<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 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): August 27, 1996
MorServ, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
33-76724 13-3784934
(Commission File Number) (IRS Employer Identification No.)
1 Chase Manhattan Plaza
New York, New York 10081
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (212) 552-1358
N/A
(Former name or former address, if changed since last report)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets. General.
On August 27, 1996, MorServ, Inc. ("MorServ") issued its
Multi-Class Mortgage Pass-Through Certificates, Series 1996-2, Class A, Class
M, Class B, and Class R, such series representing interests in a pool of fixed
rate conventional one- to four-family mortgage loans. The Class A Certificates
consist of the Class IA-1, Class IA-2, Class IA-3, Class IA-4, Class IA- P,
Class IIA-1 and Class IIA-P Certificates. The Class M Certificates consist only
of the Class M Certificates. The Class B Certificates consist of the Class B-1,
Class B-2, Class B-3, Class B-4 and Class B-5 Certificates. The Class R
Certificates consist only of the Class R Certificates. Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to them in the
prospectus as supplemented by the prospectus supplement, each dated August 23,
1996 (collectively, the "Prospectus").
The Class A Certificates evidence in the aggregate the Class A
Percentage ownership interest in the Trust Fund. The Class M Certificates
evidence in the aggregate the Class M Percentage ownership interest in the Trust
Fund and are subordinated to the rights of the Class A Certificates to the
extent described in the Prospectus. The Class B Certificates evidence the
remaining ownership interest in the Trust Fund and are subordinated to the
rights of the Class A Certificates and the Class M Certificates to the extent
described in the Prospectus. The Class R Certificates evidence the "residual
interests" in the Master REMIC and the Subsidiary REMIC. The Trust Fund consists
of the Mortgage Pool and certain other property described in the Prospectus.
<PAGE> 3
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following are filed herewith. The exhibit numbers
correspond with Item 601(b) of Regulation S-K.
Exhibit No. Description
----------- -----------
4 Pooling and Servicing Agreement
between MorServ, Inc., Chase
Manhattan Mortgage Corporation, as
master servicer, and Citibank, N.A.,
as trustee, dated as of August 1,
1996, for Multi-Class Mortgage
Pass-Through Certificates, Series
1996- 2, Class A, Class M, Class B
and Class R.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MORSERV, INC.
By: /s/ MICHAEL D. KATZ
------------------------
Michael D. Katz
Senior Vice President
Dated: August 27, 1996
<PAGE> 5
INDEX TO EXHIBITS
Exhibit No. Description Page
4 Pooling and Servicing Agreement 6
between MorServ, Inc., Chase Manhattan
Mortgage Corporation, as master
servicer, and Citibank, N.A., as
trustee, dated as of August 1, 1996, for
Multi-Class Mortgage Pass-Through
Certificates, Series 1996-2, Class A,
Class M, Class B and Class R.
<PAGE> 1
EXECUTION COPY
MORSERV, INC.,
COMPANY,
CHASE MANHATTAN MORTGAGE CORPORATION,
MASTER SERVICER
and
CITIBANK, N.A.,
TRUSTEE
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 1996
$207,049,981.19 (Approximate)
Multi-Class Mortgage Pass-Through Certificates
Series 1996-2
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE I
DEFINITIONS .................................................................... 1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; TRUST FUND ....................................... 34
Section 2.01. Conveyance of Mortgage Loans .................................... 34
Section 2.02. Acceptance by Trustee ........................................... 38
Section 2.03. Trust Fund; Authentication of Certificates ...................... 40
Section 2.04. REMIC Election .................................................. 40
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
THE MASTER SERVICER; REPURCHASE OF MORTGAGE LOANS .............................. 41
Section 3.01. Representations and Warranties of the Company with respect to the
Mortgage Loans ........................................................ 41
Section 3.02. ................................................................. 53
Section 3.03. ................................................................. 53
Section 3.04. Representations and Warranties of the Master Servicer ........... 53
Section 3.05. Option to Substitute ............................................ 54
ARTICLE IV
THE CERTIFICATES ............................................................... 55
Section 4.01. The Certificates ................................................ 55
Section 4.02. Registration of Transfer and Exchange of Certificates ........... 58
Section 4.03. Mutilated, Destroyed, Lost or Stolen Certificates ............... 61
Section 4.04. Persons Deemed Owners ........................................... 61
Section 4.05. Appointment of Paying Agent ..................................... 62
Section 4.06. Authenticating Agents ........................................... 63
ARTICLE V
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS ................................. 64
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
Section 5.01. Master Servicer to Service Mortgage Loans ............................... 64
Section 5.02. Sub-Servicing Agreements Between Master Servicer and Sub-Servicers;
Enforcement of Sub-Servicer's Obligations ..................................... 64
Section 5.03. Successor Sub-Servicers ................................................. 65
Section 5.04. Liability of the Master Servicer ........................................ 65
Section 5.05. No Contractual Relationship Between Sub-Servicer and Trustee or
Certificateholders ............................................................ 65
Section 5.06. Termination of Sub-Servicing Agreement .................................. 65
Section 5.07. Collection of Mortgage Loan Payments .................................... 66
Section 5.08. Establishment of Certificate Account; Deposit in Certificate Account .... 66
Section 5.09. Permitted Withdrawals from the Certificate Account ...................... 68
Section 5.10. Establishment of Escrow Account; Deposits in Escrow Account ............. 69
Section 5.11. Permitted Withdrawals from Escrow Account ............................... 70
Section 5.12. Payment of Taxes, Insurance and Other Charges ........................... 70
Section 5.13. Transfer of Accounts .................................................... 70
Section 5.14. ......................................................................... 70
Section 5.15. Maintenance of the Primary Insurance Policies ........................... 70
Section 5.16. Maintenance of Standard Hazard Policies ................................. 71
Section 5.17. ......................................................................... 72
Section 5.18. ......................................................................... 72
Section 5.19. Fidelity Bond and Errors and Omissions Insurance ........................ 72
Section 5.20. Collections under Insurance Policies; Enforcement of Due-On-Sale Clauses;
Assumption Agreements ......................................................... 72
Section 5.21. Income and Realization from Defaulted Mortgage Loans .................... 73
Section 5.22. Trustee to Cooperate; Release of Mortgage Files ......................... 74
Section 5.23. Servicing and Other Compensation ........................................ 75
Section 5.24. ......................................................................... 76
Section 5.25. Annual Statement as to Compliance ....................................... 76
Section 5.26. Annual Independent Public Accountants' Servicing Report ................. 76
Section 5.27. Access to Certain Documentation; Rights of the Company in Respect of the
Master Servicer ............................................................... 76
Section 5.28. REMIC-Related Covenants ................................................. 77
ARTICLE VI
PAYMENTS TO THE CERTIFICATEHOLDERS ..................................................... 78
Section 6.01. Distributions ........................................................... 78
Section 6.02. Statements to the Certificateholders .................................... 86
Section 6.03. Advances by the Master Servicer ......................................... 88
Section 6.04. ......................................................................... 88
Allocation of Realized Losses .......................................................... 88
Section 6.05. Compensating Interest; Allocation of Certain Interest Shortfalls ........ 89
Section 6.06. Subordination ........................................................... 90
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
ARTICLE VII
REPORTS TO BE PREPARED BY MASTER SERVICER ............................................. 90
Section 7.01. Master Servicer Shall Provide Information as Reasonably Required ....... 90
Section 7.02. Federal Information Returns and Reports to Certificateholders .......... 90
ARTICLE VIII
THE COMPANY AND THE MASTER SERVICER ................................................... 92
Section 8.01. Indemnification; Third Party Claims .................................... 92
Section 8.02. Merger or Consolidation of the Company or the Master Servicer .......... 92
Section 8.03. Limitation on Liability of the Company, the Master Servicer, the Trustee
and Others ................................................................... 93
Section 8.04. Company and Master Servicer Not to Resign .............................. 93
Section 8.05. Successor to the Master Servicer ....................................... 94
Section 8.06. Maintenance of Ratings ................................................. 95
ARTICLE IX
DEFAULT ............................................................................... 95
Section 9.01. Events of Default ...................................................... 95
Section 9.02. Waiver of Defaults ..................................................... 97
Section 9.03. Trustee to Act; Appointment of Successor ............................... 97
Section 9.04. Notification to Certificateholders and the Rating Agencies ............. 97
ARTICLE X
CONCERNING THE TRUSTEE ................................................................ 98
Section 10.01. Duties of Trustee ..................................................... 98
Section 10.02. Certain Matters Affecting the Trustee ................................. 98
Section 10.03. Trustee Not Liable for Certificates or Mortgage Loans ................. 100
Section 10.04. Trustee May Own Certificates .......................................... 100
Section 10.05. Fees and Expenses ..................................................... 100
Section 10.06. Eligibility Requirements for Trustee .................................. 100
Section 10.07. Resignation and Removal of the Trustee ................................ 101
Section 10.08. Successor Trustee ..................................................... 101
Section 10.09. Merger or Consolidation of Trustee .................................... 102
Section 10.10. Appointment of Co-Trustee or Separate Trustee ......................... 102
Section 10.11. Appointment of Office or Agency ....................................... 103
ARTICLE XI
TERMINATION ........................................................................... 103
Section 11.01. Termination ........................................................... 103
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
ARTICLE XII
MISCELLANEOUS PROVISIONS ................................. 105
Section 12.01. Severability of Provisions ............... 105
Section 12.02. Limitation on Rights of Certificateholders 105
Section 12.03. Amendment ................................ 106
Section 12.04. Counterparts ............................. 107
Section 12.05. Duration of Agreement .................... 107
Section 12.06. Governing Law ............................ 107
Section 12.07. Notices .................................. 107
Section 12.08. Further Assurances ....................... 107
EXHIBIT A
MORTGAGE LOAN SCHEDULE ................................... 112
EXHIBIT B
CONTENTS OF MORTGAGE FILE ................................ 1
EXHIBIT C
FORMS OF CLASS A AND CLASS M CERTIFICATES ................ 3
EXHIBIT D
[FORM OF CLASS B-1 CERTIFICATE] .......................... 1
EXHIBIT E
FORM OF TRUSTEE CERTIFICATION ............................ 1
EXHIBIT F
CERTIFICATE ACCOUNT CERTIFICATION ........................ 1
EXHIBIT G
CERTIFICATE ACCOUNT LETTER AGREEMENT ..................... 1
EXHIBIT H
</TABLE>
<PAGE> 6
<TABLE>
<S> <C>
ESCROW ACCOUNT CERTIFICATION ............................. 1
EXHIBIT I
ESCROW ACCOUNT LETTER AGREEMENT .......................... 1
EXHIBIT A MORTGAGE LOAN SCHEDULE
EXHIBIT B CONTENTS OF MORTGAGE FILE
EXHIBIT C FORMS OF CLASS A AND CLASS M CERTIFICATES
EXHIBIT D FORMS OF CLASS B AND CLASS R CERTIFICATES
EXHIBIT E FORM OF TRUSTEE CERTIFICATION
EXHIBIT F CERTIFICATE ACCOUNT CERTIFICATION
EXHIBIT G CERTIFICATE ACCOUNT LETTER AGREEMENT
EXHIBIT H ESCROW ACCOUNT CERTIFICATION
EXHIBIT I ESCROW ACCOUNT LETTER AGREEMENT
EXHIBIT J FORM OF INVESTMENT LETTER
EXHIBIT J-1 FORM OF RULE 144A INVESTMENT LETTER
EXHIBIT K FORM OF ERISA LETTER
</TABLE>
<PAGE> 7
This Pooling and Servicing Agreement, dated as of August 1,
1996, is executed among MorServ, Inc., as seller (together with its permitted
successors and assigns, the "Company"), Chase Manhattan Mortgage Corporation, as
master servicer (together with its permitted successors and assigns, the "Master
Servicer") and Citibank, N.A., as trustee (together with its permitted
successors and assigns, the "Trustee").
In consideration of the premises and the mutual agreements
hereinafter set forth, the Company, the Master Servicer and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Whenever used herein, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
ADVANCE: The aggregate of the advances made by the Master
Servicer with respect to a particular Remittance Date pursuant to Section 6.03.
AGGREGATE NON-PO CLASS A PREPAYMENT PERCENTAGE: As of any
Remittance Date, the sum of (i)(A) the sum of the Non-PO Class IA Principal
Balance and the Non-PO Class IIA Principal Balance divided by (B) the aggregate
principal balance of the Non- PO Class A Certificates and the Subordinated
Certificates and (ii) as of any Remittance Date up to and including the
Remittance Date in August 2001, 100% of the Aggregate Subordinated Percentage;
as of any Remittance Date in the first year thereafter, 70% of the Aggregate
Subordinated Percentage; as of any Remittance Date in the second year
thereafter, 60% of the Aggregate Subordinated Percentage; as of any Remittance
Date in the third year thereafter, 40% of the Aggregate Subordinated Percentage;
as of any Remittance Date in the fourth year thereafter, 20% of the Aggregate
Subordinated Percentage; and as of any Remittance Date thereafter, 0%.
AGGREGATE SUBORDINATED PERCENTAGE: As of any Remittance Date,
the percentage obtained by dividing (i) the Non-PO Allocated Amount minus the
Non-PO Class A Principal Balance by (ii) the Non-PO Allocated Amount.
AGREEMENT: This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
ASSIGNMENT OF MORTGAGE: An assignment of the Mortgage, notice
of transfer or equivalent instrument, in recordable form, sufficient under the
laws of the jurisdiction where the related Mortgaged Property is located to
reflect of record the sale and assignment of the Mortgage Loan to the Trustee,
which assignment, notice of transfer or equivalent instrument
1
<PAGE> 8
may, if permitted by law, be in the form of one or more blanket assignments
covering Mortgages secured by Mortgaged Properties located in the same county.
AVAILABLE AMOUNTS: With respect to any Remittance Date, the
following amounts distributable (before giving effect to any amounts
distributable on such Remittance Date pursuant to Section 6.01(b)(I)(ii)(C) or
Section 6.01(b)(II)(ii)(C)) to the Subordinated Certificates: (1) amounts
distributable to the Class B-5 Certificates pursuant to Section
6.01(d)(i)(5)(C), (D) and (E); (2) amounts distributable to the Class B-5
Certificates pursuant to Section 6.01(d)(i)(5)(A) and (B); (3) amounts
distributable to the Class B-4 Certificates pursuant to Section
6.01(d)(i)(4)(C), (D) and (E); (4) amounts distributable to the Class B-3
Certificates pursuant to Section 6.01(d)(i)(3)(C), (D) and (E); (5) amounts
distributable to the Class B-2 Certificates pursuant to Section
6.01(d)(i)(2)(C), (D) and (E); (6) amounts distributable to the Class B-1
Certificates pursuant to Section 6.01(d)(i)(l)(C), (D) and (E); and (7) amounts
distributable to the Class M Certificates pursuant to Section 6.01(c)(i)(C) and
(D). On any Remittance Date, any reduction in funds available for distribution
to the Subordinated Certificates resulting from a distribution of the Class IA-P
Deferred Amount to the Class IA-P Certificates and/or the Class IIA-P Deferred
Amount to the Class IIA-P Certificates shall be allocated to the Classes of
Subordinated Certificates in the order of priority set forth above. On any
Remittance Date on which there exists a Class IA-P Deferred Amount and/or a
Class IIA-P Deferred Amount, any Available Amounts shall be allocated to the
Class IA-P Certificates and Class IIA-P Certificates pro rata based upon the
Class IA-P Deferred Amount and the Class IIA-P Deferred Amount.
AVAILABLE DISTRIBUTION AMOUNT: As to either Mortgage Group,
or, as the context requires, both Mortgage Groups, on any Remittance Date, an
amount equal to the amount on deposit in the Certificate Account as of the close
of business on the related Determination Date except:
(a) amounts received on particular Mortgage Loans in such
Mortgage Group as late payments or other recoveries of principal or
interest (including Liquidation Proceeds, Insurance Proceeds and
condemnation awards) and respecting which the Master Servicer
previously made an unreimbursed Advance of such amounts;
(b) reimbursement for Nonrecoverable Advances and other
amounts permitted to be withdrawn by the Master Servicer pursuant to
Section 5.09 from, or not required to be deposited in, the Certificate
Account attributable, in each case, to Mortgage Loans in such Mortgage
Group;
(c) amounts representing all or part of a Monthly Payment with
respect to a Mortgage Loan in such Mortgage Group due (i) after the
related Due Period or (ii) on or prior to the Cut-off Date;
(d) all Repurchase Proceeds, Principal Prepayments,
Liquidation Proceeds, Insurance Proceeds and condemnation awards with
respect to Mortgage Loans in such
2
<PAGE> 9
Mortgage Group received after the related Principal Prepayment Period,
and all related payments of interest representing interest for any
period of time after the last day of the related Due Period for such
Mortgage Loans;
(e) all income from Eligible Investments held in the
Certificate Account for the account of the Master Servicer; and
(f) any amounts representing Advances of the Master Servicer
pursuant to Section 6.03 attributable, in each case, to Mortgage Loans
in such Mortgage Group.
BOOK-ENTRY CERTIFICATES: The Class A Certificates, referred to
collectively.
BUSINESS DAY: Any day other than (a) a Saturday or Sunday, (b)
a legal holiday in the State of New York or (c) a day on which banking
institutions in the State of New York are authorized or obligated by law or
executive order to be closed.
CARRY-OVER SUBORDINATED PRINCIPAL AMOUNT: As of any
Remittance Date, with respect to any Class of Subordinated Certificates, an
amount, if any, equal to the amount of principal distributable to such Class on
any prior Remittance Date that has not been so distributed.
CASH LIQUIDATION: Recovery of all cash proceeds by the Master
Servicer with respect to the liquidation of any Mortgage Loan, including
Insurance Proceeds and other payments or recoveries (whether made at one time or
over a period of time) which the Master Servicer deems to be finally
recoverable, in connection with the sale, assignment or satisfaction of such
Mortgage Loan, trustee's sale, foreclosure sale or otherwise, but only if title
to the related Mortgaged Property was not acquired by foreclosure or deed in
lieu of foreclosure by the Master Servicer pursuant to Section 5.21.
CERTIFICATE: Any Class A, Class M, Class B or Class R
Certificate.
CERTIFICATE ACCOUNT: The account created and maintained
pursuant to Section 5.08.
CERTIFICATEHOLDER or HOLDER: The person in whose name a
Certificate is registered in the Certificate Register, except that, solely for
the purposes of giving any consent, waiver, request or demand pursuant to this
Agreement, any Certificate registered in the name of the Company, the Master
Servicer, any Sub-Servicer, or any of their respective affiliates shall be
disregarded and the undivided Percentage Interest evidenced thereby shall not be
taken into account in determining whether the requisite amount of Percentage
Interests necessary to effect any such consent, waiver, request or demand has
been obtained. The Trustee shall be entitled to conclusively rely upon the
certificate of the Company or the Master Servicer as to the determination of
which Certificates are registered in the name of such affiliates.
3
<PAGE> 10
CERTIFICATE OWNER: Any Person who is the beneficial owner of a
Book- Entry Certificate registered in the name of the Depository or its nominee.
CERTIFICATE RATE: The per annum rate of interest borne by each
Class of Certificates (other than the Class IA-3, Class IA-P, Class IIA-P and
Class R Certificates). The Certificate Rate on the Class IA-4, Class IIA-1,
Class M, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates
shall be equal in each case to 7.25%. In the case of the Class IA-1
Certificates, the Certificate Rate shall be 6.2875% from August 27, 1996 through
and including September 24, 1996 and thereafter a per annum rate equal to the
lesser of (a) 0.85% plus LIBOR and (b) 9.00%, but not less than 0.85%. In the
case of the Class IA-2 Certificates, the Certificate Rate shall be 2.7125% from
August 27, 1996 through and including September 24, 1996 and thereafter a per
annum rate equal to the greater of (a) 8.15% minus LIBOR and (b) 0.00%. Interest
with respect to each Class of Certificates (other than the Class IA-3, Class
IA-P, Class IIA-P and Class R Certificates) at the applicable Certificate Rate
shall be calculated based on a year of 360 days comprised of twelve 30-day
months.
CERTIFICATE REGISTER: The register maintained pursuant to
Section 4.02.
CHASE: The Chase Manhattan Bank, a New York banking
corporation.
CHASE INTEREST: The REMIC regular interest in the Trust Fund
representing the entitlement to Excess Interest.
CLASS: Pertaining to the Class IA-1, Class IA-2, Class IA-3,
Class IA-4, Class IA-P, Class IIA-1, Class IIA-P, Class M, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class R Certificates, as the case may be.
CLASS A, CLASS M, CLASS B OR CLASS R: Pertaining to Class A
Certificates, Class M Certificates, Class B Certificates or Class R
Certificates, as the case may be.
CLASS IA-P AMOUNT: With respect to any Remittance Date, the
meaning specified in Section 6.01(b)(I)(ii).
CLASS IIA-P AMOUNT: With respect to any Remittance Date, the
meaning specified in Section 6.01(b)(II)(ii).
CLASS IA-1 CERTIFICATE: Any one of the Class IA-1
Certificates, executed by the Company and authenticated by the Trustee, senior
in right of payment to the Class M and Class B Certificates, substantially in
the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS IA-2 CERTIFICATE: Any one of the Class IA-2
Certificates, executed by the Company and authenticated by the Trustee, senior
in right of payment to the Class M and
4
<PAGE> 11
Class B Certificates, substantially in the form of the Class A Certificate set
forth in Exhibit C hereto.
CLASS IA-3 CERTIFICATE: Any one of the Class IA-3
Certificates, executed by the Company and authenticated by the Trustee, senior
in right of payment to the Class M and Class B Certificates, substantially in
the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS IA-4 CERTIFICATE: Any one of the Class IA-4
Certificates, executed by the Company and authenticated by the Trustee, senior
in right of payment to the Class M and Class B Certificates, substantially in
the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS IA-P CERTIFICATE: Any one of the Class IA-P
Certificates, executed by the Company and authenticated by the Trustee, senior
in right of payment to the Class M and Class B Certificates, substantially in
the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS IIA-1 CERTIFICATE: Any one of the Class IIA-1
Certificates executed by the Company and authenticated by the Trustee, senior in
right of payment to the Class M and Class B Certificates, substantially in the
form of the Class A Certificate set forth in Exhibit C hereto.
CLASS IIA-P CERTIFICATE: Any one of the Class IIA-P
Certificates executed by the Company and authenticated by the Trustee, senior in
right of payment to the Class M and Class B Certificates, substantially in the
form of the Class A Certificate set forth in Exhibit C hereto.
CLASS A CERTIFICATES: The Class IA and Class IIA Certificates,
referred to collectively.
CLASS IA CERTIFICATES: The Class IA-1, Class IA-2, Class IA-3,
Class IA-4 and Class IA-P Certificates, referred to collectively.
CLASS IIA CERTIFICATES: The Class IIA-1 and Class IIA-P
Certificates, referred to collectively.
CLASS IA-P DEFERRED AMOUNT: With respect to any Mortgage Loan
in Mortgage Loan in Mortgage Group One which has become a Liquidated Mortgage
Loan, the amount, if any, by which (A) the product of (i) the Principal Balance
of such Mortgage Loan and (ii) the PO Percentage with respect to such Mortgage
Loan exceeds (B) the Net Liquidation Proceeds with respect to such Mortgage
Loan.
5
<PAGE> 12
CLASS IIA-P DEFERRED AMOUNT: With respect to any Mortgage Loan
in Mortgage Loan in Mortgage Group Two which has become a Liquidated Mortgage
Loan, the amount, if any, by which (A) the product of (i) the Principal Balance
of such Mortgage Loan and (ii) the PO Percentage with respect to such Mortgage
Loan exceeds (B) the Net Liquidation Proceeds with respect to such Mortgage
Loan.
CLASS IA-2 NOTIONAL AMOUNT: For purposes of calculating
interest payable on the Class IA-2 Certificates, on any Remittance Date, an
amount equal to the Outstanding Certificate Principal Balance of the Class IA-1
Certificates.
CLASS A PERCENTAGE: As of any Remittance Date, the percentage
obtained by dividing the Class A Principal Balance by the Mortgage Pool
Principal Balance, but not more than 100%.
CLASS IA PERCENTAGE: As of any Remittance Date, the percentage
obtained by dividing the Class IA Principal Balance by the Mortgage Group One
Mortgage Pool Principal Balance, but not more than 100%.
CLASS IIA PERCENTAGE: As of any Remittance Date, the
percentage obtained by dividing the Class IIA Principal Balance by the Mortgage
Group Two Mortgage Pool Principal Balance, but not more than 100%.
CLASS IA-4 PERCENTAGE: As of any Remittance Date, the
percentage obtained by dividing the Outstanding Certificate Principal Balance of
the Class IA-4 Certificates by the Mortgage Group One Non-PO Allocated Amount as
of the beginning of the related Due Period.
CLASS IA-4 PREPAYMENT SHIFT PERCENTAGE: For any Remittance
Date, the percentage indicated below:
6
<PAGE> 13
Class IA-4 Prepayment
---------------------
Remittance Date Occurring in Shift Percentage
- - ---------------------------- ----------------
September 1996 through August 2001 0%
September 2001 through August 2002 30%
September 2002 through August 2003 40%
September 2003 through August 2004 60%
September 2004 through August 2005 80%
September 2005 and thereafter .... 100%
CLASS A PRINCIPAL BALANCE: As of any Remittance Date, (a) the
Class A Principal Balance for the immediately preceding Remittance Date less (b)
amounts distributed (or deemed distributed) to the Class A Certificateholders on
such preceding Remittance Date allocable to principal (including the principal
portion of Advances of the Master Servicer made pursuant to Section 6.03 and
Realized Losses allocated to the Class A Certificates pursuant to Sections 6.04,
6.01(b)(I)(v) and 6.01(b)(II)(iv) plus (c) the Class A Interest Shortfall, if
any, for the preceding Remittance Date; provided that the Class A Principal
Balance on the first Remittance Date shall be the Original Class A Principal
Balance.
CLASS IA PRINCIPAL BALANCE: As of any Remittance Date, (a) the
Class IA Principal Balance for the immediately preceding Remittance Date less
(b) amounts distributed (or deemed distributed) to the Class IA
Certificateholders on such preceding Remittance Date allocable to principal
(including the principal portion of Advances of the Master Servicer made
pursuant to Section 6.03 and Realized Losses allocated to the Class IA
Certificates pursuant to Sections 6.04 and 6.01(b)(I)(v)) plus (c) the Class IA
Interest Shortfall, if any, for the preceding Remittance Date; provided that the
Class IA Principal Balance on the first Remittance Date shall be the Original
Class IA Principal Balance.
CLASS IIA PRINCIPAL BALANCE: As of any Remittance Date, (a)
the Class IIA Principal Balance for the immediately preceding Remittance Date
less (b) amounts distributed (or deemed distributed) to the Class IIA
Certificateholders on such preceding Remittance Date allocable to principal
(including the principal portion of Advances of the Master Servicer made
pursuant to Section 6.03 and Realized Losses allocated to the Class IIA
Certificates pursuant to Sections 6.04 and 6.01(b)(II)(iv)) plus (c) the Class
IIA Interest Shortfall, if any, for the preceding Remittance Date; provided that
the Class IIA Principal Balance on the first Remittance Date shall be the
Original Class IIA Principal Balance.
CLASS IA-1 SHORTFALL: With respect to any Remittance Date, the
amount equal to the excess, if any, of the amount calculated pursuant to Section
6.01(b)(I)(i)(A) over the amount actually distributed to the Class IA-1
Certificateholders.
7
<PAGE> 14
CLASS IA-2 SHORTFALL: With respect to any Remittance Date, the
amount equal to the excess, if any, of the amount calculated pursuant to Section
6.01(b)(I)(i)(B) over the amount actually distributed to the Class IA-2
Certificateholders pursuant to such Section .
CLASS IA-4 SHORTFALL: With respect to any Remittance Date, the
amount equal to the excess, if any, of the amount calculated pursuant to Section
6.01(b)(I)(i)(C) over the amount actually distributed to the Class IA-4
Certificateholders pursuant to such Section .
CLASS IA-P SHORTFALL: With respect to any Remittance Date, the
amount equal to the excess, if any, of the amount calculated pursuant to Section
6.01(b)(I)(ii) (A) and (B) over the amount actually distributed to the Class
IA-P Certificateholders pursuant to such Section .
CLASS IIA-1 SHORTFALL: With respect to any Remittance Date,
the amount equal to the excess, if any, of the amount calculated pursuant to
Section 6.01(b)(II)(i)(A) over the amount actually distributed to the Class
IIA-1 Certificateholders pursuant to such Section .
CLASS IIA-P SHORTFALL: With respect to any Remittance Date,
the amount equal to the excess, if any, of the amount calculated pursuant to
Section 6.01(b)(II)(ii) (A) and (B) over the amount actually distributed to the
Class IIA-P Certificates on such Remittance Date pursuant to such Section .
CLASS IA STEP-DOWN DATE: The earliest of the Remittance Date
in September 2001 or any succeeding anniversary thereof on which the following
conditions are satisfied:
(a) the average ratio (expressed as a percentage) for the
preceding six Remittance Dates of the outstanding principal balances of
Outstanding Mortgage Loans in Mortgage Group One 60 days or more
delinquent (including loans in foreclosure and with respect to owned
real estate) to the respective Mortgage Group One Mortgage Pool
Principal Balance as of such Remittance Dates is less than 50% of the
then-current Mortgage Group One Subordinated Percentage; and
(b) Realized Losses with respect to Mortgage Loans in Mortgage
Group One through the Remittance Date preceding the then applicable
Remittance Date (including Nonrecoverable Advances) do not exceed the
following thresholds:
(i) on September 25, 2001, 30% of the Mortgage Group
One Subordinated Percentage of the Mortgage Group One Mortgage
Pool Principal Balance as of the Cut-off Date;
(ii) on September 25, 2002, 35% of the Mortgage Group
One Subordinated Percentage of the Mortgage Group One Mortgage
Pool Principal Balance as of the Cut-off Date;
8
<PAGE> 15
(iii) on September 25, 2003, 40% of the Mortgage
Group One Subordinated Percentage of the Mortgage Group One
Mortgage Pool Principal Balance as of the Cut-off Date;
(iv) on September 25, 2004, 45% of the Mortgage Group
One Subordinated Percentage of the Mortgage Group One Mortgage
Pool Principal Balance as of the Cut-off Date; and
(v) on any date after September 25, 2004, 50% of the
Mortgage Group One Subordinated Percentage of the Mortgage
Group One Mortgage Pool Principal Balance as of the Cut-off
Date.
CLASS IIA STEP-DOWN DATE: The earliest of the Remittance Date
in September 2001 or any succeeding anniversary thereof on which the following
conditions are satisfied:
(a) the average ratio (expressed as a percentage) for the
preceding six Remittance Dates of the outstanding principal balances of
Outstanding Mortgage Loans in Mortgage Group Two 60 days or more
delinquent (including loans in foreclosure and with respect to owned
real estate) to the respective Mortgage Group Two Mortgage Pool
Principal Balance as of such Remittance Dates is less than 50% of the
then-current Mortgage Group Two Subordinated Percentage; and
(b) Realized Losses with respect to Mortgage Loans in Mortgage
Group Two through the Remittance Date preceding the then applicable
Remittance Date (including Nonrecoverable Advances) do not exceed the
following thresholds:
(i) on September 25, 2001, 30% of the Mortgage Group
Two Subordinated Percentage of the Mortgage Group Two Mortgage
Pool Principal Balance as of the Cut-off Date;
(ii) on September 25, 2002, 35% of the Mortgage Group
Two Subordinated Percentage of the Mortgage Group Two Mortgage
Pool Principal Balance as of the Cut-off Date;
(iii) on September 25, 2003, 40% of the Mortgage
Group Two Subordinated Percentage of the Mortgage Group Two
Mortgage Pool Principal Balance as of the Cut-off Date;
(iv) on September 25, 2004, 45% of the Mortgage Group
Two Subordinated Percentage of the Mortgage Group Two Mortgage
Pool Principal Balance as of the Cut-off Date; and
9
<PAGE> 16
(v) on any date after September 25, 2004, 50% of the
Mortgage Group Two Subordinated Percentage of the Mortgage
Group Two Mortgage Pool Principal Balance as of the Cut-off
Date.
CLASS IA SUPPORT PERCENTAGE: As of any Remittance Date, the
product of (i) the Non-PO Class IA Principal Balance divided by the Non-PO Class
A Principal Balance and (ii) the Aggregate Non-PO Class A Prepayment Percentage.
CLASS IIA SUPPORT PERCENTAGE: As of any Remittance Date, the
product of (i) the Non-PO Class IIA Principal Balance divided by the Non-PO
Class A Principal Balance and (ii) the Aggregate Non-PO Class A Prepayment
Percentage.
CLASS B CERTIFICATES: The Class B-1, Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates, referred to collectively.
CLASS B-1 CERTIFICATE: Any one of the Class B-1 Certificates
executed by the Company and authenticated by the Trustee, subordinated in right
of payment to the Class A and Class M Certificates, substantially in the form of
the Class B Certificate set forth in Exhibit D hereto.
CLASS B-2 CERTIFICATE: Any one of the Class B-2 Certificates
executed by the Company and authenticated by the Trustee, subordinated in right
of payment to the Class A, Class M and Class B-1 Certificates, substantially in
the form of the Class B Certificate set forth in Exhibit D hereto.
CLASS B-3 CERTIFICATE: Any one of the Class B-3 Certificates
executed by the Company and authenticated by the Trustee, subordinated in right
of payment to the Class A, Class M, Class B-1 and Class B-2 Certificates,
substantially in the form of the Class B Certificate set forth in Exhibit D
hereto.
CLASS B-4 CERTIFICATE: Any one of the Class B-4 Certificates
executed by the Company and authenticated by the Trustee, subordinated in right
of payment to the Class A, Class M, Class B-1, Class B-2 and Class B-3
Certificates, substantially in the form of the Class B Certificate set forth in
Exhibit D hereto.
CLASS B-5 CERTIFICATE: Any one of the Class B-5 Certificates
executed by the Company and authenticated by the Trustee, subordinated in right
of payment to the Class A, Class M, Class B-1, Class B-2, Class B-3 and Class
B-4 Certificates, substantially in the form of the Class B Certificate set forth
in Exhibit D hereto.
CLASS B-1 SHORTFALL: With respect to any Remittance Date, the
amount equal to the excess, if any, of the amount calculated pursuant to Section
6.01(d)(i)(1) (A) and (B) over the amount actually distributed to the Class B-1
Certificates.
10
<PAGE> 17
CLASS B-2 SHORTFALL: With respect to any Remittance Date, the
amount equal to the excess, if any, of the amount calculated pursuant to Section
6.01(d)(i)(2) (A) and (B) over the amount actually distributed to the Class B-2
Certificates.
CLASS B-3 SHORTFALL: With respect to any Remittance Date, the
amount equal to the excess, if any, of the amount calculated pursuant to Section
6.01(d)(i)(3) (A) and (B) over the amount actually distributed to the Class B-3
Certificates.
CLASS B-4 SHORTFALL: With respect to any Remittance Date, the
amount equal to the excess, if any, of the amount calculated pursuant to Section
6.01(d)(i)(4) (A) and (B) over the amount actually distributed to the Class B-4
Certificates.
CLASS B-5 SHORTFALL: With respect to any Remittance Date, the
amount equal to the excess, if any, of the amount calculated pursuant to Section
6.01(d)(i)(5) (A) and (B) over the amount actually distributed to the Class B-5
Certificates.
CLASS B PERCENTAGE: As of any Remittance Date, the difference
between 100% and the sum of (i) the Class A Percentage and (ii) the Class M
Percentage for such Remittance Date.
CLASS B PRINCIPAL BALANCE: As of any Remittance Date, the
excess of the Mortgage Pool Principal Balance (together with the principal
portion of any Monthly Payment due but not paid with respect to which an Advance
has not been made) over the sum of (i) the Class A Principal Balance and (ii)
the Class M Principal Balance.
CLASS M CERTIFICATE: Any one of the Class M Certificates
executed by the Company and authenticated by the Trustee, subordinated in right
of payment to the Class A Certificates, substantially in the form of the Class M
Certificate set forth in Exhibit C hereto.
CLASS M PERCENTAGE: As of any Remittance Date, the percentage
obtained by dividing the Class M Principal Balance by the Mortgage Pool
Principal Balance, but not more than 100%; provided, however, that on any
Remittance Date on which the Class B Percentage equals 0%, the Class M
Percentage shall equal 100% minus the Class A Percentage.
CLASS M PRINCIPAL BALANCE: As of any Remittance Date, (a) the
Class M Principal Balance for the immediately preceding Remittance Date less (b)
amounts distributed (or deemed distributed) to the Class M Certificateholders on
such preceding Remittance Date allocable to principal (including the principal
portion of Advances of the Master Servicer made pursuant to Section 6.03 and
Realized Losses allocated to the Class M Certificates pursuant to Sections 6.04
and 6.01(c)(ii)) plus (c) the Class M Shortfall, if any, for the preceding
Remittance Date; provided that the Class M Principal Balance on the first
Remittance Date shall be the Original Class M Principal Balance, and provided
further that if the aggregate Outstanding Certificate Principal Balance of the
Class B Certificates has been reduced to zero, as of any Remittance Date, the
Class M Principal Balance will equal the excess of the Mortgage Pool
11
<PAGE> 18
Principal Balance (together with the portion of any Monthly Payment due but not
paid with respect to which an Advance has not been made) over the Class A
Principal Balance.
CLASS M SHORTFALL: With respect to any Remittance Date, the
amount equal to the excess, if any, of the amount calculated pursuant to Section
6.01(c)(i) (A) and (B) over the amount actually distributed to the Class M
Certificateholders.
CLASS R CERTIFICATE: Any one of the Certificates executed by
the Company and authenticated by the Trustee, which in the aggregate represent
the Master Residual Interest and the Subsidiary Residual Interest, substantially
in the form of the Class R Certificate set forth in Exhibit D hereto.
CLOSING DATE: August 27, 1996.
CMMC: Chase Manhattan Mortgage Corporation, a New Jersey
corporation.
CODE: The Internal Revenue Code of 1986, as amended from time
to time, and any successor statutes thereto, and applicable U.S. Department of
Treasury temporary or final regulations promulgated thereunder.
COMPANY: MorServ, Inc., a Delaware corporation, or its
successor in interest or any successor under this Agreement appointed as herein
provided.
COMPENSATING INTEREST: The meaning specified in Section
6.05(a).
COMPENSATING INTEREST SHORTFALL: The meaning specified in
Section 6.05(b).
CO-OP LEASE: With respect to a Co-op Loan, the lease with
respect to a dwelling unit occupied by the Mortgagor and relating to the stock
allocated to the related dwelling unit.
CO-OP LOAN: A Mortgage Loan secured by the pledge of stock
allocated to a dwelling unit in a residential cooperative housing corporation
and a collateral assignment of the related Co-op Lease.
CORPORATE TRUST OFFICE: The principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of execution of this instrument is located at 120 Wall
Street, New York, New York 10043.
CREDIT SUPPORT: With respect to each Class of Subordinated
Certificates (other than the Class B-5 Certificates), the level of credit
support supporting such Class, expressed as a percentage of the aggregate
Outstanding Certificate Principal Balance of all Classes of Certificates (other
than the Class IA-P and Class IIA-P Certificates). With respect to
12
<PAGE> 19
each Remittance Date, Credit Support for each such Class will equal in each case
the percentage, rounded to two decimal places, obtained by dividing the
aggregate Outstanding Certificate Principal Balances immediately prior to such
Distribution Date of all Classes of Subordinated Certificates having higher
numerical class designations than such Class (for this purpose, each Class of
Class M Certificates shall be deemed to have a lower numerical class designation
than each Class of Class B Certificates) by the aggregate Outstanding
Certificate Principal Balance of all Classes of Certificates (other than the
Class IA-P and Class IIA-P Certificates) immediately prior to such Remittance
Date.
CROSS SUPPORT DATE: The first Remittance Date on which the
Non-PO Class IA Principal Balance or Non-PO Class IIA Principal Balance has been
reduced to zero.
CUT-OFF DATE: August 1, 1996.
DEFINITIVE CERTIFICATES: The Certificates referred to in
Section 4.01(c).
DEPOSITORY: The Depository Trust Company, the nominee of which
is Cede & Co.
DEPOSITORY AGREEMENT: The agreement referred to in Section
4.01(b).
DEPOSITORY PARTICIPANT: A broker, dealer, bank or other
financial institution or other Person for whom from time to time the Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.
DETERMINATION DATE: The later of (i) the sixteenth day of the
month in which the related Remittance Date occurs (or, if such sixteenth day is
not a Business Day, the next succeeding Business Day), or (ii) the seventh
Business Day prior to the related Remittance Date.
DISQUALIFIED ORGANIZATION: An organization referred to in
section 860E(e)(5) of the Code.
DUE DATE: The first day of each month, being the day of the
month on which each Monthly Payment is due on a Mortgage Loan, exclusive of any
days of grace.
DUE PERIOD: With respect to any Remittance Date, the period
from the second day of the month preceding the month in which such Remittance
Date occurs through the first day of the month in which such Remittance Date
occurs.
ELIGIBLE ACCOUNT: An account that is (i) maintained with a
depository institution the long-term unsecured debt obligations of which are
rated by each Rating Agency and S&P in one of its two highest rating categories,
or (ii) maintained with the corporate trust department of a national bank which
has a rating of at least Baa3 or P-3 by Moody's and, at least
13
<PAGE> 20
BBB- or A-2 by S&P, or (iii) an account or accounts the deposits in which are
fully insured by the FDIC, or (iv) an account or accounts in a depository
institution in which such accounts are insured by the FDIC (to the limit
established by the FDIC), the uninsured deposits in which accounts are otherwise
secured such that, as evidenced by an Opinion of Counsel delivered to and
acceptable to the Trustee and each Rating Agency, the Certificateholders have a
claim with respect to the funds in such account and a perfected first security
interest against any collateral (which shall be limited to Eligible Investments)
securing such funds that is superior to claims of any other depositors or
creditors of the depository institution with which such account is maintained,
or (v) otherwise acceptable to each Rating Agency without reduction or
withdrawal of the rating of any Class of Certificates, as evidenced by a letter
from each Rating Agency.
ELIGIBLE INVESTMENTS: One or more of the following:
(i) obligations of, or guaranteed as to principal and interest
by, the United States or obligations of any agency or instrumentality
thereof when such obligations are backed by the full faith and credit
of the United States; provided that any such obligation held as a "cash
flow investment" within the meaning of section 860G(a)(6) of the Code
shall not have a remaining maturity of more than 45 days;
(ii) repurchase agreements on obligations specified in clause
(i) maturing not more than two months from the date of acquisition
thereof, provided that the long-term unsecured obligations of the party
agreeing to repurchase such obligations are at the time rated by each
Rating Agency in one of its two highest rating categories and the
short-term debt obligations of the party agreeing to repurchase are
rated A-1 by S&P and Prime-1 by Moody's;
(iii) federal funds, certificates of deposit, time deposits
and bankers' acceptances (which shall each have an original maturity of
not more than 60 days and, in the case of bankers' acceptances, shall
in no event have an original maturity of more than 365 days) of any
United States depository institution or trust company incorporated
under the laws of the United States or any state, provided that the
long-term unsecured debt obligations of such depository institution or
trust company at the date of acquisition thereof have been rated by
each Rating Agency in one of its two highest rating categories and the
short-term obligations of such depository institution or trust company
are rated A- 1 by S&P and Prime-1 by Moody's;
(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 each Rating Agency in its highest short-term unsecured
commercial paper rating category; provided that such commercial paper
shall have a remaining maturity of not more than 45 days;
14
<PAGE> 21
(v) the Fund unless S&P or Moody's notifies the Master
Servicer in writing that investment in the Fund would result in a
reduction or withdrawal of the rating of any of the Class A or Class M
Certificates; and
(vi) other obligations or securities that are "permitted
investments" within the meaning of Section 860G(a)(5) of the Code and
acceptable to each Rating Agency and S&P rating the Certificates as an
Eligible Investment hereunder and will not result in a reduction or
withdrawal in the then current rating of any Class of Certificates, as
evidenced by a letter to such effect from each Rating Agency;
provided that no such instrument shall be an Eligible Investment if such
instrument evidences either (a) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (b) both principal and
interest payments derived from obligations underlying such instrument where the
interest and principal payments with respect to such instrument provide a yield
to maturity of greater than 120% of the yield to maturity at par of such
underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ESCROW ACCOUNT: The account or accounts created and maintained
pursuant to Section 5.10.
ESCROW PAYMENTS: The amounts constituting applicable ground
rents, taxes, assessments, water rates, Standard Hazard Policy premiums and
other payments required to be escrowed by the Mortgagor with the mortgagee
pursuant to a Mortgage Loan.
EXCEPTION REPORT: The report of the Trustee referred to in
Section 2.02.
EXCESS INTEREST: With respect to each Mortgage Loan, an amount
equal to the excess, if any, of interest payable at the applicable Net Mortgage
Rate over interest payable at the Remittance Rate.
EXCESS PROCEEDS: All amounts (net of the related Servicing
Advances) received on any Mortgage Loan (whether as regular principal payments,
Principal Prepayments, Repurchase Proceeds, Liquidation Proceeds, Insurance
Proceeds, condemnation awards, or with respect to a disposition of a Mortgaged
Property which has been acquired by foreclosure or deed in lieu of foreclosure
or otherwise) in excess of the Principal Balance at the Cut-off Date of such
Mortgage Loan and accrued interest thereon at its Mortgage Rate to the Due Date
immediately succeeding the date of prepayment, repurchase or liquidation, as the
case may be.
FDIC: The Federal Deposit Insurance Corporation or any
successor organization.
FHLMC: The Federal Home Loan Mortgage Corporation or any
successor organization.
15
<PAGE> 22
FIDELITY BOND: A fidelity bond and errors and omissions
insurance to be maintained by the Master Servicer pursuant to Section 5.19.
FLOATING RATE INTEREST ACCRUAL PERIOD: With respect to any
Remittance Date, the period beginning on the 25th day of the month preceding the
month in which such Remittance Date occurs and ending on the 24th day of the
month in which such Remittance Date occurs.
FNMA: The Federal National Mortgage Association or any
successor organization.
FUND: The VISTA U.S. Government Money Market Fund and the
VISTA Prime Money Market Fund, referred to collectively. The Master Servicer
shall instruct the Trustee regarding the voting of any proxies with respect to
the Fund.
INDIRECT PARTICIPANT: A broker, dealer, bank or other
financial institution or other Person that clears through or maintains a
custodial relationship with a Depository Participant.
INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to
any insurance policy covering a Mortgage Loan, net of costs of collecting such
proceeds and net of amounts released to the Mortgagor or applied to the
restoration of the Mortgaged Property.
INSURED EXPENSES: Expenses covered by any insurance policy.
INTEREST SHORTFALL: With respect to any Remittance Date, the
amount equal to the excess of all amounts payable on the Certificates with
respect to interest over the amount of interest actually distributed to the
Certificateholders on such Remittance Date. Amounts shall be deemed distributed
on account of interest under this Agreement prior to amounts distributed on
account of principal.
LATE COLLECTIONS: With respect to any Mortgage Loan, all
amounts received during any Due Period, whether as late payments of Monthly
Payments or as Liquidation Proceeds, condemnation proceeds, Insurance Proceeds,
or with respect to a disposition of a Mortgaged Property which has been acquired
by foreclosure or deed in lieu of foreclosure or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
LIBOR: With respect to any Remittance Date, the rate of
interest determined by the Master Servicer on the related Rate Adjustment Date
as follows:
(i) If on any Rate Adjustment Date two or more
Reference Banks provide offered one-month LIBOR quotations,
LIBOR for the next Remittance
16
<PAGE> 23
Date shall be the arithmetic mean of such offered quotations
(rounding such arithmetic mean upwards, if necessary, to the
nearest whole multiple of 1/16%).
(ii) If on any Rate Adjustment Date only one or none
of the Reference Banks provides offered one-month LIBOR
quotations or there are no Reference Banks, LIBOR for the next
Remittance Date shall be whichever is the higher of (x) LIBOR
as determined on the previous Rate Adjustment Date or (y) the
Reserve Interest Rate.
(iii) If on any Rate Adjustment Date the Master
Servicer is required but unable to determine the Reserve
Interest Rate, LIBOR for the next Remittance Date will be
LIBOR as determined on the previous Rate Adjustment Date, or,
in the case of the first Rate Adjustment Date, the level of
LIBOR used to calculate the initial Certificate Rates of the
Class IA-1 and Class IA-2 Certificates.
LIQUIDATED MORTGAGE LOAN: Any Mortgage Loan (a) as to which
the Master Servicer has determined that all amounts which it expects to recover
from or on account of such Mortgage Loan or property acquired in respect thereof
have been recovered, (b) as to which a Cash Liquidation has taken place or (c)
with respect to which the Mortgaged Property has been acquired by foreclosure or
deed in lieu of foreclosure and a disposition (the term disposition shall
include, for purposes of a repurchase pursuant to Section 11.01, any repurchase
of a Mortgaged Property pursuant to such Section ) of such Mortgaged Property
has occurred.
LIQUIDATION EXPENSES: Expenses which are incurred by the
Master Servicer or any Sub-Servicer in connection with the liquidation of any
defaulted Mortgage Loan or property acquired in respect thereof including,
without limitation, legal fees and expenses, any unreimbursed amount expended by
the Master Servicer pursuant to Sections 5.16 and 5.21 respecting the related
Mortgage Loan and any related and unreimbursed expenditures for real estate
property taxes or for property restoration or preservation.
LIQUIDATION PROCEEDS: Cash (including Insurance Proceeds)
received by the Master Servicer in connection with the liquidation of any
Mortgage Loan or Mortgaged Property acquired in respect thereof, whether through
the sale or assignment of such Mortgage Loan (other than pursuant to Section
5.21), trustee's sale, foreclosure sale or otherwise, or the sale of the
Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the
Mortgage Loan other than amounts required to be paid to the Mortgagor pursuant
to law or the terms of the applicable Mortgage Note.
LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage,
the numerator of which is the outstanding principal amount of the related
Mortgage Loan at the time of origination (or, (i) for purposes of Section 5.15,
at the time of determination and (ii) for purposes of a Mortgage Loan with
respect to which a conversion from adjustable rate to fixed rate has occurred,
at the time of initial origination) and the denominator of which is the
appraised value of the related Mortgaged Property at the time of origination or,
in the case of a Mortgage
17
<PAGE> 24
Loan financing the acquisition of the Mortgaged Property, the sales price of the
Mortgaged Property, if such sales price is less than such appraised value.
LONDON BANKING DAY: Any day on which dealings in deposits in
United States dollars are transacted in the London interbank market.
MASTER REMIC: The pool of assets consisting of the Subsidiary
Regular Interests and all payments of principal or interest on or with respect
to the Subsidiary Regular Interests after the Cut-off Date.
MASTER RESIDUAL INTEREST: The interest in the Master REMIC
represented by amounts, if any, remaining in the Certificate Account following
termination of the Trust Fund after payments to the Class A Certificateholders,
the Class M Certificateholders, the Class B Certificateholders and the Class R
Certificateholders with respect to their interests in the Subsidiary Residual
Interest (or the holders of any separate certificates representing the
Subsidiary Residual Interest).
MASTER SERVICER: CMMC or its successor in interest or any
successor under this Agreement as herein provided.
MONTHLY PAYMENT: The minimum required monthly payment of
principal and interest due on a Mortgage Loan as specified in the Mortgage Note
for any Due Date (before any adjustment to such scheduled amount by reason of
any bankruptcy or similar proceeding or any moratorium or similar waiver or
grace period). Monthly Payments shall be deemed due on an Outstanding Mortgage
Loan until such time as it becomes a Liquidated Mortgage Loan.
MOODY'S: Moody's Investors Service, Inc., or its successor in
interest.
MORTGAGE: With respect to a Mortgage Loan that is not a Co-op
Loan, the mortgage, deed of trust or other instrument creating a first lien or a
first priority ownership interest in an estate in fee simple in real property
securing a Mortgage Note. With respect to a Co-op Loan, the security agreement
creating a security interest in the stock allocated to a dwelling unit in a
residential cooperative housing corporation and pledged to secure such Co-op
Loan and the related Co-op Lease.
MORTGAGE GROUP: Mortgage Group One or Mortgage Group Two, as
the case may be.
MORTGAGE GROUP ONE: The Mortgage Loans in the Trust Fund that
are designated in the Mortgage Loan Schedule as comprising Mortgage Group One.
MORTGAGE GROUP ONE MORTGAGE POOL PRINCIPAL BALANCE: As of the
date of determination, the aggregate of the Principal Balances of each
Outstanding
18
<PAGE> 25
Mortgage Loan in Mortgage Group One less the principal portion of any Monthly
Payment due but not paid on any such Mortgage Loan with respect to which an
Advance has not been made.
MORTGAGE GROUP ONE NON-PO ALLOCATED AMOUNT: At the time of any
determination, the amount derived by (i) multiplying the Principal Balance of
each Mortgage Loan in Mortgage Group One on such date of determination by the
Non-PO Percentage with respect to such Mortgage Loan and (ii) summing the
results.
MORTGAGE GROUP ONE PO ALLOCATED AMOUNT: At the time of any
determination, the amount derived by (i) multiplying the Principal Balance of
each Mortgage Loan in Mortgage Group One by the PO Percentage with respect to
such Mortgage Loan and (ii) summing the results.
MORTGAGE GROUP ONE SCHEDULED PRINCIPAL AMOUNT: On any
Remittance Date, an amount equal to the applicable Non-PO Percentage of the
principal portion of Monthly Payments, whether or not received, which were due
during the related Due Period (including but not limited to any amounts
representing the final scheduled Monthly Payment on a Mortgage Loan, which
amounts shall be deemed due on each Due Date until and including the Due Date on
which the Principal Balance of the Mortgage Loan is reduced to zero) on Mortgage
Loans in Mortgage Group One which were outstanding during such Due Period.
MORTGAGE GROUP ONE SUBORDINATED PERCENTAGE: As of any
Remittance Date, the difference between 100% and the Class IA Percentage.
MORTGAGE GROUP ONE UNSCHEDULED PRINCIPAL AMOUNT: On any
Remittance Date, the amounts with respect to principal described in the
definition of "Non-PO Class IA Distribution Amount" (exclusive of the amounts
described in clause (a) thereof) with respect to such Remittance Date, but
without such amounts being multiplied by the Non-PO Class IA Percentage or the
Non-PO Class IA Prepayment Percentage, as applicable.
MORTGAGE GROUP TWO: The Mortgage Loans in the Trust Fund that
are designated in the Mortgage Loan Schedule as comprising Mortgage Group Two.
MORTGAGE GROUP TWO MORTGAGE POOL PRINCIPAL BALANCE: As of the
date of determination, the aggregate of the Principal Balances of each
Outstanding Mortgage Loan in Mortgage Group Two less the principal portion of
any Monthly Payment due but not paid on any such Mortgage Loan with respect to
which an Advance has not been made.
MORTGAGE GROUP TWO NON-PO ALLOCATED AMOUNT: At the time of any
determination, the amount derived by (i) multiplying the Principal Balance of
each Mortgage Loan in Mortgage Group Two on such date of determination by the
Non-PO Percentage with respect to such Mortgage Loan and (ii) summing the
results.
19
<PAGE> 26
MORTGAGE GROUP TWO PO ALLOCATED AMOUNT: At the time of any
determination, the amount derived by (i) multiplying the Principal Balance of
each Mortgage Loan in Mortgage Group Two by the PO Percentage with respect to
such Mortgage Loan and (ii) summing the results.
MORTGAGE GROUP TWO SUBORDINATED PERCENTAGE: As of any
Remittance Date, the difference between 100% and the Class IIA Percentage.
MORTGAGE FILE: As to each Mortgage Loan, the items referred to
in Exhibit B annexed hereto.
MORTGAGE LOAN: An individual mortgage loan and all rights with
respect thereto, evidenced by a Mortgage and a Mortgage Note, sold and assigned
by the Company to the Trustee and which is subject to this Agreement and
included in the Trust Fund. The Mortgage Loans originally sold and subject to
this Agreement are identified on the Mortgage Loan Schedule.
MORTGAGE LOAN SCHEDULE: The schedule of Mortgage Loans
attached hereto as Exhibit A, as it may be amended in accordance with Section
3.05, setting forth the following information as to each Mortgage Loan: (i) the
Mortgage Loan identifying number; (ii) the street address of the Mortgaged
Property including the zip code; (iii) an indication of whether the Mortgaged
Property is owner-occupied; (iv) the property type of the Mortgaged Property;
(v) the original number of months to stated or scheduled maturity and the number
of months remaining to stated maturity from the Cut-off Date; (vi) (a) the
appraised value of the Mortgaged Property as set forth in an appraisal which was
delivered at the time of the origination of the Mortgage Loan, or, in the event
the Mortgage Loan was made in connection with the acquisition of the Mortgaged
Property by the Mortgagor, the lesser of such appraised value and the purchase
price of the Mortgaged Property actually paid by the Mortgagor at the time of
the origination of the Mortgage Loan, and (b) the percentage of the original
principal amount of the Mortgage Loan to the amount specified in (a) above;
(vii) the original principal balance of the Mortgage Loan; (viii) the unpaid
principal balance of the Mortgage Loan as of the close of business on the
Cut-off Date; (ix) the Mortgage Rate; (x) the amount of the current Monthly
Payment; (xi) the PO Percentage with respect to such Mortgage Loan; and (xii)
the Mortgage Group within which such Mortgage Loan is contained.
MORTGAGE LOAN SELLER: Chase.
MORTGAGE NOTE: The note or other evidence of the indebtedness
of a Mortgagor secured by a Mortgage.
MORTGAGE POOL: The pool of Mortgage Loans held in the Trust
Fund.
MORTGAGE POOL PRINCIPAL BALANCE: As of the date of
determination, the aggregate of the Principal Balances of each Outstanding
Mortgage Loan on such date of
20
<PAGE> 27
determination less the principal portion of any Monthly Payment due but not paid
with respect to which an Advance has not been made.
MORTGAGED PROPERTY: The property securing a Mortgage Note.
MORTGAGE RATE: With respect to each Mortgage Loan, the per
annum rate of interest borne by the Mortgage Loan, as specified in the Mortgage
Note.
MORTGAGOR: The obligor on a Mortgage Note.
NET LIQUIDATION PROCEEDS: As to any Liquidated Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
NET MORTGAGE RATE: With respect to each Mortgage Loan, a per
annum rate of interest for the applicable period equal to the Mortgage Rate less
the applicable Servicing Fee.
NON-PO ALLOCATED AMOUNT: At the time of any determination, the
amount derived by (i) multiplying the Principal Balance of each Mortgage Loan on
such date of determination by the Non-PO Percentage with respect to such
Mortgage Loan and (ii) summing the results.
NON-PO CLASS A CERTIFICATES: The Non-PO Class IA Certificates
and Non-PO Class IIA Certificates, referred to collectively.
NON-PO CLASS IA CERTIFICATES: The Class IA-1, Class IA-2,
Class IA-3 and Class IA-4 Certificates, referred to collectively.
NON-PO CLASS IIA CERTIFICATES: The Class IIA-1 Certificates.
NON-PO CLASS A DISTRIBUTION AMOUNT: With respect to any
Remittance Date, an amount equal to the sum of (i) the Non-PO Class IA
Distribution Amount and (ii) the Non-PO Class IIA Distribution Amount.
