice to the Trustee that such 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, a new Certificate of the same Class and Percentage Interest. Upon
the issuance of any new Certificate under this Section, the Trustee may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.04. Persons Deemed Owners.
The Depositor, the Master Servicer, the Servicer the Trustee
and any agent of any of them may treat the person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever,
and neither the Depositor, the Master Servicer, the Servicer, the Trustee nor
any agent of any of them shall be affected by notice to the contrary.
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ARTICLE VI
THE MASTER SERVICER AND THE SERVICER
SECTION 6.01. Liability of the Master Servicer and the
Servicer.
The Master Servicer and the Servicer each shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
upon and undertaken by the Master
Servicer and the Servicer herein.
SECTION 6.02. Merger, Consolidation or Conversion of the
Master Servicer or the Servicer.
The Master Servicer and the Servicer each will keep in full
effect its existence, rights and franchises as a partnership, corporation or a
national banking association under the laws of the state of its organization or
incorporation or the United States, and each will obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates, or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
Any Person into which the Master Servicer or the Servicer may
be merged, consolidated or converted, or any corporation resulting from any
merger or consolidation to which the Master Servicer or the Servicer shall be a
party, or any Person succeeding to the business of the Master Servicer or the
Servicer, shall be the successor of the Master Servicer or the Servicer, as the
case may be, hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that the successor or surviving
Person to the Servicer shall be qualified to sell mortgage loans to and service
mortgage loans for Fannie Mae or Freddie Mac.
SECTION 6.03. Limitation on Liability the Master Servicer, the
Servicer and Others.
Neither the Master Servicer, the Servicer nor any of the
directors, officers, employees or agents of the Master Servicer or the Servicer
shall be under any liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Master Servicer or the Servicer (but this
provision shall protect the above described persons) against any breach of
warranties or representations made herein; and provided further that this
provision shall not protect the Depositor, the Master Servicer, the Servicer or
any such person, against any liability which would otherwise be imposed by
reason
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of willful misfeasance, bad faith or gross negligence in the performance of
duties or by reason of reckless disregard of obligations and duties hereunder.
The Master Servicer, the Servicer and any director, officer, employee or agent
of the Master Servicer or the Servicer may rely in good faith on any document of
any kind PRIMA FACIE properly executed and submitted by any Person respecting
any matters arising hereunder. The Master Servicer, the Servicer and any
director, or officer, employee or agent of the Master Servicer or the Servicer
shall be indemnified and held harmless by the Trust Fund against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement or the Certificates (including reasonable legal fees and
disbursements of counsel), other than (a) any loss, liability or expense related
to Servicer's or Master Servicer's master servicing or servicing obligations
with respect to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement), or (b) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. Neither the Master Servicer nor the Servicer shall be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Master Servicer or the Servicer may in its sole discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom (except any action or
liability related to the Master Servicer's obligations under Section 3.01) shall
be expenses, costs and liabilities of the Trust Fund, and the Master Servicer
and the Servicer shall be entitled to be reimbursed therefor from the Protected
Account as provided in Section 3.10, any such right of reimbursement being prior
to the rights of Certificateholders to receive any amount in the Custodial
Account or Certificate Account.
SECTION 6.04. Limitation on Resignation of the Master
Servicer.
The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (a) upon appointment of a successor master
servicer reasonably acceptable to the Trustee upon receipt by the Trustee of a
letter from the Rating Agency that such a resignation and appointment will not,
in and of itself, result in a downgrading of the Certificates or (b) upon
determination that its duties hereunder are no longer permissible under
applicable law. Any such determination permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Counsel (at the expense of the
resigning Master Servicer) to such effect delivered to the Trustee. No such
resignation shall become effective until the Trustee or a successor master
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
SECTION 6.05. Sale and Assignment of Master Servicing.
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The Master Servicer may sell and assign its rights and
delegate its duties and obligations in their entirety as Master Servicer under
this Agreement; PROVIDED, HOWEVER, that: (i) the purchaser or transferee
accepting such assignment and delegation (a) shall be a Person which shall be
qualified to service mortgage loans for Fannie Mae or Freddie Mac; (b) shall, in
the case of successor master servicers only, have a net worth of not less than
$10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause
(ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced
in a writing signed by the Trustee) as having a comparable servicing ability to
that of the Master Servicer on the Closing Date; (d) shall execute and deliver
to the Trustee an agreement, in form and substance reasonably satisfactory to
the Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by it as master servicer under this Agreement and any custodial
agreement, from and after the effective date of such agreement; (ii) each Rating
Agency shall be given prior written notice of the identity of the proposed
successor to the Master Servicer and each Rating Agency's rating of the
Certificates in effect immediately prior to such assignment, sale and delegation
will not be downgraded or withdrawn as a result of such assignment, sale and
delegation, as evidenced by a letter to such effect delivered to the Master
Servicer and the Trustee; and (iii) the Master Servicer assigning and selling
the master servicing shall deliver to the Trustee an Officer's Certificate and
an Opinion of Counsel, each stating that all conditions precedent to such action
under this Agreement have been completed and such action is permitted by and
complies with the terms of this Agreement. No such assignment or delegation
shall affect any liability of the Master Servicer arising prior to the effective
date thereof.
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ARTICLE VII
DEFAULT
SECTION 7.01. Events of Default.
"Event of Default", wherever used herein, means any one of the
following events:
(i) any failure by the Master Servicer to deposit into the
Certificate Account on each Certificate Account Deposit Date the
amounts required to be deposited therein (other than an Advance) under
the terms of this Agreement which continues unremedied for two (2)
Business Days after such amount was required to be remitted; or
(ii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer contained in the
Certificates or in this Agreement (including any breach of the Master
Servicer's representations and warranties pursuant to Section 2.03
which materially and adversely affects the interests of the
Certificateholders) which continues unremedied for a period of 60 days
after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer by
the Trustee, or to the Master Servicer and the Trustee by the Holders
of Certificates entitled to at least 25% of the Voting Rights; 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 the
appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged or unstayed
for a period of 60 consecutive days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings of
or relating to the Master Servicer or of or relating to
all or substantially all of its property; or
(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of or otherwise voluntarily commence a case or proceeding
under any applicable bankruptcy, insolvency, reorganization or other
similar statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations; or
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(vi) the Master Servicer shall fail to deposit in the Certificate
Account on any Certificate Account Deposit Date an amount equal to any
required Advance.
If an Event of Default described in clauses (i) - (v) of this Section shall
occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied, the Trustee or the Holders of Certificates
entitled to at least 51% of the Voting Rights, by notice in writing to the
Master Servicer (and to the Trustee if given by such Holders of Certificates),
with a copy to the Rating Agencies, may terminate all of the rights and
obligations (but not the liabilities) of the Master Servicer under this
Agreement and in and to the Trust Fund, other than its rights as a
Certificateholder hereunder; provided, however, that the successor to the Master
Servicer appointed pursuant to Section 7.02 shall have accepted the duties of
Master Servicer effective upon the resignation or termination of the Master
Servicer. If an Event of Default described in clause (vi) hereof shall occur,
the Trustee shall, by notice to the Master Servicer, and the Depositor,
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Trust Fund, other than its rights as a
Certificateholder hereunder; provided, however, that if the Trustee determines
(in its sole discretion) that the failure by the Master Servicer to make any
required Advance was due to circumstances beyond its control, and the required
Advance was otherwise made, the Trustee shall not terminate the Master Servicer.
On or after the receipt by the Master Servicer of such notice, all authority and
power of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a holder thereof) or the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee pursuant to and under this
Section, and, without limitation, the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise at the
expense of the Master Servicer. The Master Servicer agrees to cooperate (and pay
any related costs and expenses) with the Trustee in effecting the termination of
the Master Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee or its appointed agent for
administration by it of (i) the property and amounts which are then or should be
part of the Trust Fund or which thereafter become part of the Trust Fund; (ii)
originals or copies of all documents of the Master Servicer reasonably requested
by the Trustee to enable it to assume the Master Servicer's duties thereunder;
(iii) the rights and obligations of the Master Servicer with respect to the
Servicer and the Mortgage Loans; and (iv) all cash amounts which shall at the
time be deposited by the Master Servicer or should have been deposited to the
Custodial or the Certificate Account or thereafter be received with respect to
the Mortgage Loans. The Trustee shall not be deemed to have breached any
obligation hereunder as a result of a failure to make or delay in making any
distribution as and when required hereunder caused by the failure of the Master
Servicer to remit any amounts received on it or to deliver any documents held by
it with respect to the Mortgage Loans. For purposes of this Section 7.01, the
Trustee shall not be deemed to have knowledge of an Event of Default unless a
Responsible Officer of the Trustee
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assigned to and working in the Trustee's corporate trust division has actual
knowledge thereof or unless notice of any event which is in fact such an Event
of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.
SECTION 7.02. Trustee to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of
termination, the Trustee or its appointed agent shall be the successor in all
respects to the Master Servicer in its capacity as Master Servicer under this
Agreement and the transactions set forth or provided for herein and shall be
subject thereafter to all the responsibilities, duties and liabilities relating
thereto placed on the Master Servicer including the obligation to make Advances
which have been or will be required to be made (except for the responsibilities,
duties and liabilities contained in Section 2.03 and its obligations to deposit
amounts in respect of losses pursuant to Section 4.01(f)) by the terms and
provisions hereof; and provided further, that any failure to perform such duties
or responsibilities caused by the Master Servicer's failure to provide
information required by Section 4.02 or 4.03 shall not be considered a default
by the Trustee hereunder. As compensation therefor, the Trustee shall be
entitled to the Master Servicing Fee and all funds relating to the Mortgage
Loans which the Master Servicer would have been entitled to charge to the
Custodial Account and the Certificate Account if the Master Servicer had
continued to act hereunder. If the Trustee has become the successor to the
Master Servicer in accordance with Section 6.04 or Section 7.02, then
notwithstanding the above, if the Trustee shall be unwilling to so act, or shall
be unable to so act, the Trustee may appoint, or petition a court of competent
jurisdiction or appoint, any established housing and home finance institution,
which is also a Fannie Mae- or Freddie Mac-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall act in such capacity as herein above 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 Master Servicer hereunder. Each of the Depositor,
the Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.
Any successor, including the Trustee, to the Master Servicer
shall maintain in force during its term as master servicer hereunder policies
and fidelity bonds to the same extent as the Master Servicer is so required
pursuant to Section 3.03.
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SECTION 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to
the Master Servicer, the Trustee shall give prompt notice thereof to
Certificateholders, the Depositor, the Servicer and to the Rating Agencies.
(b) Within 60 days after the occurrence of any Event of
Default, the Trustee shall transmit by mail to all Holders of Certificates
notice of each such Event of Default hereunder known to the Trustee, unless such
Event of Default shall have been cured or waived.
SECTION 7.04. Waiver of Events of Default.
The Holders representing at least 51% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder, may waive such
default or Event of Default (other than an Event of Default set forth in Section
7.01 (vi)); PROVIDED, HOWEVER, that (a) a default or Event of Default under
clause (i) of Section 7.01 may be waived only by all of the Holders of
Certificates affected by such default or Event of Default and (b) no waiver
pursuant to this Section 7.04 shall affect the Holders of Certificates in the
manner set forth in the second paragraph of Section 11.01 or materially
adversely affect any non-consenting Certificateholder. Upon any such waiver of a
default or Event of Default by the Holders representing the requisite percentage
of Voting Rights of Certificates affected by such default or Event of Default,
such default or Event of Default shall cease to exist and shall be deemed to
have been remedied for every purpose hereunder. No such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon except to the extent expressly so waived. The Master Servicer
shall give notice of any such waiver to the Rating Agencies.
SECTION 7.05. List of Certificateholders.
Upon written request of three or more Certificateholders of
record, for purposes of communicating with other Certificateholders with respect
to their rights under this Agreement, the Trustee will afford such
Certificateholders access during business hours to the most recent list of
Certificateholders held by the Trustee.
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ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default
and after the curing or waiver 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 occurs, is continuing and has
not been waived, the Trustee shall exercise such of the rights and powers vested
in it by this Agreement, and except as otherwise provided in Article VII, shall
use the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs. Any
permissive right of the Trustee enumerated in this Agreement shall not be
construed as a duty.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them in accordance with the
requirements of this Agreement. If any such instrument is found not to conform
to the requirements of this Agreement in a material manner, the Trustee shall
inform the person presenting such document and if the instrument is not
corrected to the Trustee's satisfaction, the Trustee will provide notice thereof
to the Certificateholders. Notwithstanding the foregoing, the Trustee shall not
be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Master Servicer hereunder or any Opinion of Counsel required hereunder.
The Trustee covenants and agrees that it shall perform its
obligations hereunder in a manner so as to maintain the status of the Trust Fund
under the REMIC Provisions and to prevent the imposition of any federal, state
or local income, prohibited transaction, contribution or other tax on the Trust
Fund to the extent that maintaining such status and avoiding such taxes are
reasonably within the control of the Trustee and are reasonably within the scope
of its duties under this Agreement.
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 or waiver 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
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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 liable for an error of
judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless it shall be proved
that the Trustee was negligent in ascertaining the pertinent
facts;
(iii) The Trustee shall not be 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 Holders of
Certificates entitled to at least 25% of the Voting Rights
relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee,
under this Agreement; and
(iv) The Trustee shall not be required to expend or risk
its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if there is reasonable ground
for believing that repayment of 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 Depositor, the Seller, or the Servicer
hereunder under any circumstance, or of the Master 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 Master Servicer
in accordance with the terms of this Agreement.
SECTION 8.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(a) The Trustee may rely upon and shall be protected in acting
or refraining from acting in reliance upon any resolution, Officer's
Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document reasonably believed
by it to be genuine and to have been signed or presented by the proper
party or parties;
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(b) The Trustee may consult with counsel and any advice of such
counsel or Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by
it hereunder in good faith and in accordance therewith;
(c) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement, other than its
obligation to give notice pursuant to this Agreement, or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of
Default of which a Responsible Office of the Trustee's corporate trust
department has actual knowledge (which has not been waived or cured),
to exercise such of the rights and powers vested in it by this
Agreement, and if it is not acting as Master Servicer, to use the same
degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own
affairs;
(d) The Trustee shall not be 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;
(e) Prior to the occurrence of an Event of Default hereunder and
after the curing or waiver 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 Holders of Certificates entitled to at least 25% of the Voting
Rights; provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion
of the Trustee, reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement reasonable expense of
every such examination shall be paid by the Certificateholders
requesting the investigation;
(f) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through affiliates, agents or attorneys; and
(g) The Trustee shall not be required to give any bond or surety
with respect to the execution of the trust created hereby or the powers
granted hereunder.
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SECTION 8.03. Trustee Not Liable for Certificates or Mortgage
Loans.
The recitals contained herein and in the Certificates (other
than the signature of the Trustee, the authentication of the Trustee on the
Certificates and the acknowledgments of the Trustee contained in Article II)
shall be taken as the statements of the Depositor and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations or
warranties as to the validity or sufficiency of this Agreement or the
Certificates (other than the signature and authentication of the Trustee on the
Certificates) or of any Mortgage Loan or related document. The Trustee shall not
be accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Depositor, the Master Servicer or the
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account by the Servicer or the Master Servicer.
SECTION 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity (other
than as Trustee hereunder) may become the owner or pledgee of Certificates and
may otherwise deal with the parties hereto, with the same rights it would have
if it were not Trustee.
SECTION 8.05. Trustee's Fees; Indemnification of Trustee.
On an annual basis, the Master Servicer shall compensate the
Trustee as separately agreed. Such compensation (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust) shall be paid for all services rendered by it in the execution of the
trusts hereby created and in the exercise and performance of any of the powers
and duties hereunder or of the Trustee. Except as otherwise provided in this
Agreement, the Trustee and any director, officer, employee or agent of the
Trustee shall be indemnified and held harmless by the Trust Fund against any
claim, loss, liability, fee or expense incurred in connection with any Event of
Default, any breach of this Agreement or any claim or legal action (including
any pending or threatened claim or legal action) relating to the acceptance or
administration of its trusts hereunder or the Certificates, other than any
claim, loss, liability or expense (i) sustained in connection with this
Agreement related to the breach of a representation or warranty hereunder,
willful misfeasance, bad faith or negligence of the Master Servicer or the
Servicer in the performance of its duties hereunder or (ii) incurred in
connection with a breach constituting willful misfeasance, bad faith or
negligence of the Trustee in the performance of its duties hereunder or by
reason of reckless disregard of its obligations and duties hereunder.
The Master Servicer and the Servicer shall indemnify the
Trustee and the Depositor and any director, officer, employee or agent of the
Trustee and the Depositor against any such claim or legal action (including any
pending or threatened claim or legal action), loss, liability, fee or expense
that may be sustained in connection with this Agreement related to the breach of
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a representation or warranty hereunder, willful misfeasance, bad faith, or
negligence in the performance of the Master Servicer's or Servicer's, as
applicable, duties hereunder.
The provisions of this Section 8.05 shall survive the
resignation or removal of the Trustee or the termination of this Agreement.
SECTION 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a
national banking association organized and doing business under the laws of any
state or the United States of America or the District of Columbia, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. In addition, the Trustee shall at all times be
acceptable to the Rating Agency rating the Certificates. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07. The corporation or national banking association serving as Trustee
may have normal banking and trust relationships with the Seller and their
affiliates, the Master Servicer and its affiliates or the Servicer and its
affiliates; provided, however, that such corporation cannot be an affiliate of
the Master Servicer other than the Trustee in its role as successor to the
Master Servicer.
SECTION 8.07. 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 Master Servicer;
with a copy to the Rating Agencies; provided, that such resignation shall not be
effective until a successor trustee is appointed and accepts appointment in
accordance with the following provisions. Upon receiving such notice of
resignation, the Master Servicer shall promptly appoint a successor trustee who
meets the eligibility requirements of Section 8.06 by written instrument, in
triplicate, one copy of which instrument shall be delivered to each of the
resigning Trustee and to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee;
provided, however, that the resigning Trustee shall not resign and be discharged
from the trusts hereby created until such time as the Rating Agency rating the
Certificates approves the successor trustee.
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If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Master Servicer, 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, the
Master Servicer may remove the Trustee and appoint a successor trustee who meets
the eligibility requirements of Section 8.06 by written instrument, in
triplicate, which instrument shall be delivered to the Trustee so removed and to
the successor trustee.
The Holders of Certificates entitled to at least 51% of the
Voting Rights, may at any time 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 Master Servicer, one complete set to the
Trustee so removed and one complete set to the successor so appointed. A copy of
such instrument shall be delivered to the Certificateholders and the Depositor
by the Master Servicer.
Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.
SECTION 8.08. Successor Trustee.
Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Master Servicer and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor 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 after payment of its
outstanding fees and expenses, promptly deliver to the successor trustee all
assets and records of the Trust Fund held by it hereunder (other than any
Mortgage Files at the time held by a Custodian, which shall become the agent of
any successor trustee hereunder), and the Master Servicer and the predecessor
trustee shall execute and deliver all such instruments and do such other things
as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee all such rights, powers, duties and
obligations.
No successor trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.
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Upon acceptance of appointment by a successor trustee as
provided in this Section, the Master Servicer shall mail notice of the
succession of such trustee hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the Master Servicer fails to
mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Master Servicer.
SECTION 8.09. Merger or Consolidation of Trustee.
Any state bank or trust company or national banking
association into which the Trustee may be merged or converted or with which it
may be consolidated or any state bank or trust company or national banking
association resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any state bank or trust company or national banking
association succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such state bank or trust company or national banking association shall
be eligible under the provisions of Section 8.06 without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Master Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within 15 days after
the receipt by it of a request so to do, or in case an Event of Default shall
have occurred and be continuing, the Trustee alone shall have the power to make
such appointment without the Master Servicer. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 hereunder and no notice to Holders of Certificates of
the appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.
In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee and required to be conferred or such
co-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
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as Trustee hereunder or as successor to the Master Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.
Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
SECTION 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Depositor appoint one or more Custodians who are not Affiliates of the
Depositor, the Servicer or any Seller to hold all or a portion of the Mortgage
Files as agent for the Trustee, by entering into a Custodial Agreement. The
appointment of Norwest Bank of Minnesota, N.A. as Custodian under the Custodial
Agreement dated the Closing Date is hereby authorized. Subject to Article VIII,
the Trustee agrees to comply with the terms of each Custodial Agreement and to
enforce the terms and provisions thereof against the Custodian for the benefit
of the Certificateholders. Each Custodian shall be a depository institution
subject to supervision by federal or state authority, shall have a combined
capital and surplus of at least $15,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Mortgage File. Each Custodial
Agreement may be amended only as provided in Section 11.01. The Trustee shall
notify the Certificateholders of the appointment of any Custodian (other than
the Custodian appointed as of the Closing Date) pursuant to this Section 8.11.
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ARTICLE IX
TERMINATION
SECTION 9.01. Termination Upon Repurchase or Liquidation of
All Mortgage Loans or upon Purchase of
Certificates.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Depositor, the Master Servicer, the Servicer and the
Trustee created hereby (other than the obligations of the Master Servicer and
the Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer
to provide for and the Trustee to make payments to Certificateholders as
hereafter set forth) shall terminate upon payment to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be paid to them
hereunder following the earlier to occur of (i) the repurchase by the Depositor
or its designee (or if the Depositor or its designee do not exercise such
option, the Master Servicer or its designee) of all Mortgage Loans and each REO
Property in respect thereof remaining in the Trust Fund at a price equal to (a)
100% of the unpaid principal balance of each Mortgage Loan (other than one as to
which a REO Property was acquired) on the day of repurchase together with
accrued interest on such unpaid principal balance at the Net Mortgage Rate to
the first day of the month in which the proceeds of such repurchase are to be
distributed, plus (b) the appraised value of any REO Property (but not more than
the unpaid principal balance of the related Mortgage Loan, together with accrued
interest on that balance at the Net Mortgage Rate to the first day of the month
such repurchase price is distributed), less the good faith estimate of the
Servicer of liquidation expenses to be incurred in connection with its disposal
thereof, such appraisal to be conducted by an appraiser mutually agreed upon by
the Master Servicer and the Trustee at the expense of the entity terminating the
Trust Fund, and (ii) the final payment or other liquidation (or any Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the
disposition of all REO Property in respect thereof); provided, however, that in
no event shall the trust created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date hereof, and provided further that the purchase price set
forth above shall be increased as is necessary, as determined by the Master
Servicer, to avoid disqualification of the Trust Fund as a REMIC. In the case of
any repurchase by the Master Servicer pursuant to clause (i), the Master
Servicer shall include in such repurchase price the amount of any Advances that
will be reimbursed to the Master Servicer or the Servicer pursuant to Section
3.10(iii) and the Servicer shall exercise reasonable efforts to cooperate fully
with the Trustee and the Master Servicer in effecting such repurchase and the
transfer of the Mortgage Loans and related Mortgage Files and related records to
the Master Servicer.
The right of the Depositor or its designee or the Master
Servicer or its designee to repurchase all Mortgage Loans pursuant to (i) above
shall be conditioned upon the aggregate
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Stated Principal Balance of such Mortgage Loans at the time of any such
repurchase aggregating an amount equal to or less than 10% in the case of the
Depositor or its designee, or 5%, in the case of the Master Servicer or its
designee, of the aggregate Stated Principal Balance of the Mortgage Loans at the
Cut-off Date. If such right is exercised, the Depositor or the Master Servicer
or their respective designee upon such repurchase shall provide to the Trustee,
notice of such exercise prior to the Determination Date in the month preceding
the month of purchase and the certification required by Section 3.15.
Notice of any termination, specifying the Distribution Date
upon which the Certificateholders may surrender their Certificates to the
Trustee for payment of the final distribution and cancellation, shall be given
promptly by the Trustee by letter to the Certificateholders mailed (a) in the
event such notice is given in connection with the Depositor or Master Servicer's
election to repurchase, not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution or (b)
otherwise during the month of such final distribution on or before the
Determination Date in such month, in each case specifying (i) the Distribution
Date upon which 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 Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the office of
the Trustee therein specified. In the event such notice is given in connection
with the Depositor, Master Servicer or their respective designee's election to
repurchase, the Depositor, Master Servicer or their respective designee shall
deliver to the Trustee for deposit in the Certificate Account on the Business
Day immediately preceding the Distribution Date specified in such notice an
amount equal to the above-described repurchase price payable out of its own
funds. Upon presentation and surrender of the Certificates by the
Certificateholders, the Trustee shall distribute to the Certificateholders (i)
the amount otherwise distributable on such Distribution Date, if not in
connection with the Depositor or Master Servicer's election to repurchase, or
(ii) if the Depositor or Master Servicer elected to so repurchase, an amount
determined as follows: with respect to each Senior Certificate and Subordinate
Certificate, the outstanding Certificate Principal Balance thereof, plus one
month's interest thereon at the applicable Pass-Through Rate and any previously
unpaid Accrued Certificate Interest; and with respect to the Residual
Certificates, the Percentage Interest evidenced thereby multiplied by the
difference, if any, between the above described repurchase price and the
aggregate amount to be distributed to the Holders of the Senior Certificates and
Subordinate Certificates, subject to the priorities set forth in Section
4.01(b). Upon certification to the Trustee by a Servicing Officer, following
such final deposit, the Trustee and any Custodian shall promptly release the
Mortgage Files as directed by the Depositor or Master Servicer for the remaining
Mortgage Loans, and the Trustee shall execute all assignments, endorsements and
other instruments required by the Depositor or Master Servicer as being
necessary to effectuate such transfer.
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In the event that all of the Certificateholders shall not
surrender their Certificates for cancellation within six months after the time
specified in the above-mentioned notice, the Trustee shall give a second notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice all of the Certificates shall not have been
surrendered for cancellation, the Trustee shall take reasonable steps as
directed by the Depositor, or appoint an agent to take reasonable steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, 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 shall not have been surrendered for cancellation,
the Residual Certificateholders shall be entitled to all unclaimed funds and
other assets which remain subject hereto.
SECTION 9.02. Additional Termination Requirements.
(a) In the event the Depositor or the Master Servicer
repurchases the Mortgage Loans as provided in Section 9.01, the Trust Fund shall
be terminated in accordance with the following additional requirements, unless
the Depositor or Master Servicer, at its own expense, obtains for the Trustee an
Opinion of Counsel to the effect that the failure of the Trust Fund to comply
with the requirements of this Section 9.02 will not (i) result in the imposition
on the Trust Fund of taxes on "prohibited transactions," as described in Section
860F of the Code, or (ii) cause the Trust Fund to fail to qualify as a REMIC at
any time that any Certificate is outstanding:
(i) The Depositor or the Master Servicer shall establish a
90-day liquidation period for the REMIC and specify the first day of
such period in a statement attached to the Trust Fund's final Tax
Return pursuant to Treasury regulations Section 1.860F-1. The Depositor
or Master Servicer also shall satisfy all of the requirements of a
qualified liquidation for the REMIC under Section 860F of the Code and
regulations thereunder;
(ii) The Depositor or the Master Servicer shall notify the
Trustee at the commencement of such 90-day liquidation period and, at
or prior to the time of making of the final payment on the
Certificates, the Trustee shall sell or otherwise dispose of all of the
remaining assets of the Trust Fund in accordance with the terms hereof;
and
(iii) If the Depositor or the Master Servicer is exercising
its right to purchase the assets of the Trust Fund, the Depositor or
the Master Servicer shall, during the 90-day liquidation period and at
or prior to the Final Distribution Date, purchase all of the assets of
the Trust Fund for cash; PROVIDED, HOWEVER, that in the event that a
calendar quarter ends after the commencement of the 90-day liquidation
period but prior to the Final Distribution Date, the Depositor or the
Master Servicer shall not purchase any of the assets of the Trust Fund
prior to the close of that calendar quarter.
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(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for the REMIC at the expense of the Trust Fund in
accordance with the terms and conditions of this
Agreement.
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ARTICLE X
REMIC PROVISIONS
SECTION 10.01. REMIC Administration.
(a) The Trustee shall make an election to treat the Trust Fund
as a REMIC under the Code and, if necessary, under applicable state law. Each
such election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return, to be
prepared by the Master Servicer for the taxable year ending on the last day of
the calendar year in which the Certificates are issued. For the purposes of the
REMIC election in respect of the Trust Fund, the Certificates (other than the
Class R Certificates) shall be designated as the "regular interests" and the
Class R Certificates shall be designated as the sole class of "residual
interest" in the REMIC. The Master Servicer and the Trustee shall not permit the
creation of any "interests" (within the meaning of Section 860G of the Code) in
the REMIC other than the Certificates.
(b) The Closing Date is hereby designated as the "startup day"
of the Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The Trust Fund shall pay any and all expenses relating to
any tax audit of the REMIC (including, but not limited to, any professional fees
or any administrative or judicial proceedings with respect to the REMIC that
involve the Internal Revenue Service or state tax authorities), other than the
expense of obtaining any tax related Opinion of Counsel except as specified
herein. The Master Servicer, as agent for the REMIC's tax matters person, shall
(i) act on behalf of the REMIC in relation to any tax matter or controversy
involving the Trust Fund and (ii) represent the Trust Fund in any administrative
or judicial proceeding relating to an examination or audit by any governmental
taxing authority with respect thereto. By their acceptance thereof, the holder
of the largest Percentage Interest of the Residual Certificates hereby agrees to
irrevocably appoint the Master Servicer or an Affiliate as its agent to perform
all of the duties of the tax matters person for the REMIC.
(d) The Master Servicer shall prepare, sign and file all of
the Tax Returns in respect of the REMIC created hereunder. The expenses of
preparing and filing such returns shall be borne by the Master Servicer without
any right of reimbursement therefor.
(e) The Master Servicer shall perform on behalf of the REMIC
all reporting and other tax compliance duties that are the responsibility of the
REMIC under the Code, the REMIC Provisions or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, as required by the Code, the REMIC Provisions
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or other such compliance guidance, the Master Servicer shall provide (i) to any
Transferor of a Residual Certificate such information upon reasonable
compensation from such Transferor as is necessary for the application of any tax
relating to the transfer of a Residual Certificate to any Person who is not a
Permitted Transferee, (ii) to the Certificateholders such information or reports
as are required by the Code or the REMIC Provisions including reports relating
to interest, original issue discount and market discount or premium (using the
Prepayment Assumption as required) and (iii) to the Internal Revenue Service the
name, title, address and telephone number of the person who will serve as the
representative of the REMIC. In addition, the Depositor shall provide or cause
to be provided to the Master Servicer, within ten (10) days after the Closing
Date, all information or data that the Master Servicer reasonably determines to
be relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flow of the Certificates.
(f) The Trustee and the Master Servicer shall take such action
and shall cause the REMIC created hereunder to take such action as shall be
necessary to create or maintain the status thereof as a REMIC under the REMIC
Provisions (and the Servicer shall assist it, to the extent reasonably requested
by it). Neither the Trustee nor the Master Servicer shall take any action, cause
the Trust Fund to take any action or fail to take (or fail to cause to be taken)
any action that, under the REMIC Provisions, if taken or not taken, as the case
may be, could (i) endanger the status of the Trust Fund as a REMIC or (ii)
result in the imposition of a tax upon the REMIC (including but not limited to
the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code) (either such event, an "Adverse REMIC Event") unless the Trustee or the
Master Servicer has received an Opinion of Counsel, addressed to the Trustee (at
the expense of the party seeking to take such action but in no event at the
expense of the Trustee or the Master Servicer) to the effect that the
contemplated action will not, with respect to the REMIC created hereunder,
endanger such status or result in the imposition of such a tax, nor shall the
Servicer take or fail to take any action (whether or not authorized hereunder)
as to which the Trustee or the Master Servicer has advised it in writing that it
has received an Opinion of Counsel to the effect that an Adverse REMIC Event
could occur with respect to such action. In addition, prior to taking any action
with respect to the REMIC or the assets of the REMIC, or causing the REMIC to
take any action, which is not contemplated under the terms of this Agreement,
the Master Servicer or the Servicer will consult with the Trustee or its
designee, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with respect to the Trust Fund, and neither the Master
Servicer nor the Servicer shall take any such action or cause the Trust Fund to
take any such action as to which the Trustee has advised it in writing that an
Adverse REMIC Event could occur. The Trustee may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to
take the action not permitted by this Agreement, but in no event shall such cost
be an expense of the Trustee. At all times as may be required by the Code, the
Trustee will ensure that substantially all of the assets of the REMIC created
hereunder will
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consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited
transactions" of the REMIC created hereunder as defined in Section 860F(a)(2) of
the Code, on the "net income from foreclosure property" of the REMIC as defined
in Section 860G(c) of the Code, on any contributions to the REMIC after the
Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax
is imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Trustee pursuant to Section 10.03 hereof,
if such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article X, (ii) to the Master Servicer or Servicer
pursuant to Section 10.03 hereof, if such tax arises out of or results from a
breach by the Master Servicer or Servicer of any of its obligations under
Article III or this Article X, or otherwise and (iii) against amounts on deposit
in the Certificate Account and shall be paid by withdrawal therefrom to the
extent not required to be paid by the Master Servicer, the Servicer or the
Trustee pursuant to another provision of this Agreement.
(h) The Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to the REMIC on a calendar
year and on an accrual basis.
(i) Following the Startup Day, the Trustee shall not accept
any contributions of assets to the REMIC other than in connection with any
Qualified Substitute Mortgage Loan delivered in accordance with Section 2.04
unless it shall have received an Opinion of Counsel to the effect that the
inclusion of such assets in the REMIC will not cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding or subject
the REMIC to any tax under the REMIC Provisions or other applicable provisions
of federal, state and local law or ordinances.
(j) None of the Trustee, the Master Servicer or the Servicer
shall enter into any arrangement by which the REMIC will receive a fee or other
compensation for services nor permit the REMIC to receive any income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.
SECTION 10.02. Prohibited Transactions and Activities.
None of the Depositor, the Master Servicer, the Servicer or
the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans
(except in connection with (i) the foreclosure of a Mortgage Loan, including but
not limited to, the acquisition or sale of a Mortgaged Property acquired by deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of the REMIC pursuant to Article IX of this Agreement, (iv) a
substitution
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pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans
pursuant to Article II or III of this Agreement), nor acquire any assets for the
Trust Fund (other than REO Property acquired in respect of a Defaulted Mortgage
Loan), nor sell or dispose of any investments in the Custodial Account or the
Certificate Account for gain, nor accept any contributions to the REMIC after
the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in
accordance with Section 2.03), unless it has received an Opinion of Counsel,
addressed to the Trustee (at the expense of the party seeking to cause such
sale, disposition, substitution, acquisition or contribution but in no event at
the expense of the Trustee) that such sale, disposition, substitution,
acquisition or contribution will not (a) affect adversely the status of the
Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on
"prohibited transactions" or "contributions" pursuant to the REMIC Provisions.
SECTION 10.03. Master Servicer, Servicer and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the
Depositor, the Servicer and the Master Servicer for any taxes and costs
including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Depositor, the Servicer or the Master Servicer,
as a result of a breach of the Trustee's covenants set forth in this Article X.
(b) The Master Servicer agrees to indemnify the Trust Fund,
the Depositor, the Servicer and the Trustee for any taxes and costs including,
without limitation, any reasonable attorneys' fees imposed on or incurred by the
Trust Fund, the Depositor, the Servicer or the Trustee, as a result of a breach
of the Master Servicer's covenants set forth in Article III or this Article X,
in each case with respect to compliance with the REMIC Provisions.
(c) The Servicer agrees to indemnify the Trust Fund, the
Depositor, the Master Servicer and the Trustee for any taxes and costs
including, without limitation, any reasonable attorneys' fees imposed on or
incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee,
as a result of a breach of the Servicer's covenants set forth in Article III or
this Article X, in each case with respect to compliance with the REMIC
Provisions.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment.
This Agreement may be amended from time to time by the
Depositor, the Master Servicer, the Servicer and the Trustee, without the
consent of any of the Certificateholders, (i) to cure any ambiguity, (ii) to
correct or supplement any provisions herein which may be defective or
inconsistent with any other provisions herein or to correct any error, (iii) to
amend this Agreement in any respect subject to the provisions in clauses (A) and
(B) below, or (iv) if such amendment, as evidenced by an Opinion of Counsel
(provided by the Person requesting such amendment) delivered to the Trustee, is
reasonably necessary to comply with any requirements imposed by the Code or any
successor or amendatory statute or any temporary or final regulation, revenue
ruling, revenue procedure or other written official announcement or
interpretation relating to federal income tax laws or any proposed such action
which, if made effective, would apply retroactively to the Trust Fund at least
from the effective date of such amendment; provided that such action (except any
amendment described in (iv) above) shall not adversely affect in any material
respect the interests of any Certificateholder (other than Certificateholders
who shall consent to such amendment), as evidenced by (A) an Opinion of Counsel
(provided by the Person requesting such amendment) delivered to the Trustee, and
(B) a letter from each Rating Agency, confirming that such amendment shall not
cause it to lower its rating on any of the Certificates.
This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Servicer and the Trustee and Holders of
Certificates entitled to at least 66- 2/3% of the Voting Rights for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders of Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments received on
Mortgage Loans which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) adversely affect in any
material respect the interests of the Holders of any Class of Certificates in a
manner other than as described in (i), without the consent of the Holders of
Certificates of such Class evidencing at least 66-2/3% of the Voting Rights of
such Class, or (iii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the consent of
the Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Seller, the Servicer or the Master Servicer or any affiliate thereof shall
be entitled to Voting Rights with respect to matters described in (i), (ii) and
(iii) of this paragraph.
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Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (provided by the Person requesting
such amendment) to the effect that such amendment will not result in the
imposition of any tax on the Trust Fund pursuant to the REMIC Provisions or
cause the Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding.
Promptly after the execution of any such amendment the Trustee
shall furnish a copy of such amendment or a written statement describing the
amendment to each Certificateholder, with a copy to the Rating Agencies.
It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
Prior to executing any amendment pursuant to this Section, the
Trustee shall be entitled to receive an Opinion of Counsel (provided by the
Person requesting such amendment) to the effect that such amendment is
authorized or permitted by this Agreement. The cost of an Opinion of Counsel
delivered pursuant to this Section 11.01 shall be an expense of the party
requesting such amendment, but in any case shall not be an expense of the
Trustee.
The Trustee may, but shall not be obligated to enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.
SECTION 11.02. Recordation of Agreement; Counterparts.
To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Certificateholders, but
only upon direction of the Trustee accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
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SECTION 11.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a notice of an Event of
Default, or of a default by the Depositor or the Trustee in the performance of
any obligation hereunder, and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of Certificates entitled to at least 51%
of the Voting Rights shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates shall have any right in any
manner whatever by virtue of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein
provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section, each and every Certificateholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.
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SECTION 11.04. Governing Law.
This Agreement and the Certificates shall be construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall
be determined in accordance with such laws.
SECTION 11.05. Notices.
All demands, notices and direction hereunder shall be in
writing and shall be deemed effective upon receipt when delivered to (a) in the
case of the Depositor, 245 Park Avenue, New York, New York, 10167, Attention:
Vice President-Servicing with a copy to Joseph T. Jurkowski, Esq. at the same
address, or such other address as may hereafter be furnished to the other
parties hereto in writing; (b) in the case of the Master Servicer, Norwest Bank
Minnesota, National Association, 11000 Broken Lane Parkway, Columbia, Maryland,
21044, Attn: Master Servicing Department (SAMI 1998-11) or such other address as
may hereafter be furnished to other parties in writing); (c) in the case of the
Trustee, at its Corporate Trust Office, or such other address as may hereafter
be furnished to the other parties hereto in writing; (d) in the case of the
Servicer, 1633 Bayshore Highway, Suite 155, Burlingame, CA 94010, Attention:
Thomas Jeter, or such other address as may hereafter be furnished to the other
parties hereto in writing; or (e) in the case of the Rating Agencies, Standard &
Poor's Rating Services, a Division of the McGraw-Hill Companies, Inc., 25
Broadway, New York, New York 10004 Attention: Residential Mortgage Surveillance
Group and Fitch IBCA, Inc. One State Street Plaza, New York, New York, 10004,
Attention of Residential Mortgage Department. Any notice required or permitted
to be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
SECTION 11.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of
the other provisions of this Agreement, of the Certificates.
SECTION 11.07. Successors and Assigns; Third Party
Beneficiary.
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The provisions of this Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto, and all such provisions shall inure to
the benefit of the Trustee and the Certificateholders.
SECTION 11.08. Article and Section Headings.
The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.
SECTION 11.09. Notice to Rating Agencies.
The Trustee shall use its best efforts to promptly provide
notice to each Rating Agency referred to below with respect to each of the
following of which it has actual knowledge:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Event of Default that has not been
cured;
3. The resignation or termination of the Servicer, Master
Servicer or the Trustee;
4. The repurchase or substitution of Mortgage Loans pursuant
to Section 2.03;
5. The final payment to Certificateholders; and
6. Any change in the location of the Custodial Account or the
Certificate Account.
In addition, the Trustee and the Master Servicer shall
promptly furnish to the Rating Agency copies of the following:
1. Each report to Certificateholders described in Section
4.02; and
2. Each annual independent public accountants' servicing
report received as described in Section 3.19.
Any such notice pursuant to this Section 11.09 shall be in
writing and shall be deemed to have been duly given if personally delivered or
mailed by first class mail, postage prepaid, or by express delivery service to
(i) in the case of Fitch, One State Street Plaza, New York, New York 10004,
Attention of Asset Backed Surveillance Department, (ii) in the case of Standard
& Poor's, 26 Broadway, 15th Floor, New York, New York 10004 or, in each case,
such other address as either such Rating Agency may designate in writing to the
parties thereto.
<PAGE>
-125-
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
Servicer and the Trustee have caused their names to be signed hereto by their
respective officers thereunto duly authorized all as of the day and year first
above written.
STRUCTURED ASSET MORTGAGE
INVESTMENTS INC.,
Depositor
By: /s/ Mary Haggerty
--------------------------------------
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION,
Master Servicer
By: /s/ Peter Masterman
--------------------------------------
PROVIDENT FUNDING ASSOCIATES, L.P.,
Servicer
By: Provident Funding Group, Inc.
Its General Partner
By: /s/ Mark E. Lefanowicz
--------------------------------------
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
By: /s/ R. Tarnas
--------------------------------------
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of November, 1998 before me, a notary public
in and for said State, personally appeared _______________________, known to me
to be the _______________________ of Structured Asset Mortgage Investments Inc.,
the corporation that executed the within instrument, and also known to me to be
the person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
____________________________
Notary Public
[Notarial Seal]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of November, 1998 before me, a notary public
in and for said State, personally appeared _______________________, known to me
to be the _______________________ of Provident Funding Group, Inc. the general
partner of Provident Funding Associates, L.P., the limited partnership that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
____________________________
Notary Public
[Notarial Seal]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of November, 1998 before me, a notary public
in and for said State, personally appeared _________________________________,
known to me to be the of Norwest Bank Minnesota, National Association, and also
known to me to be the person who executed the within instrument as a duly
authorized officer of said corporation on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
____________________________
Notary Public
[Notarial Seal]
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of November, 1998, before me, a notary public
in and for said State, personally appeared _________________, known to me to be
a _____________ of The First National Bank of Chicago, 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
[Notarial Seal]
<PAGE>
EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE
PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES
OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS NOVEMBER 30, 1998.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______ PER $1,000
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED USING THE APPROXIMATE METHOD.
NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY
OF THE PASS-THROUGH RATE.]
A-1-1
<PAGE>
Certificate No. 1 ___% Pass-Through Rate
Class A-__ Senior
Date of Pooling and Servicing
Agreement and Cut-off Date:
November 1, 1998
First Distribution Date: Aggregate Initial Certificate Principal
December 28, 1998 Balance of this Certificate as of the
Cut-off Date: $_____________
Master Servicer: Initial Certificate Principal Balance of
Norwest Bank Minnesota, N.A. this Certificate as of the Cut-off Date:
$_________________
Servicer:
Provident Funding Associates, L.P. CUSIP 86358H _____
Assumed Final
Distribution Date:
January 25, 2029
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-11
evidencing a percentage interest in the distributions allocable to the
Class A-__ Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate mortgage loans sold by STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Structured
Asset Mortgage Investments Inc., the Master Servicer, the Servicer or the
Trustee referred to below or any of their affiliates or any other person.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed or
insured by any governmental entity or by Structured Asset Mortgage Investments
Inc., the Master Servicer, the Servicer or the Trustee or any of their
affiliates or any other person. None of Structured Asset Mortgage Investments
Inc., the Master Servicer, the Servicer or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that _______________ is the registered owner of
the Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
generally consisting of thirty year, first lien, fixed rate mortgages secured by
one- to four- family residences and individual condominium units (collectively,
the "Mortgage Loans") sold by Structured Asset Mortgage Investments Inc.
("SAMI"). The Mortgage Loans were sold by Provident Funding Associates, L.P.
("Provident") to SAMI.
A-1-2
<PAGE>
Norwest Bank Minnesota, National Association ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below) and Provident will act
as servicer of the Mortgage Loans (the "Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement"), between SAMI, as depositor (the
"Depositor"), Norwest, as master servicer, Provident, as servicer, and The First
National Bank of Chicago, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to
them 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 its acceptance hereof assents and by which such
Holder is bound.
[Interest on this Certificate will accrue during the month
prior to the month in which a Distribution Date (as hereinafter defined) occurs
on the Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above.] The Trustee will distribute on the 25th day
of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day (or if such last
day is not a Business Day, the Business Day immediately preceding such last day)
of the calendar month preceding the month of such Distribution Date, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount (of [interest and] [principal], if any) required to be
distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the first anniversary of the
Distribution Date immediately following the latest scheduled maturity date of
any Mortgage Loan and is not likely to be the date on which the Certificate
Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee
by check mailed to the address of the Person entitled thereto as such name and
address shall appear on the Certificate Register or, if such Person so requests
by notifying the Trustee in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose and designated in such notice. The
Initial Certificate Principal Balance of this Certificate is set forth above.
The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto.
This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates"),
issued in twenty-seven Classes. The Certificates, in the aggregate, evidence the
entire beneficial ownership interest in the Trust Fund formed pursuant to the
Agreement.
The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
the Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
A-1-3
<PAGE>
This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the Depositor and the Trustee with the consent of
the Holders of Certificates evidencing Percentage Interests aggregating not less
than 66- 2/3% (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Percentage Interests thereof). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Trustee upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee for such purposes, 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
in authorized denominations representing a like aggregate Percentage Interest
will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates
without coupons in the Classes and denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
this Certificate is exchangeable for one or more new Certificates evidencing the
same Class and in the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for
any such registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Servicer, the Trustee and any
agent of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of Depositor, the
Master Servicer, the Servicer, the Trustee or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligations to make payments to
Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the later of the (A) final payment or other
liquidation (or Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and (B) disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan and the
remittance of all funds due under the Agreement, or (ii) the optional repurchase
by the party named in the Agreement of all the Mortgage Loans and other assets
of the Trust Fund in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the Distribution Date on which the
aggregate unpaid principal balance of the Mortgage Loans is less than the
percentage of the aggregate Stated Principal Balance specified in the Agreement
of the Mortgage Loans at the Cut-off Date. The exercise of such right will
effect the early
A-1-4
<PAGE>
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the expiration of 21 years after the
death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.
A-1-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: November 30, 1998 THE FIRST NATIONAL BANK OF CHICAGO
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO
Authorized signatory of The First
National Bank of Chicago, not in its
individual capacity but solely as Trustee
By:________________________________________
Authorized Signatory
A-1-6
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto (Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest evidenced by the within
Mortgage Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:______________________________
________________________________________________________________________________
________________________________________________________________________________
Dated: ________________________________________________________________
Signature by or on behalf of assignor
___________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
for the account of _______________________________ account number __________,
or, if mailed by check, to _________________________________________. Applicable
statements should be mailed to ________________________________________________.
This information is provided by ______________________, the
assignee named above, or ____________________________, as its agent.
A-1-7
<PAGE>
EXHIBIT A-2
FORM OF CLASS X AND CLASS PO CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THE [CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT] OF THIS
CERTIFICATE WILL BE DECREASED BY [THE PRINCIPAL PAYMENTS HEREON] [TO THE EXTENT
OF PRINCIPAL DISTRIBUTIONS ON THE PREMIUM MORTGAGE LOANS] AND REALIZED LOSSES
ALLOCATED HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE [CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT] OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS [CERTIFICATE PRINCIPAL BALANCE]
[NOTIONAL AMOUNT] BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY
BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, UNLESS THE PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE
SERVICING, MANAGEMENT AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT
RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR
CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60,
PTE 96-23 OR SECTION 401(C) OF ERISA AND THE REGULATIONS TO BE PROMULGATED
THEREUNDER AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE
PART OF THE DEPOSITOR, THE MASTER SERVICER, THE SERVICER OR THE TRUSTEE, WHICH
WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE AND WILL BE
EVIDENCED BY A REPRESENTATION OR AN OPINION OF COUNSEL TO SUCH EFFECT BY OR ON
BEHALF OF A HOLDER OF A DEFINITIVE CERTIFICATE.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES
OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS NOVEMBER 30, 1998.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED
A-2-1
<PAGE>
IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH RATE EQUAL
TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE
THAN $_____ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE
YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $_______ PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS
MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE
PASS-THROUGH RATE.
A-2-2
<PAGE>
Certificate No. 1 [0.00%][Variable] Pass-Through Rate
Class [X][PO] Senior
Date of Pooling and Servicing
Agreement and Cut-off Date:
November 1, 1998
First Distribution Date: Aggregate Initial [Certificate Principal
December 28, 1998 Balance][Notional Amount] of this
Certificate as of the Cut-off Date:
$_________________
Initial [Certificate Principal Balance]
[Notional Amount] of this Certificate as of
the Cut-off Date: $_____________
Master Servicer:
Norwest Bank Minnesota, N.A.
Servicer:
Provident Funding Associates, L.P. CUSIP 86358H _____
Assumed Final
Distribution Date:
January 25, 2029
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-11
evidencing a percentage interest in the distributions allocable to the
Class [X][PO] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate mortgage loans sold by STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Structured
Asset Mortgage Investments Inc., the Master Servicer, the Servicer or the
Trustee referred to below or any of their affiliates or any other person.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed or
insured by any governmental entity or by Structured Asset Mortgage Investments
Inc., the Master Servicer, the Servicer or the Trustee or any of their
affiliates or any other person. None of Structured Asset Mortgage Investments
Inc., the Master Servicer, the Servicer or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that ____________________ is the registered
owner of the Percentage Interest evidenced hereby in the beneficial ownership
interest of Certificates of the same Class as this Certificate in a trust (the
"Trust Fund") generally consisting of thirty year, first lien, fixed rate
A-2-3
<PAGE>
mortgages secured by one- to four- family residences and individual condominium
units (collectively, the "Mortgage Loans") sold by Structured Asset Mortgage
Investments Inc. ("SAMI"). The Mortgage Loans were sold by Provident Funding
Associates, L.P. ("Provident") to SAMI. Norwest Bank Minnesota, National
Association ("Norwest") will act as master servicer of the Mortgage Loans (the
"Master Servicer," which term includes any successors thereto under the
Agreement referred to below) and Provident will act as servicer of the Mortgage
Loans (the "Servicer," which term includes any successors thereto under the
Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement"), between SAMI, as depositor (the "Depositor"), Norwest, as master
servicer, Provident, as servicer, and The First National Bank of Chicago, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them 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 its acceptance hereof assents and by which such Holder is bound.
[Interest on this Certificate will accrue during the month
prior to the month in which a Distribution Date (as hereinafter defined) occurs
on the Notional Amount (equal to the aggregate Stated Principal Balance of the
Premium Mortgage Loans) at a variable Pass-Through Rate equal to the Pool Strip
Rates of the Premium Mortgage Loans. The Trustee will distribute on the 25th day
of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day (or if such last
day is not a Business Day, the Business Day immediately preceding such last day)
of the calendar month preceding the month of such Distribution Date, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount (of [interest and] [principal], if any) required to be
distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the first anniversary of the
Distribution Date immediately following the latest scheduled maturity date of
any Mortgage Loan and is not likely to be the date on which the [Certificate
Principal Balance][Notional Amount] of this Class of Certificates will be
reduced to zero. The Initial [Certificate Principal Balance] [Notional Amount]
of this Certificate is set forth above. The [Certificate Principal Balance]
[Notional Amount] hereof will be reduced to the extent of distributions
allocable to principal hereon [on the Premium Mortgage Loans] and any Realized
Losses allocable hereto.
Distributions on this Certificate will be made by the Trustee
by check mailed to the address of the Person entitled thereto as such name and
address shall appear on the Certificate Register or, if such Person so requests
by notifying the Trustee in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose and designated in such notice.
This Certificate may not be acquired directly or indirectly
by, or on behalf of, an employee benefit plan or other retirement arrangement
which is subject to Title I of the Employee Retirement Income Security Act of
1974, as amended, and/or section 4975 of the Internal Revenue
A-2-4
<PAGE>
Code of 1986, as amended, unless the proposed transfer and/or holding of a
Certificate and the servicing, management and/or operation of the trust and its
assets: (i) will not result in any prohibited transaction which is not covered
under an individual or class prohibited transaction exemption, including, but
not limited to, Prohibited Transaction Exemption ("PTE") 84-14, PTE 91-38, PTE
90-1, PTE 95-60, PTE 96-23 or Section 401(c) of ERISA and the regulations
promulgated thereunder and (ii) will not give rise to any additional fiduciary
duties on the part of the Depositor, the Master Servicer or the Trustee, which
will be deemed represented by an owner of a Book-Entry Certificate and will be
evidenced by a representation or an Opinion of Counsel to such effect by or on
behalf of a Holder of a Definitive Certificate.
This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates"),
issued in twenty-seven Classes. The Certificates, in the aggregate, evidence the
entire beneficial ownership interest in the Trust Fund formed pursuant to the
Agreement.
The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
the Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the Depositor and the Trustee with the consent of
the Holders of Certificates evidencing Percentage Interests aggregating not less
than 66- 2/3% (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Percentage Interests thereof). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Trustee upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee for such purposes, 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
in authorized denominations representing a like aggregate Percentage Interest
will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates
without coupons in the Classes and denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
this Certificate is exchangeable for one or more new
A-2-5
<PAGE>
Certificates evidencing the same Class and in the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for
any such registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Servicer, the Trustee and any
agent of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of Depositor, the
Master Servicer, the Servicer, the Trustee or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligations to make payments to
Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the later of the (A) final payment or other
liquidation (or Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and (B) disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan and the
remittance of all funds due under the Agreement, or (ii) the optional repurchase
by the party named in the Agreement of all the Mortgage Loans and other assets
of the Trust Fund in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the Distribution Date on which the
aggregate unpaid principal balance of the Mortgage Loans is less than the
percentage of the aggregate Stated Principal Balance specified in the Agreement
of the Mortgage Loans at the Cut-off Date. The exercise of such right will
effect the early retirement of the Certificates. In no event, however, will the
Trust Fund created by the Agreement continue beyond the expiration of 21 years
after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.
A-2-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: November 30, 1998 THE FIRST NATIONAL BANK OF CHICAGO
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class [X][PO] Certificates referred to in
the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO
Authorized signatory of The First
National Bank of Chicago, not in its
individual capacity but solely as Trustee
By:________________________________________
Authorized Signatory
A-2-7
<PAGE>
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto (Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest evidenced by the within
Mortgage Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:______________________________
________________________________________________________________________________
________________________________________________________________________________
Dated: ________________________________________________________________
Signature by or on behalf of assignor
___________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
for the account of _______________________________ account number __________,
or, if mailed by check, to _________________________________________. Applicable
statements should be mailed to ________________________________________________.
This information is provided by ______________________, the
assignee named above, or ____________________________, as its agent.
A-2-8
<PAGE>
EXHIBIT A-3
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED STATES PERSON, A PUBLICLY TRADED PARTNERSHIP OR A DISQUALIFIED
ORGANIZATION (AS DEFINED BELOW).
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 (THE "CODE").
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY
BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, UNLESS THE PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE
SERVICING, MANAGEMENT AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT
RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR
CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60,
PTE 96-23 OR SECTION 401(C) OF ERISA AND THE REGULATIONS TO BE PROMULGATED
THEREUNDER AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE
PART OF THE DEPOSITOR, THE MASTER SERVICER, THE SERVICER OR THE TRUSTEE, WHICH
WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE AND WILL BE
EVIDENCED BY A REPRESENTATION OR AN OPINION OF COUNSEL TO SUCH EFFECT BY OR ON
BEHALF OF A HOLDER OF A DEFINITIVE CERTIFICATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A
A-3-1
<PAGE>
DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
A-3-2
<PAGE>
Certificate No. 1 ___% Pass-Through Rate
Class R Senior
Date of Pooling and Servicing
Agreement and Cut-off Date:
November 1, 1998
First Distribution Date:
December 28, 1998 Aggregate Initial Certificate Principal
Balance of this Certificate as of the
Cut-off Date: $______________
Master Servicer:
Norwest Bank Minnesota, N.A. Initial Certificate Principal Balance
of this Certificate as of the Cut-off
Date: $100.00
Servicer:
Provident Funding Associates, L.P. CUSIP 86358H _____
Assumed Final Distribution Date:
January 25, 2029
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-11
evidencing a percentage interest in the distributions allocable to the
Class R-__ Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate mortgage loans sold by STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Structured
Asset Mortgage Investments Inc., the Master Servicer, the Servicer or the
Trustee referred to below or any of their affiliates or any other person.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed or
insured by any governmental entity or by Structured Asset Mortgage Investments
Inc., the Master Servicer, the Servicer or the Trustee or any of their
affiliates or any other person. None of Structured Asset Mortgage Investments
Inc., the Master Servicer, the Servicer or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that _________________ is the registered owner
of the Percentage Interest evidenced hereby in the beneficial ownership interest
of Certificates of the same Class as this Certificate in a trust (the "Trust
Fund") generally consisting of thirty year, first lien, fixed rate mortgages
secured by one- to four- family residences and individual condominium units
(collectively, the "Mortgage Loans") sold by Structured Asset Mortgage
Investments Inc. ("SAMI"). The Mortgage Loans were sold by Provident Funding
Associates, L.P. ("Provident") to SAMI.
A-3-3
<PAGE>
Norwest Bank Minnesota, National Association ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below) and Provident will act
as servicer of the Mortgage Loans (the "Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cutoff
Date specified above (the "Agreement"), between SAMI, as depositor (the
"Depositor"), Norwest, as master servicer, Provident, as servicer and The First
National Bank of Chicago, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to
them 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 its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the month
prior to the month in which a Distribution Date (as hereinafter defined) occurs
on the Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. The Trustee will distribute on the 25th day
of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day (or if such last
day is not a Business Day, the Business Day immediately preceding such last day)
of the calendar month preceding the month of such Distribution Date, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount (interest and principal, if any) required to be distributed to
the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the first anniversary of the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan
and is not likely to be the date on which the Certificate Principal Balance of
this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee
by check mailed to the address of the Person entitled thereto as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose and designated in such notice. The Initial Certificate
Principal Balance of this Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent of distributions
allocable to principal hereon and any Realized Losses allocable hereto.
Each Holder of this Certificate will be deemed to have agreed
to be bound by the restrictions set forth in the Agreement to the effect that
(i) each person holding or acquiring any Ownership Interest in this Certificate
must be a United States Person and a Permitted Transferee, (ii) the transfer of
any Ownership Interest in this Certificate will be conditioned upon the delivery
to the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then
A-3-4
<PAGE>
the Depositor will have the right, in its sole discretion and without notice to
the Holder of this Certificate, to sell this Certificate to a purchaser selected
by the Company, which purchaser may be the Depositor, or any affiliate of the
Depositor, on such terms and conditions as the Depositor
may choose.
This Certificate may not be acquired directly or indirectly
by, or on behalf of, an employee benefit plan or other retirement arrangement
which is subject to Title I of the Employee Retirement Income Security Act of
1974, as amended, and/or section 4975 of the Internal Revenue Code of 1986, as
amended, unless the proposed transfer and/or holding of a Certificate and the
servicing, management and/or operation of the trust and its assets: (i) will not
result in any prohibited transaction which is not covered under an individual or
class prohibited transaction exemption, including, but not limited to,
Prohibited Transaction Exemption ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60,
PTE 96-23 or Section 401(c) of ERISA and the regulations promulgated thereunder
and (ii) will not give rise to any additional fiduciary duties on the part of
the Depositor, the Master Servicer or the Trustee, which will be deemed
represented by an owner of a Book-Entry Certificate and will be evidenced by a
representation or an Opinion of Counsel to such effect by or on behalf of a
Holder of a Definitive Certificate.
This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates"),
issued in twenty-seven Classes. The Certificates, in the aggregate, evidence the
entire beneficial ownership interest in the Trust Fund formed pursuant to the
Agreement.
The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
the Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the Depositor and the Trustee with the consent of
the Holders of Certificates evidencing Percentage Interests aggregating not less
than
66-
2/3% (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Percentage Interests thereof). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Trustee upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee
A-3-5
<PAGE>
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates
without coupons in the Classes and denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
this Certificate is exchangeable for one or more new Certificates evidencing the
same Class and in the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for
any such registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Servicer, the Trustee and any
agent of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Servicer, the Trustee or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligations to make payments to
Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the later of the (A) final payment or other
liquidation (or Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and (B) disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan and the
remittance of all funds due under the Agreement, or (ii) the optional repurchase
by the party named in the Agreement of all the Mortgage Loans and other assets
of the Trust Fund in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the Distribution Date on which the
aggregate unpaid principal balance of the Mortgage Loans is less than the
percentage of the aggregate Stated Principal Balance specified in the Agreement
of the Mortgage Loans at the Cut-off Date. The exercise of such right will
effect the early retirement of the Certificates. In no event, however, will the
Trust Fund created by the Agreement continue beyond the expiration of 21 years
after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.
A-3-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: November 30, 1998 THE FIRST NATIONAL BANK OF CHICAGO
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO
Authorized signatory of The First
National Bank of Chicago, not in its
individual capacity but solely as Trustee
By:________________________________________
Authorized Signatory
A-3-7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto (Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest evidenced by the within
Mortgage Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:______________________________
________________________________________________________________________________
________________________________________________________________________________
Dated: ________________________________________________________________
Signature by or on behalf of assignor
___________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
for the account of _______________________________ account number __________,
or, if mailed by check, to _________________________________________. Applicable
statements should be mailed to ________________________________________________.
This information is provided by ______________________, the
assignee named above, or ____________________________, as its agent.
A-3-8
<PAGE>
EXHIBIT B-1
FORM OF CLASS B CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND ANY REALIZED LOSSES ALLOCABLE
HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE
DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO
SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT
FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.]
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY
BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, UNLESS THE PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE
SERVICING, MANAGEMENT AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT
RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT
B-1-1
<PAGE>
COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION,
INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14,
PTE 91-38, PTE 90-1, PTE 95-60, PTE 96-23 OR SECTION 401(C) OF ERISA AND THE
REGULATIONS TO BE PROMULGATED THEREUNDER AND (II) WILL NOT GIVE RISE TO ANY
ADDITIONAL FIDUCIARY DUTIES ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER,
THE SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A
BOOK-ENTRY CERTIFICATE AND WILL BE EVIDENCED BY A REPRESENTATION OR AN OPINION
OF COUNSEL TO SUCH EFFECT BY OR ON BEHALF OF A HOLDER OF A DEFINITIVE
CERTIFICATE.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES
OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS NOVEMBER 30, 1998.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______ PER $1,000
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED USING THE APPROXIMATE METHOD.
NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY
OF THE PASS-THROUGH RATE.]
B-1-2
<PAGE>
Certificate No. 1 ___% Pass-Through Rate
Class B-__
Date of Pooling and Servicing
Agreement and Cut-off Date:
November 1, 1998
First Distribution Date: Aggregate Initial Certificate Principal
December 28, 1998 Balance of this Certificate as of the
Cut-off Date: $_________________
Master Servicer: Initial Certificate Principal Balance of
Norwest Bank Minnesota, N.A. this Certificate as of the Cut-off Date:
$_____________
Servicer:
Provident Funding Associates, L.P. CUSIP 86358H _____
Assumed Final
Distribution Date:
January 25, 2029
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-11
evidencing a percentage interest in the distributions allocable to the
Class B-__ Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate mortgage loans sold by STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Structured
Asset Mortgage Investments Inc., the Master Servicer, the Servicer or the
Trustee referred to below or any of their affiliates or any other person.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed or
insured by any governmental entity or by Structured Asset Mortgage Investments
Inc., the Master Servicer, the Servicer or the Trustee or any of their
affiliates or any other person. None of Structured Asset Mortgage Investments
Inc., the Master Servicer, the Servicer or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that _________________ is the registered owner
of the Percentage Interest evidenced hereby in the beneficial ownership interest
of Certificates of the same Class as this Certificate in a trust (the "Trust
Fund") generally consisting of thirty year, first lien, fixed rate mortgages
secured by one- to four- family residences and individual condominium units
(collectively, the "Mortgage Loans") sold by Structured Asset Mortgage
Investments Inc. ("SAMI"). The Mortgage Loans were sold by Provident Funding
Associates, L.P. ("Provident") to SAMI. Norwest Bank
B-1-3
<PAGE>
Minnesota, National Association ("Norwest") will act as master servicer of the
Mortgage Loans (the "Master Servicer," which term includes any successors
thereto under the Agreement referred to below) and Provident will act as
servicer of the Mortgage Loans (the "Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement"), between SAMI, as depositor (the
"Depositor"), Norwest, as master servicer, Provident, as servicer, and The First
National Bank of Chicago, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to
them 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 its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the month
prior to the month in which a Distribution Date (as hereinafter defined) occurs
on the Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. The Trustee will distribute on the 25th day
of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day (or if such last
day is not a Business Day, the Business Day immediately preceding such last day)
of the calendar month preceding the month of such Distribution Date, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount (of interest and principal, if any) required to be distributed to
the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the first anniversary of the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan
and is not likely to be the date on which the Certificate Principal Balance of
this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee
by check mailed to the address of the Person entitled thereto as such name and
address shall appear on the Certificate Register or, if such Person so requests
by notifying the Trustee in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose and designated in such notice. The
Initial Certificate Principal Balance of this Certificate is set forth above.
The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto.
[No transfer of this Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer, the Servicer and the Certificate
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<PAGE>
Registrar acting on behalf of the Trustee against any liability that may result
if the transfer is not so exempt or is not made in accordance with such Federal
and state laws.]
This Certificate may not be acquired directly or indirectly
by, or on behalf of, an employee benefit plan or other retirement arrangement
which is subject to Title I of the Employee Retirement Income Security Act of
1974, as amended, and/or section 4975 of the Internal Revenue Code of 1986, as
amended, unless the proposed transfer and/or holding of a Certificate and the
servicing, management and/or operation of the trust and its assets: (i) will not
result in any prohibited transaction which is not covered under an individual or
class prohibited transaction exemption, including, but not limited to,
Prohibited Transaction Exemption ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60,
PTE 96-23 or Section 401(c) of ERISA and the regulations promulgated thereunder
and (ii) will not give rise to any additional fiduciary duties on the part of
the Depositor, the Master Servicer, the Servicer or the Trustee, which will be
deemed represented by an owner of a Book-Entry Certificate and will be evidenced
by a representation or an Opinion of Counsel to such effect by or on behalf of a
Holder of a Definitive Certificate.
This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates"),
issued in twenty-seven Classes. The Certificates, in the aggregate, evidence the
entire beneficial ownership interest in the Trust Fund formed pursuant to the
Agreement.
The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
the Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the Depositor and the Trustee with the consent of
the Holders of Certificates evidencing Percentage Interests aggregating not less
than 66- 2/3% (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Percentage Interests thereof). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Trustee upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee for such purposes, 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
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<PAGE>
thereupon one or more new Certificates in authorized denominations representing
a like aggregate Percentage Interest will be issued to the designated
transferee.
The Certificates are issuable only as registered Certificates
without coupons in the Classes and denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
this Certificate is exchangeable for one or more new Certificates evidencing the
same Class and in the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for
any such registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Servicer, the Trustee and any
agent of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Servicer, the Trustee or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligations to make payments to
Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the later of the (A) final payment or other
liquidation (or Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and (B) disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan and the
remittance of all funds due under the Agreement, or (ii) the optional repurchase
by the party named in the Agreement of all the Mortgage Loans and other assets
of the Trust Fund in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the Distribution Date on which the
aggregate unpaid principal balance of the Mortgage Loans is less than the
percentage of the aggregate Stated Principal Balance specified in the Agreement
of the Mortgage Loans at the Cut-off Date. The exercise of such right will
effect the early retirement of the Certificates. In no event, however, will the
Trust Fund created by the Agreement continue beyond the expiration of 21 years
after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: November 30, 1998 THE FIRST NATIONAL BANK OF CHICAGO
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO
Authorized signatory of The First
National Bank of Chicago, not in its
individual capacity but solely as Trustee
By:________________________________________
Authorized Signatory
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto (Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest evidenced by the within
Mortgage Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:______________________________
________________________________________________________________________________
________________________________________________________________________________
Dated: ________________________________________________________________
Signature by or on behalf of assignor
___________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
for the account of _______________________________ account number __________,
or, if mailed by check, to _________________________________________. Applicable
statements should be mailed to ________________________________________________.
This information is provided by ______________________, the
assignee named above, or ____________________________, as its agent.
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<PAGE>
EXHIBIT C
FORM OF CUSTODIAL AGREEMENT
---------------------------
THIS CUSTODIAL AGREEMENT (as amended and supplemented from
time to time, the "Agreement"), dated as of November 30, 1998, by and among THE
FIRST NATIONAL BANK OF CHICAGO, as trustee (including its successors under the
Pooling Agreement defined below, the "Trustee"), STRUCTURED ASSET MORTGAGE
INVESTMENTS INC., as company (together with any successor in interest, the
"Company"), NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as master servicer
(together with any successor in interest or successor under the Pooling
Agreement referred to below, the "Master Servicer"), PROVIDENT FUNDING
ASSOCIATES, L.P., as servicer (the "Servicer") and NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as custodian (together with any successor in interest or
any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
- - - - - - - - - - - - - -
WHEREAS, the Company, the Master Servicer, the Servicer and
the Trustee have entered into a Pooling and Servicing Agreement, dated as of
November 1, 1998, relating to the issuance of Structured Asset Mortgage
Investments Inc., Mortgage Pass-Through Certificates, Series 1998-11 (as in
effect on the date of this agreement, the "Original Pooling Agreement," and as
amended and supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the
Trustee for the purposes of receiving and holding certain documents and other
instruments delivered by the Company, the Master Servicer and the Servicer under
the Pooling Agreement, all upon the terms and conditions and subject to the
limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the Trustee, the Company,
the Master Servicer, the Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Original Pooling Agreement,
unless otherwise required by the context herein.
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ARTICLE II
Custody of Mortgage Documents
Section 2.1. CUSTODIAN TO ACT AS AGENT; ACCEPTANCE OF MORTGAGE
FILES. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. RECORDATION OF ASSIGNMENTS. If any Mortgage File
includes one or more assignments of Mortgage to the Trustee that have not been
recorded, each such assignment shall be delivered by the Custodian to the
Company for the purpose of recording it in the appropriate public office for
real property records, and the Company, at no expense to the Custodian, shall
promptly cause to be recorded in the appropriate public office for real property
records each such assignment of Mortgage and, upon receipt thereof from such
public office, shall return each such assignment of Mortgage to the Custodian.
Section 2.3. REVIEW OF MORTGAGE FILES.
(a) On or prior to the Closing Date, the Custodian shall
deliver to the Trustee an Initial Certification in the form annexed hereto as
Exhibit One evidencing receipt of a Mortgage File for each Mortgage Loan listed
on the Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the Closing Date, the Custodian agrees,
for the benefit of Certificateholders, to review, in accordance with the
provisions of Section 2.02 of the Pooling Agreement, each Mortgage File, and
shall deliver to the Trustee an Interim Certification in the form annexed hereto
as Exhibit Two to the effect that all documents required to be delivered
pursuant to Section 2.01 of the Pooling Agreement have been executed and
received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached
to such Interim Certification. Within 45 days of the Closing Date, the Custodian
agrees, for the benefit of Certificateholders, to review, in accordance with the
provisions of Section 2.02 of the Pooling Agreement, each such document, and
shall deliver to the Trustee an Interim Certification in the form attached
hereto as Exhibit Two to the effect that all such documents relate to the
Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. The
Custodian shall be under no duty or obligation to inspect, review or examine
said documents, instruments, certificates or other papers to determine that the
same are genuine, enforceable, or appropriate for the represented purpose or
that they have actually been recorded or that they are other than what they
purport to be on their face. Upon receipt of written notification from the
Master Servicer or the Servicer, signed by a Servicing Officer, that the Master
Servicer or the Servicer, as the case may be, has made a deposit into the
Custodial Account in payment for the purchase of the related Mortgage Loan in an
amount equal to the Purchase Price for such Mortgage Loan, the Custodian shall
release to the Master Servicer or the Servicer the related Mortgage File.
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(c) Upon receipt of all documents required to be in the
Mortgage Files the Custodian shall deliver to the Trustee a Final Certification
in the form annexed hereto as Exhibit Three evidencing the completeness of the
Mortgage Files.
Upon receipt of written request from the Trustee, the
Custodian shall as soon as practicable supply the Trustee with a list of all of
the documents relating to the Mortgage Loans then contained in the Mortgage
Files.
Section 2.4. NOTIFICATION OF BREACHES OF REPRESENTATIONS AND
WARRANTIES. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Servicer or the Company as set forth in the Pooling
Agreement with respect to a Mortgage Loan relating to a Mortgage File, the
Custodian shall give prompt written notice to the Company, the Master Servicer,
the Servicer and the Trustee.
Section 2.5. CUSTODIAN TO COOPERATE; RELEASE OF MORTGAGE
FILES. Upon the repurchase or substitution of any Mortgage Loan pursuant to
Article II of the Pooling Agreement or 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 shall immediately
notify the Custodian by a certification in the form of Exhibit E to the Pooling
Agreement (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 Custodial Account pursuant to Section 3.10 of
the Pooling Agreement have been or will be so deposited) of a Servicing Officer
and shall request delivery to it of the Mortgage File. The Custodian agrees,
upon receipt of such certification and request, promptly to release to the
Servicer the related Mortgage File. The Servicer shall deliver to the Custodian
and the Custodian agrees to accept the Mortgage Note and other documents
constituting the Mortgage File with respect to any Qualified Substitute Mortgage
Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy, the Servicer shall deliver to the Custodian a
certificate in the form of Exhibit E to the Pooling Agreement of a Servicing
Officer requesting that possession of all of the Mortgage File be released to
the Servicer and certifying as to the reason for such release and that such
release will not invalidate any insurance coverage provided in respect of the
Mortgage Loan under any of the Insurance Policies. With such certificate, the
Servicer shall deliver to the Custodian a trust receipt signed by a Servicing
Officer on behalf of the Servicer, and upon receipt of the foregoing, the
Custodian shall deliver the Mortgage File or such document to the Servicer. The
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Custodian when the need therefor by the Servicer no longer
exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Custodial
Account or (ii) 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 Custodian a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Mortgage File
or such document was delivered and the purpose or purposes of such delivery. In
the event of the liquidation of a Mortgage Loan,
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<PAGE>
the Custodian shall deliver the trust receipt with respect thereto to the
Servicer upon deposit of the related Liquidation Proceeds in the Custodial
Account as provided in the Pooling Agreement.
Section 2.6. ASSUMPTION AGREEMENTS. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling Agreement, the Servicer shall notify the
Custodian and the Master Servicer that such assumption or substitution agreement
has been completed by forwarding to the Custodian the original of such
assumption or substitution agreement, which shall be added to the related
Mortgage File and, for all purposes, shall be considered a part of such Mortgage
File to the same extent as all other documents and instruments constituting
parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. CUSTODIAN A BAILEE AND AGENT OF THE TRUSTEE. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or
Mortgage File shall be delivered by the Custodian to the Company, the Servicer
or the Master Servicer or otherwise released from the possession of the
Custodian.
Section 3.2. INDEMNIFICATION. The Servicer hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reason of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Servicer, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3. CUSTODIAN MAY OWN CERTIFICATES. The Custodian in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Custodian.
Section 3.4. MASTER SERVICER TO PAY CUSTODIAN'S FEES AND
EXPENSES. The Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian shall
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<PAGE>
be entitled to, reasonable compensation for all services rendered by it in the
exercise and performance of any of the powers and duties hereunder of the
Custodian, and the Master Servicer will pay or reimburse the Custodian upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Custodian in accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ), except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
Section 3.5. CUSTODIAN MAY RESIGN; TRUSTEE MAY REMOVE
CUSTODIAN. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee
shall either take custody of the Mortgage Files itself and give prompt notice
thereof to the Company, the Master Servicer, the Servicer and the Custodian, or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trustee shall not have taken custody of
the Mortgage Files and no successor Custodian shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time with the
consent of the Master Servicer and the Servicer. In such event, the Trustee
shall appoint, or petition a court of competent jurisdiction to appoint, a
successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Servicer or the Company.
Any resignation or removal of the Custodian and appointment of
a successor Custodian pursuant to any of the provisions of this Section 3.5
shall become effective upon acceptance of appointment by the successor
Custodian. The Trustee shall give prompt notice to the Company, the Master
Servicer and the Servicer of the appointment of any successor Custodian. No
successor Custodian shall be appointed by the Trustee without the prior approval
of the Company, the Master Servicer and the Servicer.
Section 3.6. MERGER OR CONSOLIDATION OF CUSTODIAN. Any Person
into which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. REPRESENTATIONS OF THE CUSTODIAN. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
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<PAGE>
ARTICLE IV
Miscellaneous Provisions
Section 4.1. NOTICES. All notices, requests, consents and
demands and other communications required under this Agreement or pursuant to
any other instrument or document delivered hereunder shall be in writing and,
unless otherwise specifically provided, may be delivered personally, by telegram
or telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. AMENDMENTS. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer, the Servicer nor the Trustee shall enter into any amendment hereof
except as permitted by the Pooling Agreement. The Trustee shall give prompt
notice to the Custodian of any amendment or supplement to the Pooling Agreement
and furnish the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. RECORDATION OF AGREEMENT. To the extent permitted
by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Servicer and at its expense on direction
by the Trustee (pursuant to the request of holders of Certificates evidencing
undivided interests in the aggregate of not less than 25% of the Trust Fund),
but only upon direction accompanied by an Opinion of Counsel reasonably
satisfactory to the Servicer to the effect that the failure to effect such
recordation is likely to materially and adversely affect the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
Section 4.5. SEVERABILITY OF PROVISIONS. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
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<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: THE FIRST NATIONAL BANK OF CHICAGO as
Trustee
One North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Structured Asset Mortgage
Investments Inc. Series
1998-11
By:_____________________________________
Name:
Title:
Address: STRUCTURED ASSET MORTGAGE
INVESTMENTS INC.
245 Park Avenue
New York, New York 10167
By:_____________________________________
Name:
Title:
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as
Master Servicer
11000 Broken Land Parkway
Columbia, Maryland 21044
By:_____________________________________
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Custodian
1015 10th Avenue S.E., MS 0031
Minneapolis, Minnesota 55414
By:_____________________________________
Name:
Title: Trust Officer
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<PAGE>
Address: PROVIDENT FUNDING ASSOCIATES, L.P.
By: Provident Funding Group, Inc.
1633 Bayshore Highway, Suite 155 Its General Partner
Burlingame, California 94010
By:_____________________________________
Name:
Title:
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<PAGE>
STATE OF ILLINOIS )
) ss:
COUNTY OF COOK )
On the 30th day of November, 1998, before me, a notary public
in and for said State, personally appeared ___________________, known to me to
be a _________________ of The First National Bank of Chicago, a national banking
association 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
[SEAL]
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<PAGE>
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the 30th day of November, 1998, before me, a notary public
in and for said State, personally appeared __________________ known to me to be
a Trust Officer of Norwest Bank Minnesota, National Association, a national
banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association,
and acknowledged to me that such national banking association 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
[SEAL]
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<PAGE>
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 30th day of November, 1998, before me, a notary public
in and for said State, personally appeared _____________, known to me to be a
___________of Structured Asset Mortgage Investments Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
____________________________________
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 30th day of November, 1998, before me, a notary public
in and for said State, personally appeared ______________, known to me to be a
__________of Norwest Bank Minnesota, National Association, one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
____________________________________
Notary Public
[Notarial Seal]
C-11
<PAGE>
STATE OF CALIFORNIA )
) ss:
COUNTY OF ___________ )
On the 30th day of November, 1998, before me, a notary public
in and for said State, personally appeared __________________ known to me to be
a ________________ of Provident Funding Group, Inc., the general partner of
Provident Funding Associates, L.P., a California limited partnership that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said California limited partnership, and acknowledged
to me that such California limited partnership 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
[SEAL]
C-12
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
November 30, 1998
The First National Bank of Chicago
One North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Structured Asset Mortgage Investments Inc., Series 1998-11
Re: Custodial Agreement, dated as of November 30, 1998, by and among The
First National Bank of Chicago, Structured Asset Mortgage Investments
Inc., Provident Funding Associates, L.P. and Norwest Bank Minnesota,
National Association, Mortgage Pass-through Certificates, Series 1998-11
------------------------------------------------------------------------
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note) to the extent required in Section
2.01 of the Pooling Agreement with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:__________________________
Name:________________________
Title:_______________________
C-13
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
November __, 1998
The First National Bank of Chicago
One North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Structured Asset Mortgage Investments Inc., Series 1998-11
Re: Custodial Agreement, dated as of November 30, 1998, by and among The
First National Bank of Chicago, Structured Asset Mortgage
Investments Inc., Provident Funding Associates, L.P. and Norwest
Bank Minnesota, National Association, Mortgage Pass-through
Certificates, Series 1998-11
--------------------------------------------------------------------
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File to the extent required pursuant to Section 2.01 of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents related to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:_________________________
Name:_______________________
Title:______________________
C-14
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
November __, 1998
The First National Bank of Chicago
One North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Structured Asset Mortgage Investments Inc., Series 1998-11
Re: Custodial Agreement, dated as of November 30, 1998, by and among The
First National Bank of Chicago, Structured Asset Mortgage Investments
Inc., Provident Funding Associates, L.P. and Norwest Bank Minnesota,
National Association, Mortgage Pass-through Certificates, Series 1998-11
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule containing with respect to each such Mortgage Loan:
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee
or an original lost note affidavit from the related Seller stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the public
recording office in which such mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee
with evidence of recording indicated thereon or a copy of such
assignment certified by the public recording office in which such
assignment has been recorded;
(iv) With respect to each Mortgage Loan, the original recorded
assignment or assignments of the Mortgage showing an unbroken chain of
title from the originator thereof to the Person assigning it to the
Trustee or a copy of such assignment or assignments of the
C-15
<PAGE>
Mortgage certified by the public recording office in which such
assignment or assignments have been recorded; and
(v) The original of each modification, assumption, extension
or guaranty agreement, if any, relating to such Mortgage Loan or a copy
of each modification, assumption, extension or guaranty agreement
certified by the public recording office in which such document has
been recorded.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:___________________________________
Name:_________________________________
Title:________________________________
C-16
<PAGE>
EXHIBIT D
Remittance Report
D-1
<PAGE>
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
TO: Norwest Bank Minnesota, N.A.
1015 10th Avenue S.E.
Minneapolis, MN 55414-0031
Re: Custodial Agreement dated as of November 30, 1998, among Structured
Asset Mortgage Investments Inc., as Company, Norwest Bank Minnesota,
N.A., as Master Servicer, Provident Funding Associates, L.P., as
Servicer, The First National Bank of Chicago, as Trustee and Norwest
Bank Minnesota, N.A., as Custodian
In connection with the administration of the Mortgage Loans held by you
as Custodian for the Owner pursuant to the above-captioned Custodial Agreement,
we request the release, and hereby acknowledge receipt, of the Custodian's
Mortgage File for the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
- --------------------
Mortgagor Name, Address & Zip Code:
- ----------------------------------
Reason For Requesting Documents: (Check One)
- -------------------------------
_____ 1. Mortgage Paid in Full
_____ 2. Foreclosure
_____ 3. Substitution
_____ 4. Other Liquidation (Repurchases, etc.)
_____ 5. Nonliquidation Reason:___________________
Address to which Custodian should
Deliver the Custodian's Mortgage File: ______________________________
______________________________
______________________________
By:______________________
(authorized signer)
Issuer:__________________
Address:_________________
_________________
Date:____________________
Custodian
- ---------
Norwest Bank Minnesota, N.A.