NON-PO CLASS IA DISTRIBUTION AMOUNT: With respect to any
Remittance Date, the lesser of (a) the Non-PO Class IA Principal Balance plus
one month's interest thereon at the Remittance Rate and (b) the sum of:
(i) the Non-PO Class IA Percentage of the applicable Non-PO
Percentage of the principal portion of all Monthly Payments, whether or
not received, which were due during the related Due Period (including
but not limited to any amounts representing the final scheduled Monthly
Payment on a Mortgage Loan described in this paragraph (i), which
amounts shall be deemed due on each Due Date until and including the
Due Date on which the Principal Balance of the Mortgage Loan is reduced
to zero) on Mortgage
21
<PAGE> 28
Loans in Mortgage Group One which were outstanding during such Due
Period, plus the Non-PO Class IA Percentage of the interest portion of
such Monthly Payments, adjusted to the Remittance Rate;
(ii) the Non-PO Class IA Prepayment Percentage of the
applicable Non-PO Percentage of all Principal Prepayments made on any
Mortgage Loan in Mortgage Group One during the related Principal
Prepayment Period plus the Non-PO Class IA Percentage of the lesser of
(A) the amount of interest (adjusted to the Remittance Rate) paid with
respect thereto by the Mortgagors and the amount of Compensating
Interest paid with respect thereto by the Master Servicer pursuant to
Section 6.05 and (B) one month's interest thereon at the Remittance
Rate; provided, however, that to the extent any such interest is
included in the amount computed pursuant to clause (i) above, such
amount of interest shall be deducted from the amount computed pursuant
to this clause (ii);
(iii) with respect to each Mortgage Loan in Mortgage Group One
not described in (iv) below, the Non-PO Class IA Percentage of the
applicable Non-PO Percentage of the principal portion of all Insurance
Proceeds, condemnation awards and any other cash proceeds from a source
other than the applicable Mortgagor, to the extent required to be
deposited in the Certificate Account pursuant to Section 5.08(iv) and
(v), which were received during the related Principal Prepayment Period
plus the Non-PO Class IA Percentage of the interest portion thereof,
adjusted to the Remittance Rate, net of related unreimbursed Servicing
Advances and net of any portion thereof which, as to any such Mortgage
Loan, constitutes Late Collections that have been the subject of an
Advance on any prior Remittance Date (together with accrued and unpaid
interest on such net Insurance Proceeds, condemnation awards and other
cash proceeds at the Remittance Rate);
(iv) with respect to each Mortgage Loan in Mortgage Group One
which has become a Liquidated Mortgage Loan during the related
Principal Prepayment Period, the least of (A) the Non-PO Class IA
Percentage of applicable Non-PO Percentage of an amount equal to the
Principal Balance of such Liquidated Mortgage Loan as of the Due Date
immediately preceding the date on which it became a Liquidated Mortgage
Loan plus the Non-PO Class IA Percentage of one-month's interest
thereon at the Remittance Rate, (B) the Non-PO Class IA Prepayment
Percentage of the applicable Non-PO Percentage of the Net Liquidation
Proceeds with respect to such liquidated Mortgage Loan (net of any
unreimbursed Advances) plus the Non-PO Class IA Percentage of one
month's interest thereon at the Remittance Rate, and (C) in the case of
a Discount Mortgage Loan, the Non-PO Class IA Prepayment Percentage of
the Net Liquidation Proceeds with respect to such Liquidated Mortgage
Loan (net of any unreimbursed Advances) exclusive of amounts
distributable to the Class IA-P Certificates, plus the Non-PO Class IA
Percentage of one month's interest thereon at the Remittance Rate.
(v) with respect to each Mortgage Loan in Mortgage Group One
repurchased during the related Principal Prepayment Period pursuant to
Section 2.02, 3.01, 5.21 or
22
<PAGE> 29
11.01, an amount equal to the Non-PO Class IA Prepayment Percentage of
the applicable Non-PO Percentage of the principal portion of the
Purchase Price plus the Non-PO Class IA Percentage of the interest
portion of the Purchase Price, adjusted to the Remittance Rate (net of
amounts with respect to which a distribution of principal and interest
has previously been made to the Non-PO Class IA Certificateholders);
provided, however, that with respect to any repurchase pursuant to
Section 11.01, an amount not less than the then Outstanding Certificate
Principal Balance of the Non-PO Class IA Certificates, together with
accrued and unpaid interest thereon at the Remittance Rate;
(vi) during such time as the aggregate Outstanding Certificate
Principal Balance of the Subordinated Certificates equals zero, the
excess of the Non-PO Class IA Principal Balance over the Non-PO
Allocated Amount, if any, as of the preceding Remittance Date plus one
month's interest thereon at the Remittance Rate;
(vii) if the Cross Support Date has occurred and the Non-PO
Class IA Principal Balance is greater than zero, the Class IA Support
Percentage of the principal portion of the amounts referred to in
paragraphs (b)(ii), (b)(iv) and (b)(v) of the definition of the Non-PO
Class IIA Distribution Amount; and
(viii) any funds (other than those included in (i) - (vii)
above with respect to such Remittance Date) which were not distributed
to the Non-PO Class IA Certificateholders on any prior Remittance Date
which would have constituted part of the Non-PO Class IA Distribution
Amount had they been so distributed on such Remittance Date, together
with interest thereon at the Remittance Rate.
NON-PO CLASS IIA DISTRIBUTION AMOUNT: With respect to any
Remittance Date, the lesser of (a) the Non-PO Class IIA Principal Balance plus
one month's interest thereon at the Remittance Rate and (b) the sum of:
(i) the Non-PO Class IIA Percentage of the applicable Non-PO
Percentage of the principal portion of all Monthly Payments, whether or
not received, which were due during the related Due Period (including
but not limited to any amounts representing the final scheduled Monthly
Payment on a Mortgage Loan described in this paragraph (i), which
amounts shall be deemed due on each Due Date until and including the
Due Date on which the Principal Balance of the Mortgage Loan is reduced
to zero) on Mortgage Loans in Mortgage Group Two which were outstanding
during such Due Period, plus the Non-PO Class IIA Percentage of the
interest portion of such Monthly Payments, adjusted to the Remittance
Rate;
(ii) the Non-PO Class IIA Prepayment Percentage of the
applicable Non-PO Percentage of all Principal Prepayments made on any
Mortgage Loan in Mortgage Group Two during the related Principal
Prepayment Period plus the Non-PO Class IIA Percentage of the lesser of
(A) the amount of interest (adjusted to the Remittance Rate) paid with
respect thereto by the Mortgagors and the amount of Compensating
Interest
23
<PAGE> 30
paid with respect thereto by the Master Servicer pursuant to Section
6.05 and (B) one month's interest thereon at the Remittance Rate;
provided, however, that to the extent any such interest is included in
the amount computed pursuant to clause (i) above, such amount of
interest shall be deducted from the amount computed pursuant to this
clause (ii);
(iii) with respect to each Mortgage Loan in Mortgage Group Two
not described in (iv) below, the Non-PO Class IIA Percentage of the
applicable Non-PO Percentage of the principal portion of all Insurance
Proceeds, condemnation awards and any other cash proceeds from a source
other than the applicable Mortgagor, to the extent required to be
deposited in the Certificate Account pursuant to Section 5.08(iv) and
(v), which were received during the related Principal Prepayment Period
plus the Non-PO Class IIA Percentage of the interest portion thereof,
adjusted to the Remittance Rate, net of related unreimbursed Servicing
Advances and net of any portion thereof which, as to any such Mortgage
Loan, constitutes Late Collections that have been the subject of an
Advance on any prior Remittance Date (together with accrued and unpaid
interest on such net Insurance Proceeds, condemnation awards and other
cash proceeds at the Remittance Rate);
(iv) with respect to each Mortgage Loan in Mortgage Group Two
which has become a Liquidated Mortgage Loan during the related
Principal Prepayment Period, the least of (A) the Non-PO Class IIA
Percentage of applicable Non-PO Percentage of an amount equal to the
Principal Balance of such Liquidated Mortgage Loan as of the Due Date
immediately preceding the date on which it became a Liquidated Mortgage
Loan plus the Non-PO Class IIA Percentage of one-month's interest
thereon at the Remittance Rate, (B) the Non-PO Class IIA Prepayment
Percentage of the applicable Non-PO Percentage of the Net Liquidation
Proceeds with respect to such liquidated Mortgage Loan (net of any
unreimbursed Advances) plus the Non-PO Class IIA Percentage of one
month's interest thereon at the Remittance Rate, and (C) in the case of
a Discount Mortgage Loan, the Non-PO Class IIA Prepayment Percentage of
the Net Liquidation Proceeds with respect to such Liquidated Mortgage
Loan (net of any unreimbursed Advances) exclusive of amounts
distributable to the Class IIA-P Certificates, plus the Non-PO Class
IIA Percentage of one month's interest thereon at the Remittance Rate.
(v) with respect to each Mortgage Loan in Mortgage Group Two
repurchased during the related Principal Prepayment Period pursuant to
Section 2.02, 3.01, 5.21 or 11.01, an amount equal to the Non-PO Class
IIA Prepayment Percentage of the applicable Non-PO Percentage of the
principal portion of the Purchase Price plus the Non-PO Class IIA
Percentage of the interest portion of the Purchase Price, adjusted to
the Remittance Rate (net of amounts with respect to which a
distribution of principal and interest has previously been made to the
Non-PO Class IIA Certificateholders); provided, however, that with
respect to any repurchase pursuant to Section 11.01, an amount not less
than the then Outstanding Certificate Principal Balance of the Non-PO
Class IIA Certificates, together with accrued and unpaid interest
thereon at the Remittance Rate;
24
<PAGE> 31
(vi) during such time as the aggregate Outstanding Certificate
Principal Balance of the Subordinated Certificates equals zero, the
excess of the Non-PO Class IIA Principal Balance over the Non-PO
Allocated Amount, if any, as of the preceding Remittance Date plus one
month's interest thereon at the Remittance Rate;
(vii) if the Cross Support Date has occurred and the Non-PO
Class IIA Principal Balance is greater than zero, the Class IIA Support
Percentage of the principal portion of the amounts referred to in
paragraphs (b)(ii), (b)(iv) and (b)(v) of the definition of the Non-PO
Class IA Distribution Amount; and
(viii) any funds (other than those included in (i) - (vii)
above with respect to such Remittance Date) which were not distributed
to the Non-PO Class IIA Certificateholders on any prior Remittance Date
which would have constituted part of the Non-PO Class IIA Distribution
Amount had they been so distributed on such Remittance Date, together
with interest thereon at the Remittance Rate.
NON-PO CLASS A PERCENTAGE: As of any Remittance Date, the
fraction, expressed as a percentage (which shall never exceed 100%), the
numerator of which is the Non-PO Class A Principal Balance and the denominator
of which is the Non-PO Allocated Amount as of the immediately preceding Due
Date.
NON-PO CLASS IA PERCENTAGE: As of any Remittance Date, the
fraction, expressed as a percentage (which shall never exceed 100%), the
numerator of which is the Non-PO Class IA Principal Balance and the denominator
of which is the Mortgage Group One Non-PO Allocated Amount as of the
immediately preceding Due Date.
NON-PO CLASS IIA PERCENTAGE: As of any Remittance Date, the
fraction, expressed as a percentage (which shall never exceed 100%), the
numerator of which is the Non-PO Class IIA Principal Balance and the
denominator of which is the Mortgage Group Two Non-PO Allocated Amount as of
the immediately preceding Due Date.
NON-PO CLASS IA PREPAYMENT PERCENTAGE: As of any Remittance
Date up to and including the Class IA Step-down Date, 100%; as of any Remittance
Date during the first year thereafter, the Class IA Percentage plus 70% of the
Mortgage Group One Subordinated Percentage for such Remittance Date; as of any
Remittance Date during the second year thereafter, the Class IA Percentage plus
60% of the Mortgage Group One Subordinated Percentage for such Remittance Date;
as of any Remittance Date during the third year thereafter, the Class IA
Percentage plus 40% of the Mortgage Group One Subordinated Percentage for such
Remittance Date; as of any Remittance Date during the fourth year thereafter,
the Class IA Percentage plus 20% of the Mortgage Group One Subordinated
Percentage for such Remittance Date; and as of any Remittance Date after the
fourth year thereafter, the Class IA Percentage; provided that if either the
Class IA Percentage or Class IIA Percentage as of any such Remittance Date is
greater than the Class IA Percentage or Class IIA Percentage, respectively, on
the first
25
<PAGE> 32
Remittance Date, the Class IA Prepayment Percentage shall be 100%; and provided
further that no reduction in the Class IA Prepayment Percentage shall take place
in any year following the first year after the Class IA Step-down Date unless
the conditions set forth in the definition of Class IA Step-down Date and Class
IIA Step-down Date are met on the first Remittance Date of such year; and
provided further that whenever the Class IA Percentage equals 0%, the Class IA
Prepayment Percentage shall equal 0%.
NON-PO CLASS IIA PREPAYMENT PERCENTAGE: As of any Remittance
Date up to and including the Class IIA Step-down Date, 100%; as of any
Remittance Date during the first year thereafter, the Class IIA Percentage plus
70% of the Mortgage Group Two Subordinated Percentage for such Remittance Date;
as of any Remittance Date during the second year thereafter, the Class IIA
Percentage plus 60% of the Mortgage Group Two Subordinated Percentage for such
Remittance Date; as of any Remittance Date during the third year thereafter, the
Class IIA Percentage plus 40% of the Mortgage Group Two Subordinated Percentage
for such Remittance Date; as of any Remittance Date during the fourth year
thereafter, the Class IIA Percentage plus 20% of the Mortgage Group Two
Subordinated Percentage for such Remittance Date; and as of any Remittance Date
after the fourth year thereafter, the Class IIA Percentage; provided that if
either the Class IIA Percentage or Class IA Percentage as of any such Remittance
Date is greater than the Class IIA Percentage or Class IA Percentage,
respectively, on the first Remittance Date, the Class IIA Prepayment Percentage
shall be 100%; and provided further that no reduction in the Class IIA
Prepayment Percentage shall take place in any year following the first year
after the Class IIA Step-down Date unless the conditions set forth in the
definition of Class IIA Step-down Date and Class IA Step-down Date are met on
the first Remittance Date of such year; and provided further that whenever the
Class IIA Percentage equals 0%, the Class IIA Prepayment Percentage shall equal
0%.
NON-PO CLASS A PRINCIPAL BALANCE: As of any Remittance Date,
(a) the Non-PO Class A Principal Balance for the immediately preceding
Remittance Date less (b) amounts distributed (or deemed distributed) to the
Non-PO Class A Certificateholders on such preceding Remittance Date allocable to
principal (including the principal portion of Advances of the Master Servicer
made pursuant to Section 6.03 and Realized Losses allocated to the Non-PO Class
A Certificates pursuant to Sections 6.04, 6.01(b)(I)(v) and 6.01(b)(II)(iv))
plus (c) the Class A Interest Shortfall, if any, for the preceding Remittance
Date; provided that the Non-PO Class A Principal Balance on the first Remittance
Date shall be the Original Non-PO Class A Principal Balance.
NON-PO CLASS IA PRINCIPAL BALANCE: As of any Remittance Date,
(a) the Non-PO Class IA Principal Balance for the immediately preceding
Remittance Date less (b) amounts distributed (or deemed distributed) to the
Non-PO Class IA Certificateholders on such preceding Remittance Date allocable
to principal (including the principal portion of Advances of the Master Servicer
made pursuant to Section 6.03 and Realized Losses allocated to the Non-PO Class
IA Certificates pursuant to Sections 6.04 and 6.01(b)(I)(v) plus (c) the Class
IA Interest Shortfall, if any, for the preceding Remittance Date; provided that
the Non-PO Class IA Principal Balance on the first Remittance Date shall be the
Original Non-PO Class IA Principal Balance.
26
<PAGE> 33
NON-PO CLASS IIA PRINCIPAL BALANCE: As of any Remittance Date,
(a) the Non-PO Class IIA Principal Balance for the immediately preceding
Remittance Date less (b) amounts distributed (or deemed distributed) to the
Non-PO Class IIA Certificateholders on such preceding Remittance Date allocable
to principal (including the principal portion of Advances of the Master Servicer
made pursuant to Section 6.03 and Realized Losses allocated to the Non-PO Class
IIA Certificates pursuant to Sections 6.04 and 6.01(b)(II)(iv)) plus (c) the
Class IIA Interest Shortfall, if any, for the preceding Remittance Date;
provided that the Non-PO Class IIA Principal Balance on the first Remittance
Date shall be the Original Non-PO Class IIA Principal Balance.
NON-PO CLASS IA PRINCIPAL DISTRIBUTION AMOUNT: As defined in
Section 6.01(a)(ii)(A).
NON-PO CLASS IIA PRINCIPAL DISTRIBUTION AMOUNT: As defined in
Section 6.01(a)(iv)(A).
NON-PO PERCENTAGE: With respect to each Mortgage Loan, the
fraction, expressed as a percentage (but not greater than 100%), the numerator
of which equals the applicable Net Mortgage Rate and the denominator of which
equals the Remittance Rate.
NONRECOVERABLE ADVANCE: Any Advance previously made or
proposed to be made in respect of a Mortgage Loan by the Master Servicer
pursuant to Section 6.03 which, in the good faith judgment of the Master
Servicer, will not or, in the case of a proposed Advance, would not, ultimately
be recoverable by the Master Servicer from Late Collections or otherwise. The
determination by the Master Servicer that it has made, or would be making, a
Nonrecoverable Advance shall be evidenced by a certificate of a Servicing
Officer of the Master Servicer delivered to the Trustee, any co-trustee and the
Company and detailing the reasons for such determination.
OFFICERS' CERTIFICATE: A certificate signed by two of the
Chairman of the Board, the Vice Chairman of the Board, the President or a Vice
President, the Treasurer or the Secretary or one of the Assistant Treasurers or
Assistant Secretaries or any other duly authorized officer of the Company or the
Master Servicer, and delivered to the Trustee.
OPINION OF COUNSEL: A written opinion of counsel, who may be
counsel for the Company or the Master Servicer and who is reasonably acceptable
to the Trustee.
ORIGINAL CERTIFICATE PRINCIPAL BALANCE: With respect to any
Class of Certificates, the amount specified for such Class in Section 4.01(d).
ORIGINAL CLASS A PRINCIPAL BALANCE: $195,144,604.00
ORIGINAL CLASS IA PRINCIPAL BALANCE: $158,121,152.00
ORIGINAL CLASS IIA PRINCIPAL BALANCE: $ 37,023,452.00
27
<PAGE> 34
ORIGINAL CLASS M PRINCIPAL BALANCE: $ 4,658,626.00
ORIGINAL CLASS B PRINCIPAL BALANCE: $ 7,246,751.19
ORIGINAL NON-PO CLASS A PRINCIPAL
BALANCE: $194,151,982.00
ORIGINAL NON-PO CLASS IA
PRINCIPAL BALANCE: $157,630,390.00
ORIGINAL NON-PO CLASS IIA
PRINCIPAL BALANCE: $ 36,521,592.00
ORIGINAL CREDIT SUPPORT: With respect to any Class of
Subordinated Certificates (other than the Class B-5 Certificates), the level of
Credit Support indicated below:
Class M: 3.50%
Class B-1: 2.50%
Class B-2: 1.75%
Class B-3: 0.90%
Class B-4: 0.45%
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE: With respect to any
Class (other than the Class R Certificates) of Certificates and any Remittance
Date, the sum of (a) the Original Certificate Principal Balance of such Class
and (b) (except with respect to (I) the Class of Class B Certificates then
outstanding having the highest numerical class designation and (II) during such
time as the aggregate Outstanding Certificate Principal Balance of the Class B
Certificates equals zero, the Class M Certificates) any Interest Shortfalls with
respect to such Class prior to such Remittance Date, minus the sum of (i) any
distributions of principal made on such Class prior to such Remittance Date and
(ii) any Realized Losses allocated to such Class prior to such Remittance Date;
provided, however, that (I) with respect to the Class of Class B Certificates
then outstanding having the highest numerical class designation, the Outstanding
Certificate Principal Balance of such Class shall equal the excess of the
Mortgage Pool Principal Balance (together with the principal portion of any
Monthly Payment due but not paid with respect to which an Advance has not been
made) over the sum of the Outstanding Certificate Principal Balances of all
Classes of Certificates (other than the Class of Class B Certificates then
outstanding having the highest numerical class designation); and (II) during
such time as the Outstanding Certificate Principal Balance of the Class B-1
Certificates equals zero, with respect to the Class M Certificates, the
Outstanding Certificate Principal Balance of such Class shall equal the excess
of the Mortgage Pool Principal Balance (together with the principal portion of
any Monthly Payment due but not paid with respect to which an Advance has not
been made) over the Class A Principal Balance.
28
<PAGE> 35
OUTSTANDING MORTGAGE LOAN: As to any Remittance Date, a
Mortgage Loan which was not paid in full during the related or any previous
Principal Prepayment Period, which did not become a Liquidated Mortgage Loan
during the related or any previous Principal Prepayment Period and which was not
repurchased under Section 2.02, 3.01, 5.21 or 11.01 during the related or any
previous Principal Prepayment Period.
PASS-THRU ENTITY: A "Pass-Thru Entity" as defined in Section
860E(e)(6) of the Code.
PAYING AGENT: The Person appointed by the Trustee as Paying
Agent pursuant to Section 4.05.
PAYING AGENT ACCOUNT: The account created and maintained
pursuant to Section 4.05.
PERCENTAGE INTEREST: As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made hereunder, such
percentage interest being equal, with respect to any Class, to the percentage
obtained by dividing the denomination of such Certificate by the aggregate of
the denominations of all the Certificates of such Class and with respect to all
Certificates, the percentage obtained by dividing the denomination of such
Certificate by the aggregate of the denominations of all the Certificates.
PERSON: Any individual, corporation, partnership, limited
liability company, limited liability partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
PO PERCENTAGE: The PO Percentage with respect to each Mortgage
Loan as identified on the Mortgage Loan Schedule, such percentage being equal to
the fraction, expressed as a percentage (but not less than 0%), the numerator of
which equals the excess of the Remittance Rate over the applicable Net Mortgage
Rate and the denominator of which equals the Remittance Rate.
PRIMARY INSURANCE POLICY: Each primary policy of mortgage
guaranty insurance or any replacement policy therefor referred to in Section
5.15 hereof.
PRINCIPAL BALANCE: At the time of any determination, the
principal balance of a Mortgage Loan remaining to be paid at the close of
business on the Cut-off Date (after deduction of all principal payments due on
or before the Cut-off Date whether or not paid) (or, in the case of a substitute
Mortgage Loan included in the Trust Fund pursuant to Section 3.05, the close of
business as of the date of substitution) reduced by all amounts previously
distributed to Certificateholders that are allocable to payments of principal on
such Mortgage Loan (including the principal portion of Advances of the Master
Servicer made pursuant to Section 6.03).
29
<PAGE> 36
PRINCIPAL PREPAYMENT: Any payment or other recovery of
principal on a Mortgage Loan (other than Late Collections) which is received
other than as part of a Monthly Payment; provided, however, that the term
Principal Prepayment does not include Insurance Proceeds, Liquidation Proceeds,
condemnation awards or other cash proceeds from a source other than the
applicable Mortgagor.
PRINCIPAL PREPAYMENT PERIOD: With respect to any Remittance
Date, the period beginning on the first day of the month preceding the month in
which such Remittance Date occurs and ending on the last day of such month.
PURCHASE PRICE: With respect to any Mortgage Loan required to
be purchased on any date pursuant to Section 2.02, 3.01, 5.21 or 11.01, an
amount equal to the sum of (a) 100% of the Principal Balance thereof, (b) unpaid
accrued interest at the Mortgage Rate thereon from the Due Date on which
interest was last paid by the Mortgagor or Advanced by the Master Servicer to
the Due Date next following the date of repurchase and (c) the aggregate of any
unreimbursed Advances.
RATE ADJUSTMENT DATE: With respect to any Remittance Date, the
second London Banking Day preceding the related Floating Rate Interest Accrual
Period.
RATING AGENCY: Any nationally recognized statistical rating
organization, or its successor, that rated one or more Classes of Certificates
at the request of the Company at the time of the initial issuance of the
Certificates. If such organization or a successor is no longer in existence,
"Rating Agency" shall be such nationally recognized statistical rating
organization, or other comparable Person, designated by the Company, notice of
which designation shall be given to the Trustee and the Master Servicer.
References herein to the two highest long-term debt rating categories of a
Rating Agency shall mean AA or better in the case of S&P and Aa3 or better in
the case of Moody's.
REALIZED LOSS: With respect to (i) a Liquidated Mortgage Loan,
the amount, if any, by which the unpaid Principal Balance and accrued interest
thereon at a rate equal to the Net Mortgage Rate exceeds the amount actually
recovered by the Master Servicer with respect thereto (net of reimbursement of
Advances and Servicing Advances) at the time such Mortgage Loan became a
Liquidated Mortgage Loan or (ii) with respect to a Mortgage Loan which is not a
Liquidated Mortgage Loan, any amount of principal that the Mortgagor is no
longer legally required to pay (except for the extinguishment of debt that
results from the exercise of remedies due to default by the Mortgagor).
RECORD DATE: The close of business of the last Business Day of
the month preceding the month of the related Remittance Date.
REFERENCE BANKS: With respect to each Rate Adjustment Date,
four leading banks engaged in transactions in United States dollar deposits in
the London interbank market (i) with an established place of business in London,
(ii) whose quotations appear on the Reuters
30
<PAGE> 37
Screen LIBO Page on such Rate Adjustment Date and (iii) which have been
designated as such by the Master Servicer and are able and willing to provide
such quotations to the Master Servicer on each Rate Adjustment Date.
REMIC: A "real estate mortgage investment conduit," as such
term is defined in Section 860D of the Code.
REMIC POOL: Either of the Master REMIC or the Subsidiary
REMIC.
REMIC PROVISIONS: Provisions of the federal income tax law
relating to REMICs which appear at Sections 860A through 860G of Part IV of
Subchapter M of Chapter 1 of Subtitle A of the Code, and related provisions, and
U.S. Department of the Treasury temporary, proposed or final regulations and
rulings promulgated thereunder, as the foregoing are in effect (or with respect
to proposed regulations, are proposed to be in effect) from time to time.
REMIC REPORTING AGENT: The person so designated in Section
7.02(b).
REMITTANCE DATE: The 25th day of any month, or if such 25th
day is not a Business Day, the first Business Day immediately following,
beginning with September 25, 1996.
REMITTANCE RATE: The portion of the annual rate of interest
borne by each Mortgage Loan accruing for the benefit of the Certificateholders,
which rate shall equal 7.25%.
REPURCHASE PROCEEDS: All proceeds of any Mortgage Loan or
property acquired in respect thereof repurchased pursuant to Section 2.02, 3.01,
5.21 or 11.01.
RESPONSIBLE OFFICER: When used with respect to the Trustee,
any Senior Vice President, any Vice President, any Assistant Vice President, any
Senior Trust Officer, any Trust Officer or any other officer of the Trustee in
its Corporate Trust Office customarily performing functions similar to those
performed by any of the above designated officers and also, with respect to a
particular matter, any other officer in its Corporate Trust Office to whom such
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.
REUTERS SCREEN LIBO PAGE: The display designated as page
"LIBO" on the Reuters Monitor Money Rates Service (or such other page as may
replace the LIBO page on that service for the purpose of displaying London
interbank offered quotations of major banks).
31
<PAGE> 38
S&P: Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or its successor in interest.
SALE AGREEMENT: The Mortgage Loan Sale Agreement dated as of
August 27, 1996 between the Company and Chase.
SERVICING ADVANCES: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in the performance by the Master
Servicer of its servicing obligations and which are "unanticipated expenses" of
the REMIC, as defined in the REMIC Provisions, including, but not limited to,
the cost of (i) the preservation, restoration and protection of the Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
(iii) the management and liquidation of the Mortgaged Property if the Mortgaged
Property is acquired in satisfaction of the Mortgage, (iv) taxes and assessments
on the Mortgaged Properties subject to the Mortgage Loans and (v) compliance
with the obligations under Section 5.21.
SERVICING FEE: The amount of the monthly fee paid for the
servicing of the Mortgage Loans, equal to, as of any Remittance Date, the total
of, with respect to each Mortgage Loan (other than a Mortgage Loan having a
Mortgage Rate of less than 7.500% per annum), one-twelfth of 0.25% per annum of
the Principal Balance thereof as of the Determination Date in the preceding
month, subject to adjustment as provided in Section 6.05. The Servicing Fee with
respect to each Mortgage Loan having a Mortgage Rate of less than 7.500% per
annum is equal to one-twelfth of 0.20% per annum of the Principal Balance
thereof as of the Determination Date in the preceding month, subject to
adjustment as provided in Section 6.05. The Servicing Fee shall be payable only
at the time of and with respect to those Mortgage Loans for which payment is in
fact made of the entire amount of the Monthly Payments that shall have come due
and only at the time such Monthly Payment shall be made. The right to receive
the Servicing Fee is limited to, and the Servicing Fee is payable solely from,
the interest portion of such Monthly Payments collected by the Master Servicer,
or as otherwise provided under Section 5.09 or 5.23.
SERVICING OFFICER: Any officer of the Master Servicer or any
Sub-servicer involved in, or responsible for, the administration and servicing
of the Mortgage Loans whose name appears on a written certificate listing
servicing officers furnished to the Trustee by the Master Servicer on or prior
to the Closing Date, and signed on behalf of the Master Servicer or any
Sub-servicer by its President, any Vice President or its Treasurer, as such
certificate may from time to time be amended.
SHORTFALL: With respect to any Remittance Date, the amount
equal to the excess, if any, of the Non-PO Class A Distribution Amount over the
amount actually distributed to Non-PO Class A Certificateholders on such
Remittance Date.
SINGLE CERTIFICATE: A Certificate of any Class that evidences
the smallest permissible original denomination for such Class of Certificates as
specified in Section 4.01(d).
32
<PAGE> 39
STANDARD HAZARD POLICY: Each standard hazard insurance policy
or replacement therefor referred to in Section 5.16.
SUBORDINATED CERTIFICATES: The Class M and Class B
Certificates, referred to collectively.
SUBORDINATED PRINCIPAL DISTRIBUTION AMOUNT: With respect to
any Remittance Date, an amount equal to the portion of the Available
Distribution Amount relating to payments of principal of the Mortgage Loans
remaining after all distributions of principal and interest to the Class A
Certificateholders (but without giving effect to any amounts in respect of the
Class IA-P Deferred Amount and Class IIA-P Deferred Amount with respect to such
Remittance Date which may be distributable pursuant to Section 6.0(b)(I)(ii)(C)
or Section 6.01(b)(II)(ii)(C)) pursuant to Section 6.01(b) with respect to such
Remittance Date have been made.
SUB-SERVICER: Any Person with whom the Master Servicer enters
into a Sub-Servicing Agreement.
SUB-SERVICING AGREEMENT: Any agreement between the Master
Servicer and any Sub-Servicer, relating to servicing or administration of
certain Mortgage Loans as provided in Section 5.02, in such form as has been
approved by the Master Servicer and the Company.
SUBSIDIARY REGULAR INTEREST: There shall be five Subsidiary
Regular Interests. The first subsidiary regular interest (the "First Subsidiary
Regular Interest") shall have the same characteristics as the Class IA-1, Class
IA-2 and Class IA-3 Certificates, and shall have the right to receive
distributions from Mortgage Pool in the amounts necessary to make all required
distributions with respect to such Certificates. The second subsidiary regular
interest (the "Second Subsidiary Regular Interest") shall have the same
characteristics as the Class IA-4, Class IIA-1, Class M, Class B-1, Class B-2,
Class B-3, Class B-4 and Class B-5 Certificates, and shall have the right to
receive distributions from the Mortgage Pool in the amounts necessary to make
all required distributions with respect to the Class IA-4, Class IIA-1, Class M,
Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates. The third
subsidiary regular interest (the "Third Subsidiary Regular Interest") shall have
the same characteristics as the Class IA-P Certificates, and shall have the
right to receive distributions from the Mortgage Pool in the amounts necessary
to make all required distributions with respect to the Class IA-P Certificates.
The fourth subsidiary regular interest (the "Fourth Subsidiary Regular
Interest") shall have the same characteristics as the Class IIA-P Certificates,
and shall have the right to receive distributions from the Mortgage Pool in the
amounts necessary to make all required distributions with respect to the Class
IIA-P Certificates. The fifth subsidiary regular interest (the "Fifth Subsidiary
Regular Interest") shall have the same characteristics as the Chase Interest,
and shall have the right to receive distributions of Excess Interest from the
Mortgage Loans.
SUBSIDIARY REMIC: The pool of assets consisting of the Trust
Fund.
33
<PAGE> 40
SUBSIDIARY RESIDUAL INTEREST: The interest in the Subsidiary
REMIC consisting of Excess Proceeds and Substitute Excess Interest, and with
respect to each Mortgage Loan, any amounts payable or received with respect to
such Mortgage Loan after payment in full of the Subsidiary Regular Interests.
SUBSTITUTE EXCESS INTEREST: As defined in Section 3.05.
TRUST FUND: The corpus of the trust created by this Agreement
consisting of (i) the Mortgage Loans, (ii) such assets as shall from time to
time be identified as deposited in the Certificate Account, (iii) property which
secured a Mortgage Loan and which has been acquired by foreclosure or deed in
lieu of foreclosure, (iv) Standard Hazard Policies and any other insurance
policies, and the proceeds thereof, (v) certain rights of the Company under the
Sale Agreement, as more particularly set forth in the last paragraph of Section
2.01 and as described in Sections 2.02 or 3.01 hereof and (vi) any proceeds of
any of the foregoing.
TRUSTEE: Citibank, N.A., a national banking association
organized under the laws of the United States, and its successors and any
corporation resulting from or surviving any consolidation or merger to which it
or its successors may be a party, and any successor trustee at the time serving
as successor trustee hereunder, appointed as herein provided.
U.S. PERSON: A "United States Person" as defined in Section
7701(a)(30) of the Code.
[End of Article I]
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; TRUST FUND
Section 2.01. Conveyance of Mortgage Loans. The Company,
concurrently with the execution and delivery hereof, does hereby sell, transfer,
assign, set over and convey to the Trustee without recourse all the right, title
and interest of the Company in and to the Mortgage Loans, including all interest
and principal received on or with respect to the Mortgage Loans on or after the
Cut-off Date (other than Monthly Payments due on the Mortgage Loans on or before
the Cut-off Date).
In connection with such assignment, the Company does hereby
deliver to, and deposit with, the Trustee the following documents or instruments
with respect to each Mortgage Loan so assigned:
(i) With respect to each Mortgage Loan which is not a Co-op Loan:
34
<PAGE> 41
(A)(I) Original Mortgage Note (or a lost note affidavit
(including a copy of the original Mortgage Note)) or (II) original
Consolidation, Extension and Modification Agreement (or a lost note
affidavit (including a copy of the original Consolidation, Extension
and Modification Agreement), in either case endorsed (by facsimile if
so authorized by the Company), "Pay to the order of Citibank, N.A., as
trustee, under that certain Pooling and Servicing Agreement dated as of
August 1, 1996 for Multi-Class Mortgage Pass-Through Certificates,
Series 1996-2 (MorServ, Inc.) without recourse" and signed in the name
of the Mortgage Loan Seller by an authorized person and showing a
complete chain of endorsement from the originator to the Mortgage Loan
Seller.
(B) Original (or a court-certified copy of the original)
recorded Mortgage with evidence of recording thereon, or if such
original has been delivered to the appropriate public recording office,
a certified copy thereof certified true and complete by the Mortgage
Loan Seller, with the original thereof with evidence of recording
thereon to be delivered by the Company within 270 days of the Closing
Date.
(C) Original Assignment of Mortgage (or copy thereof) by the
Mortgage Loan Seller or its agent in recordable form to "Citibank,
N.A., as trustee." Subject to the foregoing, such assignments may, if
permitted by law, be by blanket assignments for Mortgage Loans covering
Mortgaged Properties situated within the same county. If the Assignment
of Mortgage is in blanket form, a copy of the Assignment of Mortgage
shall be included in the related individual Mortgage File.
(D) Original (or a court-certified copy of the original)
recorded Assignments of Mortgage (or copies thereof) showing a complete
chain of assignment from the originator of the related Mortgage Loan to
the Mortgage Loan Seller, and, if copies are delivered, with the
original thereof with evidence of recording thereon to be delivered by
the Company within 270 days of the Closing Date.
(E) Originals (or lost note affidavit, including copies of the
originals) of all assumption, consolidation and modification
agreements, with evidence of recording thereon, to the extent required
by applicable law, relating to the Mortgage or the Mortgage Note, if
any, or, if such original has been delivered to the appropriate public
recording office, a certified copy thereof certified true and complete
by the applicable Mortgage Loan Seller, with the original thereof with
evidence of recording thereon to be delivered by the Company within 270
days of the Closing Date.
(F) The original title policy or, in the event such original
title policy is unavailable, a certified true copy of the related
policy binder or commitment for title certified true and complete by
the title insurance policy company, with the original title policy to
be delivered by the Company within 270 days of the Closing Date.
35
<PAGE> 42
(G) Copy of Primary Insurance Policy, if any.
(ii) With respect to each Co-op Loan:
(A)(I) Original Mortgage Note (or a lost note affidavit
(including a copy of the original Mortgage Note)) or (II) original
Consolidation, Extension and Modification Agreement (or a lost note
affidavit (including a copy of the original Consolidation, Extension
and Modification Agreement)), in either case endorsed (by facsimile if
so authorized by the Company), "Pay to the order of Citibank, N.A. as
trustee, under that certain Pooling and Servicing Agreement dated as of
August 1, 1996 for Multi-Class Mortgage Pass-Through Certificates,
Series 1996-2 (MorServ, Inc.) without recourse" and signed in the name
of the Mortgage Loan Seller by an authorized person and showing a
complete chain of endorsement from the originator to the Mortgage Loan
Seller.
(B) Original Mortgage entered into by the Mortgagor with
respect to such Mortgage Loan.
(C) Copy of Form UCC-1 and any continuation statements with
evidence of filing thereon entered into by the Mortgagor with respect
to such Mortgage Loan.
(D) Form UCC-3 (or copy thereof) by the Mortgage Loan Seller
or its agent assigning the security interest covered by such Form UCC-1
to "Citibank, N.A. as trustee", together with all Forms UCC-3 (or
copies thereof) showing a complete chain of assignment from the
originator of the related Co-op Loan to the Mortgage Loan Seller, with
evidence of recording thereon.
(E) Stock certificate representing the stock allocated to a
dwelling unit in a residential cooperative housing corporation and
pledged with respect to such Co-op Loan with a stock power in blank
attached (each, a "Stock Certificate").
(F) Original proprietary lease.
(G) Original assignment of proprietary lease, to the Trustee,
and all intervening assignments thereof.
(H) Original recognition agreement (or copy thereof) of the
interests of the mortgagee with respect to the Co-op Loan by the
residential cooperative housing corporation, the stock of which was
pledged in respect of such Co-op Loan.
(I) Originals of any assumption, consolidation or modification
agreements relating to any of the items specified in (A) through (D)
above with respect to such Co-op Loan.
36
<PAGE> 43
With respect to the Mortgage Loans listed on Schedule I, the
documents specified in (i)(A) and (i)(B) above may be contained in a single
instrument. If in connection with any Mortgage Loan the Company cannot deliver
the Mortgage, Assignments of Mortgage or assumption, consolidation or
modification, as the case may be, with evidence of recording thereon
concurrently with the execution and delivery of this Agreement, or within the
270 days permitted in (i)(B), (i)(D) and (i)(E) above, solely because of a delay
caused by the public recording office where such Mortgage, Assignments of
Mortgage or assumption, consolidation or modification, as the case may be, has
been delivered for recordation, the Company shall deliver or cause to be
delivered to the Trustee written notice stating that such Mortgage, Assignments
of Mortgage or assumption, consolidation or modification, as the case may be,
has been delivered to the appropriate public recording office for recordation.
Thereafter, the Master Servicer shall cause to be delivered to the Trustee such
Mortgage, Assignments of Mortgage or assumption, consolidation or modification,
as the case may be, with evidence of recording indicated thereon upon receipt
thereof from the public recording office. In any event, the Master Servicer
shall use all reasonable efforts to cause each original Mortgage, Assignments of
Mortgage or assumption, consolidation or modification, as the case may be, with
evidence of recording thereon to be delivered to the Trustee within 300 days of
the Closing Date.
With respect to any Mortgage Loans which are not Co-op Loans,
the Master Servicer shall cause to be recorded in the appropriate public
recording office for real property records each Assignment of Mortgage referred
to in this Section 2.01 as soon as practicable. With respect to Co-op Loans, the
Master Servicer shall cause to be recorded in the appropriate recording office
the Form UCC-3 referred to in this Section 2.01 as soon as practicable. While
each Assignment of Mortgage or Form UCC-3 to be recorded is being recorded, the
Master Servicer shall deliver to the Trustee a photocopy of such document. If
any such Assignment of Mortgage or Form UCC-3 is returned unrecorded to the
Master Servicer because of any defect therein, the Master Servicer shall cause
such defect to be cured and such document to be recorded in accordance with this
paragraph. The Master Servicer shall deliver or cause to be delivered each
original recorded Assignment of Mortgage and intermediate assignment or Form
UCC-3 to the Trustee within 270 days of the Closing Date or shall deliver to the
Trustee on or before such date an Officer's Certificate stating that such
document has been delivered to the appropriate public recording office for
recordation, but has not been returned solely because of a delay caused by such
recording office. In any event, the Master Servicer shall use all reasonable
efforts to cause each such document with evidence of recording thereon to be
delivered to the Trustee within 300 days of the Closing Date.
The ownership of each Mortgage Note, the Mortgage and the
contents of the related Mortgage File is vested in the Trustee. Neither the
Company nor the Master Servicer shall take any action inconsistent with such
ownership and shall not claim any ownership interest therein. The Company and
the Master Servicer shall respond to any third party inquiries with respect to
ownership of the Mortgage Loans by stating that such ownership is held by the
Trustee on behalf of the Certificateholders. Mortgage documents relating to the
Mortgage Loans not delivered to the Trustee are and shall be held in trust by
the Master Servicer or any Sub-Servicer, for the benefit of the Trustee as the
owner thereof, and the Master Servicer's or such
37
<PAGE> 44
Sub-Servicer's possession of the contents of each Mortgage File so retained is
for the sole purpose of servicing the related Mortgage Loan, and such retention
and possession by the Master Servicer or such Sub-Servicer is in a custodial
capacity only. The Company agrees to take no action inconsistent with the
Trustee's ownership of the Mortgage Loans, to promptly indicate to all inquiring
parties that the Mortgage Loans have been sold and to claim no ownership
interest in the Mortgage Loans. Each Mortgage File and the mortgage documents
relating to the Mortgage Loans contain proprietary business information of the
Mortgage Loan Seller and its customers. The Trustee and the Company agree that
they will not use such information for business purposes without the express
written consent of the Mortgage Loan Seller and that all such information shall
be kept strictly confidential.
It is the intention of this Agreement that the conveyance of
the Company's right, title and interest in and to the Trust Fund pursuant to
this Agreement shall constitute a purchase and sale and not a loan. If a
conveyance of Mortgage Loans from the Mortgage Loan Seller to the Company is
characterized as a pledge and not a sale, then the Company shall be deemed to
have transferred to the Trustee all of the Company's right, title and interest
in, to and under the obligations of the Mortgage Loan Seller deemed to be
secured by said pledge; and it is the intention of this Agreement that the
Company shall also be deemed to have granted to the Trustee a first priority
security interest in all of the Company's right, title, and interest in, to and
under the obligations of the Mortgage Loan Seller to the Company deemed to be
secured by said pledge and that the Trustee shall be deemed to be an independent
custodian for purposes of perfection of the security interest granted to the
Company. If the conveyance of the Mortgage Loans from the Company to the Trustee
is characterized as a pledge, it is the intention of this Agreement that this
Agreement shall constitute a security agreement under applicable law, and that
the Company shall be deemed to have granted to the Trustee a first priority
security interest in all of the Company's right, title and interest in, to and
under the Mortgage Loans, all payments of principal of or interest on such
Mortgage Loans, all other rights relating to and payments made in respect of the
Trust Fund, and all proceeds of any thereof. If the trust created by this
Agreement terminates prior to the satisfaction of the claims of any Person in
any Certificates, the security interest created hereby shall continue in full
force and effect and the Trustee shall be deemed to be the collateral agent for
the benefit of such Person.
In addition to the conveyance made in the first paragraph of
this Section 2.01, the Company does hereby convey, assign and set over to the
Trustee all of its right, title and interest in that portion of the Trust Fund
described in items (ii), (iii), (iv) and (vi) of the definition thereof and
further assigns to the Trustee for the benefit of the Certificateholders those
representations and warranties of the Mortgage Loan Seller contained in the Sale
Agreement and described in Section 3.01 hereof and the benefit of the repurchase
obligations of the Mortgage Loan Seller described in Sections 2.02 and 3.01
hereof and the obligations of the Mortgage Loan Seller contained in the Sale
Agreement to take, at the request of the Company or the Trustee, all action on
its part which is reasonably necessary to ensure the enforceability of a
Mortgage Loan.
Section 2.02. Acceptance by Trustee. Except as set forth in
the Exception Report delivered contemporaneously herewith (the "Exception
Report"), the Trustee acknowledges
38
<PAGE> 45
receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage
File (but does not acknowledge receipt of all documents required to be included
in such Mortgage File) with respect to each Mortgage Loan and declares that it
holds and will hold such documents and any other documents constituting a part
of the Mortgage Files delivered to it in trust for the use and benefit of all
present and future Certificateholders. The Company will cause the Mortgage Loan
Seller to repurchase the Mortgage Loans sold by it to the Company to which an
exception was taken in the Exception Report unless such exception is cured to
the satisfaction of the Trustee within ten Business Days of the Closing Date (or
such other period as is agreed by the Company and the Trustee but not more than
60 days from the Closing Date).
The Trustee agrees, for the benefit of Certificateholders, to
review each Mortgage File delivered to it within 270 days after the Closing Date
to ascertain that all documents required by Section 2.01 have been executed and
received, and that such documents relate to the Mortgage Loans identified in
Exhibit A that have been conveyed to it. If the Trustee finds any document or
documents constituting a part of a Mortgage File to be missing or defective
(that is, mutilated, damaged, defaced or unexecuted) in any material respect,
the Trustee shall promptly (and in any event within no more than five Business
Days) after such finding so notify the Master Servicer, the Mortgage Loan Seller
and the Company. In addition, the Trustee shall also notify the Master Servicer,
the Company and the Mortgage Loan Seller, if (a) in examining the Mortgage
Files, the documentation shows on its face (i) any adverse claim, lien or
encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored,
(iii) any evidence on the face of any Mortgage Note or Mortgage of any security
interest or other right or interest therein, or (iv) any defense against or
claim to the Mortgage Note by any party or (b) the original Mortgage with
evidence of recording thereon with respect to a Mortgage Loan is not received
within 270 days of the Closing Date. The Trustee shall request that the Mortgage
Loan Seller correct or cure such omission, defect or other irregularity, or
substitute a Mortgage Loan pursuant to the provisions of Section 3.05, within 60
days from the date the Mortgage Loan Seller was notified of such omission or
defect and, if the Mortgage Loan Seller does not correct or cure such omission
or defect within such period, that the Mortgage Loan Seller purchase such
Mortgage Loan from the Trustee within 90 days from the date the Trustee notified
the Mortgage Loan Seller of such omission, defect or other irregularity at the
Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan
purchased pursuant to this Section 2.02 shall be paid to the Master Servicer and
deposited by the Master Servicer in the Certificate Account promptly upon
receipt, and, upon receipt by the Trustee of written notification of such
deposit signed by a Servicing Officer, the Trustee shall promptly release to the
Mortgage Loan Seller the related Mortgage File and the Trustee shall execute and
deliver such instruments of transfer or assignment, without recourse, as shall
be necessary to vest in the Mortgage Loan Seller or its designee, as the case
may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have
no further responsibility with regard to such Mortgage Loan. It is understood
and agreed that the obligation of the Mortgage Loan Seller to purchase, cure or
substitute any Mortgage Loan as to which a material defect in or omission of a
constituent document exists shall constitute the sole remedy respecting such
defect or omission available to the Trustee on behalf of Certificateholders. The
Trustee shall be under no duty or obligation to inspect, review and examine such
documents, instruments, certificates or other papers to determine that they are
genuine, enforceable or
39
<PAGE> 46
appropriate to the represented purpose, or that they have actually been
recorded, or that they are other than what they purport to be on their face. The
Trustee shall keep confidential the name of each Mortgagor and shall not solicit
any such Mortgagor for the purpose of refinancing the related Mortgage Loan.
Within 270 days of the Closing Date, the Trustee shall deliver
to the Company and the Master Servicer the Trustee's Certification,
substantially in the form of Exhibit E attached hereto, setting forth the status
of the Mortgage Files as of such date.
Section 2.03. Trust Fund; Authentication of Certificates. The
Trustee acknowledges and accepts the assignment to it of the Trust Fund created
pursuant to this Agreement in trust for the use and benefit of all present and
future Certificateholders. The Trustee acknowledges the assignment to it for the
benefit of the Trust Fund of the Mortgage Loans and has caused to be
authenticated and delivered to or upon the order of the Company, in exchange for
the Mortgage Loans, Certificates duly authenticated by the Trustee in authorized
denominations evidencing ownership of the entire Trust Fund.
Section 2.04. REMIC Election.
(a) The Company hereby instructs and authorizes the Trustee to
make an appropriate election to treat each of the Subsidiary REMIC and the
Master REMIC as a REMIC. This Agreement shall be construed so as to carry out
the intention of the parties that each REMIC Pool be treated as a REMIC at all
times prior to the date on which the Trust Fund is terminated. The Closing Date
is hereby designated as the "startup day" of each REMIC Pool within the meaning
of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning
of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the
Class A Certificates, the Class M Certificates, the Class B Certificates and the
Chase Interest, and the "residual interest" (within the meaning of Section
860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual
Interest, and all such interests shall be designated as such on the startup day.
The "regular interests" (within the meaning of Section 860G(a)(1) of the Code)
in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and
the "residual interest" (within the meaning of Section 860G(a)(2) of the Code)
in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and
all such interests shall be designated as such on the startup day. The regular
interests in the Subsidiary REMIC shall be held by the Master REMIC at all times
and shall not be transferable under any circumstances.
(b) All payments with respect to the Class IA-1, Class IA-2
and Class IA-3 Certificates shall be considered to have been made solely from
the First Subsidiary Regular Interest. All payments with respect to the Class
IA-4, Class IIA-1, Class M, Class B-1, Class B- 2, Class B-3, Class B-4 and
Class B-5 Certificates shall be considered to have been made solely from the
Second Subsidiary Regular Interest. All payments with respect to the Class IA-P
Certificates shall be considered to have been made solely from the Third
Subsidiary Regular Interest. All payments with respect to the Class IIA-P
Certificates shall be considered to have been made solely from the Fourth
Subsidiary Regular Interest. All payments with respect to the
40
<PAGE> 47
Chase Interest shall be considered to have been made solely from the Fifth
Subsidiary Regular Interest.
The principal amount of the regular interests in the Master REMIC is
equal to the sum of the Original Class A Principal Balance, the Original Class M
Principal Balance and the Original Class B Principal Balance. The original
principal balance of the First Subsidiary Regular Interest is equal to the
aggregate principal balances of the Class IA-1, Class IA-2 and Class IA-3
Certificates. The original principal balance of the Second Subsidiary Regular
Interest is equal to the principal balance of the Class IA-4, Class IIA-1, Class
M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates. The
original principal balance of the Third Subsidiary Regular Interest is equal to
the principal balance of the Class IA-P Certificates. The original principal
balance of the Fourth Subsidiary Regular Interest is equal to the principal
balance of the Class IIA-P Certificates. The original balance of the Fifth
Subsidiary Regular Interest is zero.
The interest rate on the First Subsidiary Regular Interest and the
Second Subsidiary Regular Interest is 7.250%. The interest rate on the Third
Subsidiary Regular Interest and the Fourth Subsidiary Regular Interest is
0.000%. The interest rate on the Fifth Subsidiary Interest is equal to the
aggregate of the Net Mortgage Rates borne by the Mortgage Loans over 7.250%.
(c) The assets of the Subsidiary REMIC shall consist of the
pool of assets consisting of the Trust Fund. The assets of the Master REMIC
shall consist of the pool of assets consisting of the Subsidiary Regular
Interests and all payments or principal or interest on or with respect to the
Subsidiary Regular Interests after the Cut-off Date.
(d) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the "latest possible maturity date" of any regular
interest in either REMIC Pool is December 25, 2025, which is the Remittance Date
immediately following the latest scheduled maturity of any Mortgage Loan.
[End of Article II]
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
THE MASTER SERVICER; REPURCHASE OF MORTGAGE LOANS
Section 3.01. Representations and Warranties of the Company
with respect to the Mortgage Loans. The Company hereby represents and warrants
to the Trustee that on the Closing Date it has entered into the Sale Agreement
with respect to the Mortgage Loans with Chase as Mortgage Loan Seller, that the
Mortgage Loan Seller has made the following representations and warranties in
such Sale Agreement as of the Closing Date, which representations and warranties
run to and are for the benefit of the Company and the Trustee, and as to which
the Company has assigned to the Trustee, pursuant to Section 2.01 hereof, the
right
41
<PAGE> 48
to cause the Mortgage Loan Seller to repurchase a Mortgage Loan as to which
there has occurred an uncured breach of representations and warranties in
accordance with the provisions of the Sale Agreement. References in this Section
to percentages of Mortgage Loans refer in each case to the percentage of the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date, based
on the outstanding balances of the Mortgage Loans as of the Cut-off Date, and
giving effect to scheduled Monthly Payments due on or prior to the Cut-off Date,
whether or not received. References to percentages of Mortgaged Properties
refer, in each case, to the percentages of expected aggregate principal balances
of the related Mortgage Loans (determined as described in the preceding
sentence).
(a) With respect to the Mortgage Loan Seller:
(i) The Mortgage Loan Seller is a banking corporation
validly existing and in good standing under the laws of the
State of New York;
(ii) The Mortgage Loan Seller has the full power and
authority to hold each Mortgage Loan, to sell each Mortgage
Loan and to execute, deliver and perform, and to enter into
and consummate all transactions contemplated by the Sale
Agreement and to conduct its business as presently conducted,
has duly authorized the execution, delivery and performance of
the Sale Agreement, has duly executed and delivered the Sale
Agreement, and the Sale Agreement and each Assignment of
Mortgage to the Company constitutes a legal, valid and binding
obligation of the Mortgage Loan Seller, enforceable against it
in accordance with its terms;
(iii) None of the execution and delivery of the Sale
Agreement, the acquisition of the Mortgage Loans by the
Mortgage Loan Seller, the sale of the Mortgage Loans to the
Company, the consummation of the transactions contemplated
thereby or the fulfillment of or compliance with the terms and
conditions of the Sale Agreement will conflict with any of the
terms, conditions or provisions of the Mortgage Loan Seller's
charter or by-laws 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 Mortgage Loan Seller 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 Mortgage Loan Seller or its property is
subject;
(iv) Each Mortgage Note, each Mortgage, each
Assignment of Mortgage and any other documents required
pursuant to the Sale Agreement to be delivered to the Company
or its assignee for each Mortgage Loan have been, on or before
the Closing Date, delivered to the Company or its assignee,
except for such documents as are noted in the Exception
Report;
42
<PAGE> 49
(v) There is no litigation pending or threatened with
respect to the Mortgage Loan Seller which is reasonably likely
to have a material adverse effect on the sale of the Mortgage
Loans or which is reasonably likely to have a material adverse
effect on the financial condition of the Mortgage Loan Seller;
(vi) No consent, approval, authorization or order of
any court or governmental agency or body is required for the
execution, delivery and performance by the Mortgage Loan
Seller of or compliance by the Mortgage Loan Seller with the
Sale Agreement, the sale of the Mortgage Loans or the
consummation of the transactions contemplated by the Sale
Agreement except for consents, approvals, authorizations and
orders which have been obtained;
(vii) The consummation of the transactions
contemplated by the Sale Agreement is in the ordinary course
of business of the Mortgage Loan Seller, and the transfer,
assignment and conveyance of the Mortgage Notes and the
Mortgages by the Mortgage Loan Seller pursuant to the Sale
Agreement are not subject to bulk transfer or any similar
statutory provisions in effect in any applicable jurisdiction;
(viii) The origination and collection practices used
by the Mortgage Loan Seller 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 Mortgage Loan Seller collects, all such payments are in
the possession of, or under the control of, the Mortgage Loan
Seller, 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;
and
(ix) The Mortgage Loan Seller will treat the sale of
the Mortgage Loans to the Company as a sale for reporting and
accounting purposes and, to the extent appropriate, for
federal income tax purposes.
(b) With respect to each Mortgage Loan:
(i) With respect to a Mortgage Loan which is not a
Co-op Loan, the Mortgage creates a first lien or a first
priority ownership interest in an estate in fee simple in real
property securing the related Mortgage Note. With respect to a
Coop Loan, the Mortgage creates a first perfected security
interest in the stock in the residential cooperative housing
corporation and the Co-op Lease which were pledged to secure
such Co-op Loan. The information set forth in the Mortgage
Loan Schedule is true and correct in all material respects;
43
<PAGE> 50
(ii) All payments due prior to the Cut-off Date for
such Mortgage Loan have been made as of the Closing Date, the
Mortgage Loan is not delinquent in payment more than 30 days
and has not been dishonored; there are no material defaults
under the terms of the Mortgage Loan; and the Mortgage Loan
Seller has not advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other
than the owner of the Mortgaged Property subject to the
Mortgage, directly or indirectly, for the payment of any
amount required by the Mortgage Loan; and there has been no
more than one delinquency in excess of 30 days in any payment
by the Mortgagor thereunder during the preceding twelve-month
period;
(iii) To the best of the Mortgage Loan Seller's
knowledge, there are no delinquent taxes which are due and
payable or other outstanding charges affecting the related
Mortgaged Property which would permit a taxing authority to
initiate foreclosure proceedings against the Mortgaged
Property;
(iv) The terms of the Mortgage Note and the Mortgage
have not been impaired, waived, altered or modified in any
respect, except by written instruments. No Mortgagor has been
released, in whole or in part, from the terms thereof except
in connection with an assumption agreement and which
assumption agreement is part of the Mortgage File and the
terms of which are reflected in the Mortgage Loan Schedule;
(v) The Mortgage Note and the Mortgage are not
subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, nor will the
operation of any of the terms of the Mortgage Note and the
Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or the Mortgage unenforceable, in whole or in
part, or subject to any right of rescission, set-off,
counterclaim or defense, including the defense of usury and,
no such right of rescission, set-off, counterclaim or defense
has been asserted with respect thereto;
(vi) All buildings upon the Mortgaged Property are
insured by a generally acceptable insurer pursuant to Standard
Hazard Policies conforming to the requirements of Section 5.16
hereof. To the best of the Mortgage Loan Seller's knowledge,
all such Standard Hazard Policies are in effect and on the
date of origination contained a standard mortgagee clause
naming the Mortgage Loan Seller and its successors in interest
as loss payee and such clause is still in effect and all
premiums due thereon have been paid. If the Mortgaged Property
is located in an area identified by the Federal Emergency
Management Agency as having special flood hazards under the
National Flood Insurance Act of 1968, as amended, as of the
date of origination, such Mortgaged Property was covered by
flood insurance in an amount not less than that set forth in
Section 5.16. The Mortgage obligates the Mortgagor thereunder
to maintain all such insurance at the Mortgagor's cost and
expense, and on the Mortgagor's failure to do so, authorizes
44
<PAGE> 51
the holder of the Mortgage to maintain such insurance at the
Mortgagor's cost and expense and to seek reimbursement
therefor from the Mortgagor;
(vii) To the best of the Mortgage Loan Seller's
knowledge, any and all requirements of any federal, state or
local law including, without limitation, usury,
truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws
applicable to the Mortgage Loan have been complied with in all
material respects;
(viii) The Mortgage has not been satisfied as of the
Cut-off Date, canceled or subordinated, in whole, or
rescinded, and the Mortgaged Property has not been released
from the lien of the Mortgage, in whole or in part nor has any
instrument been executed that would effect any such release,
cancellation, subordination or rescission;
(ix) With respect to a Mortgage Loan which is not a
Co-op Loan, the Mortgage is a valid, subsisting and
enforceable first lien on the Mortgaged Property, including
all buildings on the Mortgaged Property and all installations
and mechanical, electrical, plumbing, heating and air
conditioning systems affixed to such buildings, and all
additions, alterations and replacements made at any time with
respect to the foregoing securing the Mortgage Note's original
principal balance. The Mortgage and the Mortgage Note do not
contain any evidence of any security interest or other
interest or right thereto. Such lien is free and clear of all
adverse claims, liens and encumbrances having priority over
the first lien of the Mortgage subject only to (1) the lien of
non-delinquent current real property taxes and assessments not
yet due and payable, (2) covenants, conditions and
restrictions, rights of way, easements and other matters of
the public record as of the date of recording which are
acceptable to mortgage lending institutions generally and
either (A) which are referred to or otherwise considered in
the appraisal made for the originator of the Mortgage Loan, or
(B) which do not adversely affect the appraised value of the
Mortgaged Property as set forth in such appraisal, and (3)
other matters to which like properties are commonly subject
which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged
Property. Any security agreement, chattel mortgage or
equivalent document related to and delivered in connection
with the Mortgage Loan establishes and creates a valid,
subsisting and enforceable first lien and first priority
security interest on the property described therein;
(x) The Mortgage Note and the related Mortgage are
original and genuine and each is the legal, valid and binding
obligation of the maker thereof, enforceable in all respects
in accordance with its terms subject to bankruptcy, insolvency
and other laws of general application affecting the rights of
creditors and the Mortgage Loan Seller has taken all action
necessary to transfer such rights
45
<PAGE> 52
of enforceability to the Company or the Trustee. All parties
to the Mortgage Note and the Mortgage had the legal capacity
to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage. The Mortgage Note and the
Mortgage have been duly and properly executed by such parties.
The proceeds of the Mortgage Loan have been fully disbursed
and there is no requirement for future advances thereunder,
and any and all requirements as to completion of any on-site
or off-site improvements and as to disbursements of any escrow
funds therefor have been complied with;
(xi) Immediately prior to the transfer and assignment
to the Company, the Mortgage Note and the Mortgage were not
subject to an assignment or pledge, and the Mortgage Loan
Seller had good and marketable title to and was the sole owner
thereof and had full right to transfer and sell the Mortgage
Loan to the Company free and clear of any encumbrance, equity,
lien, pledge, charge, claim or security interest;
(xii) With respect to a Mortgage Loan which is not a
Co-op Loan, the Mortgage Loan is covered by an ALTA lender's
title insurance policy or other generally acceptable form of
policy or insurance, issued by a title insurer qualified to do
business in the jurisdiction where the Mortgaged Property is
located, insuring (subject to the exceptions contained in
(x)(1), (2) and (3) above) the Mortgage Loan Seller, its
successors and assigns, as to the first priority lien of the
Mortgage in the original principal amount of the Mortgage
Loan. The Mortgage Loan Seller is the sole insured of such
lender's title insurance policy, such title insurance policy
has been duly and validly endorsed to the Trustee or the
assignment to the Trustee of the Mortgage Loan Seller's
interest therein does not require the consent of or
notification to the insurer and such lender's title insurance
policy is in full force and effect and will be in full force
and effect upon the consummation of the transactions
contemplated by this Agreement. No claims have been made under
such lender's title insurance policy, and no prior holder of
the related Mortgage has done, by act or omission, anything
which would impair the coverage of such lender's title
insurance policy;
(xiii) To the best of the Mortgage Loan Seller's
knowledge, there is no default, breach, violation or event of
acceleration existing under the Mortgage or the related
Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event
permitting acceleration; and neither the Mortgage Loan Seller
nor any prior mortgagee has waived any default, breach,
violation or event permitting acceleration;
(xiv) There are no mechanics' or similar liens or
claims which have been filed for work, labor or material
affecting the related Mortgaged Property which are or may be
liens prior to or equal to the lien of the related Mortgage;
46
<PAGE> 53
(xv) With respect to a Mortgage Loan which is not a
Co-op Loan, all improvements subject to the Mortgage lie
wholly within the boundaries and building restriction lines of
the Mortgaged Property (and wholly within the project with
respect to a condominium unit) and no improvements on
adjoining properties encroach upon the Mortgaged Property
except those which are insured against by the title insurance
policy referred to in clause (xiii) above and all improvements
on the property comply with all applicable zoning and
subdivision laws and ordinances;
(xvi) The Mortgage Loan complied in all material
respects with all the terms, conditions and requirements of
the Mortgage Loan Seller's underwriting standards in effect at
the time of origination of such Mortgage Loan. The Mortgage
Notes and Mortgages are on forms generally acceptable in the
industry. The Mortgage Loan bears interest at a fixed rate as
set forth in the Mortgage Loan Schedule, and Monthly Payments
under the Mortgage Note are due and payable on the first day
of each month. The Mortgage contains the usual and enforceable
provisions of the Mortgage Loan Seller at the time of
origination for the acceleration of the payment of the unpaid
principal amount of the Mortgage Loan if the related Mortgaged
Property is sold without the prior consent of the mortgagee
thereunder;
(xvii) The Mortgaged Property at origination of the
Mortgage Loan was, and to the best of the Mortgage Loan
Seller's knowledge currently is, free of material damage and
waste and at origination of the Mortgage Loan there was, and
there currently is, no proceeding pending for the total or
partial condemnation thereof;
(xviii) The related Mortgage contains enforceable
provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the
Mortgaged Property of the benefits of the security provided
thereby, including, (1) in the case of a Mortgage designated
as a deed of trust, by trustee's sale, and (2) otherwise by
judicial foreclosure. There is no homestead or other exemption
available to the Mortgagor which would interfere with the
right to sell the Mortgaged Property at a trustee's sale or
the right to foreclose the Mortgage;
(xix) If the Mortgage constitutes a deed of trust, a
trustee, duly qualified if required under applicable law to
act as such, has been properly designated and currently so
serves and is named in the Mortgage, and no fees or expenses
are or will become payable by the Trustee to the trustee under
the deed of trust, except in connection with a trustee's sale
or attempted sale after default by the Mortgagor;
(xx) The Mortgage File contains an appraisal of the
related Mortgaged Property signed by a qualified appraiser,
approved by the Mortgage Loan Seller, who had no interest,
direct or indirect, in the Mortgaged Property or in any loan
47
<PAGE> 54
made on the security thereof, and whose compensation is not
affected by the approval or disapproval of the Mortgage Loan.
The appraisal is in a form generally acceptable in the
industry;
(xxi) All parties which have had any interest in the
Mortgage, whether as mortgagee, assignee, pledgee or
otherwise, are (or, during the period in which they held and
disposed of such interest, were) (A) in substantial compliance
with any and all applicable licensing requirements of the laws
of the state wherein the Mortgaged Property is located, and
(B) (1) organized under the laws of such state, or (2)
qualified to do business in such state, or (3) federal savings
and loan associations or national banks or a Federal Home Loan
Bank having principal offices in such state, or (4) not doing
business in such state;
(xxii) The related Mortgage Note is not and has not
been secured by any collateral except the lien of the
corresponding Mortgage and the security interest of any
applicable security agreement or chattel mortgage referred to
above and such collateral does not serve as security for any
other obligation;
(xxiii) The Mortgage Loan does not contain "buydown"
or "graduated payment" features that are currently in effect;
(xxiv) To the best of the Mortgage Loan Seller's
knowledge, the Mortgagor is not insolvent or in bankruptcy and
the Mortgage Loan Seller has no knowledge of any circumstances
or condition with respect to the Mortgage, the Mortgaged
Property, the Mortgagor or the Mortgagor's credit standing
that could reasonably be expected to cause investors to regard
the Mortgage Loan as an unacceptable investment, cause the
Mortgage Loan to become delinquent, or materially adversely
affect the value or marketability of the Mortgage Loan; and
(xxv) With respect to a Mortgage Loan that is a Co-op
Loan, the stock that is pledged as security for the Mortgage
Loan is held by a person as a tenant-stockholder (as defined
in Section 216 of the Code) in a cooperative housing
corporation (as defined in Section 216 of the Code).
(c) With respect to the Mortgage Loans:
(i) The Mortgage Loans in Mortgage Group One were
originated between January, 1991 and October, 1995. All of the
Mortgage Loans had original terms to stated maturity of
approximately 30 years or less. The Mortgage Loans in Mortgage
Group One had remaining terms to stated maturity calculated as
of the Cut-off Date of between 200 months and 351 months and a
weighted average term to stated maturity of approximately 320
months;
48
<PAGE> 55
(ii) Approximately 41.28% of the Mortgaged Properties
related to Mortgage Loans in Mortgage Group One related to
Mortgage Loans are located in New York. The remainder are
located in Alabama, Arizona, California, Colorado,
Connecticut, Florida, Georgia, Idaho, Illinois, Indiana,
Kansas, Kentucky, Louisiana, Maryland, Massachusetts,
Michigan, Missouri, North Carolina, New Jersey, Nevada, Ohio,
Oklahoma, Pennsylvania, Rhode Island, South Carolina, South
Dakota, Tennessee, Texas, Utah, Virginia, Washington and
Wisconsin. No more than approximately 1.87% of such Mortgaged
Properties are located in any one zip code area;
(iii) The Mortgage Rates borne by the Mortgage Loans
in Mortgage Group One as of the Cut-off Date ranged from
6.750% per annum to 10.00% per annum and the weighted average
Mortgage Rate on the Mortgage Loans in Mortgage Group One as
of the Cut-off Date was approximately 8.204% per annum;
(iv) The original principal balances of the Mortgage
Loans in Mortgage Group One ranged from $207,860 to
$1,300,000. The maximum outstanding principal balance of any
Mortgage Loan in Mortgage Group One as of the Cut-off Date was
approximately $1,251,278 and the average outstanding principal
balance on the Mortgage Loans in Mortgage Group One was
approximately $310,107;
(v) As of the Cut-off Date, approximately 52.20% of
the Mortgage Loans in Mortgage Group One were made to
refinance the related Mortgaged Properties (including
approximately 11.21% "cash-out" refinancing). As of the
Cut-off Date, approximately 47.80% of the Mortgage Loans in
Mortgage Group One were made to purchase the related Mortgaged
Properties. Approximately 83.80% of the Mortgage Loans in
Mortgage Group One measured by aggregate unpaid Principal
Balances are secured by a single family residence;
approximately 8.86% of the Mortgage Loans in Mortgage Group
One (similarly measured) are secured by an individual
condominium unit; approximately 4.81% of the Mortgage Loans in
Mortgage Group One (similarly measured) are secured by a
two-to four-family dwelling unit; approximately 0.20% of the
Mortgage Loans in Mortgage Group One are secured by a unit in
a planned unit development; and no such residence is a mobile
home or manufactured dwelling. Approximately 2.33% of the
Mortgage Loans in Mortgage Group One are Co-op Loans.
(vi) With respect to approximately 29.99% of the
Mortgage Loans in Mortgage Group One, upon origination, the
Loan-to-Value Ratio was less than or equal to 70%; with
respect to approximately 52.90% of the Mortgage Loans in
Mortgage Group One, the Loan-to-Value Ratio was greater than
70% but not greater than 80%; with respect to approximately
2.28% of the Mortgage Loans in Mortgage Group One, the
Loan-to-Value Ratio was greater than 80% but not greater than
85%; with respect to approximately 13.27% of the Mortgage
Loans in
49
<PAGE> 56
Mortgage Group One, the Loan-to-Value Ratio was greater than
85% but not greater than 90%; with respect to approximately
1.56% of the Mortgage Loans in Mortgage Group One, the
Loan-to-Value Ratio was greater than 90% but not greater than
95%; and none of the Mortgage Loans in Mortgage Group One had
a Loan-to-Value Ratio greater than 95%. Approximately 16.96%
of the Mortgage Loans in Mortgage Group One are insured under
Primary Insurance Policies;
(vii) With respect to approximately 96.41% of the
Mortgage Loans in Mortgage Group One, measured by aggregate
unpaid Principal Balance as of the Cut-off Date, at the time
that the Mortgage Loan was made, the related Mortgagor
represented that the Mortgagor would occupy the Mortgaged
Property as Mortgagor's primary residence. With respect to
3.17% and 0.42% of the Mortgage Loans in Mortgage Group One
(similarly measured) at the time that the Mortgage Loan was
made, the related Mortgagor represented that the Mortgaged
Property was a second home or "investor property",
respectively. To the best of the Mortgage Loan Seller's
knowledge, each Mortgaged Property is lawfully occupied under
applicable law;
(viii) The Mortgage Loans in Mortgage Group Two were
originated between March, 1991 and December, 1994. All of the
Mortgage Loans had original terms to stated maturity of
approximately 15 years or less. The Mortgage Loans in Mortgage
Group Two had remaining terms to stated maturity calculated as
of the Cut-off Date of between 81 months and 161 months and a
weighted average term to stated maturity of approximately 140
months;
(ix) Approximately 43.04% of the Mortgaged Properties
related to Mortgage Loans in Mortgage Group Two related to
Mortgage Loans are located in New York. The remainder are
located in Arkansas, Arizona, California, Connecticut,
Delaware, Florida, Illinois, Louisiana, Maryland, Michigan,
Missouri, New Jersey, Nevada, Ohio, Oklahoma, Pennsylvania,
Rhode Island, South Carolina, Texas, Utah and Virginia. No
more than approximately 4.23% of such Mortgaged Properties are
located in any one zip code area;
(x) The Mortgage Rates borne by the Mortgage Loans in
Mortgage Group Two as of the Cut-off Date ranged from 6.625%
per annum to 9.750% per annum and the weighted average
Mortgage Rate on the Mortgage Loans in Mortgage Group Two as
of the Cut-off Date was approximately 7.868% per annum;
(xi) The original principal balances of the Mortgage
Loans in Mortgage Group Two ranged from $210,000 to
$1,100,000. The maximum outstanding principal balance of any
Mortgage Loan in Mortgage Group Two as of the Cut-off Date was
approximately $1,042,047 and the average outstanding principal
balance on the Mortgage Loans in Mortgage Group Two was
approximately $304,513;
50
<PAGE> 57
(xii) As of the Cut-off Date, approximately 74.78% of
the Mortgage Loans in Mortgage Group Two were made to
refinance the related Mortgaged Properties (including
approximately 18.37% "cash-out" refinancing). As of the
Cut-off Date, approximately 25.23% of the Mortgage Loans in
Mortgage Group Two were made to purchase the related Mortgaged
Properties. Approximately 88.47% of the Mortgage Loans in
Mortgage Group Two measured by aggregate unpaid Principal
Balances are secured by a single family residence;
approximately 3.28% of the Mortgage Loans in Mortgage Group
Two (similarly measured) are secured by an individual
condominium unit; approximately 5.07% of the Mortgage Loans in
Mortgage Group Two (similarly measured) are secured by a
two-to four-family dwelling unit; approximately 0.76% of the
Mortgage Loans in Mortgage Group Two are secured by a unit in
a planned unit development; and no such residence is a mobile
home or manufactured dwelling. Approximately 2.41% of the
Mortgage Loans in Mortgage Group Two are Co-op Loans.
(xiii) With respect to approximately 46.62% of the
Mortgage Loans in Mortgage Group Two, upon origination, the
Loan-to-Value Ratio was less than or equal to 70%; with
respect to approximately 52.74% of the Mortgage Loans in
Mortgage Group Two, the Loan-to-Value Ratio was greater than
70% but not greater than 80%; with respect to none of the
Mortgage Loans in Mortgage Group Two, the Loan-to-Value Ratio
was greater than 80% but not greater than 85%; with respect to
approximately 0.64% of the Mortgage Loans in Mortgage Group
Two, the Loan-to-Value Ratio was greater than 85% but not
greater than 90%; and none of the Mortgage Loans in Mortgage
Group Two had a Loan-to-Value Ratio greater than 90%.
Approximately 0.64% of the Mortgage Loans in Mortgage Group
Two are insured under Primary Insurance Policies;
(xiv) With respect to approximately 94.87% of the
Mortgage Loans in Mortgage Group Two, measured by aggregate
unpaid Principal Balance as of the Cut-off Date, at the time
that the Mortgage Loan was made, the related Mortgagor
represented that the Mortgagor would occupy the Mortgaged
Property as Mortgagor's primary residence. With respect to
5.13% of the Mortgage Loans in Mortgage Group Two (similarly
measured) at the time that the Mortgage Loan was made, the
related Mortgagor represented that the Mortgaged Property was
a second home. To the best of the Mortgage Loan Seller's
knowledge, each Mortgaged Property is lawfully occupied under
applicable law;
(xv) All of the Mortgage Loans provide for scheduled
monthly installments due on the first day of each month, with
interest payable in arrears, in an amount sufficient to fully
amortize the original principal balance thereof over its term
to stated maturity;
(xvi) The Mortgage Loans were originated in the
manner described in the Prospectus Supplement dated August 23,
1996.
51
<PAGE> 58
The Sale Agreement provides that the representations and
warranties described in this Section 3.01 shall survive the delivery of the
respective Mortgage Files to the Trustee and shall be continuing as long as any
Certificate shall be outstanding or this Agreement has not been terminated.
Upon discovery by any of the Company, the Master Servicer or
the Trustee of a breach of any of the foregoing representations and warranties,
irrespective of any limitation in such representation or warranty regarding the
knowledge of the Mortgage Loan Seller, which materially and adversely affects
the value of a Mortgage Loan or the interest of the Certificateholders (or which
materially and adversely affects the interests of the Certificateholders in the
related Mortgage Loan in the case of a representation and warranty relating to a
particular Mortgage Loan), the party discovering such breach shall give prompt
written notice to the other parties and to the Mortgage Loan Seller, which
notice shall specify the date of discovery. The Master Servicer shall in any
event notify the Mortgage Loan Seller of such breach, which notice shall also
specify the date of discovery. Pursuant to the Sale Agreement, the Mortgage Loan
Seller shall within 90 days from the earlier of (i) the date specified in the
notice as the date of discovery of such breach or (ii) the date the Mortgage
Loan Seller otherwise discovers such breach, cure such breach, substitute a
Mortgage Loan pursuant to the provisions of Section 3.05 or, if the breach
relates to a particular Mortgage Loan, purchase such Mortgage Loan from the
Trustee at the Purchase Price or, if the breach relates to a representation or
warranty regarding the Mortgage Loans as a whole, repurchase Mortgage Loans
selected by the Company such that the representations and warranties with
respect to the Mortgage Loans are materially correct (without using any
selection procedures to identify Mortgage Loans to remain in the Trust Fund as
being less valuable than the Mortgage Loans to be repurchased, but, in the case
of a repurchase of any obligation pursuant to a breach of a representation or
warranty in Section 3.01(c), using selection procedures to identify loans to be
repurchased that will not give rise to the tax imposed by Section 860F(a)(1) of
the Code either because no net income would be recognized or because, as set
forth in an Opinion of Counsel, which shall not be an expense of the Trust Fund,
delivered by the Mortgage Loan Seller to the Master Servicer, the transaction is
not a "prohibited transaction" within the meaning of Section 860F(a)(2) of the
Code). The Purchase Price for the purchased Mortgage Loan shall be paid to the
Master Servicer and shall be deposited by the Master Servicer in the Certificate
Account promptly upon receipt and, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee shall
promptly release to the Mortgage Loan Seller the related Mortgage File and the
Trustee shall execute and deliver such instruments of transfer or assignment as
may be provided to it by the Master Servicer, without recourse, as shall be
necessary to vest in the Mortgage Loan Seller or its designee, as the case may
be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no
further responsibility with regard to such Mortgage Loan. It is understood and
agreed that the obligation of the Mortgage Loan Seller to cure, substitute or
purchase any Mortgage Loan as to which such a breach has occurred shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders. The Trustee
shall notify each Rating Agency of any repurchase or substitution of a Mortgage
Loan pursuant to this Section 3.01.
52
<PAGE> 59
Section 3.02. [Reserved]
Section 3.03. [Reserved]
Section 3.04. Representations and Warranties of the Master
Servicer. The Master Servicer represents and warrants to, and covenants with,
the Trustee that as of the Closing Date:
(a) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws of the State of
New Jersey and is qualified to transact business in and is in good
standing under the laws of each state in which any Mortgaged Property
is located or is not required under applicable law to effect such
qualification, and in any event the Master Servicer is, or will be, in
compliance with the laws of 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;
(b) The Master Servicer has the full power and authority to
execute, deliver and perform, and to enter into and consummate all
transactions contemplated by this Agreement, has duly authorized the
execution, delivery and performance of this Agreement, has duly
executed and delivered this Agreement, and this Agreement constitutes a
legal, valid and binding obligation of the Master Servicer, enforceable
against it in accordance with its terms;
(c) Neither the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, nor the
fulfillment of or compliance with the terms and conditions of this
Agreement will conflict with or result in a breach of any of the terms,
conditions or provisions of the Master Servicer's charter or by-laws or
any agreement or instrument to which the Master 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 violation of
any law, rule, regulation, order, judgment or decree to which the
Master Servicer or its property is subject;
(d) There is no litigation pending or, to the Master
Servicer's knowledge, threatened, which would materially and adversely
affect the execution, delivery or enforceability of this Agreement, or
the ability of the Master Servicer to service the Mortgage Loans
hereunder in accordance with the terms hereof; and
(e) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery
and performance by the Master Servicer of or compliance by the Master
Servicer with this Agreement or the consummation of the transactions
contemplated by this Agreement.
It is understood and agreed that the representations and
warranties set forth in this Section 3.04 shall survive the issuance and
delivery of the Certificates and shall be continuing as long as any Certificate
shall be outstanding or this Agreement has been terminated.
53
<PAGE> 60
Section 3.05. Option to Substitute. If the Mortgage Loan
Seller is required to repurchase any Mortgage Loan pursuant to Section 2.02 or
3.01, the Mortgage Loan Seller may, at its option, within two years from the
Closing Date (or, in any case to which Section 3.01(c) applies, within three
months from the Closing Date), remove such defective Mortgage Loan from the
terms of this Agreement and substitute another mortgage loan for such defective
Mortgage Loan, in lieu of repurchasing such defective Mortgage Loan. Any
substitute Mortgage Loan shall (a) have a Principal Balance at the time of
substitution not in excess of the Principal Balance of the defective Mortgage
Loan (the amount of any difference, plus one month's interest thereon at the
Mortgage Rate borne by the defective Mortgage Loan, being paid by the Mortgage
Loan Seller and deemed to be a Principal Prepayment to be credited to or
deposited by the Master Servicer in the Certificate Account), (b) have a
Mortgage Rate not less than, and not more than one percentage point greater
than, the Mortgage Rate of the removed Mortgage Loan (provided, however, that if
the Mortgage Rate on the substitute Mortgage Loan exceeds the Mortgage Rate on
the removed Mortgage Loan, the amount of that excess interest (the "Substitute
Excess Interest") shall be payable to the Residual Interest), (c) have a
remaining term to stated maturity not later than, and not more than one year
less than, the remaining term to stated maturity of the removed Mortgage Loan,
(d) be, in the reasonable determination of the Master Servicer, of the same
type, quality and character (including location of the Mortgaged Property) as
the removed Mortgage Loan as if the breach had not occurred, (e) have a
Loan-to-Value Ratio at origination no greater than that of the removed Mortgage
Loan and (f) be, in the reasonable determination of the Master Servicer, in
material compliance with the representations and warranties contained in the
Sale Agreement and described in Section 3.01 as the case may be, as of the date
of substitution.
The Master Servicer shall amend the Mortgage Loan Schedule to
reflect the withdrawal of the removed Mortgage Loan from this Agreement and the
substitution of such substitute Mortgage Loan therefor. The Sale Agreement
provides that upon such amendment the Mortgage Loan Seller shall be deemed to
have made as to such substitute Mortgage Loan the representations and warranties
set forth in Section 3.01 as of the date of such substitution, which shall be
continuing as long as any Certificate shall be outstanding or this Agreement has
not been terminated, and the remedies for breach of any such representation or
warranty shall be as set forth in Section 3.01. Upon such amendment, the Trustee
shall review the Mortgage File delivered to it relating to the substitute
Mortgage Loan, within the time and in the manner and with the remedies specified
in Section 2.02, except that for purposes of this Section 3.05 (other than the
two-year and three-month periods specified in the first sentence of this
Section ), such time shall be measured from the date of the applicable
substitution. In the event of such a substitution, accrued interest on the
substitute Mortgage Loan for the month in which the substitution occurs and any
Principal Prepayments made thereon during such month shall be the property of
the Trust Fund and accrued interest for such month on the Mortgage Loan for
which the substitution is made and any Principal Prepayments made thereon during
such month shall be the property of the Mortgage Loan Seller. The principal
payment on a substitute Mortgage Loan due on the Due Date in the month of
substitution shall be the property of the Mortgage Loan Seller and the principal
payment on the Mortgage Loan for which the substitution is made due on such date
shall be the property of the Trust Fund.
54
<PAGE> 61
[End of Article III]
ARTICLE IV
THE CERTIFICATES
Section 4.01. The Certificates. (a) The Class A, Class M,
Class B and Class R Certificates shall be substantially in the forms thereof
included within Exhibits C and D and shall, on original issue, be executed by
the Company and authenticated by the Trustee upon receipt by the Trustee of the
documents specified in Section 2.01, delivered to or upon the order of the
Company.
(b) The Depository, the Company and the Trustee have entered
into a Depository Agreement dated as of August 27, 1996 (the "Depository
Agreement"). Except as provided in paragraph (c) below, the Book-Entry
Certificates shall at all times remain registered in the name of the Depository
or its nominee and at all times: (i) registration of the Book-Entry Certificates
may not be transferred by the Trustee except to a successor to the Depository;
(ii) ownership and transfers of registration of the Book-Entry Certificates on
the books of the Depository shall be governed by applicable rules established by
the Depository; (iii) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants; (iv) the Trustee shall
deal with the Depository, Depository Participants and Indirect Participants as
representatives of the Certificate Owners of the Book-Entry Certificates for
purposes of exercising the rights of such Holders under this Agreement, and
requests and directions for and votes of such representatives shall not be
deemed to be inconsistent if they are made with respect to different Certificate
Owners; and (v) the Trustee may rely and shall be fully protected in relying
upon information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
Indirect Participants and persons shown on the books of such Indirect
Participants as direct or indirect Certificate Owners. The Depository Agreement
provides that the Depository shall maintain book-entry records with respect to
the Certificate Owners and with respect to ownership and transfers of such
Certificates.
All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owners. Each
Depository Participant shall only transfer 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.
(c) If (i)(A) the Company advises the Trustee in writing that
the Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Trustee or the Company are unable
after exercise of their reasonable best efforts to locate a qualified successor
or (ii) the Company 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, fully registered Certificates
(the "Definitive Certificates") to Certificate Owners
55
<PAGE> 62
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository for registration and receipt by the Trustee of an
adequate supply of certificates from the Company, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
(d) The Certificates shall be issuable in the minimum original
dollar denominations (and integral multiples of $1,000 in excess of such amount)
and aggregate original dollar denominations per Class as set forth in the
following table (except that one Certificate of each Class may be issued in a
different denomination).
56
<PAGE> 63
<TABLE>
<CAPTION>
Aggregate Original Certificate
Minimum Principal Balance of all
Original Certificates of the CUSIP
Class Denomination Indicated Class Number
- - ----- ------------ --------------- ------
<S> <C> <C> <C>
IA-1 $ 1,000 $114,282,033.00 619087 BM0
IA-2 $100,000 (1) 619087 BN8
IA-3 $ 1,000 $ 27,585,318.00 619087 BP3
IA-4 $ 1,000 $ 15,763,039.00 619087 BQ1
IA-P $ 1,000 $ 490,762.00 619087 BR9
IIA-1 $ 1,000 $ 36,521,592.00 619087 BS7
IIA-P $ 1,000 $ 501,860.00 619087 CB3
M $ 1,000 $ 4,658,626.00 619087 BU2
B-1 $ 1,000 $ 2,070,499.00 619087 BV0
B-2 $ 1,000 $ 1,552,875.00 619087 BW8
B-3 $100,000 $ 1,759,925.00 619087 BX6
B-4 $100,000 $ 931,725.00 619087 BY4
B-5 $100,000 $ 931,727.19 619087 BZ1
R(2) (2) (2) N/A
</TABLE>
- - ---------------
(1) The Class IA-2 Certificates have no principal balance, but are issuable
in minimum denominations of $100,000 of the Class IA-2 Notional Amount
(initially $114,282,033.00), except one Class IA-2 Certificate may be
issued in any denomination greater than $100,000.
(2) The Class R Certificate represents the Master Residual Interest and the
Subsidiary Residual Interest and has no stated principal amount.
The Certificates shall be signed by manual or facsimile
signature on behalf of the Company by its President or one of its Vice
Presidents. Certificates bearing the manual or facsimile signatures of
individuals who were at the time of signature proper officers of the Company
shall bind the Company, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of
such Certificate 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
57
<PAGE> 64
manual authentication by a Responsible Officer of the Trustee and such
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Section 4.02. Registration of Transfer and Exchange of
Certificates. (a) The Trustee shall cause to be kept at its Corporate Trust
Office, or at the office of its designated agent, a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and the Chase Interest and of
transfers and exchanges of Certificates and the Chase Interest as herein
provided. The Trustee will notify the Paying Agent within five Business Days
after each Record Date of any transfer of Certificates or the Chase Interest on
or prior to such Record Date.
(b) Upon surrender for registration of transfer of any
Certificate at any office or agency of the Trustee maintained for such purpose,
the Company shall execute and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, a Certificate of a like Class
and aggregate Percentage Interest and dated the date of authentication by the
Trustee.
(c) No transfer of a Class B-3, Class B-4 or Class B-5
Certificate or the Chase Interest shall be made unless such transfer is made
pursuant to an effective registration statement or otherwise in accordance with
the requirements under the Securities Act of 1933, as amended. If such a
transfer is to be made in reliance upon an exemption from said Act, (i) the
Trustee or the Company shall require (except with respect to the initial
transfer of a Class B-3, Class B-4 or Class B-5 Certificate from Donaldson,
Lufkin & Jenrette Securities Corporation and except if the transferee executes a
certificate substantially in the form of Exhibit J-1 hereto) a written opinion
of independent counsel acceptable to and in form and substance satisfactory to
the Trustee and the Company that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from said
Act and laws or is being made pursuant to said Act and laws, which opinion of
counsel shall not be an expense of the Trust Fund, the Trustee, the Company or
the Master Servicer, and (ii) the Trustee shall require the transferee to
execute a certification substantially in the form of Exhibit J or Exhibit J-1.
The Trustee shall notify each Rating Agency upon any transfer of a Class B
Certificate.
(d) No transfer of a Subordinated Certificate or the Chase
Interest shall be made to any employee benefit plan subject to Section 406 of
ERISA, nor a person acting on behalf of such plan or using the assets of such
plan. No transfer of a Subordinated Certificate or the Chase Interest shall be
made unless the Trustee shall have received either (i) a representation letter
from the transferee of such Certificate or interest, acceptable to and in form
and substance satisfactory to the Trustee and the Company (or in the case of a
Class M, Class B-1 or Class B-2 Certificate, a representation letter,
substantially in the form of Exhibit K hereto), to the effect that (A) such
transferee is not an employee benefit plan subject to Section 406 of ERISA, nor
a person acting on behalf of any such plan or using the assets of such plan, or,
alternatively, in the case of an insurance company, the assets of any separate
accounts to effect such acquisition, or
58
<PAGE> 65
alternatively, (B) the source of funds for the purchase of such Certificate is
an "insurance company general account" within the meaning of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60"), 60 Fed. Reg. 35925 (July 12,
1995), and the conditions set forth in Section I and III of PTCE 95-60 are
satisfied with respect to the purchase and holding of such Certificate, which
representation letter shall not be an expense of the Trustee, the Company or the
Master Servicer, or (ii) in the case of a Subordinated Certificate or the Chase
Interest presented for registration in the name of an employee benefit plan
subject to ERISA or Section 4975 of the Code (or comparable provisions of any
subsequent enactments) or a trustee of any such plan or any other Person who is
using the assets of any such plan to effect such acquisition, an Opinion of
Counsel satisfactory to the Trustee and the Company to the effect that the
purchase or holding of such Subordinated Certificate or the Chase Interest will
not result in the assets of the Trust Fund being deemed to be "plan assets"
pursuant to the Department of Labor Plan Asset Regulations set forth in 29
C.F.R. Section 2510.3-101 and subject to the fiduciary responsibility provisions
of ERISA or the prohibited transaction provisions of the Code, will not
constitute or result in a prohibited transaction within the meaning of Section
406 or Section 407 of ERISA or Section 4975 of the Code, and will not subject
the Trustee, the Company or the Master Servicer to any obligation in addition to
those undertaken in this Agreement, which opinion of counsel shall not be an
expense of the Trustee, the Company or the Master Servicer.
(e) At the option of a Certificateholder, a Certificate may be
exchanged for another Certificate or Certificates of authorized denominations of
a like Class, upon surrender of the Certificate to be exchanged at any office or
agency of the Trustee maintained for such purpose. Whenever the Certificate is
so surrendered for exchange, the Company shall execute and the Trustee shall
authenticate and deliver, the Certificate 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.
(f) No service charge shall be made to the Holder for any
transfer or exchange of a Certificate, but the Trustee may require payment by
the Certificateholders of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer or exchange of such
Certificate.
(g) All Certificates surrendered for transfer or exchange
shall be destroyed by the Trustee in accordance with the Trustee's standard
procedures.
(h) At the option of the Holder of the Class R Certificate,
the Subsidiary Residual Interest and the Master Residual Interest may be severed
and represented by separate certificates; provided, however, that such separate
certification may not occur until the Master Servicer receives an Opinion of
Counsel (with a copy to the Trustee) to the effect that separate certification
in the form and manner proposed would not result in the imposition of federal
tax upon either REMIC Pool or cause either REMIC Pool to fail to qualify as a
REMIC; and provided further, that the provisions of Sections 4.02(c), 4.02(d),
4.02(i) and 7.02(b) will apply to
59
<PAGE> 66
each such separate certificate as if the separate certificate were a Class R
Certificate. If, as evidenced by an Opinion of Counsel, it is necessary to
preserve the REMIC status of either REMIC Pool, the Subsidiary Residual Interest
and the Master Residual Interest shall be severed and represented by separate
certificates.
(i) A Disqualified Organization is prohibited from acquiring
beneficial ownership of a Class R Certificate. Notwithstanding anything to the
contrary contained herein, unless and until the Master Servicer shall have
received an Opinion of Counsel, satisfactory in form and substance to the Master
Servicer, to the effect that the absence of the conditions contained in this
Section 4.02(i) would not result in the imposition of federal tax upon either
REMIC Pool or cause either REMIC Pool to fail to qualify as a REMIC, no
transfer, sale or other disposition of the Class R Certificate (including for
purposes of this section any beneficial interest therein) may be made without
the express written consent of the Master Servicer, which consent is to be
granted in the sole discretion of the Master Servicer and a copy of which
written consent shall be supplied to the Trustee.
As a condition to the granting of the consent referred to in
this Section 4.02(i), prior to the transfer, sale, pledge, hypothecation or
other disposition of the Class R Certificate or any interest therein, the Master
Servicer shall require that the proposed transferee deliver to the Master
Servicer and the Trustee its taxpayer identification number and state, under
penalties of perjury that such number is the social security number of the
transferee or an affidavit under penalties of perjury stating that as of the
date of such transfer such transferee is not and has no intention of becoming a
Disqualified Organization, and, in either case, an affidavit stating (i) that
such transferee is not acquiring such Class R Certificate as an agent, broker,
nominee, or middleman for a Disqualified Organization, (ii) if the Residual
Interest is a "non-economic residual interest" within the meaning of Treas. Reg.
Section 1.860E-1(c)(2),(I) that no purpose of the acquisition of the Class R
Certificate is to avoid or impede the assessment or collection of tax, (II) that
such transferee has historically paid its debts as they came due and will
continue to pay its debts as they come due and (III) that such transferee
represents that it understands that, as the holder of the non-economic residual
interest, the transferee may incur tax liabilities in excess of any cash flows
generated by the interest and that the transferee intends to pay taxes
associated with holding the residual interest and (iii) unless the Master
Servicer consents to the transfer of the Class R Certificate to a Person who is
not a U.S. Person, that it is a U.S. Person. The Master Servicer shall not grant
the consent referred to in this Section 4.02(i) if it has actual knowledge that
any statement made in the affidavit issued pursuant to the preceding sentence is
not true. Notwithstanding any purported transfer, sale or other disposition of
the Class R Certificate to a Disqualified Organization, such transfer, sale or
other disposition shall be deemed to be of no legal force or effect whatsoever
and such Disqualified Organization shall not be deemed to be a Class R
Certificateholder for any purpose hereunder, including, but not limited to, the
receipt of distributions on such Class R Certificate. If any purported transfer
shall be in violation of the provisions of this Section 4.02(i) then the prior
holder of the Class R Certificate shall, upon discovery that the transfer of
such Class R Certificate was not in fact permitted by this Section 4.02(i), be
restored to all rights as a Holder thereof retroactive to the date of the
purported transfer of such Class R Certificate. The Trustee and the Master
Servicer shall be under no
60
<PAGE> 67
liability to any Person for any registration or transfer of a Class R
Certificate that is not permitted by this Section 4.02(i) or for making payments
due on such Class R Certificate to the purported Holder thereof or taking any
other action with respect to such purported Holder under the provisions of this
Agreement so long as the transfer was not registered under the written
certification of the Master Servicer as described in this Section 4.02(i). The
prior Holder shall be entitled to recover from any purported Holder of a Class R
Certificate that was in fact not a permitted purported transferee under this
Section 4.02(i) at the time it became a purported Holder all payments made to
such purported Holder on such Class R Certificate; provided that the Master
Servicer shall not be responsible for such recovery. Each Class R
Certificateholder, by the acceptance of the Class R Certificate, shall be deemed
for all purposes to have consented to the provisions of this Section 4.02(i) and
to any amendment to this Agreement deemed necessary by counsel of the Master
Servicer to ensure that the Class R Certificate is not transferred to a
Disqualified Organization and that any transfer of such Class R Certificate will
not cause the imposition of a tax upon either REMIC Pool or cause either REMIC
Pool to fail to qualify as a REMIC. The restrictions on transfer of the Class R
Certificate will cease to apply and be void upon receipt by the Trustee of a
certificate of the Master Servicer stating that the Master Servicer has received
an Opinion of Counsel to the effect that such restrictions on transfer are no
longer necessary to avoid the risk of material federal taxation to either REMIC
Pool or prevent either REMIC Pool from qualifying as a REMIC.
Section 4.03. Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate is surrendered to the Trustee or
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate, and (b) 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 authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and Class. Upon the issuance of any new Certificate
under this Section , the Trustee may require of the Certificateholder 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 connected therewith.
Any replacement Certificate of any Class issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership of the Percentage
Interest in the distributions to which the Certificateholders of such Class are
entitled, as if originally issued, whether or not the mutilated, destroyed, lost
or stolen Certificate shall be found at any time, and such mutilated, destroyed,
lost or stolen Certificate shall be of no force or effect under this Agreement,
to the extent permitted by law.
Section 4.04. Persons Deemed Owners. Prior to due presentation
of a Certificate of any Class for registration of transfer, the Company, the
Master Servicer and the Trustee may treat the person in whose name any
Certificate is registered on the Record Date as the owner of such Certificate
and the Percentage Interest in the distributions to which the Certificateholders
of such Class are entitled on the relevant date as the Holder of such
Certificate and the Percentage Interest represented by such Certificate for the
purpose of receiving remittances pursuant to Section 6.01 and for all other
purposes whatsoever, and neither the Company, the Master Servicer nor the
Trustee shall be affected by notice to the contrary.
61
<PAGE> 68
Section 4.05. Appointment of Paying Agent. The Trustee may
appoint a Paying Agent hereunder, which Paying Agent shall not be the Company,
any Mortgage Loan Seller, or an affiliate of the Company or any Mortgage Loan
Seller unless such Paying Agent is the Corporate Trust Department of Chase. In
the event of any such appointment, on the Business Day prior to each Remittance
Date, the Master Servicer (or, if the Master Servicer's right to withdraw funds
from the Certificate Account has been revoked by the Trustee pursuant to Section
5.09, the Trustee) shall deposit or cause to be deposited with the Paying Agent
from funds on deposit in the Certificate Account a sum sufficient to make the
payments to Certificateholders in the amounts and in the manner provided for in
Section 6.01, such sum to be held in trust for the benefit of Certificateholders
in a segregated account (the "Paying Agent Account") which shall be an Eligible
Account in the name of "Citibank, N.A., as Trustee, in trust for and for the
benefit of the Certificateholders of Multi-Class Mortgage Pass-Through
Certificates, MorServ, Inc., Series 1996-2 - Paying Agent Account". The Master
Servicer shall cause the Paying Agent to perform each of the obligations of the
Paying Agent set forth herein and shall be liable to the Trustee and the
Certificateholders for failure of the Paying Agent to perform such obligations.
If the Paying Agent is a party other than the Trustee, the Trustee shall have no
liability in connection with the performance or failure of performance of the
Paying Agent. The Trustee designates the Corporate Trust Department of Chase as
the initial Paying Agent. Only the Trustee may remove the Paying Agent, and may
do so at will. The Trustee may withdraw funds from the Paying Agent Account,
although it is recognized and understood that for purposes of administrative
efficiency, in the ordinary course the Paying Agent and not the Trustee will
make all withdrawals from the Paying Agent Account necessary to make payments to
Certificateholders. It is recognized and understood that the Trustee and not the
Master Servicer possesses the funds in the Paying Agent Account.
If, on any Remittance Date, the Paying Agent fails to
distribute to Certificateholders the amounts then on deposit in the Paying Agent
Account for the purposes specified herein, the Trustee shall be obligated
promptly upon its knowledge thereof to distribute such amounts to
Certificateholders in the manner and in such amounts based upon information
provided by the Master Servicer; provided that in no event shall the Trustee be
obligated for purposes of this paragraph to distribute to Certificateholders any
amounts other than those on deposit in the Paying Agent Account or expend any
funds not reimbursable pursuant to Section 10.05 hereof, except as otherwise
provided herein. Notwithstanding anything in this Agreement to the contrary, the
Trustee shall be liable to the Master Servicer and the Certificateholders only
for its negligence, in connection with the withdrawal of funds from the Paying
Agent Account by the Trustee and the distribution of such funds by the Trustee
to Certificateholders pursuant to this paragraph.
The Master Servicer shall cause each Paying Agent other than
the Trustee to execute and deliver to the Master Servicer and the Trustee on the
Closing Date or, if subsequently appointed, on the date of appointment, a
written instrument executed by an officer of the Paying Agent in which such
Paying Agent shall agree with the Master Servicer and the Trustee that such
Paying Agent will hold all sums held by it for the payment to Certificateholders
in trust for the
62
<PAGE> 69
benefit of the Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders.
Section 4.06. Authenticating Agents. (a) The Trustee may
appoint one or more Authenticating Agents (each, an "Authenticating Agent")
which shall be authorized to act on behalf of the Trustee in authenticating the
Certificates. Wherever reference is made in this Agreement to the authentication
of Certificates by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication on behalf of the
Trustee by an Authenticating Agent and a certificate of authentication executed
on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
must be a corporation organized and doing business under the laws of the United
States of America or of any state, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
(b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which any Authenticating Agent shall be a
party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
(c) Any Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee and the Company.
The Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Company. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance within the provisions of this Section 4.06, the Trustee may appoint a
successor Authenticating Agent, shall give written notice of such appointment to
the Company and shall mail notice of such appointment to all Holders of
Certificates. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 4.06. No
Authenticating Agent shall have responsibility or liability for any action taken
by it as such at the direction of the Trustee. Any Authenticating Agent shall be
entitled to reasonable compensation for its services and any such compensation
shall be payable solely by the Trustee, without any right of reimbursement from
the Company, the Master Servicer or the Trust Fund.
[End of Article IV]
63
<PAGE> 70
ARTICLE V
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 5.01. Master Servicer to Service Mortgage Loans. The
Master Servicer shall service and administer the Mortgage Loans and shall have
full power and authority, acting alone or through Sub-Servicers as provided in
Section 5.02, to do any and all things which it may deem necessary or desirable
in connection with such servicing and administration. Without limiting the
generality of the foregoing, the Master Servicer in its own name or in the name
of a Sub-Servicer shall in each instance request the consent and authorization
of the Trustee when the Master Servicer or the Sub-Servicer, as the case may be,
believes it appropriate in its best judgment, to execute and deliver, on behalf
of the Certificateholders and the Trustee or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties; provided, however, that
except as otherwise set forth in this Agreement, the Master Servicer may allow a
modification with respect to a Mortgage Loan if the Master Servicer would take
such action in the ordinary course of its business if it were the owner of the
Mortgage Loan; provided further, however, that the Master Servicer will not
allow any of the following modifications: (i) an extension of the maturity of
the related Mortgage Note, (ii) a change in the interest rate of the related
Mortgage Note or (iii) an increase or decrease in the principal amount of the
related Mortgage Note. The Master Servicer shall furnish to the Trustee for
execution and redelivery to the Master Servicer or, at the request of the Master
Servicer, a Sub-Servicer, such documents necessary or appropriate to enable the
Master Servicer to service and administer the Mortgage Loans and the Trustee
shall not be responsible for the Master Servicer's application thereof. The
Master Servicer agrees to remain eligible as either a FNMA or FHLMC
seller/servicer, or both, for so long as it is Master Servicer.
All Servicing Advances made by the Master Servicer in
effecting the timely payment of taxes, insurance and assessments on the
properties subject to the Mortgage Loans shall not, for the purpose of
calculating monthly distributions to Certificateholders, be added to the amount
owing under the related Mortgage Loans, notwithstanding that the terms of such
Mortgage Loan so permit, and such Servicing Advances shall be recoverable by the
Master Servicer to the extent permitted by Sections 5.09 and 5.23.
Section 5.02. Sub-Servicing Agreements Between Master Servicer
and Sub-Servicers; Enforcement of Sub-Servicer's Obligations. (a) The Master
Servicer may enter into Sub-Servicing Agreements with Sub-Servicers for the
servicing and administration of all or part of the Mortgage Loans. References in
this Agreement to actions taken or to be taken by the Master Servicer in
servicing the Mortgage Loans include actions taken or to be taken by a
Sub-Servicer on behalf of the Master Servicer. Each Sub-Servicing Agreement will
be upon such terms and conditions as are not inconsistent with this Agreement
and as the Master Servicer and the Sub-Servicer have agreed. The Master Servicer
shall notify the Trustee in writing promptly upon the appointment of any
Sub-Servicer. For purposes of this Agreement, the receipt by the Sub-Servicer of
any amount with respect to a Mortgage Loan (other than amounts representing
64
<PAGE> 71
servicing compensation or reimbursement for an advance) shall be treated as the
receipt by the Master Servicer of such amount. The Sub-Servicer shall deposit
all such funds in an Eligible Account.
(b) As part of its servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Sub-Servicing Agreements as appropriate,
and the pursuit of other remedies, shall be in such form and carried out to such
an extent and at such time as the Master Servicer, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans. The
Master Servicer shall pay the costs of such enforcement at its own expense but
shall be reimbursed therefor only (i) from a general recovery resulting from
such enforcement only to the extent, if any, that such recovery exceeds all
amounts due in respect of the related Mortgage Loans or (ii) from a specific
recovery of costs, expenses or attorneys' fees against the party against whom
such enforcement is directed.
Section 5.03. Successor Sub-Servicers. The Master Servicer
shall be entitled to terminate any Sub-Servicing Agreement that may exist in
accordance with the terms and conditions of such Sub-Servicing Agreement and
without any limitation by virtue of this Agreement.
Section 5.04. Liability of the Master Servicer.
Notwithstanding any Sub-Servicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer and
a Sub-Servicer or reference to actions taken through a Sub-Servicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and Certificateholders for the servicing and administering of the Mortgage Loans
in accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such Sub-Servicing Agreements or
arrangements or by virtue of indemnification from the Sub-Servicer or the
Mortgage Loan Seller and to the same extent and under the same terms and
conditions as if the Master Servicer alone were servicing and administering the
Mortgage Loans. The Master Servicer shall be entitled to enter into any
agreement with a Sub-Servicer for indemnification of the Master Servicer and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
Section 5.05. No Contractual Relationship Between Sub-Servicer
and Trustee or Certificateholders. Any Sub-Servicing Agreement that may be
entered into and any other transactions or services relating to the Mortgage
Loans involving a Sub-Servicer in its capacity as such and not as an originator
shall be deemed to be between the Sub-Servicer and the Master Servicer alone and
the Trustee and Certificateholders shall not be deemed parties thereto and shall
have no claims, rights, obligations, duties or liabilities with respect to the
Sub-Servicer.
Section 5.06. Termination of Sub-Servicing Agreement. If the
Master Servicer shall for any reason no longer be the master servicer hereunder
(including by reason of any Event of Default), the Master Servicer shall
thereupon terminate each Sub-Servicing Agreement that
65
<PAGE> 72
may have been entered into and the Trustee, its designee or the successor
servicer and the Trustee shall not be deemed to have assumed any of the Master
Servicer's interest therein or to have replaced the Master Servicer as a party
to any such Sub-Servicing Agreement.
Section 5.07. Collection of Mortgage Loan Payments.
Continuously from the date hereof until the principal and interest on all
Mortgage Loans are paid in full, the Master Servicer will proceed diligently to
collect all payments due under each of the Mortgage Loans when the same shall
become due and payable and shall, to the extent such procedures shall be
consistent with this Agreement, follow such collection procedures as it follows
with respect to conventional mortgage loans held in its own portfolio. Any such
arrangements shall not diminish or otherwise affect the Master Servicer's
obligation to make Advances pursuant to Section 6.03.
Section 5.08. Establishment of Certificate Account; Deposit in
Certificate Account. With respect to all of the Mortgage Loans, the Master
Servicer shall segregate and hold all funds collected and received pursuant to a
Mortgage Loan separate and apart from any of its own funds and general assets
and shall establish and maintain one or more Certificate Accounts for the
benefit of the Certificateholders (collectively, the "Certificate Account")
which are Eligible Accounts, in the form of a trust account, in the name of
"Citibank, N.A., as Trustee, in trust for and for the benefit of the
Certificateholders of Multi-Class Mortgage Pass-Through Certificates, MorServ,
Inc., Series 1996-2 - Certificate Account." Such Certificate Account shall be
established with a commercial bank, a savings bank or a savings and loan
association. The Master Servicer may invest, or cause the institution
maintaining the Certificate Account to invest, moneys in the Certificate Account
in Eligible Investments, which shall mature not later than the Business Day next
preceding the Remittance Date next following the date of such investment (except
that if such Eligible Investment is an obligation of the institution that
maintains the Certificate Account, then, subject to Section 4.05, such Eligible
Investment shall mature not later than the related Remittance Date) and shall
not be sold or disposed of prior to its maturity. All such Eligible Investments
shall be made in the name of the Trustee and shall be held by the Trustee or its
agent, which agent shall not be an affiliate of the Company or any Mortgage Loan
Seller unless such agent is the Corporate Trust Department of Chase and is rated
at least Baa3 or P-3 by Moody's; provided, however, that all original
documentation (including account statements and confirmations) regarding any
investments in the Fund shall be sent by the Fund directly to the Trustee (and
not an agent of the Trustee) and shall be maintained in the possession of the
Trustee (and not an agent of the Trustee). All income and gain realized from any
such investment shall be for the benefit of the Master Servicer as additional
compensation 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 (to the
extent not offset by income from other such investments) shall be deposited in
the Certificate Account by the Master Servicer out of its own funds immediately
as realized; provided, however, that if the Trustee becomes Master Servicer, the
Trustee shall not be required to deposit the amount of any loss incurred prior
to it becoming Master Servicer. The creation of any Certificate Account shall be
evidenced by a certification or letter agreement in the form of Exhibit F or
Exhibit G, respectively. A copy of such certification or letter agreement shall
be furnished to the Trustee.
66
<PAGE> 73
The Master Servicer shall deposit or cause to be deposited in
the Certificate Account on a daily basis (and not later than the Business Day
following receipt), and retain therein:
(i) All payments which were received after the Cut-off Date on
account of principal of the Mortgage Loans (other than the principal
portion of Monthly Payments due on or before the Cut-off Date), and all
Principal Prepayments collected on or after the Cut-off Date;
(ii) All payments which were received after the Cut-off Date
on account of interest on the Mortgage Loans (net of the Servicing
Fee)(other than the interest portion of Monthly Payments due on or
before the Cut-off Date);
(iii) Net Liquidation Proceeds;
(iv) All Insurance Proceeds received by the Master Servicer
under any title, hazard or other insurance policy, including amounts
required to be deposited pursuant to Sections 5.16 and 5.20, other than
proceeds to be held in the Escrow Account or applied to the restoration
or repair of the Mortgaged Property or released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures or
otherwise applied or held as required by applicable law;
(v) All awards or settlements in respect of condemnation
proceedings affecting any Mortgaged Property which are not released to
the Mortgagor in accordance with the Master Servicer's normal servicing
procedures;
(vi) All Repurchase Proceeds;
(vii) All Advances made by the Master Servicer pursuant to
Section 6.03;
(viii) All amounts representing revenues under the insurance
provided pursuant to Section 5.19 to the extent of any losses borne by
any Certificateholder;
(ix) All revenues from any Mortgaged Property acquired by the
Master Servicer by foreclosure or deed in lieu of foreclosure net of
any Servicing Advances with respect to such Mortgaged Property; and
(x) Any other amounts required to be deposited therein
pursuant to this Agreement.
The Master Servicer shall maintain accounting records on a
loan-by-loan basis with respect to the Certificate Account. The Master Servicer
shall give notice to the Trustee and the Company and each Rating Agency of any
change in the location of the Certificate Account, prior to the use thereof.
Notwithstanding anything to the contrary herein, no Monthly Payment or any
67
<PAGE> 74
portion thereof shall be permitted to remain in the Certificate Account for more
than 12 months. Any Monthly Payment or any portion thereof that has remained in
the Certificate Account for 12 months shall be deemed a Principal Prepayment and
distributed to Certificateholders pursuant to the provisions of this Agreement
on the Remittance Date immediately following the end of such 12 month period.
Section 5.09. Permitted Withdrawals from the Certificate
Account. The Master Servicer and the Trustee may, from time to time, withdraw
funds from the Certificate Account for the following purposes:
(i) to make payments in the amounts and in the manner provided
for in Section 6.01;
(ii) to reimburse the Master Servicer for Advances made
pursuant to Section 6.03 (including amounts to reimburse the related
Sub-Servicer for advances made pursuant to the applicable Sub-Servicing
Agreement), the Master Servicer's and the Sub-Servicer's right to
receive reimbursement pursuant to this subclause (ii) being limited to
amounts received on particular Mortgage Loans which represent Late
Collections (net of the Servicing Fees) with respect to those
particular Mortgage Loans;
(iii) to pay the Master Servicer the Servicing Fee;
(iv) to reimburse the Master Servicer for unreimbursed
Servicing Advances, or to pay the related Sub-Servicer any unreimbursed
Servicing Advances, the Master Servicer's right to receive
reimbursement or make payments to the Sub-Servicer pursuant to this
subclause (iv) with respect to any Mortgage Loan being limited to
related Liquidation Proceeds, Insurance Proceeds, and condemnation
awards;
(v) to reimburse the Master Servicer (or the related
Sub-Servicer) or the Company for expenses incurred by and recoverable
by or reimbursable to it pursuant to Section 5.01, 5.16 or 8.03;
(vi) to reimburse the Master Servicer (or the related
Sub-Servicer) for any Nonrecoverable Advances;
(vii) to pay to the Master Servicer (or the related
Sub-Servicer) income earned on the investment of funds deposited in the
Certificate Account;
(viii) to make payments to the Master Servicer or others
pursuant to any provision of this Agreement, and to clear and terminate
the Certificate Account upon the termination of this Agreement;
(ix) to withdraw amounts deposited in error; and
68
<PAGE> 75
(x) in the case of the Master Servicer, if requested by the
Trustee, to withdraw funds for any purpose contemplated by this Section
5.09.
It is recognized and understood that for purposes of
administrative efficiency, in the ordinary course the Master Servicer and not
the Trustee will make all withdrawals from the Certificate Account pursuant to
this Section 5.09.
The Trustee may revoke the right of the Master Servicer to
withdraw funds from the Certificate Account pursuant to this Section 5.09;
provided, however, that upon any such revocation the Trustee shall become
obligated to make any necessary withdrawals from the Certificate Account. It is
expressly understood that the Trustee shall have no liability whatsoever to any
Person, including but not limited to the Company, the Master Servicer and the
Certificateholders, in connection with any decision by it to revoke or not to
revoke the Master Servicer's right to withdraw funds from the Certificate
Account, but shall be liable for the performance or nonperformance of any
obligation, once expressly undertaken, to withdraw funds from the Certificate
Account pursuant to this paragraph. Nothing in this paragraph shall be construed
to alter the provisions of Section 9.01. It is recognized and understood that
the Trustee and not the Master Servicer possesses the funds in the Certificate
Account.
Section 5.10. Establishment of Escrow Account; Deposits in
Escrow Account. With respect to those Mortgage Loans on which the Master
Servicer or any Sub-Servicer collects Escrow Payments, if any, the Master
Servicer shall, and shall cause the Sub-Servicer to, segregate and hold all
funds collected and received pursuant to each such Mortgage Loan which
constitute Escrow Payments separate and apart from any of its own funds and
general assets and shall establish and maintain one or more Escrow Accounts, in
the form of trust accounts. Such Escrow Accounts shall be established with a
commercial bank, a mutual savings bank or a savings and loan association the
deposits of which are insured by the FDIC in a manner which shall provide
maximum available insurance thereunder, and which may be drawn on by the Master
Servicer. The Master Servicer shall give notice to the Trustee of the location
of any Escrow Account, and of any change thereof, prior to the use thereof. The
creation of any Escrow Account shall be evidenced by a certification or letter
agreement in the form of Exhibit H or Exhibit I, respectively. Nothing in this
paragraph shall be deemed to require the Master Servicer to collect Escrow
Payments in the absence of a provision in the related Mortgage requiring such
collection.
The Master Servicer shall deposit, or cause to be deposited,
in any Escrow Account or Accounts on a daily basis, and retain therein, (i) all
Escrow Payments collected on account of any Mortgage Loans, for the purpose of
effecting timely payment of any such items as required under the terms of this
Agreement and (ii) all amounts representing proceeds of any hazard insurance
policy which are to be applied to the restoration or repair of any Mortgaged
Property. The Master Servicer shall make withdrawals therefrom only to effect
such payments as are required under this Agreement, and for such other purposes
as are set forth in Section 5.11. The Master Servicer shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the
depository institution other than interest on escrowed funds required by law to
be paid to the related Mortgagor and, to the extent required by law, the Master
Servicer shall pay
69
<PAGE> 76
interest on escrowed funds to the related Mortgagor notwithstanding that the
Escrow Account is non-interest-bearing or that interest paid thereon is
insufficient for such purposes.
Section 5.11. Permitted Withdrawals from Escrow Account.
Withdrawals from any Escrow Account or Accounts may be made by the Master
Servicer only (i) to effect timely payments of ground rents, taxes, assessments,
water rates, Standard Hazard Policy premiums, or other items constituting Escrow
Payments for the related Mortgage, (ii) to reimburse the Master Servicer for any
Servicing Advance made by the Master Servicer, with respect to a related
Mortgage Loan but only from amounts received on the related Mortgage Loan which
represent late payments or collections of Escrow Payments thereunder, (iii) to
refund to any Mortgagor any funds found to be in excess of the amounts required
under the terms of the related Mortgage Loan or under applicable law, (iv) for
application to restoration or repair of the property subject to the related
Mortgage, (v) to pay to the Master Servicer, or to the Mortgagor to the extent
required by law, any interest paid on the funds deposited in the Escrow Account,
(vi) to clear and terminate the Escrow Account on the termination of this
Agreement or (vii) to withdraw amounts deposited in error.
Section 5.12. Payment of Taxes, Insurance and Other Charges.
With respect to each Mortgage Loan, the Master Servicer shall maintain, or cause
to be maintained, accurate records reflecting any delinquencies or nonpayments
with regard to taxes, assessments and Standard Hazard Policy premiums. The
Master Servicer assumes full responsibility for ensuring the payment of all such
bills and shall effect payments of all such bills irrespective of each
Mortgagor's faithful performance in the payment of same or the making of the
Escrow Payments and shall make advances from its own funds to effect such
payments.
Section 5.13. Transfer of Accounts. The Master Servicer may
transfer the Certificate Account or Escrow Account to an Eligible Account
maintained with a different depository institution from time to time. Such
transfer shall be made by the Master Servicer only upon obtaining the consent of
the Trustee, which consent shall not be unreasonably withheld. The Master
Servicer shall notify each Rating Agency upon any such transfer.
Section 5.14. [Reserved]
Section 5.15. Maintenance of the Primary Insurance Policies.
The Master Servicer shall not take, or permit any Sub-Servicer to take, any
action which would result in noncoverage under any applicable Primary Insurance
Policy of any loss which, but for the actions of the Master Servicer or
Sub-Servicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the Loan-to-Value Ratio of the
related Mortgage Loan is reduced to 80%, in an amount equal to the amount by
which the unpaid principal balance of the related Mortgage Loan exceeds 75% of
the value (as described in the definition of Loan-to-Value Ratio) of the related
Mortgaged Property. The Master Servicer shall not cancel or refuse to renew any
such Primary Insurance Policy or consent to any Sub-Servicer canceling or
refusing to renew any such Primary Insurance Policy applicable to a Mortgage
Loan subserviced by it, that is
70
<PAGE> 77
in effect at the date of the initial issuance of the Certificates and is
required to be kept in force hereunder unless the replacement Primary Insurance
Policy for such canceled or non-renewed policy is maintained with an insurer
whose claims-paying ability is rated at least as high as the original insurer or
is acceptable to each Rating Agency as confirmed in writing by each such Rating
Agency, unless otherwise required by law.
Section 5.16. Maintenance of Standard Hazard Policies. (a) The
Master Servicer shall cause to be maintained for each Mortgage Loan (other than
a Co-op Loan) a Standard Hazard Policy with extended coverage as is prudent in
the area where the Mortgaged Property is located in an amount which is equal to
the greater of (i) the lesser of (A) 100% of the maximum insurable value of the
improvements securing such Mortgage Loan or (B) the principal balance owing on
such Mortgage Loan, or (ii) such amount required to prevent the Mortgagor or
mortgagee from becoming a co-insurer. If the Mortgaged Property is in an area
identified at the time of origination in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards (and such flood
insurance has been made available) the Master Servicer will cause to be
maintained a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration with a generally acceptable
insurance carrier, in an amount representing coverage not less than the least of
(i) the outstanding Principal Balance of the Mortgage Loan, (ii) the full
insurable value or (iii) the maximum amount of insurance which is available
under the Flood Disaster Protection Act of 1973. The Master Servicer shall also
maintain on property acquired upon foreclosure, or by deed in lieu of
foreclosure, of any Mortgage Loan, fire and hazard insurance with extended
coverage in an amount which is not less than the lesser of (i) the outstanding
principal balance of the Mortgage Loan or (ii) the maximum insurable value of
the improvements which are a part of such property, liability insurance, and, to
the extent available, flood insurance in an amount as provided above. Any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the property subject to
the related Mortgage or property acquired in liquidation of the Mortgage Loan,
or released to the Mortgagor in accordance with the Master Servicer's normal
servicing procedures) shall be deposited, subject to applicable law, in the
Certificate Account. It is understood and agreed that no earthquake or other
additional insurance need be required by the Master Servicer 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. All such Standard Hazard
Policies and other policies shall be endorsed with standard mortgagee clauses
with loss payable to the Master Servicer or its designee. Any such Standard
Hazard Policies or other policies may be in the form of blanket policies;
provided, however, that in the event of any claim arising in connection with a
hazard loss the Master Servicer shall be obligated, in the case of blanket
insurance policies, to deposit in the Certificate Account any amount not payable
under such blanket policy because of a deductible clause in such policy and not
otherwise payable under an individual policy. The Master Servicer shall not
interfere with the Mortgagor's freedom of choice in selecting either his
insurance carrier or agent; provided, however, that the Master Servicer shall
not accept any such insurance policies from insurance companies unless such
companies are acceptable insurers in the discretion of the Master Servicer.