Please acknowledge the execution of the above request by your signature and date
below:
_______________________ __________________________
Signature Date
Documents returned to Custodian:
_________________________________ __________________________
Custodian Date
E-1
<PAGE>
EXHIBIT F-1
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Structured Asset Mortgage Investments Inc.
245 Park Avenue
New York, New York 10167
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Norwest Bank Minnesota, National Association
1100 Broken Lane Parkway
Columbia, Maryland 21044
Provident Funding Associates, L.P.
1633 Bayshore Highway, Suite 155
Burlingame, California 64010
Attention: Structured Asset Mortgage Investments Inc. Series 1998-11
Re: Mortgage Pass-Through Certificates,
Series 1998-11, Class B-__
-----------------------------------
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1998-11, Class B-__ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
November 1, 1998 among Structured Asset Mortgage Investments Inc., as depositor
(the "Depositor"), Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), Provident Funding Associates, L.P., as
servicer (the "Servicer"), and The First National Bank of Chicago, 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 Purchaser hereby
certifies, represents and warrants to, and covenants with, the Depositor, the
Trustee, the Master Servicer and the Servicer that:
1. The Purchaser understands that (a) the
Certificates have not been and will not be registered or
qualified under the Securities Act of 1933, as amended (the
"Act") or any state securities law, (b) the Depositor is not
required to so register or qualify the Certificates, (c) the
Certificates may be resold only if registered and qualified
pursuant to the provisions of the Act or any state securities
law, or if an
F-1-1
<PAGE>
exemption from such registration and qualification is
available, (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates and
(e) the Certificates will bear a legend to the foregoing
effect.
2. The Purchaser is acquiring the Certificates for
its own account for investment only and not with a view to or
for sale in connection with any distribution thereof in any
manner that would violate the Act or any applicable state
securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates,
such that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had
an opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ___________________, 19__, relating to the
Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information concerning the
Certificates, the Mortgage Loans and the Depositor as has been
requested by the Purchaser from the Depositor or the Seller
and is relevant to the Purchaser's decision to purchase the
Certificates. The Purchaser has had any questions arising from
such review answered by the Depositor or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did not
purchase the Certificates from the Seller in connection with
the initial distribution of the Certificates and was provided
with a copy of the Private Placement Memorandum (the
"Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Depositor, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Depositor
solely for use in connection with the Original Sale and the
Depositor did not participate in or facilitate in any way the
purchase of the Certificates by the Purchaser from the Seller,
and the Purchaser agrees that it will look solely to the
Seller and not to the Depositor with respect to any damage,
liability, claim or expense arising out of, resulting from or
in connection with (a) error or omission, or alleged error or
omission, contained in the Memorandum, or (b) any information,
development or event arising after the date of the
Memorandum.]
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a) offer,
pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) solicit any
offer to buy or to accept a pledge, disposition of other
transfer of any Certificate, any interest in any Certificate
or any other similar security from any person in any manner,
(c) otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) make any
general solicitation by means
F-1-2
<PAGE>
of general advertising or in any other manner or (e) take any
other action, that (as to any of (a) through (e) above) would
constitute a distribution of any Certificate under the Act,
that would render the disposition of any Certificate a
violation of Section 5 of the Act or any state securities law,
or that would require registration or qualification pursuant
thereto. The Purchaser will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions
of the Pooling and Servicing Agreement.
6. The Purchaser hereby certifies, represents and warrants to,
and covenants with the Depositor, the Trustee, the Master
Servicer and the Servicer that the following statements in (a)
or (b) are correct:
(a) it is not acquiring the Certificates directly or
indirectly by, or on behalf of, an employee benefit
plan or other retirement arrangement which is subject
to Title I of the Employee Retirement Income Security
Act of 1974, as amended, and/or section 4975 of the
Internal Revenue Code of 1986, as amended, or
(b) it is providing a representation or an opinion of
counsel to the effect that the proposed transfer
and/or holding of the Certificates and the servicing,
management and/or operation of the Trust and its
assets: (I) will not result in any prohibited
transaction which is not covered under an individual
or class prohibited transaction exemption, including,
but not limited to, Prohibited Transaction Exemption
("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60, PTE
96-23 or Section 401(c) of ERISA and the regulations
promulgated thereunder and (II) will not give rise to
any additional fiduciary duties on the part of the
Depositor, the Master Servicer, the Servicer or the
Trustee.
In addition, the Purchaser hereby certifies, represents and
warrants to, and covenants with, the Depositor, the Trustee, the Master Servicer
and the Servicer that the Purchaser will not transfer such Certificates to any
Plan or person unless either such Plan or person meets the
requirements set forth in either (a) or (b) above.
Very truly yours,
_______________________________________
(Purchaser)
By:____________________________________
Name:__________________________________
Title:_________________________________
F-1-3
<PAGE>
EXHIBIT F-2
FORM OF TRANSFEROR REPRESENTATION LETTER
___________, 19__
Structured Asset Mortgage Investments Inc.
245 Park Avenue
New York, New York 10167
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Structured Asset Mortgage Investments Inc. 1998-11
Re: Mortgage Pass-Through Certificates,
Series 1998-11, Class B-__
-----------------------------------
Ladies and Gentlemen:
In connection with the sale by ___________ (the "Seller") to
________________ (the "Purchaser") of $_______________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-11, Class
B-__ (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of November 1, 1998
among Structured Asset Mortgage Investments Inc., as depositor (the
"Depositor"), Norwest Bank Minnesota, National Association, as master servicer,
Provident Funding Associates, L.P., as servicer, and The First National Bank of
Chicago, as trustee (the "Trustee"). The Seller hereby certifies, represents and
warrants to, and covenants with, the Depositor and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner set forth in the foregoing sentence with respect to
any Certificate. The Seller has
F-2-1
<PAGE>
not and will not sell or otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
_________________________
(Seller)
By:__________________________
Name:________________________
Title:_______________________
F-2-2
<PAGE>
EXHIBIT F-3
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________________
_______________________________________________________
_______________________________________________________
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with,
the Seller, the Depositor, the Trustee, the Master Servicer and the Servicer (as
defined in the Pooling and Servicing Agreement (the "Agreement"), dated as of
November 1, 1998 among Norwest Bank Minnesota, National Association as Master
Servicer, Provident Funding Associates, L.P. as Servicer, Structured Asset
Mortgage Investments Inc. as Depositor, and The First National Bank of Chicago,
as trustee, pursuant to Section 5.02 of the Agreement as follows:
a. The Buyer understands that the Rule 144A
Securities have not been registered under the 1933 Act or the
securities laws of any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of investment in the Rule 144A
Securities.
F-3-1
<PAGE>
c. The Buyer has been furnished with all information
regarding the Rule 144A Securities that it has requested from the
Seller, the Trustee, the Master Servicer or the Servicer.
d. Neither the Buyer nor anyone acting on its behalf
has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any
other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to the Rule
144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the
Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the
1933 Act or require registration pursuant thereto, nor will it act, nor
has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached hereto as
Annex 1 or Annex 2. The Buyer is aware that the sale to it is being
made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other qualified
institutional buyers, understands that such Rule 144A Securities may be
resold, pledged or transferred only (i) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own
account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
3. The Buyer
a. is not acquiring the Certificates directly or
indirectly by, or on behalf of, an employee benefit plan or other
retirement arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, and/or section 4975
of the Internal Revenue Code of 1986, as amended, or
b. is providing a representation or an opinion of
counsel to the effect that the proposed transfer and/or holding of the
Certificates and the servicing, management and/or operation of the
Trust and its assets: (I) will not result in any prohibited transaction
which is not covered under an individual or class prohibited
transaction exemption, including, but not limited to, Prohibited
Transaction Exemption ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60,
PTE 96-23 or Section 401(c) of ERISA and the regulations promulgated
thereunder and (II) will not give rise to any additional fiduciary
duties on the part of the Seller, the Depositor, the Master Servicer,
the Servicer or the Trustee.
F-3-2
<PAGE>
4. This document 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 document.
IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.
_________________________________ _________________________________
Print Name of Seller Print Name of Buyer
By:______________________________ By:______________________________
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No.______________________________ No.______________________________
Date:____________________________ Date:____________________________
F-3-3
<PAGE>
ANNEX 1 TO EXHIBIT F-3
----------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ CORPORATION, ETC. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts
or similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ BANK. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of
Columbia, the business of which is substantially confined to
banking and is supervised by the State or territorial banking
commission or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, A COPY OF WHICH IS ATTACHED HERETO.
F-3-4
<PAGE>
___ SAVINGS AND LOAN. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and
examined by a State or Federal authority having supervision over
any such institutions or is a foreign savings and loan association
or equivalent institution and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial
statements.
___ BROKER-DEALER. The Buyer is a dealer registered pursuant to Section
15 of the Securities Exchange Act of 1934.
___ INSURANCE COMPANY. The Buyer is an insurance company whose primary
and predominant business activity is the writing of insurance or
the reinsuring of risks underwritten by insurance companies and
which is subject to supervision by the insurance commissioner or a
similar official or agency of a State or territory or the District
of Columbia.
___ STATE OR LOCAL PLAN. The Buyer is a plan established and maintained
by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees.
___ ERISA PLAN. The Buyer is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974.
___ INVESTMENT ADVISER. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or (d)
of the Small Business Investment Act of 1958.
___ BUSINESS DEVELOPMENT COMPANY. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940.
___ TRUST FUND. The Buyer is a trust fund whose trustee is a bank or
trust company and whose participants are exclusively (a) plans
established and maintained by a State, its political subdivisions,
or any agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees, or (b) employee
benefit plans within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, but is not a trust fund
that includes as participants individual retirement accounts or
H.R. 10 plans.
3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
F-3-5
<PAGE>
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule
144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer for
the account of a third party (including any separate account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
______________________________________
Print Name of Buyer
By: ______________________________
Name:
Title:
Date:_________________________________
F-3-6
<PAGE>
ANNEX 2 TO EXHIBIT F-3
----------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer
is a "qualified institutional buyer" as that term is defined in Rule 144A under
the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.
____ The Buyer owned $___________________ in securities (other than
the excluded securities referred to below) as of the end of
the Buyer's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which
owned in the aggregate $______________ in securities (other
than the excluded securities referred to below) as of the end
of the Buyer's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
4. The term "SECURITIES" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that
each of the parties to which this certification is made are relying and will
continue to rely on the statements made
F-3-7
<PAGE>
herein because one or more sales to the Buyer will be in reliance on Rule 144A.
In addition, the Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification by the
undersigned as of the date of such purchase.
_______________________________
Print Name of Buyer
By:____________________________
Name:_______________________
Title:______________________
IF AN ADVISER:
_______________________________
Print Name of Buyer
Date:
F-3-8
<PAGE>
EXHIBIT F-4
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Structured Asset Mortgage Investments Inc.
245 Park Avenue
New York, New York 10167
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Structured Asset Mortgage Investments Inc. Series 1998-11
Re: Mortgage Pass-Through Certificates,
Series 1998-11, Class R
-----------------------------------
Ladies and Gentlemen:
This letter is delivered to you in connection with the
transfer by _______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1998-11, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
November 1, 1998 among Structured Asset Mortgage Investments Inc., as depositor
(the "Depositor"), Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), Provident Funding Associates, L.P., as
servicer and The First National Bank of Chicago, 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 Depositor and the Trustee that:
1. No purpose of the Seller relating to the transfer of the
Certificate 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 Master Servicer a transfer affidavit and agreement in the
form attached to the Pooling and Servicing Agreement as Exhibit F-5. The Seller
does not know or believe that any representation
contained therein is false.
3. The Seller has at the time of the transfer conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Seller has determined that the Purchaser
F-4-1
<PAGE>
has historically paid its debts as they become due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the transfer of a
Class R Certificate may not be respected for United States income tax purposes
(and the Seller may continue to be liable for United States income taxes
associated therewith) unless the Seller has conducted such an investigation.
4. 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:_______________________________
F-4-2
<PAGE>
EXHIBIT F-5
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he/she is [Title of Officer] of [Name of Owner]
(record or beneficial owner of the Mortgage Pass-Through Certificates, Series
1998-11, Class R (the "Class R Certificates") (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/she
makes this affidavit and agreement.
2. That the Owner (i) is not and will not be as of [date of
transfer] a "disqualified organization" within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code") or an "electing
large partnership' within the meaning of Section 775 of the Code, (ii) will
endeavor to remain other than a disqualified organization and an electing large
partnership 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. (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 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.
F-5-1
<PAGE>
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 5.02(e) of
the Pooling and Servicing Agreement under which the Class R Certificates were
issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(e) 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 the Owner holds such
Certificates in violation of Section 5.02(e)). 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. In this regard, the Owner hereby
represents to and for the benefit of the person from whom it acquired the Class
R Certificate that the Owner intends to pay taxes associated with holding such
Class R Certificate as they become due, fully understanding that it may incur
tax liabilities in excess of any cash flows generated by the Class R
Certificate.
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.
F-5-2
<PAGE>
13. The Owner is a citizen or resident of the United States, a
corporation, partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) other entity created or organized
in, or under the laws of, the United States or any political subdivision thereof
(except, in the case of a partnership, to the extent provided in regulations),
an estate 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, or
a trust other than a "foreign trust" as defined in Section 7701(a)(31) of the
Code.
14. The Owner hereby certifies, represents and warrants to,
and covenants with the Depositor, the Trustee, the Master Servicer and the
Servicer that the following statements in (a) or (b) are accurate: the Owner (a)
is not acquiring the Certificates directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement which is subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended, and/or
section 4975 of the Internal Revenue Code of 1986, as amended, or
(b) is providing a representation or an opinion of counsel to
the effect that the proposed transfer and/or holding of the
Certificates and the servicing, management and/or operation of the
Trust and its assets: (I) will not result in any prohibited transaction
which is not covered under an individual or class prohibited
transaction exemption, including, but not limited to, Prohibited
Transaction Exemption ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60,
PTE 96-23 or Section 401(c) of ERISA and the regulations promulgated
thereunder and (II) will not give rise to any additional fiduciary
duties on the part of the Depositor, the Master Servicer, the Servicer
or the Trustee.
In addition, the Owner hereby certifies, represents and warrants to,
and covenants with, the Depositor, the Trustee, the Master Servicer and the
Servicer that the Owner will not transfer such Certificates to any Plan or
person unless either such Plan or person meets the requirements set forth in
either (a) or (b) above.
Capitalized terms used but not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement.
F-5-3
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ____ day of
_______________, 199__.
[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/she executed the same as his/her free act
and deed and the free act and deed of the Owner.
Subscribed and sworn before me this ____ day of
________________, 199__.
_________________________________
NOTARY PUBLIC
COUNTY OF________________________
STATE OF_________________________
My Commission expires the ____ day of
_______________, 19__.
F-5-4
<PAGE>
EXHIBIT F-6
FORM OF ERISA REPRESENTATION LETTER
______________, 19__
Structured Asset Mortgage Investments Inc.
245 Park Avenue
New York, New York 10167
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Norwest Bank Minnesota, National Association
1100 Broken Lane Parkway
Columbia, Maryland 21044
Provident Funding Associates, L.P.
1633 Bayshore Highway, Suite 155
Burlingame, California 64010
Attention: Structured Asset Mortgage Investments Inc. Series 1998-11
Re: Mortgage Pass-Through Certificates,
Series 1998-11, Class [X][PO][B-__]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1998-11, Class [X][PO][B-__] (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of November 1, 1998 among Structured Asset Mortgage Investments Inc., as
depositor (the "Depositor"), Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), Provident Funding Associates, L.P., as
servicer (the "Servicer") and The First National Bank of Chicago, 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 Purchaser hereby
certifies, represents and warrants to, and covenants with, the Depositor, the
Trustee, Master Servicer and the Servicer that:
(a) it is not acquiring the Certificates directly or
indirectly by, or on behalf of, an employee benefit plan or other retirement
arrangement which is subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, and/or section 4975 of the Internal Revenue
Code of 1986, as amended, or
<PAGE>
(b) it is providing a representation or an opinion of counsel
to the effect that the proposed transfer and/or holding of the Certificates and
the servicing, management and/or operation of the Trust and its assets: (I) will
not result in any prohibited transaction which is not covered under an
individual or class prohibited transaction exemption, including, but not limited
to, Prohibited Transaction Exemption ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE
95-60, PTE 96-23 or Section 401(c) of ERISA and the regulations promulgated
thereunder and (II) will not give rise to any additional fiduciary duties on the
part of the Depositor, the Master Servicer, the Servicer or the Trustee.
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Depositor, the Trustee, the Master Servicer and the
Servicer that the Purchaser will not transfer such Certificates to any Plan or
person unless such Plan or person meets the requirements set forth in either (a)
or (b) above.
Very truly yours,
__________________________________
(Purchaser)
By:_______________________________
Name:_____________________________
Title:____________________________
F-6-2
<PAGE>
EXHIBIT G
MORTGAGE LOAN SCHEDULE
G-1
<PAGE>
<TABLE>
<CAPTION>
SAMI 1998-11 MORTGAGE LOAN SCHEDULE
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
20803466 Yu 982 Hamilton Avenue Milpitas CA 95035 360 185,000.00 7.8750
20804039 Miller 3110 Bayo Vista Avenue Alameda CA 94501 360 376,000.00 8.2500
70804465 Stoll 1688 Monaco Parkway Denver CO 80220 360 270,500.00 7.3750
108060422 Vij 5335 Ligurian Drive San Jose CA 95138 360 520,000.00 7.3750
108060455 Carrade 927 Ortega Street San Francisco CA 94122 360 280,000.00 7.1250
108060576 Mahood 5213 Waller Avenue Fremont CA 94536 360 300,000.00 7.1250
108060699 Tang 31 La Ronda Irvine CA 92606 360 251,750.00 7.1250
108060712 Aplin 2861 Emerson Street Palo Alto CA 94306 360 345,000.00 7.8750
108060713 Basel 2500 Graham Avenue Redondo Beach CA 90278 180 260,000.00 6.5000
108070011 Hatefi 5339 Paso Del Rio Way Concord CA 94521 360 247,000.00 7.0000
108070039 Kirtley Jr. 3043 Balata Court Meridian ID 83642 360 300,000.00 7.3750
108070070 Collins 66 Arroyo Coyote Road Santa Fe NM 87505 360 240,000.00 7.3750
108070440 Collins 32844 Ne Chamberlain Road Corbett OR 97019 360 240,000.00 7.5000
108070490 Teeter 22435 S. Parrot Creek Road Oregon City OR 97045 360 290,000.00 7.2500
108070511 Agnello 6423 Shelterwood Drive Oakland CA 94611 360 252,000.00 7.0000
108070521 Chase 11515 Se Mather Road Clackamas OR 97015 360 316,000.00 6.8750
108070651 Lewis 741 36Th Avenue Santa Cruz CA 95062 360 150,000.00 7.2500
108070664 Strapp 1426 Caddington Drive Rancho Palos Verdes CA 90275 360 289,000.00 7.5000
108070775 Peters 3024 Via La Selva Palos Verdes Estates CA 90274 360 450,000.00 7.6250
108070830 Fischman 416 South Doheny Beverly Hills CA 90210 360 496,000.00 7.3750
108080006 Chatterjee 181 Ada Avenue Mountain View CA 94043 360 287,850.00 7.7500
108080154 Cook 380 Oak Crest Road San Anselmo CA 94960 360 420,000.00 7.2500
108080162 TaoFan Chen 14320 Nw Mcnamee Rd. Portland OR 97231 360 400,000.00 7.1250
108080211 Kozak 22006 Grant Avenue Torrance CA 90503 360 279,900.00 7.7500
108080252 Pentek 1223 Birch Avenue San Mateo CA 94402 360 308,000.00 6.8750
108080329 Coons 23236 West Savory Place Valencia CA 91354 360 296,000.00 7.3750
108080342 Mc Nally 2233 Peak Place Thousand Oaks CA 91362 360 352,000.00 7.5000
108080385 Stewart 1321 Rebecca Drive Livermore CA 94550 360 325,000.00 7.2500
108080387 Finka 4249 Dauntless Drive Rancho Palos Verdes CA 90275 360 381,100.00 7.3750
108080408 Plomedahl 146 View Crest Drive Castle Rock WA 98611 360 280,000.00 7.5000
108080443 Taylor 76 Tourmaline Avenue Livermore CA 94550 360 307,000.00 7.0000
108080450 Parde 579 Curie Drive San Jose CA 95123 360 300,000.00 7.2500
108080472 Beheshti 515 Ravenscourt Road Hillsborough CA 94010 360 650,000.00 6.8750
108080499 Wilson 18444 Ne 199Th Street Woodinville WA 98072 360 323,000.00 7.2500
108080510 Schick 6769 Olive Branch Court San Jose CA 95120 360 560,000.00 9.5000
108080547 Sandhu 2101 Skyline Drive Milpitas CA 95035 360 330,000.00 7.1250
108080559 Wrath 7203 St. George Lane San Jose CA 95120 360 650,000.00 7.2500
108080589 Pittler 429 Shana Court Danville CA 94526 360 308,000.00 7.2500
108080612 Gerstenberger 19910 Ne 253Rd Circle Battle Ground WA 98604 360 238,400.00 6.8750
108090025 Cantor 409 Portofino Drive San Carlos CA 94070 360 429,100.00 7.3750
108090039 Wible 1330 Koch Lane San Jose CA 95125 360 345,000.00 7.5000
108090072 Harman 124 Claremont Crest Court San Ramon CA 94583 360 324,000.00 7.2500
108090122 Mccartney 132 Megan Court Alamo CA 94507 360 495,000.00 7.0000
108090144 Blinn 9401 N.E. 27Th Street Bellevue WA 98004 360 480,000.00 7.0000
108090185 Marinelli 1255 Bernal Avenue Burlingame CA 94010 360 405,000.00 7.2500
108090186 Chiu 5330 Reseda Circle Fremont CA 94538 360 291,200.00 7.3750
108090189 Li 5099 Forest View Drive San Jose CA 95129 360 312,000.00 7.0000
108090222 Ashby 526 Calistoga Circle Fremont CA 94536 360 319,500.00 6.8750
108090257 Kramer 2312 Kenwood Avenue San Jose CA 95128 360 248,000.00 7.2500
108090270 Trujillo 2015 West Toscanini Drive Rancho Palos Verdes CA 90275 360 272,000.00 7.3750
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME FPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20803466 Yu 08/01/98 SF 1,341.38 184,485.70 7.8750 0.7875 O R 295,000.00 11/01/98
20804039 Miller 12/01/98 SF 2,824.76 376,000.00 8.2500 1.1625 O P 470,000.00 11/01/98
70804465 Stoll 09/01/98 SF 1,868.28 269,878.71 7.3750 0.2875 O C 345,000.00 11/01/98
108060422 Vij 11/01/98 SF 3,591.51 519,604.32 7.3750 0.2875 O C 650,000.00 11/01/98
108060455 Carrade 12/01/98 SF 1,886.41 280,000.00 7.1250 0.0375 O P 380,000.00 11/01/98
108060576 Mahood 12/01/98 SF 2,021.16 300,000.00 7.1250 0.0375 O P 425,000.00 11/01/98
108060699 Tang 09/01/98 SF 1,696.09 251,142.44 7.1250 0.0375 O P 265,000.00 11/01/98
108060712 Aplin 09/01/98 SF 2,501.49 344,283.03 7.8750 0.7875 O C 465,000.00 11/01/98
108060713 Basel 09/01/98 SF 2,264.88 257,416.42 6.5000 0.0000 O R 302,000.00 11/01/98
108070011 Hatefi 09/01/98 SF 1,643.30 246,389.06 7.0000 0.0025 O P 260,000.00 11/01/98
108070039 Kirtley Jr. 10/01/98 SF 2,072.03 299,542.05 7.3750 0.2875 O R 720,000.00 11/01/98
108070070 Collins 09/01/98 SF 1,657.62 239,448.76 7.3750 0.2875 O C 311,000.00 11/01/98
108070440 Collins 10/01/98 SF 1,678.11 239,642.66 7.5000 0.4125 O C 327,000.00 11/01/98
108070490 Teeter 10/01/98 SF 1,978.31 289,546.18 7.2500 0.1625 O C 385,000.00 11/01/98
108070511 Agnello 12/01/98 SF 1,676.56 252,000.00 7.0000 0.0025 O R 360,000.00 11/01/98
108070521 Chase 10/01/98 SF 2,075.90 315,467.52 6.8750 0.0000 O C 398,000.00 11/01/98
108070651 Lewis 11/01/98 SF 1,023.26 149,882.99 7.2500 0.1625 N C 200,000.00 11/01/98
108070664 Strapp 11/01/98 SF 2,020.73 288,785.52 7.5000 0.4125 O C 365,000.00 11/01/98
108070775 Peters 10/01/98 SF 3,185.07 449,346.54 7.6250 0.5375 O C 640,000.00 11/01/98
108070830 Fischman 10/01/98 4F 3,425.75 495,242.85 7.3750 0.2875 O P 620,000.00 11/01/98
108080006 Chatterjee 12/01/98 CO 2,062.19 287,850.00 7.7500 0.6625 O P 310,000.00 11/01/98
108080154 Cook 12/01/98 SF 2,865.14 420,000.00 7.2500 0.1625 O C 560,000.00 11/01/98
108080162 TaoFan Chen 11/01/98 SF 2,694.87 399,680.13 7.1250 0.0375 O C 505,000.00 11/01/98
108080211 Kozak 10/01/98 SF 2,005.24 279,503.62 7.7500 0.6625 O P 312,000.00 11/01/98
108080252 Pentek 12/01/98 SF 2,023.34 308,000.00 6.8750 0.0000 O P 385,000.00 11/01/98
108080329 Coons 11/01/98 SF 2,044.40 295,774.77 7.3750 0.2875 O R 385,000.00 11/01/98
108080342 Mc Nally 11/01/98 SF 2,461.24 351,738.76 7.5000 0.4125 O R 470,000.00 11/01/98
108080385 Stewart 10/01/98 SF 2,217.07 324,491.41 7.2500 0.1625 O C 417,000.00 11/01/98
108080387 Finka 12/01/98 SF 2,632.16 381,100.00 7.3750 0.2875 O R 500,000.00 11/01/98
108080408 Plomedahl 11/01/98 SF 1,957.80 279,792.20 7.5000 0.4125 O C 352,000.00 11/01/98
108080443 Taylor 12/01/98 SF 2,042.48 307,000.00 7.0000 0.0025 O R 465,000.00 11/01/98
108080450 Parde 10/01/98 SF 2,046.53 299,530.53 7.2500 0.1625 O C 380,000.00 11/01/98
108080472 Beheshti 11/01/98 SF 4,270.04 649,453.92 6.8750 0.0000 O P 1,600,000.00 11/01/98
108080499 Wilson 10/01/98 SF 2,203.43 322,494.54 7.2500 0.1625 O C 410,000.00 11/01/98
108080510 Schick 11/01/98 SF 4,708.78 559,724.55 9.5000 2.4125 O P 700,000.00 11/01/98
108080547 Sandhu 12/01/98 SF 2,223.27 330,000.00 7.1250 0.0375 O R 650,000.00 11/01/98
108080559 Wrath 12/01/98 SF 4,434.15 650,000.00 7.2500 0.1625 O P 1,150,000.00 11/01/98
108080589 Pittler 11/01/98 SF 2,101.10 307,759.73 7.2500 0.1625 O C 385,000.00 11/01/98
108080612 Gerstenberger 12/01/98 SF 1,566.12 238,400.00 6.8750 0.0000 O P 265,000.00 11/01/98
108090025 Cantor 12/01/98 4F 2,963.69 429,100.00 7.3750 0.2875 O C 675,000.00 11/01/98
108090039 Wible 11/01/98 SF 2,412.29 344,743.96 7.5000 0.4125 O R 450,000.00 11/01/98
108090072 Harman 11/01/98 SF 2,210.25 323,747.25 7.2500 0.1625 O C 405,000.00 11/01/98
108090122 Mccartney 12/01/98 SF 3,293.25 495,000.00 7.0000 0.0025 O R 700,000.00 11/01/98
108090144 Blinn 12/01/98 SF 3,193.45 480,000.00 7.0000 0.0025 O R 740,000.00 11/01/98
108090185 Marinelli 12/01/98 SF 2,762.81 405,000.00 7.2500 0.1625 O C 580,000.00 11/01/98