71
<PAGE> 78
(b) Any cost incurred by the Master Servicer in maintaining
any of the foregoing 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.
Such costs (other than the costs of maintaining a blanket hazard insurance
policy not attributable to a specific Mortgaged Property) shall be recoverable
by the Master Servicer from the Mortgagor or out of Insurance Proceeds or
Liquidation Proceeds or to the extent permitted by Section 5.09.
Section 5.17. [Reserved]
Section 5.18. [Reserved]
Section 5.19. Fidelity Bond and Errors and Omissions
Insurance. The Master Servicer shall maintain, at its own expense, a blanket
fidelity bond and an errors and omissions insurance policy, with broad coverage
with responsible companies on all officers, employees or other persons acting on
behalf of the Master Servicer in any capacity with regard to the Mortgage Loans
to handle funds, money, documents and papers relating to the Mortgage Loans. Any
such fidelity bond and errors and omissions insurance shall protect and insure
the Master Servicer against losses, including forgery, theft, embezzlement,
fraud, errors and omissions and negligent acts of such persons and shall be
maintained at a level acceptable to FNMA. No provision of this Section 5.19
requiring such fidelity bond and errors and omissions insurance shall diminish
or relieve the Master Servicer from its duties and obligations as set forth in
this Agreement. Upon request of the Trustee, the Master Servicer shall cause to
be delivered to the Trustee a certification evidencing coverage under such
fidelity bond and insurance policy. Promptly upon receipt of any notice from the
surety or the insurer that such fidelity bond or insurance policy has been
terminated or modified in a materially adverse manner, the Master Servicer shall
notify the Trustee and each Rating Agency of any such termination or
modification.
Section 5.20. Collections under Insurance Policies;
Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under any Standard Hazard Policies
and, in this regard, to take such reasonable action as shall be necessary to
permit recovery under any insurance policies. Pursuant to Section 5.08, the
Master Servicer shall deposit Insurance Proceeds in the Certificate Account.
(b) When any Mortgaged Property is conveyed by the Mortgagor,
the Master Servicer shall enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted by such Mortgage Note or
Mortgage, applicable law and governmental regulations. Subject to the foregoing,
the Master Servicer is authorized to take or enter into an assumption or
substitution agreement from or with the Person to whom such property has been or
is about to be conveyed. In connection with such assumption or substitution, the
Master Servicer shall apply such underwriting standards and follow such
practices and procedures as shall be normal and usual and as it applies to
mortgage loans owned solely by it.
72
<PAGE> 79
Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Master Servicer shall not be deemed to be in default,
breach or any other violation of its obligations hereunder by reason of any
conveyance by the Mortgagor of the Mortgaged Property or any assumption of a
Mortgage Loan by operation of law which the Master Servicer in good faith
determines it may be restricted by law from preventing, for any reason
whatsoever.
(c) Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the effect set forth in Section 5.20(b), in any case in
which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and
such Person is to enter into an assumption agreement or modification agreement
or supplement to the Mortgage Note or Mortgage, the Master Servicer shall so
notify the Trustee by forwarding to the Trustee the original copy of such
assumption or substitution agreement, which copy shall be added by the Trustee
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. In connection with any such assumption,
modification agreement or substitution agreement, the interest rate of the
related Mortgage Note shall not be changed, the principal amount of the Mortgage
Note shall not be increased or decreased and the maturity of the Mortgage Note
shall not be extended, nor shall it be shortened by more than one year. Any fee
collected by the Master Servicer for entering into an assumption or substitution
of liability agreement with respect to such Mortgage Loan shall be retained by
the Master Servicer as additional servicing compensation.
Section 5.21. Income and Realization from Defaulted Mortgage
Loans. The Master Servicer, on behalf of the Trustee, shall foreclose upon or
otherwise comparably convert the ownership of Mortgaged 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 5.07, shall manage, conserve, protect and operate such
Mortgaged Properties for the purposes of their prompt disposition and sale, and
shall dispose of such Mortgaged Properties on such terms and conditions as it
deems in the best interests of the Certificateholders. The Master Servicer shall
sell such property within two years from such foreclosure or conversion or such
longer period as would not prevent such Mortgaged Property from constituting
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code. In
connection with such activities, the Master Servicer shall follow such practices
and procedures as it shall deem necessary or advisable, as shall be normal and
usual in its general mortgage servicing activities, including its management of
foreclosed properties for a temporary period as contemplated herein. The
foregoing is subject to the provisions of Section 5.28 of this Agreement and to
the proviso that the Master Servicer shall not be required to expend its own
funds in connection with any management, foreclosure or towards the restoration
of any property unless it shall determine that such management, restoration or
foreclosure will increase the Liquidation Proceeds of the Mortgage Loan to
Certificateholders after reimbursement to itself for such expenses (respecting
which it shall have priority for purposes of withdrawals from the Certificate
Account pursuant to Section 5.09). The income earned from the management of such
Mortgaged Properties, net of reimbursement to the Master Servicer for expenses
(including any taxes) incurred in connection with such management, shall be
applied to the payment of principal of and interest on the related defaulted
Mortgage Loans (with interest accruing and principal amortizing
73
<PAGE> 80
as though such Mortgage Loans were still current) and all such income shall be
deemed, for all purposes in this Agreement, to be payments on account of
principal and interest on the related Mortgage Notes and shall be deposited into
the Certificate Account. To the extent the income received is in excess of the
amount attributable to amortizing principal and accrued interest at the
Remittance Rate on the related Mortgage Loan, such excess shall be deposited in
the Certificate Account. In lieu of foreclosure, the Master Servicer may (but is
not obligated to) purchase any defaulted Mortgage Loan at the Purchase Price. In
the event of such purchase, the Purchase Price for the purchased Mortgage Loan
shall be paid by the Master Servicer and shall be deposited by the Master
Servicer in the Certificate Account promptly upon receipt and, upon receipt by
the Trustee of written notification of such deposit signed by a Servicing
Officer, the Trustee shall promptly release to the Mortgage Loan Seller the
related Mortgage File and the Trustee shall execute and deliver such instruments
of transfer or assignment as may be provided to it by the Master Servicer,
without recourse, as shall be necessary to vest in the Master Servicer or its
designee, as the case may be, any Mortgage Loan released pursuant hereto, and
the Trustee shall have no further responsibility with regard to such Mortgage
Loan.
Section 5.22. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the
receipt by the Master Servicer of a notification that payment in full will be
made in a manner customary for such purposes, the Master Servicer shall
immediately notify the Trustee (if the Trustee holds the related Mortgage File)
by a certification (which certification shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Certificate Account pursuant to
Section 5.08 have been or will be so deposited) of a Servicing Officer and shall
request delivery to it of the Mortgage File. Upon receipt of such certification
and request, within five Business Days the Trustee shall release the related
Mortgage File to the Master Servicer and execute and deliver to the Master
Servicer the request for reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such other instruments releasing the lien of the
Mortgage as have been provided by the Master Servicer to the Trustee, together
with the Mortgage Note with written evidence of cancellation thereon, and the
Trustee shall have no further responsibility with respect to said Mortgage File.
Upon any such payment in full, or the receipt of such notification, the Master
Servicer is authorized to procure from the Trustee under the deed of trust which
secured the Mortgage Note, if any, a deed of full reconveyance covering the
property encumbered by such deed of trust, which assignment of deed of trust,
except as otherwise provided by any applicable law, shall be recorded by the
Master Servicer in the appropriate land records in the jurisdiction in which the
assignment of deed of trust is recorded, or, as the case may be, to procure from
the Trustee an instrument of satisfaction or, if the Mortgagor so requests, an
assignment without recourse, which deed of reconveyance, instrument of
satisfaction or assignment shall be delivered by the Master Servicer to the
Person or Persons entitled thereto. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Certificate Account or to the Trustee.
(b) From time to time as is appropriate for the servicing or
foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the
Trustee a certificate of a Servicing Officer requesting that possession of all,
or any document constituting part of, the Mortgage File
74
<PAGE> 81
be released to the Master Servicer and certifying as to the reason for such
release and that such release will not invalidate any insurance coverage
provided in respect of the Mortgage Loan under any of the insurance policies
required by this Agreement. With such certificate, the Master Servicer shall
require that the Trustee release the Mortgage File, and, within five Business
Days, the Trustee shall deliver the Mortgage File or any document therein to the
Master Servicer. The Master Servicer shall cause each Mortgage File or any
document therein so released to be returned to the Trustee when the need
therefor by the Master Servicer no longer exists, unless (i) the Mortgage Loan
has been liquidated and the Net Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Certificate 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 Master Servicer has delivered to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery.
(c) Upon written request of the Master Servicer, the Trustee
shall execute and deliver to the Master Servicer any court pleadings, requests
for trustee's sale or other documents prepared by and delivered by the Master
Servicer to the Trustee 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. Together
with such documents or pleadings, the Master Servicer shall deliver to the
Trustee a certificate of a Servicing Officer requesting that such pleadings or
documents be executed by the Trustee and certifying as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate any insurance coverage under the insurance
policies required under this Agreement or 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 5.23. Servicing and Other Compensation. The Master
Servicer, as compensation for its activities hereunder, shall be entitled to
receive, on or prior to each Remittance Date, the amounts provided for as the
Servicing Fee and as reimbursement for Nonrecoverable Advances, Servicing
Advances and reimbursement for Advances, all as specified by Section 5.09. The
amount of compensation or reimbursement provided for shall be accounted for on a
Mortgage Loan-by-Mortgage Loan basis.
Additional servicing compensation in the form of assumption
fees, prepayment fees and late payment charges shall be retained by the Master
Servicer, to the extent permitted by applicable law. The Master Servicer shall
be required to pay all expenses incurred by it in connection with its servicing
activities hereunder (including the fees and expenses of the Trustee and any
Sub-Servicer) and shall not be entitled to reimbursement therefor except as
specifically provided in Sections 5.09 and 5.21.
75
<PAGE> 82
Section 5.24. [Reserved]
Section 5.25. Annual Statement as to Compliance. The Master
Servicer will deliver to the Company and the Trustee on or before April 15 of
each year, beginning with the first April 15 that occurs at least six months
after the Cut-off Date, an Officers' Certificate stating, as to each signer
thereof, that (i) a review of the activities of the Master Servicer during the
preceding calendar year and of performance under this Agreement has been made
under such officer's supervision, (ii) to the best of such officer's knowledge,
based on such review, the Master Servicer has fulfilled all its obligations
under this Agreement throughout such year, or, if there has been a default in
the fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof and (iii) to the best of such
officer's knowledge, each Sub-Servicer has fulfilled its obligations under its
Sub-Servicing Agreement in all material respects, or if there has been a
material default in the fulfillment of such obligations, specifying such default
known to such officers and the nature and status thereof. Copies of such
statement shall be provided to each Rating Agency. Copies of such statement
shall also be provided by the Master Servicer to any Certificateholder upon
request. If the Master Servicer shall fail to provide such copies and a
Responsible Officer of the Trustee is aware that the Master Servicer has not so
provided copies, the Trustee shall provide such copies at the Master Servicer's
expense if the Trustee has received such statement.
Section 5.26. Annual Independent Public Accountants' Servicing
Report. On or before April 15 of each year, beginning with the first April 15
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants which is a
member of the American Institute of Certified Public Accountants to furnish a
statement to the Company and the Trustee to the effect that such firm has
examined certain documents and records relating to the servicing of the Mortgage
Loans and that, on the basis of such examination conducted substantially in
compliance with the Uniform Single Audit Program for Mortgage Bankers, such
servicing has been conducted in compliance with the manner of servicing set
forth in pooling and servicing agreements substantially similar to this
Agreement, except for (i) such exceptions as such firm shall believe to be
immaterial and (ii) such other exceptions as shall be set forth in such
statement. Copies of such statement shall be provided to each Rating Agency,
and, upon request, to the Certificateholders, by the Master Servicer, or by the
Trustee at the Master Servicer's expense if the Trustee has received such
statement and the Master Servicer shall fail to provide such copies and the
Trustee is aware that the Master Servicer has not so provided copies.
Section 5.27. Access to Certain Documentation; Rights of the
Company in Respect of the Master Servicer. The Master Servicer shall provide
access to the Trustee, Certificateholders which are savings and loan
associations, banks or insurance companies or examiners of any federal or state
banking or insurance regulatory authority to the documentation regarding the
Mortgage Loans if so required by applicable regulations of any regulatory
authority, such access to be afforded subject to reimbursement for expenses
without charge but only upon reasonable request and during normal business hours
at the offices of the Master Servicer designated by it. The Company may, but is
not obligated to, enforce the obligations of the Master
76
<PAGE> 83
Servicer under this Agreement and may, but is not obligated to, appoint and
cause a designee to perform, any defaulted obligations of the Master Servicer
hereunder or exercise the rights of the Master Servicer hereunder; provided that
the Master Servicer shall not be relieved of any of its obligations hereunder by
virtue of the appointment of a designee by the Company or its designee. The
Company shall not assume any responsibility or liability for any action or
failure to take action by the Master Servicer and is not obligated to supervise
the performance of the Master Servicer under this Agreement or otherwise.
Section 5.28. REMIC-Related Covenants. For as long as either
REMIC Pool shall exist, the Master Servicer and the Trustee shall act in
accordance herewith to assure continuing treatment of each REMIC Pool as a
REMIC. In particular:
(a) The Master Servicer shall not create, or permit the
creation of, any "interests" in either REMIC Pool within the meaning of Section
860G(a) of the Code other than the "regular interests" in the Master REMIC and
the Subsidiary REMIC designated as such in Section 2.04(a), the Subsidiary
Residual Interest and the Master Residual Interest;
(b) As of all times as may be required by the Code, the Master
Servicer will ensure that substantially all of the assets of each REMIC Pool
will consist of "qualified mortgages" as defined in section 860G(a)(3) of the
Code and "permitted investments" as defined in section 860G(a)(5) of the Code.
The Master Servicer and the Trustee, upon the direction of the Master Servicer,
also will maintain records that are sufficient to indicate each REMIC Pool's
compliance with applicable requirements of the Code (and applicable Proposed,
Temporary or final Treasury Regulations) relating to the assets held by the
Trust Fund. Further, the Master Servicer shall not permit and the Trustee shall
not accept the transfer or substitution of any Mortgage Loan other than pursuant
to Section 3.05 of this Agreement and the Master Servicer shall, in any case,
not permit substitution later than two years from the Closing Date unless the
Master Servicer and the Trustee have received an Opinion of Counsel, which will
not be an expense of the Trust Fund, that such transfer or substitution would
not adversely affect the REMIC status of either REMIC Pool or would not
otherwise be prohibited by this Agreement;
(c) The Master Servicer shall ensure that neither REMIC Pool
receives a fee or other compensation for services and that neither REMIC Pool
receives any income from assets other than "qualified mortgages" within the
meaning of section 860G(a)(3) of the Code or "permitted investments" within the
meaning of section 860G(a)(5) of the Code, and shall take whatever action it
deems necessary to avoid any material tax imposed by the Code on either REMIC
Pool; provided, however, that the neither REMIC Pool shall be prohibited from
recognizing its "net income from foreclosure property," as provided in section
860G(c) of the Code with respect to any Mortgage Loan foreclosed upon as
provided in Section 5.21;
(d) The Trustee shall not sell or permit the sale of all or
any portion of the Mortgage Loans or of any Eligible Investment unless such sale
is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement
or the Trustee has received an Opinion of Counsel, which will not be an expense
of the Trust Fund, to the effect that such sale (i) is pursuant to a
77
<PAGE> 84
"qualified liquidation" as defined in section 860F(a)(4) of the Code and as
described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited
transaction" within the meaning of section 860F(a)(2) of the Code that results
in the realization of a material amount of gain or loss for federal income tax
purposes;
(e) The Trustee shall not accept any contribution to either
REMIC Pool after the Startup Day without an Opinion of Counsel that such
contribution is included within the exceptions provided in Section 860G(d)(2) of
the Code and, therefore, will not be subject to the tax imposed by Section
860G(d)(1) of the Code; and
(f) Notwithstanding anything to the contrary in this
Agreement, the Master Servicer and the Trustee, at the direction of the Master
Servicer, shall take any other action or refuse to take any action otherwise
required (including adjusting the Purchase Price for any Mortgage Loan) where
the Master Servicer deems such action or inaction reasonably necessary to ensure
the REMIC status of each REMIC Pool under the Code and applicable regulations or
to avoid the imposition of any material tax liability on the Trust Fund that
will affect amounts distributable to the Certificateholders.
[End of Article V]
ARTICLE VI
PAYMENTS TO THE CERTIFICATEHOLDERS
Section 6.01. Distributions. (a) On each Remittance Date, the
Paying Agent shall apply an amount equal to the Available Distribution Amount,
the amount, if any, of Advances of the Master Servicer pursuant to Section 6.03
and amounts deposited into the Certificate Account pursuant to Section 6.05, in
the following order of priority:
(i) to the Non-PO Class IA Certificateholders, solely from the
Available Distribution Amount and Advances with respect to Mortgage
Group One and any amounts deposited in the Certificate Account pursuant
to Section 6.05 (exclusive of any Excess Interest to the extent
collected), all distributable amounts up to the amount distributable
pursuant to (b)(I)(i) below, but in no event in excess of the Non-PO
Class IA Distribution Amount;
(ii) the balance, if any, of the Available Distribution Amount
and Advances with respect to Mortgage Group One and any amounts
deposited in the Certificate Account pursuant to Section 6.05
(exclusive of any Excess Interest to the extent collected) shall be
allocated, pro rata (in accordance with the maximum amounts
distributable in accordance with this clause (ii)) between (A) the
Non-PO Class IA Certificateholders, the amounts distributable pursuant
to (b)(I)(iii) below, up to the amount, if any, equal to the difference
between (x) Non-PO Class IA Distribution Amount
78
<PAGE> 85
and (y) the amount distributable to the Non-PO Class IA Certificates
pursuant to (a)(i) above (such amount, the "Non-PO Class IA Principal
Distribution Amount"), and (B) the Class IA-P Certificateholders, the
Class IA-P Amount, in accordance with (b)(I)(ii) below;
(iii) to the Non-PO Class IIA Certificateholders, solely from
the Available Distribution Amount and Advances with respect to Mortgage
Group Two and any amounts deposited in the Certificate Account pursuant
to Section 6.05 (exclusive of any Excess Interest to the extent
collected), all distributable amounts up to the amount distributable
pursuant to (b)(II)(i) below, but in no event in excess of the Non-PO
Class IIA Distribution Amount;
(iv) the balance, if any, of the Available Distribution Amount
and Advances with respect to Mortgage Group Two and any amounts
deposited in the Certificate Account pursuant to Section 6.05
(exclusive of any Excess Interest to the extent collected) shall be
allocated, pro rata (in accordance with the maximum amounts
distributable in accordance with this clause (iv)) between (A) the
Non-PO Class IIA Certificateholders, the amounts distributable pursuant
to (b)(II)(iii) below, up to the amount, if any, equal to the
difference between (x) Non-PO Class IIA Distribution Amount and (y) the
amount distributable to the Non-PO Class IIA Certificates pursuant to
(a)(iii) above (such amount, the "Non-PO Class IIA Principal
Distribution Amount"), and (B) the Class IIA-P Certificateholders, the
Class IIA-P Amount, in accordance with (b)(II)(ii) below;
(v) to the extent that the Available Distribution Amount and
Advances with respect to Mortgage Group One and any amounts deposited
in the Certificate Account pursuant to Section 6.05 (exclusive of
Excess Interest to the extent collected) is insufficient to distribute
in full the amounts described in paragraphs (i) and (ii) above (such
shortfall, the "Class IA Deficiency Amount"), and the Available
Distribution Amount and Advances with respect to Mortgage Group Two and
any amounts deposited in the Certificate Account pursuant to Section
6.05 (exclusive of Excess Interest to the extent collected) exceeds the
amount required to distribute in full the amounts described in
paragraphs (iii) and (iv) above, such excess shall be distributed, to
the extent of available funds, in reduction of the Class IA Deficiency
Amount;
(vi) to the extent that the Available Distribution Amount and
Advances with respect to Mortgage Group Two and any amounts deposited
in the Certificate Account pursuant to Section 6.05 (exclusive of
Excess Interest to the extent collected) is insufficient to distribute
in full the amounts described in paragraphs (iii) and (iv) above (such
shortfall, the "Class IIA Deficiency Amount"), and the Available
Distribution Amount and Advances with respect to Mortgage Group One and
any amounts deposited in the Certificate Account pursuant to Section
6.05 (exclusive of Excess Interest to the extent collected) exceeds the
amount required to distribute in full the amounts described in
paragraphs (i) and (ii) above, such excess shall be distributed, to the
extent of available funds, in reduction of the Class IIA Deficiency
Amount;
79
<PAGE> 86
(vii) to the Class M Certificateholders, the balance, if any,
of the Available Distribution Amount and Advances (exclusive of any
Excess Interest to the extent collected) and any amounts deposited in
the Certificate Account pursuant to Section 6.05 after making the
distributions provided for in paragraphs (i) through (vi) above, in
accordance with, and up to the amount calculated pursuant to, Section
6.01(c) below;
(viii) to the Class B Certificateholders, the balance, if any,
of the Available Distribution Amount and Advances (exclusive of any
Excess Interest to the extent collected) and any amounts deposited in
the Certificate Account pursuant to Section 6.05 after making the
distributions provided for in paragraphs (i) through (vii) above, in
accordance with, and up to the amounts calculated pursuant to, Section
6.01(d) below;
(ix) to the Class R Certificateholders the balance, if any, of
the Available Distribution Amount and Advances (exclusive of any Excess
Interest to the extent collected) remaining after the distributions
provided for in paragraphs (i) through (viii) above; and
(x) to the Holders of the Chase Interest, Excess Interest.
(b)(I) Amounts payable to the Class IA Certificateholders on
any Remittance Date shall be distributed as follows:
(i) to the extent the amount available for distribution
pursuant to (a)(i) and (a)(v) is sufficient and subject to Section
6.05(b):
(A) to the Class IA-1 Certificateholders,
(1) one month's interest on the Outstanding Certificate
Principal Balance of the Class IA-1 Certificates at the
Certificate Rate plus (2) the Class IA-1 Shortfall from the
preceding Remittance Date;
(B) to the Class IA-2 Certificateholders,
(1) one month's interest on the Class A-2 Notional Amount at
the Certificate Rate plus (2) the Class IA-2 Shortfall from
the preceding Remittance Date; and
(C) to the Class IA-4 Certificateholders,
(1) one month's interest on the Outstanding Certificate
Principal Balance of the Class IA-4 Certificates at the
Certificate Rate plus (2) the Class IA-4 Shortfall from the
preceding Remittance Date;
(ii) to the Class IA-P Certificates, an amount (the "Class
IA-P Amount") equal to the sum of (A) the difference between (1) the
Mortgage Group One PO Allocated Amount as of the first day of the
related Due Period and (2) the Mortgage Group One PO Allocated Amount
as of the last day of the related Due Period (after application of
payments on Mortgage Loans in Mortgage Group One which were received or
were the
80
<PAGE> 87
subject of an Advance applicable to such Due Period), (B) the Class
IA-P Shortfall from the preceding Remittance Date and (C) any Class
IA-P Deferred Amount which has not been previously distributed to the
Class IA-P Certificateholders (provided, however, that no amounts in
respect of Class IA-P Deferred Amounts shall be distributed to the
Class IA-P Certificateholders except from Available Amounts), but in no
event more than the Outstanding Certificate Principal Balance of the
Class IA-P Certificates; and
(iii) The Non-PO Class IA Principal Distribution Amount shall be
distributed as follows:
(A) During such time as the aggregate Outstanding
Certificate Principal Balance of the Subordinated Certificates
is greater than zero:
first, to the Class IA-4 Certificates, up to the Class IA-4
Priority Amount;
second, to the Class IA-1 and Class IA-3 Certificates, pro
rata based upon their Outstanding Certificate Principal Balances, until
their Outstanding Certificate Principal
Balances have been reduced to zero; and
third, to the Class IA-4 Certificates, until their Outstanding
Certificate Principal Balance has been reduced to zero.
(B) During such time as the aggregate Outstanding
Certificate Principal Balance of the Subordinated Certificates equals
zero, distributions pursuant to this Section 6.01(b)(I)(iii) shall be
made pro rata among the outstanding Classes of Non-PO Class IA
Certificates in relation to the respective Outstanding Certificate
Principal Balances of such outstanding Classes, and not in accordance
with the sequence of payments among such Classes set forth in Section
6.01(b)(I)(iii)(A).
(iv) If the amount available for distribution to the Non-PO
Class IA Certificateholders pursuant to (a)(i) and (a)(v) above is
insufficient to make the distributions set forth in (b)(I)(i) above,
the Paying Agent shall distribute the available amounts to the Non-PO
Class IA Certificateholders pro rata in accordance with the amounts
otherwise distributable to them pursuant to (b)(I)(ii)(A)-(C) above.
(v) During such time as the aggregate Outstanding Certificate
Principal Balance of the Subordinated Certificates equals zero, if any
Realized Loss with respect to a Mortgage Loan in Mortgage Group One has
occurred, the amount of such Realized Loss shall be deemed a principal
distribution to the Holders of the outstanding Classes of Class IA
Certificates as follows. The Class IA-P Certificates shall bear the
portion, if any, of such Realized Loss equal to the product of (A) the
PO Percentage with respect to the applicable Mortgage Loan and (B) the
amount of the principal portion of the Realized Loss; and the remaining
Class IA Certificates shall bear the remaining portion of such Realized
Loss pro rata by reference to the Outstanding Certificate Principal
Balances of their Certificates and the Outstanding Certificate
Principal Balances of such Certificates shall be reduced accordingly
until such Outstanding Certificate Principal Balances have
81
<PAGE> 88
been reduced to zero. In the event that a recovery is made with respect
to any such Realized Loss, the amount of such recovery shall be
distributed on the next Remittance Date to the Class IA
Certificateholders pro rata in relation to the amount by which the
Outstanding Certificate Principal Balances of their Certificates were
reduced pursuant to the preceding sentence. To the extent a Realized
Loss with respect to a Mortgage Loan in Mortgage Group One results in a
reduction in the aggregate Outstanding Certificate Principal Balance of
the Class M and Class B Certificates to zero, any amounts of such
Realized Loss in excess of the amount necessary to reduce the aggregate
Outstanding Certificate Principal Balance of the Class M and Class B
Certificates to zero shall be subject to the provisions of this
paragraph.
(b)(II) Amounts payable to the Class IIA Certificateholders on
any Remittance Date shall be distributed as follows:
(i) to the extent the amount available for distribution pursuant to
(a)(ii) and (a)(vi) is sufficient and subject to Section 6.05(b):
(A) to the Class IIA-1 Certificateholders,
(1) one month's interest on the Outstanding Certificate
Principal Balance of the Class IIA-1 Certificates at the
Certificate Rate plus (2) the Class IIA-1 Shortfall from the
preceding Remittance Date.
(ii) to the Class IIA-P Certificates, an amount (the "Class
IIA-P Amount") equal to the sum of (A) the difference between (1) the
Mortgage Group Two PO Allocated Amount as of the first day of the
related Due Period and (2) the Mortgage Group Two PO Allocated Amount
as of the last day of the related Due Period (after application of
payments on Mortgage Loans in Mortgage Group Two which were received or
were the subject of an Advance applicable to such Due Period), (B) the
Class IIA-P Shortfall from the preceding Remittance Date and (C) any
Class IIA-P Deferred Amount which has not been previously distributed
to the Class IIA-P Certificateholders (provided, however, that no
amounts in respect of Class IIA-P Deferred Amounts shall be distributed
to the Class IIA-P Certificateholders except from Available Amounts),
but in no event more than the Outstanding Certificate Principal Balance
of the Class IIA-P Certificates; and
(iii) The Non-PO Class IIA Principal Distribution Amount shall
be distributed to the Class IIA-1 Certificates until their Outstanding
Certificate Principal Balance has been reduced to zero.
(iv) During such time as the aggregate Outstanding Certificate
Principal Balance of the Subordinated Certificates equals zero, if any
Realized Loss with respect to a Mortgage Loan in Mortgage Group Two has
occurred, the amount of such Realized Loss shall be deemed a principal
distribution to the Holders of the outstanding Classes of Class IIA
Certificates as follows. The Class IIA-P Certificates shall bear the
portion, if any, of such Realized Loss equal to the product of (A) the
PO Percentage with respect to the applicable Mortgage Loan and (B) the
amount of the principal portion of the Realized
82
<PAGE> 89
Loss; and the Class IIA-1 Certificates shall bear the remaining portion
of such Realized Loss and the Outstanding Certificate Principal
Balances of such Certificates shall be reduced accordingly until such
Outstanding Certificate Principal Balances have been reduced to zero.
In the event that a recovery is made with respect to any such Realized
Loss, the amount of such recovery shall be distributed on the next
Remittance Date to the Class IIA Certificateholders pro rata in
relation to the amount by which the Outstanding Certificate Principal
Balances of their Certificates were reduced pursuant to the preceding
sentence. To the extent a Realized Loss results in a reduction in the
aggregate Outstanding Certificate Principal Balance of the Class M and
Class B Certificates to zero, any amounts of such Realized Loss in
excess of the amount necessary to reduce the aggregate Outstanding
Certificate Principal Balance of the Class M and Class B Certificates
to zero shall be subject to the provisions of this paragraph.
(c)(i) Subject to Section 6.05(b), amounts payable on any Remittance
Date to the Class M Certificateholders pursuant to Section 6.01(a)(vii) shall be
distributed up to an amount equal to (A) one month's interest on the Outstanding
Certificate Principal Balance of the Class M Certificates at the Certificate
Rate plus (B) the Class M Shortfall from the preceding Remittance Date plus (C)
the portion of the Subordinated Principal Distribution Amount allocable
(pursuant to Section 6.01(e)) to the Class M Certificates plus (D) any
Carry-over Subordinated Principal Amounts with respect to the Class M
Certificates.
(ii) During such time as the aggregate Outstanding Certificate
Principal Balance of the Class B Certificates equals zero, if a Realized Loss
has occurred with respect to a Liquidated Mortgage Loan, the amount of such
Realized Loss shall be borne entirely by the Class M Certificates and the
Outstanding Certificate Principal Balance of the Class M Certificates shall be
reduced accordingly. In the event that a recovery is made with respect to any
such Realized Loss, the amount of such recovery shall be distributed on the next
Remittance Date to the Class M Certificateholders pro rata in relation to the
amount by which the Outstanding Certificate Principal Balances of their
Certificates were reduced pursuant to the preceding sentence; provided, however,
that the amount of any such recovery shall be distributed first to the Class A
Certificateholders up to the amount, if any, to which such Realized Loss was
allocated to the Class A Certificateholders. To the extent a Realized Loss
results in a decrease in the aggregate Outstanding Certificate Principal Balance
of the Class B Certificates to zero, any amount of Realized Loss in excess of
the amount necessary to decrease the aggregate Outstanding Certificate Principal
Balance of the Class B Certificates to zero shall be subject to the provisions
of this paragraph.
(d)(i) Subject to Section 6.05(b), amounts payable on any Remittance
Date to the Class B Certificateholders pursuant to Section 6.01(a)(viii) shall
be distributed in the following priority:
(1) first, to the Class B-1 Certificateholders, up to an
amount equal to (A) one month's interest on the Outstanding Certificate
Principal Balance of the Class B-1 Certificates at the Certificate Rate plus (B)
the Class B-1 Shortfall from the preceding Remittance Date plus (C) the pro rata
portion, if any, of the Subordinated Principal Distribution Amount allocable to
the Class B-1 Certificates in accordance with Section 6.01(e) plus (D) any
Carry-over Subordinated
83
<PAGE> 90
Principal Amounts with respect to the Class B-1 Certificates plus (E) any
portion of the Subordinated Principal Distribution Amount allocated to the Class
M Certificates in excess of the Outstanding Certificate Principal Balance of
such Class;
(2) second, to the Class B-2 Certificateholders, up to an
amount equal to (A) one month's interest on the Outstanding Certificate
Principal Balance of the Class B-2 Certificates at the Certificate Rate plus (B)
the Class B-2 Shortfall from the preceding Remittance Date plus (C) the pro rata
portion, if any, of the Subordinated Principal Distribution Amount allocable to
the Class B-2 Certificates in accordance with Section 6.01(e) plus (D) any
Carry-over Subordinated Principal Amounts with respect to the Class B-2
Certificates plus (E) any portion of the Subordinated Principal Distribution
Amount allocated to the Class B-1 Certificates in excess of the Outstanding
Certificate Principal Balance of such Class;
(3) third, to the Class B-3 Certificateholders, up to an
amount equal to (A) one month's interest on the Outstanding Certificate
Principal Balance of the Class B-3 Certificates at the Certificate Rate plus (B)
the Class B-3 Shortfall from the preceding Remittance Date plus (C) the pro rata
portion, if any, of the Subordinated Principal Distribution Amount allocable to
the Class B-3 Certificates in accordance with Section 6.01(e) plus (D) any
Carry-over Subordinated Principal Amounts with respect to the Class B-3
Certificates plus (E) any portion of the Subordinated Principal Distribution
Amount allocated to the Class B-2 Certificates in excess of the Outstanding
Certificate Principal Balance of such Class;
(4) fourth, to the Class B-4 Certificateholders, up to an
amount equal to (A) one month's interest on the Outstanding Certificate
Principal Balance of the Class B-4 Certificates at the Certificate Rate plus (B)
the Class B-4 Shortfall from the preceding Remittance Date plus (C) the pro rata
portion, if any, of the Subordinated Principal Distribution Amount allocable to
the Class B-4 Certificates in accordance with Section 6.01(e) plus (D) any
Carry-over Subordinated Principal Amounts with respect to the Class B-4
Certificates plus (E) any portion of the Subordinated Principal Distribution
Amount allocated to the Class B-3 Certificates in excess of the Outstanding
Certificate Principal Balance of such Class; and
(5) fifth, to the Class B-5 Certificateholders, up to an
amount equal to (A) one month's interest on the Outstanding Certificate
Principal Balance of the Class B-5 Certificates at the Certificate Rate plus (B)
the Class B-5 Shortfall from the preceding Remittance Date plus (C) the pro rata
portion, if any, of the Subordinated Principal Distribution Amount allocable to
the Class B-5 Certificates in accordance with Section 6.01(e) plus (D) any
Carry-over Subordinated Principal Amounts with respect to the Class B-5
Certificates plus (E) any portion of the Subordinated Principal Distribution
Amount allocated to the Class B-4 Certificates in excess of the Outstanding
Certificate Principal Balance of such Class.
(ii) During such time as the Class B Percentage is greater
than 0%, if any Realized Loss has occurred with respect to a Liquidated Mortgage
Loan, the amount of such Realized Loss shall be borne entirely by the Class B
Certificates, and their Outstanding Certificate Principal Balance shall be
reduced, accordingly, in the following order of priority: first, by the Class
B-5 Certificates until their Outstanding Certificate Principal Balance has been
reduced to zero; second, by the Class B-4 Certificates until their Outstanding
Certificate Principal Balance
84
<PAGE> 91
has been reduced to zero; third, by the Class B-3 Certificates until their
Outstanding Certificate Principal Balance has been reduced to zero; fourth, by
the Class B-2 Certificates until their Outstanding Certificate Principal Balance
has been reduced to zero; and fifth, by the Class B-1 Certificates until their
Outstanding Certificate Principal Balance has been reduced to zero.
(e) On each Remittance Date, the Subordinated Principal
Distribution Amount shall be allocated among the Classes of Subordinated
Certificates entitled, pursuant to the next succeeding sentence, to an
allocation of principal on such Remittance Date pro rata based upon the
Outstanding Certificate Principal Balances of all such Classes so entitled. With
respect to the Subordinated Certificates, on each Remittance Date, principal
shall be distributable to (1) any Class of Subordinated Certificates which has
current Credit Support (before giving effect to any distribution of principal
and any Realized Losses allocable on such Remittance Date) greater than or equal
to the Original Credit Support for such Class; (2) the Class having the lowest
numerical class designation of any outstanding Class of Subordinated
Certificates which does not meet the criteria in (1) above; and (3) the Class
B-5 Certificates if all other outstanding Classes of Subordinated Certificates
meet the criteria in (1) above or if no other Class of Subordinated Certificates
is outstanding; provided, however, that no Class of Subordinated Certificates
shall receive any distributions of principal if any Class of Subordinated
Certificates having a lower numerical class designation than such Class fails to
meet the criteria in (1) above. For purposes of this paragraph, the Class M
Certificates shall be deemed to have a lower numerical class designation than
each Class of Class B Certificates.
(f) As between (i) any Class or Classes of Subordinated
Certificates (a "Reduced Class") with respect to which a reduction in the
Outstanding Certificate Principal Balance of such Class or Classes has occurred
pursuant to the proviso in the definition of "Outstanding Certificate Principal
Balance" (a "Reduction") and (ii) the Class R Certificates, if any recovery is
made with respect to any amounts the prior nonreceipt of which resulted in a
Reduction, to the extent not otherwise distributable to the Class A
Certificates, such amounts will be distributed to the Reduced Classes then
outstanding, in accordance with their respective payment priorities, in each
case up to the amount of any Reduction with respect to such Class.
(g) The Master Servicer shall provide the Paying Agent (with a
copy simultaneously delivered to the Trustee) with the above calculation to make
the distribution to Certificateholders, and shall specify, with respect to each
Certificateholder, the manner in which payment shall be effected, on each
Remittance Date and the Paying Agent shall have no responsibility for such
calculation. All distributions made to Certificateholders of any Class on each
Remittance Date will be made to the Certificateholders of the respective Class
of record on the next preceding Record Date, except that the final distribution
with respect to each Class shall be made as provided in the forms of
Certificates. All distributions made to Certificateholders shall be based on the
Percentage Interest of the Class represented by their respective Certificates,
and shall be made either by wire transfer in immediately available funds to the
account of such Holder at a bank or other financial or depository institution
having appropriate facilities therefor, if such Holder has so notified the
Master Servicer in writing at least 10 Business Days prior to the first
Remittance Date for which distribution by wire transfer is to be made and such
Holder's Certificates of such Class in the aggregate evidence an original
denomination of not less than $5,000,000 in principal amount (or, in the case of
the Class IA-2 Certificates, the Class IA-2
85
<PAGE> 92
Notional Amount) or such Holder holds a 100% Percentage Interest of such Class
or, if not, by check mailed to the address of the Person entitled thereto as it
appears on the Certificate Register, except that the final distribution in
retirement of the Certificates will be made only upon presentation and surrender
of the Certificates at the Corporate Trust Office or such other agency of the
Trustee specified in the final distribution notice to Certificateholders. If on
any Determination Date, the Master Servicer determines that there are no
Mortgage Loans outstanding and no other funds or assets in the Trust Fund other
than the funds in the Certificate Account, the Master Servicer shall direct the
Trustee promptly to send the final distribution notice to each Certificateholder
specifying the manner in which the final distribution will be made.
Section 6.02. Statements to the Certificateholders. (a) Not
later than the second Business Day prior to each Remittance Date, the Master
Servicer shall send to the Paying Agent and the Trustee the relevant information
for purposes of this Section 6.02. Not later than each Remittance Date, the
Paying Agent shall send to each Certificateholder, the Company, the Trustee (if
other than the Paying Agent), any co-trustee, the holder of the Chase Interest
and each Rating Agency a statement setting forth the following information,
after giving effect to the distributions to be made by the Paying Agent pursuant
to Section 6.01 on or as of such Remittance Date:
(i) with respect to each Class of Certificates the amount of
such distribution to Holders of such Class allocable to principal;
(ii) with respect to each Class of Certificates the amount of
such distribution to Holders of such Class allocable to interest;
(iii) the aggregate amount of any Principal Prepayments and
Repurchase Proceeds included in the distributions to
Certificateholders, in each case, both in the aggregate and by Mortgage
Group;
(iv) the amount of any Advances by the Master Servicer
pursuant to Section 6.03, both in the aggregate and by Mortgage Group;
(v) the number of Outstanding Mortgage Loans, both in the
aggregate and by Mortgage Group, and the Mortgage Pool Principal
Balance, both in the aggregate and by Mortgage Group, as of the close
of business as of the end of the related Principal Prepayment Period;
(vi) the related amount of the Servicing Fees (as adjusted
pursuant to Section 6.05) retained or withdrawn from the Certificate
Account by the Master Servicer;
(vii) the number and aggregate principal amounts of Mortgage
Loans (A) delinquent (1) one Monthly Payment, (2) two Monthly Payments
and (3) three or more Monthly Payments and (B) in foreclosure, in each
case, as of the end of the related Principal Prepayment Period, in each
case, both in the aggregate and by Mortgage Group;
86
<PAGE> 93
(viii) the book value (as determined by the Master Servicer),
the number and the principal balance of Mortgage Loans with respect to
any real estate acquired through foreclosure or grant of a deed in lieu
of foreclosure, in each case, both in the aggregate and by Mortgage
Group;
(ix) all Advances recovered during the related Due Period;
(x) with respect to the following Remittance Date, the Class A
Percentage, the Class IA Percentage, the Class IIA Percentage, the
Class M Percentage, the Class B Percentage, the Class A Principal
Balance, the Class IA Principal Balance, the Class IIA Principal
Balance, the Class M Principal Balance, the Class B Principal Balance,
the Non- PO Class A Percentage, the Non-PO Class IA Percentage, the
Non-PO Class IIA Percentage, the Non-PO Class A Prepayment Percentage,
the Non-PO Class IA Prepayment Percentage, the Non-PO Class IIA
Prepayment Percentage and the level of Credit Support, if any, with
respect to each Class of Subordinated Certificates;
(xi) the aggregate amount of Realized Losses during the
related Due Period, the allocation thereof to each Class of
Certificates and the aggregate amount of Realized Losses since the
Cut-off Date, both in the aggregate and by Mortgage Group;
(xii) the Outstanding Certificate Principal Balance of each
Class of Certificates after giving effect to the distributions to each
Class on such Remittance Date; and
(xiii) the amount of Compensating Interest Shortfalls on such
Remittance Date.
The Paying Agent's responsibility for sending the above
information to the Certificateholders is limited to the availability, timeliness
and accuracy of the information derived from the Master Servicer.
Upon reasonable advance notice in writing if required by
federal regulation, the Master Servicer will provide to each Certificateholder
which is a savings and loan association, bank or insurance company certain
reports and access to information and documentation regarding the Mortgage Loans
sufficient to permit such Certificateholder to comply with applicable
regulations of regulatory authorities with respect to investment in the
Certificates; provided, that the Master Servicer shall be entitled to be
reimbursed by each such Certificateholder for the Master Servicer's actual
expenses incurred in providing such reports and access.
(b) The Master Servicer shall cause to be prepared, and the
Master Servicer or the Trustee, as required by applicable law, shall file, any
and all tax returns, information statements or other filings required to be
delivered to Certificateholders and any governmental taxing authority pursuant
to any applicable law with respect to the Trust Fund and the transactions
contemplated hereby (the Master Servicer or the Trustee may, at its option but
with the consent of the other, which consent shall not be unreasonably withheld,
appoint an organization which regularly engages in the preparation and filing of
such documents on a continuous basis for profit and which represents itself to
be expert in such matters) and the Master
87
<PAGE> 94
Servicer shall maintain a record of the information necessary for the
application of Section 860E(e) of the Code and shall make such information
available as required by Section 860D(a)(6) of the Code; provided, however, that
the Master Servicer shall notify the Trustee of the Trustee's obligation to make
any such filings and that any fees of the organization appointed as provided
above shall be paid by the Master Servicer; and provided further that if an
organization is employed, as described above, to prepare and file any such
filings, neither the Trustee nor the Master Servicer shall be liable for any
errors by such organization.
Section 6.03. Advances by the Master Servicer. If, on any
Determination Date, the Master Servicer determines that any Monthly Payments due
on the immediately preceding Due Date have not been received, the Master
Servicer shall, unless it determines in its sole discretion that such amounts
will not be recoverable from Late Collections, Liquidation Proceeds or
otherwise, make an Advance on or before the related Remittance Date in an amount
equal to the amount of such delinquent Monthly Payments, after adjustment of any
delinquent interest payment for the Servicing Fee. For purposes of this Section
6.03, the delinquent Monthly Payments referred to in the preceding sentence
shall be deemed to include an amount equal to the Monthly Payments that would
have been due on Mortgage Loans which have been foreclosed or otherwise
terminated and in connection with which the Master Servicer acquired and
continues to own the Mortgaged Properties on behalf of the Certificateholders.
If the Master Servicer makes an Advance, it shall on or prior to such Remittance
Date either (i) deposit in the Certificate Account an amount equal to such
Advance, (ii) cause to be made an appropriate entry in the records of the
Certificate Account that funds in such account being held for future
distribution or withdrawal have been, as permitted by this Section 6.03, used by
the Master Servicer to make such Advance or (iii) make Advances in the form of
any combination of clauses (i) and (ii) aggregating the amount of such Advance.
Any funds being held in the Certificate Account for future distribution to
Certificateholders and so used pursuant to clause (ii) or (iii) above shall be
replaced by the Master Servicer from its own funds by deposit into the
Certificate Account on or before any subsequent Remittance Date to the extent
that funds in the Certificate Account on such Remittance Date shall be less than
the amount of payments required to be made to Certificateholders on such
Remittance Date. Any such Advance shall be included with the distribution to the
Certificateholders on the related Remittance Date. If the Master Servicer
determines not to make a Nonrecoverable Advance, it shall on the related
Determination Date furnish to the Trustee, any co-trustee, and each Rating
Agency notice of such determination. The Master Servicer shall be entitled to be
reimbursed from the Certificate Account for all Advances and Nonrecoverable
Advances as provided in Section 5.09. In the event that the Master Servicer
determines not to make an Advance required by this Section on any Remittance
Date it shall provide the Trustee and any co-trustee with notice of such
determination no later than three Business Days prior to such Remittance Date.
Section 6.04. Allocation of Realized Losses. (a) Prior to each
Determination Date, the Master Servicer shall determine (i) the total amount of
Realized Losses, if any, incurred during the related Principal Prepayment
Period; and (ii) the respective portions of such Realized Losses allocable to
interest and to principal.
(b) The principal portion of any Realized Losses shall be
allocated as follows: first, to the Class B Certificates, in accordance with
Section 6.01(d)(ii), second to the Class M
88
<PAGE> 95
Certificates (in each case until the Outstanding Certificate Principal Balance
thereof has been reduced to zero) and third, the remainder thereof shall be
allocated to the Class A Certificates, in accordance with Sections 6.01(b)(I)(v)
and Section 6.01(b)(II)(iv).
(c) 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
Remittance Date. All Realized Losses and all other losses allocated to a Class
of Certificates hereunder will be allocated among the Certificates of such Class
in proportion to the Percentage Interests evidenced thereby.
Section 6.05. Compensating Interest; Allocation of Certain
Interest Shortfalls.
(a) Upon a Principal Prepayment of a Mortgage Loan, the Master
Servicer shall deposit into the Certificate Account from its own funds, as a
reduction of its servicing compensation hereunder, an amount, if any, by which
the amount of the interest that would otherwise accrue with respect to such
Mortgage Loan from the date of prepayment to the Due Date in the related Due
Period at the Remittance Rate exceeds the amount of the interest (adjusted to
the Remittance Rate) collected from the Mortgagor with respect to such period
(such amount, "Compensating Interest"); provided, however, that the Master
Servicer's obligation to deposit any such amount is limited to the aggregate
Servicing Fees (without regard to the entitlement of the Master Servicer to a
Servicing Fee with respect to the Mortgage Loan being prepaid) received by the
Master Servicer for the related Remittance Date.
(b) On any Remittance Date, if the amount deposited in the
Certificate Account pursuant to (a) above for such Remittance Date is less than
the Compensating Interest for such Remittance Date, the amount of interest
payable to Class A, Class M and Class B Certificateholders on such Remittance
Date pursuant to Sections 6.01(b)(I)(i), 6.01(b)(II)(i), 6.01(c)(i)(A),
6.01(d)(i)(1)(A), 6.01(d)(i)(2)(A), 6.01(d)(ii)(3)(A), 6.01(d)(i)(4)(A) and
6.01(d)(i)(5)(A) shall be reduced by the amount of such difference (any such
difference, a "Compensating Interest Shortfall"). On any Remittance Date,
Compensating Interest Shortfalls shall be allocated pro rata among the
outstanding Classes of Class A, Class M and Class B Certificates based on the
amount of interest to which each such Class would otherwise be paid on such
Remittance Date had there been no such Compensating Interest Shortfall.
(c) The interest portion of any Realized Losses ("Realized
Loss Interest Shortfall") shall be allocated as follows: first, to the Class B-5
Certificates, second, to the Class B-4 Certificates, third, to the Class B-3
Certificates, fourth, to the Class B-2 Certificates, fifth, to the Class B-1
Certificates, sixth, to the Class M Certificates, in each case until the
Outstanding Certificate Principal Balance thereof has been reduced to zero, and
seventh, the remainder thereof shall be allocated to the Non-PO Class IA
Certificates (in the case of a Realized Loss with respect to a Mortgage Loan in
Mortgage Group One) or the Non-PO Class IIA Certificates (in the case of a
Realized Loss with respect to a Mortgage Loan in Mortgage Group Two).
89
<PAGE> 96
Section 6.06. Subordination. The rights of the Class B
Certificateholders to receive distributions in respect of the Class B
Certificates on any Remittance Date shall be subordinated to the rights of the
Class A and Class M Certificateholders to receive distributions in respect of
the Class A and Class M Certificates. The rights of the Class M
Certificateholders to receive distributions in respect of the Class M
Certificates on any Remittance Date shall be subordinated to the rights of the
Class A Certificateholders to receive distributions in respect of the Class A
Certificates. The rights of the Class B-1 Certificateholders to receive
distributions in respect of the Class B-1 Certificates on any Remittance Date
shall be subordinate to the rights of the Class A and Class M Certificateholders
to receive distributions in respect of such Class A and Class M Certificates.
Each Class of Class B Certificates (other than the Class B-1 Certificates) is
subordinated to the Class A Certificates, the Class M Certificates and each
Class of Class B Certificates having a lower numerical class designation than
such Class of Class B Certificates. Neither the rights of the Master Servicer,
as servicer, to receive funds from the Certificate Account, pursuant to Section
5.09, on account of the Servicing Fee (except as provided in Section 6.05) in
respect of each Mortgage Loan, assumption fees, late payment charges and other
mortgagor charges, reimbursement of Advances and expenses or otherwise, nor the
rights of the holders of the Chase Interest to receive Excess Interest, shall be
subordinated to the rights of the Class A, Class M or Class B
Certificateholders. Amounts held by the Master Servicer or the Trustee for
future distribution to the Class M or Class B Certificateholders, including,
without limitation, in the Certificate Account, shall not be distributed in
respect of the Class M or Class B Certificates except in accordance with the
terms of this Agreement. The Class B Certificateholders are deemed to have
granted a security interest in such amounts to the Class A and Class M
Certificateholders to secure the rights of the Class A and Class M
Certificateholders to receive distributions in priority over the Class B
Certificateholders. The Class M Certificateholders are deemed to have granted a
security interest in such amounts to the Class A Certificateholders to secure
the rights of the Class A Certificateholders to receive distributions in
priority over the Class A Certificateholders.
ARTICLE VII
REPORTS TO BE PREPARED BY MASTER SERVICER
Section 7.01. Master Servicer Shall Provide Information as
Reasonably Required. The Master Servicer shall furnish to the Trustee, during
the term of this Agreement, such periodic, special, or other reports or
information, whether or not provided for herein, as shall be necessary,
reasonable, or appropriate in respect to the Trustee, or otherwise in respect to
the purposes of this Agreement, all such reports or information to be as
provided by and in accordance with such applicable instructions and directions
as the Trustee may reasonably require.
Section 7.02. Federal Information Returns and Reports to
Certificateholders.
(a) For Federal income tax purposes, the taxable year of the
Trust Fund shall be a calendar year and the Master Servicer shall maintain or
cause the maintenance of the books of the Trust Fund on the accrual method of
accounting.
90
<PAGE> 97
(b) The Master Servicer shall prepare and file or cause to be
filed with the Internal Revenue Service federal tax or information returns with
respect to the Trust Fund and the Certificates containing such information and
at the times and in the manner as may be required by the Code or applicable
Treasury regulations, and shall furnish to each Holder of Certificates at any
time during the calendar year for which such returns or reports are made such
statements or information at the times and in the manner as may be required
thereby. Without limitation on any other requirement of this Section 7.02, the
Master Servicer shall make available the information necessary for the
application of Section 860E(e) of the Code within 60 days of such request. With
respect to the Class R Certificate, the Master Servicer shall provide such
information or cause such information to be provided to (i) the Internal Revenue
Service, (ii) the transferor of a Class R Certificate to a Disqualified
Organization and (iii) a Pass-Thru Entity that holds a Class R Certificate with
one or more record holders that are Disqualified Organizations. The Master
Servicer also shall provide or cause to be provided promptly the above described
computation and information relating to the tax on transfers to Disqualified
Organizations or holdings by Pass-Thru Entities within 60 days after becoming
aware of the transfer to a Disqualified Organization or Pass-Thru Entity with
one or more Disqualified Organization owners, as the case may be. In addition,
except as may be provided in Treasury Regulations, any person holding an
interest in a Pass-Thru Entity as a nominee for another will, with respect to
such interest, be treated as a Pass- Thru Entity. In connection with the
foregoing, the Master Servicer shall provide the name, address and telephone
number of the person who can be contacted to obtain information required to be
reported to the holders of regular interests in either REMIC Pool (the "REMIC
Reporting Agent") as required by IRS Form 8811. The Trustee hereby designates
Michael D. Katz to serve as the REMIC Reporting Agent. The Master Servicer shall
indicate the elections to treat each REMIC Pool as a REMIC (which election shall
apply to the taxable period ending December 31, 1996 and each calendar year
thereafter) in such manner as the Code or applicable Treasury regulations may
prescribe. The Trustee shall sign all tax information returns filed pursuant to
this Section 7.02 and any other returns as may be required by the Code, and in
doing so shall rely entirely upon, and shall have no liability for information
provided by, or calculations provided by, the Master Servicer. The Master
Servicer is hereby designated as the "tax matters person" (within the meaning of
Treas. Reg. Section 1.860F-4(d)) for each REMIC Pool. Any Holder of a Class R
Certificate will by acceptance thereof so appoint the Master Servicer as agent
and attorney-in-fact for the purpose of acting as tax matters person. In the
event that the Code or applicable Treasury Regulations prohibit the Trustee from
signing tax or information returns or other statements, or the Master Servicer
from acting as tax matters person (as an agent or otherwise), the Trustee or the
Master Servicer, as the case may be, shall take whatever action that in its sole
good faith judgment is necessary for the proper filing of such information
returns or for the provision of a tax matters person, including designation of
the Holder of a Class R Certificate to sign such returns or act as tax matters
person. Each Holder of a Class R Certificate shall be bound by this Section 7.02
by virtue of its acceptance of a Class R Certificate.
[End of Article VII]
91
<PAGE> 98
ARTICLE VIII
THE COMPANY AND THE MASTER SERVICER
Section 8.01. Indemnification; Third Party Claims. The Master
Servicer agrees to indemnify the Company and the Trustee and hold the Company
and the Trustee, their officers, employees and agents harmless against any and
all claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, fees and expenses that the Company or the
Trustee may sustain in any way related to failure of the Master Servicer to
perform its duties and service the Mortgage Loans in compliance with the terms
of this Agreement; provided that no such indemnification shall be required with
respect to acts of a prior Master Servicer. The Master Servicer shall
immediately notify the Company and the Trustee if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans, assume (with the
consent of the Company and the Trustee) the defense of any such claim and pay
all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it,
the Company or the Trustee in respect of such claim. This right to
indemnification shall survive the termination of this Agreement.
Section 8.02. Merger or Consolidation of the Company or the
Master Servicer. The Company and the Master Servicer will each keep in full
effect its existence, rights and franchises as a corporation, and will obtain
and preserve its qualification to do business as a foreign corporation in each
jurisdiction 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 duties under this Agreement. The Master
Servicer will not sell all or substantially all of its assets without the prior
written consent of the Company and the Trustee.
Any person into which the Company or the Master Servicer may
be merged or consolidated, or to whom the Company or the Master Servicer has
sold substantially all of its assets, or any corporation resulting from any
merger, conversion or consolidation to which the Company or the Master Servicer
shall be a party, or any Person succeeding to the business of the Company or the
Master Servicer, shall be the successor of the Company or the Master Servicer
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall satisfy the requirements of Section 8.05 with respect
to the qualifications of a successor to the Master Servicer.
Notwithstanding anything else in this Section 8.02 and Section
8.04 to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is approved in advance in writing by
the Trustee and the Company, is willing to service the Mortgage Loans and
executes and delivers to the Company and the Trustee an agreement, in form and
substance reasonably satisfactory to the Company and 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 the Master
Servicer under this Agreement; provided further that each Rating Agency's rating
of any of the Classes of Certificates that have been rated in effect
92
<PAGE> 99
immediately prior to such assignment and delegation will not be qualified or
reduced or withdrawn as a result of such assignment and delegation. In the case
of any such assignment and delegation, the Master Servicer shall be released
from its obligations as Master Servicer under this Agreement, except that the
Master Servicer shall remain liable for all liabilities and obligations incurred
by it as Master Servicer hereunder prior to the satisfaction of the conditions
to such assignment and delegation set forth in the next preceding sentence.
Section 8.03. Limitation on Liability of the Company, the
Master Servicer, the Trustee and Others. Neither the Company, the Master
Servicer nor any of the directors, officers, employees or agents of the Company
or the Master Servicer shall be under any liability to the Trustee 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 Company or the
Master Servicer against any breach of warranties or representations made herein,
or failure to perform its obligations in strict compliance with this Agreement,
or any liability which would otherwise be imposed by reason of any breach of the
terms and conditions of this Agreement. The Company, the Master Servicer, the
Trustee, and any director, officer, employee or agent of the Company, the Master
Servicer or the Trustee 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. Neither the Company, the Trustee nor the Master Servicer
shall be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its respective duties to service the Mortgage Loans
in accordance with this Agreement and which in its opinion may cause it to incur
any expenses or liability; provided, however, that the Company, the Trustee or
the Master Servicer may in its discretion (and with the consent of the Trustee,
which consent shall not be unreasonably withheld) 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. In such event, the legal expenses and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities payable from the Certificate Account and the Company or
the Master Servicer shall be entitled to be reimbursed therefor out of the
Certificate Account as provided by Section 5.09; provided that no such right of
reimbursement shall exist with respect to the Master Servicer when such claim
relates to the failure of the Master Servicer to service the Mortgage Loans in
strict compliance with the terms of this Agreement or to a breach of a
representation or warranty made by the Master Servicer hereunder or as Mortgage
Loan Seller under the Sale Agreement.
Section 8.04. Company and Master Servicer Not to Resign.
Except as described in Section 8.02, neither the Company nor the Master Servicer
shall assign this Agreement or resign from the obligations and duties hereby
imposed on it except by mutual consent of the Company, the Master Servicer and
all of the Certificateholders unless the determination is made that its duties
hereunder are no longer permissible under applicable law and such incapacity
cannot be cured by the Company or the Master Servicer. Any such determination
permitting the resignation of the Company or the Master Servicer shall be
evidenced by an opinion of independent counsel to such effect delivered to the
Trustee which opinion of counsel shall be in form and substance acceptable to
the Trustee. Upon any such assignment or resignation, the Company or the Master
Servicer, as appropriate, shall send notice to all Certificateholders of the
effect of such assignment or resignation upon the then current rating of the
Class of Certificates by each Rating Agency whose rating on such Class is then
in effect. No such resignation shall
93
<PAGE> 100
become effective until a successor shall have assumed the Company's or the
Master Servicer's responsibilities and obligations hereunder in the manner
provided in Section 8.05. Any purported assignment or resignation which does not
comply with the requirements of this Section shall be of no effect.