108090186 Chiu 11/01/98 SF 2,011.25 290,978.42 7.3750 0.2875 O C 364,000.00 11/01/98
108090189 Li 12/01/98 SF 2,075.74 312,000.00 7.0000 0.0025 O R 470,000.00 11/01/98
108090222 Ashby 12/01/98 SF 2,098.89 319,500.00 6.8750 0.0000 O P 355,000.00 11/01/98
108090257 Kramer 11/01/98 SF 1,691.80 247,806.54 7.2500 0.1625 O P 310,000.00 11/01/98
108090270 Trujillo 12/01/98 SF 1,878.64 272,000.00 7.3750 0.2875 O R 425,000.00 11/01/98
</TABLE>
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYPE
- ------------------------------------------------
20803466 Yu 0.3250 7.5375 F
20804039 Miller 0.3250 7.9125 I
70804465 Stoll 0.3250 7.0375 F
108060422 Vij 0.3250 7.0375 F
108060455 Carrade 0.3250 6.7875 F
108060576 Mahood 0.3250 6.7875 F
108060699 Tang 0.3250 6.7875 F
108060712 Aplin 0.3250 7.5375 F
108060713 Basel 0.2000 6.2875 F
108070011 Hatefi 0.2350 6.7525 F
108070039 Kirtley Jr. 0.3250 7.0375 I
108070070 Collins 0.3250 7.0375 F
108070440 Collins 0.3250 7.1625 F
108070490 Teeter 0.3250 6.9125 F
108070511 Agnello 0.2350 6.7525 F
108070521 Chase 0.2000 6.6625 F
108070651 Lewis 0.3250 6.9125 R
108070664 Strapp 0.3250 7.1625 F
108070775 Peters 0.3250 7.2875 F
108070830 Fischman 0.3250 7.0375 F
108080006 Chatterjee 0.3250 7.4125 F
108080154 Cook 0.3250 6.9125 F
108080162 TaoFan Chen 0.3250 6.7875 F
108080211 Kozak 0.3250 7.4125 F
108080252 Pentek 0.2000 6.6625 F
108080329 Coons 0.3250 7.0375 F
108080342 Mc Nally 0.3250 7.1625 F
108080385 Stewart 0.3250 6.9125 F
108080387 Finka 0.3250 7.0375 F
108080408 Plomedahl 0.3250 7.1625 F
108080443 Taylor 0.2350 6.7525 F
108080450 Parde 0.3250 6.9125 F
108080472 Beheshti 0.2000 6.6625 F
108080499 Wilson 0.3250 6.9125 F
108080510 Schick 0.3250 9.1625 N
108080547 Sandhu 0.3250 6.7875 F
108080559 Wrath 0.3250 6.9125 F
108080589 Pittler 0.3250 6.9125 F
108080612 Gerstenberger 0.2000 6.6625 F
108090025 Cantor 0.3250 7.0375 I
108090039 Wible 0.3250 7.1625 F
108090072 Harman 0.3250 6.9125 F
108090122 Mccartney 0.2350 6.7525 F
108090144 Blinn 0.2350 6.7525 F
108090185 Marinelli 0.3250 6.9125 F
108090186 Chiu 0.3250 7.0375 F
108090189 Li 0.2350 6.7525 F
108090222 Ashby 0.2000 6.6625 F
108090257 Kramer 0.3250 6.9125 I
108090270 Trujillo 0.3250 7.0375 F
Page 1 of 16
<PAGE>
<TABLE>
<CAPTION>
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
108090272 Hwang 7733 Oak Meadow Court Cupertino CA 95014 360 548,000.00 7.0000
108090299 Eastland 2805 Calle Aventura Rancho Palos Verdes CA 90275 360 344,000.00 7.5000
108090319 Georgia 4186 Graydon Road San Diego CA 92130 360 251,300.00 7.1250
108090323 Cacabelos 2626 Maybury Square San Jose CA 95133 360 248,000.00 7.2500
108090353 Do 635 Pinot Blanc Way Fremont CA 94539 360 269,500.00 7.2500
108090357 Cliff 333 Molton Avenue San Carlos CA 94070 360 284,000.00 7.5000
108090359 Lynch 14633 Shake Ridge Road Sutter Creek CA 95685 360 277,000.00 7.0000
108090360 Lai 40703 Rainwater Court Fremont CA 94539 360 396,500.00 7.2500
108090383 Mastick 2646 Grand Summit Road Torrance CA 90505 360 272,000.00 7.2500
108090385 Torgersen 3659 Mapleknoll Place Thousand Oaks CA 91362 360 344,000.00 7.5000
108090386 Hendricker 15182 Stratford Drive San Jose CA 95124 360 246,800.00 7.2500
108090389 Shaby 210 Camino Real #B Redondo Beach CA 90277 360 261,000.00 7.3750
108090393 Paul 10 Ryan Avenue Mill Valley CA 94941 360 243,000.00 7.3750
108090425 Blum 222 Elvia Court San Rafael CA 94903 360 332,000.00 7.1250
108090538 Ryan 3715 South Dolphin Street (San Pedro Area), Lo CA 90731 360 262,300.00 7.2500
108090541 Faloon 18 Lopez Key Bellevue WA 98006 360 260,000.00 7.2500
108090549 Khoo 4643 Maritime Loop Union City CA 94587 360 295,000.00 7.2500
108090583 Lehrke 42 Humboldt Avenue San Anselmo CA 94960 360 389,900.00 7.2500
108090586 Combs 173 Dune Drift Close The Sea Ranch CA 95497 360 296,000.00 7.0000
108090589 Vaziri 43555 Puesta Del Sol Fremont CA 94539 360 304,800.00 6.8750
108090592 Sagdahl 320 210Th Court Southeast Redmond WA 98053 360 300,000.00 7.2500
108090622 Bowie 207 Edgehill Drive San Carlos CA 94070 360 475,000.00 7.0000
108090661 Scharlau 890 W. Mckinley Avenue Sunnyvale CA 94086 360 303,000.00 7.3750
108090664 Hamilton 7028 Via Valverde San Diego CA 92037 360 610,000.00 7.1250
108090688 Bushweiler 1734 Springsong Drive San Jose CA 95131 360 281,250.00 7.2500
108090695 Portillo 471 Doma Drive San Jose CA 95117 360 241,000.00 7.2500
108090697 Geddes 232 7Th Street Seal Beach CA 90740 360 437,000.00 7.2500
108090701 Wong 1443 Chavez Way San Jose CA 95131 360 252,000.00 7.2500
108090710 Bull 931 North Rose Street Burbank CA 91505 360 244,000.00 7.2500
108090748 Warren 2725 226Th Place Ne Redmond WA 98053 360 263,100.00 7.2500
108090845 Fuller 2797 Mira Bella Circle Morgan Hill CA 95037 360 330,000.00 6.7500
108090857 Wen 408 Peninsula Avenue Burlingame CA 94010 360 350,000.00 7.0000
108090873 Madrigal 2030 Avy Avenue Menlo Park CA 94025 360 500,000.00 7.5000
108090881 Chen 2101 Calle Vista Verde Milpitas CA 95035 360 287,200.00 7.5000
108100003 Lerz 2347 Mcgilvra Boulevard Ea Seattle WA 98112 360 320,000.00 7.0000
108100021 Logevall 618 Calle Granada Santa Barbara CA 93105 360 255,000.00 6.8750
108100038 Hallstein 861 Del Ganado Road San Rafael CA 94903 360 264,000.00 7.0000
108100050 Michalak 5340 Matthew Terrace Fremont CA 94555 360 252,000.00 7.5000
108100057 Rao 18950 Mc Farland Avenue Saratoga CA 95070 360 254,000.00 7.3750
108100090 Robles 67 Tara Road Orinda CA 94563 360 602,000.00 7.0000
108100092 Brunnquell 761 Neal Avenue San Carlos CA 94070 360 318,500.00 7.2500
108100107 Montano Jr. 3178 Diablo View Road Lafayette CA 94549 360 426,000.00 7.0000
108100111 Petek 547 Monterey Road Pacifica CA 94044 360 285,000.00 7.0000
108100114 Quan 943 Fell Court San Jose CA 95136 360 252,000.00 7.0000
108100122 Clegg 3376 Via Alicante La Jolla CA 92037 360 140,000.00 8.1250
108100129 Roth 331 West Linden Avenue Burbank CA 91506 360 289,600.00 7.0000
108100131 Mei 43326 Debrum Common Fremont CA 94539 360 355,500.00 7.5000
108100138 Lu 20264 Glen Brae Drive Saratoga CA 95070 360 393,000.00 7.0000
108100208 Wade 2758 Dominici Drive Fremont CA 94536 360 328,000.00 7.2500
108100256 Russo 3276 Deluna Drive Rancho Palos Verdes CA 90275 360 368,000.00 7.0000
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME EFPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
108090272 Hwang 12/01/98 SF 3,645.86 548,000.00 7.0000 0.0025 O P 685,000.00 11/01/98
108090299 Eastland 11/01/98 SF 2,405.30 343,744.70 7.5000 0.4125 O R 470,000.00 11/01/98
108090319 Georgia 12/01/98 SF 1,693.05 251,300.00 7.1250 0.0375 O C 385,000.00 11/01/98
108090323 Cacabelos 12/01/98 SF 1,691.80 248,000.00 7.2500 0.1625 O P 310,000.00 11/01/98
108090353 Do 12/01/98 SF 1,838.47 269,500.00 7.2500 0.1625 O R 410,000.00 11/01/98
108090357 Cliff 11/01/98 SF 1,985.77 283,789.23 7.5000 0.4125 O C 410,000.00 11/01/98
108090359 Lynch 12/01/98 SF 1,842.89 277,000.00 7.0000 0.0025 O R 369,000.00 11/01/98
108090360 Lai 11/01/98 SF 2,704.83 396,190.69 7.2500 0.1625 O R 670,000.00 11/01/98
108090383 Mastick 11/01/98 SF 1,855.52 271,787.81 7.2500 0.1625 O R 345,000.00 11/01/98
108090385 Torgersen 11/01/98 SF 2,405.30 343,744.70 7.5000 0.4125 O R 430,000.00 11/01/98
108090386 Hendricker 11/01/98 SF 1,683.61 246,607.47 7.2500 0.1625 O P 308,500.00 11/01/98
108090389 Shaby 12/01/98 CO 1,802.66 261,000.00 7.3750 0.2875 O R 327,000.00 11/01/98
108090393 Paul 12/01/98 SF 1,678.34 243,000.00 7.3750 0.2875 O R 455,000.00 11/01/98
108090425 Blum 12/01/98 SF 2,236.75 332,000.00 7.1250 0.0375 O R 415,000.00 11/01/98
108090538 Ryan 12/01/98 SF 1,789.35 262,300.00 7.2500 0.1625 O R 400,000.00 11/01/98
108090541 Faloon 12/01/98 SF 1,773.66 260,000.00 7.2500 0.1625 O R 610,000.00 11/01/98
108090549 Khoo 11/01/98 SF 2,012.42 294,769.87 7.2500 0.1625 O R 450,000.00 11/01/98
108090583 Lehrke 12/01/98 2F 2,659.81 389,900.00 7.2500 0.1625 O R 530,000.00 11/01/98
108090586 Combs 12/01/98 SF 1,969.30 296,000.00 7.0000 0.0025 O P 640,000.00 11/01/98
108090589 Vaziri 12/01/98 SF 2,002.32 304,800.00 6.8750 0.0000 O P 381,000.00 11/01/98
108090592 Sagdahl 12/01/98 SF 2,046.53 300,000.00 7.2500 0.1625 O C 423,500.00 11/01/98
108090622 Bowie 12/01/98 SF 3,160.19 475,000.00 7.0000 0.0025 O C 875,000.00 11/01/98
108090661 Scharlau 12/01/98 SF 2,092.75 303,000.00 7.3750 0.2875 O R 495,000.00 11/01/98
108090664 Hamilton 12/01/98 SF 4,109.68 610,000.00 7.1250 0.0375 O C 880,000.00 11/01/98
108090688 Bushweiler 12/01/98 SF 1,918.62 281,250.00 7.2500 0.1625 O C 375,000.00 11/01/98
108090695 Portillo 12/01/98 SF 1,644.04 241,000.00 7.2500 0.1625 O C 322,000.00 11/01/98
108090697 Geddes 12/01/98 SF 2,981.11 437,000.00 7.2500 0.1625 O C 585,000.00 11/01/98
108090701 Wong 12/01/98 SF 1,719.08 252,000.00 7.2500 0.1625 O R 335,000.00 11/01/98
108090710 Bull 12/01/98 SF 1,664.51 244,000.00 7.2500 0.1625 O R 305,000.00 11/01/98
108090748 Warren 12/01/98 SF 1,794.81 263,100.00 7.2500 0.1625 O C 355,000.00 11/01/98
108090845 Fuller 12/01/98 SF 2,140.37 330,000.00 6.7500 0.0000 O R 532,000.00 11/01/98
108090857 Wen 12/01/98 SF 2,328.56 350,000.00 7.0000 0.0025 O C 480,000.00 11/01/98
108090873 Madrigal 12/01/98 SF 3,496.07 500,000.00 7.5000 0.4125 N C 950,000.00 11/01/98
108090881 Chen 12/01/98 SF 2,008.14 287,200.00 7.5000 0.4125 O P 359,000.00 11/01/98
108100003 Lerz 12/01/98 SF 2,128.97 320,000.00 7.0000 0.0025 O P 400,000.00 11/01/98
108100021 Logevall 12/01/98 SF 1,675.17 255,000.00 6.8750 0.0000 O P 465,000.00 11/01/98
108100038 Hallstein 12/01/98 SF 1,756.40 264,000.00 7.0000 0.0025 O R 380,000.00 11/01/98
108100050 Michalak 12/01/98 SF 1,762.02 252,000.00 7.5000 0.4125 O C 315,000.00 11/01/98
108100057 Rao 12/01/98 SF 1,754.31 254,000.00 7.3750 0.2875 O R 525,000.00 11/01/98
108100090 Robles 12/01/98 SF 4,005.12 602,000.00 7.0000 0.0025 O R 845,000.00 11/01/98
108100092 Brunnquell 12/01/98 SF 2,172.73 318,500.00 7.2500 0.1625 O R 445,000.00 11/01/98
108100107 Montano Jr. 12/01/98 SF 2,834.19 426,000.00 7.0000 0.0025 O R 635,000.00 11/01/98
108100111 Petek 12/01/98 SF 1,896.11 285,000.00 7.0000 0.0025 O C 380,000.00 11/01/98
108100114 Quan 12/01/98 SF 1,676.56 252,000.00 7.0000 0.0025 O P 315,000.00 11/01/98
108100122 Clegg 12/01/98 CO 1,039.50 140,000.00 8.1250 1.0375 N C 190,000.00 11/01/98
108100129 Roth 12/01/98 SF 1,926.72 289,600.00 7.0000 0.0025 O P 362,000.00 11/01/98
108100131 Mei 12/01/98 SF 2,485.71 355,500.00 7.5000 0.4125 O P 410,000.00 11/01/98
108100138 Lu 12/01/98 SF 2,614.64 393,000.00 7.0000 0.0025 O R 930,000.00 11/01/98
108100208 Wade 12/01/98 SF 2,237.54 328,000.00 7.2500 0.1625 O P 424,000.00 11/01/98
108100256 Russo 12/01/98 SF 2,448.31 368,000.00 7.0000 0.0025 O R 510,000.00 11/01/98
</TABLE>
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYPE
- ----------------------------------------------
108090272 Hwang 0.2350 6.7525 F
108090299 Eastland 0.3250 7.1625 F
108090319 Georgia 0.3250 6.7875 F
108090323 Cacabelos 0.3250 6.9125 F
108090353 Do 0.3250 6.9125 F
108090357 Cliff 0.3250 7.1625 F
108090359 Lynch 0.2350 6.7525 F
108090360 Lai 0.3250 6.9125 F
108090383 Mastick 0.3250 6.9125 F
108090385 Torgersen 0.3250 7.1625 F
108090386 Hendricker 0.3250 6.9125 F
108090389 Shaby 0.3250 7.0375 F
108090393 Paul 0.3250 7.0375 F
108090425 Blum 0.3250 6.7875 F
108090538 Ryan 0.3250 6.9125 F
108090541 Faloon 0.3250 6.9125 F
108090549 Khoo 0.3250 6.9125 F
108090583 Lehrke 0.3250 6.9125 F
108090586 Combs 0.2350 6.7525 F
108090589 Vaziri 0.2000 6.6625 F
108090592 Sagdahl 0.3250 6.9125 F
108090622 Bowie 0.2350 6.7525 F
108090661 Scharlau 0.3250 7.0375 F
108090664 Hamilton 0.3250 6.7875 F
108090688 Bushweiler 0.3250 6.9125 F
108090695 Portillo 0.3250 6.9125 F
108090697 Geddes 0.3250 6.9125 F
108090701 Wong 0.3250 6.9125 F
108090710 Bull 0.3250 6.9125 F
108090748 Warren 0.3250 6.9125 F
108090845 Fuller 0.2000 6.5375 F
108090857 Wen 0.2350 6.7525 F
108090873 Madrigal 0.3250 7.1625 F
108090881 Chen 0.3250 7.1625 F
108100003 Lerz 0.2350 6.7525 F
108100021 Logevall 0.2000 6.6625 I
108100038 Hallstein 0.2350 6.7525 F
108100050 Michalak 0.3250 7.1625 F
108100057 Rao 0.3250 7.0375 F
108100090 Robles 0.2350 6.7525 F
108100092 Brunnquell 0.3250 6.9125 F
108100107 Montano Jr. 0.2350 6.7525 F
108100111 Petek 0.2350 6.7525 F
108100114 Quan 0.2350 6.7525 F
108100122 Clegg 0.3250 7.7875 F
108100129 Roth 0.2350 6.7525 F
108100131 Mei 0.3250 7.1625 F
108100138 Lu 0.2350 6.7525 F
108100208 Wade 0.3250 6.9125 F
108100256 Russo 0.2350 6.7525 F
Page 2 of 16
<PAGE>
<TABLE>
<CAPTION>
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
108100284 Vu 514 Angus Drive Milpitas CA 95035 360 369,000.00 7.0000
108100289 Tan 1412 Valdez Way Fremont CA 94539 360 376,000.00 7.5000
108100297 Olsen 760 Jeffrey Avenue Campbell CA 95008 360 248,000.00 7.7500
108100301 Young 1207 Prevost Street San Jose CA 95125 360 261,600.00 7.5000
108100364 Anderle 2245 Cloverfield Boulevard Santa Monica CA 90405 360 260,500.00 7.1250
108100437 Miller 1 Rowland Court Novato CA 94947 360 256,000.00 7.3750
108100439 Bettencourt 4661 Richmond Avenue Fremont CA 94536 360 300,000.00 7.0000
108100450 Koenig 15 Cypress Point Court Alamo CA 94507 360 443,200.00 7.0000
108100502 Le 2418 Glen Duff Way San Jose CA 95148 360 292,400.00 7.0000
108100521 Kubo 1980 Spyglass Hill Court La Habra CA 90631 360 321,000.00 6.7500
108100557 Robison 1350 Nathan Lane Ventura CA 93001 360 232,000.00 7.3750
108100559 Pham 140 Arcadia Avenue Santa Clara CA 95050 360 340,000.00 7.0000
108100617 Smetana 106 Ardith Drive Orinda CA 94563 360 249,000.00 7.0000
108100628 Zhou 1515 Stubbins Way San Jose CA 95132 360 255,800.00 7.5000
108100672 Tonkin 21 South Ridgewood Road Kentfield CA 94904 360 394,000.00 7.2500
108100695 Walters 318 Avila Road San Mateo CA 94402 360 515,000.00 7.1250
108100765 Richardson 1141 Marlin Avenue Foster City CA 94404 360 268,000.00 6.8750
108100767 Nguyen 6220 Running Springs Road San Jose CA 95135 360 355,000.00 7.6250
108100882 Nacht 16832 Northeast 128Th Street Redmond WA 98052 360 277,500.00 6.8750
208060009 Sirdofsky 67 Platt Avenue Sausalito CA 94965 360 273,000.00 7.8750
208060211 Wilcox 705 Hibiscus Place San Jose CA 95117 360 237,500.00 7.8750
208060437 Nguyen 5094 Gazania Drive San Jose CA 95111 360 217,000.00 7.6250
208060730 Bismanovsky 2220 Loch Lane Walnut Creek CA 94598 360 332,000.00 7.7500
208060773 Avila 335 North Twentieth Street San Jose CA 95122 360 240,000.00 7.1250
208070052 Spinrad 15 Oak Avenue Kentfield CA 94904 360 424,200.00 6.8750
208070059 Gaerlan 8714 Stockholm Avenue Las Vegas NV 89117 360 254,950.00 7.3750
208070155 Drolet 634636 Church Street San Francisco CA 94114 360 383,000.00 7.0000
208070171 Sip 1258 Littleton Drive San Jose CA 95131 360 312,000.00 7.7500
208070180 Feeney 781 Starlight Court San Jose CA 95117 360 230,000.00 7.7500
208070255 Hong 213 North Ninth Street San Jose CA 95112 360 248,000.00 7.2500
208070411 Catolico 32625 Lake Mead Drive Fremont CA 94555 360 255,500.00 7.5000
208070418 Thorbrogger 1126 Alameda De Las Pulgas San Mateo CA 94402 360 337,000.00 7.0000
208070559 Liepold 1181 Beach Park Boulevard Foster City CA 94404 360 378,000.00 7.3750
208070571 Matar Jr. 3053 Ridgegate Drive San Jose CA 95133 360 282,000.00 7.0000
208070574 Kopansky 875 Erickson Lane Foster City CA 94404 360 280,000.00 7.8750
208070599 Singh 1150 Natalie Lane Watsonville CA 95076 180 218,000.00 7.6250
208070621 Mc Cormick 1430 Barbis Way Concord CA 94518 360 230,300.00 7.5000
208070650 Dhiman 2448 Corum Court Union City CA 94587 360 293,500.00 7.6250
208070706 Nguyen 1671 Canyon View Drive San Jose CA 95132 360 450,000.00 7.7500
208080026 Allsbrook 1860 Lone Oak Road Brentwood CA 94513 360 261,250.00 7.5000
208080090 Lorenzini 210 Duck Court Foster City CA 94404 360 351,000.00 7.8750
208080103 Clark 2947 Piedmont Avenue Berkeley CA 94705 360 310,000.00 7.0000
208080127 Leung 1499 Tolteca Drive Fremont CA 94539 360 572,600.00 7.3750
208080134 Cohen 2008 North Serrano Avenue Los Angeles CA 90027 360 460,000.00 7.3750
208080138 Norland 397 Upper Terrace San Francisco CA 94117 360 328,000.00 7.7500
208080168 Quan 2827 Rainview Drive San Jose CA 95133 360 192,000.00 8.0000
208080226 Finnigan 12308 Titus Avenue Saratoga CA 95070 360 340,500.00 7.3750
208080266 Kauffman 1089 Oak Hill Road Lafayette CA 94549 180 195,000.00 6.8750
208080279 Brown 39 Humboldt Road Burlingame CA 94010 360 320,000.00 7.7500
208080302 Bowling 1037 Ranleigh Way Piedmont CA 94610 360 479,000.00 7.3750
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME FPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
108100284 Vu 12/01/98 SF 2,454.97 369,000.00 7.0000 0.0025 O C 615,000.00 11/01/98
108100289 Tan 12/01/98 SF 2,629.05 376,000.00 7.5000 0.4125 O P 470,000.00 11/01/98
108100297 Olsen 12/01/98 SF 1,776.70 248,000.00 7.7500 0.6625 O P 337,000.00 11/01/98
108100301 Young 12/01/98 SF 1,829.15 261,600.00 7.5000 0.4125 O P 327,000.00 11/01/98
108100364 Anderle 12/01/98 SF 1,755.04 260,500.00 7.1250 0.0375 O R 550,000.00 11/01/98
108100437 Miller 12/01/98 SF 1,768.13 256,000.00 7.3750 0.2875 O C 360,000.00 11/01/98
108100439 Bettencourt 12/01/98 SF 1,995.91 300,000.00 7.0000 0.0025 O C 455,000.00 11/01/98
108100450 Koenig 12/01/98 SF 2,948.62 443,200.00 7.0000 0.0025 O P 554,000.00 11/01/98
108100502 Le 12/01/98 SF 1,945.34 292,400.00 7.0000 0.0025 O R 420,000.00 11/01/98
108100521 Kubo 12/01/98 SF 2,082.00 321,000.00 6.7500 0.0000 O R 440,000.00 11/01/98
108100557 Robison 01/01/99 SF 1,602.37 232,000.00 7.3750 0.2875 O P 290,000.00 11/01/98
108100559 Pham 12/01/98 SF 2,262.03 340,000.00 7.0000 0.0025 O R 460,000.00 11/01/98
108100617 Smetana 12/01/98 SF 1,656.60 249,000.00 7.0000 0.0025 O R 545,000.00 11/01/98
108100628 Zhou 12/01/98 SF 1,788.59 255,800.00 7.5000 0.4125 O R 320,000.00 11/01/98
108100672 Tonkin 12/01/98 SF 2,687.77 394,000.00 7.2500 0.1625 O C 1,275,000.00 11/01/98
108100695 Walters 12/01/98 SF 3,469.65 515,000.00 7.1250 0.0375 O C 850,000.00 11/01/98
108100765 Richardson 12/01/98 SF 1,760.57 268,000.00 6.8750 0.0000 O R 475,000.00 11/01/98
108100767 Nguyen 01/01/99 SF 2,512.67 355,000.00 7.6250 0.5375 O P 495,000.00 11/01/98
108100882 Nacht 01/01/99 SF 1,822.98 277,500.00 6.8750 0.0000 O R 475,000.00 11/01/98
208060009 Sirdofsky 09/01/98 SF 1,979.44 272,432.66 7.8750 0.7875 O R 550,000.00 11/01/98
208060211 Wilcox 09/01/98 SF 1,722.04 237,006.44 7.8750 0.7875 O P 290,000.00 11/01/98
208060437 Nguyen 10/01/98 SF 1,535.91 216,684.89 7.6250 0.5375 O R 340,000.00 11/01/98
208060730 Bismanovsky 09/01/98 SF 2,378.49 331,292.48 7.7500 0.6625 O R 425,000.00 11/01/98
208060773 Avila 10/01/98 SF 1,616.92 239,615.01 7.1250 0.0375 O C 300,000.00 11/01/98
208070052 Spinrad 12/01/98 SF 2,786.69 424,200.00 6.8750 0.0000 O R 625,000.00 11/01/98
208070059 Gaerlan 01/01/99 SF 1,760.88 254,950.00 7.3750 0.2875 O P 284,000.00 11/01/98
208070155 Drolet 09/01/98 2F 2,548.11 382,052.67 7.0000 0.0025 O R 690,000.00 11/01/98
208070171 Sip 09/01/98 SF 2,235.21 311,335.11 7.7500 0.6625 O C 392,000.00 11/01/98
208070180 Feeney 10/01/98 SF 1,647.75 229,674.29 7.7500 0.6625 O P 390,500.00 11/01/98
208070255 Hong 11/01/98 SF 1,691.80 247,806.54 7.2500 0.1625 O C 325,000.00 11/01/98
208070411 Catolico 10/01/98 SF 1,786.49 255,119.58 7.5000 0.4125 O P 270,000.00 11/01/98
208070418 Thorbrogger 10/01/98 SF 2,242.07 336,445.92 7.0000 0.0025 O C 424,000.00 11/01/98
208070559 Liepold 12/01/98 SF 2,610.75 378,000.00 7.3750 0.2875 O P 472,500.00 11/01/98
208070571 Matar Jr. 12/01/98 SF 1,876.15 282,000.00 7.0000 0.0025 O P 354,000.00 11/01/98
208070574 Kopansky 10/01/98 SF 2,030.19 279,613.35 7.8750 0.7875 O C 350,000.00 11/01/98
208070599 Singh 10/01/98 SF 2,036.40 216,693.47 7.6250 0.5375 O R 273,000.00 11/01/98
208070621 Mc Cormick 10/01/98 SF 1,610.29 229,957.10 7.5000 0.4125 O P 243,000.00 11/01/98
208070650 Dhiman 10/01/98 SF 2,077.37 293,073.80 7.6250 0.5375 O P 310,000.00 11/01/98
208070706 Nguyen 10/01/98 SF 3,223.86 449,362.74 7.7500 0.6625 O C 600,000.00 11/01/98
208080026 Allsbrook 11/01/98 SF 1,826.70 261,056.11 7.5000 0.4125 O P 275,000.00 11/01/98
208080090 Lorenzini 10/01/98 SF 2,544.99 350,515.30 7.8750 0.7875 O C 445,000.00 11/01/98
208080103 Clark 10/01/98 2F 2,062.44 309,490.31 7.0000 0.0025 O C 630,000.00 11/01/98
208080127 Leung 10/01/98 SF 3,954.81 571,725.92 7.3750 0.2875 O P 818,000.00 11/01/98
208080134 Cohen 10/01/98 SF 3,177.11 459,297.80 7.3750 0.2875 O C 600,000.00 11/01/98
208080138 Norland 10/01/98 CO 2,349.83 327,535.51 7.7500 0.6625 O C 410,000.00 11/01/98
208080168 Quan 12/01/98 SF 1,408.83 192,000.00 8.0000 0.9125 N C 310,000.00 11/01/98
208080226 Finnigan 10/01/98 SF 2,351.75 339,980.22 7.3750 0.2875 O R 845,000.00 11/01/98
208080266 Kauffman 11/01/98 SF 1,739.12 194,378.07 6.8750 0.0000 O C 410,000.00 11/01/98
208080279 Brown 10/01/98 SF 2,292.52 319,546.84 7.7500 0.6625 O C 400,000.00 11/01/98
208080302 Bowling 11/01/98 SF 3,308.33 478,635.52 7.3750 0.2875 O C 612,000.00 11/01/98
</TABLE>
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYPE
- ---------------------------------------------
108100284 Vu 0.2350 6.7525 F
108100289 Tan 0.3250 7.1625 F
108100297 Olsen 0.3250 7.4125 F
108100301 Young 0.3250 7.1625 I
108100364 Anderle 0.3250 6.7875 F
108100437 Miller 0.3250 7.0375 F
108100439 Bettencourt 0.2350 6.7525 F
108100450 Koenig 0.2350 6.7525 F
108100502 Le 0.2350 6.7525 F
108100521 Kubo 0.2000 6.5375 F
108100557 Robison 0.3250 7.0375 F
108100559 Pham 0.2350 6.7525 F
108100617 Smetana 0.2350 6.7525 F
108100628 Zhou 0.3250 7.1625 F
108100672 Tonkin 0.3250 6.9125 F
108100695 Walters 0.3250 6.7875 F
108100765 Richardson 0.2000 6.6625 F
108100767 Nguyen 0.3250 7.2875 F
108100882 Nacht 0.2000 6.6625 F
208060009 Sirdofsky 0.3250 7.5375 I
208060211 Wilcox 0.3250 7.5375 F
208060437 Nguyen 0.3250 7.2875 I
208060730 Bismanovsky 0.3250 7.4125 I
208060773 Avila 0.3250 6.7875 F
208070052 Spinrad 0.2000 6.6625 I
208070059 Gaerlan 0.3250 7.0375 F
208070155 Drolet 0.2350 6.7525 F
208070171 Sip 0.3250 7.4125 F
208070180 Feeney 0.3250 7.4125 N
208070255 Hong 0.3250 6.9125 F
208070411 Catolico 0.3250 7.1625 F
208070418 Thorbrogger 0.2350 6.7525 F
208070559 Liepold 0.3250 7.0375 F
208070571 Matar Jr. 0.2350 6.7525 F
208070574 Kopansky 0.3250 7.5375 F
208070599 Singh 0.3250 7.2875 I
208070621 Mc Cormick 0.3250 7.1625 F
208070650 Dhiman 0.3250 7.2875 F
208070706 Nguyen 0.3250 7.4125 F
208080026 Allsbrook 0.3250 7.1625 F
208080090 Lorenzini 0.3250 7.5375 F
208080103 Clark 0.2350 6.7525 F
208080127 Leung 0.3250 7.0375 I
208080134 Cohen 0.3250 7.0375 F
208080138 Norland 0.3250 7.4125 F
208080168 Quan 0.3250 7.6625 R
208080226 Finnigan 0.3250 7.0375 I
208080266 Kauffman 0.2000 6.6625 N
208080279 Brown 0.3250 7.4125 F
208080302 Bowling 0.3250 7.0375 F
Page 3 of 16
<PAGE>
<TABLE>
<CAPTION>
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
208080306 Cummings 5348 Meadow Wood Place Concord CA 94521 360 232,000.00 7.3750
208080315 Mcmahon 120 Gabarda Way Portola Valley CA 94028 360 500,000.00 7.1250
208080319 Intuprapa 3347 La Selva San Mateo CA 94403 360 144,800.00 7.6250
208080331 Lakes 2335 Mt. Davidson Drive San Jose CA 95124 360 248,800.00 7.7500
208080336 Curameng 666 San Diego Avenue Daly City CA 94014 360 196,000.00 7.8750
208080339 Hettrich 126 San Felipe Avenue San Francisco CA 94127 360 500,000.00 7.2500
208080363 Stouffer 9 Courtney Lane Danville CA 94506 360 488,000.00 7.2500
208080372 Meylan 150 Willow Avenue Corte Madera CA 94925 360 313,000.00 6.8750
208080373 Graybeal 470 Stonefield Court San Jose CA 95136 360 300,000.00 7.5000
208080411 Raaker 1465 Gable Court Tracy CA 95376 360 246,950.00 6.8750
208080470 Barbour 647 Glenwood Avenue Mill Valley CA 94941 360 280,000.00 7.8750
208080489 Hansen 4600 Crow Canyon Place Castro Valley CA 94552 360 340,000.00 7.0000
208080528 Farrow 730 Colusa Avenue El Cerrito CA 94530 360 244,000.00 7.5000
208080538 Tang 510 La Casa Avenue San Mateo CA 94403 360 382,500.00 7.5000
208080591 Brandt 544 Bayview Avenue Millbrae CA 94030 360 295,000.00 7.2500
208080623 Busot 408410 Waller Street San Francisco CA 94117 360 360,000.00 7.6250
208090009 Cabico 1977 Marsh Creek Court Santa Rosa CA 94503 360 150,000.00 7.7500
208090043 Nguyen 302 Coty Way San Jose CA 95136 180 122,000.00 7.2500
208090062 Fauss 3737 Sky Court San Mateo CA 94403 360 292,500.00 6.8750
208090067 Desuyo 9 Lycett Court Daly City CA 94015 360 259,000.00 7.3750
208090069 Tuscano 98 Menlo Avenue Daly City CA 94015 360 213,500.00 7.6250
208090079 Poling 987 Hawthorn Drive Lafayette CA 94549 360 284,800.00 7.7500
208090101 Sanchez 2013 Olivia Court Pleasanton CA 94588 360 270,000.00 7.3750
208090109 Blonigan 32478 Monterey Drive Union City CA 94587 360 359,200.00 7.2500
208090118 Wisler 1242 Dorchester Lane San Jose CA 95118 360 250,000.00 7.1250
208090119 Helmig 364 Devonshire Boulevard San Carlos CA 94070 360 540,000.00 8.2500
208090120 Seshappan 5468 Shattuck Avenue Fremont CA 94555 360 323,200.00 7.3750
208090126 Rajala 12 Red Maple Place Danville CA 94506 360 480,000.00 7.5000
208090128 Duval 4335 Opal Cliff Drive Santa Cruz CA 95062 360 260,000.00 6.8750
208090141 Boyenga 1010 25Th Avenue Oakland CA 94601 180 54,000.00 7.6250
208090158 Salinda Jr. 2545 Ardee Lane South San Francisco CA 94080 360 333,000.00 7.5000
208090167 Rushmeyer 429 Colony Knoll Drive San Jose CA 95123 360 164,000.00 7.1250
208090171 Schooley 480 Oakshire Place Alamo CA 94507 360 628,000.00 7.0000
208090172 Davis 1280 Mountain Quail Circle San Jose CA 95120 360 394,400.00 7.2500
208090175 Huynh 2987 Capewood Lane San Jose CA 95132 360 216,250.00 7.8750
208090177 Steere 4145 Segunda Drive Carmel CA 93923 360 320,000.00 7.6250
208090179 Judd 3534 Jefferson Avenue Redwood City CA 94062 360 270,000.00 7.2500
208090185 Garcia 5920 Cabral Avenue San Jose CA 95123 360 292,600.00 7.1250
208090198 Connolly Jr. 30093011 Van Ness Avenue San Francisco CA 94123 360 650,000.00 7.2500
208090215 Le Blanc 4089 Amos Way San Jose CA 95135 360 260,800.00 7.7500
208090251 Kang 2121 Goldenrod Lane San Ramon CA 94583 360 340,000.00 7.3750
208090258 Johansen 2632 Bush Street San Francisco CA 94115 360 308,000.00 7.2500
208090260 Isaacson 17 Via Capistrano Tiburon CA 94920 360 560,000.00 7.2500
208090272 Bernhardt 845 Rebecca Circle Watsonville CA 95076 360 204,400.00 7.5000
208090302 Bergin 8584 Peachtree Avenue Newark CA 94560 360 260,000.00 7.2500
208090305 Casquejo 25061 Sausalito Street Laguna Hills CA 92653 360 275,000.00 7.0000
208090313 Pon 4643 Hampshire Way Fremont CA 94538 360 261,000.00 7.2500
208090314 Toney 3390 Awalt Drive Mountain View CA 94040 360 455,000.00 7.3750
208090325 Montague 3737 Cherryvale Avenue Soquel CA 95073 360 354,000.00 7.2500
208090326 Allard 818 Sugarpine Avenue Sunnyvale CA 94086 360 334,400.00 7.0000
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME FPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
208080306 Cummings 10/01/98 SF 1,602.37 231,645.85 7.3750 0.2875 O C 295,000.00 11/01/98
208080315 Mcmahon 01/01/99 SF 3,368.59 500,000.00 7.1250 0.0375 O C 675,000.00 11/01/98
208080319 Intuprapa 11/01/98 CO 1,024.89 144,695.20 7.6250 0.5375 O P 152,500.00 11/01/98
208080331 Lakes 10/01/98 SF 1,782.43 248,447.67 7.7500 0.6625 O C 311,000.00 11/01/98
208080336 Curameng 12/01/98 SF 1,421.14 196,000.00 7.8750 0.7875 O P 255,000.00 11/01/98
208080339 Hettrich 10/01/98 SF 3,410.88 499,217.55 7.2500 0.1625 O C 650,000.00 11/01/98
208080363 Stouffer 11/01/98 SF 3,329.02 487,619.31 7.2500 0.1625 O C 610,000.00 11/01/98
208080372 Meylan 11/01/98 SF 2,056.19 312,737.04 6.8750 0.0000 O R 430,000.00 11/01/98
208080373 Graybeal 11/01/98 SF 2,097.64 299,777.36 7.5000 0.4125 O C 375,000.00 11/01/98
208080411 Raaker 12/01/98 SF 1,622.29 246,950.00 6.8750 0.0000 O P 260,000.00 11/01/98
208080470 Barbour 11/01/98 SF 2,030.19 279,807.31 7.8750 0.7875 O P 350,000.00 11/01/98
208080489 Hansen 11/01/98 SF 2,262.03 339,721.30 7.0000 0.0025 O C 425,000.00 11/01/98
208080528 Farrow 11/01/98 SF 1,706.08 243,818.92 7.5000 0.4125 N C 305,000.00 11/01/98
208080538 Tang 11/01/98 SF 2,674.50 382,216.13 7.5000 0.4125 O P 510,000.00 11/01/98
208080591 Brandt 11/01/98 SF 2,012.42 294,769.87 7.2500 0.1625 O C 385,000.00 11/01/98
208080623 Busot 11/01/98 2F 2,548.06 359,739.44 7.6250 0.5375 O C 455,000.00 11/01/98
208090009 Cabico 11/01/98 SF 1,074.62 149,894.13 7.7500 0.6625 O C 225,000.00 11/01/98
208090043 Nguyen 12/01/98 SF 1,113.69 122,000.00 7.2500 0.1625 N R 299,000.00 11/01/98
208090062 Fauss 12/01/98 SF 1,921.52 292,500.00 6.8750 0.0000 O C 460,000.00 11/01/98
208090067 Desuyo 12/01/98 SF 1,788.85 259,000.00 7.3750 0.2875 O C 335,000.00 11/01/98
208090069 Tuscano 11/01/98 SF 1,511.14 213,345.47 7.6250 0.5375 O R 280,000.00 11/01/98
208090079 Poling 11/01/98 SF 2,040.34 284,598.99 7.7500 0.6625 O C 356,000.00 11/01/98
208090101 Sanchez 12/01/98 SF 1,864.82 270,000.00 7.3750 0.2875 O C 360,000.00 11/01/98
208090109 Blonigan 11/01/98 SF 2,450.38 358,919.79 7.2500 0.1625 O C 468,500.00 11/01/98
208090118 Wisler 11/01/98 SF 1,684.30 249,800.08 7.1250 0.0375 O C 320,000.00 11/01/98
208090119 Helmig 12/01/98 SF 4,056.84 540,000.00 8.2500 1.1625 O C 1,050,000.00 11/01/98
208090120 Seshappan 12/01/98 SF 2,232.26 323,200.00 7.3750 0.2875 O C 404,000.00 11/01/98
208090126 Rajala 11/01/98 SF 3,356.23 479,643.77 7.5000 0.4125 O C 600,000.00 11/01/98
208090128 Duval 12/01/98 SF 1,708.01 260,000.00 6.8750 0.0000 O C 375,000.00 11/01/98
208090141 Boyenga 12/01/98 SF 504.43 54,000.00 7.6250 0.5375 N P 72,000.00 11/01/98
208090158 Salinda Jr. 11/01/98 SF 2,328.38 332,752.87 7.5000 0.4125 O R 370,000.00 11/01/98
208090167 Rushmeyer 11/01/98 CO 1,104.90 163,868.85 7.1250 0.0375 O C 205,000.00 11/01/98
208090171 Schooley 12/01/98 SF 4,178.10 628,000.00 7.0000 0.0025 O R 1,100,000.00 11/01/98
208090172 Davis 11/01/98 SF 2,690.50 394,092.33 7.2500 0.1625 O C 493,000.00 11/01/98
208090175 Huynh 12/01/98 SF 1,567.96 216,250.00 7.8750 0.7875 N C 280,000.00 11/01/98
208090177 Steere 11/01/98 SF 2,264.94 319,768.39 7.6250 0.5375 O C 400,000.00 11/01/98
208090179 Judd 12/01/98 SF 1,841.88 270,000.00 7.2500 0.1625 O C 460,000.00 11/01/98
208090185 Garcia 12/01/98 SF 1,971.30 292,600.00 7.1250 0.0375 O P 308,000.00 11/01/98
208090198 Connolly Jr. 11/01/98 2F 4,434.15 649,492.94 7.2500 0.1625 O C 920,000.00 11/01/98
208090215 Le Blanc 12/01/98 SF 1,868.40 260,800.00 7.7500 0.6625 O C 326,000.00 11/01/98
208090251 Kang 11/01/98 SF 2,348.30 339,741.29 7.3750 0.2875 O C 425,000.00 11/01/98
208090258 Johansen 12/01/98 SF 2,101.10 308,000.00 7.2500 0.1625 O R 650,000.00 11/01/98
208090260 Isaacson 12/01/98 SF 3,820.19 560,000.00 7.2500 0.1625 O C 1,110,000.00 11/01/98
208090272 Bernhardt 11/01/98 SF 1,429.19 204,248.31 7.5000 0.4125 O P 292,000.00 11/01/98
208090302 Bergin 12/01/98 SF 1,773.66 260,000.00 7.2500 0.1625 O C 365,000.00 11/01/98
208090305 Casquejo 12/01/98 SF 1,829.58 275,000.00 7.0000 0.0025 O R 450,000.00 11/01/98
208090313 Pon 12/01/98 SF 1,780.48 261,000.00 7.2500 0.1625 O R 276,000.00 11/01/98
208090314 Toney 12/01/98 SF 3,142.57 455,000.00 7.3750 0.2875 O C 665,000.00 11/01/98
208090325 Montague 11/01/98 SF 2,414.90 353,723.85 7.2500 0.1625 O R 464,000.00 11/01/98
208090326 Allard 12/01/98 SF 2,224.77 334,400.00 7.0000 0.0025 O P 418,000.00 11/01/98
</TABLE>
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYPE
- -----------------------------------------------
208080306 Cummings 0.3250 7.0375 F
208080315 Mcmahon 0.3250 6.7875 F
208080319 Intuprapa 0.3250 7.2875 F
208080331 Lakes 0.3250 7.4125 F
208080336 Curameng 0.3250 7.5375 F
208080339 Hettrich 0.3250 6.9125 F
208080363 Stouffer 0.3250 6.9125 F
208080372 Meylan 0.2000 6.6625 F
208080373 Graybeal 0.3250 7.1625 F
208080411 Raaker 0.2000 6.6625 F
208080470 Barbour 0.3250 7.5375 I
208080489 Hansen 0.2350 6.7525 F
208080528 Farrow 0.3250 7.1625 F
208080538 Tang 0.3250 7.1625 R
208080591 Brandt 0.3250 6.9125 F
208080623 Busot 0.3250 7.2875 F
208090009 Cabico 0.3250 7.4125 N
208090043 Nguyen 0.3250 6.9125 I
208090062 Fauss 0.2000 6.6625 F
208090067 Desuyo 0.3250 7.0375 F
208090069 Tuscano 0.3250 7.2875 F