Section 8.05. Successor to the Master Servicer. In connection
with the termination of the Master Servicer's responsibilities and duties under
this Agreement pursuant to Section 8.04 or 9.01, the Trustee shall (i) succeed
to and assume all of the Master Servicer's responsibilities, rights, duties and
obligations as Master Servicer (but not in any other capacity) under this
Agreement (except that the Trustee shall not be obligated to make Advances if
prohibited by applicable law nor to effectuate repurchases or substitutions of
Mortgage Loans pursuant to Section 2.02 and except that the Trustee makes no
representations and warranties pursuant to Sections 3.01, 3.02 and 3.03). Prior
to the termination of the Master Servicer's responsibilities, duties and
liabilities under this Agreement, the Trustee may appoint a successor having a
net worth of not less than $15,000,000 and which is a FNMA or FHLMC approved
seller/servicer in good standing and which shall succeed to all rights and
assume all of the responsibilities, duties and liabilities of the Master
Servicer under this Agreement, except as aforesaid, if the Trustee receives a
letter from each Rating Agency that such appointment would not result in a
reduction or withdrawal of the current rating of any Class of Certificates that
is rated by a Rating Agency. Any co-trustee appointed pursuant to Section 10.10
for purposes of this Section 8.05 shall have an obligation to make Advances
pursuant to Section 6.03 during such time as the Trustee is the Master Servicer,
which obligation shall be joint and several with that of the Trustee as Master
Servicer. If the Trustee has become the successor to the Master Servicer in
accordance with this Section or Section 9.03, then notwithstanding the above,
the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
to so act, appoint, or petition a court of competent jurisdiction to appoint,
any established housing and home finance institution having a net worth of not
less than $15,000,000 and which is a FNMA or FHLMC approved seller/servicer in
good standing as the successor to the Master Servicer hereunder in the
assumption of all of the responsibilities, duties or liabilities of the Master
Servicer hereunder. In connection with any 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 or such court
shall determine; provided, however, that no such compensation shall be in excess
of that permitted under this Agreement without the consent of all of the
Certificateholders. If the Master Servicer's duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to Section 8.02,
8.04 or 9.01, the Master Servicer shall discharge such duties and
responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence
and prudence which it is obligated to exercise under this Agreement, and shall
take no action whatsoever that might impair or prejudice the rights or financial
condition of its successor or the Trust Fund. The resignation or removal of the
Master Servicer pursuant to Section 8.02, 8.04 or 9.01 shall not become
effective until a successor shall be appointed pursuant to this Section and
shall in no event relieve the Master Servicer of liability for breach of the
representations and warranties made pursuant to Section 3.04.
Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Master Servicer and to the Trustee an instrument
accepting such appointment,
94
<PAGE> 101
whereupon such successor shall become fully vested with all the rights, powers,
duties, responsibilities, obligations and liabilities of the Master Servicer,
with like effect as if originally named as a party to this Agreement and the
Certificates. Any termination or resignation of the Master Servicer or this
Agreement pursuant to Section 8.02, 8.04, 9.01 or 11.01 shall not affect any
claims that the Trustee may have against the Master Servicer for events or
actions taken or not taken by the Master Servicer arising prior to any such
termination or resignation.
The Master Servicer shall timely deliver to the successor the
funds that were, or were required to be, in the Certificate Account and the
Escrow Account, if any, and all Mortgage Files and related documents, statements
and recordkeeping held by it hereunder and the Master Servicer shall account for
all funds and shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and definitely vest and
confirm in the successor all such rights, powers, duties, responsibilities,
obligations and liabilities of the Master Servicer.
Upon a successor's acceptance of appointment as such, the
Master Servicer shall notify, in writing, the Trustee, the Certificateholders
and each Rating Agency of such appointment.
Section 8.06. Maintenance of Ratings. The Master Servicer
shall cooperate with the Company and take any action that may be reasonably
necessary to maintain the current rating or ratings on the Certificates.
[End of Article VIII]
ARTICLE IX
DEFAULT
Section 9.01. Events of Default. If one or more of the
following Events of Default shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer to remit to the Trustee
or the Paying Agent, as the case may be, or to cause the Paying Agent
to make, any payment required to be made or distributed under the terms
of this Agreement which continues unremedied for a period of three
Business Days after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master
Servicer by the Trustee or the Company or to the Master Servicer, the
Trustee and the Company by the Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests aggregating not less
than 25%; or
(ii) a breach by the Master Servicer in a material respect of
any representation or warranty set forth in Section 3.04, or 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 set forth in this Agreement, which continues
unremedied
95
<PAGE> 102
for a period of 60 days after the date on which written notice of such
breach or failure, requiring the same to be remedied, shall have been
given to the Master Servicer by the Trustee or the Company or to the
Master Servicer, the Trustee and the Company by the Holders of
Certificates of any Class evidencing, as to such Class, Percentage
Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction for the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for
the winding-up or liquidation of its affairs, shall have been entered
against the Master Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or of or relating to all or
substantially all of the Master Servicer's property; or
(v) the Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make
an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or
(vi) any failure by the Master Servicer to make an Advance
required to be made under Section 6.03 which continues unremedied for a
period of five days; or
(vii) the Master Servicer shall have notified the Trustee of
its determination not to make an Advance required to be made under
Section 6.03;
then, and in each and every such case (except where such event has occurred as a
result of the revocation by the Trustee, pursuant to Section 5.09, of the Master
Servicer's right to withdraw funds from the Certificate Account), so long as an
Event of Default shall not have been remedied, the Trustee shall notify any
co-trustee (and include in any such notice the amount of Advances for the
following Remittance Date, unless the Trustee cannot ascertain such amount) and
the Trustee and, if the Trustee fails to do so, any co-trustee, shall notify the
Certificateholders and each Rating Agency of such Event of Default. The Trustee
may, and at the written direction of the Holders of Certificates evidencing
Percentage Interests aggregating more than 50%, or in the case of paragraph (vi)
or (vii) above, shall, by notice in writing, to be received on the same day, to
the Master Servicer in addition to whatever rights the Trustee may have at law
or equity to damages, including injunctive relief and specific performance,
terminate all the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof. The
obligation of the Trustee referred to in the preceding sentence relating to the
written notice with respect to (vi) or (vii) above shall also be an obligation
of any co-trustee appointed pursuant to Section 10.10. On or after the receipt
by the Master Servicer of such written notice, all authority and power of the
Master Servicer under this Agreement, whether with respect to the Mortgage Loans
or otherwise, shall pass to and be vested in the successor appointed pursuant to
96
<PAGE> 103
Section 8.05. Upon written request from the Trustee, the Master Servicer shall
prepare, execute and deliver, any and all documents and other instruments, place
in such successor's possession all Mortgage Files, and 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
Master Servicer's sole expense. The Master Servicer agrees to cooperate with the
Trustee and any co-trustee in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without limitation, the
transfer to such successor for administration by it of all cash amounts which
shall at the time be credited or should have been credited by the Master
Servicer to the Certificate Account or Escrow Account or thereafter received
with respect to the Mortgage Loans. The Trustee will have no obligation to take
any action or institute, conduct or defend any litigation under this Agreement
at the request, order or direction of any of the Holders of Certificates unless
such Certificateholders have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which the Trustee may
incur.
Section 9.02. Waiver of Defaults. The Trustee may waive any
default, other than the default referred to in Sections 9.01(vi) and 9.01(vii),
by the Master Servicer in the performance of its obligations hereunder and its
consequences, except that a default in the making of any required distribution
on any of the Certificates may only be waived by the affected
Certificateholders. Upon any such waiver of a past default, such default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other default or impair any right consequent thereon
except to the extent expressly so waived.
Section 9.03. Trustee to Act; Appointment of Successor. On and
after the time the Master Servicer receives a notice of termination pursuant to
Section 9.01, the Trustee or its appointed agent shall be the successor in all
respects to the Master Servicer to the extent provided in Section 8.05.
Section 9.04. Notification to Certificateholders and the
Rating Agencies.
(a) Upon any such termination pursuant to Section 9.01, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register and to each Rating
Agency.
(b) Within 60 days of a Responsible Officer of the Trustee
having received written notice of 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.
[End of Article IX]
97
<PAGE> 104
ARTICLE X
CONCERNING THE TRUSTEE
Section 10.01. Duties of Trustee. The Trustee, prior to the
occurrence of an Event of Default and after the curing of all Events of Default
which may have occurred, undertakes to, and is empowered to, perform such duties
and only such duties as are specifically set forth in this Agreement. Any
permissive right of the Trustee as enumerated in this Agreement shall not be
construed as a duty; provided that in case an Event of Default has occurred
(which has not been cured), the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill
in their exercise as a prudent man would exercise or use under the circumstances
in the conduct of such man's own affairs.
No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own misconduct, and, if the Trustee is acting as the
successor Master Servicer pursuant to Section 8.05 or 9.03, its own willful
misconduct with respect to its servicing obligations; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after
the curing of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the
express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee and conforming to the requirements of
this Agreement;
(ii) The Trustee shall not be liable for an error of judgment made
in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; and
(iii) The Trustee shall not be liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class
holding Certificates which evidence, as to such Class, Percentage
Interests aggregating not less than 25% as to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement.
Section 10.02. Certain Matters Affecting the Trustee. Except
as otherwise provided in Section 10.01:
(a) The Trustee may rely upon and shall be protected in acting
or refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
98
<PAGE> 105
appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(b) The Trustee may consult with counsel and any advice or
Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion
of Counsel;
(c) The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of
Default (which has not been cured), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree of
care and skill in their exercise as a prudent man would exercise or use
under the circumstances in the conduct of such man's own affairs;
(d) Neither the Trustee nor any of its directors, officers,
employees or agents shall be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it or any of
them to be authorized or within the discretion or rights or powers
conferred upon the Trustee by this Agreement;
(e) Prior to the occurrence of an Event of Default hereunder
and after the curing of all Events of Default which may have occurred,
the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so
by Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests aggregating not less than 25% (in the case of
conflicting requests by two or more 25% or greater Percentage
Interests, the Trustee shall act in accordance with the first such
request); provided, however, that if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a condition
to such proceeding. The reasonable expense of every such examination
shall be paid by the Master Servicer, if an Event of Default shall have
occurred and is continuing, and otherwise by the Certificateholder or
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 agents or attorneys; and
99
<PAGE> 106
(g) Nothing in this Agreement shall be construed to require
the Trustee (acting in its capacity as Trustee) to expend its own
funds.
Section 10.03. Trustee Not Liable for Certificates or Mortgage
Loans. The recitals contained herein and in the Certificates (other than the
authentication of the Certificates by an authorized signatory of the Trustee)
shall be taken as the statements of the Company or the Master Servicer, as the
case may be, 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 of the Certificates (except that the
Certificates shall be duly and validly authenticated by it) or of any Mortgage
Loan or related document. The Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Certificate Account by the Company or the
Master Servicer. The Trustee, in its capacity as trustee hereunder, shall have
no responsibility for the timeliness or the amount of payments made by the
Paying Agent to the Certificateholders.
Section 10.04. Trustee May Own Certificates. The Trustee in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee.
Section 10.05. Fees and Expenses. The Master Servicer
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trust hereby created and
in the exercise and performance of any of the powers and duties hereunder of the
Trustee, and the Master Servicer will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee 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, and the expenses
incurred by the Trustee in connection with the appointment of an office or
agency pursuant to Section 10.11) except any such expense, disbursement or
advance as may arise from its negligence or bad faith. Notwithstanding anything
to the contrary in this Agreement, this Section shall survive the termination of
this Agreement.
Section 10.06. Eligibility Requirements for Trustee. The
Trustee hereunder shall at all times be a corporation having its principal
office in a state and city acceptable to the Company and organized and doing
business under the laws of such state or the United States of America,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority. The Trustee shall not be an affiliate
of any Mortgage Loan Seller or the Company. 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
100
<PAGE> 107
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 10.07.
Section 10.07. Resignation and Removal of the Trustee. The
Trustee, and any co-trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Company, the
Master Servicer and each Rating Agency. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee or
co-trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor
trustee; provided that such appointment does not result in a reduction or
withdrawal of the rating of any of the Classes of Certificates that have been
rated. If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time, the Trustee shall cease to be eligible in
accordance with the provisions of Section 10.06 and shall fail to resign after
written request therefor by the Company, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Company may remove the Trustee and appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate more
than 50% of Percentage Interest 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 Company, one complete set to the
Trustee so removed and one complete set to the successor so appointed.
Any resignation or removal of the Trustee or any resignation
of any co-trustee and appointment of a successor trustee or co-trustee pursuant
to any of the provisions of this Section shall become effective upon acceptance
of appointment by the successor trustee as provided in Section 10.08, or upon
acceptance of appointment by a co-trustee, as applicable, unless with respect to
a co-trustee, the Trustee receives written notice from each Rating Agency that
the failure to appoint a successor co-trustee would not result in a withdrawal
or reduction of the rating of any of the Classes of Certificates that have been
rated, in which case the resignation of any co-trustee shall be effective upon
receipt of such written notice. Any co-trustee may not be removed unless the
Company and the Trustee each receive written notice from each Rating Agency that
such removal would not result in a withdrawal or reduction of the rating of any
of the Classes of Certificates that have been rated, in which case the removal
of any co-trustee shall be effective upon receipt of such written notice.
Section 10.08. Successor Trustee. Any successor trustee
appointed as provided in Section 10.07 shall execute, acknowledge and deliver to
the Company 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 shall
become
101
<PAGE> 108
effective and such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it
hereunder, and the Company, the Master Servicer and the predecessor trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in
the successor trustee all such rights, powers, duties and obligations.
No successor trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 10.06. Prior to the appointment of
any successor trustee becoming effective, the Company shall have received from
each Rating Agency written confirmation that such appointment would not result
in a reduction of the rating of the Class A or Class M Certificates.
Upon acceptance of appointment by a successor trustee as
provided in this Section, the Company shall mail notice of the succession of
such trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register, to the Master Servicer, any Sub-Servicer and
to each Rating Agency. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 10.09. Merger or Consolidation of Trustee. Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be eligible under the provisions of
Section 10.06, 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 10.10. Appointment of Co-Trustee or Separate Trustee.
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 Company 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, of 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 10.10, such
powers, duties, obligations, rights and trusts as the Company and the Trustee
may consider necessary or desirable. If the Company shall not have joined in
such appointment within 15 days after the receipt by it of a request so to do,
or in case an Event of Default shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 10.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 10.08 hereof.
In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 10.10 all rights, powers, duties and
obligations conferred or imposed upon the Trustee
102
<PAGE> 109
shall be conferred or imposed upon and exercised or performed by the Trustee and
such separate trustee or co-trustee jointly and severally, except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed (whether as Trustee hereunder or as successor to the Master
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust 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.
Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this Article X. 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.
Section 10.11. Appointment of Office or Agency. The Trustee
may appoint an office or agency in The City of New York where Certificates may
be surrendered for registration of transfer or exchange. The Trustee will
maintain an office at the address stated in Section 12.07 hereof where notices
and demands to or upon the Trustee in respect of the Certificates may be served.
[End of Article X]
ARTICLE XI
TERMINATION
Section 11.01. Termination. The respective obligations and
responsibilities of the Company, the Master Servicer (except the duty to pay the
Trustee's fees and expenses and indemnification hereunder) and the Trustee shall
terminate upon (i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan or the disposition of
all property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and the remittance of all funds due hereunder; or (ii) at the
option of the Master Servicer, on any Remittance Date which occurs in the month
next following a Due Date on which the aggregate unpaid Principal Balance of all
Outstanding Mortgage Loans is less than 5% of the aggregate unpaid Principal
Balance of the Mortgage Loans on the Cut-off Date, so long as the Master
Servicer deposits or causes to be deposited in the Certificate Account during
the Principal Prepayment Period related to such Remittance Date (and provides
notice to the Trustee of its intention to so deposit on or before the 20th day
of such Principal Prepayment Period) an amount equal to the Purchase Price for
each Outstanding Mortgage Loan, less any unreimbursed
103
<PAGE> 110
Advances made with respect to any Mortgage Loan (which amount shall offset
completely any unreimbursed Advances for which the Master Servicer is otherwise
entitled to reimbursement), and, with respect to all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, an amount equal to the
fair market value of such property, as determined by an appraisal to be
conducted by an appraiser selected by the Trustee, less unreimbursed Advances
made with respect to any Mortgage Loan with respect to which property has been
acquired; provided, however, that in no event shall the aggregate purchase price
of the Mortgage Loans and other property purchased pursuant to this Section
11.01 be less than the then aggregate Outstanding Certificate Principal Balance
of the Class A and Class M Certificates, together with accrued interest thereon
at the Net Mortgage Rate and provided further, however, that in no event shall
the trust created hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James's, living on the date
hereof. Notwithstanding the foregoing, a termination may be effected by the
making of such optional repurchases only if the Trustee has received an Opinion
of Counsel that the termination of the Trust Fund will constitute a "qualified
liquidation" of the Trust Fund within the meaning of Section 860F(a)(4) of the
Code and that the purchases of the Outstanding Mortgage Loans pursuant to the
Section 11.01 will not constitute "prohibited transactions" within the meaning
of Section 860F(a)(2) of the Code.
Notice of any termination, specifying the Remittance Date upon
which all Certificateholders may surrender their Certificates to the Trustee for
payment and cancellation, shall be given promptly by the Trustee (upon direction
by the Company 10 days prior to the date such notice is to be mailed) by signed
letter to Certificateholders and each Rating Agency mailed no later than the
25th day of the month preceding the month of such final distribution specifying
(i) the Remittance Date upon which final payment on the Certificates will be
made upon presentation and surrender of Certificates at the office or agency of
the Trustee therein designated, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Remittance Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. The
Master Servicer shall indicate the date of adoption of the plan of qualified
liquidation in a statement attached to the final federal income tax return of
the Trust Fund. After giving such notice, the Trustee shall not register the
transfer or exchange of any Certificates. If such notice is given in connection
with the Master Servicer's election to purchase the Outstanding Mortgage Loans,
the Master Servicer shall deposit in the Certificate Account after adoption of
the plan during the applicable Principal Prepayment Period an amount equal to
the purchase price as determined as provided in clause (ii) of the preceding
paragraph and on the Remittance Date on which such termination is to occur,
Certificateholders will be entitled to the amount of such purchase price but not
amounts in excess thereof, all as provided herein. Upon presentation and
surrender of the Certificates, the Trustee shall notify the Master Servicer and
the Master Servicer shall cause to be distributed to Certificateholders an
amount equal to (a) the amount otherwise distributable on such Remittance Date,
if not in connection with a purchase; or (b) if the Master Servicer elected to
so purchase, the purchase price determined as provided in clause (ii) of the
preceding paragraph. Following such final deposit the Trustee shall promptly
release to the Master Servicer the Mortgage Files for the remaining Mortgage
Loans, and the Trustee shall execute all assignments, endorsements and other
instruments necessary to effectuate such transfer and shall have no further
responsibility with regard to said Mortgage Files.
104
<PAGE> 111
If all of the Certificateholders shall not surrender their
Certificates for cancellation within three months after the time specified in
the above-mentioned written notice, at the close of the 90 day period beginning
after the written notice is given, each remaining Certificateholder will be
credited with an amount that would have been otherwise distributed to such
Certificateholder, and the Trustee shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within three months
after the second notice all the Certificates shall not have been surrendered for
cancellation, the Trustee shall appoint an agent to take appropriate and
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 in the Trust Fund hereunder.
[End of Article XI]
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01. 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.
Section 12.02. 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 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 person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and the Holders of
Certificates of any Class evidencing in the aggregate not less than 25% of the
Percentage Interests of such Class shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder (in the case of conflicting requests by two or
105
<PAGE> 112
more 25% or greater Percentage Interests, the Trustee shall act in accordance
with the first such request) 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 being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates of any Class 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 of such
Class or any other Class, 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 common benefit of
Certificateholders of such Class or all Classes, as the case may be. For the
protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 12.03. Amendment. This Agreement may be amended from
time to time by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders, to cure any ambiguity, to correct or
supplement any provisions herein which may be inconsistent with any other
provisions herein, to ensure continuing treatment of each REMIC Pool as a REMIC,
or to make any other provisions with respect to matters or questions arising
under this Agreement which shall not be materially inconsistent with the
provisions of this Agreement, provided that such actions shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder of a Class having an Outstanding Certificate Principal
Balance of greater than zero.
This Agreement may also be amended from time to time by the
Company, the Master Servicer and the Trustee with the consent of the Holders of
Certificates evidencing in the aggregate not less than 66% of the Percentage
Interest of each Class of Certificates having an Outstanding Certificate
Principal Balance greater than zero and affected thereby for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders of Certificates of such Class; 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) reduce
the aforesaid percentage of Certificates of any class the Holders of which are
required to consent to any such amendment or (iii) change the percentage
specified in clause (ii) of the first paragraph of Section 11.01, without the
consent of the Holders of all Certificates of such Class then outstanding.
Promptly after the execution of any such amendment the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder and each Rating Agency.
It shall not be necessary for the consent of
Certificateholders under this Section 12.03 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
106
<PAGE> 113
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee may prescribe.
Section 12.04. Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 12.05. Duration of Agreement. This Agreement shall
continue in existence and effect until terminated as herein provided.
Section 12.06. Governing Law. This Agreement shall be
construed in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 12.07. Notices. All demands, notices and
communications hereunder shall be in writing and shall be deemed to have been
duly given if personally delivered at or mailed by first class or registered
mail, postage prepaid, to (i) in the case of the Company, MorServ, Inc., c/o
Chase Manhattan Mortgage Corporation, 343 Thornall Street, Edison, New Jersey
08837, Attention: President, (ii) in the case of the Master Servicer, Chase
Manhattan Mortgage Corporation, 200 Old Wilson Bridge Road, Worthington, Ohio
43085-8500, Attention: Investor Relations (with a copy to Chase Manhattan
Mortgage Corporation, 343 Thornall Street, Edison, New Jersey 08837, Attention:
Structured Finance), (iii) in the case of the Trustee, Citibank, N.A., 120 Wall
Street, New York, New York 10043, telecopy number (212) 480-1615, Attention:
Corporate Trust Department, (iv) in the case of S&P, Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., 25 Broadway, New York,
New York, 10004, (v) in the case of Moody's, Moody's Investors Service, Inc., 99
Church Street, New York, New York 10007, Attention: Residential Pass-Through
Surveillance, and (vi) in the case of any of the foregoing persons, such other
addresses as may hereafter be furnished by any such persons to the other parties
to this Agreement.
Section 12.08. Further Assurances. The Mortgage Loan Seller
and the Master Servicer agree to do and perform, from time to time, any and all
acts and to execute any and all further instruments required or reasonably
requested by the Trustee more fully to effect the purposes of this Agreement,
including, without limitation, the execution of any financing statements and the
preparation for execution by the Trustee of any continuation statements relating
to the Co-op Loans for filing under the provisions of the Uniform Commercial
Code as in effect in the jurisdiction in which the mortgaged Property related to
the affected Co-op Loan is located. The Trustee agrees that it shall promptly
execute and redeliver to the Mortgage Loan Seller or the Master Servicer for
filing any such continuation statement so prepared by the Mortgage Loan Seller
relating to the Co-op Loans.
[End of Article XII]
107
<PAGE> 114
IN WITNESS WHEREOF, the Company, the Master Servicer and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
MORSERV, INC.
By: /s/ MICHAEL D. KATZ
-------------------------
Name: Michael D. Katz
Title: Senior Vice President
CHASE MANHATTAN MORTGAGE
CORPORATION
By: /s/ ROBERT J. KENT
-------------------------
Name: Robert J. Kent
Title: Senior Vice President
CITIBANK, N.A.,
as Trustee
By: /s/ DENISE BANASZEK
-------------------------
Name: Denise Banaszek
Title: Senior Trust Officer
108
<PAGE> 115
EXHIBIT A
MORTGAGE LOAN SCHEDULE
<PAGE> 116
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 1 3586800 500,000.00 482,466.84 360 9.875 4,341.75 300 TOM WARD 1431 SOUTH
CHERRYVALE RD
One 2 3590341 240,000.00 229,724.85 360 9.5 2,018.05 296 JOHN E. STROUD 15750 SIESTA GROVE
One 3 3592529 247,400.00 235,890.27 360 9 1,984.02 298 DAVID C. KNECHT 25372 ELDERWOOD
One 4 3603716 333,000.00 320,386.12 360 8.875 2,649.50 305 HARMAN CADIS 1465 E. SILVERWOOD
DRIVE
One 5 3604151 272,250.00 261,936.99 360 8.875 2,166.15 305 JAMES GUYER 4701 E. VALLEY VISTA LANE
One 6 3606394 268,125.00 257,377.52 360 9.375 2,230.13 298 ROBERT W. WALTER 7945 SO. EUDORA CIRCLE
One 7 3607820 244,800.00 232,341.09 360 8.5 1,878.24 297 BRENT L. BROWNING 983 #B LA MESA TERRACE
One 8 3626802 251,250.00 238,153.64 360 9.125 2,044.26 304 BRUCE A. DAVIS 700 TALON DRIVE
One 9 3680466 285,750.00 275,674.12 360 9.5 2,402.75 303 LYNN S. KIEHNE 1200 MONTICELLO BLVD
One 10 3683384 215,000.00 204,926.68 360 8.25 1,595.93 313 JOHN A. GATTO 3350 CEDAR HEIGHTS DRIVE
One 11 3693130 235,000.00 226,409.06 360 9.875 2,040.62 298 DARELL L. IMLER 780 OLD WESTBURY ROAD
One 12 3705192 208,000.00 200,999.73 360 9.75 1,787.05 303 PAUL C. CURTIS 894 CORDERO LANE
One 13 3711800 210,000.00 202,045.01 360 8.875 1,670.86 305 LOWELL M. SALTER 12736 SHINNECOCK WAY
One 14 3714580 300,000.00 287,550.04 360 8.375 2,280.22 305 CRAIG STREIT 7701 S. PITKIN COURT
One 15 3963857 220,700.00 212,464.84 360 9.875 1,916.45 297 NANCY K. PECHT 2239 DRYDEN ROAD
One 16 3975801 286,850.00 276,391.44 360 10 2,517.32 297 KEVIN B. FINKEL 2130 NORTH BLVD
One 17 4018948 209,250.00 201,013.99 360 9.25 1,721.45 300 JORGE A. HERNANDEZ 871 VIA ALEGRE LANE
One 18 4053086 309,500.00 297,620.98 360 9.5 2,602.45 299 RAMAN B. KALIDAS 14312 HUGHES LANE
One 19 4160665 270,000.00 259,558.20 360 9 2,172.49 303 ROBERT A. HUME 14220 HOGAN DRIVE
One 20 4161930 218,000.00 203,696.15 360 8 1,568.25 305 JAMES C. GINN II 973 INNSWOOD COURT
One 21 4161941 220,000.00 211,666.51 360 8.875 1,750.42 305 ALEXANDER 219 SHADY OAKS CIRCLE
NICHOLAS, III
One 22 4164258 269,600.00 259,642.85 360 9.25 2,217.94 303 DAVID T. MILTON 42 HILLTOP ROAD
One 23 4167267 260,000.00 251,074.34 360 9.875 2,257.71 301 DAVID J. LENDERMAN 505 N LAKE SHORE DR #5902
One 24 4172336 219,000.00 211,183.09 360 9.5 1,841.48 303 VERNON D. NADEN, JR. 16571 APPLE LANE
One 25 4173929 500,000.00 478,794.20 360 8.375 3,800.37 304 ALLAN P. HANSBERGER 1755 PERSIMMON DRIVE
One 26 4175630 250,000.00 240,781.12 360 9.375 2,079.38 302 JAY W. WAGER 10305 WALAVISTA ROAD
One 27 4175877 300,000.00 288,543.82 360 9.25 2,468.03 303 MICHAEL McHALE 1949 PORT CARDIGAN PLACE
One 28 4176086 228,750.00 220,301.99 360 9.25 1,881.87 303 STEVEN M. WYATT 25322 POSADA LANE
One 29 4181610 210,000.00 200,900.56 360 8.375 1,596.16 303 ANDREW N. BERAN 2155 HUMPHRIES COURT
One 30 4189248 650,000.00 625,403.15 360 9 5,230.05 304 ROGER L. WHITING 697 N. SAN ANTONIO ROAD
One 31 4189849 230,400.00 220,231.40 360 9 1,853.86 305 LAWRENCE R. HANNA 141 KINGSWOOD CIRCLE
One 32 4190178 277,500.00 266,744.21 360 8.75 2,183.10 305 ROBERT J. GLOVER JR. 16590 COLUMBIA DRIVE
One 33 4198307 220,000.00 211,472.63 360 8.75 1,730.75 305 WILLIAM L. BISHOP 489 PINEWOODS DR
One 34 4206904 249,000.00 240,451.97 360 9.875 2,162.19 301 GEORGE HORTON LOT 5 CHRISTOPHER LANE
One 35 4222241 295,200.00 284,464.12 360 9.625 2,509.17 301 JAMES HOLTZ 12134 RIP VAN WINKLE DR
One 36 4224065 239,400.00 229,091.56 360 9 1,926.27 302 JONATHAN E. PARKER 13319 HAVERSHIRE LANE
One 37 4226639 750,000.00 720,959.93 360 8.875 5,967.34 304 EDWARD C. BAILEY 2405 COLONIOL DR
</TABLE>
Page 1
<PAGE> 117
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 38 4226774 250,000.00 239,599.71 360 8.75 1,966.76 308 JACK SCOGGINS, JR 3 MILE LANE SHARY RD
One 39 4227642 218,950.00 210,463.33 360 8.75 1,722.49 305 P. STAUBUS 2209 CHAD'S CREEK
One 40 4334846 222,000.00 214,714.12 360 10 1,948.21 302 RICHARD COOPER DINGEE ROAD
One 41 4347575 228,000.00 220,339.37 360 9.875 1,979.84 302 RICHARD E. SWIFT,JR NORTH LINK STREET ROAD
One 42 4613307 224,000.00 215,707.84 360 9 1,802.36 305 ROBERT W. WRIGHT 31935 AVENIDA EVITA
One 43 4614751 277,500.00 267,472.37 360 9.25 2,282.93 304 ROBERT T. JOHNSON 25141 VIA PLAYA
One 44 4614944 224,800.00 216,486.86 360 9.125 1,829.05 304 JOHN T. HOGAN 26491 SAN TORINI ROAD
One 45 4615110 310,000.00 294,692.11 360 8.25 2,312.07 305 VICTOR J. LAPORTA 5845 SW 107TH STREET
One 46 4617749 236,449.00 227,669.50 360 8.875 1,881.30 306 RICHARD M. HEATH 2470 SOUTH COLUMBINE STRE
One 47 4618967 231,950.00 222,534.03 360 8.375 1,762.99 306 TRACY W. SCHULIS 4806 CULBREATH ISLES WAY
One 48 4620936 209,000.00 194,353.70 360 8.25 1,517.63 310 DANIEL R. ALLAN 7352 HUNT CLUB LANE
One 49 4630601 260,000.00 249,920.59 360 8.75 2,045.43 305 ERIC S. MINTZ 4331 KESTER AVENUE
One 50 4630951 580,000.00 558,513.60 360 8.875 4,614.75 306 JOHN W. GETZ 402 21ST PLACE
One 51 4631910 274,500.00 264,558.40 360 8.875 2,184.05 307 HAROLD V. HALL 24992 EATON LANE
One 52 4632731 310,000.00 297,031.13 360 9.5 2,606.65 307 HELEN CHOI 442 NORTH GARDNER #201
One 53 4633643 330,000.00 317,209.26 360 8.75 2,596.12 305 EDWARD J. RAND 1326 PRESERVE CIRCLE
One 54 4639661 256,200.00 242,837.87 360 8.5 1,969.96 308 JAMES H. COX III 5710 THOUSAND OAKS DRIVE
One 55 4639672 250,000.00 240,299.51 360 8.5 1,922.29 307 DOMINIC V. CONSORTE 6611 BUBBLINGWELL PLACE
One 56 4646645 300,000.00 288,358.81 360 8.375 2,280.22 308 DONALD J. ARENSON . WOODCREEK ROAD
One 57 4647852 302,000.00 288,877.57 360 7.75 2,163.57 308 JERRY FEIG 2040 KIPLING CT
One 58 4649326 550,000.00 530,077.83 360 8.75 4,326.86 308 CHARLES D. DEAN III 4256 CLOUDMONT DR
One 59 4654097 265,000.00 234,587.74 360 8.5 1,879.84 307 ROBERT K. JONES 360 HIDDEN CREEK
One 60 4654654 225,000.00 216,067.96 360 8.375 1,710.17 307 DONALD S. GILLESPIE 4842 FOREST HILL DRIVE
One 61 4658757 388,000.00 369,091.03 360 7.625 2,730.74 309 MARK A. SITARIK 5836 OXFORD ROAD
One 62 4661230 220,000.00 210,151.42 360 7.875 1,595.16 307 PETER J. CONWAY 5608 ASHEFORDE LANE
One 63 4666620 280,000.00 269,622.46 360 8.75 2,202.77 307 LYNN D. DUNN 2807 REGNER ROAD
One 64 4716650 637,500.00 620,016.13 360 7.875 4,622.32 325 MARK BLUM 17 CROSS GATE
One 65 4718203 834,000.00 808,108.40 360 8.375 6,339.00 317 NANCY J. GELTMAN RED GATE ROAD
One 66 4725560 280,000.00 269,254.13 360 7.375 1,933.89 319 MATTHEW GALLAGHER 132 COTTAGE PLACE
One 67 4731507 270,000.00 259,285.90 360 8.5 2,076.07 306 IRA T. KING 4225 STANFORD AVE.
One 68 4731722 314,750.00 301,476.72 360 8.5 2,420.16 308 ALLEN J. ROGERS 3314 SUNSET BLVD.
One 69 4731813 259,900.00 249,582.02 360 8.25 1,952.55 308 MICHAEL E. STANKY 1125 ASHINGTON PLACE
One 70 4732430 253,350.00 243,741.00 360 8.5 1,948.05 308 GARY L. ROSE 9410 WINDRUSH DR.
One 71 4733488 226,050.00 218,412.39 360 9.125 1,839.22 308 ALAN S. PENNINGTON 13314 ST MARYS STREET
One 72 4733659 230,000.00 218,902.84 360 7.875 1,656.22 310 MICHAEL P. COSTELLO 7015 HILLGREEN CIRCLE
One 73 4733976 280,000.00 269,621.14 360 8.625 2,177.82 308 JAMES P. STAAB 205 MADISON SQUARE
One 74 4734731 264,000.00 251,015.91 360 7.75 1,880.00 308 J M. WALKER 5326 BEAVER LODGE DRIVE
</TABLE>
Page 2
<PAGE> 118
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 75 4734753 236,300.00 228,500.96 360 9.125 1,922.62 309 LARRY J. MC BRIDE 3409 LOUIS DRIVE
One 76 4735235 468,000.00 453,214.83 360 9.25 3,850.13 310 GEORGE L. SHERMAN 2211 GOLDEN POND DRIVE
One 77 4735359 367,650.00 356,605.61 360 9.625 3,124.99 309 WILLIAM D. KERFOOT 3522 DURNESS WAY
One 78 4735869 231,200.00 220,144.25 360 8.125 1,702.12 309 DAVID A. ARCHER 2322 DUNSTAN
One 79 4750986 390,000.00 376,257.41 360 8.25 2,929.94 313 DAVID W. WILSON 2003 VIA TUSCANY
One 80 4755028 275,000.00 265,922.93 360 9.25 2,262.36 308 KARL G. SCHNELLINGER 19919 STOUGH FARM ROAD
One 81 4768610 1,000,000.00 966,301.13 360 8.625 7,777.90 312 DENNIS M. NIGRO 304 LA COSTA AVENUE
One 82 4769328 235,000.00 227,157.26 360 9.5 1,976.01 309 MICHAEL ELLIOT 4444 WILSHIRE BLVD N #302
One 83 4769690 244,500.00 235,347.97 360 9.5 2,041.74 309 RON GLICKMAN 2020 PULLMAN LANE #1
One 84 4772377 400,000.00 385,577.12 360 8.125 2,969.99 313 ANTHONY B. POST 28550 SETTLERS LANE
One 85 4778599 220,050.00 210,427.73 360 8 1,604.73 312 ROBERT ALLEN 9723 BROKEN BOW RD
One 86 4778657 268,200.00 259,397.84 360 9 2,158.00 312 DONALD R. MARTIN 257 MAYERLING
One 87 4778941 239,500.00 231,046.37 360 8.375 1,820.38 312 MYRON G. BLALOCK III 5315 DOLIVER DR
One 88 4779820 425,000.00 409,999.36 360 8.375 3,230.31 312 WILLIAM A. PHILLIPS 15823 SYLVAN LAKE
One 89 4780524 226,000.00 216,696.49 360 8.5 1,737.75 314 PAUL A. MESSINA 3127 IVY FALLS DR
One 90 4780965 230,000.00 222,276.96 360 8.375 1,748.17 314 CARL J. RICHE 5104 CANYONGATE DRIVE
One 91 4781174 248,400.00 239,471.31 360 8 1,822.68 315 WILLIAM J. KLISH 12523 BOHEME ST
One 92 4781210 369,100.00 355,172.66 360 7.75 2,644.28 314 TED C. FULLERTON 5713 BROKEN WOOD COURT
One 93 4781243 256,000.00 246,599.23 360 7.75 1,834.02 315 JOHN P. HARVELL 6502 EMERALD DRIVE
One 94 4781276 236,250.00 227,731.46 360 8.125 1,754.15 313 HERMAN CHARLTON 7046 NORTHAVEN RD
One 95 4781786 209,700.00 202,154.33 360 8 1,538.71 314 JEFFREY M. SHKOLNICK 709 COUNTRY LANE
One 96 4781822 292,500.00 282,229.05 360 8 2,146.47 315 ROBERT BOYER 4428 HOLLOW OAK DRIVE
One 97 4782188 245,000.00 236,183.85 360 8 1,797.73 314 JAMES D. BROWN 5 HILSHIRE GROVE
One 98 4788661 800,000.00 774,986.74 360 7.25 5,457.41 324 JOHN D. BURKE JR 6 AVENUE TWO RIVERS SOUTH
One 99 4818660 277,200.00 270,007.37 360 7.375 1,914.55 329 GREGORY S. BISACCHI 130 MOUNTAIN ROAD
One 100 4819404 260,750.00 253,838.17 360 7.25 1,778.77 329 LINDA M. ROHRER 3835 CENTRAL AVENUE
One 101 4819878 452,000.00 442,623.02 360 7.75 3,238.18 333 THOMAS N. SALZANO 339 RIDGEWOOD AVENUE
One 102 4919023 518,000.00 500,088.95 360 8.875 4,121.44 309 EUGENE A. TOLEN 1855 SIERRA SAGE LN
One 103 4934446 261,000.00 251,390.85 360 7.875 1,892.44 314 JOHN R. SMITH 3710 HAZEL LANE
One 104 4941339 211,000.00 200,184.11 360 8 1,539.67 312 SPENCER E. GILLEON 2535 NOBLE COURT
One 105 4944144 600,000.00 579,902.70 360 8.25 4,507.60 315 D P. SEIERSEN 0060 WILDWOOD LANE
One 106 4944938 279,000.00 266,283.52 360 8.125 2,051.10 313 STEVEN D. MCDANIEL 1829 LINDEN LAKE ROAD
One 107 4961198 220,116.00 210,636.32 360 8.5 1,676.01 313 PATRICK B. CARNEY 1215 SYDNEY AVENUE
One 108 4969495 300,000.00 288,176.47 360 7.5 2,097.65 314 RONALD J. PETRUS W303 N1551 ARBOR DRIVE
One 109 4972354 284,800.00 274,293.66 360 7.875 2,065.00 314 JAMES R. MCADORY III 113 RAPID RIVER TRAIL
One 110 4973448 341,200.00 329,770.90 360 8.25 2,563.33 315 JOE H. FARRAR 1075 SCHEPPERGRELL DRIVE
One 111 4979772 219,500.00 210,338.74 360 8.25 1,634.97 315 JEFFREY A. FORTIER 2523 CHERRYVALE COURT
</TABLE>
Page 3
<PAGE> 119
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 112 4994958 500,000.00 478,442.38 360 8.875 3,978.23 317 ROBERT B. GROSSMAN 601 CHAROLAIS CIRCLE
One 113 4995881 304,000.00 290,438.31 360 8.125 2,233.05 315 DANNY C. MCLEMORE SR 3334 CARNEGIE LANE
One 114 4996385 315,000.00 304,597.17 360 8.25 2,366.49 316 JOSEPH W. HOLLIDAY 211 ROCKINGHAM ROAD
One 115 5097950 250,000.00 244,523.73 360 7.875 1,812.68 331 DENNIS L. BROWN 14028 S 24TH WAY
One 116 5211091 257,600.00 245,582.69 360 7.5 1,801.18 324 DONNIE BRAUNSTEIN 7 HORIZONS ROAD
One 117 5317128 400,000.00 388,793.01 360 7.5 2,796.86 326 THOMAS WALSH 160 COMMODORE DRIVE
One 118 5639204 252,000.00 217,491.98 360 8 1,655.08 317 ALFRED V. PAPIERSKI 4220 NE 23 AVENUE
One 119 5708657 250,000.00 241,291.31 360 7.625 1,769.49 318 MICHAEL T. MCMAHON 7606 FOXFIRE DR
One 120 5790228 336,000.00 326,504.98 360 8.875 2,673.37 317 MATTHEW H. GREENBAUM 4800 BEAU LAC LANE
One 121 5803421 280,000.00 270,589.47 360 7.5 1,957.81 320 BARDEN T. FRANKEL 11839 PORTER VALLEY DRIVE
One 122 5805879 280,000.00 271,542.52 360 7.625 1,981.83 325 JOHN ANDRUSKA 846-848 N. SIERRA BONITA
One 123 5807808 553,000.00 536,999.03 360 7.5 3,866.66 325 MARK COPPOS 24632 MALIBU ROAD
One 124 5808593 263,500.00 255,514.84 360 7.25 1,797.54 325 PAUL E. SOLL 17624 CORINTHIAN DRIVE
One 125 5808899 860,000.00 834,762.27 360 7.25 5,866.72 326 JEFFREY M. SCHULEIN 15 LINDA ISLE
One 126 5809381 588,750.00 571,742.17 360 7.25 4,016.32 327 RONALD J. NELSON 603 OCEAN AVE #2N
One 127 5820089 236,700.00 228,147.17 360 8.125 1,751.05 317 ALAN J. CULVERHOUSE 9035 N. 100TH PLACE
One 128 5824228 492,000.00 478,091.12 360 7.625 3,482.35 325 MARK D. MAKLIN 55 E. CALLE ENCANTO
One 129 5828896 352,000.00 342,883.81 360 7.375 2,431.18 329 RICHARD D. SABA 8010 N. VIA DE LAGO
One 130 5850793 272,000.00 262,557.41 360 7.625 1,925.20 318 ALEXANDER T. MCMAHON 5010 BLACKBIRD WAY
One 131 5853929 211,900.00 205,223.89 360 7.375 1,463.55 323 JOHN W. GIBSON 4623 NASSAU COURT
One 132 5854987 382,000.00 370,456.92 360 7.625 2,703.78 324 BARBARA L. FULLER 999 GREEN ST #1404
One 133 5855811 330,000.00 320,434.00 360 7.375 2,279.23 326 MARK P. VAN NIEKERK 5 ABBOTT COURT
One 134 5857577 400,000.00 389,519.99 360 7.5 2,796.86 328 JOEL D. TALCOTT 406 E EDITH AVE
One 135 5857985 365,000.00 354,473.28 360 7.25 2,489.95 327 R. K. JOERGER 1160 EUREKA AVENUE
One 136 5896320 236,500.00 227,580.11 360 7.75 1,694.32 323 JAMES K. GOLDSTON 4409 CLINCH VIEW LANE
One 137 5904510 300,000.00 293,179.77 360 7.75 2,149.24 331 JUANITO K. PUNG EDWARDS LANE
One 138 5993906 233,000.00 227,241.89 360 7.625 1,649.16 329 SHELBY M BRUNS 340 EAST ACRE DRIVE
One 139 6367416 300,000.00 286,056.00 360 8.75 2,367.42 294 FRED QUELLER WILKES LANE & HEDGES LANE
One 140 6376122 264,000.00 244,785.24 360 7.75 1,859.25 295 ERIC S. PETERSEN 51 FOREST AVENUE #43
One 141 6382431 348,000.00 330,420.64 360 7.5 2,460.61 296 KENNETH R. SONENCLAR 172 SYCAMORE LANE
One 142 6396753 310,000.00 298,638.92 360 9.75 2,663.38 299 WILLIAM J. BALDIE 303 EAST 43RD STREET #2B
One 143 6407962 240,000.00 228,951.89 360 8.875 1,903.54 299 RICHARD ROBINSON 90 CLAIRMONT DRIVE
One 144 6412281 492,000.00 465,838.52 360 7.875 3,556.93 300 DAVID BRADLEY 17 HEWITT AVE.
One 145 6415202 213,000.00 173,394.02 360 8 1,335.51 302 CHRISTINE BIELSKI 230 CENTRE STREET
One 146 6417944 240,000.00 228,186.37 360 7.375 1,667.77 300 ERIC BOBER 8 OLD OAK ROAD
One 147 6423110 230,000.00 219,466.00 360 8.625 1,782.39 302 EWA GUTMAN 35 OVERLOOK ROAD
One 148 6424305 300,000.00 282,718.87 360 7.75 2,135.51 303 PHILIP PALAZZO 188 RANGE RD.
</TABLE>
Page 4
<PAGE> 120
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 149 6424611 243,000.00 233,288.07 360 9.125 1,976.04 301 PAUL H. BROOMFIELD 40 STONEHURST LANE
One 150 6426694 268,000.00 257,608.08 360 9.25 2,204.78 301 STEVEN B. ABRAMS 17 JEFFERSON LANE
One 151 6431140 337,600.00 324,242.03 360 8.875 2,686.10 303 SHLOMO ARON-BAYOF 16 SOUTH DRIVE
One 152 6433292 439,800.00 421,880.66 360 8.5 3,381.69 306 JAMES M. STUART 62 LINCOLN AVENUE
One 153 6434717 270,000.00 260,256.12 360 9.375 2,245.73 303 B T. BENEZET 40 ASHLEY RD
One 154 6438729 257,000.00 247,032.25 360 8.625 1,998.92 306 JOSEPH H. DONOVAN 3298 TIERNEY PLACE
One 155 6441891 400,000.00 386,129.26 360 9.5 3,363.42 304 ALBERT ESPOSITO 935 ESPLANADE AVENUE
One 156 6443401 380,000.00 359,377.64 360 8.625 2,915.96 303 FRANK T. HAU 145 EILEEN DR
One 157 6444878 208,000.00 198,655.08 360 8.625 1,611.88 303 M B. CICATELLI 110 W 86TH ST #17B
One 158 6449420 305,000.00 284,080.79 360 7.875 2,157.77 305 ELLEN O. GOODMAN 320 HAMILTON ROAD
One 159 6451670 278,000.00 267,636.59 360 9.125 2,261.91 304 LEONARD AUBREY 727 SHORE ACRES DRIVE
One 160 6452231 405,000.00 390,042.58 360 9.25 3,331.84 303 VANN BRUNSON 37 EAMES BLVD.
One 161 6455182 500,000.00 478,942.10 360 9.25 4,077.89 307 KENNETH C. WILLIG 16 E 96TH ST APT 6E
One 162 6456684 255,000.00 245,747.91 360 8.875 2,028.90 307 SHLOMO LANG RR#2 BOX 142 GRANITE SPRI
One 163 6457290 250,000.00 240,859.83 360 9.125 2,034.09 305 MARK E. GOLDBERG 137 BOULDER RIDGE ROAD
One 164 6457949 340,000.00 328,712.96 360 9.375 2,827.95 307 JODEY SILLS 11 RIVERSIDE DR #12T-E
One 165 6459570 218,800.00 208,158.71 360 8.75 1,721.31 305 VITAS MARTINENAS 90 HILL DRIVE
One 166 6460863 224,000.00 215,514.74 360 8.875 1,782.25 305 RICHARD L. FRIEDLANDER 22 SUNNYSIDE PLACE #22
One 167 6461040 216,500.00 207,914.49 360 8.625 1,683.92 305 ARON GORNISH 509 BOWNE ROAD
One 168 6461301 240,000.00 231,510.96 360 9.125 1,952.72 306 KIM LING 39 ROLLINGWOOD DRIVE
One 169 6461935 400,000.00 380,183.52 360 9 3,218.50 308 JOHN P. EDDY 164 GLEN AVE.
One 170 6463861 500,000.00 477,296.86 360 7.875 3,625.35 305 DANIEL SCHWARTZ 47 LENAPE DR
One 171 6464977 308,000.00 294,234.18 360 8.875 2,450.59 305 MICHAEL J. MC BRIDE 2 DEEPWELL FARMS ROAD
One 172 6465700 350,000.00 336,220.14 360 8.875 2,784.76 305 ARTHUR FRIED 6 NORTHVIEW COURT
One 173 6465743 345,000.00 333,789.20 360 9.75 2,964.09 305 KAREN COX 247 CORLIES AVENUE
One 174 6465970 275,400.00 266,094.83 360 9.125 2,240.75 308 MAX KATZ 23 E 10TH ST #226 & #227
One 175 6468173 300,000.00 288,635.91 360 8.875 2,386.94 305 SUSAN RUSSO 163 BOULDER RIDGE RD
One 176 6469008 400,000.00 384,485.91 360 8.625 3,111.16 306 EDWARD PINELES MD 84-26 AVON STREET
One 177 6469143 225,000.00 215,662.15 360 8.375 1,710.17 305 NORMAN BLOCK 3 SANFORD STREET
One 178 6470812 280,000.00 270,163.50 360 9 2,252.95 308 ROBERT G. WASP JUNE ROAD RR#1
One 179 6471167 444,000.00 424,711.87 360 8 3,257.92 306 STEPHEN J. APPLE 260 SUNNY RIDGE RD
One 180 6471371 250,000.00 241,354.23 360 9 2,011.56 308 JACOB FRIESEL 191 ROUND SWAMP ROAD
One 181 6472080 770,000.00 741,970.83 360 9.25 6,334.61 304 CHRISTIAN BOEGNER 120 EAST 87TH ST. R/24A
One 182 6474121 310,500.00 298,924.02 360 8.875 2,470.48 306 KEVIN J. STIMPSON 6 HIGHLAND AVE
One 183 6475510 300,000.00 287,550.04 360 8.375 2,280.22 305 PAUL R. LEVENSON 74 HICKORY GROVE DRIVE WE
One 184 6475929 240,000.00 231,516.96 360 9.25 1,974.43 305 JEANNE R. WEITZEL 131 MORNINGSIDE DRIVE
One 185 6477550 235,000.00 225,674.78 360 8.5 1,806.95 306 ARTHUR AHL 53 NORWOOD AVE
</TABLE>
Page 5
<PAGE> 121
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 186 6480769 210,000.00 198,971.08 360 8.125 1,559.25 305 MITCHELL R. BLOCH 5 SUSAN COURT
One 187 6481852 450,000.00 432,136.65 360 8.375 3,420.33 307 GEOFFREY HEAL 335 RIVERSIDE DRIVE
One 188 6482764 470,000.00 453,367.22 360 8.75 3,697.50 309 JAMES F. HURLEY 18 PINE GLEN DR
One 189 6485139 333,000.00 318,864.51 360 8.25 2,501.72 305 DAVID FEHER 45 STEPHENSON TERRACE
One 190 6486164 399,000.00 384,886.87 360 8.625 3,103.39 310 KENNETH HEYMAN JR 52 MARTINDALE ROAD
One 191 6486335 250,000.00 241,242.47 360 9.125 2,034.09 307 JOHN M. IOANNOU 418 EAST 59TH ST. APT THB
One 192 6486845 240,000.00 229,105.51 360 8.875 1,888.17 309 ARI R. RAGHUNATHAN 1 NATHANS DRIVE
One 193 6487837 275,000.00 264,569.95 360 8.5 2,114.52 308 RICHARD S. ROSEN 259-03 57TH AVENUE
One 194 6489435 324,000.00 310,841.93 360 8.125 2,405.70 308 ERNEST O'DIERNO 38 BEECHWOOD LA
One 195 6491700 214,000.00 206,214.14 360 8.75 1,683.54 308 RICHARD H. MALONE 25 WOODLAND ROAD
One 196 6492600 225,000.00 216,466.34 360 8.5 1,730.06 308 JEFFREY COTUGNO 22 ALICE AVENUE
One 197 6494173 215,000.00 207,395.34 360 8.625 1,672.25 310 RICHARD GOLDSTEIN 16 BERGEN AVENUE
One 198 6497149 371,250.00 355,308.23 360 8.375 2,810.13 308 HARUO YOSHIDA 68 MILL BROOK ROAD WEST
One 199 6497852 296,600.00 283,261.80 360 7.75 2,115.05 311 CRAIG BRUSH 241 BAY WALK
One 200 6497863 400,000.00 385,514.10 360 8.625 3,111.16 309 STANLEY BERNSTEIN 11 TALLEY RD
One 201 6498630 230,000.00 221,278.81 360 8.375 1,748.17 309 DAVID B. BROWN 41 HAMILTON DR
One 202 6498651 280,000.00 268,887.22 360 8.125 2,079.00 309 CLYDE M. OLIVER 24 RENWICK AVE
One 203 6499188 338,000.00 325,032.94 360 8.5 2,598.93 308 LUCIAN TOMA 2 WEYBRIDGE ROAD
One 204 6499905 270,000.00 262,401.70 360 9.875 2,344.55 310 JOSEPH DELLICARPINI 14 DEER TRAIL ROAD
One 205 6500800 440,000.00 423,325.60 360 8.25 3,305.58 310 C. RAFFAELI 1795 SHIPPAN AVENUE
One 206 6501009 285,000.00 274,023.94 360 8.625 2,216.71 310 MICHAEL FERRARO 1066 WESTOVER ROAD
One 207 6501381 337,500.00 323,480.34 360 8 2,476.46 308 DAVID L. SOBILOFF 36 OLD POND ROAD
One 208 6501406 215,000.00 206,467.28 360 8.125 1,596.37 309 CHARLES SKOP 2030 CORNELL PLACE
One 209 6501417 470,000.00 453,769.77 360 8.625 3,655.62 311 AARON E. MILLER 55 EAST 86TH ST. APT #7B
One 210 6502792 255,000.00 244,866.71 360 8.125 1,893.37 309 JOHN R. DEATS 52 BUTTERWOOD LANE WEST
One 211 6502828 420,000.00 402,553.13 360 8 3,081.82 308 FRED R. EHRLICH 7 ERNST PLACE
One 212 6504903 277,000.00 267,869.18 360 8.875 2,203.94 311 MITCHELL LOMAZOW 57 MAGNOLIA LA
One 213 6507832 499,500.00 481,281.20 360 8.875 3,974.25 307 SUSAN D. KARABIN 331 WEST 263RD STREET
One 214 6512956 215,000.00 207,217.64 360 8.5 1,653.17 310 GEORGE TAUB 340 CLINTON AVENUE
One 215 6513290 250,000.00 240,481.29 360 9.375 2,079.38 309 RICHARD A. KARSTEN 99-27 74 AVE
One 216 6518908 310,000.00 298,511.64 360 8.5 2,383.64 309 JACK J. ROSS 14 JUNEAU BLVD
One 217 6519310 292,150.00 278,466.25 360 8.75 2,272.13 309 KOUROS SATRAP 1 WOODLAND ROAD
One 218 6528898 324,000.00 313,558.15 360 9.125 2,636.18 310 ROBERT F. KAPLAN 4 FAIRLAWN COURT
One 219 6529278 249,600.00 241,757.64 360 9 2,008.34 312 MICHAEL K. GRADY 156 PINE STREET
One 220 6529482 217,500.00 209,989.03 360 8.625 1,691.70 311 GEORGE MAUL 4 SWARTHMORE LA
One 221 6534788 225,000.00 218,293.71 360 8.875 1,790.21 315 ANTHONY GIAMBRONE 67-15 171ST STREET
One 222 6536444 210,000.00 201,221.91 360 8.875 1,656.97 310 GEORGE RUBICH 7 CLAREDON PLACE
</TABLE>
Page 6
<PAGE> 122
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 223 6537200 272,000.00 263,443.75 360 9.125 2,213.09 311 LINWOOD HARTMAN 22 VERNON PARKWAY
One 224 6537593 292,500.00 278,888.46 360 7.875 2,101.46 313 HELEN BARR 600 WEST END AVE APT 5B
One 225 6542980 250,000.00 240,140.96 360 8.75 1,966.76 310 PETER PERSOFF 193-45 85TH RD.
One 226 6546084 260,000.00 249,942.55 360 7.875 1,885.19 312 CARY D. HIEGER 7 ARDSLEY PLACE
One 227 6546787 278,000.00 269,458.72 360 9.25 2,287.04 311 JOSEPH F. ROMANO 15 PARK STREET
One 228 6547101 272,000.00 260,980.17 360 8.875 2,147.26 311 ALLEN MARINE 336 WHITE BIRCH ROAD
One 229 6548432 322,500.00 311,979.77 360 8.75 2,537.11 313 WILLIAM F. JARVIS 546 FOURTH STREET
One 230 6548670 256,000.00 247,362.35 360 8.75 2,013.96 311 PETER MARTIN 1140 STILLWATER ROAD
One 231 6553159 225,000.00 214,619.41 360 8.25 1,671.26 313 NATALE A. CERNIGLIA 95 WINDSOR AVENUE
One 232 6554570 350,000.00 336,329.35 360 8.5 2,680.83 311 PATRIZIA C. 200 EAST 61ST ST #34 A/B
CONGIU-SALVATORE
One 233 6559756 244,000.00 234,084.66 360 7.375 1,688.23 312 JOSEPH POLLICINO 29 BEECHWOOD AVENUE
One 234 6560438 420,000.00 401,426.55 360 9 3,335.13 312 FRANK J. MOLFETTA 16 WEST CASTOR PLACE
One 235 6562400 247,000.00 239,768.91 360 9.375 2,054.43 312 THOMAS A. BERKENKAMP 14 CASINO WALK ATLANTIQUE
One 236 6570588 252,000.00 243,308.30 360 8.5 1,937.67 312 ALON LIVNE 77 RALPH AVENUE
One 237 6572380 280,000.00 268,040.95 360 9.5 2,323.61 310 PAMELA J. BRAUN 193 HAMILTON AVE UNIT #11
One 238 6575366 247,500.00 240,016.52 360 9.5 2,081.12 312 LEENA B. LAKHKAR 171 E 84TH ST APT 20-D
One 239 6576074 242,000.00 232,395.29 360 7.625 1,704.04 318 ROY B. TUCK 30 BLACK BIRCH DRIVE
One 240 6576880 250,000.00 241,949.49 360 9 2,011.56 311 JOSEPH E. MACY 24 ANNONDALE DRIVE
One 241 6578568 264,000.00 251,763.38 360 8.375 1,985.39 311 ALFRED SIEGEL 5920 FIELDSTON ROAD
One 242 6579593 260,000.00 241,997.86 360 8.875 2,017.62 311 TIMOTHY MORIARTY 174 JOHNSON ROAD
One 243 6580592 375,000.00 357,411.52 360 7.625 2,638.05 312 STEVEN B. SCHWAB 25 KENT ROAD
One 244 6580843 292,500.00 283,732.28 360 9.25 2,406.33 312 MICHAEL GUTHAMMAR 37 PARK PLACE
One 245 6585213 372,000.00 361,098.45 360 9.5 3,127.98 311 J. HARTSTEIN 135 WEST 70TH STREET #8B
One 246 6591170 236,000.00 228,220.36 360 8.875 1,877.73 311 GLENN C. OLSEN 16 BOND LANE
One 247 6591668 217,500.00 208,053.76 360 7.75 1,550.39 313 JUDY M. BECKER 121 WEST 20TH STREET #3F
One 248 6592208 292,500.00 282,162.79 360 8.5 2,249.08 311 SCOTT WATROUS WOODLAND ROAD
One 249 6595272 310,000.00 296,618.31 360 7.75 2,210.37 313 RAYMOND A. CAPIOLA 39 HILLAIR CIRCLE
One 250 6598281 230,000.00 219,973.08 360 8.375 1,731.58 313 JEFFREY MANDELL 28 KENNEDY DRIVE
One 251 6598452 468,000.00 452,947.15 360 8.875 3,723.62 312 DOUGLAS R. BOND 15 SUSSEX AVE.
One 252 6599411 428,000.00 414,244.69 360 8.5 3,290.95 315 FREDERICK B. ESTABROOK 16 HUGUENOT DR
One 253 6610456 230,000.00 223,446.39 360 9.25 1,892.16 314 LAWRENCE A. LEVINSON 2 FIFTH AVENUE APT.2-0
One 254 6613851 252,000.00 244,357.09 360 8.5 1,937.67 317 DONALD W. LEO 19 BLUEBERRY RIDGE ROAD
One 255 6626219 224,000.00 204,806.31 360 8.375 1,687.00 313 JOEL H. THIRD 515 BENNETTS FARM ROAD
One 256 6626467 450,000.00 430,313.80 360 7.875 3,239.34 314 JOHN G. LONG JR 8 UPLAND ROAD
One 257 6629239 278,400.00 266,784.83 360 8 2,027.59 316 EARLE J. BECKLEY 3 THE ENCLOSURE S
One 258 6629272 700,000.00 677,156.37 360 8.25 5,258.87 316 RONNIE A. HERSHMAN 43 WILLOW RD
One 259 6631514 215,000.00 205,397.77 360 8.125 1,582.57 314 STEPHEN A. SYLVESTRO 1372 MILL PLAIN ROAD
</TABLE>
Page 7
<PAGE> 123
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 260 6631897 300,000.00 276,981.91 360 8.25 2,152.33 317 FRANKLIN R. KAIMAN 18 BARCLAY ROAD
One 261 6633790 500,000.00 483,177.30 360 8.5 3,844.57 313 JOHN C. MCCABE 140 RIVERSIDE DRIVE #11H
One 262 6636245 260,000.00 251,710.18 360 8.375 1,976.19 316 RAYMOND M. MACIOCI 142 OAKLAND AVENUE
One 263 6636686 342,500.00 326,994.29 360 8.25 2,573.09 314 ROBERT A. WEIR 57 MOHAWK TRAIL
One 264 6637805 290,000.00 279,907.11 360 8.375 2,204.21 314 RICHARD J. CHICHETTI 39 WAYSIDE PLACE
One 265 6644390 418,200.00 406,343.80 360 9 3,364.94 316 MICHAEL MARCUS 253 WEST 73RD STREET #2E
One 266 6649393 224,000.00 207,123.59 360 8.625 1,661.55 316 MARTIN D. SKLAR 5 ABINGTON AVENUE
One 267 6650235 300,000.00 291,145.73 360 8.5 2,306.75 318 VITO N. CARNAZZA 764 W FINGERBOARD ROAD
One 268 6653620 247,200.00 234,049.03 360 8.25 1,857.14 317 ALAN D. MORRIS 16 SECOR DRIVE
One 269 6653700 236,000.00 227,044.89 360 7.875 1,711.17 316 GARY A. SILVERSTEIN 3 HUTCHINSON COURT
One 270 6653890 464,000.00 439,874.65 360 8.25 3,419.57 316 CLAUDE M. TUSK 63 LAW ROAD
One 271 6653925 1,300,000.00 1,251,277.54 360 8.25 9,692.00 319 MARTIN RICHARDS GIN LANE
One 272 6658656 292,000.00 271,528.41 360 8.375 2,151.20 317 MICHAEL I. GOODMAN 50 ALEWIVE BROOK ROAD
One 273 6658758 225,000.00 144,356.67 360 8.125 1,125.60 315 PAZIT KAYE-OREN 411 E 53RD STREET #19B
One 274 6662835 700,000.00 677,494.48 360 8.375 5,320.51 316 PAT STEIR 80 MACDOUGAL STREET
One 275 6664014 524,000.00 507,203.33 360 8.375 3,982.78 316 JOSEPH ANSCHER 1928 MIDLANE
One 276 6667384 348,000.00 337,195.84 360 8.375 2,645.06 317 STEPHEN D. LOCKE 162 OLD FIELD ROAD
One 277 6667624 248,850.00 240,319.47 360 8.125 1,847.71 315 NAN P. BAILEY 24 SUMMIT AVENUE
One 278 6669925 460,000.00 446,739.54 360 8.625 3,577.84 318 HARVEY KAYLIE 4 SHORT PATH
One 279 6671698 232,500.00 223,275.07 360 8 1,696.30 316 ROSHELLE NAGAR 227 CENTRAL PARK WEST #1B
One 280 6674018 252,000.00 243,340.21 360 8 1,849.09 317 JOSEPH BARONE 66 HAYWOOD STREET
One 281 6674266 216,000.00 208,754.58 360 8.125 1,603.80 316 ANTHONY T. PASSARELLI 82 HOLBROOKE ROAD
One 282 6680633 326,250.00 312,630.18 360 8.625 2,505.84 317 MITCHELL I. QUINTNER 900 OLD COACH ROAD
One 283 6693792 340,000.00 329,790.46 360 8.125 2,524.50 320 JONATHAN LANDSBERG 16 FOXHUNT LN
One 284 6695415 227,300.00 217,489.43 360 8.5 1,747.75 317 BRUCE A. PALY 32 N. MOORE STREET #4
One 285 6695492 213,000.00 205,068.29 360 8.125 1,572.41 318 LISA M. SCHILLER 99 READE ST #2F
One 286 6695620 240,000.00 233,217.79 360 8.875 1,909.55 317 ANTHONY ZUCLICH 3 PADDOCK DRIVE
One 287 6699584 412,000.00 400,357.28 360 8.875 3,278.06 317 PAMELA HOILES 135 WEST 70 STREET APT 6F
One 288 6700220 228,000.00 220,932.15 360 8.125 1,692.90 319 ARTHUR J. SPIELMAN 284 MURRAY AVENUE
One 289 6705439 278,000.00 269,830.08 360 8.375 2,113.01 319 GARY LEVINE 205 E 22ND STREET PHE
One 290 6706078 271,900.00 261,336.62 360 8 1,983.63 317 SHARI POPKIN 225 W 83RD ST #19/20K
One 291 6711089 250,000.00 239,096.70 360 7.875 1,794.75 317 ROBERT GINSBERG 240-13 51ST AVENUE
One 292 6713969 360,000.00 349,666.63 360 8.5 2,768.09 319 ALAN BOSS 417 4TH STREET
One 293 6718598 292,500.00 281,661.94 360 8.125 2,159.70 318 HOPE KREBS 130 EAST 12TH STREET #2B
One 294 6719058 315,000.00 303,328.14 360 8.125 2,325.83 318 GUIDO L. PETRA 3 WINGATE CIRCLE
One 295 6723678 220,000.00 211,984.55 360 8.625 1,711.14 319 ERNEST J. PECK 331 BROWER AVENUE
One 296 6728809 246,000.00 239,317.74 360 8.875 1,957.29 319 MARVIN KORMAN 115 FOURTH AVENUE #6C
</TABLE>
Page 8
<PAGE> 124
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 297 6736330 222,300.00 215,155.37 360 9.5 1,857.18 320 RONALD R. HARTMANN 550 PENFIELD ROAD
One 298 6751684 225,000.00 215,445.66 360 8.625 1,750.03 322 STEFKA E. KOVATCHEVA 20 HUNT PATH
One 299 6756270 250,000.00 242,858.27 360 8.375 1,900.19 320 PAUL VETRANO 155 PERRY STREET #1B
One 300 6761338 234,000.00 226,274.82 360 8.125 1,737.45 322 SARI E. GREENBERG 305 WILLIAMS CT #305
One 301 6762818 500,000.00 480,524.59 360 8.875 3,919.28 322 C. ANDRIOLE 47 BLACKSTONE AVE
One 302 6766069 320,000.00 309,636.90 360 7.5 2,237.49 322 ANDREW TASNADY 7 VISTA WAY
One 303 6767775 300,000.00 291,449.26 360 7.75 2,149.24 324 PEDRO TORRES 154-72 RIVERSIDE DRIVE
One 304 6770215 300,000.00 290,483.50 360 7.5 2,097.65 322 ANDREW D. GORDON 884 SMITH RIDGE ROAD
One 305 6772935 291,500.00 282,195.88 360 7.625 2,063.22 321 JUSTIN L. DRISCOLL 46 GORHAM AVENUE
One 306 6773610 360,000.00 343,855.95 360 8.375 2,736.27 323 JOHN C. DEVERNA 71 MOUNT GREY ROAD
One 307 6775219 250,800.00 243,156.91 360 7.875 1,818.48 321 ANDREW RUBIN 15 EASTWOOD PLACE
One 308 6776459 320,000.00 294,189.91 360 7.25 2,182.97 322 CAREN FRANKEL 5 SEYMOUR PLACE EAST
One 309 6779559 325,500.00 316,590.35 360 7.625 2,303.87 326 HENRY J. GREENFIELD 33 SALMON KILL ROAD
C/O RENNARD
One 310 6782950 412,000.00 400,974.02 360 8.25 3,095.22 323 STEVEN A. FISHMAN 1 OVERLOOK TERRACE
One 311 6787284 369,000.00 357,823.57 360 7.75 2,643.57 322 DAVID LOEWENSTEIN 802 KING STREET
One 312 6789676 350,000.00 338,828.67 360 7.625 2,477.28 321 DAVID A. SITZER 21 WEST WOODS ROAD
One 313 6794213 258,800.00 251,191.04 360 7.75 1,854.08 323 PHILIP WHITNEY 252 WEST 30TH STREET, #5A
One 314 6794858 289,900.00 281,637.26 360 7.75 2,076.88 324 HERBERT E. WEBER 291 CLINTON STREET
One 315 6798327 325,000.00 316,094.85 360 8.125 2,413.12 323 ROGER POSTER 59 WEST 12TH STREET #6E
One 316 6799840 435,600.00 422,975.36 360 7.875 3,158.41 323 DR. BLOCK 11 MIDFARM ROAD
One 317 6807064 296,700.00 287,135.61 360 7.25 2,024.02 323 MICHAEL ALTER 24 BOXWOOD LANE
One 318 6808090 216,000.00 208,503.40 360 7.625 1,528.84 325 VIRGINIA L. PHILPOTT 12 CLIFTON PLACE
One 319 6808759 275,000.00 267,694.30 360 8.125 2,041.87 324 DAVID J. SHEEHAN 722 WEST SHORE TRAIL
One 320 6813271 600,000.00 581,097.24 360 7.375 4,144.06 323 ANDREW J. GAMBLE 45 ZACCHEUS MEAD LANE
One 321 6818719 226,000.00 219,045.07 360 7.375 1,560.93 324 SUSAN KOLKER 27 LOCKWOOD AVENUE
One 322 6820380 232,000.00 224,911.03 360 7.375 1,602.37 324 DONALD KRAVET 7 POPLAR ROAD
One 323 6829293 240,000.00 233,317.36 360 7.875 1,740.17 324 MICHAEL S. LANGELLA 28 CLIPPER DRIVE
One 324 6830554 475,000.00 461,499.84 360 7.625 3,362.03 325 BERNARD T. BARTON 21 RED COAT LANE
One 325 6831422 288,750.00 280,219.44 360 7.25 1,969.79 326 SALVATORE J. BRACCO 11 BURTON AVENUE
One 326 6832946 270,000.00 262,516.67 360 7.75 1,934.32 325 RAYMOND V. BERG II 245 E 93RD ST UNIT 7H
One 327 6834817 360,500.00 351,221.31 360 8.125 2,676.71 325 BETTE FRANK 120 EAST 10TH STREET
One 328 6835332 300,000.00 291,871.52 360 8 2,201.30 325 JODY A. OWEN 51 OAK GROVE ROAD
One 329 6837087 615,000.00 348,476.86 360 7.75 2,562.83 327 ALBERT LINDAHL 2 PARK ROAD
One 330 6842860 375,000.00 363,895.04 360 7.375 2,590.04 325 PETER MAHLER 210 MIDDLE PATENT ROAD
One 331 6844264 250,000.00 242,392.57 360 7.625 1,769.49 324 GIANFRANCO MITI 200 E 32ND ST #11B
One 332 6845143 440,000.00 426,970.21 360 7.375 3,038.98 325 MATTHEW KISSNER 9 HUNTINGTON AVENUE
One 333 6870220 342,750.00 335,061.65 360 7.75 2,455.51 331 CHANG K. BEHK 108-13 49TH AVENUE
</TABLE>
Page 9
<PAGE> 125
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 334 6883109 491,700.00 475,701.74 360 7.5 3,496.08 305 MICHAEL HARDEN 4635 WILKIN COURT
One 335 6885352 246,123.00 237,968.17 360 7.625 1,779.86 299 RANDALL WILSON 716 COUNTY ROAD 302
One 336 6886082 420,000.00 408,471.33 360 7.25 2,865.15 328 TOBI K. KANTOR 193 OLD ARMY RD
One 337 6898489 459,703.00 445,300.89 360 7.625 3,301.85 307 ALLEN J. MORTON JR 692 CROTON LAKE ROAD
One 338 6903465 300,000.00 292,230.47 360 7.375 2,072.03 329 ELLIOTT OGDEN 7 WILLOW POND LANE
One 339 6913651 988,000.00 962,096.60 360 7.25 6,739.91 330 ROBERT T. BUTLER 10 PHILIPS LANE
One 340 6915486 262,352.85 254,842.57 360 7.625 1,872.31 316 KENNETH S. RAJMAN 6 LYDIA COURT
One 341 6929684 243,900.00 239,228.08 360 7.5 1,705.39 336 REI Y SAEKI 301 EAST 79TH ST APT 14J
One 342 6946220 355,500.00 347,334.82 360 7.625 2,516.21 331 MARLENE N. FELDMAN 300 EAST 85TH STREET,
APT#3705
One 343 6955345 263,200.00 257,434.56 360 7.875 1,908.39 331 MICHELE A. COHEN 35 PROSPECT PARK
WEST #13D
One 344 6958048 400,500.00 386,832.83 360 7.375 2,766.16 330 GIOVANNI COZZI 419 6TH STREET
One 345 6960866 297,000.00 287,018.94 360 7.375 2,051.31 331 ROBERT C. MUFFLY 32 HILLCREST AVENUE
One 346 6963864 240,000.00 233,693.93 360 7.25 1,637.23 332 DIANE WADE 21 MERCER AVE
One 347 6967956 278,400.00 269,955.00 360 7.625 1,970.50 332 ROBERT A. BUCCINO 11 RIVERSIDE DRIVE
#13HE/13JE
One 348 6973653 295,000.00 286,342.57 360 7.25 2,012.43 332 RALPH PANE 5 MEGAN LANE
One 349 6974587 307,800.00 300,350.92 360 7.375 2,125.90 331 STEPHEN J. WADE 107 RIVER ROAD
One 350 6978453 232,000.00 226,496.59 360 7.25 1,582.65 332 JINMO AHN 201 WEST 72ND STREET #80
One 351 6979026 333,750.00 326,016.52 360 7.375 2,305.13 332 KENNETH BOOKBINDER 21 ARGYLE PLACE
One 352 6981855 500,000.00 488,139.18 360 7.25 3,410.89 332 FREDERICK G. GRAHAM 55 EAST 86TH STREET #2A
One 353 6982166 250,000.00 245,096.16 360 8.25 1,878.17 332 CHARLES S. DIRATZ 60 HILLSIDE AVENUE
One 354 7012733 220,500.00 213,876.02 360 9.625 1,874.23 309 JOSEPH J. TERZ 1299 BRANDT RD.
One 355 7189142 221,600.00 214,629.63 360 9.125 1,803.01 311 ALFONSO HERNANDEZ 50 BAY HEIGHTS DR
One 356 7217973 275,000.00 265,491.47 360 8.875 2,188.02 309 ROBERT MACALLISTER 50 HUGHES TERRACE
One 357 7256294 222,400.00 214,890.49 360 8.875 1,769.51 310 RAMANIK F. PATEL 219 BRYN MAWR AVE
One 358 7293144 277,500.00 269,181.85 360 9.25 2,282.93 312 JOHN W. PFAFF RT 690
One 359 7325160 230,000.00 223,345.21 360 7.5 1,608.19 325 QUIN J. JONES 370 MONTE VISTA LANE
One 360 7402851 263,250.00 251,198.02 360 8.5 2,024.16 311 FRANK A. GERMANO 608 W ASHBOURNE DR.
One 361 7451187 232,500.00 223,907.64 360 8.125 1,726.31 312 BRUCE R. ROLPH 3274 WEST CHENNAULT AVE
One 362 7470567 300,000.00 289,450.67 360 8.125 2,227.49 314 JERE F. SEELAUS 1707 PENNS LANE
One 363 7481381 330,000.00 317,103.46 360 8.5 2,537.41 313 MICHELE METULA 39 BYRAM LAKE RD
One 364 7506416 295,000.00 284,411.89 360 7.875 2,138.96 315 RICHARD M. DUFFY 907 ENDERBY DRIVE
One 365 7576750 436,050.00 420,359.68 360 8 3,199.59 314 ALBERT O. CORNELISON 5400 KINROSS DR
One 366 7601440 220,000.00 211,921.28 360 7.75 1,576.11 315 WILLIAM A. SMITH IV 108 SUGARBERRY CIRCLE
One 367 7601654 233,450.00 225,260.93 360 8 1,712.98 315 GARY SUTTON 2213 SHARI LANE
One 368 7601734 500,000.00 482,460.08 360 8 3,668.85 315 FAROUK BARBANDI 11111 HEDWING LN
One 369 7602410 254,400.00 246,097.65 360 8.25 1,911.23 316 WILLIAM MCCAULEY 4230 EMORY STREET
One 370 7602420 213,350.00 204,460.36 360 8.375 1,606.24 316 STEVEN M. BRODY 10310 PINE FOREST ROAD
</TABLE>
Page 10
<PAGE> 126
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 371 7602464 226,550.00 218,653.63 360 7.75 1,623.04 317 NOBUO YAMAMOTO 308 LAKELAND DRIVE
One 372 7602828 234,950.00 227,370.46 360 8.25 1,765.10 317 EDWARD FOLEY 6305 KENSHIRE COURT
One 373 7602941 500,000.00 484,554.92 360 8.5 3,844.57 317 RONALD MC CULLARS 5932 COLHURST AVENUE
One 374 7603445 309,600.00 243,279.12 360 8.375 1,925.90 318 SCOTT A. MCKENNEY 4 OAK TRACE
One 375 7603490 228,100.00 221,320.84 360 8.75 1,794.46 316 ALLEN B. CRAIG III 4534 BANNING DRIVE
One 376 7603922 261,000.00 253,297.41 360 8.5 2,006.86 318 TIMOTHY S. WHITTINGTON 3212 MONETTE LANE
One 377 7605338 260,000.00 251,551.21 360 7.375 1,795.76 321 RICHARD J. GILLIAM 3929 TENNYSON
One 378 7606385 289,150.00 279,263.32 360 7.25 1,972.52 321 DAVID S. BRILL 2532 REBA DRIVE
One 379 7607490 581,350.00 557,473.84 360 7.75 4,164.87 323 RICK L. BURDICK 814 SADDLEWOOD RD
One 380 7607628 297,000.00 250,466.25 360 8.25 1,967.57 322 ROGER B. PLANK 307 TEAKWOOD DR
One 381 7607956 301,200.00 292,139.00 360 7.625 2,131.88 323 MERRILL P ANDERSON 5121 BRAEBURN DRIVE
One 382 7608405 236,000.00 228,513.73 360 7.5 1,650.15 322 JAMES R. MCPHAIL 309 DONLEY CT
One 383 7609645 273,600.00 262,828.00 360 8.125 2,004.75 324 JAMES N. CANTWELL 523 WOODBEND LN
One 384 7610098 350,350.00 337,753.53 360 8.125 2,574.07 325 STEPHEN R. WYMAN 4518 SHADYWOOD LANE
One 385 7611239 750,000.00 728,119.89 360 7.625 5,308.46 324 JOHN S. WAGGONER 9230 MEADOWBROOK DRIVE
One 386 7745359 232,000.00 215,188.96 240 8.625 2,031.75 200 GARY MILOTTA 15 ADAMS RD.
One 387 7823190 311,000.00 300,884.82 360 8.125 2,309.17 316 DAVID A. BARBEE SR 16024 RIVER POINTE DR
One 388 7942112 238,500.00 230,407.83 360 7.75 1,708.65 318 LAWRENCE B. WEBSTER JR 7485 SW 61ST STREET
One 389 7964512 311,250.00 302,243.87 360 8.75 2,448.61 317 DENNIS S. HALL 1900 - 1902 N SYCAMORE AV
One 390 8202020 595,000.00 576,768.03 360 8 4,365.90 320 RAJU MIRCHANDANI 207 W 16TH ST
One 391 8252368 324,000.00 312,664.10 360 7.75 2,295.37 329 ROBERT A DEROBBIO 585 ELMGROVE AVE.
One 392 8261234 225,000.00 219,695.78 360 7.875 1,631.41 329 JACOB GRANEK 137-09 71ST AVENUE
One 393 8262791 276,800.00 266,915.93 360 8 2,007.14 329 RICHARD M. VENTO 19 HARBOR COVE
One 394 8288649 285,000.00 275,170.71 360 7.75 2,018.89 330 MARTIN T. TRACHTENBERG 618 W MOWBRAY COURT
One 395 8298100 520,000.00 506,792.20 360 7.625 3,680.53 329 DONAVAN JUDKINS 10908 PRINCEVILLE CT
One 396 8309636 210,000.00 200,688.59 360 7.75 1,473.41 330 SCOTT W. HARRIS 1786 HIDDEN VALLEY #23
One 397 8396700 490,000.00 478,407.28 360 7.75 3,510.42 330 MANUEL MAGALLANES AND 1835 1/4 VALLECITO DRIVE
One 398 8436440 285,400.00 276,506.28 360 7.75 2,028.15 330 MARK D. MULLER 535 MANORWOOD LANE
One 399 8440233 216,000.00 210,728.32 360 7.5 1,510.31 330 JOHN I. COSTER AND 98 KAMDA BLVD
One 400 8441892 284,000.00 274,192.24 360 8 2,059.34 329 LANNY L. BASSHAM 2795 ROSSMERE
One 401 8483510 225,000.00 217,980.33 360 7.75 1,611.93 321 JOSE M. REIGOSA 15440 NW 83RD CT
One 402 8485719 252,000.00 243,233.18 360 7.75 1,805.36 322 NORMAN GOLD 2309 AVENUE K
One 403 8538994 345,000.00 332,709.50 360 7.75 2,460.31 321 SCOTT KORAK 184 SUMMERSET DR
One 404 8562795 249,000.00 242,171.29 360 7.625 1,762.41 326 MARGARET D. BELL 29 TREE BARK TERRACE
One 405 8568168 350,000.00 326,591.61 360 7.25 2,387.62 323 RICHARD B. THURMOND 1601 ARROWHEAD POINT
One 406 8607441 286,400.00 275,822.88 360 7.875 2,057.19 324 NOLEN M. HAYDEN 2195 OAK HILLS DR
One 407 8791668 361,500.00 351,052.94 360 7.75 2,574.94 330 DAVID C. DAYTON 630 ELMGROVE AVE
</TABLE>
Page 11
<PAGE> 127
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 408 8967797 925,000.00 902,672.90 360 7.75 6,626.81 329 ABRAHAM M. GEORGE 2 PENNY LANE
One 409 8972039 268,000.00 261,844.53 360 7.625 1,896.89 331 MATTHEW J. CONNAHAN 5 FOREST VIEW DRIVE
One 410 8972800 510,000.00 498,991.48 360 7.75 3,653.70 332 PETER G. FELIX 856 BLUESTONE LANE
One 411 8974067 321,000.00 313,451.41 360 7.5 2,244.48 331 EDWARD R. GRALINSKI 3 BEECHWOOD LANE
One 412 8991485 221,000.00 214,180.58 360 6.75 1,433.41 328 JEFFREY R. SECKEL 6915 WILD GROVE
One 413 9121671 272,000.00 264,247.54 360 7.75 1,948.64 324 JEFFREY B. RITTERMAN 36890 GREEN COVE DR
One 414 9165531 312,000.00 303,542.96 360 7.5 2,181.55 327 EDWARD W. ANDREWS 71 PLATZ DR
One 415 9175761 465,000.00 452,844.36 360 7.875 3,371.57 326 DOUGLAS THOMPSON 542 CATHEDRAL PARKWAY
One 416 9186145 300,000.00 290,775.85 360 7.5 2,097.64 325 DENNIS P. MONAHAN 635 MELLOW MOUNTAIN RD
One 417 9187400 285,000.00 276,753.73 360 7.5 1,992.76 325 MICHAEL E. SMITH 11801 QUAIL CREEK RD
One 418 9193457 240,000.00 217,864.45 360 7.375 1,657.62 326 JOEL P. BLANCHARD 1205 WEST BITTERSWEET LANE
One 419 9198734 516,750.00 503,839.89 360 7.375 3,569.06 330 ALBERT WEISSMAN 1418 54TH STREET
One 420 9235309 240,000.00 233,055.91 360 7.5 1,678.11 325 PATRICK BARR 9102 LOCARNO DR
One 421 9249507 281,250.00 272,665.12 360 7.75 2,014.91 326 ROBERT G HICKS 3828 ROUSE RD
One 422 9289261 270,000.00 262,257.78 360 7.375 1,864.82 326 ELLIOT FEINERMAN 987 EAST END
One 423 9350599 458,000.00 446,000.58 360 7.5 3,202.40 328 SAMUEL AHARONOFF 51A WARWICK ROAD
One 424 9374597 223,000.00 215,311.73 360 7.75 1,584.19 327 PAUL F. PORTER 1480 POWDER HORN DRIVE
One 425 9415990 289,200.00 281,452.88 360 7.375 1,997.44 328 JOSEPH M. TUGGLE 117 CHARTER OAK BLVD
One 426 9549409 273,750.00 266,660.54 360 7.375 1,890.72 329 FREDRIC L. 234 LAKESHORE AVENUE
HILDEBRAND, JR
One 427 9580362 275,000.00 268,544.57 360 7.5 1,922.48 331 ROBERT F FLOOD 34 RAVEN ROAD
One 428 9603876 390,000.00 375,294.08 360 7.875 2,797.40 330 WALTER WEIR JR 100 RIGHTERS MILL RD
One 429 9611230 208,000.00 202,302.26 360 7.25 1,418.19 328 WAYNE F. FUSON 1469 WOODGATE CIRCLE
One 430 9615070 234,000.00 225,808.54 360 7.75 1,657.74 329 LAURENCE S. KAGEL 1430 SHETLAND PLACE
One 431 9669820 212,000.00 207,277.79 360 7.375 1,464.24 333 WILLIAM G. MANIAS 2724 BARBARA LANE
One 432 9669874 333,600.00 325,869.79 360 7.375 2,304.10 332 TERRY A. KLARE 14 CHELTENHAM WAY
One 433 9670104 262,400.00 257,048.98 360 7.625 1,857.26 334 GARY W. COPPINGER 701 CRYSTAL TERRACE
One 434 9670250 600,000.00 585,298.47 360 7.75 4,298.48 334 GEORGE P. RODGERS 56 SUNDOWN PARKWAY
One 435 9670294 250,000.00 245,254.79 360 8 1,834.42 334 K ALLEN HINES JR 4118 SAN CARLOS DRIVE
One 436 9671413 295,500.00 290,195.78 360 8.375 2,246.02 335 PETER N. O'CONOR 19 TREEVINE COURT
One 437 9730421 320,000.00 309,703.53 360 8.75 2,489.67 327 CHRISTOPHER A. BURRI 3807 SAPPHIRE DRIVE
One 438 9732802 574,000.00 559,320.52 360 7.25 3,915.70 330 DAVID J. NAGEL 9734 LOCKFORD STREET
One 439 9734965 735,000.00 717,544.62 360 7.75 5,265.63 330 ARTHUR GIMMY 13 UPPER CECILIA WAY
One 440 9755229 317,000.00 309,348.29 360 7.75 2,271.03 329 ROBERT J. LAX 6311 CHAGRIN RIVER RD
One 441 9795915 225,000.00 219,172.92 360 7.375 1,554.02 329 JAMES P. GRIVICH 88 GREENOCK LANE
One 442 9796339 528,000.00 514,641.56 360 7.5 3,691.86 329 C. RAY JACKSON JR. 1 WEST RIDGE LANE
One 443 9797240 240,000.00 234,278.82 360 7.625 1,698.71 330 M.DILIP BHANDARKAR AND 24 PEBBLE COURT
One 444 9797433 262,500.00 256,093.64 360 7.5 1,835.44 330 JAMES F. JORDAN 21 BELLE AVENUE
</TABLE>
Page 12
<PAGE> 128
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 445 9797455 463,000.00 451,700.33 360 7.5 3,237.37 330 KEVIN COULTER AND 200 VIA LERIDA
One 446 9843246 270,000.00 262,301.68 360 7.375 1,864.83 332 SAMI WASSEF 2048 BIRKDALE AVENUE
One 447 9843359 318,500.00 311,624.81 360 7.75 2,281.78 332 THOMAS L. NEWBERY 718 NOWITA PLACE
One 448 9843960 300,000.00 293,783.64 360 7.875 2,175.21 333 LASZLO CSERNI 1545 NORTH MUSTANG AVENUE
One 449 9877420 222,000.00 217,092.74 360 7.625 1,571.31 332 THOMAS W. OSIP 4622 DONEGAL CLIFF DRIVE
One 450 9897121 550,000.00 536,536.79 360 7.375 3,798.72 331 HENRY R. DAVIS 6 CRICKLEWOOD LANE
One 451 9920711 215,000.00 203,221.65 360 8.375 1,617.28 331 GARY A. MOLCHAN 1834 HIDDEN VALLEY DRIVE
One 452 9952627 290,000.00 282,402.10 360 7.5 2,027.72 332 EDWARD A. 24 ALPINE RD
KRZYSZTALOWICZ
One 453 9978722 294,000.00 287,128.24 360 7.375 2,030.58 332 VINOD DABRAL 52 DONALD DRIVE
One 454 9988668 210,300.00 205,354.60 360 7.5 1,470.45 331 SAMUEL M. BRADLEY 940 CARVAN TRAIL
One 455 9997658 352,500.00 344,210.75 360 7.5 2,464.73 331 JON N. SMALLEY 2375 CLUBHOUSE DRIVE
One 456 10053740 385,000.00 377,198.15 360 8.125 2,858.61 332 YAKOV A. MAYDANCHIK 200 RECTOR PLACE
One 457 10060246 236,250.00 178,699.32 360 7.875 1,323.60 332 VERNON C. ROSS 2920 NW 29TH AVENUE
One 458 10074659 288,000.00 281,734.78 360 7.5 2,013.74 333 FORREST S. FITZROY 15 BALMAGOUN LANE
One 459 10105300 292,000.00 285,547.33 360 7.5 2,041.71 333 RICHARD W. HOYLE 305 WESTLAKE STREET
One 460 10121384 900,000.00 874,538.70 360 7.75 6,398.47 333 MICHAEL S. SHANNON 132 LINCOLN AVENUE
One 461 10162268 250,400.00 246,238.53 360 8 1,837.35 337 GEORGE L. CATES 6161 HEATHER COURT
One 462 10162417 310,000.00 301,099.35 360 8.25 2,305.52 333 CHRISTINE 9 EAGLE NEST RD
SUAREZ-LOURES
One 463 10204583 500,000.00 487,751.08 360 7.75 3,582.07 334 CRAIG H. LUBIN 3802 BALCONES DRIVE
One 464 10205451 230,400.00 224,829.48 360 7.75 1,643.92 334 PHILIP GREER 1847 FLORENCE ROAD
One 465 10288470 320,000.00 311,402.20 360 8.5 2,449.53 334 RONALD L. GREENAWALT 2031 ALEXA BREANNE CT
One 466 10329002 273,150.00 267,363.78 360 8.25 2,040.93 337 KENNETH G. KHATAIN 4001 WEST QUAIL RIDGE DRIVE
One 467 10363995 250,000.00 244,724.65 360 8.25 1,868.11 337 RICHARD BLAND 10191 ARAPAHOE RD
One 468 10368070 216,000.00 211,601.24 360 7.75 1,542.85 337 KENNETH G. WAGNER 9 SOUTH VIEW STREET
One 469 10373682 340,000.00 332,507.54 360 7.25 2,312.66 337 GEORGE A SOLIER JR 820 CEDAR DRIVE
One 470 10376320 377,900.00 369,581.47 360 8.125 2,791.87 337 DIMITRY Y. AGRACHOV 1091 SW 156TH AVENUE
One 471 10381465 500,000.00 489,679.38 360 8.25 3,740.81 336 MOHAMMAD AZARKHISH 20464 ROCA CHICA DRIVE
One 472 10385830 316,200.00 301,349.08 360 7.75 2,231.91 338 ROBERT H. REEVES 3020 RICHFIELD DRIVE
One 473 10389911 222,750.00 217,341.84 360 7.75 1,586.85 336 STEVEN B. SCHNEE 1802 MCDUFFEY
One 474 10393533 264,000.00 258,863.30 360 8.375 1,996.96 338 IRA E. LITWAK 11 STERLING FOREST LANE
One 475 10395903 384,500.00 376,714.54 360 8.375 2,908.24 337 YVONNE R. TRUMP 39301 LONG HILL LANE
One 476 10402860 247,000.00 242,634.14 360 8.375 1,870.40 339 GEORGE A. KEUFTEDJIAN 21 EL QUANITO WAY
One 477 10411850 212,250.00 207,901.81 360 8.25 1,584.65 339 BRYAN T. SINGLETON 3830 SOUTH GLADE HOLLOW WAY
One 478 10437424 262,500.00 257,641.06 360 8 1,920.92 338 CESARE M. BRUNI 330 E SAN MARINO DR
One 479 10446185 236,550.00 231,423.37 360 8.5 1,808.04 337 TODD A. BROCKMAN 3231 S UTICA
One 480 10449547 253,600.00 248,281.75 360 8.125 1,873.46 338 MARC E. RENO 1892 CENTENNIAL WAY
One 481 10464438 292,500.00 286,984.90 360 8.25 2,189.04 339 GARY D. ORTON 1690 SANDPIPER STREET
</TABLE>
Page 13
<PAGE> 129
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 482 10476867 305,000.00 291,450.58 360 7.875 2,148.09 338 KENNETH E. NOIA 5324 SHELBY COURT
One 483 10496922 300,000.00 294,412.13 360 7.875 2,168.50 339 BARRY A. WEINSTEIN 22325 MISSION HILLS LN
One 484 10506582 307,800.00 302,746.19 360 7.875 2,227.78 340 WILLIAM P. TUCKER GREY ROCK TERRACE
One 485 10506924 207,860.00 203,892.00 360 8.625 1,607.28 339 JAMES B. QUATTLEBAUM 11905 RISING SUN WAY
One 486 10511618 236,550.00 232,365.68 360 8.625 1,831.86 339 MORRIS M. JONES 1710 WHITE OAKS ROAD
One 487 10521860 282,150.00 276,846.85 360 8.25 2,110.15 339 JOHN B. SEIDEN 2356 SOUTH QUEEN STREET
One 488 10522068 254,450.00 250,590.50 360 8.5 1,956.51 340 GERALD N. LOCK 1683 ROSEMONT PLACE
One 489 10532469 280,000.00 275,558.76 360 8 2,051.31 340 JON M. TAPKEN 37918 STENHAMMER DRIVE
One 490 10540332 282,500.00 276,720.03 360 7.875 2,038.66 339 BRENDA J. LOFTEN 12705 ALHAMBRA
One 491 32100446 300,000.00 294,022.80 360 7.875 2,175.21 333 EARL W. CURRIER 310 WEST SANTA INEZ
One 492 32206334 274,400.00 225,886.30 360 8.125 1,784.18 338 BRUCE W. KORNFELD 1317 TEAKWOOD DRIVE
One 493 33705996 265,000.00 258,173.32 360 8.125 1,948.46 338 HAMID R. SOLEIMANI 14 NOURSE STREET
One 494 33800840 293,300.00 286,503.56 360 7.375 2,025.76 332 RONALD A. FRAWLEY 1612 CHADMORE LANE
One 495 60001420 240,800.00 236,330.61 360 8.375 1,830.26 333 STEPHEN SCHIFFER 23 WEST 73RD STREET # 405
One 496 60003302 292,062.19 281,898.72 300 7.75 2,206.03 271 JAMES B RIBAUDO #C19 GRAND COVE WAY
One 497 60006548 500,000.00 488,598.12 360 7.25 3,410.89 333 DAVID B. SABLE 222 RIVERSIDE DRIVE #16A
One 498 60007008 380,000.00 371,535.93 360 7.375 2,624.57 333 THOMAS S. VIERTEL 333 WEST 56TH STREET,
APT. 11H
One 499 60007110 345,000.00 337,670.47 360 7.625 2,441.89 333 ZACK BROWN 444 7TH STREET
One 500 60009091 256,000.00 250,430.94 360 7.5 1,789.99 333 BRIAN T CHENN 201 WEST 72ND STREET #6C
One 501 60020822 432,000.00 423,995.77 360 8.125 3,207.59 334 ANDRE J. TALIERCIO BARKERS ISLAND
One 502 60047170 250,000.00 246,291.02 360 8.375 1,900.19 338 JEAN Y LEUNG 526 10TH STREET
One 503 60053923 275,000.00 271,511.23 360 8.875 2,188.03 339 ROBERT E. MUNOZ 145 EAST 15TH STREET
12P/12R
One 504 60054165 240,000.00 237,103.76 360 9.125 1,952.72 339 ALEXANDER RABICHEV 130 67TH STREET
One 505 60071142 242,100.00 239,712.13 360 9.5 2,035.71 342 JADE E. ROTH 107 EAST 30TH ST. #4F
One 506 60074694 212,000.00 210,060.09 360 9.875 1,840.90 342 DEAN MANCUSO 43-64 170TH STREET
One 507 1111005791 404,000.00 396,651.08 360 8.5 3,106.42 347 CHARLES A. MANSOOR 188 EAST 64TH ST 301/302
One 508 1111006692 320,000.00 317,018.86 360 8.5 2,460.53 347 MARILYN APPELBAUM 104 GARFIELD PLACE
One 509 1111007040 230,500.00 228,605.48 360 8.5 1,772.35 347 ANN BERDY 401 EAST 84TH STREET 8C/8D
One 510 1111007811 760,000.00 753,753.48 360 8.5 5,843.75 347 DR J. FINLAY 316 EAST 18TH ST
One 511 1111009056 370,800.00 367,596.10 360 8.25 2,785.70 347 MARGARET L. HAGEN 338 FIRST STREET
One 512 1111009125 369,000.00 366,456.86 360 8.625 2,870.05 349 KATHLEEN L. GITTENS 930 OCEAN AVENUE
One 513 1111010962 292,500.00 289,100.39 360 7.75 2,095.51 348 JAMES A. CAPPA 12 CORNWALL COURT
One 514 1111011794 618,750.00 614,477.51 360 8.5 4,757.66 349 DAVID DAKS 61 GREENACRES AVENUE
One 515 1111014409 250,000.00 248,145.70 360 8.25 1,878.17 349 JOHN D. KARP 110 WEST 90TH STREET GF
One 516 1111014850 576,000.00 571,604.02 360 8 4,226.49 349 MICHAEL M. LEVI 12 MIDDAGH STREET
One 517 1111014861 427,500.00 424,237.32 360 8 3,136.85 349 JOEL P. IANNUZZI 46 STRONG PLACE
One 518 1111015037 499,950.00 497,073.83 360 8.375 3,799.99 351 LYNN BASSINI 290 6TH AVENUE
</TABLE>
Page 14
<PAGE> 130
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 519 1111017928 399,200.00 396,574.19 360 8.25 2,999.06 350 SUSAN M. ANTONIOU 809 PRESIDENT STREET
One 520 1111018523 480,000.00 476,712.59 360 7.5 3,356.23 351 STUART BALDWIN 47 LLOYD LANE
One 521 1111018895 300,000.00 298,170.39 360 8.625 2,333.37 350 MICHAEL A. CLAGGETT 216 LITTLE NOYAC PATH
One 522 1112025411 253,000.00 250,707.21 360 7.125 1,704.51 349 PETER RUGGIERO 3150 MOSS LANE
One 523 1112035131 272,000.00 269,974.07 360 7.625 1,925.20 350 VISWANATHAN M. 7007 HARROW STREET
HARIHARAN
One 524 1251100010 252,500.00 249,233.97 360 8.625 1,959.36 343 MICHAEL J. MURRAY 5860 N EL CAPITAN WY
One 525 1500006428 217,500.00 203,803.13 360 7.875 1,498.52 341 JAMES K. STRONG 3901 VOORHIS LANE
One 526 1500100368 348,350.00 345,691.48 360 8 2,556.07 349 CHUNG G. CHOI 10634 MORNING FIELD DRIVE
One 527 1503008850 264,575.00 259,968.70 360 8.125 1,956.12 341 BRIAN W. BOMBECK 2115 BALDEAGLE CT
One 528 1503015651 300,000.00 294,799.10 360 7.75 2,149.24 341 VICENTE L. FIGUEREDO 6420 SOOUTHWEST 54TH STREET
One 529 1505003085 346,500.00 336,498.81 360 7.875 2,477.40 341 WALTER V. HYDE, JR ROUTE 12,BOX 346-6
One 530 1505024336 289,000.00 286,432.67 360 8.5 2,222.17 346 MICHAEL H. WILK 2222 WARFIELD AVENUE #A
One 531 1506007220 290,650.00 285,887.99 360 7.75 2,077.68 341 BRUCE M. FALLHOWE 110 GILFORD PLACE
One 532 1507047638 296,950.00 294,589.77 360 8.25 2,230.89 348 BRADLEY NICHOLS 1803 NORTH CARLSBAD STREET
One 533 1510015040 229,600.00 227,932.98 360 8.25 1,724.91 349 LARRY A. STONE 9620 ALLEN RD
One 534 1562115772 324,900.00 319,340.46 360 8.25 2,430.44 341 THOMAS D. COKER 5756 PARKCREST DRIVE
One 535 1562120740 233,750.00 229,982.51 360 6.75 1,516.10 345 RICHARD A. RAINS 19951 FERNGLEN DRIVE
One 536 1569121263 636,000.00 628,047.04 360 6.75 4,125.09 346 THOMAS M. JORISHIE 4840 E GRANDVIEW LANE
One 537 1573119618 389,500.00 384,266.74 360 6.75 2,526.29 345 JAMES L. MC KEOWN 171 AMERICAN RIVER CANYON
One 538 1577007060 292,000.00 287,453.74 360 8.375 2,214.29 340 ROBERT T. VAUGHNJONES 303 MARINE DRIVE
One 539 1584000402 254,800.00 250,110.83 360 8.375 1,926.69 340 BRUCE B. MARKEWICZ 60 BLUE GRASS BOULEVARD
One 540 1601131450 263,000.00 259,504.50 360 8.375 1,998.99 340 MAXIMILIAN C. MOON 3180 INDIAN CREEK DR
One 541 1613002771 260,000.00 255,419.55 360 8 1,907.79 336 JEFF T. ERNST 649 FAIRVIEW
Two 542 3516906 235,500.00 189,091.37 180 9.5 2,459.15 119 WILLIAM A. KAMM JR 134 CONGRESS RUN ROAD
Two 543 3603884 326,400.00 263,316.33 180 8.625 3,238.16 124 WILLIAM J. CASEY 25150 N. WINDY WALK DRIVE
Two 544 3680207 260,000.00 210,710.89 180 9.5 2,714.99 121 LAWRENCE K. GERAHIAN 849 59TH AVENUE
Two 545 3706617 220,000.00 178,502.11 180 8.875 2,215.06 123 DR A. LASSAR MD 20551 SHELBURNE ROAD
Two 546 3709761 480,000.00 391,200.51 180 9.5 5,012.28 122 ARTHUR M. FREEMAN III 5929 EAST RIDGE DRIVE
Two 547 3710240 464,000.00 378,351.02 180 8.875 4,671.76 124 STEPHEN M. PERSON 100 SHANNON ROAD
Two 548 3720130 332,000.00 268,227.71 180 9.25 3,416.92 121 BRUCE A. HARRIS 980 BRAND LANE
Two 549 4130369 500,000.00 411,790.63 180 8.25 4,850.70 128 ANGELO J. DEPALO 4555 DUNE DRIVE
Two 550 4131215 500,000.00 406,231.01 180 7.625 4,670.65 127 MARIO MEDORI 182 62ND STREET
Two 551 4161147 275,000.00 223,537.23 180 9 2,789.24 123 C. K. DUNN 1112 N RIO VISTA BLVD
Two 552 4190939 280,000.00 229,601.32 180 8.25 2,716.40 127 CRAIG L. HENRY 9986 TELSA ROAD
Two 553 4224972 460,000.00 373,231.63 180 8.875 4,631.49 123 JOHN J. DAVIS 26 STILLFOREST
Two 554 4225691 307,000.00 250,795.50 180 9 3,113.80 124 ROBERT C. SCHULTZ 11188 LEO COLLINS DRIVE
Two 555 4620288 750,000.00 632,341.46 180 9.25 7,718.95 130 JOSEPH GRAFFEO 4845 REGENCY COURT
</TABLE>
Page 15
<PAGE> 131
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Two 556 4722357 500,000.00 421,499.27 180 7.5 4,635.06 138 JOANNE MAINARDI 7C LONG BEACH BOULEVARD
Two 557 4734119 277,600.00 231,450.39 180 8.75 2,774.47 129 ROBERT L. ROUNER 2010 BACK BAY COURT
Two 558 4765677 750,000.00 634,715.36 180 7.75 7,059.57 135 EDWARD A. JOHNSON 6133 N. 61ST PLACE
Two 559 4777530 239,350.00 201,212.99 180 9.125 2,445.48 130 HUGH C. WILFONG 710 SADDLEWOOD LANE
Two 560 4779660 324,400.00 273,587.77 180 8 3,100.14 134 JACK D. LOFTIS 4212 MARQUETTE ST
Two 561 4780047 217,500.00 184,083.67 180 8.125 2,094.27 134 JON M. MORGAN 1706 MABERRY
Two 562 4780455 214,850.00 181,266.15 180 7.875 2,037.75 134 JAMES T. HEGENBARTH 11214 HERMOSA COURT
Two 563 4780466 300,000.00 253,106.57 180 7.875 2,845.35 134 MICHAEL K. SWAN 882 COUNTRY LANE
Two 564 4780885 354,950.00 298,066.14 180 7.875 3,366.52 133 JOHN L. FALIK 10903 WICKWILD ST
Two 565 4781120 210,000.00 176,345.24 180 7.875 1,991.75 133 WILLIAM HALEY 24926 NORTHAMPTON FOREST
Two 566 4781684 420,000.00 355,994.12 180 7.875 3,983.49 135 JAMES DAVIS 598 PIFER ROAD
Two 567 4859249 288,750.00 238,797.92 180 8.875 2,907.26 127 STANLEY KRIEGER 2475 S BAYSHORE DRIVE
VIL #1
Two 568 4960297 410,000.00 348,059.38 180 8 3,918.18 135 JOSEPH F. WILLETT 112 HOLBROOK TRAIL
Two 569 5492784 385,600.00 300,503.80 120 7.5 4,577.15 85 KENNETH M. ROSEMAN 909 NORTH DUPONT ROAD
Two 570 5686226 266,000.00 200,528.03 120 7.625 3,174.85 81 WOOK C. CHONG 583 REYNARD COURT
Two 571 5739297 400,000.00 350,337.99 180 7.625 3,736.52 143 MICHAEL S. BASOFIN 1480 KURTIS LANE
Two 572 5859437 515,000.00 459,453.42 180 6.875 4,593.05 149 ROBERT C CARR 140 TUSCALOOSA AVE
Two 573 5901260 231,000.00 208,894.10 180 7.5 2,141.40 151 HOWARD F. FREEDMAN 3091 DRIFTWOOD LANE
Two 574 5917668 609,000.00 496,806.92 180 6.625 5,346.99 152 VEERENDRA L. NANDIGAM 30 RIDGE CREEK TRAIL
Two 575 6377894 350,000.00 270,028.98 180 7.25 3,244.80 116 TEDDY THEODORIS 14 SHERWOOD GATE
Two 576 6398737 220,000.00 177,879.88 180 9.625 2,313.92 120 DONALD A. OAKES 121 W. 20TH ST. #3D
Two 577 6403848 311,250.00 250,893.02 180 9.75 3,297.27 119 THOMAS G. TAYLOR 7 OLD WOODS RD
Two 578 6418980 290,000.00 235,638.05 180 9.625 3,050.17 121 SHU Y. CHEN 240 77TH STREET
Two 579 6428860 340,000.00 275,005.10 180 8.875 3,423.28 124 MARIE J. CASTADOT 21 WASHINGTON DR
Two 580 6446760 230,000.00 186,615.46 180 8.875 2,315.75 123 JOSE V. MEIRELLES 343 EAST 30TH ST. #21L
Two 581 6456662 500,000.00 415,633.86 180 8.875 5,034.23 128 STEVEN MENDELOW BENDER WAY
Two 582 6459853 225,000.00 183,010.60 180 8.375 2,199.21 125 ALMA V. GOLDSTEIN 8 CHESTNUT LANE #4
Two 583 6463293 266,200.00 221,933.41 180 9.125 2,719.81 128 LUZMINDA B. CONCEPCION 236 E 47TH ST UNIT 35C
Two 584 6475940 250,000.00 200,050.13 180 8.125 2,407.21 127 HAROLD J. GORDON 8 DURHAM DRIVE
Two 585 6479362 278,000.00 224,702.17 180 7.625 2,596.89 126 ARLENE FREEMAN 251 WHITMAN DRIVE
Two 586 6480667 252,000.00 208,392.90 180 8.5 2,481.55 128 MURIEL GONZALEZ 60 ISLAND WALK
Two 587 6495063 230,000.00 194,476.74 180 9.125 2,349.95 131 KYONGHO S. CHOI 20 WOODLAND PLACE
Two 588 6498957 250,000.00 211,387.93 180 9.125 2,554.29 131 FLORESTANO GIRARDI 6 SHADY LANE
Two 589 6557138 320,000.00 268,687.05 180 8.25 3,104.45 132 DENISE BARBUT 70 EAST 77TH STREET #9C
Two 590 6563630 768,000.00 655,198.85 180 9.375 7,961.82 133 GERARD F. VITALE 7 LATTINGTOWN WOODS COURT
Two 591 6657391 255,000.00 218,443.60 180 8 2,436.92 137 DONALD KOHLREITER 155 EAST 34TH STREET #17G
Two 592 6672282 440,000.00 375,934.87 180 8.25 4,268.62 139 ROBERT L. LO BAITO 18 ST. JAMES PLACE
</TABLE>
Page 16
<PAGE> 132
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Two 593 6688318 260,000.00 220,029.66 180 7.375 2,391.81 136 KATHLEEN LEE-JOHNSTON 6 PIN OAK COURT
Two 594 6688941 270,000.00 225,144.33 180 7.625 2,522.16 138 ALAN SHAPIRO 20 MANOR LANE
Two 595 6696746 245,000.00 210,982.88 180 8.125 2,359.07 138 CAREY DOLGIN 16 OVERLOOK ROAD
Two 596 6750047 275,000.00 237,792.24 180 7.25 2,510.38 141 JAMES E. O'NEILL JR 39 VASSAR STREET
Two 597 6780274 300,000.00 261,634.90 180 7.25 2,738.59 143 JOHN J. KING 20 JOSEPHINE LANE
Two 598 6827550 340,000.00 302,495.83 180 7.5 3,151.85 147 LAUREN LYNCH 300 E. 62ND STREET #2502
Two 599 6831954 250,000.00 218,895.40 180 6.75 2,212.28 145 NORMAN L. STEELE KELP WALK
Two 600 6864920 350,000.00 309,944.98 180 7 3,145.90 147 MAX I. HAMBURGER 6 MICOLE COURT
Two 601 6911725 236,250.00 210,513.28 180 6.75 2,090.60 149 ALLAN CASSORLA 93 BUENA VISTA DRIVE
Two 602 6919057 255,000.00 220,219.50 180 6.75 2,256.52 150 JEFFREY H. FOX 1 RIDGE LANE
Two 603 6954342 240,000.00 215,712.04 180 7.25 2,190.88 150 RONEN D. MASHALL 12 CHADWICK ROAD
Two 604 6968143 270,000.00 246,159.25 180 7 2,426.84 154 KENNETH GORDON 11 AVONDALE ROAD
Two 605 6986371 400,000.00 363,589.20 180 7.25 3,651.46 153 MOHSEN ALIDADI 15 COLONIAL ROAD
Two 606 7121309 300,000.00 252,936.54 180 9.25 3,087.58 130 DIANA AZRAK 5 LYNHAVEN CT
Two 607 7607876 285,000.00 252,505.58 180 7.5 2,641.99 146 JOHN H. COPE 2907 PENINSULA PT
Two 608 7654854 343,000.00 290,270.29 180 7.375 3,155.34 136 JOSEPH A. GUNDERMAN III 9 SOUND BAY DRIVE
Two 609 7718593 428,350.00 338,577.68 180 7.25 3,910.25 146 DIMITRIOS PAPADOPOULOS 14 WOODS END ROAD LOT #13
Two 610 7758055 446,000.00 384,285.10 180 8.5 4,391.94 137 OMAR PASALODOS 100 E SUNRISE AVE
Two 611 7960781 378,000.00 326,643.05 180 8.375 3,694.67 138 ELIE M. SAAD 2173 E. 5TH. ST.
Two 612 7965672 232,500.00 202,324.02 180 8.625 2,306.59 139 JOHN J. PELLEGRINI 4 GLENWOLDE PARK
Two 613 8193112 268,400.00 232,726.12 180 7.5 2,488.10 141 DONALD L. MOORE 8100 OCEANFRONT
Two 614 8276016 297,000.00 268,035.97 180 7.25 2,711.20 151 DANIEL F. CROUGH 1471 FLAT ROCK ROAD
Two 615 8277766 304,000.00 268,980.83 180 7.25 2,775.11 149 MICHAEL A. FIORI AND 39 WATER WAY
Two 616 8291155 336,000.00 303,228.63 180 7.25 3,067.22 151 DONALD A. SIVICK, JR. 1326 TANGLEWOOD DRIVE
Two 617 8314240 237,600.00 213,507.21 180 7.25 2,168.97 150 JOHN R. MUHLSTEFF 23 DURHAM PLACE
Two 618 8317940 240,000.00 215,712.04 180 7.25 2,190.88 150 ROBERT D. JOHNSON 280 SUMMERTIME
Two 619 8318422 649,900.00 588,894.89 180 7.25 5,932.70 152 LAWRENCE FRIEDMAN 1688 54TH STREET
Two 620 8358427 221,000.00 198,635.04 180 7.25 2,017.43 150 GARY J. MORRIS 22999 ROAD 238
Two 621 8360804 380,000.00 341,903.03 180 7.375 3,495.73 150 MORTIMER MARKMAN 3 CORWOOD ROAD
Two 622 8402234 458,400.00 414,115.65 180 7.375 4,216.93 151 HAZARI MUDULI 28 SUNNY LANE
Two 623 8404375 239,000.00 215,692.25 180 7.25 2,181.74 151 WILLIAM B. FRITZ 18 LAKEVIEW AVE E
Two 624 8405549 750,000.00 672,783.25 180 7.5 6,952.60 149 PATRICK D. SNUFFER 5559 EDLEN DRIVE
Two 625 8419496 649,000.00 585,708.01 180 7.25 5,924.48 151 JACK RAHMEY 1015 OCEAN PARKWAY
Two 626 8424612 450,000.00 404,886.16 180 7.375 4,139.65 150 AYALA J. MALACH 1444 E 10TH STREET
Two 627 8426458 515,000.00 465,716.50 180 7.5 4,774.11 151 SHLOMO TEITELBAUM 1418 58TH STREET
Two 628 8456335 218,400.00 189,886.43 180 7.75 2,055.75 141 TSAO LIU 2841 ST ANDREWS RD
Two 629 8460092 240,000.00 209,845.32 180 7.875 2,276.28 142 DAVID M. WILLIAMS, SR. 978 WINDSONG ROAD
</TABLE>
Page 17
<PAGE> 133
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Two 630 8475566 212,000.00 184,072.78 180 7.625 1,980.36 141 MICHAEL E. BENDERSKY 1700 ASOLEADO LANE
Two 631 8488580 288,000.00 234,484.89 180 7.25 2,629.05 141 DEAN L. FRANKLIN JR 11003 RAMBLING OAKS
Two 632 8505168 425,000.00 371,116.95 180 7.75 4,000.43 142 JAMES W. JENKINS 12960 LINDEN CHURCH ROAD
Two 633 8523782 262,000.00 223,552.48 180 7.625 2,447.42 141 DONALD P. HICKMAN 24 SYCAMORE CREEK
Two 634 8550129 500,000.00 433,543.42 180 7.5 4,635.06 141 ALI H. ALKORAISHI 14292 OLDWOOD RD
Two 635 8597280 285,000.00 248,645.06 180 7.25 2,601.66 143 HENRY H. CHANG 1805 KRESSON RD.
Two 636 8602889 294,000.00 255,362.80 180 7.25 2,683.82 142 SOLOMON TEKLU 3182 N. KEY BLVD.
Two 637 8603382 300,000.00 261,620.68 180 7.625 2,802.39 142 RALPH W. ZIMMERMAN 2807 RABBIT HILL ROAD
Two 638 8617252 397,500.00 348,225.40 180 7.25 3,628.63 144 GERARD A. MARGIOTTI, JR 3273 HARNESS DR.
Two 639 8621089 277,500.00 244,525.11 180 7.375 2,552.79 145 GERALD W. PULLIN 811 NW 150TH
Two 640 8627970 320,000.00 279,909.34 180 7.5 2,966.44 143 HENRY M. HOCHERMAN 3 BUTTONHOOK HOLW
Two 641 8634150 290,000.00 255,083.03 180 7.625 2,708.98 144 ALFRED KAMALI 31 ALD GATE DRIVE EAST
Two 642 8657610 262,500.00 230,021.57 180 7.25 2,396.27 144 THOMAS J. DERBES 2302 NORTH HARBOUR DRIVE
Two 643 8706002 345,600.00 307,124.61 180 7.375 3,179.25 147 DAVID P. HUGHES 914 PENNWOOD CIR
Two 644 8709000 500,000.00 438,483.06 180 7.75 4,706.38 143 HAL D. MC CONNAUGHEY 384 VALLEY VIEW DR
Two 645 8735500 250,000.00 223,775.67 180 7.25 2,282.16 149 ROBERT R. ZIEGLER 6 YANKEE PEDDLER PATH
Two 646 8863340 285,000.00 247,480.55 180 7.25 2,601.66 151 KIM E. BEATTIE 3403 CHICKERING LANE
Two 647 9156279 265,000.00 198,246.35 180 7.25 2,419.09 144 MOCHE FAHAM 1960 HOMECREST AVENUE
Two 648 9311542 356,000.00 315,999.26 180 7.25 3,249.80 147 VIJAY VERMA 19 BIRCHDALE LANE
Two 649 9433368 271,000.00 242,374.50 180 7.625 2,531.49 148 FELIPE ROMANO 2420 NE 32ND CT
Two 650 9446552 450,000.00 399,974.43 180 7.625 4,160.65 149 DEBORAH K MILLER 63 AVENDIA MESSINA
Two 651 9644942 227,500.00 206,344.14 180 7.375 2,092.83 152 SHALOM D. WEISSBROT T-10 VACATION VILLAGE
Two 652 9650796 430,000.00 384,894.03 180 7.25 3,925.32 149 DOUGLAS T. DIETERICH 62 JAMES STREET SOUTH
AND
Two 653 9656453 213,750.00 176,270.09 180 7.625 1,996.70 149 RAFIA A. DAVOUDI 2610 WILLOWGLEN DR.
Two 654 9668623 271,700.00 244,446.32 180 6.875 2,423.17 151 DALMAS A. TAYLOR 3501 YACHT CLUB COURT
Two 655 9779646 350,000.00 316,833.55 180 7.125 3,170.41 152 ISRAEL FELDMAN 10313 FLEMING AVENUE
Two 656 9817155 840,000.00 756,575.59 180 7.5 7,786.91 150 KENNETH P. KIRCHMAN 104 SPRING LAKE LANE
Two 657 9921532 292,190.00 263,538.66 180 7.25 2,667.30 151 WILLIAM C. LEWIS JR. 3831 BATTERSEA RD.
Two 658 9947627 310,000.00 280,901.00 180 7.25 2,829.87 152 DAVID OLSHWANG 1436 47TH ST
Two 659 9983336 265,500.00 239,850.93 180 7.375 2,442.40 151 DAVID L NAVRATIL 1967 DAVINA ST
Two 660 9997476 540,000.00 491,272.47 180 7.25 4,929.46 153 BRIAN J. MURRAY 30 ANDOVER COURT
Two 661 10051960 392,600.00 355,747.32 180 7.25 3,583.90 152 RITA KUO 33 PENNY LANE
Two 662 10052419 223,200.00 189,530.75 180 7.25 2,037.51 153 RICHARD E. MILNE 1182 E BEAR HOLLOW CIRCLE
Two 663 10152333 420,000.00 381,674.78 180 7.5 3,893.45 154 DANIEL E. STERN 5 MEADOWGATE EAST
Two 664 10167749 325,000.00 297,382.84 180 7.5 3,012.79 154 MARK E. MORROW 9609 S INDIANAPOLIS
Two 665 32602761 235,000.00 219,150.61 180 8.375 2,296.96 158 ELLIOT TYSON 13713 BAYLISS ROAD
Two 666 32901037 562,500.00 471,872.99 0 8 6,824.67 93 IMAD Y. BAGHAL 88 DEAN DR.