208090079 Poling 0.3250 7.4125 F
208090101 Sanchez 0.3250 7.0375 F
208090109 Blonigan 0.3250 6.9125 F
208090118 Wisler 0.3250 6.7875 F
208090119 Helmig 0.3250 7.9125 I
208090120 Seshappan 0.3250 7.0375 F
208090126 Rajala 0.3250 7.1625 F
208090128 Duval 0.2000 6.6625 F
208090141 Boyenga 0.3250 7.2875 I
208090158 Salinda Jr. 0.3250 7.1625 F
208090167 Rushmeyer 0.3250 6.7875 I
208090171 Schooley 0.2350 6.7525 F
208090172 Davis 0.3250 6.9125 F
208090175 Huynh 0.3250 7.5375 F
208090177 Steere 0.3250 7.2875 F
208090179 Judd 0.3250 6.9125 F
208090185 Garcia 0.3250 6.7875 F
208090198 Connolly Jr. 0.3250 6.9125 F
208090215 Le Blanc 0.3250 7.4125 F
208090251 Kang 0.3250 7.0375 F
208090258 Johansen 0.3250 6.9125 F
208090260 Isaacson 0.3250 6.9125 I
208090272 Bernhardt 0.3250 7.1625 N
208090302 Bergin 0.3250 6.9125 F
208090305 Casquejo 0.2350 6.7525 F
208090313 Pon 0.3250 6.9125 F
208090314 Toney 0.3250 7.0375 F
208090325 Montague 0.3250 6.9125 I
208090326 Allard 0.2350 6.7525 F
Page 4 of 16
<PAGE>
<TABLE>
<CAPTION>
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
208090327 Benassini 500 Iris Lane San Ramon CA 94583 360 400,000.00 7.8750
208090328 Fryhoff 112 Barberry Lane San Ramon CA 94583 360 445,000.00 6.8750
208090356 Barker 3321 Dover Road Redwood City CA 94061 360 298,500.00 7.5000
208090368 Sirulnick 18 Bayview Avenue Mill Valley CA 94941 360 312,500.00 7.3750
208090371 Donovan 172 Chetwood Drive Mountain View CA 94043 360 405,000.00 7.2500
208090372 Ferrigno 1221 Swordfish Street Foster City CA 94404 360 256,000.00 7.1250
208090379 Wilson 1634 Hallbrook Drive San Jose CA 95124 360 293,600.00 7.2500
208090391 Lu 3607 Slopeview Drive San Jose CA 95148 360 288,000.00 6.8750
208090395 Amores 7510 May Way San Ramon CA 94583 360 255,000.00 7.5000
208090447 Tadevich 2460 Scarlett Road Gilroy CA 95020 360 332,400.00 7.1250
208090448 Stenzel 5250 East Lakeshore Drive San Ramon CA 94583 360 300,000.00 7.0000
208090450 Du 2690 Sycamore Grove Place San Jose CA 95121 360 466,000.00 7.7500
208090457 Saunders 4580 Quarter Lane Oakley CA 94561 360 256,000.00 7.5000
208090459 Bautista 210 Santa Clara Avenue Alameda CA 94501 360 206,000.00 7.7500
208090463 Gottlieb 1272 Simmons Lane Novato CA 94945 360 313,000.00 7.3750
208090480 Chotani 20361 Via San Marino Cupertino CA 95014 360 450,000.00 7.2500
208090490 Osterloh 341 Castle Crest Road Alamo CA 94507 360 499,200.00 7.6250
208090511 Ricco 1018 Nightfall Court San Jose CA 95120 360 444,000.00 7.2500
208090514 Simms 999 La Mesa Terrace Sunnyvale CA 94086 360 316,000.00 6.8750
208090524 Parish 614 Torwood Lane Los Altos CA 94022 360 626,250.00 7.3750
208090554 Shahab 311 Nob Hill Drive Walnut Creek CA 94596 360 322,000.00 7.1250
208090555 Soriano 1212 Mayberry Lane San Jose CA 95131 360 367,500.00 7.2500
208090570 Anderson 5861 Bridle Way San Jose CA 95123 360 285,000.00 7.1250
208090582 Vo 3921 Honolulu Court San Jose CA 95119 360 242,000.00 7.3750
208090583 Khorashadi 1548 Primrose Way Cupertino CA 95014 360 360,000.00 7.1250
208090588 Lang Jr. 448 Knollcrest Avenue San Jose CA 95138 360 266,400.00 7.1250
208090591 Gopinath 10 Chapparal Court San Ramon CA 94583 360 346,700.00 7.2500
208090600 Nguyen 1686 Via Campo Verde San Jose CA 95120 360 367,000.00 7.2500
208090620 Smith 237 Hermosa Avenue Oakland CA 94618 360 320,000.00 7.0000
208090622 Barreras 4380 Callan Boulevard Daly City CA 94015 360 276,000.00 7.1250
208090624 Kang 6735 Elwood Road San Jose CA 95120 360 300,000.00 7.0000
208090628 Riley 2090 Braemar Road Oakland CA 94602 360 376,000.00 7.5000
208090632 Malloy 1695 Clovis Avenue San Jose CA 95124 360 297,000.00 7.3750
208090647 Vardaro 2300 Slater Street Santa Rosa CA 95404 360 151,000.00 7.2500
208090660 Shaposhnikov 736738 44Th Avenue San Francisco CA 94121 360 364,000.00 7.3750
208090676 Lambidakis 3900 Maybee Lane Santa Cruz CA 95065 360 400,000.00 7.0000
208090678 Robinson 27 Sheridan Road Oakland CA 94618 360 335,150.00 7.2500
208090704 Arbabaraghi 4331 Diavila Avenue Pleasanton CA 94588 360 285,600.00 7.3750
208090706 Wornum 1823 Alameda Avenue Alameda CA 94501 360 440,000.00 7.2500
208090709 Jen 568 Kelly Way Palo Alto CA 94306 360 442,000.00 7.1250
208090710 Abraham 5019 New Trier Avenue San Jose CA 95136 360 304,100.00 7.8750
208090715 Jensen 3 Aster Court Mill Valley CA 94941 360 300,000.00 7.3750
208090723 Hicks 2805 Pleasant Vallley Road Aptos CA 95003 360 470,000.00 7.3750
208090726 Gu 686 Fairlane Avenue Santa Clara CA 95051 360 260,000.00 7.3750
208090732 Schnider 2804 Benvenue Avenue Berkeley CA 94705 360 347,000.00 7.2500
208090739 Brown 170 Walter Hays Drive Palo Alto CA 94303 360 545,000.00 7.0000
208090745 Yu 34170 Audrey Court Fremont CA 94555 360 195,000.00 8.2500
208090746 Gebhart 110 Tanoak Drive Portola Valley CA 94028 360 375,000.00 7.0000
208090817 Kriscunas 916 Kennedy Drive Capitola CA 95010 360 284,000.00 6.8750
208090832 Blackford 225 Whitehaven Way Martinez CA 94553 360 303,000.00 7.0000
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME FPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
208090327 Benassini 11/01/98 SF 2,900.28 399,724.72 7.8750 0.7875 N P 530,000.00 11/01/98
208090328 Fryhoff 12/01/98 SF 2,923.33 445,000.00 6.8750 0.0000 O R 640,000.00 11/01/98
208090356 Barker 11/01/98 SF 2,087.16 298,278.47 7.5000 0.4125 O R 410,000.00 11/01/98
208090368 Sirulnick 11/01/98 SF 2,158.36 312,262.21 7.3750 0.2875 O R 750,000.00 11/01/98
208090371 Donovan 11/01/98 SF 2,762.81 404,684.06 7.2500 0.1625 O C 544,000.00 11/01/98
208090372 Ferrigno 12/01/98 SF 1,724.72 256,000.00 7.1250 0.0375 O R 420,000.00 11/01/98
208090379 Wilson 11/01/98 SF 2,002.87 293,370.96 7.2500 0.1625 O C 367,000.00 11/01/98
208090391 Lu 12/01/98 SF 1,891.96 288,000.00 6.8750 0.0000 O P 375,000.00 11/01/98
208090395 Amores 12/01/98 SF 1,783.00 255,000.00 7.5000 0.4125 O P 372,000.00 11/01/98
208090447 Tadevich 12/01/98 SF 2,239.44 332,400.00 7.1250 0.0375 O R 425,000.00 11/01/98
208090448 Stenzel 12/01/98 SF 1,995.91 300,000.00 7.0000 0.0025 O P 398,500.00 11/01/98
208090450 Du 11/01/98 SF 3,338.48 465,671.10 7.7500 0.6625 O P 583,000.00 11/01/98
208090457 Saunders 11/01/98 SF 1,789.99 255,810.01 7.5000 0.4125 O P 320,000.00 11/01/98
208090459 Bautista 12/01/98 SF 1,475.81 206,000.00 7.7500 0.6625 O C 265,000.00 11/01/98
208090463 Gottlieb 11/01/98 SF 2,161.81 312,761.83 7.3750 0.2875 O R 405,000.00 11/01/98
208090480 Chotani 12/01/98 SF 3,069.79 450,000.00 7.2500 0.1625 O C 635,000.00 11/01/98
208090490 Osterloh 12/01/98 SF 3,533.31 499,200.00 7.6250 0.5375 O P 625,000.00 11/01/98
208090511 Ricco 11/01/98 SF 3,028.86 443,653.64 7.2500 0.1625 O C 630,000.00 11/01/98
208090514 Simms 11/01/98 CO 2,075.90 315,734.52 6.8750 0.0000 O C 395,000.00 11/01/98
208090524 Parish 11/01/98 SF 4,325.35 625,773.48 7.3750 0.2875 O R 835,000.00 11/01/98
208090554 Shahab 12/01/98 SF 2,169.37 322,000.00 7.1250 0.0375 O R 420,000.00 11/01/98
208090555 Soriano 01/01/99 SF 2,507.00 367,500.00 7.2500 0.1625 O P 460,000.00 11/01/98
208090570 Anderson 11/01/98 SF 1,920.10 284,772.09 7.1250 0.0375 O P 317,000.00 11/01/98
208090582 Vo 12/01/98 SF 1,671.43 242,000.00 7.3750 0.2875 O C 310,000.00 11/01/98
208090583 Khorashadi 12/01/98 SF 2,425.39 360,000.00 7.1250 0.0375 O C 580,000.00 11/01/98
208090588 Lang Jr. 12/01/98 SF 1,794.79 266,400.00 7.1250 0.0375 O P 349,000.00 11/01/98
208090591 Gopinath 11/01/98 SF 2,365.11 346,429.54 7.2500 0.1625 O R 460,000.00 11/01/98
208090600 Nguyen 12/01/98 SF 2,503.59 367,000.00 7.2500 0.1625 O R 550,000.00 11/01/98
208090620 Smith 12/01/98 SF 2,128.97 320,000.00 7.0000 0.0025 O C 420,000.00 11/01/98
208090622 Barreras 12/01/98 SF 1,859.46 276,000.00 7.1250 0.0375 O C 345,000.00 11/01/98
208090624 Kang 12/01/98 SF 1,995.91 300,000.00 7.0000 0.0025 O R 597,000.00 11/01/98
208090628 Riley 11/01/98 SF 2,629.05 375,720.95 7.5000 0.4125 O C 470,000.00 11/01/98
208090632 Malloy 12/01/98 SF 2,051.31 297,000.00 7.3750 0.2875 O C 390,000.00 11/01/98
208090647 Vardaro 12/01/98 SF 1,030.09 151,000.00 7.2500 0.1625 O C 212,000.00 11/01/98
208090660 Shaposhnikov 12/01/98 2F 2,514.06 364,000.00 7.3750 0.2875 O R 580,000.00 11/01/98
208090676 Lambidakis 12/01/98 SF 2,661.21 400,000.00 7.0000 0.0025 O P 780,000.00 11/01/98
208090678 Robinson 12/01/98 SF 2,286.31 335,150.00 7.2500 0.1625 O R 500,000.00 11/01/98
208090704 Arbabaraghi 12/01/98 SF 1,972.57 285,600.00 7.3750 0.2875 O C 362,000.00 11/01/98
208090706 Wornum 12/01/98 SF 3,001.58 440,000.00 7.2500 0.1625 O C 550,000.00 11/01/98
208090709 Jen 12/01/98 SF 2,977.84 442,000.00 7.1250 0.0375 O C 552,500.00 11/01/98
208090710 Abraham 12/01/98 SF 2,204.94 304,100.00 7.8750 0.7875 O C 405,500.00 11/01/98
208090715 Jensen 12/01/98 SF 2,072.03 300,000.00 7.3750 0.2875 O C 720,000.00 11/01/98
208090723 Hicks 12/01/98 SF 3,246.17 470,000.00 7.3750 0.2875 O C 775,000.00 11/01/98
208090726 Gu 12/01/98 SF 1,795.76 260,000.00 7.3750 0.2875 O R 433,000.00 11/01/98
208090732 Schnider 12/01/98 SF 2,367.15 347,000.00 7.2500 0.1625 O R 470,000.00 11/01/98
208090739 Brown 12/01/98 SF 3,625.90 545,000.00 7.0000 0.0025 O R 1,100,000.00 11/01/98
208090745 Yu 12/01/98 SF 1,464.97 195,000.00 8.2500 1.1625 N C 260,000.00 11/01/98
208090746 Gebhart 12/01/98 SF 2,494.88 375,000.00 7.0000 0.0025 O C 850,000.00 11/01/98
208090817 Kriscunas 12/01/98 SF 1,865.68 284,000.00 6.8750 0.0000 O C 355,000.00 11/01/98
208090832 Blackford 12/01/98 SF 2,015.87 303,000.00 7.0000 0.0025 O R 950,000.00 11/01/98
</TABLE>
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYPE
- -----------------------------------------------
208090327 Benassini 0.3250 7.5375 F
208090328 Fryhoff 0.2000 6.6625 F
208090356 Barker 0.3250 7.1625 F
208090368 Sirulnick 0.3250 7.0375 I
208090371 Donovan 0.3250 6.9125 F
208090372 Ferrigno 0.3250 6.7875 F
208090379 Wilson 0.3250 6.9125 F
208090391 Lu 0.2000 6.6625 I
208090395 Amores 0.3250 7.1625 F
208090447 Tadevich 0.3250 6.7875 F
208090448 Stenzel 0.2350 6.7525 F
208090450 Du 0.3250 7.4125 I
208090457 Saunders 0.3250 7.1625 I
208090459 Bautista 0.3250 7.4125 R
208090463 Gottlieb 0.3250 7.0375 F
208090480 Chotani 0.3250 6.9125 F
208090490 Osterloh 0.3250 7.2875 I
208090511 Ricco 0.3250 6.9125 F
208090514 Simms 0.2000 6.6625 F
208090524 Parish 0.3250 7.0375 F
208090554 Shahab 0.3250 6.7875 F
208090555 Soriano 0.3250 6.9125 F
208090570 Anderson 0.3250 6.7875 F
208090582 Vo 0.3250 7.0375 F
208090583 Khorashadi 0.3250 6.7875 F
208090588 Lang Jr. 0.3250 6.7875 F
208090591 Gopinath 0.3250 6.9125 F
208090600 Nguyen 0.3250 6.9125 F
208090620 Smith 0.2350 6.7525 F
208090622 Barreras 0.3250 6.7875 F
208090624 Kang 0.2350 6.7525 F
208090628 Riley 0.3250 7.1625 F
208090632 Malloy 0.3250 7.0375 F
208090647 Vardaro 0.3250 6.9125 I
208090660 Shaposhnikov 0.3250 7.0375 I
208090676 Lambidakis 0.2350 6.7525 F
208090678 Robinson 0.3250 6.9125 F
208090704 Arbabaraghi 0.3250 7.0375 F
208090706 Wornum 0.3250 6.9125 F
208090709 Jen 0.3250 6.7875 F
208090710 Abraham 0.3250 7.5375 R
208090715 Jensen 0.3250 7.0375 F
208090723 Hicks 0.3250 7.0375 F
208090726 Gu 0.3250 7.0375 F
208090732 Schnider 0.3250 6.9125 F
208090739 Brown 0.2350 6.7525 F
208090745 Yu 0.3250 7.9125 I
208090746 Gebhart 0.2350 6.7525 F
208090817 Kriscunas 0.2000 6.6625 F
208090832 Blackford 0.2350 6.7525 I
Page 5 of 16
<PAGE>
<TABLE>
<CAPTION>
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
208090839 Norori 24 Santa Fe Avenue San Francisco CA 94124 360 256,500.00 6.8750
208090859 Tahriri 2812 Newlands Avenue Belmont CA 94002 180 320,000.00 6.8750
208090860 Chan 5124 Desmond Street Oakland CA 94618 360 256,000.00 6.8750
208090877 Panlasigui 2412 Villa Nueva Way Mountain View CA 94040 360 300,000.00 7.2500
208090893 Chavez 1625 Diel Drive Milpitas CA 95035 360 200,000.00 8.0000
208100013 Nguyen 5817 Chambertin Drive San Jose CA 95118 360 284,000.00 7.2500
208100020 Bear 77 Crest Drive Watsonville CA 95076 360 510,000.00 7.7500
208100095 Duckering 285 Firestone Drive Walnut Creek CA 94598 360 300,000.00 7.2500
208100102 Tischer 611 Park Hill Road Danville CA 94526 360 317,000.00 7.1250
208100108 Davis 2066 Dublin Way San Mateo CA 94403 360 265,000.00 7.2500
208100109 Harden 360 S. Thirteenth Street San Jose CA 95112 360 240,000.00 7.7500
208100114 Makowsky 500 Magellan Avenue San Francisco CA 94116 360 385,000.00 7.1250
208100118 HeadGordon 710 Miner Road Orinda CA 94563 360 444,000.00 7.2500
208100159 Finer 21 Oakhaven Way Woodside CA 94062 360 809,000.00 7.0000
208100173 Tran 1837 Montage Court San Jose CA 95131 360 275,000.00 7.1250
208100176 Green 2 Hartwood Court Lafayette CA 94549 360 471,600.00 7.1250
208100195 Szeto 1410 Braebridge Road San Jose CA 95131 360 254,000.00 7.5000
208100215 Yang 2814 Monte Cresta Way San Jose CA 95132 360 190,000.00 7.2500
208100219 Robinson 1676 Littleton Place Campbell CA 95008 360 470,000.00 7.3750
208100231 Dunham 20502052 Bush Street San Francisco CA 94115 360 320,000.00 7.0000
208100233 Yakushi 241 Port Royal Avenue Foster City CA 94404 360 464,000.00 6.7500
208100235 Wong 1522 Lawton Street San Francisco CA 94122 360 323,000.00 7.3750
208100238 Campbell 1218 Silva Lane Alameda CA 94502 360 261,000.00 7.0000
208100272 Pino 2535 Crestmoor Drive San Bruno CA 94066 360 246,600.00 7.3750
208100273 Carter 102 Dogwood Drive Walnut Creek CA 94598 360 269,600.00 7.1250
208100275 Edelman 2775 Mossy Oak Drive Danville CA 94506 360 423,750.00 7.2500
208100285 O'Brien 150 Hill Road Danville CA 94526 360 645,000.00 6.8750
208100289 Fleming 7380 Jaybrook Court Pleasanton CA 94588 360 301,000.00 7.8750
208100294 Rodgers 15520 Via Eduardo Morgan Hill CA 95037 360 258,300.00 7.1250
208100303 Parker 58 Wildwood Gardens Piedmont CA 94611 360 378,000.00 7.2500
208100315 O'Farrell 463 Waskow Drive San Jose CA 95123 360 264,600.00 7.3750
208100325 Hong 2527 Emerson Street San Francisco CA 94118 360 485,000.00 7.3750
208100327 Mac Leod 218 Pacific Avenue Piedmont CA 94611 360 400,000.00 7.0000
208100333 Arlie 36843 Dauphine Avenue Fremont CA 94536 360 270,250.00 7.1250
208100334 Das 2917 Regent Street Berkeley CA 94705 360 376,600.00 7.3750
208100349 Robinson 3240 Blackhawk Meadow Drive Danville CA 94506 360 490,000.00 7.1250
208100374 Ziedman 931 Mendocino Avenue Berkeley CA 94707 360 493,000.00 7.2500
208100390 Elliott 239 Harding Avenue Los Gatos CA 95030 360 590,000.00 7.2500
208100397 Bailowitz 911 Shattuck Avenue Berkeley CA 94707 360 248,700.00 7.0000
208100428 Tran 368 Moretti Lane Milpitas CA 95035 360 278,350.00 7.2500
208100432 Iida 110 Juanita Woods Road Boulder Creek CA 95006 360 240,000.00 7.0000
208100438 Keefer 35 Primrose Way San Ramon CA 94583 360 423,000.00 7.0000
208100442 Oka 17870 Holiday Drive Morgan Hill CA 95037 360 272,000.00 6.7500
208100444 Lowe 2160 Vizcaya Circle San Jose CA 95124 360 379,000.00 7.0000
208100447 Chow 4006 West Rincon Avenue Campbell CA 95008 360 277,500.00 7.0000
208100474 Raker 21 Oakdale Avenue Mill Valley CA 94941 360 425,000.00 7.2500
208100485 Brown 43921 Pine Court Fremont CA 94539 360 362,000.00 7.1250
208100489 Do 4814 Plainfield Drive San Jose CA 95111 360 253,600.00 7.2500
208100509 Sun 823 Ramona Avenue Albany CA 94706 360 262,400.00 7.2500
208100518 Cutler 134 Sunnyside Avenue Piedmont CA 94611 360 263,200.00 7.3750
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME FPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
208090839 Norori 12/01/98 SF 1,685.02 256,500.00 6.8750 0.0000 O P 285,000.00 11/01/98
208090859 Tahriri 12/01/98 SF 2,853.93 320,000.00 6.8750 0.0000 O C 640,000.00 11/01/98
208090860 Chan 12/01/98 SF 1,681.74 256,000.00 6.8750 0.0000 O P 320,000.00 11/01/98
208090877 Panlasigui 12/01/98 SF 2,046.53 300,000.00 7.2500 0.1625 O C 560,000.00 11/01/98
208090893 Chavez 12/01/98 SF 1,467.53 200,000.00 8.0000 0.9125 O C 300,000.00 11/01/98
208100013 Nguyen 12/01/98 SF 1,937.38 284,000.00 7.2500 0.1625 O C 447,000.00 11/01/98
208100020 Bear 12/01/98 SF 3,653.70 510,000.00 7.7500 0.6625 O P 681,000.00 11/01/98
208100095 Duckering 12/01/98 SF 2,046.53 300,000.00 7.2500 0.1625 O R 450,000.00 11/01/98
208100102 Tischer 12/01/98 SF 2,135.69 317,000.00 7.1250 0.0375 O C 492,000.00 11/01/98
208100108 Davis 12/01/98 SF 1,807.77 265,000.00 7.2500 0.1625 O C 370,000.00 11/01/98
208100109 Harden 12/01/98 SF 1,719.39 240,000.00 7.7500 0.6625 O C 300,000.00 11/01/98
208100114 Makowsky 12/01/98 SF 2,593.82 385,000.00 7.1250 0.0375 O C 725,000.00 11/01/98
208100118 HeadGordon 12/01/98 SF 3,028.86 444,000.00 7.2500 0.1625 O R 555,000.00 11/01/98
208100159 Finer 12/01/98 SF 5,382.30 809,000.00 7.0000 0.0025 O R 1,165,000.00 11/01/98
208100173 Tran 12/01/98 SF 1,852.73 275,000.00 7.1250 0.0375 O R 438,000.00 11/01/98
208100176 Green 12/01/98 SF 3,177.26 471,600.00 7.1250 0.0375 O P 590,000.00 11/01/98
208100195 Szeto 12/01/98 SF 1,776.00 254,000.00 7.5000 0.4125 O C 343,000.00 11/01/98
208100215 Yang 12/01/98 SF 1,296.13 190,000.00 7.2500 0.1625 O C 311,000.00 11/01/98
208100219 Robinson 12/01/98 SF 3,246.17 470,000.00 7.3750 0.2875 O R 655,000.00 11/01/98
208100231 Dunham 12/01/98 2F 2,128.97 320,000.00 7.0000 0.0025 O R 710,000.00 11/01/98
208100233 Yakushi 12/01/98 SF 3,009.50 464,000.00 6.7500 0.0000 O P 585,000.00 11/01/98
208100235 Wong 12/01/98 SF 2,230.88 323,000.00 7.3750 0.2875 O C 443,000.00 11/01/98
208100238 Campbell 01/01/99 SF 1,736.44 261,000.00 7.0000 0.0025 O P 290,000.00 11/01/98
208100272 Pino 12/01/98 SF 1,703.20 246,600.00 7.3750 0.2875 O C 360,000.00 11/01/98
208100273 Carter 12/01/98 SF 1,816.35 269,600.00 7.1250 0.0375 O R 337,000.00 11/01/98
208100275 Edelman 12/01/98 SF 2,890.72 423,750.00 7.2500 0.1625 O R 565,000.00 11/01/98
208100285 O'Brien 12/01/98 SF 4,237.19 645,000.00 6.8750 0.0000 O R 860,000.00 11/01/98
208100289 Fleming 12/01/98 SF 2,182.46 301,000.00 7.8750 0.7875 O C 450,000.00 11/01/98
208100294 Rodgers 12/01/98 SF 1,740.21 258,300.00 7.1250 0.0375 O P 369,000.00 11/01/98
208100303 Parker 12/01/98 SF 2,578.63 378,000.00 7.2500 0.1625 O R 775,000.00 11/01/98
208100315 O'Farrell 12/01/98 SF 1,827.53 264,600.00 7.3750 0.2875 O R 294,000.00 11/01/98
208100325 Hong 12/01/98 2F 3,349.77 485,000.00 7.3750 0.2875 O C 730,000.00 11/01/98
208100327 Mac Leod 12/01/98 SF 2,661.21 400,000.00 7.0000 0.0025 O P 500,000.00 11/01/98
208100333 Arlie 12/01/98 SF 1,820.72 270,250.00 7.1250 0.0375 O P 288,000.00 11/01/98
208100334 Das 12/01/98 SF 2,601.08 376,600.00 7.3750 0.2875 O R 560,000.00 11/01/98
208100349 Robinson 12/01/98 SF 3,301.22 490,000.00 7.1250 0.0375 O C 666,000.00 11/01/98
208100374 Ziedman 12/01/98 SF 3,363.13 493,000.00 7.2500 0.1625 O C 750,000.00 11/01/98
208100390 Elliott 12/01/98 SF 4,024.84 590,000.00 7.2500 0.1625 O C 825,000.00 11/01/98
208100397 Bailowitz 12/01/98 SF 1,654.61 248,700.00 7.0000 0.0025 O R 370,000.00 11/01/98
208100428 Tran 01/01/99 SF 1,898.84 278,350.00 7.2500 0.1625 O P 300,000.00 11/01/98
208100432 Iida 12/01/98 SF 1,596.73 240,000.00 7.0000 0.0025 O C 320,000.00 11/01/98
208100438 Keefer 12/01/98 SF 2,814.23 423,000.00 7.0000 0.0025 O C 540,000.00 11/01/98
208100442 Oka 12/01/98 SF 1,764.19 272,000.00 6.7500 0.0000 O R 510,000.00 11/01/98
208100444 Lowe 12/01/98 SF 2,521.50 379,000.00 7.0000 0.0025 O R 507,500.00 11/01/98
208100447 Chow 12/01/98 SF 1,846.21 277,500.00 7.0000 0.0025 O R 370,000.00 11/01/98
208100474 Raker 12/01/98 SF 2,899.25 425,000.00 7.2500 0.1625 O R 610,000.00 11/01/98
208100485 Brown 12/01/98 SF 2,438.86 362,000.00 7.1250 0.0375 O R 600,000.00 11/01/98
208100489 Do 12/01/98 SF 1,730.00 253,600.00 7.2500 0.1625 O P 320,000.00 11/01/98
208100509 Sun 01/01/99 SF 1,790.03 262,400.00 7.2500 0.1625 O P 330,000.00 11/01/98
208100518 Cutler 01/01/99 SF 1,817.86 263,200.00 7.3750 0.2875 O P 329,000.00 11/01/98
</TABLE>
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYP
- ---------------------------------------------
208090839 Norori 0.2000 6.6625 F
208090859 Tahriri 0.2000 6.6625 I
208090860 Chan 0.2000 6.6625 F
208090877 Panlasigui 0.3250 6.9125 F
208090893 Chavez 0.3250 7.6625 N
208100013 Nguyen 0.3250 6.9125 F
208100020 Bear 0.3250 7.4125 I
208100095 Duckering 0.3250 6.9125 F
208100102 Tischer 0.3250 6.7875 F
208100108 Davis 0.3250 6.9125 I
208100109 Harden 0.3250 7.4125 N
208100114 Makowsky 0.3250 6.7875 F
208100118 HeadGordon 0.3250 6.9125 F
208100159 Finer 0.2350 6.7525 F
208100173 Tran 0.3250 6.7875 F
208100176 Green 0.3250 6.7875 F
208100195 Szeto 0.3250 7.1625 F
208100215 Yang 0.3250 6.9125 I
208100219 Robinson 0.3250 7.0375 F
208100231 Dunham 0.2350 6.7525 F
208100233 Yakushi 0.2000 6.5375 F
208100235 Wong 0.3250 7.0375 I
208100238 Campbell 0.2350 6.7525 F
208100272 Pino 0.3250 7.0375 F
208100273 Carter 0.3250 6.7875 F
208100275 Edelman 0.3250 6.9125 F
208100285 O'Brien 0.2000 6.6625 F
208100289 Fleming 0.3250 7.5375 F
208100294 Rodgers 0.3250 6.7875 F
208100303 Parker 0.3250 6.9125 F
208100315 O'Farrell 0.3250 7.0375 F
208100325 Hong 0.3250 7.0375 I
208100327 Mac Leod 0.2350 6.7525 F
208100333 Arlie 0.3250 6.7875 F
208100334 Das 0.3250 7.0375 F
208100349 Robinson 0.3250 6.7875 F
208100374 Ziedman 0.3250 6.9125 F
208100390 Elliott 0.3250 6.9125 F
208100397 Bailowitz 0.2350 6.7525 F
208100428 Tran 0.3250 6.9125 F
208100432 Iida 0.2350 6.7525 F
208100438 Keefer 0.2350 6.7525 F
208100442 Oka 0.2000 6.5375 F
208100444 Lowe 0.2350 6.7525 F
208100447 Chow 0.2350 6.7525 F
208100474 Raker 0.3250 6.9125 F
208100485 Brown 0.3250 6.7875 F
208100489 Do 0.3250 6.9125 F
208100509 Sun 0.3250 6.9125 F
208100518 Cutler 0.3250 7.0375 F
Page 6 of 16
<PAGE>
<TABLE>
<CAPTION>
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
208100522 Smith 1509 Darlene Avenue San Jose CA 95125 360 272,000.00 7.0000
208100555 Highman 18 Crest Road Piedmont CA 94611 360 500,000.00 6.8750
208100562 Christy 1067 Firth Court Sunnyvale CA 94087 360 349,200.00 7.0000
208100566 Reed 511 Pamlar Avenue San Jose CA 95128 360 292,500.00 7.7500
208100599 Gonzalez 394 Mt. Sequoia Place Clayton CA 94517 360 245,000.00 7.0000
208100735 Ahmann 4407 Hendrix Court San Jose CA 95124 360 279,950.00 7.3750
208100749 Esteban 5268 Rio Lobo Drive San Jose CA 95136 360 285,000.00 7.0000
208100792 Birns 118 Palmetta Street Santa Cruz CA 95060 360 256,000.00 7.3750
208100794 Lamoly 550 Fiesta Way Watsonville CA 95076 360 249,200.00 8.5000
208100898 Lahanna 222 Panoramic Way Berkeley CA 94704 360 336,000.00 7.7500
208100914 Totah 1801 Yolanda Circle Clayton CA 94517 360 300,000.00 6.8750
208100961 Batchelder 189 Stonewall Road Berkeley CA 94705 360 344,000.00 7.7500
308070182 Camacho 5719 Sagewell Way San Jose CA 95138 360 247,000.00 7.0000
308080162 Podkomorka 857 Abbie Street Pleasanton CA 94566 360 305,600.00 7.2500
308080242 Razzano 9487 Crocker Road Granite Bay CA 95746 360 300,000.00 7.6250
308090018 Hillhouse 1422 Meek Avenue Napa CA 94559 360 256,000.00 7.2500
308090191 Berry 2098 Bates Circle El Dorado Hills CA 95762 360 200,500.00 7.5000
308090192 Pinkard 17463 East Lone Oak Road Sanger CA 93657 360 237,500.00 7.2500
308090221 Marrujo 10390 Sherman Oaks Court Elk Grove CA 95624 360 468,000.00 7.5000
308090244 Klein 5315 Terrace Oak Circle Fair Oaks CA 95628 360 151,000.00 7.0000
308090296 Holland 3996 Young Avenue Napa CA 94558 360 185,600.00 7.5000
308090314 Robinson 2020 Summit Mine Court Gold River CA 95670 360 278,000.00 7.2500
308090329 Wang 8644 Royal Estates Way Fair Oaks CA 95628 360 298,000.00 7.1250
308090331 Dunlap 14684 Banner Quaker Hill Road Nevada City CA 95959 360 289,000.00 7.1250
308090378 Daniel 3259 Collingswood Drive El Dorado Hills CA 95762 360 253,600.00 7.0000
308090409 Mart 15164 Point Drive Truckee CA 96161 360 376,000.00 7.0000
308090410 Callahan 1364 Brickwell Way Carmichael CA 95608 360 245,100.00 6.7500
308090476 Barazi 70 Syar Drive Napa CA 94558 360 300,000.00 6.8750
308100002 Brown Jr. 1110 Discovery Bay Boulevard Discovery Bay CA 94514 360 290,400.00 7.2500
308100025 Weaver 1157 Pinewood Drive Cambria CA 93428 360 249,000.00 7.1250
308100047 Cook 18719 Wildflower Drive Penn Valley CA 95946 360 300,000.00 7.2500
308100085 Singh 5025 Northampton Court Newark CA 94560 360 286,400.00 7.2500
308100087 Farr 5856 Granite Hills Drive Granite Bay CA 95746 360 611,250.00 7.0000
308100103 Mart 44904 Sandy Circle El Macero CA 95618 360 295,300.00 7.0000
308100106 Ayala 26204 Clover Road Hayward CA 94542 360 453,600.00 7.2500
308100232 Schlenker 6801 Terreno Drive Rancho Murieta CA 95683 360 252,000.00 7.0000
308100233 Reeves 8770 Petite Creek Way Roseville CA 95661 360 425,000.00 7.0000
308100234 Banes 7288 Hatboro Court Sacramento CA 95828 180 80,000.00 7.1250
308100260 Gevurtz 7632 Marina Cove Drive Sacramento CA 95831 360 285,000.00 7.2500
308100310 MeinckeJechura 10705 Round Valley Grass Valley CA 95949 360 354,000.00 7.3750
308100382 Chambliss 2726 Curlew Court Pleasanton CA 94566 360 322,000.00 7.2500
308100392 Hedges 220 Oak Canyon Way Folsom CA 95630 360 237,050.00 7.5000
308100453 Grimes 1236 Elderberry Drive Sunnyvale CA 94087 360 316,000.00 7.2500
308100477 Vaughan 4435 East Mosher Drive Stockton CA 95212 360 169,600.00 7.7500
308100649 Lacey 43 Haskins Ranch Circle Danville CA 94506 360 260,000.00 7.0000
408070106 Rowe 4801 East Mountain View Road Paradise Valley AZ 85253 360 338,200.00 7.3750
408070302 Norten 22635 North 45Th Place Phoenix AZ 85024 360 254,250.00 7.1250
408080224 Moore 2879 West Moore Road Tucson AZ 85742 360 280,000.00 7.5000
408080455 Rucker 683 Butterfield Trail Gila Bend AZ 85337 180 67,500.00 7.5000
408080511 Juetten 16313 East Cholla Drive Fountain Hills AZ 85268 360 299,000.00 7.6250
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME FPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
208100522 Smith 01/01/99 SF 1,809.62 272,000.00 7.0000 0.0025 O C 340,500.00 11/01/98
208100555 Highman 12/01/98 SF 3,284.64 500,000.00 6.8750 0.0000 O P 803,000.00 11/01/98
208100562 Christy 12/01/98 SF 2,323.24 349,200.00 7.0000 0.0025 O P 436,500.00 11/01/98
208100566 Reed 12/01/98 SF 2,095.51 292,500.00 7.7500 0.6625 O C 390,000.00 11/01/98
208100599 Gonzalez 01/01/99 SF 1,629.99 245,000.00 7.0000 0.0025 O C 326,500.00 11/01/98
208100735 Ahmann 12/01/98 SF 1,933.55 279,950.00 7.3750 0.2875 O C 352,000.00 11/01/98
208100749 Esteban 01/01/99 SF 1,896.11 285,000.00 7.0000 0.0025 O C 380,000.00 11/01/98
208100792 Birns 12/01/98 SF 1,768.13 256,000.00 7.3750 0.2875 O C 320,000.00 11/01/98
208100794 Lamoly 01/01/99 SF 1,916.13 249,200.00 8.5000 1.4125 O C 356,000.00 11/01/98
208100898 Lahanna 01/01/99 SF 2,407.15 336,000.00 7.7500 0.6625 O P 420,000.00 11/01/98
208100914 Totah 12/01/98 SF 1,970.79 300,000.00 6.8750 0.0000 O C 405,000.00 11/01/98
208100961 Batchelder 01/01/99 SF 2,464.46 344,000.00 7.7500 0.6625 O C 430,000.00 11/01/98
308070182 Camacho 10/01/98 SF 1,643.30 246,593.89 7.0000 0.0025 O C 318,000.00 11/01/98
308080162 Podkomorka 10/01/98 SF 2,084.73 305,121.76 7.2500 0.1625 O R 575,000.00 11/01/98
308080242 Razzano 10/01/98 SF 2,123.38 299,564.36 7.6250 0.5375 O C 400,000.00 11/01/98
308090018 Hillhouse 11/01/98 SF 1,746.37 255,800.30 7.2500 0.1625 O C 345,000.00 11/01/98
308090191 Berry 11/01/98 SF 1,401.93 200,351.20 7.5000 0.4125 O C 285,000.00 11/01/98
308090192 Pinkard 11/01/98 SF 1,620.17 237,314.73 7.2500 0.1625 O P 250,000.00 11/01/98
308090221 Marrujo 11/01/98 SF 3,272.32 467,652.68 7.5000 0.4125 O R 520,000.00 11/01/98
308090244 Klein 12/01/98 SF 1,004.61 151,000.00 7.0000 0.0025 O R 201,000.00 11/01/98
308090296 Holland 11/01/98 SF 1,297.74 185,462.26 7.5000 0.4125 O P 232,000.00 11/01/98
308090314 Robinson 12/01/98 SF 1,896.45 278,000.00 7.2500 0.1625 O R 375,000.00 11/01/98
308090329 Wang 12/01/98 SF 2,007.68 298,000.00 7.1250 0.0375 O R 380,000.00 11/01/98
308090331 Dunlap 12/01/98 SF 1,947.05 289,000.00 7.1250 0.0375 O C 368,000.00 11/01/98
308090378 Daniel 12/01/98 SF 1,687.21 253,600.00 7.0000 0.0025 O P 330,000.00 11/01/98
308090409 Mart 12/01/98 SF 2,501.54 376,000.00 7.0000 0.0025 O C 625,000.00 11/01/98
308090410 Callahan 12/01/98 SF 1,589.71 245,100.00 6.7500 0.0000 O P 265,000.00 11/01/98
308090476 Barazi 12/01/98 SF 1,970.79 300,000.00 6.8750 0.0000 O P 375,000.00 11/01/98
308100002 Brown Jr. 12/01/98 SF 1,981.04 290,400.00 7.2500 0.1625 O R 363,000.00 11/01/98
308100025 Weaver 12/01/98 SF 1,677.56 249,000.00 7.1250 0.0375 O R 410,000.00 11/01/98
308100047 Cook 12/01/98 SF 2,046.53 300,000.00 7.2500 0.1625 O R 433,000.00 11/01/98
308100085 Singh 12/01/98 SF 1,953.75 286,400.00 7.2500 0.1625 O R 358,000.00 11/01/98
308100087 Farr 12/01/98 SF 4,066.66 611,250.00 7.0000 0.0025 O R 815,000.00 11/01/98
308100103 Mart 12/01/98 SF 1,964.64 295,300.00 7.0000 0.0025 O R 450,000.00 11/01/98
308100106 Ayala 12/01/98 SF 3,094.35 453,600.00 7.2500 0.1625 O P 567,000.00 11/01/98
308100232 Schlenker 12/01/98 SF 1,676.56 252,000.00 7.0000 0.0025 O R 315,000.00 11/01/98
308100233 Reeves 12/01/98 SF 2,827.54 425,000.00 7.0000 0.0025 O R 540,000.00 11/01/98
308100234 Banes 12/01/98 SF 724.66 80,000.00 7.1250 0.0375 N C 105,000.00 11/01/98
308100260 Gevurtz 12/01/98 SF 1,944.20 285,000.00 7.2500 0.1625 O R 505,000.00 11/01/98
308100310 MeinckeJechura 12/01/98 SF 2,444.99 354,000.00 7.3750 0.2875 O R 442,500.00 11/01/98
308100382 Chambliss 12/01/98 SF 2,196.61 322,000.00 7.2500 0.1625 O C 470,000.00 11/01/98
308100392 Hedges 12/01/98 SF 1,657.49 237,050.00 7.5000 0.4125 O R 290,000.00 11/01/98
308100453 Grimes 12/01/98 SF 2,155.68 316,000.00 7.2500 0.1625 O C 535,000.00 11/01/98
308100477 Vaughan 01/01/99 SF 1,215.04 169,600.00 7.7500 0.6625 O P 217,000.00 11/01/98
308100649 Lacey 01/01/99 SF 1,729.79 260,000.00 7.0000 0.0025 O R 377,000.00 11/01/98
408070106 Rowe 09/01/98 SF 2,335.86 337,423.22 7.3750 0.2875 O C 430,000.00 11/01/98
408070302 Norten 09/01/98 SF 1,712.93 253,636.41 7.1250 0.0375 O C 325,000.00 11/01/98
408080224 Moore 10/01/98 SF 1,957.80 279,583.10 7.5000 0.4125 O C 350,000.00 11/01/98
408080455 Rucker 11/01/98 SF 625.73 67,296.14 7.5000 0.4125 O C 90,000.00 11/01/98
408080511 Juetten 11/01/98 SF 2,116.30 298,783.59 7.6250 0.5375 O R 391,000.00 11/01/98
</TABLE>
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYPE
- ------------------------------------------------
208100522 Smith 0.2350 6.7525 F
208100555 Highman 0.2000 6.6625 F
208100562 Christy 0.2350 6.7525 F
208100566 Reed 0.3250 7.4125 I
208100599 Gonzalez 0.2350 6.7525 F
208100735 Ahmann 0.3250 7.0375 F
208100749 Esteban 0.2350 6.7525 F
208100792 Birns 0.3250 7.0375 F
208100794 Lamoly 0.3250 8.1625 N
208100898 Lahanna 0.3250 7.4125 N
208100914 Totah 0.2000 6.6625 F
208100961 Batchelder 0.3250 7.4125 F
308070182 Camacho 0.2350 6.7525 F
308080162 Podkomorka 0.3250 6.9125 I
308080242 Razzano 0.3250 7.2875 F
308090018 Hillhouse 0.3250 6.9125 I
308090191 Berry 0.3250 7.1625 I
308090192 Pinkard 0.3250 6.9125 F
308090221 Marrujo 0.3250 7.1625 F
308090244 Klein 0.2350 6.7525 I
308090296 Holland 0.3250 7.1625 N
308090314 Robinson 0.3250 6.9125 F
308090329 Wang 0.3250 6.7875 F
308090331 Dunlap 0.3250 6.7875 F
308090378 Daniel 0.2350 6.7525 F
308090409 Mart 0.2350 6.7525 F
308090410 Callahan 0.2000 6.5375 F
308090476 Barazi 0.2000 6.6625 F
308100002 Brown Jr. 0.3250 6.9125 F
308100025 Weaver 0.3250 6.7875 F
308100047 Cook 0.3250 6.9125 F
308100085 Singh 0.3250 6.9125 F
308100087 Farr 0.2350 6.7525 F
308100103 Mart 0.2350 6.7525 F
308100106 Ayala 0.3250 6.9125 F
308100232 Schlenker 0.2350 6.7525 F
308100233 Reeves 0.2350 6.7525 F
308100234 Banes 0.3250 6.7875 F
308100260 Gevurtz 0.3250 6.9125 F
308100310 MeinckeJechura 0.3250 7.0375 F
308100382 Chambliss 0.3250 6.9125 F
308100392 Hedges 0.3250 7.1625 F
308100453 Grimes 0.3250 6.9125 F
308100477 Vaughan 0.3250 7.4125 N
308100649 Lacey 0.2350 6.7525 F
408070106 Rowe 0.3250 7.0375 F
408070302 Norten 0.3250 6.7875 F
408080224 Moore 0.3250 7.1625 F
408080455 Rucker 0.3250 7.1625 I
408080511 Juetten 0.3250 7.2875 I
Page 7 of 16
<PAGE>
<TABLE>
<CAPTION>
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
408080579 Mannino 1841 East Washington Avenue Gilbert AZ 85234 360 241,000.00 7.2500
408090034 Ross 5923 East Calle Del Norte Phoenix AZ 85018 360 310,400.00 7.5000
408090050 Orwin 13672 South Bridle Trail Road Draper UT 84020 360 259,000.00 7.0000
408090056 Foulger 285 North Ski Court Gilbert AZ 85233 360 473,750.00 7.2500
408090063 Robertson 6501 East Rockaway Hills Dri Cave Creek AZ 85331 360 465,000.00 7.2500
408090092 Friedman 5501 East Gelding Drive Phoenix AZ 85254 360 189,000.00 7.5000
408090115 Tulin 12112 North 120Th Way Scottsdale AZ 85259 360 486,400.00 7.2500
408090128 Davis 1925 South Wasatch Drive Salt Lake City UT 84108 360 309,600.00 7.3750
408090145 Woodyatt 9920 East Paradise Drive Scottsdale AZ 85260 360 200,000.00 7.0000
408090167 Wright 1785 East Millcreek Way Salt Lake City UT 84106 360 270,000.00 6.8750
408090263 Robinette 12474 North 80Th Place Scottsdale AZ 85260 360 246,500.00 7.5000
408090288 Marshall 2114 East Fort Union Salt Lake City UT 84121 360 198,900.00 8.2500
408090293 Bair 9164 South Wedgefield Drive Sandy UT 84093 360 258,350.00 7.2500
408090299 Friederich 5500 West Chaos Canyon Tucson AZ 85745 360 490,000.00 7.5000
408090335 Moore Iii 1542 Cutter Lane Park City UT 84098 360 324,800.00 7.2500
408090337 Grimes Jr. 5926 East Placita De Las Luc Tucson AZ 85750 360 291,600.00 7.7500
408090425 Bernstein 7323 East Gainey Ranch Scottsdale AZ 85258 360 395,000.00 7.2500
408090437 Fredrickson 6319 East Calle Rosa Phoenix AZ 85251 360 250,000.00 7.7500
408090457 Bala 8738 East Whispering Wind Dr Scottsdale AZ 85255 360 500,000.00 7.2500
408090467 Miller 2522 North Robin Lane Mesa AZ 85213 360 163,200.00 7.2500
408090473 Mason 3481 Pleasant View Lane Shingle Springs CA 95682 360 237,750.00 7.1250
408100116 Morton 2604 West Central Park Way Taylorsville UT 84118 180 91,900.00 7.1250
408100258 Fountain 188 South Country Manor Lan Alpine UT 84004 360 300,000.00 7.7500
508060187 Morrow 744 Montezuma Drive Pacifica CA 94044 360 263,500.00 7.7500
508060350 Cohen 1448 Laurel Way Los Angeles CA 90210 360 581,250.00 7.7500
508060381 Lim 20387 Portside Drive Walnut CA 91789 360 246,000.00 7.8750
508060387 Lepore 4037 Woodman Canyon Sherman Oaks CA 91423 360 319,000.00 7.8750
508060423 Thiel 15945 Miami Way Pacific Palisades CA 90272 360 550,000.00 7.5000
508070048 Arnold Iii 109,341,093,610,9310940 Bloomfield North Hollywood CA 91602 360 175,000.00 7.8750
508070106 Rokerya 14263 Walnut Creek Drive Chino Hills CA 91709 360 200,000.00 7.2500
508070368 Foland 4535 White Oak Place Encino CA 91316 360 264,000.00 7.7500
508070373 Lewis 2258 Barbara Drive Camarillo CA 93012 360 281,500.00 7.2500
508070383 Druce 840 842 North Harper Avenue Los Angeles CA 90046 360 223,000.00 7.7500
508070423 Mirzaian 22450 Cairnloch Street Calabasas CA 91302 360 243,000.00 7.3750
508080013 Szarkowski 27743 Sutters Pointe Drive Saugus CA 91350 360 256,500.00 7.7500
508080031 Broussard 4118 San Martin Way Santa Barbara CA 93110 360 170,000.00 7.7500
508080047 Zorc 1044 East Angeleno Avenue Burbank CA 91501 360 420,000.00 7.5000
508080141 Ferry Iii 11134 Cabriole Avenue Northridge CA 91326 360 252,000.00 7.5000
508080150 Selden 3901 Hilton Head Way Tarzana CA 91356 360 379,000.00 7.1250
508080190 Molloy 10211 Falun Drive Sun Valley CA 91352 360 205,200.00 7.2500
508080201 Mc Donald 1356 Winchester Avenue Glendale CA 91201 360 186,500.00 7.6250
508080207 Bassi 13529 Chandler Boulevard Sherman Oaks CA 91401 360 375,000.00 7.0000
508080271 Tataryan 2353 North Vermont Avenue Los Angeles CA 90027 360 240,000.00 7.3750
508080300 Badeau 2467 North Catalina Street Los Angeles CA 90027 360 395,000.00 7.3750
508080314 Barnes 4403 Ocean Front Walk Marina Del Rey CA 90292 360 481,250.00 7.1250
508080325 Van Niekerk 5633 Tanner Ridge Avenue Thousand Oaks CA 91362 360 300,000.00 7.7500
508080340 Sellers 151 West Avenida De Los Lo San Clemente CA 92672 360 320,000.00 7.1250
508080356 Berrios 17730 Romar Street Northridge CA 91325 360 280,000.00 7.7500
508080402 Chen 1715 South Los Robles Avenue San Marino CA 91108 360 310,000.00 7.0000
508080433 Chung 21162 Poston Lane Huntington Beach CA 92646 360 380,000.00 7.7500
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME FPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
408080579 Mannino 11/01/98 SF 1,644.04 240,812.00 7.2500 0.1625 O R 320,000.00 11/01/98
408090034 Ross 11/01/98 SF 2,170.36 310,169.64 7.5000 0.4125 O C 388,000.00 11/01/98
408090050 Orwin 12/01/98 SF 1,723.13 259,000.00 7.0000 0.0025 O C 324,000.00 11/01/98
408090056 Foulger 11/01/98 SF 3,231.81 473,380.43 7.2500 0.1625 O C 600,000.00 11/01/98
408090063 Robertson 11/01/98 SF 3,172.12 464,637.26 7.2500 0.1625 O C 585,000.00 11/01/98
408090092 Friedman 11/01/98 SF 1,321.52 188,859.73 7.5000 0.4125 O C 252,000.00 11/01/98
408090115 Tulin 11/01/98 SF 3,318.11 486,020.56 7.2500 0.1625 O C 608,000.00 11/01/98
408090128 Davis 11/01/98 SF 2,138.33 309,364.42 7.3750 0.2875 O C 387,000.00 11/01/98
408090145 Woodyatt 11/01/98 SF 1,330.61 199,836.06 7.0000 0.0025 O P 287,000.00 11/01/98
408090167 Wright 12/01/98 SF 1,773.71 270,000.00 6.8750 0.0000 O C 338,000.00 11/01/98
408090263 Robinette 11/01/98 SF 1,723.56 246,317.06 7.5000 0.4125 O P 272,000.00 11/01/98
408090288 Marshall 11/01/98 SF 1,494.27 198,773.17 8.2500 1.1625 N C 306,000.00 11/01/98
408090293 Bair 11/01/98 SF 1,762.40 258,148.46 7.2500 0.1625 O R 335,000.00 11/01/98
408090299 Friederich 11/01/98 SF 3,426.15 489,636.35 7.5000 0.4125 O C 685,000.00 11/01/98
408090335 Moore Iii 12/01/98 SF 2,215.71 324,800.00 7.2500 0.1625 O R 406,000.00 11/01/98
408090337 Grimes Jr. 12/01/98 SF 2,089.06 291,600.00 7.7500 0.6625 O C 368,000.00 11/01/98
408090425 Bernstein 11/01/98 SF 2,694.60 394,691.86 7.2500 0.1625 O R 545,000.00 11/01/98
408090437 Fredrickson 11/01/98 SF 1,791.03 249,823.55 7.7500 0.6625 O P 325,000.00 11/01/98
408090457 Bala 12/01/98 SF 3,410.88 500,000.00 7.2500 0.1625 O R 643,000.00 11/01/98
408090467 Miller 12/01/98 SF 1,113.31 163,200.00 7.2500 0.1625 O C 212,000.00 11/01/98
408090473 Mason 12/01/98 SF 1,601.77 237,750.00 7.1250 0.0375 O C 317,000.00 11/01/98
408100116 Morton 12/01/98 CO 832.46 91,900.00 7.1250 0.0375 O R 131,000.00 11/01/98
408100258 Fountain 01/01/99 SF 2,149.24 300,000.00 7.7500 0.6625 O P 350,000.00 11/01/98
508060187 Morrow 10/01/98 SF 1,887.75 263,126.85 7.7500 0.6625 O R 282,000.00 11/01/98
508060350 Cohen 11/01/98 SF 4,164.15 580,839.76 7.7500 0.6625 O P 775,000.00 11/01/98
508060381 Lim 10/01/98 SF 1,783.67 245,660.30 7.8750 0.7875 O R 259,000.00 11/01/98
508060387 Lepore 10/01/98 SF 2,312.97 318,559.49 7.8750 0.7875 O R 450,000.00 11/01/98
508060423 Thiel 11/01/98 SF 3,845.68 549,591.82 7.5000 0.4125 O C 800,000.00 11/01/98
508070048 Arnold Iii 09/01/98 4F 1,268.87 174,636.32 7.8750 0.7875 N P 335,000.00 11/01/98
508070106 Rokerya 10/01/98 SF 1,364.35 199,687.02 7.2500 0.1625 O C 275,990.00 11/01/98
508070368 Foland 10/01/98 SF 1,891.33 263,626.14 7.7500 0.6625 O C 390,000.00 11/01/98
508070373 Lewis 10/01/98 2F 1,920.33 281,059.48 7.2500 0.1625 O R 375,000.00 11/01/98
508070383 Druce 10/01/98 2F 1,597.60 222,684.20 7.7500 0.6625 N R 365,000.00 11/01/98
508070423 Mirzaian 10/01/98 SF 1,678.34 242,629.06 7.3750 0.2875 O R 425,000.00 11/01/98
508080013 Szarkowski 10/01/98 SF 1,837.60 256,136.76 7.7500 0.6625 O P 270,000.00 11/01/98
508080031 Broussard 10/01/98 2F 1,217.90 169,759.26 7.7500 0.6625 O C 375,000.00 11/01/98
508080047 Zorc 10/01/98 SF 2,936.70 419,374.65 7.5000 0.4125 O C 525,000.00 11/01/98
508080141 Ferry Iii 10/01/98 SF 1,762.02 251,624.79 7.5000 0.4125 O C 315,000.00 11/01/98
508080150 Selden 10/01/98 SF 2,553.39 378,392.04 7.1250 0.0375 O R 800,000.00 11/01/98
508080190 Molloy 11/01/98 SF 1,399.83 205,039.92 7.2500 0.1625 O P 256,500.00 11/01/98
508080201 Mc Donald 11/01/98 SF 1,320.04 186,365.02 7.6250 0.5375 N P 295,000.00 11/01/98
508080207 Bassi 12/01/98 SF 2,494.88 375,000.00 7.0000 0.0025 O C 475,000.00 11/01/98
508080271 Tataryan 10/01/98 SF 1,657.62 239,633.64 7.3750 0.2875 O R 605,000.00 11/01/98
508080300 Badeau 11/01/98 SF 2,728.17 394,699.44 7.3750 0.2875 O C 525,000.00 11/01/98
508080314 Barnes 10/01/98 CO 3,242.27 480,478.02 7.1250 0.0375 O P 687,500.00 11/01/98
508080325 Van Niekerk 01/01/99 CO 2,149.24 300,000.00 7.7500 0.6625 O P 320,000.00 11/01/98
508080340 Sellers 12/01/98 SF 2,155.90 320,000.00 7.1250 0.0375 O R 400,000.00 11/01/98
508080356 Berrios 11/01/98 SF 2,005.95 279,802.38 7.7500 0.6625 O R 361,000.00 11/01/98
508080402 Chen 11/01/98 SF 2,062.44 309,745.90 7.0000 0.0025 O C 625,000.00 11/01/98
508080433 Chung 11/01/98 SF 2,722.37 379,731.80 7.7500 0.6625 O P 475,000.00 11/01/98
</TABLE>
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYPE
- ----------------------------------------------
408080579 Mannino 0.3250 6.9125 F
408090034 Ross 0.3250 7.1625 F
408090050 Orwin 0.2350 6.7525 F
408090056 Foulger 0.3250 6.9125 F
408090063 Robertson 0.3250 6.9125 F
408090092 Friedman 0.3250 7.1625 I
408090115 Tulin 0.3250 6.9125 F
408090128 Davis 0.3250 7.0375 F
408090145 Woodyatt 0.2350 6.7525 I
408090167 Wright 0.2000 6.6625 F
408090263 Robinette 0.3250 7.1625 F
408090288 Marshall 0.3250 7.9125 I
408090293 Bair 0.3250 6.9125 F
408090299 Friederich 0.3250 7.1625 R
408090335 Moore Iii 0.3250 6.9125 F
408090337 Grimes Jr. 0.3250 7.4125 I
408090425 Bernstein 0.3250 6.9125 F
408090437 Fredrickson 0.3250 7.4125 R
408090457 Bala 0.3250 6.9125 F
408090467 Miller 0.3250 6.9125 I
408090473 Mason 0.3250 6.7875 F
408100116 Morton 0.3250 6.7875 I
408100258 Fountain 0.3250 7.4125 F
508060187 Morrow 0.3250 7.4125 F
508060350 Cohen 0.3250 7.4125 I
508060381 Lim 0.3250 7.5375 F
508060387 Lepore 0.3250 7.5375 I
508060423 Thiel 0.3250 7.1625 F
508070048 Arnold Iii 0.3250 7.5375 I
508070106 Rokerya 0.3250 6.9125 I
508070368 Foland 0.3250 7.4125 F
508070373 Lewis 0.3250 6.9125 F
508070383 Druce 0.3250 7.4125 I
508070423 Mirzaian 0.3250 7.0375 I
508080013 Szarkowski 0.3250 7.4125 F
508080031 Broussard 0.3250 7.4125 I
508080047 Zorc 0.3250 7.1625 F
508080141 Ferry Iii 0.3250 7.1625 F
508080150 Selden 0.3250 6.7875 I
508080190 Molloy 0.3250 6.9125 R
508080201 Mc Donald 0.3250 7.2875 F
508080207 Bassi 0.2350 6.7525 F
508080271 Tataryan 0.3250 7.0375 I
508080300 Badeau 0.3250 7.0375 F
508080314 Barnes 0.3250 6.7875 F
508080325 Van Niekerk 0.3250 7.4125 F
508080340 Sellers 0.3250 6.7875 F
508080356 Berrios 0.3250 7.4125 I
508080402 Chen 0.2350 6.7525 I
508080433 Chung 0.3250 7.4125 I
Page 8 of 16
<PAGE>
<TABLE>
<CAPTION>
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
508080438 Kimball 6325 Paseo Canyon Drive Malibu CA 90265 360 496,000.00 7.6250
508080478 Graham 3029 Markridge Road La Crescenta CA 91214 360 253,650.00 7.6250
508080523 Rosenfield 4225 Laurelview Drive Moorpark CA 93021 360 380,000.00 7.2500
508080531 White Iii 562 Vista Montana Camarillo CA 93010 360 444,000.00 7.2500
508090007 Vizireanu 1181 Kelsford Court Westlake Village CA 91361 360 320,000.00 7.5000
508090011 Blomer 7843 West 80Th Street Playa Del Rey CA 90293 360 398,000.00 6.8750
508090016 Parr 23201 Sylvan Street Woodland Hills CA 91367 360 372,000.00 7.7500
508090028 Bankston 5388 Vista Lejana Lane La CanadaFlintridge CA 91011 360 230,000.00 7.2500
508090029 Kwong 5535 Burning Tree Drive La Canada Flintridge CA 91011 360 520,700.00 7.1250
508090045 OseiAkoto 10756 Ayres Avenue Los Angeles CA 90064 360 310,000.00 7.3750
508090059 Green 4076 Lemonberry Place Thousand Oaks CA 91362 360 261,600.00 7.5000
508090112 Feldman 24301 Belford Court West Hills CA 91304 360 436,000.00 7.1250
508090132 Liu 887 Hanley Avenue Los Angeles CA 90049 360 300,000.00 7.5000
508090134 Kho 5826 Wheelhouse Lane Agoura Hills CA 91301 360 240,000.00 7.0000
508090204 Hameed 1755 Stonegate Street Westlake Village CA 91361 360 283,000.00 7.5000
508090240 Orenstein 12938 Bloomfield Street Studio City CA 91604 360 325,000.00 7.5000
508090243 Scott 1208 South Genesee Avenue Los Angeles CA 90019 360 367,500.00 7.6250
508090244 Lam 10548 Live Oak Avenue Arcadia CA 91007 360 267,000.00 7.0000
508090245 Fulmis 4373 Beck Avenue Studio City CA 91604 360 400,000.00 7.0000
508090265 Briganti 19646 Eagle Ridge Lane Northridge CA 91326 360 235,200.00 7.2500
508090292 Montoya 24128 Tossano Drive Valencia CA 91355 360 246,000.00 7.2500
508090346 Guttman 11716 Louise Avenue Granada Hills CA 91344 360 239,000.00 7.3750
508090350 Riffenburgh 3742 Scadlock Lane Sherman Oaks CA 91403 360 344,000.00 7.2500
508090362 Bonnot 1344 North Orange Grove Aven Los Angeles CA 90046 360 310,000.00 7.2500
508090364 Aroditis 914 Via Amadeo San Dimas CA 91773 360 328,000.00 7.6250
508090374 Lee 11746 Woodbine Street Los Angeles CA 90066 360 264,000.00 7.5000
508090377 Storms 59 Marin Avenue Sausalito CA 94965 360 348,000.00 7.1250
508090379 Jung 1235 Justin Avenue Glendale CA 91201 360 185,250.00 7.1250
508090401 Ply 5440 Liverpool Court Agoura CA 91301 360 450,000.00 7.3750
508090415 Singh 751 Parkbrook Lane Glendora CA 91741 360 284,000.00 7.3750
508090418 Cruce 1974 Via Esperanza San Dimas CA 91773 360 325,000.00 7.2500
508090419 Caplan 32080 Avenida Donari Agua Dulce CA 91350 360 442,500.00 7.2500
508090425 Arcia 10226 Woodruff Avenue Downey CA 90241 360 236,000.00 6.7500
508090515 Jacobs 3050 Greentree Court Los Angeles CA 90077 360 620,000.00 7.0000
508090521 Futch 26017 Singer Place Stevenson Ranch CA 91381 360 255,900.00 7.2500
508090523 Pollack 174176 1/2 North Sycamore Avenue Los Angeles CA 90036 360 500,000.00 7.1250
508090541 Robinson 1646 South Fairfax Avenue Los Angeles CA 90019 360 273,000.00 7.1250
508090542 Shamban 4610 Ethel Avenue Sherman Oaks CA 91423 360 315,000.00 7.1250
508090559 Avivi 5126 Balboa Boulevard Encino CA 91316 360 204,000.00 7.5000
508090591 Swan 1648 Idlewood Road Glendale CA 91202 360 301,000.00 6.8750
508090632 Selvarajah 25688 Leticia Drive Valencia CA 91355 360 150,000.00 8.2500
508090642 Maranga 31849 Saddletree Drive Westlake Village CA 91361 360 622,000.00 7.3750
508090652 Iorgulescu 22037 Ybarra Road Woodland Hills CA 91364 360 274,000.00 7.2500
508090654 Trilling 23538 Hearthside Court Valencia CA 91354 360 292,500.00 7.5000
508090659 Rivera 12764 Meadowlark Avenue Granada Hills CA 91344 360 273,600.00 7.3750
508090766 Levin 1349 Londonderry Place Los Angeles CA 90069 360 375,000.00 7.1250
508090770 Tornell 124 Maynard Avenue Newbury Park CA 91320 360 176,250.00 7.5000
508100064 Mendoza 526 South Maria Avenue Redondo Beach CA 90277 360 271,900.00 7.7500
508100067 Duff 934 Camino Viejo Road Santa Barbara CA 93108 360 276,000.00 7.1250
508100122 Masonagahi 6895 East Georgetown Circle Anaheim CA 92807 360 261,150.00 7.7500
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME FPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
508080438 Kimball 12/01/98 SF 3,510.66 496,000.00 7.6250 0.5375 O P 620,000.00 11/01/98
508080478 Graham 11/01/98 SF 1,795.32 253,466.42 7.6250 0.5375 O P 267,000.00 11/01/98
508080523 Rosenfield 12/01/98 SF 2,592.27 380,000.00 7.2500 0.1625 O R 475,000.00 11/01/98
508080531 White Iii 12/01/98 SF 3,028.86 444,000.00 7.2500 0.1625 O C 555,000.00 11/01/98
508090007 Vizireanu 11/01/98 SF 2,237.49 319,762.51 7.5000 0.4125 O C 400,000.00 11/01/98
508090011 Blomer 12/01/98 SF 2,614.58 398,000.00 6.8750 0.0000 O C 525,000.00 11/01/98
508090016 Parr 12/01/98 SF 2,665.05 372,000.00 7.7500 0.6625 O C 475,000.00 11/01/98
508090028 Bankston 11/01/98 SF 1,569.01 229,820.58 7.2500 0.1625 O C 455,000.00 11/01/98
508090029 Kwong 12/01/98 SF 3,508.05 520,700.00 7.1250 0.0375 O C 730,000.00 11/01/98
508090045 OseiAkoto 12/01/98 SF 2,141.09 310,000.00 7.3750 0.2875 O C 425,000.00 11/01/98
508090059 Green 11/01/98 SF 1,829.15 261,405.85 7.5000 0.4125 O C 327,000.00 11/01/98
508090112 Feldman 12/01/98 SF 2,937.41 436,000.00 7.1250 0.0375 O R 545,000.00 11/01/98
508090132 Liu 11/01/98 SF 2,097.64 299,777.36 7.5000 0.4125 O R 1,050,000.00 11/01/98
508090134 Kho 11/01/98 SF 1,596.73 239,803.27 7.0000 0.0025 O P 253,000.00 11/01/98
508090204 Hameed 12/01/98 SF 1,978.78 283,000.00 7.5000 0.4125 O R 375,000.00 11/01/98
508090240 Orenstein 11/01/98 SF 2,272.45 324,758.80 7.5000 0.4125 O R 545,000.00 11/01/98
508090243 Scott 11/01/98 SF 2,601.14 367,234.01 7.6250 0.5375 O C 490,000.00 11/01/98
508090244 Lam 12/01/98 SF 1,776.36 267,000.00 7.0000 0.0025 O C 398,000.00 11/01/98
508090245 Fulmis 12/01/98 SF 2,661.21 400,000.00 7.0000 0.0025 O R 500,000.00 11/01/98
508090265 Briganti 11/01/98 SF 1,604.48 235,016.52 7.2500 0.1625 O P 294,000.00 11/01/98
508090292 Montoya 12/01/98 SF 1,678.15 246,000.00 7.2500 0.1625 O P 259,000.00 11/01/98
508090346 Guttman 11/01/98 SF 1,650.71 238,818.14 7.3750 0.2875 O R 300,000.00 11/01/98
508090350 Riffenburgh 11/01/98 SF 2,346.69 343,731.65 7.2500 0.1625 O C 455,000.00 11/01/98
508090362 Bonnot 12/01/98 SF 2,114.75 310,000.00 7.2500 0.1625 O R 450,000.00 11/01/98
508090364 Aroditis 12/01/98 SF 2,321.56 328,000.00 7.6250 0.5375 O C 410,000.00 11/01/98
508090374 Lee 11/01/98 SF 1,845.93 263,804.07 7.5000 0.4125 O R 340,000.00 11/01/98
508090377 Storms 12/01/98 CO 2,344.54 348,000.00 7.1250 0.0375 O C 450,000.00 11/01/98
508090379 Jung 12/01/98 SF 1,248.06 185,250.00 7.1250 0.0375 O C 247,000.00 11/01/98
508090401 Ply 11/01/98 SF 3,108.04 449,657.59 7.3750 0.2875 O R 655,000.00 11/01/98
508090415 Singh 12/01/98 SF 1,961.52 284,000.00 7.3750 0.2875 O P 300,000.00 11/01/98
508090418 Cruce 12/01/98 SF 2,217.07 325,000.00 7.2500 0.1625 O C 425,000.00 11/01/98
508090419 Caplan 11/01/98 SF 3,018.63 442,154.81 7.2500 0.1625 O C 590,000.00 11/01/98
508090425 Arcia 12/01/98 SF 1,530.69 236,000.00 6.7500 0.0000 O C 295,000.00 11/01/98
508090515 Jacobs 12/01/98 CO 4,124.88 620,000.00 7.0000 0.0025 O R 850,000.00 11/01/98
508090521 Futch 12/01/98 SF 1,745.69 255,900.00 7.2500 0.1625 O P 320,000.00 11/01/98
508090523 Pollack 11/01/98 4F 3,368.59 499,600.16 7.1250 0.0375 O R 650,000.00 11/01/98
508090541 Robinson 12/01/98 SF 1,839.25 273,000.00 7.1250 0.0375 O R 321,000.00 11/01/98
508090542 Shamban 12/01/98 SF 2,122.21 315,000.00 7.1250 0.0375 O R 515,000.00 11/01/98
508090559 Avivi 12/01/98 SF 1,426.40 204,000.00 7.5000 0.4125 O R 255,000.00 11/01/98
508090591 Swan 12/01/98 SF 1,977.36 301,000.00 6.8750 0.0000 O R 405,000.00 11/01/98
508090632 Selvarajah 12/01/98 SF 1,126.90 150,000.00 8.2500 1.1625 N R 177,000.00 11/01/98
508090642 Maranga 12/01/98 SF 4,296.00 622,000.00 7.3750 0.2875 O R 830,000.00 11/01/98
508090652 Iorgulescu 12/01/98 SF 1,869.16 274,000.00 7.2500 0.1625 O R 450,000.00 11/01/98
508090654 Trilling 12/01/98 SF 2,045.20 292,500.00 7.5000 0.4125 O R 390,000.00 11/01/98
508090659 Rivera 12/01/98 SF 1,889.69 273,600.00 7.3750 0.2875 O P 345,000.00 11/01/98
508090766 Levin 12/01/98 SF 2,526.44 375,000.00 7.1250 0.0375 O C 600,000.00 11/01/98
508090770 Tornell 12/01/98 SF 1,232.37 176,250.00 7.5000 0.4125 N P 235,000.00 11/01/98
508100064 Mendoza 12/01/98 CO 1,947.92 271,900.00 7.7500 0.6625 O P 339,900.00 11/01/98
508100067 Duff 12/01/98 SF 1,859.46 276,000.00 7.1250 0.0375 O R 645,000.00 11/01/98
508100122 Masonagahi 12/01/98 SF 1,870.91 261,150.00 7.7500 0.6625 O P 274,900.00 11/01/98
</TABLE>
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYPE
- ----------------------------------------------
508080438 Kimball 0.3250 7.2875 I
508080478 Graham 0.3250 7.2875 F
508080523 Rosenfield 0.3250 6.9125 F
508080531 White Iii 0.3250 6.9125 F
508090007 Vizireanu 0.3250 7.1625 F
508090011 Blomer 0.2000 6.6625 F
508090016 Parr 0.3250 7.4125 I
508090028 Bankston 0.3250 6.9125 I
508090029 Kwong 0.3250 6.7875 I
508090045 OseiAkoto 0.3250 7.0375 F
508090059 Green 0.3250 7.1625 F
508090112 Feldman 0.3250 6.7875 F
508090132 Liu 0.3250 7.1625 I
508090134 Kho 0.2350 6.7525 F
508090204 Hameed 0.3250 7.1625 F
508090240 Orenstein 0.3250 7.1625 F
508090243 Scott 0.3250 7.2875 F
508090244 Lam 0.2350 6.7525 F
508090245 Fulmis 0.2350 6.7525 F
508090265 Briganti 0.3250 6.9125 F
508090292 Montoya 0.3250 6.9125 F
508090346 Guttman 0.3250 7.0375 F
508090350 Riffenburgh 0.3250 6.9125 F
508090362 Bonnot 0.3250 6.9125 I
508090364 Aroditis 0.3250 7.2875 I
508090374 Lee 0.3250 7.1625 F
508090377 Storms 0.3250 6.7875 F
508090379 Jung 0.3250 6.7875 I
508090401 Ply 0.3250 7.0375 I
508090415 Singh 0.3250 7.0375 F
508090418 Cruce 0.3250 6.9125 F
508090419 Caplan 0.3250 6.9125 I
508090425 Arcia 0.2000 6.5375 I
508090515 Jacobs 0.2350 6.7525 F
508090521 Futch 0.3250 6.9125 F
508090523 Pollack 0.3250 6.7875 F
508090541 Robinson 0.3250 6.7875 F
508090542 Shamban 0.3250 6.7875 F
508090559 Avivi 0.3250 7.1625 I
508090591 Swan 0.2000 6.6625 F
508090632 Selvarajah 0.3250 7.9125 F
508090642 Maranga 0.3250 7.0375 F
508090652 Iorgulescu 0.3250 6.9125 F
508090654 Trilling 0.3250 7.1625 F
508090659 Rivera 0.3250 7.0375 F
508090766 Levin 0.3250 6.7875 F
508090770 Tornell 0.3250 7.1625 I
508100064 Mendoza 0.3250 7.4125 F
508100067 Duff 0.3250 6.7875 I
508100122 Masonagahi 0.3250 7.4125 F
Page 9 of 16
<PAGE>
<TABLE>
<CAPTION>
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
508100125 Cohoon 11228 Blix Street West Toluca Lake CA 91602 360 224,000.00 7.3750
508100201 Cuckler 3544 Rathbone Way Pleasanton CA 94588 360 412,000.00 7.2500
508100217 Simpson 17 Haverhill Road Laguna Niguel CA 92677 360 284,000.00 7.2500
508100232 Gershick 10064 Claire Avenue Northridge CA 91324 360 396,000.00 7.0000
508100292 Veal 15601 Saddleback Road Santa Clarita CA 91351 360 261,000.00 7.1250
508100333 Moscovitz 415 North Spaulding Avenue Los Angeles CA 90036 360 380,000.00 7.2500
508100334 Wong 946 Palo Alto Drive Arcadia CA 91007 360 246,000.00 7.1250
508100347 Harper 27150 Colebrook Place Valencia CA 91354 360 288,000.00 7.1250
508100355 Vom Steeg 121 Clara Vista Court Santa Barbara CA 93110 360 295,000.00 6.7500
508100458 Hollosy 4434 Moorpark Way Toluca Lake CA 91602 360 264,000.00 7.1250
508100515 Sallenbach 23212323 Clark Avenue Long Beach CA 90815 360 160,000.00 7.3750
508100562 Fletcher 840 Harvard Street Santa Monica CA 90403 360 546,000.00 6.8750
508100654 Wagar 4176 Gettysburg Street Ventura CA 93003 360 242,000.00 7.1250
508100675 Cain 5051 Bayonne Circle Irvine CA 92604 360 224,000.00 7.6250
608060405 Saia 850 State Street San Diego CA 92101 360 154,000.00 8.2500
608060441 Katata 2101 Monteverde Drive Chino Hills CA 91709 360 282,000.00 7.1250
608060484 Bobrick 2842 East Wyecliff Way Highlands Ranch CO 80126 360 300,000.00 7.7500
608060498 Pidal 22152 Crane Street Lake Forest CA 92630 360 246,900.00 7.6250
608060582 Kimball 12 Via Cancha San Clemente CA 92672 360 392,850.00 7.7500
608070071 Glancey 1310 Rexford Avenue Pasadena CA 91107 360 278,500.00 7.8750
608070091 Miller 11674 Port Road Culver City CA 90230 360 248,000.00 7.2500
608070177 Goldberg 133 South Hobart Boulevard Los Angeles CA 90004 360 195,000.00 7.6250
608070179 Nero 8107 Jennet Street Rancho Cucamonga CA 91701 360 207,000.00 7.6250
608070220 Naik 6916 Orozco Drive Riverside CA 92506 360 399,900.00 8.1250
608070282 Berardino 5550 Camino Vista Yorba Linda CA 92887 180 268,000.00 6.8750
608070322 Khan 14008 Crescenta Way Rancho Cucamonga CA 91730 360 160,000.00 7.3750
608070378 Perkins 13552 And 13556 Portsmouth Circle Westminster CA 92683 360 147,000.00 8.0000
608070421 Cupp 8141 Suffield Street La Palma CA 90623 360 237,500.00 7.2500
608070441 Mckee 28191 Calle San Remo San Juan Capistrano CA 92675 360 325,000.00 7.8750
608070449 Soni 1307 Olive Lane La Canada Flintridge CA 91011 360 400,000.00 7.5000
608070450 Baker 2203 Cedar Ridge Court Oxnard CA 93030 360 227,500.00 7.5000
608070481 Hemmati 6362 La Jolla Boulevard San Diego, La Jolla CA 92037 360 399,750.00 7.8750
608080038 Hosseinabadi 18155 Mollie Lane Yorba Linda CA 92886 360 233,700.00 7.5000
608080070 Trautman 43812 Fenner Avenue Lancaster CA 93536 360 280,000.00 7.7500
608080092 Davis 2426 Badajoz Place Carlsbad CA 92009 360 325,000.00 7.5000
608080100 Davis 29 Carnelian Irvine CA 92614 360 246,500.00 7.7500
608080101 Gillette 2464 Amherst Avenue Los Angeles CA 90064 360 253,750.00 7.1250
608080126 Mcfadden 1 Treethorne Circle Laguna Niguel CA 92677 360 250,000.00 7.7500
608080127 Crutcher 6282 Barbados Avenue Cypress CA 90630 360 280,000.00 7.7500
608080155 Michel 125 Spindrift Drive Rancho Palos Verdes CA 90275 360 431,250.00 7.3750
608080189 Zacuto 2306 Via Clavel San Clemente CA 92673 360 310,000.00 7.5000
608080233 Netherton 4 Rockrose Court Coto De Caza (Area) CA 92679 360 268,000.00 7.3750
608080235 Rojo 512 Ocean Breeze Way Chula Vista CA 91914 360 247,950.00 7.3750
608080270 Bonk 431 South Canyon Ridge Driv Anaheim CA 92807 360 440,000.00 7.5000
608080275 Howarth 402 Canyon Country Road Brea CA 92821 360 285,000.00 7.2500
608080279 Spaulding 31092 Via Cristal San Juan Capistrano CA 92675 360 278,000.00 7.5000
608080285 Swingholm 27655 Carballo Mission Viejo CA 92692 360 260,000.00 7.5000
608080288 Hallock 3750 San Ramon Drive Corona CA 91720 360 268,550.00 7.6250
608080289 Czerniak 24312 Via San Clemente Mission Viejo CA 92692 360 265,000.00 7.1250
608080308 Paz 44 Ascension Irvine CA 92612 360 597,300.00 7.5000
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME FPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
508100125 Cohoon 12/01/98 SF 1,547.11 224,000.00 7.3750 0.2875 O C 280,000.00 11/01/98
508100201 Cuckler 12/01/98 SF 2,810.57 412,000.00 7.2500 0.1625 O C 515,000.00 11/01/98
508100217 Simpson 12/01/98 SF 1,937.38 284,000.00 7.2500 0.1625 O P 355,000.00 11/01/98
508100232 Gershick 12/01/98 SF 2,634.60 396,000.00 7.0000 0.0025 O R 811,000.00 11/01/98
508100292 Veal 12/01/98 SF 1,758.41 261,000.00 7.1250 0.0375 O C 530,000.00 11/01/98
508100333 Moscovitz 01/01/99 4F 2,592.27 380,000.00 7.2500 0.1625 O R 540,000.00 11/01/98
508100334 Wong 12/01/98 SF 1,657.35 246,000.00 7.1250 0.0375 O R 322,000.00 11/01/98
508100347 Harper 12/01/98 SF 1,940.31 288,000.00 7.1250 0.0375 O P 360,000.00 11/01/98
508100355 Vom Steeg 12/01/98 SF 1,913.36 295,000.00 6.7500 0.0000 O P 565,000.00 11/01/98
508100458 Hollosy 01/01/99 CO 1,778.62 264,000.00 7.1250 0.0375 O P 330,000.00 11/01/98
508100515 Sallenbach 12/01/98 2F 1,105.08 160,000.00 7.3750 0.2875 N R 200,000.00 11/01/98
508100562 Fletcher 01/01/99 SF 3,586.83 546,000.00 6.8750 0.0000 O C 785,000.00 11/01/98
508100654 Wagar 12/01/98 SF 1,630.40 242,000.00 7.1250 0.0375 O P 305,000.00 11/01/98
508100675 Cain 01/01/99 SF 1,585.46 224,000.00 7.6250 0.5375 O P 285,000.00 11/01/98
608060405 Saia 10/01/98 CO 1,156.95 153,802.92 8.2500 1.1625 N C 220,000.00 11/01/98
608060441 Katata 09/01/98 SF 1,899.89 281,319.44 7.1250 0.0375 O R 300,000.00 11/01/98
608060484 Bobrick 09/01/98 SF 2,149.24 299,360.68 7.7500 0.6625 O R 320,000.00 11/01/98
608060498 Pidal 09/01/98 SF 1,747.54 246,360.49 7.6250 0.5375 O P 260,000.00 11/01/98
608060582 Kimball 10/01/98 SF 2,814.43 392,293.67 7.7500 0.6625 O R 627,000.00 11/01/98
608070071 Glancey 09/01/98 SF 2,019.32 277,921.23 7.8750 0.7875 O R 300,000.00 11/01/98
608070091 Miller 09/01/98 SF 1,691.80 247,416.09 7.2500 0.1625 O R 310,000.00 11/01/98
608070177 Goldberg 10/01/98 SF 1,380.20 194,716.83 7.6250 0.5375 O C 278,000.00 11/01/98
608070179 Nero 10/01/98 SF 1,465.13 206,699.41 7.6250 0.5375 O P 390,000.00 11/01/98
608070220 Naik 09/01/98 SF 2,969.25 399,109.90 8.1250 1.0375 O P 500,000.00 11/01/98
608070282 Berardino 11/01/98 SF 2,390.17 267,145.25 6.8750 0.0000 O R 420,000.00 11/01/98
608070322 Khan 11/01/98 SF 1,105.08 159,878.25 7.3750 0.2875 O R 200,000.00 11/01/98
608070378 Perkins 10/01/98 2F 1,078.63 146,802.07 8.0000 0.9125 O R 210,000.00 11/01/98
608070421 Cupp 10/01/98 SF 1,620.17 237,128.33 7.2500 0.1625 O P 253,000.00 11/01/98
608070441 Mckee 10/01/98 SF 2,356.48 324,551.21 7.8750 0.7875 O C 440,000.00 11/01/98
608070449 Soni 10/01/98 SF 2,796.86 399,404.43 7.5000 0.4125 O C 550,000.00 11/01/98
608070450 Baker 10/01/98 SF 1,590.71 227,161.27 7.5000 0.4125 O P 360,000.00 11/01/98
608070481 Hemmati 10/01/98 SF 2,898.46 399,197.98 7.8750 0.7875 O C 615,000.00 11/01/98
608080038 Hosseinabadi 10/01/98 SF 1,634.06 233,352.04 7.5000 0.4125 O P 248,000.00 11/01/98
608080070 Trautman 11/01/98 SF 2,005.95 279,802.38 7.7500 0.6625 O C 350,000.00 11/01/98
608080092 Davis 11/01/98 CO 2,272.45 324,758.80 7.5000 0.4125 O C 410,000.00 11/01/98
608080100 Davis 10/01/98 SF 1,765.96 246,150.92 7.7500 0.6625 O R 380,000.00 11/01/98
608080101 Gillette 10/01/98 SF 1,709.56 253,342.95 7.1250 0.0375 O C 322,000.00 11/01/98
608080126 Mcfadden 10/01/98 SF 1,791.03 249,645.97 7.7500 0.6625 O C 340,000.00 11/01/98
608080127 Crutcher 10/01/98 SF 2,005.95 279,603.48 7.7500 0.6625 O C 350,000.00 11/01/98
608080155 Michel 11/01/98 SF 2,978.54 430,921.85 7.3750 0.2875 O C 575,000.00 11/01/98
608080189 Zacuto 10/01/98 SF 2,167.57 309,538.43 7.5000 0.4125 O C 410,000.00 11/01/98
608080233 Netherton 10/01/98 SF 1,851.01 267,590.89 7.3750 0.2875 O C 340,000.00 11/01/98
608080235 Rojo 11/01/98 SF 1,712.53 247,761.33 7.3750 0.2875 O R 261,000.00 11/01/98
608080270 Bonk 11/01/98 SF 3,076.54 439,673.46 7.5000 0.4125 O C 560,000.00 11/01/98
608080275 Howarth 10/01/98 SF 1,944.20 284,554.00 7.2500 0.1625 O P 300,000.00 11/01/98
608080279 Spaulding 10/01/98 SF 1,943.82 277,586.08 7.5000 0.4125 O C 360,000.00 11/01/98
608080285 Swingholm 11/01/98 SF 1,817.96 259,807.04 7.5000 0.4125 O C 340,000.00 11/01/98
608080288 Hallock 12/01/98 SF 1,900.78 268,550.00 7.6250 0.5375 O P 336,000.00 11/01/98
608080289 Czerniak 11/01/98 SF 1,785.35 264,788.08 7.1250 0.0375 O C 338,000.00 11/01/98
608080308 Paz 11/01/98 SF 4,176.41 596,856.72 7.5000 0.4125 O C 800,000.00 11/01/98
</TABLE>
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYPE
- -----------------------------------------------
508100125 Cohoon 0.3250 7.0375 I
508100201 Cuckler 0.3250 6.9125 F
508100217 Simpson 0.3250 6.9125 F
508100232 Gershick 0.2350 6.7525 F
508100292 Veal 0.3250 6.7875 F
508100333 Moscovitz 0.3250 6.9125 I
508100334 Wong 0.3250 6.7875 F
508100347 Harper 0.3250 6.7875 F
508100355 Vom Steeg 0.2000 6.5375 F
508100458 Hollosy 0.3250 6.7875 F
508100515 Sallenbach 0.3250 7.0375 F
508100562 Fletcher 0.2000 6.6625 I
508100654 Wagar 0.3250 6.7875 F
508100675 Cain 0.3250 7.2875 F
608060405 Saia 0.3250 7.9125 R
608060441 Katata 0.3250 6.7875 F
608060484 Bobrick 0.3250 7.4125 F
608060498 Pidal 0.3250 7.2875 F
608060582 Kimball 0.3250 7.4125 I
608070071 Glancey 0.3250 7.5375 F
608070091 Miller 0.3250 6.9125 I
608070177 Goldberg 0.3250 7.2875 I
608070179 Nero 0.3250 7.2875 I
608070220 Naik 0.3250 7.7875 I
608070282 Berardino 0.2000 6.6625 R
608070322 Khan 0.3250 7.0375 I
608070378 Perkins 0.3250 7.6625 N
608070421 Cupp 0.3250 6.9125 F
608070441 Mckee 0.3250 7.5375 F
608070449 Soni 0.3250 7.1625 F
608070450 Baker 0.3250 7.1625 I
608070481 Hemmati 0.3250 7.5375 I
608080038 Hosseinabadi 0.3250 7.1625 F
608080070 Trautman 0.3250 7.4125 I
608080092 Davis 0.3250 7.1625 F
608080100 Davis 0.3250 7.4125 I
608080101 Gillette 0.3250 6.7875 F
608080126 Mcfadden 0.3250 7.4125 F
608080127 Crutcher 0.3250 7.4125 F
608080155 Michel 0.3250 7.0375 I
608080189 Zacuto 0.3250 7.1625 F
608080233 Netherton 0.3250 7.0375 F
608080235 Rojo 0.3250 7.0375 F
608080270 Bonk 0.3250 7.1625 F
608080275 Howarth 0.3250 6.9125 F
608080279 Spaulding 0.3250 7.1625 F
608080285 Swingholm 0.3250 7.1625 F
608080288 Hallock 0.3250 7.2875 F
608080289 Czerniak 0.3250 6.7875 F
608080308 Paz 0.3250 7.1625 F
Page 10 of 16
<PAGE>
<TABLE>
<CAPTION>
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
608080314 Honma 18172 Pamela Place Villa Park CA 92861 360 419,000.00 7.0000
608080316 Powers 11515 Wills Creek Road San Diego CA 92131 360 324,000.00 7.2500
608080361 Phillips 1501 East Central Avenue Fullerton CA 92831 360 167,000.00 7.5000
608080377 Rinaldi 13707 Walnut Street Whittier CA 90602 360 189,000.00 7.5000
608080393 Grewal 12949 Club Drive Redlands CA 92373 360 494,500.00 7.7500
608080421 Pareja 268 East Bay Street Costa Mesa CA 92627 180 288,000.00 7.0000
608080442 Coble 31711 Grand Canyon Drive Laguna Niguel CA 92677 360 274,000.00 7.0000
608080469 Taha 25940 Pacific Point Mission Viejo CA 92692 360 284,000.00 7.5000
608080484 Smiley 8012 Dunfield Avenue, Los An Westchester (Area) CA 90045 360 376,000.00 7.5000