</TABLE>
Page 18
<PAGE> 134
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
Original August 1
Loan Cutoff Scheduled
Group Record Loan Amt Balance Term Rate PI Maturity Name Street
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Two 667 60007529 290,000.00 264,878.27 180 7.25 2,647.31 154 ALBERT TOGUT 7 MIRRIELEES CIRCLE
Two 668 60008929 430,000.00 394,977.71 180 7.5 3,986.16 155 JOSEPH P QUINLAN 808 BROADWAY APT #4MN
Two 669 60074956 300,000.00 283,903.92 180 9.125 3,065.15 161 WILLIAM M. WRIGHT 418 EAST 59TH STREET,
APT. 29A
Two 670 60076281 1,100,000.00 1,042,046.58 180 9.25 11,321.12 161 IRA EISENSTADT 42 EAST 71ST STREET
</TABLE>
Page 19
<PAGE> 135
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 1 3586800 BOULDER, CO CO 80303-0000 Single Family Primary 45.46 1,100,000.00 0 0.00%
One 2 3590341 COLORADO SPRIN, CO CO 80908-0000 Single Family Primary 80 310,000.00 300,000.00 0.00%
One 3 3592529 EL TORO, CA CA 92630-0000 Single Family Primary 90 275,000.00 274,900.00 0.00%
One 4 3603716 PHOENIX, AZ AZ 85044-0000 Single Family Primary 90 370,000.00 381,708.00 0.00%
One 5 3604151 PARADISE VALLE, AZ AZ 85253-0000 Single Family Primary 75 363,000.00 0 0.00%
One 6 3606394 LITTLETON, CO CO 80122-0000 Single Family Primary 75 360,000.00 357,500.00 0.00%
One 7 3607820 SUNNYVALE, CA CA 94086-0000 CONDO Primary 90 272,000.00 272,000.00 0.00%
One 8 3626802 LOUISVILLE, KY KY 40223-0000 Single Family Primary 75 335,000.00 0 0.00%
One 9 3680466 ST PETERSBURG, FL FL 33703-0000 Single Family Primary 90 317,500.00 317,500.00 0.00%
One 10 3683384 COLORADO SPRINGS, CO CO 80904-0000 Single Family Primary 52.18 412,000.00 0 0.00%
One 11 3693130 CRYSTAL LAKE, IL IL 60012-0000 Single Family Primary 73.44 320,000.00 320,000.00 0.00%
One 12 3705192 GAHANNA, OH OH 43230-0000 Single Family Primary 80 260,000.00 0 0.00%
One 13 3711800 JACKSONVILLE, FL FL 32225-0000 Single Family Primary 66.67 315,000.00 0 0.00%
One 14 3714580 AURORA, CO CO 80016-0000 Single Family Primary 80 377,000.00 375,000.00 0.00%
One 15 3963857 HOUSTON, TX TX 77030-0000 Single Family Primary 89.99 253,500.00 245,250.00 0.00%
One 16 3975801 HOUSTON, TX TX 77098-0000 Single Family Primary 84.99 340,000.00 337,500.00 0.00%
One 17 4018948 EL PASO, TX TX 79912-0000 Single Family Primary 79.99 305,000.00 261,600.00 0.00%
One 18 4053086 DALLAS, TX TX 75240-0000 Single Family Primary 54.78 565,000.00 0 0.00%
One 19 4160665 ORLANDO, FL FL 32837-0000 Single Family Primary 75 375,000.00 360,000.00 0.00%
One 20 4161930 LONGWOOD, FL FL 32779-0000 Single Family Primary 66.67 327,000.00 0 0.00%
One 21 4161941 LAKE MARY, FL FL 32746-0000 Single Family Primary 66.67 330,000.00 0 0.00%
One 22 4164258 ASHEVILLE, NC NC 28803-0000 Single Family Primary 80 337,500.00 337,000.00 0.00%
One 23 4167267 CHICAGO, IL IL 60611-0000 CONDO Primary 63.42 410,000.00 410,000.00 0.00%
One 24 4172336 GURNEE, IL IL 60031-0000 Single Family Primary 77.39 283,000.00 0 0.00%
One 25 4173929 ST CHARLES, IL IL 60174-0000 Single Family Primary 61.73 810,000.00 810,000.00 0.00%
One 26 4175630 LOS ANGELES, CA CA 90064-0000 Single Family Primary 46.3 540,000.00 0 0.00%
One 27 4175877 NEWPORT BEACH, CA CA 92660-0000 Single Family Primary 53.1 565,000.00 0 0.00%
One 28 4176086 MISSION VIEJO, CA CA 92691-0000 Single Family Primary 75 305,000.00 0 0.00%
One 29 4181610 GOLD RIVER, CA CA 95670-0000 Single Family Primary 73.81 285,000.00 284,500.00 0.00%
One 30 4189248 LOS ALTOS, CA CA 94022-0000 Single Family Primary 59.63 1,100,000.00 1,090,000.00 0.00%
One 31 4189849 DANVILLE, CA CA 94506-0000 Single Family Primary 80 288,000.00 288,000.00 0.00%
One 32 4190178 CASTRO VALLEY, CA CA 94552-0000 Single Family Primary 75 370,000.00 370,000.00 0.00%
One 33 4198307 BARRINGTON, IL IL 60010-0000 Single Family Primary 51.16 430,000.00 0 0.00%
One 34 4206904 BRANFORD, CT CT 06405-0000 Single Family Primary 79.98 314,000.00 311,324.00 0.00%
One 35 4222241 HOUSTON, TX TX 77024-0000 Single Family Primary 90 332,000.00 328,000.00 0.00%
One 36 4224065 HOUSTON, TX TX 77079-0000 Single Family Primary 79.8 300,000.00 0 0.00%
One 37 4226639 PLANO, TX TX 75093-0000 Single Family Primary 75 1,000,000.00 0 0.00%
</TABLE>
Page 20
<PAGE> 136
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 38 4226774 MISSION, TX TX 78572-0000 Single Family Primary 65.79 380,000.00 380,000.00 0.00%
One 39 4227642 GARLAND, TX TX 75043-0000 Single Family Primary 79.91 274,000.00 0 0.00%
One 40 4334846 SOUTH SALEM, NY NY 10590-0000 Single Family Primary 80 280,000.00 277,500.00 0.00%
One 41 4347575 PALESTINE, TX TX 75801-0000 Single Family Primary 74.88 304,500.00 0 0.00%
One 42 4613307 SAN JUAN CAPIS, CA CA 92675-0000 Single Family Primary 62.22 360,000.00 360,000.00 0.00%
One 43 4614751 DANA POINT, CA CA 92629-0000 Single Family Primary 75 370,000.00 0 0.00%
One 44 4614944 MISSION VIEJO, CA CA 92692-0000 Single Family Primary 80 295,000.00 281,000.00 0.00%
One 45 4615110 MIAMI, FL FL 33156-0000 Single Family Primary 53.91 575,000.00 0 0.00%
One 46 4617749 DENVER, CO CO 80210-0000 Single Family Primary 91.71 258,000.00 257,824.00 0.00%
One 47 4618967 TAMPA, FL FL 33629-0000 Single Family Primary 47.34 490,000.00 0 0.00%
One 48 4620936 SEMINOLE, FL FL 34646-0000 Single Family Primary 61.47 340,000.00 0 0.00%
One 49 4630601 (SHERMAN OAKS , CA CA 91403-0000 Single Family Primary 67.53 385,000.00 385,000.00 0.00%
One 50 4630951 SANTA MONICA, CA CA 90402-0000 Single Family Primary 69.88 830,000.00 830,000.00 0.00%
One 51 4631910 LAGUNA NIGUEL, CA CA 92677-0000 Single Family Primary 90 305,000.00 305,000.00 0.00%
One 52 4632731 LOS ANGELES, CA CA 90036-0000 CONDO Primary 57.41 540,000.00 0 0.00%
One 53 4633643 GOLDEN, CO CO 80401-0000 Single Family Primary 63.46 520,000.00 0 0.00%
One 54 4639661 CASTRO VALLEY, CA CA 94552-0000 Single Family Primary 67.42 380,000.00 0 0.00%
One 55 4639672 SAN JOSE, CA CA 95120-0000 Single Family Primary 71.43 350,000.00 0 0.00%
One 56 4646645 BARRINGTON HIL, IL IL 60010-0000 Single Family Primary 53.57 560,000.00 0 0.00%
One 57 4647852 HIGHLAND PARK, IL IL 60035-0000 Single Family Primary 30.97 975,000.00 0 0.00%
One 58 4649326 MEGGETT, SC SC 29449-0000 Single Family Primary 71.34 771,000.00 0 0.00%
One 59 4654097 COLORADO SPRIN, CO CO 80906-0000 Single Family Primary 75.71 350,000.00 350,000.00 0.00%
One 60 4654654 TOLEDO, OH OH 43623-0000 Single Family Primary 79.65 292,000.00 282,500.00 0.00%
One 61 4658757 LONGMONT, CO CO 80503-0000 Single Family Primary 80 485,000.00 485,000.00 0.00%
One 62 4661230 MARIETTA, GA GA 30068-0000 Single Family Primary 63.31 357,000.00 347,500.00 0.00%
One 63 4666620 MC HENRY, IL IL 60050-0000 Single Family Primary 70 400,000.00 0 0.00%
One 64 4716650 SHARON HILLS, NJ NJ 07078-0000 Single Family Primary 74.56 855,000.00 0 0.00%
One 65 4718203 HARDING TWP, NJ NJ 07976-0000 Single Family Primary 64.15 1,300,000.00 1,300,000.00 0.00%
One 66 4725560 RIDGEWOOD, NJ NJ 07450-0000 Single Family Primary 80 360,000.00 350,000.00 1.03%
One 67 4731507 DALLAS, TX TX 75225-0000 Single Family Primary 90 300,000.00 300,000.00 0.00%
One 68 4731722 HOUSTON, TX TX 77005-0000 Single Family Primary 88.04 357,500.00 0 0.00%
One 69 4731813 DESOTO, TX TX 75115-0000 Single Family Primary 89.99 288,800.00 0 0.00%
One 70 4732430 SPRING, TX TX 77379-0000 Single Family Primary 72.8 348,000.00 0 0.00%
One 71 4733488 HOUSTON, TX TX 77079-0000 Single Family Primary 83.72 270,000.00 0 0.00%
One 72 4733659 DALLAS, TX TX 75214-0000 Single Family Primary 86.79 265,000.00 0 0.00%
One 73 4733976 COLLEYVILLE, TX TX 76034-0000 Single Family Primary 80 350,000.00 350,000.00 0.00%
One 74 4734731 KINGWOOD, TX TX 77345-0000 Single Family Primary 60.69 435,000.00 435,000.00 0.00%
</TABLE>
Page 21
<PAGE> 137
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 75 4734753 PLANO, TX TX 75023-0000 Single Family Primary 87.52 270,000.00 270,000.00 0.00%
One 76 4735235 KINGWOOD, TX TX 77339-0000 Single Family Primary 80 600,000.00 585,000.00 0.00%
One 77 4735359 HOUSTON, TX TX 77025-0000 Single Family Primary 90 409,000.00 408,500.00 0.00%
One 78 4735869 HOUSTON, TX TX 77005-0000 Single Family Primary 74.58 310,000.00 310,000.00 0.00%
One 79 4750986 WINTER PARK, FL FL 32789-0000 Single Family Primary 74.29 525,000.00 0 0.00%
One 80 4755028 HUNTERSVILLE, NC NC 28078-0000 Single Family Primary 65.48 420,000.00 0 0.00%
One 81 4768610 LEUCODIA, CA CA 92024-0000 Single Family Primary 66.67 1,500,000.00 0 0.00%
One 82 4769328 LOS ANGELES, CA CA 90010-0000 CONDO Primary 66.2 355,000.00 0 0.00%
One 83 4769690 REDONDO BEACH, CA CA 90278-0000 CONDO Primary 75 326,000.00 0 0.00%
One 84 4772377 PEPPER PIKE, OH OH 44124-0000 Single Family Primary 89.89 447,000.00 445,000.00 0.00%
One 85 4778599 DALLAS, TX TX 75238-0000 Single Family Primary 90 244,500.00 0 0.00%
One 86 4778657 HOUSTON, TX TX 77024-0000 Single Family Primary 90 305,000.00 298,000.00 0.00%
One 87 4778941 HOUSTON, TX TX 77046-0000 Single Family Primary 53.22 500,000.00 450,000.00 0.00%
One 88 4779820 HOUSTON, TX TX 77062-0000 Single Family Primary 89.47 475,000.00 475,000.00 0.00%
One 89 4780524 HOUSTON, TX TX 77068-0000 Single Family Primary 57.22 395,000.00 0 0.00%
One 90 4780965 PLANO, TX TX 75086-0000 Single Family Primary 77.7 296,000.00 296,000.00 0.00%
One 91 4781174 HOUSTON, TX TX 77024-0000 Single Family Primary 88.71 280,000.00 0 0.00%
One 92 4781210 PLANO, TX TX 75093-0000 Single Family Primary 73.93 519,000.00 499,276.59 0.00%
One 93 4781243 COLLEYVILL, TX TX 76034-0000 Single Family Primary 80 320,000.00 0 0.00%
One 94 4781276 DALLAS, TX TX 55555-0000 Single Family Primary 75 315,000.00 0 0.00%
One 95 4781786 HOUSTON, TX TX 70240-0000 Single Family Primary 90 251,000.00 233,000.00 0.00%
One 96 4781822 DALLAS, TX TX 75287-0000 Single Family Primary 90 325,000.00 325,000.00 0.00%
One 97 4782188 HOUSTON, TX TX 77055-0000 Single Family Primary 64.47 380,000.00 0 0.00%
One 98 4788661 RUMSON, NJ NJ 07760-0000 Single Family Primary 80 1,000,000.00 1,000,000.00 2.76%
One 99 4818660 RINGOES, NJ NJ 08551-0000 Single Family Primary 90 310,000.00 308,000.00 1.03%
One 100 4819404 OCEAN CITY, NJ NJ 08226-0000 CONDO Vacation 70 410,000.00 372,500.00 2.76%
One 101 4819878 GLEN RIDGE, NJ NJ 07028-0000 Single Family Primary 80 565,000.00 565,000.00 0.00%
One 102 4919023 RENO, NV NV 89509-0000 Single Family Primary 70 740,000.00 760,000.00 0.00%
One 103 4934446 GREENSBORO, NC NC 27408-0000 Single Family Primary 90 290,000.00 290,000.00 0.00%
One 104 4941339 TALLAHASSEE, FL FL 32312-0000 Single Family Primary 89.79 235,000.00 235,000.00 0.00%
One 105 4944144 ASPEN, CO CO 81611-0000 Single Family Primary 24 2,500,000.00 0 0.00%
One 106 4944938 FORT COLLINS, CO CO 80524-0000 Single Family Primary 90 310,000.00 310,000.00 0.00%
One 107 4961198 CHARLOTTE, NC NC 28270-0000 Single Family Primary 83.06 265,000.00 0 0.00%
One 108 4969495 DELAFIELD, WI WI 53018-0000 Single Family Primary 71.69 418,500.00 440,000.00 0.00%
One 109 4972354 GREENVILLE, SC SC 29651-0000 Single Family Primary 80 356,000.00 356,000.00 0.00%
One 110 4973448 HENDERSONVILLE, NC NC 28739-0000 Single Family Primary 74.99 455,000.00 0 0.00%
One 111 4979772 HIGHLANDS RANCH CO CO 80126-0000 Single Family Primary 86.08 255,000.00 255,000.00 0.00%
</TABLE>
Page 22
<PAGE> 138
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 112 4994958 EDWARDS, CO CO 81632-0000 Single Family Primary 74.07 675,000.00 0 0.00%
One 113 4995881 MATTHEWS, NC NC 28105-0000 Single Family Primary 80 380,000.00 0 0.00%
One 114 4996385 GREENVILLE, SC SC 29607-0000 Single Family Primary 90 350,000.00 0 0.00%
One 115 5097950 PHOENIX, AZ AZ 85044-0000 Single Family Primary 72.46 345,000.00 0 0.00%
One 116 5211091 SHARON, MA MA 02067-0000 Single Family Primary 80 332,000.00 322,000.00 0.00%
One 117 5317128 JUPITER, FL FL 33477-0000 Single Family Primary 55.17 725,000.00 0 0.00%
One 118 5639204 LIGHTHOUSE PT FL FL 33064-0000 Single Family Primary 90 285,000.00 280,000.00 0.00%
One 119 5708657 HUNTSVILLE, AL AL 35802-0000 Single Family Primary 72.46 345,000.00 0 0.00%
One 120 5790228 METAIRIE, LA LA 70002-0000 Single Family Primary 80 420,000.00 420,000.00 0.00%
One 121 5803421 NORTHRIDGE, CA CA 91326-0000 Single Family Primary 78.87 355,000.00 355,000.00 0.00%
One 122 5805879 LOS ANGELES, CA CA 90046-0000 Multi Family Primary 80 350,000.00 0 0.00%
One 123 5807808 MALIBU, CA CA 90265-0000 Single Family Vacation 58.21 950,000.00 0 0.00%
One 124 5808593 LOS ANGELES, CA CA 91316-0000 Single Family Primary 47.91 550,000.00 0 2.76%
One 125 5808899 NEWPORT BEACH, CA CA 92660-0000 Single Family Primary 44.1 1,950,000.00 0 2.76%
One 126 5809381 SANTA MONICA, CA CA 90402-0000 CONDO Primary 75 785,000.00 0 2.76%
One 127 5820089 SCOTTSDALE, AZ AZ 85258-0000 Single Family Primary 90 263,000.00 0 0.00%
One 128 5824228 TUCSON, AZ AZ 85716-0000 Single Family Primary 80 615,000.00 0 0.00%
One 129 5828896 SCOTTSDALE, AZ AZ 85253-0000 PUD Primary 80 440,000.00 0 1.03%
One 130 5850793 PLEASANTON, CA CA 94566-0000 Single Family Primary 80 340,000.00 340,000.00 0.00%
One 131 5853929 ROCKLIN, CA CA 95765-0000 Single Family Primary 90 236,000.00 235,450.00 1.03%
One 132 5854987 SAN FRANCISCO, CA CA 94133-0000 CONDO Primary 69.46 550,000.00 0 0.00%
One 133 5855811 ORINDA, CA CA 94563-0000 Single Family Primary 77.28 427,000.00 0 1.03%
One 134 5857577 LOS ALTOS, CA CA 94022-0000 Single Family Primary 67 597,000.00 0 0.00%
One 135 5857985 LOS ALTOS, CA CA 94024-0000 Single Family Primary 70.19 520,000.00 0 2.76%
One 136 5896320 KNOXVILLE, TN TN 37931-0000 Single Family Primary 78.83 300,000.00 0 0.00%
One 137 5904510 ORIENT POINT, NY NY 11939-0000 Single Family Vacation 48.78 615,000.00 0 0.00%
One 138 5993906 PLANTATION, FL FL 33317-0000 Single Family Primary 56.97 409,000.00 0 0.00%
One 139 6367416 SAGAPONACK, NY NY 11962-0000 Single Family Vacation 31.78 944,000.00 0 0.00%
One 140 6376122 OLD GREENWICH, CT CT 06870-0000 CONDO Investor 80 330,000.00 330,000.00 0.00%
One 141 6382431 FAIRFIELD, CT CT 06430-0000 Single Family Primary 80 450,000.00 435,000.00 0.00%
One 142 6396753 NEW YORK, NY NY 10017-0000 CONDO Primary 74.7 415,000.00 415,000.00 0.00%
One 143 6407962 WOODCLIFF LAKE, NJ NJ Jul-2000 Single Family Primary 72.73 340,000.00 330,000.00 0.00%
One 144 6412281 BRONXVILLE, NY NY 10708-0000 Single Family Primary 80 617,000.00 615,000.00 0.00%
One 145 6415202 CEDARHURST, NY NY 11516-0000 Single Family Primary 65.54 325,000.00 0 0.00%
One 146 6417944 RYEBROOK, NY NY 10573-0000 Single Family Primary 68.57 350,000.00 350,000.00 1.03%
One 147 6423110 GREAT NECK, NY NY 11020-0000 Single Family Investor 66.67 345,000.00 345,000.00 0.00%
One 148 6424305 SOUTHPORT, CT CT 06490-0000 Single Family Primary 63.16 475,000.00 0 0.00%
</TABLE>
Page 23
<PAGE> 139
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 149 6424611 DIX HILLS, NY NY 11746-0000 Single Family Primary 90 280,000.00 270,000.00 0.00%
One 150 6426694 BEDFORD, NY NY 10506-0000 Single Family Primary 80 335,000.00 335,000.00 0.00%
One 151 6431140 ROSLYN, NY NY 11576-0000 Single Family Primary 80 422,000.00 0 0.00%
One 152 6433292 PURCHASE, NY NY 10577-0000 Single Family Primary 19.55 2,250,000.00 0 0.00%
One 153 6434717 HASTING ON HUD, NY NY 10706-0000 Single Family Primary 77.14 350,000.00 405,000.00 0.00%
One 154 6438729 BRONX, NY NY 10465-0000 Single Family Primary 75.59 340,000.00 0 0.00%
One 155 6441891 PELHAM MANOR, NY NY 10803-0000 Single Family Primary 37.21 1,075,000.00 0 0.00%
One 156 6443401 CEDAR GROVE, NJ NJ 07009-0000 Single Family Primary 65.52 600,000.00 580,000.00 0.00%
One 157 6444878 NEW YORK, NY NY 10024-0000 CONDO Primary 80 260,000.00 260,000.00 0.00%
One 158 6449420 RIDGEWOOD, NJ NJ 07450-0000 Single Family Primary 70.12 435,000.00 435,000.00 0.00%
One 159 6451670 MAMARONECK, NY NY 10543-0000 Single Family Primary 80 348,000.00 347,500.00 0.00%
One 160 6452231 BRIDGEPORT, CT CT 06605-0000 Single Family Primary 75 540,000.00 540,000.00 0.00%
One 161 6455182 NEW YORK, NY NY 10128-0000 COOP Primary 80 625,000.00 625,000.00 0.00%
One 162 6456684 GRANITE SPRING, NY NY 10527-0000 Single Family Primary 65.39 390,000.00 0 0.00%
One 163 6457290 SCARSDALE, NY NY 10583-0000 CONDO Primary 73.53 340,000.00 0 0.00%
One 164 6457949 NEW YORK, NY NY 10023-0000 COOP Primary 68.69 495,000.00 495,000.00 0.00%
One 165 6459570 OYSTER BAY, NY NY 11771-0000 Single Family Primary 80 280,000.00 273,500.00 0.00%
One 166 6460863 IRVINGTON, NY NY 10591-0000 CONDO Primary 80 281,000.00 280,000.00 0.00%
One 167 6461040 OCEAN TWP, NJ NJ 07712-0000 Single Family Primary 75.97 286,000.00 285,000.00 0.00%
One 168 6461301 VOORHEES, NJ NJ 08043-0000 Single Family Primary 77.42 310,000.00 310,000.00 0.00%
One 169 6461935 WEST ORANGE, NJ NJ 07052-0000 Single Family Primary 78.43 510,000.00 0 0.00%
One 170 6463861 MONTVILLE, NJ NJ 07045-0000 Single Family Primary 72.99 685,000.00 0 0.00%
One 171 6464977 SOUTH SALEM, NY NY 10590-0000 Single Family Primary 84.38 365,000.00 0 0.00%
One 172 6465700 PLEASANTVILLE, NY NY 10570-0000 Single Family Primary 67.96 515,000.00 535,000.00 0.00%
One 173 6465743 PELHAM, NY NY 10803-0000 Single Family Primary 59.48 580,000.00 643,000.00 0.00%
One 174 6465970 NEW YORK, NY NY 10002-0000 COOP Primary 68.85 400,000.00 0 0.00%
One 175 6468173 SCARSDALE, NY NY 10583-0000 CONDO Primary 80 385,000.00 375,000.00 0.00%
One 176 6469008 JAMAICA ESTATE, NY NY 11432-0000 Single Family Primary 80 500,000.00 500,000.00 0.00%
One 177 6469143 PLEASANTVILLE, NY NY 10570-0000 Single Family Primary 60 375,000.00 385,000.00 0.00%
One 178 6470812 NORTH SALEM, NY NY 10560-0000 Single Family Primary 77.78 360,000.00 360,000.00 0.00%
One 179 6471167 HARRISON, NY NY 10528-0000 Single Family Primary 80 555,000.00 0 0.00%
One 180 6471371 HUNTINGTON, NY NY 11743-0000 Single Family Primary 54.95 455,000.00 0 0.00%
One 181 6472080 NEW YORK, NY NY 10128-0000 CONDO Primary 70 1,100,000.00 1,100,000.00 0.00%
One 182 6474121 DARIEN, CT CT 06820-0000 Single Family Primary 90 345,000.00 345,000.00 0.00%
One 183 6475510 LARCHMONT, NY NY 10538-0000 Single Family Primary 76.43 395,000.00 392,500.00 0.00%
One 184 6475929 MILFORD, CT CT 06460-0000 Single Family Primary 55.81 430,000.00 0 0.00%
One 185 6477550 NORTHPORT, NY NY 11768-0000 Single Family Primary 78.33 300,000.00 325,000.00 0.00%
</TABLE>
Page 24
<PAGE> 140
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 186 6480769 WHITE PLAINS, NY NY 10605-0000 Single Family Primary 64.62 325,000.00 365,000.00 0.00%
One 187 6481852 NY, NY NY 10025-0000 Single Family Primary 34.62 1,300,000.00 0 0.00%
One 188 6482764 BLAUVELT, NY NY 10913-0000 Single Family Primary 78.33 600,000.00 0 0.00%
One 189 6485139 BRIARCLIFF, NY NY 10510-0000 Single Family Primary 90 417,000.00 370,000.00 0.00%
One 190 6486164 MILLBURN TWSP, NJ NJ 07078-0000 Single Family Primary 78.08 511,000.00 0 0.00%
One 191 6486335 NEW YORK, NY NY 10022-0000 COOP Investor 41.67 600,000.00 600,000.00 0.00%
One 192 6486845 EAST BRUNSWICK, NJ NJ 08816-0000 Single Family Primary 75 320,000.00 0 0.00%
One 193 6487837 LITTLE NECK, NY NY 11362-0000 Single Family Primary 88.71 310,000.00 0 0.00%
One 194 6489435 RIDGEFIELD, CT CT 06877-0000 Single Family Primary 78.07 415,000.00 0 0.00%
One 195 6491700 BEDFORD HILLS, NY NY 10507-0000 Single Family Primary 79.7 268,500.00 268,500.00 0.00%
One 196 6492600 NORTH MERRICK, NY NY 11566-0000 Single Family Primary 68.6 328,000.00 395,000.00 0.00%
One 197 6494173 HAMPTON BAYS, NY NY 11946-0000 Single Family Primary 71.19 302,000.00 322,500.00 0.00%
One 198 6497149 STAMFORD, CT CT 06902-0000 Single Family Primary 75 495,000.00 495,000.00 0.00%
One 199 6497852 FIRE ISLAND PINES, NY NY 11782-0000 Single Family Primary 74.15 400,000.00 0 0.00%
One 200 6497863 EAST HILLS, NY NY 11576-0000 Single Family Primary 73.39 545,000.00 0 0.00%
One 201 6498630 ROSLYN, NY NY 11576-0000 Single Family Primary 63.01 365,000.00 0 0.00%
One 202 6498651 HUNTINGTON, NY NY 11743-0000 Single Family Primary 80 350,000.00 0 0.00%
One 203 6499188 GREAT NECK, NY NY 11023-0000 Single Family Primary 80 425,000.00 422,500.00 0.00%
One 204 6499905 WATER MILL, NY NY 11976-0000 Single Family Primary 73.97 365,000.00 0 0.00%
One 205 6500800 STAMFORD, CT CT 06902-0000 Single Family Primary 70.97 620,000.00 620,000.00 0.00%
One 206 6501009 STAMFORD, CT CT 06902-0000 Single Family Primary 76 375,000.00 0 0.00%
One 207 6501381 GREAT NECK, NY NY 11023-0000 Single Family Primary 75 450,000.00 0 0.00%
One 208 6501406 MERRICK, NY NY 11566-0000 Single Family Primary 49.43 435,000.00 0 0.00%
One 209 6501417 NEW YORK, NY NY 10028-0000 CONDO Primary 65.73 715,000.00 0 0.00%
One 210 6502792 IRVINGTON, NY NY 10533-0000 Single Family Primary 41.8 610,000.00 0 0.00%
One 211 6502828 TENAFLY, NJ NJ 07670-0000 Single Family Primary 80 525,000.00 525,000.00 0.00%
One 212 6504903 EAST HILLS, NY NY 11577-0000 Single Family Primary 56.53 490,000.00 500,000.00 0.00%
One 213 6507832 BRONX , NY NY 10471-0000 Single Family Primary 79.6 630,000.00 627,500.00 0.00%
One 214 6512956 DOBBS FERRY, NY NY 10522-0000 Single Family Primary 62.32 345,000.00 0 0.00%
One 215 6513290 FOREST HILLS, NY NY 11375-0000 Single Family Primary 89.93 280,000.00 278,000.00 0.00%
One 216 6518908 WOODBURY, NY NY 11797-0000 Single Family Primary 66.67 530,000.00 465,000.00 0.00%
One 217 6519310 ROSLYN, NY NY 11576-0000 Single Family Primary 73.04 400,000.00 0 0.00%
One 218 6528898 RYE, NY NY 10580-0000 Single Family Primary 66.8 485,000.00 0 0.00%
One 219 6529278 NEW HYDE PARK, NY NY 11040-0000 Single Family Primary 80 312,000.00 312,000.00 0.00%
One 220 6529482 DIX HILLS, NY NY 11746-0000 Single Family Primary 75 290,000.00 0 0.00%
One 221 6534788 FLUSHING, NY NY 11365-0000 Single Family Primary 64.29 350,000.00 0 0.00%
One 222 6536444 SCARSDALE, NY NY 10583-0000 Single Family Primary 80 280,000.00 262,500.00 0.00%
</TABLE>
Page 25
<PAGE> 141
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 223 6537200 MT VERNON, NY NY 10552-0000 Single Family Primary 87.74 310,000.00 0 0.00%
One 224 6537593 NEW YORK, NY NY 10024-0000 COOP Primary 90 325,000.00 0 0.00%
One 225 6542980 HOLLISWOOD, NY NY 11423-0000 Single Family Primary 74.63 335,000.00 0 0.00%
One 226 6546084 GREAT NECK, NY NY 11021-0000 Single Family Primary 64.2 405,000.00 0 0.00%
One 227 6546787 SOUTH HACKENSACK, NJ NJ 07606-0000 Multi Family Primary 63.91 435,000.00 0 0.00%
One 228 6547101 POUND RIDGE, NY NY 10576-0000 Single Family Primary 80 340,000.00 0 0.00%
One 229 6548432 BROOKLYN, NY NY 11215-0000 Single Family Primary 75 430,000.00 0 0.00%
One 230 6548670 STAMFORD, CT CT 06902-0000 Single Family Primary 80 320,000.00 0 0.00%
One 231 6553159 ROCKVILLE CTR, NY NY 11570-0000 Single Family Primary 75 300,000.00 335,000.00 0.00%
One 232 6554570 NEW YORK, NY NY 10021-0000 CONDO Primary 41.67 872,000.00 840,000.00 0.00%
One 233 6559756 MANHASSET, NY NY 11030-0000 Single Family Primary 80 305,000.00 0 1.03%
One 234 6560438 STATEN ISLAND, NY NY 10305-0000 Multi Family Primary 70 600,000.00 0 0.00%
One 235 6562400 FIRE ISLAND, NY NY 11734-0000 Single Family Vacation 76 325,000.00 0 0.00%
One 236 6570588 WHITE PLAINS, NY NY 10606-0000 Single Family Primary 90 280,000.00 0 0.00%
One 237 6572380 GREENWICH, CT CT 06830-0000 CONDO Primary 80 355,000.00 0.00 0.00%
One 238 6575366 NEW YORK, NY NY 10028-0000 CONDO Primary 90 275,000.00 285,000.00 0.00%
One 239 6576074 RANDOLPH, NJ NJ 07869-0000 Single Family Primary 56.28 430,000.00 0 0.00%
One 240 6576880 HUNTINGTON, NY NY 11743-0000 Single Family Primary 77.88 340,000.00 321,000.00 0.00%
One 241 6578568 RIVERDALE, NY NY 10400-0000 Single Family Primary 80 330,000.00 330,000.00 0.00%
One 242 6579593 SCARSDALE, NY NY 10583-0000 Single Family Primary 80 325,000.00 0 0.00%
One 243 6580592 SCARSDALE, NY NY 10583-0000 Single Family Primary 67.57 555,000.00 557,900.00 0.00%
One 244 6580843 BROOKLYN, NY NY 11217-0000 Multi Family Primary 90 330,000.00 325,000.00 0.00%
One 245 6585213 NEW YORK, NY NY 10023-0000 CONDO Vacation 79.66 467,000.00 0 0.00%
One 246 6591170 BROOKHAVEN, NY NY 11719-0000 Single Family Primary 74.92 315,000.00 315,000.00 0.00%
One 247 6591668 NEW YORK, NY NY 10011-0000 CONDO Primary 76.32 285,000.00 0 0.00%
One 248 6592208 POUND RIDGE, NY NY 10576-0000 Single Family Primary 90 327,000.00 325,000.00 0.00%
One 249 6595272 WHITE PLAINS, NY NY 10605-0000 Single Family Primary 45.59 680,000.00 0 0.00%
One 250 6598281 PLAINVIEW, NY NY 11803-0000 Single Family Primary 70.77 325,000.00 0 0.00%
One 251 6598452 BRONXVILLE, NY NY 10708-0000 Single Family Primary 80 590,000.00 585,000.00 0.00%
One 252 6599411 LARCHMONT NY NY 10538-0000 Single Family Primary 80 535,000.00 0 0.00%
One 253 6610456 NEW YORK, NY NY 10011-0000 COOP Primary 68.25 337,000.00 0 0.00%
One 254 6613851 OLD FIELD, NY NY 11733-0000 Single Family Primary 80 335,000.00 315,000.00 0.00%
One 255 6626219 RIDGEFIELD, CT CT 06877-0000 Single Family Primary 80 296,000.00 280,000.00 0.00%
One 256 6626467 GREENWICH, CT CT 06830-0000 Single Family Primary 40.91 1,100,000.00 0 0.00%
One 257 6629239 COLTS NECK, NJ NJ 07722-0000 Single Family Primary 80 348,000.00 0 0.00%
One 258 6629272 WOODSBURGH, NY NY 11598-0000 Single Family Primary 83.83 835,000.00 835,000.00 0.00%
One 259 6631514 FAIRFIELD, CT CT 06430-0000 Single Family Primary 76.79 280,000.00 0 0.00%
</TABLE>
Page 26
<PAGE> 142
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 260 6631897 SCARSDALE, NY NY 10583-0000 Single Family Primary 66.67 450,000.00 0 0.00%
One 261 6633790 NEW YORK, NY NY 10024-0000 COOP Primary 71.43 700,000.00 700,000.00 0.00%
One 262 6636245 TUCKAHOE, NY NY 10707-0000 Single Family Primary 79.51 327,000.00 327,000.00 0.00%
One 263 6636686 STAMFORD, CT CT 06903-0000 Single Family Primary 76.11 450,000.00 450,000.00 0.00%
One 264 6637805 MONTCLAIR, NJ NJ 07042-0000 Single Family Primary 69.88 415,000.00 0 0.00%
One 265 6644390 NEW YORK, NY NY 10023-0000 CONDO Primary 79.66 525,000.00 525,000.00 0.00%
One 266 6649393 ARDSLEY, NY NY 10502-0000 Single Family Primary 80 280,000.00 0 0.00%
One 267 6650235 STATEN ISLAND, NY NY 10305-0000 Single Family Primary 69.77 430,000.00 0 0.00%
One 268 6653620 DOBBS FERRY, NY NY 10522-0000 Single Family Primary 80 309,000.00 0 0.00%
One 269 6653700 GREAT NECK, NY NY 11021-0000 Single Family Primary 70.24 336,000.00 336,000.00 0.00%
One 270 6653890 BRIARCLIFF MNR NY NY 10510-0000 Single Family Primary 73.65 630,000.00 0 0.00%
One 271 6653925 SOUTHAMPTON, NY NY 11968-0000 Single Family Primary 24.85 5,231,000.00 0 0.00%
One 272 6658656 EAST HAMPTON, NY NY 11937-0000 Single Family Vacation 67.91 430,000.00 0 0.00%
One 273 6658758 NEW YORK, NY NY 10022-0000 CONDO Vacation 60 375,000.00 375,000.00 0.00%
One 274 6662835 NEW YORK, NY NY 10012-0000 Multi Family Primary 57.14 1,235,000.00 1,225,000.00 0.00%
One 275 6664014 MUTTONTOWN, NY NY 11791-0000 Single Family Primary 80 675,000.00 655,000.00 0.00%
One 276 6667384 SETAUKET, NY NY 11733-0000 Single Family Primary 80 435,000.00 0 0.00%
One 277 6667624 LARCHMONT, NY NY 10538-0000 Single Family Primary 90 280,000.00 276,500.00 0.00%
One 278 6669925 W HAMPTON BEAC, NY NY 11978-0000 Single Family Primary 73.96 622,000.00 0 0.00%
One 279 6671698 NEW YORK, NY NY 10024-0000 COOP Primary 75 315,000.00 310,000.00 0.00%
One 280 6674018 STATEN ISLAND, NY NY 10307-0000 Single Family Primary 63.8 395,000.00 0 0.00%
One 281 6674266 WHITE PLAINS, NY NY 10605-0000 Single Family Primary 80 270,000.00 0 0.00%
One 282 6680633 ORANGE, CT CT 06477-0000 Single Family Primary 75 435,000.00 0 0.00%
One 283 6693792 COLD SPRING HARBOR NY NY 11724-0000 Single Family Primary 80 425,000.00 0 0.00%
One 284 6695415 NEW YORK, NY NY 10013-0000 CONDO Primary 79.98 316,000.00 284,200.00 0.00%
One 285 6695492 NEW YORK, NY NY 10013-0000 CONDO Primary 74.74 285,000.00 0 0.00%
One 286 6695620 FORT SOLONGA, NY NY 11768-0000 Single Family Primary 75 320,000.00 320,000.00 0.00%
One 287 6699584 NEW YORK, NY NY 10023-0000 CONDO Primary 80 600,000.00 515,000.00 0.00%
One 288 6700220 LARCHMONT, NY NY 10538-0000 Single Family Primary 70.15 325,000.00 0 0.00%
One 289 6705439 NEW YORK, NY NY 10010-0000 CONDO Primary 72.21 385,000.00 0 0.00%
One 290 6706078 NEW YORK, NY NY 10025-0000 CONDO Primary 70.62 385,000.00 388,500.00 0.00%
One 291 6711089 DOUGLASTON, NY NY 11362-0000 Single Family Primary 72.46 345,000.00 362,500.00 0.00%
One 292 6713969 BROOKLYN, NY NY 11215-0000 Multi Family Primary 80 450,000.00 450,000.00 0.00%
One 293 6718598 NEW YORK, NY NY 10003-0000 CONDO Primary 90 345,000.00 325,000.00 0.00%
One 294 6719058 GUILFORD, CT CT 06437-0000 Single Family Primary 70 450,000.00 0 0.00%
One 295 6723678 ROCKVL CENTRE NY NY 11570-0000 Single Family Primary 64.71 345,000.00 340,000.00 0.00%
One 296 6728809 NEW YORK, NY NY 10003-0000 CONDO Primary 64.74 380,000.00 0 0.00%
</TABLE>
Page 27
<PAGE> 143
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 297 6736330 ROCHESTER, NY NY 14625-0000 Single Family Primary 90 250,000.00 247,000.00 0.00%
One 298 6751684 NEW ROCHELLE, NY NY 10804-0000 Single Family Primary 77.59 290,000.00 0 0.00%
One 299 6756270 NEW YORK, NY NY 10014-0000 CONDO Primary 72.46 480,000.00 345,000.00 0.00%
One 300 6761338 EDGEWATER, NJ NJ 07020-0000 CONDO Primary 90 260,000.00 0 0.00%
One 301 6762818 BRANFORD, CT CT 06405-0000 Single Family Primary 78.74 635,000.00 635,000.00 0.00%
One 302 6766069 PORT WASHINGTON, N NY 11050-0000 Single Family Primary 80 400,000.00 400,000.00 0.00%
One 303 6767775 BEECHURST, NY NY 11357-0000 Single Family Primary 64.52 515,000.00 465,000.00 0.00%
One 304 6770215 NEW CANAAN, CT CT 06840-0000 Single Family Primary 75 400,000.00 0 0.00%
One 305 6772935 WESTPORT, CT CT 06880-0000 Single Family Primary 87.02 335,000.00 0 0.00%
One 306 6773610 SETAUKET, NY NY 11733-0000 Single Family Primary 63.72 565,000.00 565,000.00 0.00%
One 307 6775219 COMMACK, NY NY 11725-0000 Single Family Primary 80 320,000.00 313,500.00 0.00%
One 308 6776459 ARMONK, NY NY 10504-0000 Single Family Primary 57.03 575,000.00 561,100.00 2.76%
One 309 6779559 LAKEVILLE, CT CT 06039-0000 Single Family Vacation 70 465,000.00 0 0.00%
One 310 6782950 LARCHMONT, NY NY 10538-0000 Single Family Primary 80 515,000.00 525,000.00 0.00%
One 311 6787284 RYEBROOK, NY NY 10573-0000 Single Family Primary 90 410,000.00 410,000.00 0.00%
One 312 6789676 LAKE SUCCESS, NY NY 11020-0000 Single Family Primary 78.48 446,000.00 450,000.00 0.00%
One 313 6794213 NEW YORK, NY NY 10001-0000 CONDO Primary 89.99 290,000.00 287,600.00 0.00%
One 314 6794858 BROOKLYN, NY NY 11201-0000 Multi Family Primary 51.31 565,000.00 0 0.00%
One 315 6798327 NEW YORK, NY NY 10011-0000 CONDO Primary 68.42 475,000.00 475,000.00 0.00%
One 316 6799840 ROCKVILLE CENTER, NY 11570-0000 Single Family Primary 80 544,500.00 544,500.00 0.00%
One 317 6807064 ROSLYN HEIGHTS, NY NY 11577-0000 Single Family Primary 75.11 395,000.00 0 2.76%
One 318 6808090 BROOKLYN, NY NY 11205-0000 Single Family Primary 84.71 255,000.00 0 0.00%
One 319 6808759 SPARTA, NJ NJ 07871-0000 Single Family Primary 62.5 440,000.00 0 0.00%
One 320 6813271 GREENWICH, CT CT 06836-0000 Single Family Primary 80 750,000.00 750,000.00 1.03%
One 321 6818719 BRIDGEHAMPTON, NY NY 11932-0000 Single Family Primary 63.66 355,000.00 0 1.03%
One 322 6820380 LARCHMONT, NY NY 10538-0000 Single Family Primary 58 400,000.00 0 1.03%
One 323 6829293 NORTHPORT, NY NY 11768-0000 Single Family Primary 65.75 365,000.00 365,000.00 0.00%
One 324 6830554 GREENWICH, CT CT 06830-0000 Single Family Primary 70.37 675,000.00 0 0.00%
One 325 6831422 STATEN ISLAND, NY NY 10309-0000 Multi Family Primary 75 385,000.00 0 2.76%
One 326 6832946 NEW YORK, NY NY 10028-0000 CONDO Primary 90 300,000.00 300,000.00 0.00%
One 327 6834817 NEW YORK, NY NY 10003-0000 Multi Family Primary 70 515,000.00 515,000.00 0.00%
One 328 6835332 SOUTHAMPTON, NY NY 11968-0000 Single Family Vacation 68.18 440,000.00 0 0.00%
One 329 6837087 IRVINGTON, NY NY 10533-0000 Single Family Primary 75 820,000.00 820,000.00 0.00%
One 330 6842860 BEDFORD, NY NY 10506-0000 Single Family Primary 79.79 470,000.00 486,000.00 1.03%
One 331 6844264 NEW YORK, NY NY 10016-0000 CONDO Primary 69.25 410,000.00 361,000.00 0.00%
One 332 6845143 SCARSDALE, NY NY 10583-0000 Single Family Primary 80 555,000.00 550,000.00 1.03%
One 333 6870220 CORONA, NY NY 11368-0000 Multi Family Primary 73.24 470,000.00 468,000.00 0.00%
</TABLE>
Page 28
<PAGE> 144
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 334 6883109 NEW ALBANY, OH OH 43054-0000 Single Family Primary 76.35 644,000.00 0 0.00%
One 335 6885352 DURANGO, CO CO 81301-0000 Single Family Primary 40.35 610,000.00 0 0.00%
One 336 6886082 SCARSDALE, NY NY 10583-0000 Single Family Primary 62.69 670,000.00 0 2.76%
One 337 6898489 MOUNT KISCO, NY NY 10507-0000 Single Family Primary 78.58 585,000.00 585,000.00 0.00%
One 338 6903465 ARMONK, NY NY 10504-0000 Single Family Primary 68.97 435,000.00 0 1.03%
One 339 6913651 RYE, NY NY 10580-0000 Single Family Primary 39.52 2,500,000.00 0 2.76%
One 340 6915486 SEARINGTOWN, NY NY 11507-0000 Single Family Primary 79.5 330,000.00 0 0.00%
One 341 6929684 NEW YORK, NY NY 10021-0000 CONDO Primary 90 271,000.00 0 0.00%
One 342 6946220 NEW YORK, NY NY 10028-0000 COOP Primary 90 395,000.00 395,000.00 0.00%
One 343 6955345 BROOKLYN, NY NY 11215-0000 COOP Primary 80 329,000.00 0 0.00%
One 344 6958048 BROOKLYN, NY NY 11215-0000 Multi Family Primary 90 445,000.00 445,000.00 1.03%
One 345 6960866 LARCHMONT, NY NY 10536-0000 Single Family Primary 77.14 385,000.00 0 1.03%
One 346 6963864 HARTSDALE, NY NY 10530-0000 Single Family Primary 78.69 305,000.00 0 2.76%
One 347 6967956 NEW YORK, NY NY 10023-0000 COOP Primary 80 365,000.00 348,000.00 0.00%
One 348 6973653 ARMONK, NY NY 10504-0000 Single Family Primary 66.29 458,000.00 445,000.00 2.76%
One 349 6974587 STONINGTON, CT CT 06379-0000 Single Family Vacation 90 380,000.00 342,000.00 1.03%
One 350 6978453 NEW YORK, NY NY 10023-0000 CONDO Primary 80 290,000.00 290,000.00 2.76%
One 351 6979026 BRIARCLIFF MANOR, NY NY 10510-0000 Single Family Primary 75 445,000.00 445,000.00 1.03%
One 352 6981855 NEW YORK, NY NY 10028-0000 CONDO Primary 74.29 715,000.00 673,000.00 2.76%
One 353 6982166 SAG HARBOR, NY NY 11963-0000 Single Family Vacation 58.82 425,000.00 0 0.00%
One 354 7012733 MECHANICSBURG, PA PA 17055-0000 Single Family Primary 90 248,000.00 245,000.00 0.00%
One 355 7189142 MIAMI, FL FL 33133-0000 Single Family Primary 80 277,000.00 285,000.00 0.00%
One 356 7217973 YONKERS, NY NY 10701-0000 Single Family Primary 79.71 345,000.00 0 0.00%
One 357 7256294 NEWTOWN SQUARE, PA PA 19073-0000 Single Family Primary 79.43 280,000.00 280,000.00 0.00%
One 358 7293144 WARRENTON, VA VA 22186-0000 Single Family Primary 75 370,000.00 0 0.00%
One 359 7325160 PETALUMA, CA CA 94952-0000 Single Family Primary 73.02 315,000.00 0 0.00%
One 360 7402851 EAGLE, ID ID 83616-0000 Single Family Primary 90 295,900.00 292,500.00 0.00%
One 361 7451187 FRESNO, CA CA 93711-0000 Single Family Primary 76.23 305,000.00 0 0.00%
One 362 7470567 MAPLE GLENN, PA PA 19002-0000 Single Family Primary 47.1 637,000.00 0 0.00%
One 363 7481381 ARMONK, NY NY 10504-0000 Single Family Primary 75 440,000.00 440,000.00 0.00%
One 364 7506416 ALEXANDRIA, VA VA 22302-0000 Single Family Primary 67.05 440,000.00 0 0.00%
One 365 7576750 PLANO, TX TX 75093-0000 Single Family Primary 70.33 620,000.00 620,000.00 0.00%
One 366 7601440 HOUSTON, TX TX 77024-0000 Single Family Primary 80 331,500.00 275,000.00 0.00%
One 367 7601654 GARLAND, TX TX 75045-0000 Single Family Primary 79.99 305,000.00 291,850.00 0.00%
One 368 7601734 HOUSTON, TX TX 77024-0000 Single Family Primary 68.97 775,000.00 725,000.00 0.00%
One 369 7602410 HOUSTON, TX TX 77005-0000 Single Family Primary 80 318,000.00 318,000.00 0.00%
One 370 7602420 HOUSTON, TX TX 77042-0000 Single Family Primary 77.58 275,000.00 0 0.00%
</TABLE>
Page 29
<PAGE> 145
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 371 7602464 HIGHLAND VILLA, TX TX 75067-0000 Single Family Primary 61.9 366,000.00 0 0.00%
One 372 7602828 COLLEYVILLE, TX TX 76034-0000 Single Family Primary 77.03 305,000.00 0 0.00%
One 373 7602941 DALLAS, TX TX 75230-0000 Single Family Primary 63.29 790,000.00 0 0.00%
One 374 7603445 BEAUMONT, TX TX 77706-0000 Single Family Primary 87.21 355,000.00 0 0.00%
One 375 7603490 HOUSTON, TX TX 77027-0000 Single Family Primary 64.25 355,000.00 0 0.00%
One 376 7603922 PLANO, TX TX 75025-0000 Single Family Primary 72.5 360,000.00 360,000.00 0.00%
One 377 7605338 HOUSTON, TX TX 77005-0000 Single Family Primary 80 335,000.00 325,000.00 1.03%
One 378 7606385 HOUSTON, TX TX 77019-0000 Single Family Primary 76.09 380,000.00 0 2.76%
One 379 7607490 HOUSTON, TX TX 77024-0000 Single Family Primary 70.04 830,000.00 0 0.00%
One 380 7607628 HOUSTON, TX TX 77024-0000 Single Family Primary 57.67 515,000.00 0 0.00%
One 381 7607956 BELLAIRE, TX TX 77401-0000 Single Family Primary 60.24 500,000.00 0 0.00%
One 382 7608405 SOUTH LAKE, TX TX 76092-0000 Single Family Primary 80 295,000.00 295,000.00 0.00%
One 383 7609645 HOUSTON, TX TX 77079-0000 Single Family Primary 90 305,000.00 304,000.00 0.00%
One 384 7610098 COLLEYVILLE, TX TX 76034-0000 Single Family Primary 65.49 535,000.00 0 0.00%
One 385 7611239 DALLAS, TX TX 75220-0000 Single Family Primary 68.18 1,100,000.00 0 0.00%
One 386 7745359 S. BRUNSWICK, NJ NJ 08824-0000 Single Family Primary 77.33 300,000.00 0 0.00%
One 387 7823190 CHARLOTTE, NC NC 28278-0000 Single Family Primary 77.75 400,000.00 0 0.00%
One 388 7942112 MIAMI, FL FL 33143-0000 Single Family Primary 90 266,000.00 265,000.00 0.00%
One 389 7964512 LOS ANGELES, CA CA 90068-0000 Multi Family Primary 75 415,000.00 0 0.00%
One 390 8202020 NEW YORK, NY NY 10011-0000 Multi Family Primary 70 850,000.00 0 0.00%
One 391 8252368 PROVIDENCE, RI RI 02906-0000 Single Family Primary 80 425,000.00 405,000.00 0.00%
One 392 8261234 FLUSHING, NY NY 11367-0000 Single Family Primary 76.27 295,000.00 295,000.00 0.00%
One 393 8262791 THE WOODLANDS, TX TX 77381-0000 Single Family Primary 82 346,000.00 336,000.00 0.00%
One 394 8288649 NORFOLK, VA VA 23507-0000 Single Family Primary 74.03 385,000.00 0 0.00%
One 395 8298100 BAKERSFIELD, CA CA 93311-0000 Single Family Primary 80 935,000.00 650,000.00 0.00%
One 396 8309636 MILFORD, MI MI 48380-0000 CONDO Primary 76.36 275,000.00 0 0.00%
One 397 8396700 HACIENDA HEIGHTS, CA CA 91745-0000 Single Family Primary 70 700,000.00 0 0.00%
One 398 8436440 LOUISVILLE, CO CO 80027-0000 Single Family Primary 89.96 335,000.00 317,237.00 0.00%
One 399 8440233 NEW HYDE PARK, NY NY 11040-0000 Single Family Primary 83.72 258,000.00 0 0.00%
One 400 8441892 COLORADO SPRINGS, CO CO 80919-0000 Single Family Primary 80 365,000.00 355,000.00 0.00%
One 401 8483510 MIAMI LKS, FL FL 33016-0000 Single Family Primary 75 300,000.00 300,000.00 0.00%
One 402 8485719 BROOKLYN, NY NY 11210-0000 Single Family Primary 50.4 500,000.00 500,000.00 0.00%
One 403 8538994 HINKLEY, OH OH 44233-0000 Single Family Primary 67.65 510,000.00 0 0.00%
One 404 8562795 VOORHEES, NJ NJ 08043-0000 Single Family Primary 62.25 400,000.00 0 0.00%
One 405 8568168 VIRGINIA BEACH, VA VA 23455-0000 Single Family Primary 56 625,000.00 0 2.76%
One 406 8607441 COLORADO SPGS, CO CO 80919-0000 Single Family Primary 80 358,000.00 0 0.00%
One 407 8791668 PROVIDENCE, RI RI 02906-0000 Single Family Primary 77.74 465,000.00 0 0.00%
</TABLE>
Page 30
<PAGE> 146
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 408 8967797 BOONTON TWP., NJ NJ 07005-0000 Single Family Primary 77.08 1,200,000.00 0 0.00%
One 409 8972039 CHESTER TOWNSHIP, NJ NJ 07930-0000 Single Family Primary 71.47 375,000.00 0 0.00%
One 410 8972800 BRIDGEWATER, NJ NJ 08807-0000 Single Family Primary 74.45 685,000.00 0 0.00%
One 411 8974067 BLAIRSTOWN, NJ NJ 07835-0000 Single Family Primary 75 428,000.00 0 0.00%
One 412 8991485 DALLAS, TX TX 75214-0000 Single Family Primary 76.21 290,000.00 0 9.66%
One 413 9121671 SEA RANCH, CA CA 95497-0000 Single Family Vacation 77.71 350,000.00 0 0.00%
One 414 9165531 SKILLMAN, NJ NJ 08558-0000 Single Family Primary 78 400,000.00 0 0.00%
One 415 9175761 NEW YORK, NY NY 10025-0000 Multi Family Primary 75 620,000.00 620,000.00 0.00%
One 416 9186145 PARK CITY, UT UT 84060-0000 Single Family Primary 74.07 405,000.00 0 0.00%
One 417 9187400 OKLAHOMA CITY, OK OK 73120-0000 Single Family Primary 79.17 360,000.00 0 0.00%
One 418 9193457 SIOUX FALLS, SD SD 57106-0000 Single Family Primary 75 320,000.00 0 1.03%
One 419 9198734 BROOKLYN, NY NY 11219-0000 Multi Family Vacation 65 795,000.00 0 1.03%
One 420 9235309 DALLAS, TX TX 75238-0000 Single Family Primary 78.69 305,000.00 0 0.00%
One 421 9249507 ORLANDO, FL FL 32817-0000 Single Family Primary 75 375,000.00 0 0.00%
One 422 9289261 WOODMERE, NY NY 11598-0000 Single Family Primary 72.78 371,000.00 0 1.03%
One 423 9350599 GREAT NECK, NY NY 11023-0000 Single Family Primary 71.56 640,000.00 0 0.00%
One 424 9374597 HENDERSON, NV NV 89014-0000 Single Family Primary 89.92 248,000.00 0 0.00%
One 425 9415990 SOUTHBURY, CT CT 06488-0000 Single Family Primary 86.33 335,000.00 0 1.03%
One 426 9549409 NEENAH, WI WI 54956-0000 Single Family Primary 75 365,000.00 0 1.03%
One 427 9580362 COLTS NECK, NJ NJ 07722-0000 Single Family Primary 72.94 377,000.00 0 0.00%
One 428 9603876 NARBERTH, PA PA 19072-0000 Single Family Primary 41.05 950,000.00 0 0.00%
One 429 9611230 CAMEL, IN IN 46032-0000 Single Family Primary 83.2 250,000.00 0 2.76%
One 430 9615070 AMBLER, PA PA 19002-0000 Single Family Primary 76.22 307,000.00 0 0.00%
One 431 9669820 HOUSTON, TX TX 77005-0000 Single Family Primary 80 265,000.00 0 1.03%
One 432 9669874 DALLAS, TX TX 75230-0000 Single Family Primary 80 476,000.00 417,012.00 1.03%
One 433 9670104 AUSTIN, TX TX 78733-0000 Single Family Primary 80 328,000.00 0 0.00%
One 434 9670250 AUSTIN, TX TX 78746-0000 Single Family Primary 72.29 830,000.00 0 0.00%
One 435 9670294 DALLAS, TX TX 75205-0000 Single Family Primary 43.1 582,000.00 580,000.00 0.00%
One 436 9671413 THE WOODLANDS, TX TX 77381-0000 Single Family Primary 88.21 335,000.00 0 0.00%
One 437 9730421 (ENCINO AREA)LA, CA CA 91436-0000 Single Family Primary 80 400,000.00 0 0.00%
One 438 9732802 LOS ANGELES, CA CA 90035-0000 Single Family Primary 72.2 795,000.00 0 2.76%
One 439 9734965 TIBURON, CA CA 94920-0000 Single Family Primary 70 1,050,000.00 0 0.00%
One 440 9755229 CHAGRIN FALLS,OH OH 44022-0000 Single Family Primary 69.67 455,000.00 0 0.00%
One 441 9795915 PLEASANT HILL, CA CA 94523-0000 Single Family Primary 75 300,000.00 0 1.03%
One 442 9796339 NOVATO, CA CA 94945-0000 Single Family Primary 80 687,000.00 660,000.00 0.00%
One 443 9797240 SAN RAMON, CA CA 94583-0000 Single Family Primary 77.42 310,000.00 0 0.00%
One 444 9797433 SAN RAFAEL, CA CA 94901-0000 Single Family Primary 75 350,000.00 0 0.00%
</TABLE>
Page 31
<PAGE> 147
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 445 9797455 LARKSPUR, CA CA 94939-0000 Single Family Primary 79.15 585,000.00 0 0.00%
One 446 9843246 UPLAND, CA CA 91786-0000 Single Family Primary 90 300,000.00 300,000.00 1.03%
One 447 9843359 (VENICE AREA) L.A, CA CA 90291-0000 Single Family Primary 74.94 425,000.00 0 0.00%
One 448 9843960 ORANGE, CA CA 92669-0000 Single Family Primary 74.07 405,000.00 405,000.00 0.00%
One 449 9877420 DUBLIN, OH OH 43017-0000 Single Family Primary 79.29 280,000.00 0 0.00%
One 450 9897121 NORWALK, CT CT 06851-0000 Single Family Primary 57.9 950,000.00 0 1.03%
One 451 9920711 MILFORD, MI MI 48380-0000 Single Family Primary 68.04 316,000.00 316,000.00 0.00%
One 452 9952627 MONROE, CT CT 06648-0000 Single Family Primary 78.38 370,000.00 0 0.00%
One 453 9978722 HASTING-ON-HUDSON, NY NY 10706-0000 Single Family Primary 79.46 370,000.00 0 1.03%
One 454 9988668 OWINGS, MD MD 20736-0000 Single Family Primary 78.76 267,000.00 0 0.00%
One 455 9997658 STEAMBOAT SPRINGS, CO CO 80477-0000 Single Family Primary 75 470,000.00 0 0.00%
One 456 10053740 NEW YORK, NY NY 10280-0000 CONDO Primary 73.33 525,000.00 525,000.00 0.00%
One 457 10060246 BOCA RATON, FL FL 33434-0000 Single Family Primary 75 323,000.00 315,000.00 0.00%
One 458 10074659 ST LOUIS, MO MO 63122-0000 Single Family Primary 80 360,000.00 360,000.00 0.00%
One 459 10105300 MCCALL, ID ID 83638-0000 Single Family Vacation 61.47 475,000.00 0 0.00%
One 460 10121384 PURCHASE, NY NY 10577-0000 Single Family Primary 39.47 2,280,000.00 0 0.00%
One 461 10162268 BURKE, VA VA 22015-0000 Single Family Primary 80 313,000.00 313,068.00 0.00%
One 462 10162417 COLTS NECK, NJ NJ 07722-0000 Single Family Primary 70.46 440,000.00 0 0.00%
One 463 10204583 AUSTIN, TX TX 78731-0000 Single Family Primary 50 1,000,000.00 0 0.00%
One 464 10205451 ROANOKE, TX TX 76262-0000 Single Family Primary 80 288,000.00 0 0.00%
One 465 10288470 LAS VEGAS, NV NV 89117-0000 Single Family Primary 80 410,000.00 400,000.00 0.00%
One 466 10329002 BOISE, ID ID 83703-0000 Single Family Primary 90 305,000.00 303,500.00 0.00%
One 467 10363995 LAFAYETTE, CO CO 80026-0000 Single Family Primary 72.46 347,500.00 345,000.00 0.00%
One 468 10368070 PLEASANTVILLE, NY NY 10570-0000 Single Family Primary 90 255,000.00 240,000.00 0.00%
One 469 10373682 DEALE, MD MD 20751-0000 Single Family Primary 68.69 495,000.00 0 2.76%
One 470 10376320 PEMBROKE PINES, FL FL 33027-0000 Single Family Primary 89.98 420,000.00 420,006.00 0.00%
One 471 10381465 MALIBU, CA CA 90265-0000 Single Family Primary 46.13 1,084,000.00 0 0.00%
One 472 10385830 COLORADO SPRINGS, CO CO 80919-0000 Single Family Primary 75.29 420,000.00 0 0.00%
One 473 10389911 HOUSTIN, TX TX 77019-0000 Single Family Primary 90 250,000.00 247,500.00 0.00%
One 474 10393533 MONTEBELLO, NY NY 10901-0000 Single Family Primary 80 330,000.00 330,000.00 0.00%
One 475 10395903 ALDIE, VA VA 22001-0000 Single Family Primary 64.51 596,000.00 0 0.00%
One 476 10402860 BURLINGAME, CA CA 94010-0000 Single Family Primary 79.94 440,000.00 309,000.00 0.00%
One 477 10411850 BOUNTIFUL, UT UT 84010-0000 Single Family Primary 75 283,000.00 0 0.00%
One 478 10437424 MIAMI BEACH, FL FL 33139-0000 Single Family Primary 75 350,000.00 0 0.00%
One 479 10446185 TULSA, OK OK 74105-0000 Single Family Primary 95 250,000.00 249,000.00 0.00%
One 480 10449547 ESCONDIDO, CA CA 92026-0000 Single Family Primary 94.99 271,500.00 266,990.00 0.00%
One 481 10464438 MERRITT ISLAND, FL FL 32953-0000 Single Family Primary 90 327,000.00 325,000.00 0.00%
</TABLE>
Page 32
<PAGE> 148
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 482 10476867 FREMONT, CA CA 94536-0000 Single Family Primary 82.43 370,000.00 0 0.00%
One 483 10496922 YORBA LINDA, CA CA 92687-0000 Single Family Primary 85.71 350,000.00 0 0.00%
One 484 10506582 IRVINGTON, NY NY 10533-0000 Single Family Primary 90 345,000.00 342,000.00 0.00%
One 485 10506924 GOLD RIVER, CA CA 95670-0000 Single Family Primary 95 219,000.00 218,800.00 0.00%
One 486 10511618 CAMPBELL, CA CA 95008-0000 Single Family Primary 95 249,000.00 249,000.00 0.00%
One 487 10521860 ARLINGTON, VA VA 22202-0000 CONDO Primary 95 312,000.00 297,000.00 0.00%
One 488 10522068 ATLANTA, GA GA 30329-0000 Single Family Primary 80 330,000.00 318,080.00 0.00%
One 489 10532469 FREMONT, CA CA 94536-0000 Single Family Primary 80 350,000.00 0 0.00%
One 490 10540332 LEAWOOD, KS KS 66209-0000 Single Family Primary 93.39 304,000.00 302,500.00 0.00%
One 491 32100446 HILLSBOROUGH, CA CA 94010-0000 Single Family Primary 20 1,500,000.00 0 0.00%
One 492 32206334 FORT COLLINS, CO CO 80525-0000 Single Family Primary 80 343,000.00 0 0.00%
One 493 33705996 WESTBORO, MA MA 01581-0000 Single Family Primary 85.4 317,000.00 310,292.00 0.00%
One 494 33800840 CONCORD, NC NC 28027-0000 Single Family Primary 73.33 400,000.00 0 1.03%
One 495 60001420 NEW YORK, NY NY 10023-0000 COOP Primary 80 301,000.00 0 0.00%
One 496 60003302 EDGEWATER NJ NJ 07020-0000 CONDO Primary 77.2 378,300.00 0 0.00%
One 497 60006548 NEW YORK, NY NY 10025-0000 CONDO Primary 86.51 580,000.00 578,000.00 2.76%
One 498 60007008 NEW YORK, NY NY 10019-0000 CONDO Primary 65.52 582,000.00 580,000.00 1.03%
One 499 60007110 BROOKLYN, NY NY 11216-0000 Multi Family Primary 75 460,000.00 0 0.00%
One 500 60009091 NEW YORK, NY NY 10023-0000 CONDO Primary 80 325,000.00 320,000.00 0.00%
One 501 60020822 SOUTHAMPTON, NY NY 11968-0000 Single Family Vacation 80 540,000.00 540,000.00 0.00%
One 502 60047170 BROOKLYN, NY NY 11215-0000 Single Family Primary 63.45 399,000.00 394,000.00 0.00%
One 503 60053923 NEW YORK, NY NY 10003-0000 COOP Primary 73.33 380,000.00 375,000.00 0.00%
One 504 60054165 BROOKLYN, NY NY 11209-0000 Single Family Primary 75 320,000.00 320,000.00 0.00%
One 505 60071142 NEW YORK, NY NY 10016-0000 Single Family Primary 90 269,000.00 269,000.00 0.00%
One 506 60074694 FLUSHING, NY NY 11358-0000 Single Family Primary 84.13 252,000.00 252,000.00 0.00%
One 507 1111005791 NEW YORK, NY NY 10021-0000 CONDO Primary 80 505,000.00 505,000.00 0.00%
One 508 1111006692 BROOKLYN, NY NY 11215-0000 Multi Family Primary 80 400,000.00 400,000.00 0.00%
One 509 1111007040 NEW YORK, NY NY 10028-0000 CONDO Primary 61.47 375,000.00 0 0.00%
One 510 1111007811 NEW YORK, NY NY 10003-0000 Single Family Primary 80 950,000.00 950,000.00 0.00%
One 511 1111009056 BROOKLYN, NY NY 11215-0000 Multi Family Primary 90 415,000.00 412,000.00 0.00%
One 512 1111009125 BROOKLYN, NY NY 11226-0000 Single Family Primary 90 410,000.00 410,000.00 0.00%
One 513 1111010962 KATONAH, NY NY 10536-0000 Single Family Primary 75 390,000.00 390,000.00 0.00%
One 514 1111011794 SCARSDALE, NY NY 10583-0000 Single Family Primary 75 825,000.00 825,000.00 0.00%
One 515 1111014409 NEW YORK, NY NY 10024-0000 CONDO Primary 78.13 320,000.00 320,000.00 0.00%
One 516 1111014850 BROOKLYN, NY NY 11201-0000 Single Family Primary 80 720,000.00 720,000.00 0.00%
One 517 1111014861 BROOKLYN, NY NY 11231-0000 Multi Family Primary 90 485,000.00 475,000.00 0.00%
One 518 1111015037 BROOKLYN, NY NY 11215-0000 Multi Family Primary 89.28 575,000.00 560,000.00 0.00%
</TABLE>
Page 33
<PAGE> 149
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One 519 1111017928 BROOKLYN, NY NY 11215-0000 Multi Family Primary 80 505,000.00 499,000.00 0.00%
One 520 1111018523 LLOYD NECK, NY NY 11743-0000 Single Family Primary 75 640,000.00 0 0.00%
One 521 1111018895 WATER MILL, NY NY 11976-0000 Single Family Vacation 63.16 475,000.00 475,000.00 0.00%
One 522 1112025411 YORKTOWN, NY NY 10598-0000 Single Family Primary 77.85 325,000.00 0 4.48%
One 523 1112035131 FOREST HILLS, NY NY 11375-0000 Single Family Primary 80 340,000.00 340,000.00 0.00%
One 524 1251100010 LAS VEGAS, NV NV 89129-0000 Single Family Primary 84.87 316,000.00 297,500.00 0.00%
One 525 1500006428 SEAFORD, NY NY 11783-0000 Single Family Primary 89.69 244,000.00 242,500.00 0.00%
One 526 1500100368 POTOMAC, MD MD 20854-0000 Single Family Primary 94.99 369,500.00 366,725.00 0.00%
One 527 1503008850 GOLD RIVER, CA CA 95670-0000 Single Family Primary 95 279,000.00 278,500.00 0.00%
One 528 1503015651 SOUTH MIAMI, FL FL 33155-0000 Single Family Primary 80 375,000.00 375,000.00 0.00%
One 529 1505003085 LUBBOCK, TX TX 79424-0000 Single Family Primary 90 385,000.00 0 0.00%
One 530 1505024336 REDONDO BEACH, CA CA 90278-0000 CONDO Primary 85 340,000.00 0 0.00%
One 531 1506007220 COLORADO SPRINGS, CO CO 80906-0000 Single Family Primary 74.15 392,000.00 0 0.00%
One 532 1507047638 ORANGE, CA CA 92667-0000 Single Family Primary 89.99 330,000.00 330,000.00 0.00%
One 533 1510015040 CLARKSTON, MI MI 48348-0000 Single Family Primary 80 287,000.00 0 0.00%
One 534 1562115772 LA VERNE, CA CA 91750-0000 Single Family Primary 95 342,000.00 342,000.00 0.00%
One 535 1562120740 YORBA LINDA, CA CA 92686-0000 Single Family Primary 85 275,000.00 0 9.66%