608080494 Crivello 3322 Russell Street San Diego CA 92106 360 313,000.00 7.3750
608080500 Murie 1647 Calle Marcus Palm Springs CA 92264 360 191,600.00 7.7500
608080501 Stern 12909 Camino Del Valle Poway CA 92064 360 258,500.00 7.2500
608080502 Smith 15067 Calle La Paloma Chino Hills CA 91709 360 159,000.00 7.2500
608080503 Yeghiayan 10 Meadowood Laguna Hills (Area) CA 92656 360 135,000.00 7.5000
608080506 Iglesias 39 Ledgewood Drive Las Flores CA 92688 360 368,000.00 7.0000
608080509 Brookshire 10947 Southland Road Manteca CA 95336 360 256,500.00 7.1250
608080513 Goldberg 5761 Waverly Avenue La Jolla CA 92037 360 375,000.00 7.2500
608080529 Brennan 27492 Via Redondo San Juan Capistrano CA 92675 360 216,600.00 7.8750
608080543 Mccray 7354 Celata Lane San Diego CA 92129 360 275,000.00 6.8750
608080547 Heard Jr. 20752 Laguna Canyon Road Laguna Beach CA 92651 360 245,000.00 7.7500
608090032 Finn 6328 Lake Como Avenue San Diego CA 92119 360 145,000.00 7.3750
608090035 Cutchshaw 15651 Sunflower Lane Huntington Beach CA 92647 360 336,000.00 7.3750
608090039 Bonanno 17820 Doty Avenue Torrance CA 90504 360 200,000.00 7.5000
608090056 Patel 1101 Avenida Del Corto Fullerton CA 92833 360 304,000.00 7.6250
608090060 Guerin 28951 Via Hacienda San Juan Capistrano CA 92675 360 416,500.00 7.2500
608090067 Dillard 19409 Redbeam Avenue Torrance CA 90503 360 352,000.00 7.1250
608090084 Spruce Iii 1962 Port Edward Place Newport Beach CA 92660 360 418,000.00 7.1250
608090103 Perakis 3136 Stanford Avenue, Marina Los Angeles CA 90292 360 303,000.00 7.1250
608090106 Loyd 2293 Hilton Head Road Chula Vista CA 91915 360 300,000.00 7.5000
608090133 Woody 1734 Royal Boulevard Glendale CA 91207 360 261,000.00 7.5000
608090208 Amare 4600 Via Dolce, Marina Del R Los Angeles CA 90292 360 269,900.00 7.2500
608090215 Ruland 3084 Corte Portofino Newport Beach CA 92660 360 320,000.00 7.3750
608090231 Windsor 30842 Olympic Place Laguna Niguel CA 92677 360 400,000.00 7.1250
608090235 Camacho Jr. 356356A356B West Acacia Avenue Glendale CA 91204 360 194,750.00 7.3750
608090236 Friest 3681 Oleander Street Seal Beach CA 90740 360 267,000.00 7.5000
608090257 Hamidzadeh 27385 Via Primero Mission Viejo CA 92692 360 256,500.00 7.1250
608090276 Decker 3041 Babb Street Costa Mesa CA 92626 360 192,000.00 7.0000
608090292 Buller 24802 Solano Court Laguna Hills CA 92653 360 268,000.00 7.5000
608090293 Matthews 2111 Camino Barranca Palm Springs CA 92264 360 232,800.00 7.2500
608090297 Gold 339 Granados Avenue Solana Beach CA 92075 360 468,000.00 7.3750
608090301 Davoodifard 9732 Mel Dar Avenue Downey CA 90240 360 239,000.00 7.1250
608090317 Andrews 32702 Rosemont Drive Trabuco Canyon CA 92679 360 335,000.00 7.1250
608090319 Hing 10290 El Monterey Avenue Fountain Valley CA 92708 360 292,500.00 7.0000
608090322 Hickey 2049 North Acacia Avenue Fullerton CA 92831 360 510,000.00 7.0000
608090324 Franklin 1212 Via Barranca, San Diego La Jolla (Area) CA 92037 360 342,900.00 7.2500
608090338 O'Donnell 15 Blazing Star Irvine CA 92604 360 280,000.00 7.0000
608090345 Thornburgh 6 Butternut Lane Irvine CA 92715 360 340,000.00 7.3750
608090408 Stokes 4725 East Bradford Avenue Orange CA 92867 360 321,000.00 7.1250
608090422 Gumm 2605 Alma Avenue Manhattan Beach CA 90266 360 341,000.00 7.5000
608090441 Rashidi 2212 Pebble Beach Trail Oxnard CA 93030 360 336,800.00 7.5000
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME FPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
608080314 Honma 11/01/98 SF 2,787.62 418,656.55 7.0000 0.0025 O C 530,000.00 11/01/98
608080316 Powers 11/01/98 SF 2,210.25 323,747.25 7.2500 0.1625 O C 405,000.00 11/01/98
608080361 Phillips 11/01/98 SF 1,167.69 166,876.06 7.5000 0.4125 O P 227,000.00 11/01/98
608080377 Rinaldi 11/01/98 SF 1,321.52 188,859.73 7.5000 0.4125 O R 240,000.00 11/01/98
608080393 Grewal 11/01/98 SF 3,542.66 494,150.99 7.7500 0.6625 O R 725,000.00 11/01/98
608080421 Pareja 11/01/98 SF 2,588.63 287,091.37 7.0000 0.0025 O C 360,000.00 11/01/98
608080442 Coble 12/01/98 SF 1,822.93 274,000.00 7.0000 0.0025 O P 399,000.00 11/01/98
608080469 Taha 11/01/98 SF 1,985.77 283,789.23 7.5000 0.4125 O R 425,000.00 11/01/98
608080484 Smiley 11/01/98 SF 2,629.05 375,720.95 7.5000 0.4125 O C 470,000.00 11/01/98
608080494 Crivello 11/01/98 SF 2,161.81 312,761.83 7.3750 0.2875 O C 420,000.00 11/01/98
608080500 Murie 11/01/98 SF 1,372.65 191,464.77 7.7500 0.6625 O P 240,000.00 11/01/98
608080501 Stern 11/01/98 SF 1,763.43 258,298.35 7.2500 0.1625 O C 435,000.00 11/01/98
608080502 Smith 12/01/98 SF 1,084.66 159,000.00 7.2500 0.1625 O R 300,000.00 11/01/98
608080503 Yeghiayan 11/01/98 CO 943.94 134,899.81 7.5000 0.4125 N R 183,000.00 11/01/98
608080506 Iglesias 11/01/98 SF 2,448.31 367,698.35 7.0000 0.0025 O C 460,000.00 11/01/98
608080509 Brookshire 11/01/98 SF 1,728.09 256,294.88 7.1250 0.0375 O P 270,000.00 11/01/98
608080513 Goldberg 11/01/98 SF 2,558.16 374,707.46 7.2500 0.1625 O R 550,000.00 11/01/98
608080529 Brennan 12/01/98 CO 1,570.50 216,600.00 7.8750 0.7875 O R 285,000.00 11/01/98
608080543 Mccray 11/01/98 SF 1,806.55 274,768.97 6.8750 0.0000 O R 395,000.00 11/01/98
608080547 Heard Jr. 12/01/98 SF 1,755.21 245,000.00 7.7500 0.6625 O C 400,000.00 11/01/98
608090032 Finn 11/01/98 SF 1,001.48 144,889.67 7.3750 0.2875 O C 195,000.00 11/01/98
608090035 Cutchshaw 11/01/98 SF 2,320.67 335,744.33 7.3750 0.2875 O P 420,000.00 11/01/98
608090039 Bonanno 11/01/98 SF 1,398.43 199,851.57 7.5000 0.4125 O R 250,000.00 11/01/98
608090056 Patel 11/01/98 SF 2,151.69 303,779.97 7.6250 0.5375 O C 380,000.00 11/01/98
608090060 Guerin 11/01/98 SF 2,841.26 416,175.09 7.2500 0.1625 O C 595,000.00 11/01/98
608090067 Dillard 12/01/98 SF 2,371.49 352,000.00 7.1250 0.0375 O P 452,000.00 11/01/98
608090084 Spruce Iii 12/01/98 SF 2,816.14 418,000.00 7.1250 0.0375 O R 642,000.00 11/01/98
608090103 Perakis 12/01/98 SF 2,041.37 303,000.00 7.1250 0.0375 O C 400,000.00 11/01/98
608090106 Loyd 11/01/98 SF 2,097.64 299,777.36 7.5000 0.4125 O P 320,000.00 11/01/98
608090133 Woody 12/01/98 SF 1,824.95 261,000.00 7.5000 0.4125 O R 354,000.00 11/01/98
608090208 Amare 12/01/98 CO 1,841.19 269,900.00 7.2500 0.1625 O R 300,000.00 11/01/98
608090215 Ruland 12/01/98 SF 2,210.16 320,000.00 7.3750 0.2875 O R 450,000.00 11/01/98
608090231 Windsor 12/01/98 SF 2,694.87 400,000.00 7.1250 0.0375 O C 500,000.00 11/01/98
608090235 Camacho Jr. 12/01/98 3F 1,345.09 194,750.00 7.3750 0.2875 O P 210,000.00 11/01/98
608090236 Friest 11/01/98 SF 1,866.90 266,801.85 7.5000 0.4125 O C 360,000.00 11/01/98
608090257 Hamidzadeh 12/01/98 SF 1,728.09 256,500.00 7.1250 0.0375 O P 285,000.00 11/01/98
608090276 Decker 12/01/98 SF 1,277.38 192,000.00 7.0000 0.0025 O C 240,000.00 11/01/98
608090292 Buller 11/01/98 SF 1,873.89 267,801.11 7.5000 0.4125 O C 335,000.00 11/01/98
608090293 Matthews 12/01/98 SF 1,588.11 232,800.00 7.2500 0.1625 O P 265,000.00 11/01/98
608090297 Gold 12/01/98 SF 3,232.36 468,000.00 7.3750 0.2875 O P 585,500.00 11/01/98
608090301 Davoodifard 12/01/98 SF 1,610.19 239,000.00 7.1250 0.0375 O R 345,000.00 11/01/98
608090317 Andrews 11/01/98 SF 2,256.96 334,732.11 7.1250 0.0375 O C 445,000.00 11/01/98
608090319 Hing 12/01/98 SF 1,946.01 292,500.00 7.0000 0.0025 O P 325,000.00 11/01/98
608090322 Hickey 12/01/98 SF 3,393.04 510,000.00 7.0000 0.0025 O R 650,000.00 11/01/98
608090324 Franklin 12/01/98 SF 2,339.18 342,900.00 7.2500 0.1625 O R 450,000.00 11/01/98
608090338 O'Donnell 11/01/98 SF 1,862.85 279,770.49 7.0000 0.0025 O C 354,000.00 11/01/98
608090345 Thornburgh 12/01/98 SF 2,348.30 340,000.00 7.3750 0.2875 O C 475,000.00 11/01/98
608090408 Stokes 12/01/98 SF 2,162.64 321,000.00 7.1250 0.0375 O P 357,000.00 11/01/98
608090422 Gumm 12/01/98 CO 2,384.32 341,000.00 7.5000 0.4125 O R 505,000.00 11/01/98
608090441 Rashidi 12/01/98 SF 2,354.95 336,800.00 7.5000 0.4125 O R 421,000.00 11/01/98
</TABLE>
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYPE
- ----------------------------------------------
608080314 Honma 0.2350 6.7525 F
608080316 Powers 0.3250 6.9125 F
608080361 Phillips 0.3250 7.1625 R
608080377 Rinaldi 0.3250 7.1625 I
608080393 Grewal 0.3250 7.4125 I
608080421 Pareja 0.2350 6.7525 I
608080442 Coble 0.2350 6.7525 F
608080469 Taha 0.3250 7.1625 I
608080484 Smiley 0.3250 7.1625 F
608080494 Crivello 0.3250 7.0375 I
608080500 Murie 0.3250 7.4125 N
608080501 Stern 0.3250 6.9125 I
608080502 Smith 0.3250 6.9125 I
608080503 Yeghiayan 0.3250 7.1625 I
608080506 Iglesias 0.2350 6.7525 I
608080509 Brookshire 0.3250 6.7875 F
608080513 Goldberg 0.3250 6.9125 I
608080529 Brennan 0.3250 7.5375 I
608080543 Mccray 0.2000 6.6625 I
608080547 Heard Jr. 0.3250 7.4125 N
608090032 Finn 0.3250 7.0375 I
608090035 Cutchshaw 0.3250 7.0375 I
608090039 Bonanno 0.3250 7.1625 F
608090056 Patel 0.3250 7.2875 F
608090060 Guerin 0.3250 6.9125 I
608090067 Dillard 0.3250 6.7875 F
608090084 Spruce Iii 0.3250 6.7875 F
608090103 Perakis 0.3250 6.7875 F
608090106 Loyd 0.3250 7.1625 F
608090133 Woody 0.3250 7.1625 F
608090208 Amare 0.3250 6.9125 F
608090215 Ruland 0.3250 7.0375 F
608090231 Windsor 0.3250 6.7875 F
608090235 Camacho Jr. 0.3250 7.0375 F
608090236 Friest 0.3250 7.1625 F
608090257 Hamidzadeh 0.3250 6.7875 F
608090276 Decker 0.2350 6.7525 I
608090292 Buller 0.3250 7.1625 F
608090293 Matthews 0.3250 6.9125 F
608090297 Gold 0.3250 7.0375 F
608090301 Davoodifard 0.3250 6.7875 F
608090317 Andrews 0.3250 6.7875 F
608090319 Hing 0.2350 6.7525 F
608090322 Hickey 0.2350 6.7525 F
608090324 Franklin 0.3250 6.9125 F
608090338 O'Donnell 0.2350 6.7525 F
608090345 Thornburgh 0.3250 7.0375 F
608090408 Stokes 0.3250 6.7875 F
608090422 Gumm 0.3250 7.1625 I
608090441 Rashidi 0.3250 7.1625 F
Page 11 of 16
<PAGE>
<TABLE>
<CAPTION>
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
608090444 Walley Iii 33031 Pinnacle Drive Trabuco Canyon (Area CA 92679 360 244,100.00 7.1250
608090446 Parrott 31082 Paseo Ranchero San Juan Capistrano CA 92675 360 325,900.00 7.2500
608090483 Larsen 6665 East Canyon Hills Road Anaheim CA 92807 360 513,750.00 7.2500
608090502 Vaninetti 25352 Bentley Lane Laguna Hills CA 92653 360 234,000.00 7.3750
608090509 Cianfrocca Jr.718 South Corrida Drive Covina CA 91724 360 367,500.00 7.0000
608090524 Tarvin 1621 Fairlawn Avenue San Jose CA 95125 360 310,000.00 7.5000
608090529 Place 5595 Via De Campo Yorba Linda CA 92887 360 252,600.00 7.2500
608090559 Brown 8600 East Canyon Vista Drive Anaheim CA 92808 360 300,000.00 7.5000
608090563 Wilson 10520 10522 Haas Avenue Los Angeles (Area) CA 90047 180 130,000.00 7.3750
608090585 Paz 414 Talbert Street, Playa D Los Angeles CA 90293 360 312,000.00 6.8750
608090588 Stevenson 17418 Sara Lane Chino Hills CA 91709 360 256,850.00 6.8750
608090592 Imera 28318 Bryce Drive Castaic (Area) CA 91384 360 196,000.00 7.1250
608090629 Galhouse 126 East Laurel Avenue Sierra Madre CA 91024 360 150,000.00 7.3750
608090649 Nadler 585 29Th Street Manhattan Beach CA 90266 360 418,000.00 7.5000
608090667 Ryan 21331 Autumnwood Lake Forest CA 92630 360 231,000.00 7.2500
608090669 Tartt 5351 East Rural Ridge Circle Anheim CA 92807 360 334,000.00 6.8750
608100011 Myers 2207 East Sixteenth Street Newport Beach CA 92663 360 280,000.00 7.3750
608100019 Wells 10 Saint Annes Trabucco Canyon CA 92679 360 251,000.00 7.0000
608100064 Lund 1259 Military West Benicia CA 94510 360 265,500.00 7.1250
608100066 Sexton 10092 Beverly Drive Huntington Beach CA 92646 360 270,400.00 7.0000
608100072 Mcconkie 32031 Lomita Drive Trabuco Canyon CA 92679 360 223,000.00 7.2500
608100104 Buck 2017 Orchard Drive Placentia CA 92870 360 121,500.00 7.5000
608100208 Tayenaka 6366 Jasmine Drive Huntington Beach CA 92647 360 350,000.00 6.8750
608100219 Micalizzi 17 Kennedy Court Coto De Caza (Area) CA 92679 360 366,000.00 7.0000
608100238 Brown 1574 Palisades Drive Pacific Palisades (A CA 90272 360 334,400.00 7.3750
608100248 Babazadeh 10141 Jon Day Drive Huntington Beach CA 92646 360 326,250.00 7.6250
608100349 Lincoln 8 Calle Marta Rancho Santa Margari CA 92688 360 350,000.00 7.0000
608100366 Black 12502 Labella Drive Santa Ana (Area) CA 92705 360 300,000.00 7.1250
608100387 Steinberg 11164 Kling Street North Hollywood CA 91602 360 165,000.00 8.5000
608100415 Schneider 4728 East Stetson Lane Orange CA 92869 360 452,550.00 6.8750
608100550 Ratzlaff 12323 Ocaso Avenue La Mirada CA 90638 360 304,000.00 7.7500
608100596 Clark 140 North Cleveland Street Orange CA 92866 360 162,000.00 7.7500
608110004 Mott 24011 Frigate Drive Laguna Niguel CA 92677 360 340,000.00 8.2500
708060287 Silva 637 East Bonds Street Carson CA 90745 180 137,600.00 7.3750
708070053 Henry Jr. 14247 Bernabe Court San Diego CA 92129 360 246,900.00 7.1250
708070144 Medak 114 Mayhew Circle Incline Village NV 89451 360 233,500.00 7.6250
708080025 Stysis 12622 Senda Panacea San Diego CA 92129 360 282,400.00 7.1250
708080079 Molle 2304 Anabas Avenue Los Angeles (San Ped CA 90732 360 330,000.00 7.5000
708080105 French 4305 Admirable Drive Rancho Palos Verdes CA 90275 360 404,800.00 7.0000
708080130 Kasten 123 Rocket Lakeway TX 78734 360 305,100.00 7.1250
708080156 Dunnavant 2630 Thomas Jefferson Drive Reno NV 89509 360 273,000.00 7.3750
708080200 Adleson 20530 Almaden Road San Jose CA 95120 360 750,000.00 7.2500
708080224 Wood 3080 East Horse Thief Drive Heber City UT 84032 360 285,000.00 7.6250
708080294 Mowery 55 Lakefront Irvine CA 92604 360 365,625.00 7.6250
708090026 Davenport 1020 North Second Street San Jose CA 95112 360 277,000.00 7.3750
708090029 Helminiak 386 Cottonwood Court Incline Village NV 89451 360 191,250.00 8.2500
708090083 Smith 875 Aaron Park Drive Milpitas CA 95035 360 308,000.00 7.3750
708090122 Starr 3523 Meadowlands Lane San Jose CA 95135 360 523,000.00 7.2500
708090146 Seiden 854 Seminole Way Redwood City CA 94062 360 632,000.00 7.0000
708090158 Ryan 28328 Palos Verdes Drive East Rancho Palos Verdes CA 90275 360 565,000.00 7.3750
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME FPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
608090444 Walley Iii 11/01/98 SF 1,644.55 243,904.80 7.1250 0.0375 O R 377,000.00 11/01/98
608090446 Parrott 12/01/98 SF 2,223.21 325,900.00 7.2500 0.1625 O R 590,000.00 11/01/98
608090483 Larsen 12/01/98 SF 3,504.68 513,750.00 7.2500 0.1625 O P 685,000.00 11/01/98
608090502 Vaninetti 11/01/98 SF 1,616.18 233,821.95 7.3750 0.2875 O R 249,000.00 11/01/98
608090509 Cianfrocca Jr. 12/01/98 SF 2,444.99 367,500.00 7.0000 0.0025 O R 490,000.00 11/01/98
608090524 Tarvin 12/01/98 SF 2,167.57 310,000.00 7.5000 0.4125 O C 460,000.00 11/01/98
608090529 Place 12/01/98 SF 1,723.18 252,600.00 7.2500 0.1625 O R 355,000.00 11/01/98
608090559 Brown 12/01/98 SF 2,097.64 300,000.00 7.5000 0.4125 O R 392,000.00 11/01/98
608090563 Wilson 12/01/98 2F 1,195.90 130,000.00 7.3750 0.2875 N C 210,000.00 11/01/98
608090585 Paz 12/01/98 SF 2,049.62 312,000.00 6.8750 0.0000 O P 390,000.00 11/01/98
608090588 Stevenson 12/01/98 SF 1,687.32 256,850.00 6.8750 0.0000 O P 336,000.00 11/01/98
608090592 Imera 12/01/98 SF 1,320.49 196,000.00 7.1250 0.0375 O R 245,000.00 11/01/98
608090629 Galhouse 12/01/98 SF 1,036.01 150,000.00 7.3750 0.2875 O C 475,000.00 11/01/98
608090649 Nadler 12/01/98 SF 2,922.72 418,000.00 7.5000 0.4125 O R 655,000.00 11/01/98
608090667 Ryan 12/01/98 SF 1,575.83 231,000.00 7.2500 0.1625 O C 310,000.00 11/01/98
608090669 Tartt 12/01/98 SF 2,194.14 334,000.00 6.8750 0.0000 O R 375,000.00 11/01/98
608100011 Myers 12/01/98 SF 1,933.89 280,000.00 7.3750 0.2875 O C 420,000.00 11/01/98
608100019 Wells 12/01/98 SF 1,669.91 251,000.00 7.0000 0.0025 O R 372,000.00 11/01/98
608100064 Lund 12/01/98 SF 1,788.72 265,500.00 7.1250 0.0375 O P 320,000.00 11/01/98
608100066 Sexton 12/01/98 SF 1,798.98 270,400.00 7.0000 0.0025 O C 338,000.00 11/01/98
608100072 Mcconkie 12/01/98 SF 1,521.25 223,000.00 7.2500 0.1625 O R 375,000.00 11/01/98
608100104 Buck 12/01/98 CO 849.55 121,500.00 7.5000 0.4125 O P 153,000.00 11/01/98
608100208 Tayenaka 12/01/98 SF 2,299.25 350,000.00 6.8750 0.0000 O P 482,000.00 11/01/98
608100219 Micalizzi 12/01/98 SF 2,435.01 366,000.00 7.0000 0.0025 O C 535,000.00 11/01/98
608100238 Brown 01/01/99 CO 2,309.62 334,400.00 7.3750 0.2875 O C 418,000.00 11/01/98
608100248 Babazadeh 12/01/98 SF 2,309.18 326,250.00 7.6250 0.5375 O R 435,000.00 11/01/98
608100349 Lincoln 12/01/98 SF 2,328.56 350,000.00 7.0000 0.0025 O C 474,000.00 11/01/98
608100366 Black 12/01/98 SF 2,021.16 300,000.00 7.1250 0.0375 O C 420,000.00 11/01/98
608100387 Steinberg 01/01/99 SF 1,268.71 165,000.00 8.5000 1.4125 O C 240,000.00 11/01/98
608100415 Schneider 01/01/99 SF 2,972.93 452,550.00 6.8750 0.0000 O P 566,000.00 11/01/98
608100550 Ratzlaff 01/01/99 SF 2,177.89 304,000.00 7.7500 0.6625 O P 380,000.00 11/01/98
608100596 Clark 01/01/99 SF 1,160.59 162,000.00 7.7500 0.6625 O C 240,000.00 11/01/98
608110004 Mott 01/01/99 SF 2,554.31 340,000.00 8.2500 1.1625 O C 447,000.00 11/01/98
708060287 Silva 10/01/98 SF 1,265.81 136,757.12 7.3750 0.2875 O R 175,000.00 11/01/98
708070053 Henry Jr. 09/01/98 SF 1,663.41 246,304.15 7.1250 0.0375 O P 260,000.00 11/01/98
708070144 Medak 10/01/98 SF 1,652.70 233,160.93 7.6250 0.5375 O R 350,000.00 11/01/98
708080025 Stysis 10/01/98 SF 1,902.58 281,947.00 7.1250 0.0375 O P 298,000.00 11/01/98
708080079 Molle 10/01/98 SF 2,307.41 329,508.65 7.5000 0.4125 O C 415,000.00 11/01/98
708080105 French 12/01/98 SF 2,693.14 404,800.00 7.0000 0.0025 O P 506,000.00 11/01/98
708080130 Kasten 12/01/98 SF 2,055.52 305,100.00 7.1250 0.0375 O R 460,000.00 11/01/98
708080156 Dunnavant 10/01/98 SF 1,885.54 272,583.26 7.3750 0.2875 O R 287,500.00 11/01/98
708080200 Adleson 12/01/98 SF 5,116.32 750,000.00 7.2500 0.1625 O R 1,100,000.00 11/01/98
708080224 Wood 11/01/98 SF 2,017.21 284,793.73 7.6250 0.5375 O R 380,000.00 11/01/98
708080294 Mowery 11/01/98 CO 2,587.87 365,360.37 7.6250 0.5375 O P 488,000.00 11/01/98
708090026 Davenport 12/01/98 SF 1,913.17 277,000.00 7.3750 0.2875 O C 367,000.00 11/01/98
708090029 Helminiak 12/01/98 2F 1,436.80 191,250.00 8.2500 1.1625 N C 255,000.00 11/01/98
708090083 Smith 11/01/98 SF 2,127.28 307,765.64 7.3750 0.2875 O C 385,000.00 11/01/98
708090122 Starr 12/01/98 SF 3,567.78 523,000.00 7.2500 0.1625 O C 700,000.00 11/01/98
708090146 Seiden 12/01/98 SF 4,204.71 632,000.00 7.0000 0.0025 O R 850,000.00 11/01/98
708090158 Ryan 12/01/98 SF 3,902.31 565,000.00 7.3750 0.2875 O R 900,000.00 11/01/98
</TABLE>
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYPE
- ------------------------------------------------
608090444 Walley Iii 0.3250 6.7875 F
608090446 Parrott 0.3250 6.9125 F
608090483 Larsen 0.3250 6.9125 I
608090502 Vaninetti 0.3250 7.0375 F
608090509 Cianfrocca Jr.0.2350 6.7525 F
608090524 Tarvin 0.3250 7.1625 F
608090529 Place 0.3250 6.9125 F
608090559 Brown 0.3250 7.1625 F
608090563 Wilson 0.3250 7.0375 F
608090585 Paz 0.2000 6.6625 F
608090588 Stevenson 0.2000 6.6625 F
608090592 Imera 0.3250 6.7875 F
608090629 Galhouse 0.3250 7.0375 I
608090649 Nadler 0.3250 7.1625 I
608090667 Ryan 0.3250 6.9125 I
608090669 Tartt 0.2000 6.6625 F
608100011 Myers 0.3250 7.0375 I
608100019 Wells 0.2350 6.7525 F
608100064 Lund 0.3250 6.7875 F
608100066 Sexton 0.2350 6.7525 F
608100072 Mcconkie 0.3250 6.9125 I
608100104 Buck 0.3250 7.1625 F
608100208 Tayenaka 0.2000 6.6625 F
608100219 Micalizzi 0.2350 6.7525 F
608100238 Brown 0.3250 7.0375 F
608100248 Babazadeh 0.3250 7.2875 F
608100349 Lincoln 0.2350 6.7525 I
608100366 Black 0.3250 6.7875 F
608100387 Steinberg 0.3250 8.1625 N
608100415 Schneider 0.2000 6.6625 F
608100550 Ratzlaff 0.3250 7.4125 F
608100596 Clark 0.3250 7.4125 N
608110004 Mott 0.3250 7.9125 I
708060287 Silva 0.3250 7.0375 I
708070053 Henry Jr. 0.3250 6.7875 F
708070144 Medak 0.3250 7.2875 I
708080025 Stysis 0.3250 6.7875 F
708080079 Molle 0.3250 7.1625 F
708080105 French 0.2350 6.7525 F
708080130 Kasten 0.3250 6.7875 F
708080156 Dunnavant 0.3250 7.0375 F
708080200 Adleson 0.3250 6.9125 F
708080224 Wood 0.3250 7.2875 I
708080294 Mowery 0.3250 7.2875 R
708090026 Davenport 0.3250 7.0375 F
708090029 Helminiak 0.3250 7.9125 F
708090083 Smith 0.3250 7.0375 F
708090122 Starr 0.3250 6.9125 F
708090146 Seiden 0.2350 6.7525 F
708090158 Ryan 0.3250 7.0375 I
Page 12 of 16
<PAGE>
<TABLE>
<CAPTION>
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
708090183 Chu 105 Woodland Valley Drive San Ramon CA 94583 360 306,000.00 7.2500
708090184 Jury 193 Coventry Drive Campbell CA 95008 360 235,000.00 7.5000
708090185 Kozlowski 8292 Robert Court Granite Bay CA 95746 360 284,000.00 7.1250
708090211 Garner 267 Hillview Avenue Redwood City CA 94062 360 364,000.00 7.2500
708090241 Earley 2475 Manchester Avenue Encinitas CA 92007 360 285,000.00 7.0000
708090245 Lloyd 12824 Brendel Drive Los Altos Hills CA 94022 360 299,000.00 7.1250
708090268 Amador 128 Camino De Amador Nw Albuquerque NM 87107 360 240,000.00 7.0000
708090273 Balaji 1064 Moffett Circle Palo Alto CA 94303 360 470,000.00 7.3750
708090276 Comeau 15445 Karl Avenue Monte Sereno CA 95030 360 445,000.00 7.2500
708090277 Breaux 595 Clyde Court Milpitas CA 95035 360 325,000.00 7.2500
708090303 Shen 1018 Windfield Street Redwood City CA 94065 360 285,000.00 7.1250
708090313 Desai 1138 Cameo Drive Campbell CA 95008 360 381,000.00 7.2500
708090319 Lau 430 Grenadine Way Hercules CA 94547 360 250,000.00 7.3750
708090320 Pinto 13901 Upper Hill Drive Saratoga CA 95070 360 349,000.00 7.2500
708090335 Buczek 208 Dantley Way Walnut Creek CA 94598 360 343,000.00 7.2500
708090351 Bates 13961 South Prairie Road Herriman UT 84065 360 295,400.00 7.0000
708100013 Nguyen 831 Wooded Hills Court Fremont CA 94539 360 499,000.00 7.2500
708100066 Giessler 1035 Whitney Drive Menlo Park CA 94025 360 452,000.00 7.0000
708100070 Yang 1528 Via Boronada Palos Verdes Estates CA 90274 360 380,000.00 7.0000
708100106 Red 1604 Troon Drive San Jose CA 95116 360 236,500.00 7.0000
708100166 Ho 218 Beaumere Way Milpitas CA 95035 360 266,000.00 7.0000
708100224 Bromberg 1736 South Mohawk Circle Salt Lake City UT 84108 360 281,000.00 7.0000
708100226 Denton 2315 Benson Avenue Santa Cruz CA 95065 360 366,000.00 7.0000
708100312 Verhulp 3325 Vernon Terrace Palo Alto CA 94303 360 425,000.00 7.0000
708100375 Resewehr 14406 Wamblee Trail Conifer CO 80433 360 220,000.00 7.2500
808060144 Smith 689 Leong Drive Mountain View CA 94043 360 244,000.00 7.2500
808060291 Schuelke 4459 Abbey Lane Santa Rosa CA 95401 360 257,000.00 7.0000
808060528 Savage 2803 7Th Street Santa Monica CA 90405 360 351,150.00 7.0000
808070004 Marcinkowski 1713 Casita Court Santa Rosa CA 95409 360 290,700.00 7.5000
808070162 Larsen 2489 Oakmont Court Fairfield CA 94533 360 241,300.00 7.1250
808070217 Scott 5794 Cold Water Drive Castro Valley CA 94552 360 253,000.00 7.1250
808070421 Mccannell 2214 Wheaton Court Santa Rosa CA 95403 360 182,800.00 7.5000
808070832 Golter 111 Jacklin Circle Milpitas CA 95035 360 282,150.00 7.5000
808080186 Saxon 9077 Grey Street Graton CA 95444 360 160,000.00 7.2500
808080378 Hosseinyoun 2472 Mar East Street Tiburon CA 94920 360 550,000.00 6.8750
808080387 Ramsey 2032 Orestes Way Campbell CA 95008 360 273,750.00 7.5000
808080459 Webb 612 Bobelaine Drive Santa Rosa CA 95405 360 152,000.00 7.7500
808080522 Sheeks 4774 Shade Tree Lane Santa Rosa CA 95405 360 148,000.00 7.5000
808080532 Kanahele 194 South 325 West Orem UT 84058 360 291,750.00 7.8750
808080534 Duro 15 West Court San Anselmo CA 94960 360 312,000.00 7.0000
808080576 Doria 403 Stanwick Street Brentwood CA 94513 360 280,250.00 6.8750
808080592 Brandt 32 Dutch Valley Lane San Anselmo CA 94960 360 335,000.00 7.3750
808080698 Dorsett 2729 Somerset Avenue Castro Valley CA 94546 360 250,800.00 7.5000
808080764 Lehnert 2200 Mcnab Ranch Road Ukiah CA 95482 360 450,000.00 7.5000
808080782 Metcalfe 292 Oakvue Road Pleasant Hill CA 94523 360 296,400.00 7.5000
808080792 Ubay 857 Vasona Street Milpitas CA 95035 360 208,800.00 7.7500
808080814 Marason 477 Corbett Avenue San Francisco CA 94114 360 387,000.00 6.8750
808080841 Matsumoto 2335 Blucher Valley Road Sebastopol CA 95472 360 345,000.00 7.1250
808080867 Upshaw Jr. 10 Carrie Court Pleasant Hill CA 94523 360 239,600.00 8.0000
808080869 Skelley 141 Sedgefield Court San Ramon CA 94583 360 320,000.00 8.0000
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME FPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
708090183 Chu 12/01/98 SF 2,087.46 306,000.00 7.2500 0.1625 O R 528,000.00 11/01/98
708090184 Jury 12/01/98 SF 1,643.15 235,000.00 7.5000 0.4125 O R 315,000.00 11/01/98
708090185 Kozlowski 12/01/98 SF 1,913.36 284,000.00 7.1250 0.0375 O P 365,000.00 11/01/98
708090211 Garner 12/01/98 SF 2,483.12 364,000.00 7.2500 0.1625 O P 458,000.00 11/01/98
708090241 Earley 12/01/98 SF 1,896.11 285,000.00 7.0000 0.0025 O R 400,000.00 11/01/98
708090245 Lloyd 12/01/98 SF 2,014.42 299,000.00 7.1250 0.0375 O R 1,350,000.00 11/01/98
708090268 Amador 12/01/98 SF 1,596.73 240,000.00 7.0000 0.0025 O R 300,000.00 11/01/98
708090273 Balaji 12/01/98 SF 3,246.17 470,000.00 7.3750 0.2875 O C 655,000.00 11/01/98
708090276 Comeau 12/01/98 SF 3,035.68 445,000.00 7.2500 0.1625 O R 805,000.00 11/01/98
708090277 Breaux 12/01/98 SF 2,217.07 325,000.00 7.2500 0.1625 O R 560,000.00 11/01/98
708090303 Shen 12/01/98 SF 1,920.10 285,000.00 7.1250 0.0375 O R 450,000.00 11/01/98
708090313 Desai 12/01/98 SF 2,599.09 381,000.00 7.2500 0.1625 O R 530,000.00 11/01/98
708090319 Lau 12/01/98 SF 1,726.69 250,000.00 7.3750 0.2875 O R 290,000.00 11/01/98
708090320 Pinto 12/01/98 SF 2,380.80 349,000.00 7.2500 0.1625 O R 1,500,000.00 11/01/98
708090335 Buczek 12/01/98 SF 2,339.86 343,000.00 7.2500 0.1625 O R 563,000.00 11/01/98
708090351 Bates 12/01/98 SF 1,965.30 295,400.00 7.0000 0.0025 O C 375,000.00 11/01/98
708100013 Nguyen 12/01/98 SF 3,404.06 499,000.00 7.2500 0.1625 O R 1,225,000.00 11/01/98
708100066 Giessler 12/01/98 SF 3,007.17 452,000.00 7.0000 0.0025 O R 879,000.00 11/01/98
708100070 Yang 12/01/98 SF 2,528.15 380,000.00 7.0000 0.0025 O R 675,000.00 11/01/98
708100106 Red 12/01/98 SF 1,573.44 236,500.00 7.0000 0.0025 O P 249,000.00 11/01/98
708100166 Ho 12/01/98 SF 1,769.70 266,000.00 7.0000 0.0025 O R 425,000.00 11/01/98
708100224 Bromberg 12/01/98 SF 1,869.50 281,000.00 7.0000 0.0025 O R 353,000.00 11/01/98
708100226 Denton 12/01/98 SF 2,435.01 366,000.00 7.0000 0.0025 O R 585,000.00 11/01/98
708100312 Verhulp 12/01/98 SF 2,827.54 425,000.00 7.0000 0.0025 O R 540,000.00 11/01/98
708100375 Resewehr 01/01/99 SF 1,500.79 220,000.00 7.2500 0.1625 O C 365,000.00 11/01/98
808060144 Smith 01/01/99 SF 1,664.51 244,000.00 7.2500 0.1625 O P 305,000.00 11/01/98
808060291 Schuelke 12/01/98 SF 1,709.83 257,000.00 7.0000 0.0025 O C 355,000.00 11/01/98
808060528 Savage 08/01/98 3F 2,336.21 349,988.55 7.0000 0.0025 O C 498,500.00 11/01/98
808070004 Marcinkowski 10/01/98 SF 2,032.62 290,267.17 7.5000 0.4125 O P 319,000.00 11/01/98
808070162 Larsen 09/01/98 SF 1,625.68 240,717.66 7.1250 0.0375 O P 254,000.00 11/01/98
808070217 Scott 12/01/98 SF 1,704.51 253,000.00 7.1250 0.0375 O R 365,000.00 11/01/98
808070421 Mccannell 10/01/98 SF 1,278.16 182,527.82 7.5000 0.4125 O P 228,500.00 11/01/98
808070832 Golter 11/01/98 SF 1,972.83 281,940.60 7.5000 0.4125 O P 297,000.00 11/01/98
808080186 Saxon 11/01/98 SF 1,091.48 159,875.18 7.2500 0.1625 O C 230,000.00 11/01/98
808080378 Hosseinyoun 12/01/98 SF 3,613.11 550,000.00 6.8750 0.0000 O C 1,550,000.00 11/01/98
808080387 Ramsey 10/01/98 SF 1,914.10 273,342.41 7.5000 0.4125 O C 365,000.00 11/01/98
808080459 Webb 11/01/98 SF 1,088.95 151,892.72 7.7500 0.6625 N C 190,000.00 11/01/98
808080522 Sheeks 10/01/98 SF 1,034.84 147,779.64 7.5000 0.4125 O P 185,000.00 11/01/98
808080532 Kanahele 11/01/98 SF 2,115.39 291,549.22 7.8750 0.7875 O C 389,000.00 11/01/98
808080534 Duro 12/01/98 SF 2,075.74 312,000.00 7.0000 0.0025 O P 390,000.00 11/01/98
808080576 Doria 11/01/98 SF 1,841.04 280,014.56 6.8750 0.0000 O P 295,000.00 11/01/98
808080592 Brandt 10/01/98 SF 2,313.76 334,488.62 7.3750 0.2875 O R 650,000.00 11/01/98
808080698 Dorsett 11/01/98 SF 1,753.63 250,613.87 7.5000 0.4125 O P 264,000.00 11/01/98
808080764 Lehnert 11/01/98 SF 3,146.47 449,666.03 7.5000 0.4125 O C 600,000.00 11/01/98
808080782 Metcalfe 11/01/98 SF 2,072.47 296,180.03 7.5000 0.4125 O P 324,000.00 11/01/98
808080792 Ubay 11/01/98 SF 1,495.87 208,652.63 7.7500 0.6625 N C 261,000.00 11/01/98
808080814 Marason 11/01/98 SF 2,542.31 386,674.87 6.8750 0.0000 O R 597,500.00 11/01/98
808080841 Matsumoto 11/01/98 SF 2,324.33 344,724.11 7.1250 0.0375 O C 610,000.00 11/01/98
808080867 Upshaw Jr. 11/01/98 SF 1,758.10 239,439.23 8.0000 0.9125 O P 300,000.00 11/01/98
808080869 Skelley 11/01/98 SF 2,348.05 319,785.29 8.0000 0.9125 O P 400,000.00 11/01/98
</TABLE>
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYPE
- -----------------------------------------------
708090183 Chu 0.3250 6.9125 F
708090184 Jury 0.3250 7.1625 R
708090185 Kozlowski 0.3250 6.7875 F
708090211 Garner 0.3250 6.9125 F
708090241 Earley 0.2350 6.7525 F
708090245 Lloyd 0.3250 6.7875 F
708090268 Amador 0.2350 6.7525 F
708090273 Balaji 0.3250 7.0375 F
708090276 Comeau 0.3250 6.9125 F
708090277 Breaux 0.3250 6.9125 F
708090303 Shen 0.3250 6.7875 F
708090313 Desai 0.3250 6.9125 F
708090319 Lau 0.3250 7.0375 F
708090320 Pinto 0.3250 6.9125 F
708090335 Buczek 0.3250 6.9125 F
708090351 Bates 0.2350 6.7525 F
708100013 Nguyen 0.3250 6.9125 F
708100066 Giessler 0.2350 6.7525 F
708100070 Yang 0.2350 6.7525 F
708100106 Red 0.2350 6.7525 F
708100166 Ho 0.2350 6.7525 F
708100224 Bromberg 0.2350 6.7525 F
708100226 Denton 0.2350 6.7525 F
708100312 Verhulp 0.2350 6.7525 F
708100375 Resewehr 0.3250 6.9125 N
808060144 Smith 0.3250 6.9125 F
808060291 Schuelke 0.2350 6.7525 F
808060528 Savage 0.2350 6.7525 F
808070004 Marcinkowski 0.3250 7.1625 F
808070162 Larsen 0.3250 6.7875 F
808070217 Scott 0.3250 6.7875 F
808070421 Mccannell 0.3250 7.1625 F
808070832 Golter 0.3250 7.1625 F
808080186 Saxon 0.3250 6.9125 I
808080378 Hosseinyoun 0.2000 6.6625 R
808080387 Ramsey 0.3250 7.1625 F
808080459 Webb 0.3250 7.4125 F
808080522 Sheeks 0.3250 7.1625 I
808080532 Kanahele 0.3250 7.5375 F
808080534 Duro 0.2350 6.7525 F
808080576 Doria 0.2000 6.6625 F
808080592 Brandt 0.3250 7.0375 I
808080698 Dorsett 0.3250 7.1625 F
808080764 Lehnert 0.3250 7.1625 I
808080782 Metcalfe 0.3250 7.1625 F
808080792 Ubay 0.3250 7.4125 F
808080814 Marason 0.2000 6.6625 F
808080841 Matsumoto 0.3250 6.7875 F
808080867 Upshaw Jr. 0.3250 7.6625 I
808080869 Skelley 0.3250 7.6625 R
Page 13 of 16
<PAGE>
<TABLE>
<CAPTION>
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
808080871 Adams 3058 Cafeto Drive Walnut Creek CA 94598 360 296,000.00 6.8750
808080896 Salo 2425 Sunrise Place Santa Rosa CA 95409 360 301,800.00 7.7500
808080901 Fernandez 2445 Delevan Way Santa Rosa CA 95404 360 286,000.00 7.1250
808080932 Bang 5025 Pressley Road Santa Rosa CA 95404 360 401,250.00 7.6250
808080933 Visscher 701 Woodlake Drive Santa Rosa CA 95405 360 165,000.00 7.1250
808080951 Hagan 203 Quarry Lane Santa Cruz CA 95060 360 481,000.00 7.3750
808080963 Anderson 7486 Monique Place Rohnert Park CA 94928 360 199,600.00 7.8750
808080991 White 1853 Adobe Creek Drive Petaluma CA 94954 360 318,000.00 7.5000
808090029 Barthold 156 Broadmoor Court San Anselmo CA 94960 360 400,000.00 7.7500
808090030 Stenburg 314 Valley Street Sausalito CA 94965 360 248,500.00 7.1250
808090033 Canellakis 111 Bay View Avenue Belvedere CA 94920 360 623,000.00 7.3750
808090048 Moore Jr. 1565 Laguna Road Santa Rosa CA 95401 360 300,000.00 7.5000
808090057 Hightower 342 Niblick Avenue Santa Rosa CA 95403 360 267,700.00 7.1250
808090067 Weber Jr 324 Singing Brook Circle Santa Rosa CA 95409 360 300,000.00 7.7500
808090082 Affinito 777 Snyder Lane Walnut Creek CA 94598 360 235,000.00 7.0000
808090086 Nagalingam 126 Belridge Drive Los Gatos CA 95032 360 496,000.00 7.5000
808090119 Baldassari 101 Eastman Court Petaluma CA 94952 360 292,000.00 7.1250
808090120 Stephenson 33 Everett Road Petaluma CA 94952 360 344,000.00 6.7500
808090144 Petiti 304 Park Boulevard Millbrae CA 94030 360 328,500.00 7.5000
808090186 Holt 1007 West 1770 North Orem UT 84057 360 226,400.00 6.8750
808090208 Tomka 729 San Simeon Street Sunnyvale CA 94086 360 303,500.00 7.3750
808090220 Mcneal 2035 El Prado Street Redwood City CA 94061 360 385,000.00 7.0000
808090235 Stanfield 1960 Windward Point Byron CA 94514 360 284,000.00 7.5000
808090249 Chang 9333 Se Hunters Bluff Portland OR 97266 360 278,000.00 7.5000
808090293 Cornell 1601 Sunset Drive Pacific Grove CA 93950 360 445,000.00 7.2500
808090300 Metcalf 3331 La Mesa Drive San Carlos CA 94070 360 188,000.00 7.7500
808090321 Lograsso 3367 Lubich Drive Mountain View CA 94040 360 320,000.00 6.8750
808090357 Mitnick 1077 Tilton Road Sebastopol CA 95472 360 314,400.00 7.0000
808090367 Kavanagh 320 Summerview Court San Ramon CA 94583 360 294,000.00 7.3750
808090371 Shroff 4965 Wellington Park Drive San Jose CA 95136 360 276,000.00 7.3750
808090399 Regan Jr. 1208 Chiquita Road Healdsburg CA 95448 360 295,000.00 6.8750
808090458 Parker 1547 Garden Glen Way San Jose CA 95125 360 280,000.00 7.2500
808090475 Miller 425 Tamalpais Avenue Mill Valley CA 94941 360 390,000.00 7.2500
808090478 Spears 22 Nokomis Avenue San Anselmo CA 94960 360 345,775.00 7.2500
808090542 Madrid 3223 San Pedro Way Union City CA 94587 360 242,200.00 7.5000
808090562 Mc Mullin 1027 Alpine Court Napa CA 94558 360 246,000.00 7.1250
808090618 Dotson 14861 Armstrong Woods Road Guerneville CA 95446 360 324,800.00 7.0000
808090619 Delmonte 39 Cameron Court Danville CA 94506 360 553,300.00 7.6250
808090687 Stoeger 4200 Petaluma Hill Road Santa Rosa CA 95404 360 592,000.00 7.3750
808090697 Niderost 19060 Stanton Avenue Castro Valley CA 94546 360 257,000.00 7.5000
808090761 Wencel 15975 Cerro Vista Drive Los Gatos CA 95032 360 795,000.00 7.6250
808090764 Mayo 3473 Rambow Drive Palo Alto CA 94306 360 240,000.00 7.2500
808090769 Craik 520 Oak Park Drive San Francisco CA 94131 360 385,000.00 6.8750
808090830 Simpson 4715 Golf View Court Santa Rosa CA 95405 360 253,000.00 7.3750
808090833 Cacao 121123 Fanyon Street Milpitas CA 95035 360 235,100.00 7.0000
808090856 Trammell 1943 Adams Court Mountain View CA 94040 360 500,000.00 7.1250
808090858 Skvarna 28252 Paseo Corrales San Juan Capistrano CA 92675 360 320,000.00 7.2500
808090868 Callander 30 16Th Avenue San Francisco CA 94118 360 650,000.00 7.5000
808090889 York 1018 Capitol Avenue San Francisco CA 94112 360 238,000.00 7.0000
808090914 Rogers 1901 Mar West Tiburon CA 94920 360 600,000.00 7.0000
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME FPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
808080871 Adams 12/01/98 SF 1,944.51 296,000.00 6.8750 0.0000 O P 370,000.00 11/01/98
808080896 Salo 11/01/98 SF 2,162.13 301,586.99 7.7500 0.6625 O C 450,000.00 11/01/98
808080901 Fernandez 11/01/98 SF 1,926.84 285,771.29 7.1250 0.0375 O C 367,000.00 11/01/98
808080932 Bang 11/01/98 SF 2,840.02 400,959.59 7.6250 0.5375 O C 535,000.00 11/01/98
808080933 Visscher 11/01/98 SF 1,111.64 164,868.05 7.1250 0.0375 O C 220,000.00 11/01/98
808080951 Hagan 11/01/98 SF 3,322.15 480,634.00 7.3750 0.2875 O C 642,000.00 11/01/98
808080963 Anderson 11/01/98 SF 1,447.24 199,462.64 7.8750 0.7875 N P 222,000.00 11/01/98
808080991 White 11/01/98 SF 2,223.50 317,764.00 7.5000 0.4125 O R 410,000.00 11/01/98
808090029 Barthold 12/01/98 SF 2,865.65 400,000.00 7.7500 0.6625 O C 565,000.00 11/01/98
808090030 Stenburg 12/01/98 SF 1,674.19 248,500.00 7.1250 0.0375 O C 450,000.00 11/01/98
808090033 Canellakis 12/01/98 SF 4,302.91 623,000.00 7.3750 0.2875 O R 1,400,000.00 11/01/98
808090048 Moore Jr. 12/01/98 SF 2,097.64 300,000.00 7.5000 0.4125 N R 375,000.00 11/01/98
808090057 Hightower 11/01/98 SF 1,803.54 267,485.92 7.1250 0.0375 O P 315,000.00 11/01/98
808090067 Weber Jr 11/01/98 SF 2,149.24 299,788.26 7.7500 0.6625 O P 410,000.00 11/01/98
808090082 Affinito 11/01/98 SF 1,563.46 234,807.37 7.0000 0.0025 O R 435,000.00 11/01/98
808090086 Nagalingam 11/01/98 SF 3,468.10 495,631.90 7.5000 0.4125 O C 670,000.00 11/01/98
808090119 Baldassari 11/01/98 SF 1,967.26 291,766.49 7.1250 0.0375 O R 520,000.00 11/01/98
808090120 Stephenson 11/01/98 SF 2,231.18 343,703.82 6.7500 0.0000 O C 430,000.00 11/01/98
808090144 Petiti 11/01/98 SF 2,296.92 328,256.21 7.5000 0.4125 O R 505,000.00 11/01/98
808090186 Holt 12/01/98 SF 1,487.29 226,400.00 6.8750 0.0000 O C 285,000.00 11/01/98
808090208 Tomka 11/01/98 SF 2,096.20 303,269.06 7.3750 0.2875 O C 380,000.00 11/01/98
808090220 Mcneal 12/01/98 SF 2,561.41 385,000.00 7.0000 0.0025 O R 560,000.00 11/01/98
808090235 Stanfield 12/01/98 SF 1,985.77 284,000.00 7.5000 0.4125 O R 385,000.00 11/01/98
808090249 Chang 11/01/98 SF 1,943.82 277,793.68 7.5000 0.4125 O C 390,000.00 11/01/98
808090293 Cornell 11/01/98 SF 3,035.68 444,652.86 7.2500 0.1625 O R 900,000.00 11/01/98
808090300 Metcalf 11/01/98 CO 1,346.86 187,867.31 7.7500 0.6625 N P 263,000.00 11/01/98
808090321 Lograsso 11/01/98 SF 2,102.17 319,731.16 6.8750 0.0000 O P 490,000.00 11/01/98
808090357 Mitnick 12/01/98 SF 2,091.71 314,400.00 7.0000 0.0025 O P 425,000.00 11/01/98
808090367 Kavanagh 12/01/98 SF 2,030.58 294,000.00 7.3750 0.2875 O C 410,000.00 11/01/98
808090371 Shroff 12/01/98 SF 1,906.26 276,000.00 7.3750 0.2875 O C 360,000.00 11/01/98
808090399 Regan Jr. 12/01/98 SF 1,937.94 295,000.00 6.8750 0.0000 O C 430,000.00 11/01/98
808090458 Parker 12/01/98 SF 1,910.09 280,000.00 7.2500 0.1625 O C 380,000.00 11/01/98
808090475 Miller 12/01/98 SF 2,660.49 390,000.00 7.2500 0.1625 O R 825,000.00 11/01/98
808090478 Spears 12/01/98 SF 2,358.80 345,775.00 7.2500 0.1625 O R 835,000.00 11/01/98
808090542 Madrid 12/01/98 SF 1,693.50 242,200.00 7.5000 0.4125 O P 255,000.00 11/01/98
808090562 Mc Mullin 12/01/98 SF 1,657.35 246,000.00 7.1250 0.0375 O R 350,000.00 11/01/98
808090618 Dotson 12/01/98 SF 2,160.90 324,800.00 7.0000 0.0025 O P 406,000.00 11/01/98
808090619 Delmonte 11/01/98 SF 3,916.22 552,899.54 7.6250 0.5375 O R 800,000.00 11/01/98
808090687 Stoeger 01/01/99 SF 4,088.80 592,000.00 7.3750 0.2875 O C 740,000.00 11/01/98
808090697 Niderost 11/01/98 SF 1,796.98 256,809.27 7.5000 0.4125 O R 325,000.00 11/01/98
808090761 Wencel 12/01/98 SF 5,626.96 795,000.00 7.6250 0.5375 O R 1,725,000.00 11/01/98
808090764 Mayo 11/01/98 SF 1,637.22 239,812.78 7.2500 0.1625 O C 655,000.00 11/01/98
808090769 Craik 12/01/98 SF 2,529.18 385,000.00 6.8750 0.0000 O R 500,000.00 11/01/98
808090830 Simpson 12/01/98 SF 1,747.41 253,000.00 7.3750 0.2875 O R 380,000.00 11/01/98
808090833 Cacao 12/01/98 2F 1,564.13 235,100.00 7.0000 0.0025 N C 313,500.00 11/01/98
808090856 Trammell 12/01/98 SF 3,368.59 500,000.00 7.1250 0.0375 O P 675,000.00 11/01/98
808090858 Skvarna 12/01/98 SF 2,182.96 320,000.00 7.2500 0.1625 O C 400,000.00 11/01/98
808090868 Callander 12/01/98 SF 4,544.89 650,000.00 7.5000 0.4125 O C 1,025,000.00 11/01/98
808090889 York 12/01/98 SF 1,583.42 238,000.00 7.0000 0.0025 O R 315,000.00 11/01/98
808090914 Rogers 12/01/98 SF 3,991.82 600,000.00 7.0000 0.0025 O R 800,000.00 11/01/98
</TABLE>
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYP
- ----------------------------------------------
808080871 Adams 0.2000 6.6625 F
808080896 Salo 0.3250 7.4125 F
808080901 Fernandez 0.3250 6.7875 F
808080932 Bang 0.3250 7.2875 R
808080933 Visscher 0.3250 6.7875 I
808080951 Hagan 0.3250 7.0375 R
808080963 Anderson 0.3250 7.5375 F
808080991 White 0.3250 7.1625 F
808090029 Barthold 0.3250 7.4125 F
808090030 Stenburg 0.3250 6.7875 F
808090033 Canellakis 0.3250 7.0375 I
808090048 Moore Jr. 0.3250 7.1625 F
808090057 Hightower 0.3250 6.7875 F
808090067 Weber Jr 0.3250 7.4125 R
808090082 Affinito 0.2350 6.7525 I
808090086 Nagalingam 0.3250 7.1625 F
808090119 Baldassari 0.3250 6.7875 F
808090120 Stephenson 0.2000 6.5375 F
808090144 Petiti 0.3250 7.1625 I
808090186 Holt 0.2000 6.6625 F
808090208 Tomka 0.3250 7.0375 F
808090220 Mcneal 0.2350 6.7525 F
808090235 Stanfield 0.3250 7.1625 F
808090249 Chang 0.3250 7.1625 F
808090293 Cornell 0.3250 6.9125 I
808090300 Metcalf 0.3250 7.4125 R
808090321 Lograsso 0.2000 6.6625 F
808090357 Mitnick 0.2350 6.7525 F
808090367 Kavanagh 0.3250 7.0375 F
808090371 Shroff 0.3250 7.0375 F
808090399 Regan Jr. 0.2000 6.6625 F
808090458 Parker 0.3250 6.9125 F
808090475 Miller 0.3250 6.9125 F
808090478 Spears 0.3250 6.9125 F
808090542 Madrid 0.3250 7.1625 F
808090562 Mc Mullin 0.3250 6.7875 F
808090618 Dotson 0.2350 6.7525 F
808090619 Delmonte 0.3250 7.2875 I
808090687 Stoeger 0.3250 7.0375 F
808090697 Niderost 0.3250 7.1625 F
808090761 Wencel 0.3250 7.2875 R
808090764 Mayo 0.3250 6.9125 R
808090769 Craik 0.2000 6.6625 F
808090830 Simpson 0.3250 7.0375 F
808090833 Cacao 0.2350 6.7525 F
808090856 Trammell 0.3250 6.7875 F
808090858 Skvarna 0.3250 6.9125 F
808090868 Callander 0.3250 7.1625 I
808090889 York 0.2350 6.7525 F
808090914 Rogers 0.2350 6.7525 F
Page 14 of 16
<PAGE>
<TABLE>
<CAPTION>
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
808090918 Wengert 533 Liberty Street San Francisco CA 94114 360 500,000.00 7.0000
808090929 Beasley 4539 Elinora Avenue Oakland CA 94619 360 273,000.00 7.2500
808090943 Carpio 3941 Fleetwood Drive San Bruno CA 94006 360 328,000.00 7.6250
808090947 Morgan Jr. 141 Gemini Court Los Gatos CA 95032 360 460,000.00 6.8750
808091071 GoreMann 4238 Ridgemont Court Oakland CA 94619 360 339,000.00 7.5000
808091075 Frey 1879 Elderwood Drive Concord CA 94519 360 151,200.00 7.2500
808091082 Framsted 5292 Fairweather Court Castro Valley CA 94552 360 309,500.00 6.7500
808091121 Avila 5943 Marshwell Way San Jose CA 95138 360 250,200.00 7.0000
808091155 Fattore 1052 Feather Circle Clayton CA 94517 360 164,000.00 7.2500
808091209 Cacao 781 Calero Street Milpitas CA 95035 360 216,000.00 7.5000
808091212 Reardon 3118 Arbor Drive Pleasanton CA 94566 360 368,000.00 7.2500
808100029 Huff 2360 Center Road Novato CA 94947 360 260,800.00 7.3750
808100035 Edridge 25 Manor View Fairfax CA 94930 360 280,000.00 7.0000
808100042 Ham 211 Alamos Place San Ramon CA 94583 360 267,500.00 7.0000
808100061 Plumley 1804 Brewster Avenue Redwood City CA 94062 360 380,000.00 7.0000
808100063 Semmelmayer 7429 Aspen Court Pleasanton CA 94588 360 320,000.00 7.2500
808100065 Diaz 4306 Hatteras Court Rohnert Park CA 94928 360 323,800.00 7.0000
808100084 With 2055 Mohawk Drive Pleasant Hill CA 94523 360 266,000.00 6.8750
808100087 Garcia 6364 Altamar Circle Livermore CA 94550 360 268,550.00 7.7500
808100096 Skyhawk 277 Las Lomas Way Walnut Creek CA 94598 360 275,000.00 7.1250
808100118 Jacoby 380 Gazania Court Santa Rosa CA 95403 360 220,000.00 7.2500
808100170 Sinton 21 Somerset Place Palo Alto CA 94301 360 440,000.00 7.0000
808100190 Webb 3217 Brookwood Drive Lafayette CA 94549 360 308,000.00 7.0000
808100198 Balcerak 1025 Burbank Avenue Santa Rosa CA 95407 360 140,000.00 7.5000
808100295 Yarger 1821 Rainier Circle Petaluma CA 94954 360 249,800.00 7.3750
808100297 Ramos 2240 Gadwall Court San Leandro CA 94579 360 239,600.00 7.0000
808100329 Bruce 3836 Glen Park Road Oakland CA 94602 360 168,000.00 7.6250
808100411 Skoog 306 Schiappino Street Santa Rosa CA 95409 360 244,000.00 7.2500
808100434 Morrison 3870 Rocky Point Way Santa Rosa CA 95404 360 270,000.00 7.0000
808100440 August 1091 Country Lane Pleasanton CA 94588 360 395,000.00 6.8750
808100496 Cruz 2220 Warbler Court San Leandro CA 94579 360 242,200.00 7.0000
808100500 Ysunza 1007 River Rock Lane Danville CA 94526 360 275,000.00 6.7500
808100501 Estebez 2310 Redwood Road Hercules CA 94547 360 254,100.00 7.3750
808100530 Srinivasan 385 Daisy Drive San Jose CA 95123 360 393,600.00 7.0000
808100574 Hemphill 47081 Pirates Drive Anchor Bay CA 95445 360 350,000.00 7.2500
808100592 Workman 8806 Old Country Road Roseville CA 95661 360 376,700.00 7.0000
808100599 Mleczko 4868 Kingdale Drive San Jose CA 95124 360 294,600.00 7.1250
808100613 Wilcsinszky 3671 Arizona Drive Santa Rosa CA 95405 180 138,750.00 7.1250
808100670 Stuhr 513 San Juan Street Santa Rosa CA 95409 360 357,500.00 7.2500
808100768 Smith 855 Wildwood Trail Santa Rosa CA 95409 360 271,200.00 7.7500
808100867 Despotakis 7756 Country Lane Pleasanton CA 94566 360 398,200.00 7.3750
808100868 Haller 131 Windsor Drive Petaluma CA 94952 360 236,000.00 7.0000
808100996 Oates 5056 Oak Mello Court Elk Grove CA 95758 360 298,000.00 7.1250
808101006 Ledbetter 644 Westridge Drive San Jose CA 95117 360 280,000.00 7.3750
808101114 Shah 43245 Luzon Drive Fremont CA 94539 360 405,000.00 7.1250
808101388 Palmer 614 Rudd Road Vista CA 92084 360 165,000.00 6.8750
808101475 Paupst 721 Mountain View Avenue Petaluma CA 94952 360 292,000.00 8.5000
908070122 Said 230 Camden Drive Zionsville IN 46077 360 279,300.00 7.2500
908070213 Blake 10602 Country Squire Court Matthews NC 28105 360 298,300.00 7.0000
908070230 Czajka 5287 Oakhill Commerce Twp MI 48382 360 320,000.00 7.5000
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME FPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
808090918 Wengert 12/01/98 SF 3,326.51 500,000.00 7.0000 0.0025 O R 780,000.00 11/01/98
808090929 Beasley 12/01/98 SF 1,862.34 273,000.00 7.2500 0.1625 O C 342,000.00 11/01/98
808090943 Carpio 12/01/98 SF 2,321.56 328,000.00 7.6250 0.5375 O C 410,000.00 11/01/98
808090947 Morgan Jr. 12/01/98 SF 3,021.87 460,000.00 6.8750 0.0000 O C 690,000.00 11/01/98
808091071 GoreMann 12/01/98 SF 2,370.34 339,000.00 7.5000 0.4125 O R 478,000.00 11/01/98
808091075 Frey 12/01/98 SF 1,031.45 151,200.00 7.2500 0.1625 O R 189,000.00 11/01/98
808091082 Framsted 12/01/98 SF 2,007.41 309,500.00 6.7500 0.0000 O P 387,000.00 11/01/98
808091121 Avila 12/01/98 SF 1,664.59 250,200.00 7.0000 0.0025 O P 278,000.00 11/01/98
808091155 Fattore 12/01/98 SF 1,118.77 164,000.00 7.2500 0.1625 O P 244,500.00 11/01/98
808091209 Cacao 12/01/98 SF 1,510.30 216,000.00 7.5000 0.4125 N C 270,000.00 11/01/98
808091212 Reardon 12/01/98 SF 2,510.41 368,000.00 7.2500 0.1625 O C 510,000.00 11/01/98
808100029 Huff 12/01/98 SF 1,801.28 260,800.00 7.3750 0.2875 O R 395,000.00 11/01/98
808100035 Edridge 12/01/98 SF 1,862.85 280,000.00 7.0000 0.0025 O C 350,000.00 11/01/98
808100042 Ham 12/01/98 SF 1,779.68 267,500.00 7.0000 0.0025 O R 350,000.00 11/01/98
808100061 Plumley 12/01/98 SF 2,528.15 380,000.00 7.0000 0.0025 O R 540,000.00 11/01/98
808100063 Semmelmayer 12/01/98 SF 2,182.96 320,000.00 7.2500 0.1625 O C 400,000.00 11/01/98
808100065 Diaz 12/01/98 SF 2,154.25 323,800.00 7.0000 0.0025 O R 410,000.00 11/01/98
808100084 With 12/01/98 SF 1,747.43 266,000.00 6.8750 0.0000 O C 380,000.00 11/01/98
808100087 Garcia 12/01/98 SF 1,923.93 268,550.00 7.7500 0.6625 N P 298,500.00 11/01/98
808100096 Skyhawk 12/01/98 SF 1,852.73 275,000.00 7.1250 0.0375 O C 365,000.00 11/01/98
808100118 Jacoby 12/01/98 SF 1,500.79 220,000.00 7.2500 0.1625 O C 275,000.00 11/01/98
808100170 Sinton 12/01/98 SF 2,927.33 440,000.00 7.0000 0.0025 O R 745,000.00 11/01/98
808100190 Webb 12/01/98 SF 2,049.13 308,000.00 7.0000 0.0025 O R 460,000.00 11/01/98
808100198 Balcerak 01/01/99 SF 978.90 140,000.00 7.5000 0.4125 O R 181,000.00 11/01/98
808100295 Yarger 12/01/98 SF 1,725.31 249,800.00 7.3750 0.2875 O R 346,500.00 11/01/98
808100297 Ramos 12/01/98 CO 1,594.06 239,600.00 7.0000 0.0025 O P 253,000.00 11/01/98
808100329 Bruce 12/01/98 SF 1,189.09 168,000.00 7.6250 0.5375 O P 210,000.00 11/01/98
808100411 Skoog 12/01/98 SF 1,664.51 244,000.00 7.2500 0.1625 O R 330,000.00 11/01/98
808100434 Morrison 12/01/98 SF 1,796.32 270,000.00 7.0000 0.0025 O R 605,000.00 11/01/98
808100440 August 12/01/98 SF 2,594.87 395,000.00 6.8750 0.0000 O R 750,000.00 11/01/98
808100496 Cruz 12/01/98 CO 1,611.36 242,200.00 7.0000 0.0025 O P 269,125.00 11/01/98
808100500 Ysunza 12/01/98 SF 1,783.64 275,000.00 6.7500 0.0000 O C 395,000.00 11/01/98
808100501 Estebez 01/01/99 SF 1,755.01 254,100.00 7.3750 0.2875 O P 278,000.00 11/01/98
808100530 Srinivasan 12/01/98 SF 2,618.63 393,600.00 7.0000 0.0025 O R 492,000.00 11/01/98
808100574 Hemphill 12/01/98 SF 2,387.62 350,000.00 7.2500 0.1625 O R 450,000.00 11/01/98
808100592 Workman 12/01/98 SF 2,506.19 376,700.00 7.0000 0.0025 O R 510,000.00 11/01/98
808100599 Mleczko 12/01/98 SF 1,984.77 294,600.00 7.1250 0.0375 O C 360,000.00 11/01/98
808100613 Wilcsinszky 12/01/98 SF 1,256.84 138,750.00 7.1250 0.0375 N R 185,000.00 11/01/98
808100670 Stuhr 01/01/99 SF 2,438.78 357,500.00 7.2500 0.1625 O R 450,000.00 11/01/98
808100768 Smith 12/01/98 SF 1,942.91 271,200.00 7.7500 0.6625 O P 350,000.00 11/01/98
808100867 Despotakis 12/01/98 SF 2,750.27 398,200.00 7.3750 0.2875 O R 850,000.00 11/01/98
808100868 Haller 01/01/99 SF 1,570.11 236,000.00 7.0000 0.0025 O R 300,000.00 11/01/98
808100996 Oates 12/01/98 SF 2,007.68 298,000.00 7.1250 0.0375 O R 350,000.00 11/01/98
808101006 Ledbetter 01/01/99 SF 1,933.89 280,000.00 7.3750 0.2875 O P 350,000.00 11/01/98
808101114 Shah 12/01/98 SF 2,728.56 405,000.00 7.1250 0.0375 O R 620,000.00 11/01/98
808101388 Palmer 12/01/98 SF 1,083.93 165,000.00 6.8750 0.0000 O C 220,000.00 11/01/98
808101475 Paupst 01/01/99 SF 2,245.23 292,000.00 8.5000 1.4125 O P 390,000.00 11/01/98
908070122 Said 09/01/98 SF 1,905.32 278,642.40 7.2500 0.1625 O P 309,000.00 11/01/98
908070213 Blake 09/01/98 SF 1,984.60 297,562.17 7.0000 0.0025 O P 314,000.00 11/01/98
908070230 Czajka 09/01/98 SF 2,237.49 319,283.08 7.5000 0.4125 O C 450,000.00 11/01/98
</TABLE>
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYPE
- -----------------------------------------------
808090918 Wengert 0.2350 6.7525 F
808090929 Beasley 0.3250 6.9125 R
808090943 Carpio 0.3250 7.2875 F
808090947 Morgan Jr. 0.2000 6.6625 F
808091071 GoreMann 0.3250 7.1625 F
808091075 Frey 0.3250 6.9125 I
808091082 Framsted 0.2000 6.5375 F
808091121 Avila 0.2350 6.7525 F
808091155 Fattore 0.3250 6.9125 I
808091209 Cacao 0.3250 7.1625 F
808091212 Reardon 0.3250 6.9125 F
808100029 Huff 0.3250 7.0375 F
808100035 Edridge 0.2350 6.7525 I
808100042 Ham 0.2350 6.7525 F
808100061 Plumley 0.2350 6.7525 F
808100063 Semmelmayer 0.3250 6.9125 F
808100065 Diaz 0.2350 6.7525 F
808100084 With 0.2000 6.6625 F
808100087 Garcia 0.3250 7.4125 F
808100096 Skyhawk 0.3250 6.7875 F
808100118 Jacoby 0.3250 6.9125 I
808100170 Sinton 0.2350 6.7525 F
808100190 Webb 0.2350 6.7525 F
808100198 Balcerak 0.3250 7.1625 I
808100295 Yarger 0.3250 7.0375 F
808100297 Ramos 0.2350 6.7525 F
808100329 Bruce 0.3250 7.2875 I
808100411 Skoog 0.3250 6.9125 F
808100434 Morrison 0.2350 6.7525 F
808100440 August 0.2000 6.6625 I
808100496 Cruz 0.2350 6.7525 F
808100500 Ysunza 0.2000 6.5375 F
808100501 Estebez 0.3250 7.0375 F
808100530 Srinivasan 0.2350 6.7525 F
808100574 Hemphill 0.3250 6.9125 F
808100592 Workman 0.2350 6.7525 F
808100599 Mleczko 0.3250 6.7875 F
808100613 Wilcsinszky 0.3250 6.7875 I
808100670 Stuhr 0.3250 6.9125 F
808100768 Smith 0.3250 7.4125 F
808100867 Despotakis 0.3250 7.0375 F
808100868 Haller 0.2350 6.7525 F
808100996 Oates 0.3250 6.7875 F
808101006 Ledbetter 0.3250 7.0375 F
808101114 Shah 0.3250 6.7875 F
808101388 Palmer 0.2000 6.6625 I
808101475 Paupst 0.3250 8.1625 R
908070122 Said 0.3250 6.9125 F
908070213 Blake 0.2350 6.7525 F
908070230 Czajka 0.3250 7.1625 F
Page 15 of 16
<PAGE>
<TABLE>
<CAPTION>
LOAN STREET ORIG ORIG ORIG
NUMBER NAME ADDRESS CITY STATE ZIP TERM BAL RATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
908070370 Waters 3553 Chippenham Drive Birmingham AL 35242 360 235,000.00 7.1250
908080536 Saltzman 4386 Sunny Lake Hartland Twp. MI 48353 360 371,200.00 7.0000
908090079 Bartholomae 86 Kettle Creek Road Weston CT 06883 360 510,000.00 7.3750
908090128 Leithauser 4995 Deer Creek Circle North Washington MI 48094 360 300,000.00 7.7500
908090173 Schmidt 2276 Avon Lane Birmingham MI 48009 360 330,800.00 7.3750
908090311 Soller 1833 Jason Circle Rochester MI 48306 360 269,500.00 7.2500
908090395 Downing 85028504 Colgate Oak Park MI 48237 180 90,350.00 7.8750
908100031 Fluery 28 Fluery Drive Stafford Springs CT 06076 360 172,000.00 7.8750
908100056 Maio 2818 Glazier Way Ann Arbor MI 48150 360 288,000.00 7.0000
908100110 Doklan 599 Long Hill Road Long Hill Twp NJ 07933 360 346,500.00 7.5000
908100166 Delcol 6698 Kings Mill Drive Canton Township MI 48187 360 256,000.00 7.2500
908100198 Bobola 5230 Towbridge Drive Hudson OH 44236 360 236,000.00 7.7500
908100296 Oakley 181 Sherman Hill Rd Woodbury CT 06798 360 248,000.00 6.8750
908100360 Franceschiello 2203 Third Avenue Spring Lake NJ 07719 360 335,000.00 7.2500
908100391 Doyle Jr. 72911 Teal Court Bruce Township MI 48065 360 260,000.00 7.1250
908100436 Wilk 24036 Westmont Drive Novi MI 48374 360 273,000.00 7.0000
908100446 Clemens 11872 Stoney Bay Circle Carmel IN 46033 360 272,800.00 7.5000
908100447 Yakopec 408 Mumm Lane Raleigh NC 27615 360 292,000.00 6.8750
1103130007 Dinhoble 2918 Rr 620 N Unit #202 Austin TX 78734 360 135,950.00 7.1250
1108090009 Beck 5011 Selinda Lane San Jose CA 95124 360 309,600.00 6.8750
1108090011 Kimmons 2918 Rr 620 N Austin TX 78734 360 162,100.00 7.5000
1108090015 Cavender 2678 Sycamore Grove Pl. San Jose CA 95121 360 439,650.00 6.8750
1108090016 Savage 1648 Capitancillos Drive San Jose CA 95120 360 433,800.00 7.1250
1108090026 Connolly 6140 Franciscan Court San Jose CA 95120 360 325,000.00 7.1250
1108090028 Kruz 1025 Pinenut Court Sunnyvale CA 94087 360 489,000.00 7.0000
1108100014 Small 1515 Castilleja Ave Palo Alto CA 94306 360 490,000.00 7.1250
1408090010 Perlatti 3129 Pleasant Beach Drive No Bainbridge Island WA 98110 360 405,400.00 7.0000
1408090014 Bors 18201 Snow Creek Lane Bend OR 97701 360 330,150.00 7.2500
1408090034 Kam 11979 Southwest Viewcrest Cou Tigard OR 97223 360 360,000.00 7.0000
1408090051 Liu 13551 Southwood Court Lake Oswego OR 97035 360 285,000.00 6.8750
1408100059 Phillips 58022 Winners Circle Sunriver OR 97707 360 315,600.00 7.2500
1408100171 Singh 1429 233Rd Avenue Northeast Redmond WA 98053 360 268,700.00 7.0000
1408100326 Shaeffer 19228 Southeast 44Th Way Issaquah WA 98027 360 288,000.00 7.6250
Total: 783 Loans 247,681,650.00
------ --- ----- --------------
</TABLE>
<TABLE>
<CAPTION>
LOAN PROP CURR GROSS POOL LOAN APPR INTEREST
NUMBER NAME FPD TYPE PANDI BAL RATE STRIP OCC PURP VALUE PAID TO
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
908070370 Waters 09/01/98 SF 1,583.24 234,432.87 7.1250 0.0375 O C 300,000.00 11/01/98
908080536 Saltzman 01/01/99 SF 2,469.60 371,200.00 7.0000 0.0025 O P 464,000.00 11/01/98
908090079 Bartholomae 12/01/98 SF 3,522.44 510,000.00 7.3750 0.2875 O R 975,000.00 11/01/98
908090128 Leithauser 11/01/98 SF 2,149.24 299,788.26 7.7500 0.6625 O R 521,000.00 11/01/98
908090173 Schmidt 12/01/98 SF 2,284.75 330,800.00 7.3750 0.2875 O C 544,000.00 11/01/98
908090311 Soller 01/01/99 SF 1,838.47 269,500.00 7.2500 0.1625 O R 300,000.00 11/01/98
908090395 Downing 12/01/98 SF 856.92 90,350.00 7.8750 0.7875 N C 139,000.00 11/01/98
908100031 Fluery 12/01/98 SF 1,247.12 172,000.00 7.8750 0.7875 O C 257,000.00 11/01/98
908100056 Maio 12/01/98 SF 1,916.07 288,000.00 7.0000 0.0025 O R 360,000.00 11/01/98
908100110 Doklan 12/01/98 SF 2,422.78 346,500.00 7.5000 0.4125 O P 385,000.00 11/01/98
908100166 Delcol 12/01/98 SF 1,746.37 256,000.00 7.2500 0.1625 O R 327,000.00 11/01/98
908100198 Bobola 12/01/98 SF 1,690.73 236,000.00 7.7500 0.6625 O R 270,000.00 11/01/98
908100296 Oakley 12/01/98 SF 1,629.18 248,000.00 6.8750 0.0000 O R 310,000.00 11/01/98
908100360 Franceschiello 01/01/99 SF 2,285.29 335,000.00 7.2500 0.1625 O P 375,000.00 11/01/98
908100391 Doyle Jr. 12/01/98 CO 1,751.67 260,000.00 7.1250 0.0375 O R 348,000.00 11/01/98
908100436 Wilk 12/01/98 SF 1,816.28 273,000.00 7.0000 0.0025 O R 375,000.00 11/01/98
908100446 Clemens 12/01/98 SF 1,907.46 272,800.00 7.5000 0.4125 O P 354,000.00 11/01/98
908100447 Yakopec 12/01/98 SF 1,918.23 292,000.00 6.8750 0.0000 O R 438,000.00 11/01/98
1103130007 Dinhoble 10/01/98 CO 915.92 135,731.92 7.1250 0.0375 O P 170,000.00 11/01/98
1108090009 Beck 11/01/98 SF 2,033.85 309,339.90 6.8750 0.0000 O C 387,000.00 11/01/98
1108090011 Kimmons 11/01/98 CO 1,133.43 161,979.70 7.5000 0.4125 O P 210,000.00 11/01/98
1108090015 Cavender 12/01/98 SF 2,888.19 439,650.00 6.8750 0.0000 O P 549,574.00 11/01/98
1108090016 Savage 12/01/98 SF 2,922.59 433,800.00 7.1250 0.0375 O R 585,000.00 11/01/98
1108090026 Connolly 12/01/98 SF 2,189.59 325,000.00 7.1250 0.0375 O C 479,000.00 11/01/98
1108090028 Kruz 12/01/98 SF 3,253.33 489,000.00 7.0000 0.0025 O R 625,000.00 11/01/98
1108100014 Small 12/01/98 SF 3,301.22 490,000.00 7.1250 0.0375 O R 1,012,000.00 11/01/98
1408090010 Perlatti 12/01/98 SF 2,697.14 405,400.00 7.0000 0.0025 O C 990,000.00 11/01/98
1408090014 Bors 11/01/98 SF 2,252.21 329,892.45 7.2500 0.1625 O R 425,000.00 11/01/98
1408090034 Kam 12/01/98 SF 2,395.09 360,000.00 7.0000 0.0025 O C 450,000.00 11/01/98
1408090051 Liu 12/01/98 SF 1,872.25 285,000.00 6.8750 0.0000 O P 390,000.00 11/01/98
1408100059 Phillips 12/01/98 SF 2,152.95 315,600.00 7.2500 0.1625 O C 411,000.00 11/01/98
1408100171 Singh 12/01/98 SF 1,787.67 268,700.00 7.0000 0.0025 O C 355,000.00 11/01/98
1408100326 Shaeffer 12/01/98 SF 2,038.45 288,000.00 7.6250 0.5375 O C 360,000.00 11/01/98
</TABLE>
247,579,030.50 7.2900
-------------- ------
LOAN SVG NET DOC
NUMBER NAME FEE RATE TYPE
- ------------------------------------------------
908070370 Waters 0.3250 6.7875 F
908080536 Saltzman 0.2350 6.7525 F
908090079 Bartholomae 0.3250 7.0375 I
908090128 Leithauser 0.3250 7.4125 I
908090173 Schmidt 0.3250 7.0375 F
908090311 Soller 0.3250 6.9125 F
908090395 Downing 0.3250 7.5375 F
908100031 Fluery 0.3250 7.5375 N
908100056 Maio 0.2350 6.7525 F
908100110 Doklan 0.3250 7.1625 F
908100166 Delcol 0.3250 6.9125 F
908100198 Bobola 0.3250 7.4125 F
908100296 Oakley 0.2000 6.6625 F
908100360 Franceschiello 0.3250 6.9125 F
908100391 Doyle Jr. 0.3250 6.7875 F
908100436 Wilk 0.2350 6.7525 F
908100446 Clemens 0.3250 7.1625 F
908100447 Yakopec 0.2000 6.6625 F
1103130007 Dinhoble 0.3250 6.7875 I
1108090009 Beck 0.2000 6.6625 F
1108090011 Kimmons 0.3250 7.1625 I
1108090015 Cavender 0.2000 6.6625 F
1108090016 Savage 0.3250 6.7875 F
1108090026 Connolly 0.3250 6.7875 F
1108090028 Kruz 0.2350 6.7525 F
1108100014 Small 0.3250 6.7875 F
1408090010 Perlatti 0.2350 6.7525 F
1408090014 Bors 0.3250 6.9125 F
1408090034 Kam 0.2350 6.7525 F
1408090051 Liu 0.2000 6.6625 F
1408100059 Phillips 0.3250 6.9125 I
1408100171 Singh 0.2350 6.7525 F
1408100326 Shaeffer 0.3250 7.2875 F
6.9793
------
<TABLE>
<CAPTION>
Codes:
Property Type Occupancy Loan Purpose Doc Type
- ------------- --------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
SF Single Family N Investor P Purchase F Full Doc
2F 2 Family O Owner R Rate/Term Refinance I No Income Verification
3F 3 Family C Cashout Refinance N No Doc (Stated Income and Asset)
4F 4 Family R No Ratio
CO Condo
</TABLE>
Page 16 of 16
<PAGE>
EXHIBIT H
Pricing and Prepayment Certificate
_______________, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Norwest Bank Minnesota, National Association
1100 Broken Lane Parkway
Columbia, Maryland 21044
Re: Structured Asset Mortgage Investments Inc.,
Mortgage Pass-through Certificates, Series 1998-11
--------------------------------------------------
Pursuant to Section 3.23 of the Pooling and Servicing Agreement dated
November 1, 1998 among Structured Asset Mortgage Investments Inc. (the
"Depositor"), Norwest Bank Minnesota, National Association (the "Master
Servicer"), Provident Funding Associates, L.P. (the "Servicer") and The First
National Bank of Chicago (the "Trustee") relating to the issuance of Structured
Asset Mortgage Investments Inc. Mortgage Pass-Through Certificates (the "Pooling
and Servicing Agreement"), the undersigned does hereby certify that:
(a) The prepayment assumption used in pricing the Certificates was 275%
SPA.
(b) Set forth below is (i), the first price, as a percentage of the
principal balance of each class of Certificates, at which 10% of the aggregate
principal balance of each such class of Certificates was sold to the public at a
single price, if applicable, or (ii) if more than 10% of a class of Certificates
have been sold to the public but no single price is paid for at least 10% of the
aggregate principal balance of such class of Certificates, then the weighted
average price at which the Certificates of such class were sold expressed as a
percentage of the principal balance of such class of Certificates, or (iii) if
less than 10% of the aggregate principal balance of a class of Certificates has
been sold to the public, the purchase price for each such class of Certificates
paid expressed as a percentage of the principal balance of such class of
Certificates calculated by: (1) estimating the fair market value of each such
class of Certificates as of November 30, 1998; (2) adding such estimated fair
market value to the aggregate purchase price of each class of Certificates
described in clause (i) or (ii) above; (3) dividing each of the fair market
values determined in clause (1) by the sum obtained in clause (2); (4)
multiplying the quotient obtained for each class of Certificates in clause (3)
by the purchase price paid for all the Certificates; and (5) for each class of
Certificates, dividing the product obtained from such class of Certificates in
clause (4) by the original principal balance of such class of Certificates:
H-1
<PAGE>
Class A-1: ____________ Class A-15: ____________
Class A-2: ____________ Class A-16: ____________
Class A-3: ____________ Class A-17: ____________
Class A-4: ____________ Class A-18: ____________
Class A-5: ____________ Class X: ____________
Class A-6: ____________ Class PO:____________
Class A-7: ____________ Class R: ____________
Class A-8: ____________ Class B-1: ____________
Class A-9: ____________ Class B-2: ____________
Class A-10: ____________ Class B-3: ____________
Class A-11: ____________ Class B-4: ____________
Class A-12: ____________ Class B-5: ____________
Class A-13: ____________ Class B-6: ____________
Class A-14: ____________
The prices set forth above do not include accrued interest with respect to
periods before closing.
STRUCTURED ASSET MORTGAGE
INVESTMENTS INC.
By:__________________________________
Name:________________________________
Title:_______________________________
H-2
<PAGE>
EXHIBIT I
Schedule of Discount Fractions
LOAN NUMBER NET RATE DISCOUNT FRACTION
108060713 6.2875 6.851852%
108070521 6.6625 1.296296%
108080252 6.6625 1.296296%
108080472 6.6625 1.296296%
108080612 6.6625 1.296296%
108090222 6.6625 1.296296%
108090589 6.6625 1.296296%
108090845 6.5375 3.148148%
108100021 6.6625 1.296296%
108100521 6.5375 3.148148%
108100765 6.6625 1.296296%
108100882 6.6625 1.296296%
208070052 6.6625 1.296296%
208080266 6.6625 1.296296%
208080372 6.6625 1.296296%
208080411 6.6625 1.296296%
208090062 6.6625 1.296296%
208090128 6.6625 1.296296%
208090328 6.6625 1.296296%
208090391 6.6625 1.296296%
208090514 6.6625 1.296296%
208090817 6.6625 1.296296%
208090839 6.6625 1.296296%
208090859 6.6625 1.296296%
208090860 6.6625 1.296296%
I-1
<PAGE>
208100233 6.5375 3.148148%
208100285 6.6625 1.296296%
208100442 6.5375 3.148148%
208100555 6.6625 1.296296%
208100914 6.6625 1.296296%
308090410 6.5375 3.148148%
308090476 6.6625 1.296296%
408090167 6.6625 1.296296%
508090011 6.6625 1.296296%
508090425 6.5375 3.148148%
508090591 6.6625 1.296296%
508100355 6.5375 3.148148%
508100562 6.6625 1.296296%
608070282 6.6625 1.296296%
608080543 6.6625 1.296296%
608090585 6.6625 1.296296%
608090588 6.6625 1.296296%
608090669 6.6625 1.296296%
608100208 6.6625 1.296296%
608100415 6.6625 1.296296%
808080378 6.6625 1.296296%
808080576 6.6625 1.296296%
808080814 6.6625 1.296296%
808080871 6.6625 1.296296%
808090120 6.5375 3.148148%
808090186 6.6625 1.296296%
808090321 6.6625 1.296296%
808090399 6.6625 1.296296%
808090769 6.6625 1.296296%
I-2
<PAGE>
808090947 6.6625 1.296296%
808091082 6.5375 3.148148%
808100084 6.6625 1.296296%
808100440 6.6625 1.296296%
808100500 6.5375 3.148148%
808101388 6.6625 1.296296%
908100296 6.6625 1.296296%
908100447 6.6625 1.296296%
1108090009 6.6625 1.296296%
1108090015 6.6625 1.296296%
1408090051 6.6625 1.296296%
I-3