One 536 1569121263 PHOENIX, AZ AZ 85018-0000 Single Family Primary 79.7 800,000.00 798,000.00 9.66%
One 537 1573119618 FOLSOM, CA CA 95630-0000 Single Family Primary 88.12 442,000.00 0 9.66%
One 538 1577007060 POINT ROBERTS, WA WA 98281-0000 Single Family Primary 80 380,000.00 365,000.00 0.00%
One 539 1584000402 TWP OF BRANCHBURG, NJ NJ 08876-0000 Single Family Primary 80 320,000.00 318,505.00 0.00%
One 540 1601131450 BUFFALO GROVE, IL IL 60089-0000 Single Family Primary 79.99 329,000.00 328,790.00 0.00%
One 541 1613002771 ELMHURST, IL IL 60126-0000 Single Family Primary 80 325,000.00 325,000.00 0.00%
Two 542 3516906 CINCINNATI, OH OH 45215-0000 Single Family Primary 52.69 450,000.00 447,000.00 0.00%
Two 543 3603884 SCOTTSDALE, AZ AZ 85255-0000 Single Family Vacation 80 475,000.00 408,000.00 0.00%
Two 544 3680207 ST. PETE BEACH, FL FL 33706-0000 Single Family Primary 74.29 360,000.00 350,000.00 0.00%
Two 545 3706617 SHAKER HTS, OH OH 44122-0000 Single Family Primary 67.07 328,000.00 0 0.00%
Two 546 3709761 SHREVEPORT, LA LA 71106-0000 Single Family Primary 80 620,000.00 600,000.00 0.00%
Two 547 3710240 LAFAYETTE, LA LA 70503-0000 Single Family Primary 80 580,000.00 0 0.00%
Two 548 3720130 DEERFIELD, IL IL 60015-0000 Single Family Primary 80 415,000.00 0 0.00%
Two 549 4130369 AVALON, NJ NJ 08208-0000 Single Family Vacation 21.14 2,365,000.00 0 0.00%
Two 550 4131215 AVALON, NJ NJ 08202-0000 Single Family Primary 57.47 870,000.00 0 0.00%
Two 551 4161147 FT LAUDERDALE, FL FL 33301-0000 Single Family Primary 69.62 395,000.00 0 0.00%
Two 552 4190939 LIVERMORE, CA CA 94550-0000 Single Family Primary 61.81 453,000.00 0 0.00%
Two 553 4224972 HOUSTON, TX TX 77024-0000 Single Family Primary 70.77 650,000.00 0 0.00%
Two 554 4225691 EL PASO, TX TX 79936-0000 Single Family Primary 88.99 345,000.00 0 0.00%
Two 555 4620288 BOCA RATON, FL FL 33434-0000 Single Family Primary 75 1,000,000.00 0 0.00%
</TABLE>
Page 34
<PAGE> 150
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Two 556 4722357 LONG BEACH, NJ NJ 08008-0000 Multi Family Vacation 79.89 625,900.00 0 0.00%
Two 557 4734119 NASSAU BAY, TX TX 77058-0000 Single Family Primary 71.73 387,000.00 387,000.00 0.00%
Two 558 4765677 PARADISE VALLEY AZ AZ 85253-0000 Single Family Primary 68.18 1,125,000.00 1,100,000.00 0.00%
Two 559 4777530 HOUSTON, TX TX 77024-0000 Single Family Primary 40.92 585,000.00 0 0.00%
Two 560 4779660 HOUSTON, TX TX 77005-0000 Single Family Primary 72.09 450,000.00 0 0.00%
Two 561 4780047 MIDLAND, TX TX 79705-0000 Single Family Primary 75 295,000.00 290,000.00 0.00%
Two 562 4780455 HOUSTON, TX TX 77024-0000 Single Family Primary 47.74 450,000.00 0 0.00%
Two 563 4780466 HOUSTON, TX TX 77024-0000 Single Family Primary 62.5 480,000.00 0 0.00%
Two 564 4780885 HOUSTON, TX TX 77024-0000 Single Family Primary 65.13 545,000.00 0 0.00%
Two 565 4781120 SPRING, TX TX 77389-0000 Single Family Primary 71.19 295,000.00 0 0.00%
Two 566 4781684 HOUSTON, TX TX 77024-0000 Single Family Primary 64.62 650,000.00 0 0.00%
Two 567 4859249 MIAMI, FL FL 33133-0000 Single Family Primary 75 385,000.00 0 0.00%
Two 568 4960297 GREENVILLE, SC SC 29605-0000 Single Family Primary 64.06 640,000.00 0 0.00%
Two 569 5492784 WILMINGTON, DE DE 19807-0000 Single Family Primary 72.08 535,000.00 0 0.00%
Two 570 5686226 BLOOMFIELD HLS, MI MI 48304-0000 Single Family Primary 66.5 400,000.00 0 0.00%
Two 571 5739297 LAKE FOREST, IL IL 60045-0000 Single Family Primary 42.11 950,000.00 0 0.00%
Two 572 5859437 ATHERTON, CA CA 94027 Single Family Primary 32.19 1,600,000.00 0 7.93%
Two 573 5901260 BELLMORE, NY NY 11710-0000 Single Family Primary 76.24 303,000.00 0 0.00%
Two 574 5917668 MORELAND HILLS VI, OH OH 44022-0000 Single Family Primary 55.36 1,100,000.00 0 11.38%
Two 575 6377894 OYSTER BAY, NY NY 11771-0000 Single Family Primary 45.16 825,000.00 775,000.00 2.76%
Two 576 6398737 NEW YORK, NY NY 10011-0000 CONDO Primary 80 275,000.00 275,000.00 0.00%
Two 577 6403848 BROOKFIELD, CT CT 06804-0000 Single Family Primary 74.11 420,000.00 0 0.00%
Two 578 6418980 BROOKLYN, NY NY 11209-0000 Multi Family Primary 71.61 408,000.00 405,000.00 0.00%
Two 579 6428860 MONTAUK, NY NY 11954-0000 Single Family Primary 80 425,000.00 425,000.00 0.00%
Two 580 6446760 NEW YORK, NY NY 10016-0000 CONDO Primary 74.19 310,000.00 310,000.00 0.00%
Two 581 6456662 POUND RIDGE, NY NY 10576-0000 Single Family Primary 45.46 1,100,000.00 0 0.00%
Two 582 6459853 WOODBURY, NY NY 11797-0000 CONDO Primary 67.16 335,000.00 350,000.00 0.00%
Two 583 6463293 NEW YORK, NY NY 10017-0000 CONDO Primary 67.39 395,000.00 0 0.00%
Two 584 6475940 DIX HILLS, NY NY 11746-0000 Single Family Primary 62.5 400,000.00 0 0.00%
Two 585 6479362 BROOKLYN, NY NY 11234-0000 Single Family Primary 65.41 425,000.00 0 0.00%
Two 586 6480667 LONELYVILLE, NY NY 11734-0000 Single Family Vacation 80 315,000.00 0 0.00%
Two 587 6495063 GREAT NECK, NY NY 11023-0000 Single Family Primary 48.42 475,000.00 485,000.00 0.00%
Two 588 6498957 LAUREL HOLLOW, NY NY 11791-0000 Single Family Primary 43.86 570,000.00 0 0.00%
Two 589 6557138 NEW YORK, NY NY 10021-0000 COOP Primary 50 691,000.00 640,000.00 0.00%
Two 590 6563630 LATTINGTOWN, NY NY 11560-0000 Single Family Primary 76.8 1,000,000.00 0 0.00%
Two 591 6657391 NEW YORK, NY NY 10016-0000 CONDO Primary 55.08 463,000.00 0 0.00%
Two 592 6672282 STATEN ISLAND, NY NY 10304-0000 Single Family Primary 48.89 900,000.00 0 0.00%
</TABLE>
Page 35
<PAGE> 151
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Two 593 6688318 WESTPORT, CT CT 06880-0000 Single Family Primary 58.43 445,000.00 0 1.03%
Two 594 6688941 LARCHMONT, NY NY 10538-0000 Single Family Primary 56.25 480,000.00 0 0.00%
Two 595 6696746 MOUNTAIN LAKES, NJ NJ 07046-0000 Single Family Primary 37.69 650,000.00 650,000.00 0.00%
Two 596 6750047 GARDEN CITY, NY NY 11530-0000 Single Family Primary 78.57 350,000.00 0 2.76%
Two 597 6780274 EAST ISLIP, NY NY 11730-0000 Single Family Primary 65.22 460,000.00 0 2.76%
Two 598 6827550 NEW YORK, NY NY 10021-0000 CONDO Primary 70.1 485,000.00 0 0.00%
Two 599 6831954 SEAVIEW, NY NY 11770-0000 Single Family Vacation 57.47 435,000.00 0 9.66%
Two 600 6864920 DIX HILLS, NY NY 11746-0000 Single Family Primary 60.35 580,000.00 0 6.21%
Two 601 6911725 DOBBS FERRY, NY NY 10522-0000 Single Family Primary 75 315,000.00 0 9.66%
Two 602 6919057 MILLER PLACE, NY NY 11764-0000 Single Family Primary 75 340,000.00 0 9.66%
Two 603 6954342 GREAT NECK, NY NY 11023-0000 Single Family Primary 59.26 405,000.00 0 2.76%
Two 604 6968143 WHITE PLAINS, NY NY 10605-0000 Single Family Primary 69.23 390,000.00 0 6.21%
Two 605 6986371 WHITE PLAINS, NY NY 10605-0000 Single Family Primary 70.42 645,000.00 568,000.00 2.76%
Two 606 7121309 MONSEY, NY NY 10952-0000 Single Family Primary 75 400,000.00 400,000.00 0.00%
Two 607 7607876 MONTGOMERY, TX TX 77356-0000 Single Family Primary 74.03 385,000.00 0 0.00%
Two 608 7654854 LLOYD HARBOR, NY NY 11743-0000 Single Family Primary 47.31 725,000.00 725,000.00 1.03%
Two 609 7718593 LAGRANGEVILLE, NY NY 12540-0000 Single Family Primary 79.32 540,000.00 0 2.76%
Two 610 7758055 CORAL GABLES, FL FL 33133-0000 Single Family Primary 76.5 583,000.00 0 0.00%
Two 611 7960781 BROOKLYN, NY NY 11230-0000 Single Family Primary 70 540,000.00 0 0.00%
Two 612 7965672 TARRYTOWN, NY NY 10591-0000 Single Family Primary 75 310,000.00 0 0.00%
Two 613 8193112 VA. BEACH, VA VA 23451-0000 Single Family Primary 31.58 850,000.00 850,000.00 0.00%
Two 614 8276016 PENN VALLEY, PA PA 19072-0000 Single Family Primary 37.83 785,000.00 0 2.76%
Two 615 8277766 BARRINGTON, RI RI 02806-0000 Single Family Primary 71.53 425,000.00 0 2.76%
Two 616 8291155 N WALES, PA PA 19454-0000 Single Family Primary 79.81 421,000.00 0 2.76%
Two 617 8314240 LAKE GROVE, NY NY 11755-0000 Single Family Primary 80 300,000.00 297,000.00 2.76%
Two 618 8317940 HOT SPRINGS, AR AR 71913-0000 Single Family Primary 70.59 340,000.00 0 2.76%
Two 619 8318422 BROOKLYN, NY NY 11204-0000 Multi Family Primary 64.99 1,000,000.00 0 2.76%
Two 620 8358427 LINDSEY, CA CA 93247-0000 Single Family Primary 68 325,000.00 0 2.76%
Two 621 8360804 BRONXVILLE, NY NY 10708-0000 Single Family Primary 74.8 508,000.00 0 1.03%
Two 622 8402234 TRANQUILLITY, NJ NJ 07879-0000 Single Family Primary 80 573,000.00 0 1.03%
Two 623 8404375 CORTLANDT MANOR, NY NY 10566-0000 Single Family Primary 79.14 302,000.00 0 2.76%
Two 624 8405549 DALLAS, TX TX 75220-0000 Single Family Primary 71.43 1,050,000.00 0 0.00%
Two 625 8419496 BROOKLYN, NY NY 11218-0000 Single Family Primary 79.63 815,000.00 940,000.00 2.76%
Two 626 8424612 BROOKLYN, NY NY 11230-0000 Single Family Primary 62.07 725,000.00 0 1.03%
Two 627 8426458 BROOKLYN, NY NY 11219-0000 Multi Family Primary 68.67 750,000.00 0 0.00%
Two 628 8456335 FAIRFIELD, CA CA 94533-0000 Single Family Primary 80 273,000.00 0 0.00%
Two 629 8460092 WEST CHESTER, PA PA 19382-0000 Single Family Primary 75 320,000.00 0 0.00%
</TABLE>
Page 36
<PAGE> 152
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Two 630 8475566 VIENNA, VA VA 22182-0000 Single Family Primary 80 265,000.00 265,000.00 0.00%
Two 631 8488580 ST LOUIS, MO MO 63128-0000 Single Family Primary 80 362,500.00 360,000.00 2.76%
Two 632 8505168 CLARKSVILLE, MD MD 21029-0000 Single Family Primary 78.7 540,000.00 540,000.00 0.00%
Two 633 8523782 IRVINE, CA CA 92715-0000 Single Family Primary 54.58 480,000.00 480,000.00 0.00%
Two 634 8550129 SARATOGA, CA CA 95070-0000 Single Family Primary 70.92 705,000.00 0 0.00%
Two 635 8597280 CHERRY HILL, NJ NJ 08003-0000 Single Family Primary 73.08 390,000.00 0 2.76%
Two 636 8602889 ARLINGTON, VA VA 22201-0000 Single Family Primary 78.61 374,000.00 0 2.76%
Two 637 8603382 TALLAHASSEE, FL FL 32312-0000 Single Family Primary 66.67 450,000.00 0 0.00%
Two 638 8617252 HUNTINGTON VALLEY , PA PA 19006-0000 Single Family Primary 75 530,000.00 0 2.76%
Two 639 8621089 OKLA CITY, OK OK 73013-0000 Single Family Primary 75 370,000.00 0 1.03%
Two 640 8627970 CHAPPAQUA, NY NY 10514-0000 Single Family Primary 29.09 1,100,000.00 0 0.00%
Two 641 8634150 MANHASSET, NY NY 11030-0000 Single Family Primary 38.67 750,000.00 750,000.00 0.00%
Two 642 8657610 LYNN HAVEN, FL FL 32444-0000 Single Family Primary 75 350,000.00 0 2.76%
Two 643 8706002 LANCASTER, PA PA 17601-0000 Single Family Primary 80 432,000.00 0 1.03%
Two 644 8709000 EXETER, CA CA 93221-0000 Single Family Primary 71.43 700,000.00 0 0.00%
Two 645 8735500 YARDVILLE, NJ NJ 08620-0000 Single Family Primary 71.43 350,000.00 0 2.76%
Two 646 8863340 BLOOMFIELD HILLS, MI MI 48032-0000 Single Family Primary 65.52 435,000.00 0 2.76%
Two 647 9156279 BROOKLYN, NY NY 11229-0000 Single Family Primary 65.43 405,000.00 405,000.00 2.76%
Two 648 9311542 PORT WASHINGTON, NY NY 11050-0000 Single Family Primary 74.95 475,000.00 0 2.76%
Two 649 9433368 LIGHTHOUSE PT, FL FL 33064-0000 Single Family Primary 75.28 360,000.00 0 0.00%
Two 650 9446552 SARASOTA, FL FL 34242-0000 Single Family Primary 58.07 775,000.00 0 0.00%
Two 651 9644942 LOCH SHELDRAKE, NY NY 12759-0000 Single Family Vacation 70 325,000.00 0 1.03%
Two 652 9650796 SOUTH GARDEN CITY, NY NY 11530-0000 Single Family Primary 78.9 545,000.00 0 2.76%
Two 653 9656453 DUARTE, CA CA 91010-0000 Single Family Primary 75 285,000.00 0 0.00%
Two 654 9668623 ARLINGTON, TX TX 76016-0000 Single Family Primary 77.63 350,000.00 0 7.93%
Two 655 9779646 BETHESDA,MD MD 20814-0000 Single Family Primary 70.16 506,000.00 498,870.00 4.48%
Two 656 9817155 ALTAMONTE SPRINGS, FL FL 32701-0000 Single Family Primary 57.93 1,450,000.00 0 0.00%
Two 657 9921532 MIAMI, FL FL 33133-0000 Single Family Primary 76.69 381,000.00 0 2.76%
Two 658 9947627 BROOKLYN, NY NY 11219-0000 Multi Family Primary 65.26 475,000.00 0 2.76%
Two 659 9983336 HENDERSON, NV NV 89014-0000 Single Family Primary 70.8 375,000.00 0 1.03%
Two 660 9997476 PLANDOME MANOR, NY NY 11030-0000 Single Family Primary 40.6 1,330,000.00 0 2.76%
Two 661 10051960 SCARSDALE, NY NY 10583-0000 Single Family Primary 75 523,500.00 0 2.76%
Two 662 10052419 DRAPER, UT UT 84020-0000 Single Family Primary 80 283,000.00 279,000.00 2.76%
Two 663 10152333 ST JAMES, NY NY 11780-0000 Single Family Primary 80 542,000.00 525,000.00 0.00%
Two 664 10167749 TULSA, OK OK 74137-0000 PUD Primary 68.42 475,000.00 0 0.00%
Two 665 32602761 LOS ANGELES, CA CA 90049-0000 Single Family Primary 43.93 535,000.00 0 0.00%
Two 666 32901037 TENAFLY, NJ NJ 07670-0000 Single Family Primary 75 750,000.00 0 0.00%
</TABLE>
Page 37
<PAGE> 153
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule
<TABLE>
<CAPTION>
PO
Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Two 667 60007529 GREAT NECK, NY NY 11021-0000 Single Family Primary 67.44 430,000.00 0 2.76%
Two 668 60008929 NEW YORK, NY NY 10003-0000 COOP Primary 74.78 575,000.00 575,000.00 0.00%
Two 669 60074956 NEW YORK, NY NY 10022-0000 COOP Vacation 75 400,000.00 400,000.00 0.00%
Two 670 60076281 NEW YORK, NY NY 10021-0000 Single Family Primary 26.83 4,169,000.00 4,100,000.00 0.00%
</TABLE>
<PAGE> 154
EXHIBIT B
CONTENTS OF MORTGAGE FILE
(i) With respect to each Mortgage Loan which is not a Co-op Loan:
(A)(I) Original Mortgage Note (or a lost note affidavit
(including a copy of the original Mortgage Note)) or (II) original
Consolidation, Extension and Modification Agreement (or a lost note
affidavit (including a copy of the original Consolidation, Extension
and Modification Agreement), in either case endorsed (by facsimile if
so authorized by the Company), "Pay to the order of Citibank, N.A., as
trustee, under that certain Pooling and Servicing Agreement dated as of
August 1, 1996 for Multi-Class Mortgage Pass-Through Certificates,
Series 1996-2 (MorServ, Inc.) without recourse" and signed in the name
of the Mortgage Loan Seller by an authorized person and showing a
complete chain of endorsement from the originator to the Mortgage Loan
Seller.
(B) Original (or a court-certified copy of the original)
recorded Mortgage or Deed of Trust with evidence of recording thereon,
or if such original has been delivered to the appropriate public
recording office, a certified copy thereof certified true and complete
by the Mortgage Loan Seller, with the original thereof with evidence of
recording thereon to be delivered by the Company within 270 days of the
Closing Date.
(C) Original Assignment of Mortgage (or copy thereof) by the
Mortgage Loan Seller or its agent in recordable form to "Citibank,
N.A., as trustee." Subject to the foregoing, such assignments may, if
permitted by law, be by blanket assignments for Mortgage Loans covering
Mortgaged Properties situated within the same county. If the Assignment
of Mortgage is in blanket form, a copy of the Assignment of Mortgage
shall be included in the related individual Mortgage File.
(D) Original (or a court-certified copy of the original)
recorded Assignments of Mortgage (or copies thereof) showing a complete
chain of assignment from the originator of the related Mortgage Loan to
the Mortgage Loan Seller, and, if copies are delivered, with the
original thereof with evidence of recording thereon to be delivered by
the Company within 270 days of the Closing Date.
(E) Originals (or lost note affidavit, including copies of the
originals) of all assumption, consolidation and modification
agreements, with evidence of recording thereon, to the extent required
by applicable law, relating to the Mortgage or the Mortgage Note, if
any, or, if such original has been delivered to the appropriate public
recording office, a certified copy thereof certified true and complete
by the applicable Mortgage Loan Seller, with the original thereof with
evidence of recording thereon to be delivered by the Company within 270
days of the Closing Date.
(F) The original title policy or, in the event such original
title policy is unavailable, a certified true copy of the related
policy binder or commitment for title certified true and
1
<PAGE> 155
complete by the title insurance policy company, with the original title
policy to be delivered by the Company within 270 days of the Closing
Date.
(G) Copy of Primary Insurance Policy, if any.
(ii) With respect to each Co-op Loan:
(A)(I) Original Mortgage Note (or a lost note affidavit
(including a copy of the original Mortgage Note)) or (II) original
Consolidation, Extension and Modification Agreement (or a lost note
affidavit (including a copy of the original Consolidation, Extension
and Modification Agreement)), in either case endorsed (by facsimile if
so authorized by the Company), "Pay to the order of Citibank, N.A. as
trustee, under that certain Pooling and Servicing Agreement dated as of
August 1, 1996 for Multi-Class Mortgage Pass-Through Certificates,
Series 1996-2 (MorServ, Inc.) without recourse" and signed in the name
of the Mortgage Loan Seller by an authorized person and showing a
complete chain of endorsement from the originator to the Mortgage Loan
Seller.
(B) Original Mortgage entered into by the Mortgagor with
respect to such Mortgage Loan.
(C) Copy of Form UCC-1 and any continuation statements with
evidence of filing thereon entered into by the Mortgagor with respect
to such Mortgage Loan.
(D) Form UCC-3 (or copy thereof) by the Mortgage Loan Seller
or its agent assigning the security interest covered by such Form UCC-1
to "Citibank, N.A. as trustee", together with all Forms UCC-3 (or
copies thereof) showing a complete chain of assignment from the
originator of the related Co-op Loan to the Mortgage Loan Seller, with
evidence of recording thereon.
(E) Stock certificate representing the stock allocated to a
dwelling unit in a residential cooperative housing corporation and
pledged with respect to such Co-op Loan with a stock power in blank
attached.
(F) Original proprietary lease.
(G) Original assignment of proprietary lease, to the Trustee,
and all intervening assignments thereof.
(H) Original recognition agreement (or copy thereof) of the
interests of the mortgagee with respect to the Co-op Loan by the
residential cooperative housing corporation, the stock of which was
pledged in respect of such Co-op Loan.
(I) Originals of any assumption, consolidation or modification
agreements relating to any of the items specified in (A) through (D)
above with respect to such Co-op Loan.
2
<PAGE> 156
EXHIBIT C
FORMS OF CLASS A AND CLASS M CERTIFICATES
<PAGE> 157
SOLELY FOR 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, AS AMENDED.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORSERV,
INC., THE MASTER SERVICER OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE, THE REMIC REGULAR INTEREST REPRESENTED
HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY MORSERV,
INC., CHASE MANHATTAN MORTGAGE CORPORATION, THE CHASE MANHATTAN BANK, THE
TRUSTEE OR BY ANY OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2 CLASS IA-1
Number 96-2-IA-1-1 Original Notional Amount:
$114,282,033.00
Cut-off Date: August 1, 1996 Final Scheduled Remittance
Date: November 25, 2026
First Remittance Date:
September 25, 1996 Approximate Aggregate Original
Denomination of all Class IA-1
Remittance Rate: Variable Certificates: $114,282,033.00
evidencing an interest in distributions allocable to the Class IA-1
Certificates with respect to a pool of conventional one- to four-family
mortgage loans formed and sold by
MORSERV, INC. CUSIP 619087 BM0
<PAGE> 158
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Trustee for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
This certifies that Cede & Co. is the registered owner of the
ownership interest evidenced by this Certificate (obtained by dividing the
Original Denomination of this Certificate by the aggregate Original
Denomination of all Class IA-1 Certificates) in certain monthly distributions
with respect to a pool (the "Mortgage Pool") of conventional one- to
four-family adjustable rate mortgage loans (the "Mortgage Loans") formed and
sold by MorServ, Inc. (the "Company"), which Mortgage Loans are secured by
Mortgaged Properties, and in certain other property held in trust for the
benefit of the Certificateholders (collectively, the "Trust Fund"). The
Mortgage Loans were originated by The Chase Manhattan Bank and are serviced by
Chase Manhattan Mortgage Corporation (in such capacity, the "Master Servicer").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of August 1, 1996 (the "Agreement") among the Company, the Master Servicer
and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned in
the Agreement.
This Certificate is one of a duly authorized issue of
Certificates, designated as Multi-Class Mortgage Pass-Through Certificates,
Series 1996-2, Class A (the "Class A Certificates") and is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. Also issued under the Agreement are
Certificates designated as Multi-Class Mortgage Pass-Through Certificates,
Series 1996-2, Class M (the "Class M
-2-
<PAGE> 159
Certificates"), Class B (the "Class B Certificates") and Class R (the "Class R
Certificates"), which are subordinated to the Class A Certificates in right of
payment to the extent described herein and in the Agreement. The Class A
Certificates, the Class M Certificates, the Class B Certificates and the Class
R Certificates are collectively referred to as the "Certificates".
Pursuant to the terms of the Agreement, the Paying Agent will
distribute from funds in the Certificate Account the amount as described on the
reverse hereof on the 25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (the "Remittance Date"),
commencing on September 25, 1996. Such distributions will be made to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month preceding the month in which such payment is
made, or if such last day is not a Business Day, the Business Day immediately
preceding such last day (the "Record Date").
Distributions on this Certificate will be made either by check
mailed to the address of the Person entitled thereto, as such name and address
shall appear on the Certificate Register, or by wire transfer in immediately
available funds to the account of such Holder at a bank or other financial or
depository institution having appropriate facilities therefor, if such Holder
has so notified the Paying Agent in writing at least 10 Business Days prior to
the first Remittance Date for which distribution by wire transfer is to be
made, and such Holder's Class A-1 Certificates evidence an aggregate original
principal balance of not less than $5,000,000. 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 of the Trustee or agency appointed
by the Trustee for the purpose and specified in such notice of final
distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof which further provisions shall for
all purposes have the same effect as if set forth at this place.
-3-
<PAGE> 160
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
-4-
<PAGE> 161
IN WITNESS WHEREOF, the Company has caused this Certificate to
be duly executed.
Dated: August 27, 1996 MORSERV, INC.
By___________________________________
Certificate of Authentication
This is one of the Class A Certificates
referred to in the within-mentioned
Agreement.
CITIBANK, N.A.
as Authenticating Bank
By______________________________________
Authorized Signatory
-5-
<PAGE> 162
[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
(PLEASE INSERT SOCIAL SECURITY* OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE)
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
(Please Print or Type Name and Address of Assignee)
_____________________________________________________________
the within Certificate, and all rights thereunder, and hereby
does irrevocably constitute and appoint
__________________________________________________ Attorney to transfer the
within Certificate on the books kept for the registration thereof, with full
power of substitution in the premises.
Dated:
(Signature guaranty) ___________________________________
NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the face of
the within Certificate in every
particular, without alteration or
enlargement or any change whatever.
(*This information, which is voluntary, is being requested to ensure that the
assignee will not be subject to backup withholding under Section 3406 of the
Code.)
-1-
<PAGE> 163
THIS CLASS M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
SOLELY FOR 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, AS AMENDED.
THIS CERTIFICATE WAS ISSUED ON AUGUST 27, 1996 AND IS TREATED AS HAVING BEEN
ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR FEDERAL INCOME TAX PURPOSES.
ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE WITH PROJECTED CASH FLOWS
BASED ON CERTAIN ASSUMPTIONS USED IN PRICING THE CERTIFICATES: (I) THE AMOUNT
OF OID IS APPROXIMATELY [ ] PER [ ] OF THE ORIGINAL PRINCIPAL AMOUNT
OF THIS CERTIFICATE, (II) THE ANNUAL YIELD OF THIS CERTIFICATE FOR PURPOSES OF
COMPUTING OID IS APPROXIMATELY [ ] PER ANNUM (COMPOUNDED MONTHLY) AND
(III) THE AMOUNT OF OID ALLOCABLE TO THE INITIAL SHORT PERIOD IS [ ] PER
$1,000 OF THE ORIGINAL PRINCIPAL AMOUNT OF THIS CERTIFICATE USING THE EXACT
METHOD. THE ACTUAL YIELD TO MATURITY AND OID ON THIS CERTIFICATE MAY DIFFER
FROM THE PROJECTED AMOUNTS. THE PREPAYMENT ASSUMPTION USED IN DETERMINING THE
ANNUAL YIELD FOR FEDERAL INCOME TAX PURPOSES IS [ ] OF THE PREPAYMENT MODEL.
NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE
RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS
CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE EITHER (A) IS NOT AN EMPLOYEE
BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN WITHIN THE MEANING
OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
(EACH, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATE
ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF OR
WITH ASSETS OF A PLAN OR DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATES
WITH THE ASSETS OF ANY INSURANCE COMPANY SEPARATE ACCOUNT OR OF ANY PLAN, OR
(B) IS AN INSURANCE COMPANY AND THE SOURCE OF FUNDS FOR THE PURCHASE OF THE
CERTIFICATES IS AN "INSURANCE COMPANY GENERAL ACCOUNT" WITHIN THE MEANING OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60"), 60 FED. REG. 35925
(JULY 12, 1995), AND THE CONDITIONS SET FORTH IN SECTION I AND SECTION III OF
PTCE 95-60 ARE SATISFIED WITH RESPECT TO THE PURCHASE AND
<PAGE> 164
HOLDING OF THE CERTIFICATES, OR (ii) IF THIS CERTIFICATE IS PRESENTED FOR
REGISTRATION IN THE NAME OF A PLAN SUBJECT TO TITLE I OF ERISA, OR SECTION 4975
OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), OR A
TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY
SUCH PLAN OR, ALTERNATIVELY, IN THE CASE OF AN INSURANCE COMPANY, THE ASSETS OF
ANY SEPARATE ACCOUNT OR OF ANY PLAN TO EFFECT SUCH ACQUISITION, AN OPINION OF
COUNSEL TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE WILL NOT
RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE "PLAN ASSETS"
PURSUANT TO THE DEPARTMENT OF LABOR PLAN ASSET REGULATIONS SET FORTH IN 29
C.F.R. SECTION 2510.3-101 AND TO BE SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE, WILL
NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF
SECTION 406 OR SECTION 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
SUBJECT THE TRUSTEE, THE MASTER SERVICER, THE COMPANY OR ANY OF THEIR
AFFILIATES TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES
UNDER ERISA OR SECTION 4975 OF THE CODE) RELATING TO THE CERTIFICATES.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
MORTGAGE FINANCE CORPORATION, THE MASTER SERVICER OR THE TRUSTEE REFERRED TO
BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE REMIC REGULAR
INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR
INSURED BY MORSERV, INC., CHASE MANHATTAN MORTGAGE CORPORATION, THE CHASE
MANHATTAN BANK, THE TRUSTEE OR BY ANY OF THEIR AFFILIATES OR BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
-2-
<PAGE> 165
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2, CLASS M
Number 96-2-M-1 Original Denomination
$4,658,626.00
Cut-off Date: August 1, 1996 Final Scheduled Remittance
Date: November 25, 2026
First Remittance Date:
September 25, 1996 Approximate Aggregate Original
Denomination of all Class M
Remittance Rate: 7.25% Certificates: $4,658,626.00
evidencing an interest in distributions allocable to the Class M Certificates
with respect to a pool of conventional one- to four-family mortgage loans
formed and sold by
MORSERV, INC. CUSIP 619087 BU2
This certifies that Donaldson, Lufkin & Jenrette Securities
Corporation is the registered owner of the ownership interest evidenced by this
Certificate (obtained by dividing the Original Denomination of this Certificate
by the aggregate Original Denomination of all Class M Certificates) in certain
monthly distributions with respect to a pool (the "Mortgage Pool") of
conventional one- to four-family adjustable rate mortgage loans (the "Mortgage
Loans") formed and sold by MorServ, Inc. (the "Company"), which Mortgage Loans
are secured by Mortgaged Properties, and in certain other property held in
trust for the benefit of the Certificateholders (collectively, the "Trust
Fund"). The Mortgage Loans were originated by or for Morserv, and are serviced
by Chase Manhattan Mortgage Corp.(in such capacity, the "Master Servicer").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of August 1, 1996 (the "Agreement") among the Company, the Master Servicer
and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned in
the Agreement.
-3-
<PAGE> 166
This Certificate is one of a duly authorized issue of
Certificates, designated as Multi-Class Mortgage Pass-Through Certificates,
Series 1996-2, Class M (the "Class M Certificates") and is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. Also issued under the Agreement are
Certificates designated as Multi-Class Mortgage Pass-Through Certificates,
Series 1996-2, Class A (the "Class A Certificates"), Class B (the "Class B
Certificates"), and Class R (the "Class R Certificates"). The Class A
Certificates are senior to, and the Class B Certificates are subordinate to,
the Class M Certificates in right of payment to the extent described herein and
in the Agreement. The Class A Certificates, Class M Certificates, Class B
Certificates, and Class R Certificates are collectively referred to as the
"Certificates".
Pursuant to the terms of the Agreement, the Paying Agent will
distribute from funds in the Certificate Account the amount as described on the
reverse hereof on the 25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (the "Remittance Date"),
commencing on September 25, 1996. Such distributions will be made to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month preceding the month in which such payment is
made, or if such last day is not a Business Day, the Business Day immediately
preceding such last day (the "Record Date").
Distributions on this Certificate will be made either by check
mailed to the address of the Person entitled thereto, as such name and address
shall appear on the Certificate Register, or by wire transfer in immediately
available funds to the account of such Holder at a bank or other financial or
depository institution having appropriate facilities therefor, if such Holder
has so notified the Paying Agent in writing at least 10 Business Days prior to
the first Remittance Date for which distribution by wire transfer is to be
made, and such Holder's Class M Certificates evidence an aggregate original
principal balance of not less than $5,000,000. 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
-4-
<PAGE> 167
only upon presentation and surrender of this Certificate at the office of the
Trustee or agency appointed by the Trustee for the purpose and specified in
such notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
-5-
<PAGE> 168
IN WITNESS WHEREOF, the Company has caused this Certificate to
be duly executed.
Dated: August 27, 1996 MORSERV, INC.
By__________________________________
Certificate of Authentication
This is one of the Class M Certificates
referred to in the within-mentioned
Agreement.
CITIBANK, N.A.
as Authenticating Bank
By____________________________________
Authorized Signatory
-6-
<PAGE> 169
[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
(PLEASE INSERT SOCIAL SECURITY* OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE)
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
(Please Print or Type Name and Address of Assignee)
_____________________________________________________________
the within Certificate, and all rights thereunder, and hereby
does irrevocably constitute and appoint
__________________________________________________ Attorney to transfer the
within Certificate on the books kept for the registration thereof, with full
power of substitution in the premises.
Dated:
(Signature guaranty) ___________________________________
NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the face of
the within Certificate in every
particular, without alteration or
enlargement or any change whatever.
(*This information, which is voluntary, is being requested to ensure that the
assignee will not be subject to backup withholding under Section 3406 of the
Code.)
-1-
<PAGE> 170
EXHIBIT D
[FORM OF CLASS B-1 CERTIFICATE]
THIS CLASS B-1 CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A CERTIFICATES AND THE CLASS M CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CLASS B-1 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 SOLD OR
TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT OR UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 4.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
CLASS B-1 CERTIFICATE
Original Denomination
$______________
Aggregate Original Principal
Balance of all Class B-1
Certificates: $___________
Cut-off Date: August 1, 1996 Number 96-2-B-1-1
First Remittance Date:
September 25, 1996
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
Series 1996-2
evidencing an ownership interest in distributions allocable to
a pool of conventional one- to four-family mortgage loans
formed and sold by
MORSERV, INC.
1
<PAGE> 171
This Certificate does not represent an obligation of or
interest in MorServ, Inc., the Master Servicer or the Trustee referred to below
or any of their affiliates. Neither this Certificate, the REMIC regular interest
represented hereby nor the underlying Mortgage Loans are guaranteed or insured
by MorServ, Inc., Chase Manhattan Mortgage Corporation, The Chase Manhattan
Bank, the Trustee or by any of their affiliates or by any governmental agency or
instrumentality.
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN ABOVE.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE BY
INQUIRY OF THE TRUSTEE.
NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE
RECEIVED EITHER (i) A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS
CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE EITHER (A) IS NOT AN EMPLOYEE
BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN WITHIN THE MEANING
OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
(EACH, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATE
ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF OR
WITH ASSETS OF A PLAN OR DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATES WITH
THE ASSETS OF ANY INSURANCE COMPANY SEPARATE ACCOUNT OR OF ANY PLAN OR (B) IS AN
INSURANCE COMPANY AND THE SOURCE OF FUNDS FOR THE PURCHASE OF THE CERTIFICATES
IS AN "INSURANCE COMPANY GENERAL ACCOUNT" WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60"), 60 FED. REG. 35925 (JULY 12,
1995), AND THE CONDITIONS SET FORTH IN SECTION I AND III OF PTCE 95-60 ARE
SATISFIED WITH RESPECT TO THE PURCHASE AND HOLDING OF THE CERTIFICATES OR (ii)
IF THIS CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN SUBJECT
TO TITLE I OF ERISA, OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF
ANY SUBSEQUENT ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON
WHO IS USING THE ASSETS OF ANY SUCH PLAN OR, ALTERNATIVELY, IN THE CASE OF AN
INSURANCE COMPANY, THE ASSETS OF ANY SEPARATE ACCOUNT OR OF ANY PLAN TO EFFECT
SUCH ACQUISITION, AN OPINION OF COUNSEL TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND
BEING DEEMED TO BE "PLAN ASSETS" PURSUANT TO THE DEPARTMENT OF LABOR PLAN ASSET
REGULATIONS SET FORTH IN 29 C.F.R. Section 2510.3-101 AND TO BE SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION
PROVISIONS OF THE CODE, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED
TRANSACTION WITHIN THE MEANING OF SECTION 406 OR SECTION 407 OF ERISA OR SECTION
4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER, THE
COMPANY OR ANY OF THEIR AFFILIATES TO ANY OBLIGATION OR LIABILITY (INCLUDING
2
<PAGE> 172
OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) RELATING TO
THE CERTIFICATES.
This certifies that _____________________________ is the
registered owner of the ownership interest (the "Ownership Interest") evidenced
by this Certificate (obtained by dividing the Original Denomination of this
Certificate by the aggregate Original Denomination of all Class B-1
Certificates) in certain distributions with respect to a pool of conventional
one- to four-family first mortgage loans (the "Mortgage Loans") formed and sold
by MorServ, Inc. (hereinafter called the "Company"), and certain other property
held in trust for the benefit of Certificateholders (collectively, the "Trust
Fund"). The Mortgage Loans were originated by or for The Chase Manhattan Bank
and are serviced by Chase Manhattan Mortgage Corporation (the "Master Servicer")
and are secured by first mortgages on Mortgaged Properties. The Trust Fund was
created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated
as of August 1, 1996 among the Company, the Master Servicer and Citibank, N.A.,
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates, designated as Multi-Class Mortgage Pass-Through Certificates,
Series 1996-2, Class B-1 (the "Class B-1 Certificate") and is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which Agreement such Holder is bound. Also issued under the
Agreement are Certificates designated as Multi-Class Mortgage Pass-Through
Certificates Series 1996-2, Class A (the "Class A Certificates"), which are
senior to the Class B-1 Certificates in right of payment, and Multi-Class
Mortgage Pass Through Certificates, Series 1996-2, Class M (the "Class M
Certificates"), which are also senior to the Class B-1 Certificates in right of
payment, each to the extent described herein and in the Agreement. The Class A
Certificates, the Class M Certificates, the Class B Certificates and the Class R
Certificates are collectively referred to as the "Certificates". The Class A
Certificates, as of the Cut-off Date, evidence in the aggregate an approximate
94.25% undivided interest in the Trust Fund (other than Excess Interest). The
Class M Certificates, as of the Cut-Off Date, evidence in the aggregate an
approximate 2.25% undivided interest in the Trust Fund. The Class B
Certificates, as of the Cut-off Date, evidence in the aggregate an approximate
3.50% undivided interest in the Trust Fund.
Pursuant to the terms of the Agreement, the Paying Agent will
distribute from funds in the Certificate Account created pursuant to the
Agreement on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Remittance Date"), commencing
on September 25, 1996, to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
preceding the month in which such payment is made (the "Record Date"), an amount
equal (with certain exceptions set forth in the Agreement) to the balance of the
Available Distribution Amount remaining after distributions of Excess Interest
and to the Class A and Class M Certificateholders on such Remittance Date.
3
<PAGE> 173
The rights of the Class B Certificateholders to receive
distributions in respect of the Class B Certificates on any Remittance Date are
subordinated to the rights of the Class A and Class M Certificateholders to
receive distributions in respect of the Class A and Class M Certificates to the
extent, and only to the extent, set forth in the Agreement. Amounts properly
distributed to the Class B Certificateholders pursuant to the Agreement will be
deemed released from the Trust Fund, and the Class B Certificateholders will not
in any event be required to refund any such distributed amounts. 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 specified in such notice of final distribution.
The Trustee will cause to be kept at its Corporate Trust
Office in New York, New York, or at the office of its designated agent, a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee will provide for the registration of Certificates and of
transfers and exchanges of Certificates. Upon surrender for registration of
transfer of any Certificate at any office or agency of the Trustee maintained
for such purpose, the Trustee will, subject to the limitations set forth in the
Agreement, authenticate and deliver, in the name of the designated transferee or
transferees, a Certificate of a like class and dated the date of authentication
by the Trustee.
No service charge will be made to the Holder for any transfer
or exchange of the Certificate, 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 the Certificate. Prior to due
presentation of a Certificate for registration of transfer, the Company, the
Master Servicer and the Trustee may treat the person in whose name any
Certificate is registered as the owner of such Certificate and the Ownership
Interest in the Trust Fund evidenced thereby for the purpose of receiving
distributions pursuant to the Agreement and for all other purposes whatsoever,
and neither the Company, the Master Servicer nor the Trustee will be affected by
notice to the contrary.
The Agreement may be amended from time to time by the Company,
the Master Servicer and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions therein, which may be inconsistent with any other provisions therein,
to ensure continuing treatment of each REMIC Pool as a REMIC and to avoid the
imposition of certain tax liabilities, or to make any other provisions with
respect to matters or questions arising under the Agreement which are not
materially inconsistent with the provisions of the Agreement, provided that such
action does not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
The Agreement may also be amended from time to time by the
Company, the Master Servicer and the Trustee with the consent of the Holders of
Certificates evidencing in the aggregate not less than 66% of the Percentage
Interest of each Class of Certificates affected thereby for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Agreement or of modifying in any manner the rights of the
Holders of Certificates of such Class; provided, however, that no such amendment
may (i) reduce in any manner the amount of, or delay the timing of, payments
received on the Mortgage Loans which
4
<PAGE> 174
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) reduce the aforesaid percentage of Certificates
of any Class the Holders of which are required to consent to any such amendment
or (iii) change the percentage specified in clause (ii) of the first paragraph
of Section 11.01 of the Agreement, without the consent of the Holders of all
Certificates of such Class then outstanding.
An election will be made to treat the Trust Fund as a REMIC
(the "Subsidiary REMIC") for federal income tax purposes. An election will be
made to treat as a REMIC (the "Master REMIC") the pool of assets represented by
the regular interests in the Subsidiary REMIC. The Class A Certificates, the
Class M Certificates, the Class B Certificates and the Chase Interest will
represent regular interests in the Master REMIC. The Class R Certificates
constitute the Residual Interest in the Master REMIC and the Subsidiary REMIC.
The respective obligations and responsibilities of the
Company, the Master Servicer and the Trustee under the Agreement will terminate
upon: (i) the later of the final payment or other liquidation (or any Advance
with respect thereto) of the last Mortgage Loan or the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and the remittance of all funds due thereunder; or (ii) at the
option of the Master Servicer, on any Remittance Date which occurs in the month
next following a Due Date on which the aggregate unpaid Principal Balance of the
Outstanding Mortgage Loans is less than 5% of the aggregate unpaid Principal
Balance of the Mortgage Loans on the Cut-off Date, so long as the Master
Servicer deposits or causes to be deposited in the Certificate Account during
the Principal Prepayment Period related to such Remittance Date an amount equal
to the Purchase Price for each Mortgage Loan, less any unreimbursed Advances
made with respect to any Mortgage Loan and, with respect to all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, an amount
equal to the fair market value of such property, as determined by an appraisal
to be conducted by an appraiser selected by the Trustee, less unreimbursed
Advances made with respect to the Mortgage Loan with respect to which property
has been acquired; provided, however, that in no event shall the trust created
hereby continue beyond the earlier of (i) 32 years after the Closing Date and
(ii) the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James's, living on the date hereof.
5
<PAGE> 175
IN WITNESS WHEREOF, the Company has caused this Certificate to
be duly executed.
Dated: August 27, 1996 MORSERV, INC.
By________________________
Authorized Officer
This is one of the Class B-1
Certificates referred to
in the within-mentioned
Agreement.
CITIBANK, N.A.,
as Trustee
By________________________
Authorized Signatory
6
<PAGE> 176
[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
(PLEASE INSERT SOCIAL SECURITY* OR TAXPAYER IDENTIFICATION NUMBER OF
ASSIGNEE)
- - --------------------
- - --------------------
- - -------------------------------------------------------------
(Please Print or Type Name and Address of Assignee)
- - --------------------------------------------------------------
the within Certificate, and all rights thereunder, and hereby does irrevocably
constitute and appoint
__________________________________________________ Attorney to transfer the
within Certificate on the books kept for the registration thereof, with full
power of substitution in the premises.
Dated:
(Signature guaranty) _______________________________
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the within Certificate in
every particular, without
alteration or enlargement or any
change whatever.
(*This information, which is voluntary, is being requested to ensure that the
assignee will not be subject to backup withholding under Section 3406 of the
Code.)
7
<PAGE> 177
[FORM OF CLASS R CERTIFICATE]
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 SOLD OR TRANSFERRED
IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT OR
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
AS MORE FULLY PROVIDED BY SECTION 4.02(i) OF THE AGREEMENT, CERTAIN
SPECIFIED ENTITIES INCLUDING (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 (OTHER THAN AN INSTRUMENTALITY THAT IS A CORPORATION ALL
OF WHOSE ACTIVITIES ARE SUBJECT TO TAX UNDER CHAPTER 1 OF SUBTITLE A OF
THE CODE AND (EXCEPT IN THE CASE OF FHLMC) A MAJORITY OF WHOSE BOARD OF
DIRECTORS IS NOT SELECTED BY THE UNITED STATES, OR ANY STATE OR
POLITICAL SUBDIVISION THEREOF), (B) ANY ORGANIZATION THAT IS EXEMPT
FROM TAX IMPOSED BY CHAPTER 1 OF SUBTITLE A OF THE CODE, OTHER THAN (X)
A TAX-EXEMPT FARMERS' COOPERATIVE WITHIN THE MEANING OF SECTION 521 OF
THE CODE OR (Y) AN ORGANIZATION THAT IS SUBJECT TO THE TAX IMPOSED BY
SECTION 511 OF THE CODE ON "UNRELATED BUSINESS INCOME", (C) A
CORPORATION OPERATING ON A COOPERATIVE BASIS THAT IS ENGAGED IN
FURNISHING ELECTRIC ENERGY OR PROVIDING TELEPHONE SERVICE TO PERSONS IN
RURAL AREAS (WITHIN THE MEANING OF SECTION 1381(a)(2)(C) OF THE CODE)
AND (D) CERTAIN FOREIGN PERSONS ARE PROHIBITED FROM ACQUIRING
BENEFICIAL OWNERSHIP OF A CLASS R CERTIFICATE.
CLASS R CERTIFICATE
THIS CERTIFICATE HAS NO STATED
PRINCIPAL BALANCE
Cut-off Date: August 1, 1996 Number 96-2-R-1
First Remittance Date:
September 25, 1996
8
<PAGE> 178
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
Series 1996-2
evidencing an ownership interest in distributions allocable to
the Residual Interest Certificates with respect to a pool of
conventional one- to four-family first mortgage loans formed
and sold by
MORSERV, INC.
This Certificate does not represent an obligation of or
interest in MorServ, Inc., the Master Servicer or the Trustee referred to below
or any of their affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured by MorServ, Inc., Chase Manhattan Mortgage
Corporation, The Chase Manhattan Bank, the Trustee or by any of their affiliates
or by any governmental agency or instrumentality.
NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE
RECEIVED EITHER (i) A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS
CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE EITHER (A) IS NOT AN EMPLOYEE
BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN WITHIN THE MEANING
OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
(EACH, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATE
ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF OR
WITH ASSETS OF A PLAN OR DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATES WITH
THE ASSETS OF ANY INSURANCE COMPANY SEPARATE ACCOUNT OR OF ANY PLAN OR (B) IS AN
INSURANCE COMPANY AND THE SOURCE OF FUNDS FOR THE PURCHASE OF THE CERTIFICATES
IS AN "INSURANCE COMPANY GENERAL ACCOUNT" WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60"), 60 FED. REG. 35925 (JULY 12,
1995), AND THE CONDITIONS SET FORTH IN SECTION I AND III OF PTCE 95-60 ARE
SATISFIED WITH RESPECT TO THE PURCHASE AND HOLDING OF THE CERTIFICATES OR (ii)
IF THIS CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN SUBJECT
TO TITLE I OF ERISA, OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF
ANY SUBSEQUENT ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON
WHO IS USING THE ASSETS OF ANY SUCH PLAN OR, ALTERNATIVELY, IN THE CASE OF AN
INSURANCE COMPANY, THE ASSETS OF ANY SEPARATE ACCOUNT OR OF ANY PLAN TO EFFECT
SUCH ACQUISITION, AN OPINION OF COUNSEL TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND
BEING DEEMED TO BE "PLAN ASSETS" PURSUANT TO THE DEPARTMENT OF LABOR PLAN ASSET
REGULATIONS SET FORTH IN 29 C.F.R. Section2510.3-101 AND TO BE SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION
PROVISIONS OF THE CODE, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED
TRANSACTION WITHIN THE MEANING OF SECTION
9
<PAGE> 179
406 OR SECTION 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT
THE TRUSTEE, THE MASTER SERVICER, THE COMPANY OR ANY OF THEIR AFFILIATES TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR
SECTION 4975 OF THE CODE) RELATING TO THE CERTIFICATES.
This certifies that ____________________ is the registered
owner of an undivided interest in certain monthly distributions with respect to
a pool (the "Mortgage Pool) of conventional one- to four-family first mortgage
loans (the "Mortgage Loans") formed and sold by MorServ, Inc. (hereinafter
called the "Company", which term includes any successor entity under the
Agreement referred to below) and certain other property held in trust for the
benefit of Certificateholders (collectively, the "Trust Fund"). The Mortgage
Loans were originated by or for The Chase Manhattan Bank and are serviced by
Chase Manhattan Mortgage Corporation (the "Master Servicer") and are secured by
first mortgages on Mortgaged Properties. The Trust Fund was created pursuant to
a Pooling and Servicing Agreement (the "Agreement") dated as of August 1, 1996
among the Company, the Master Servicer and Citibank, N.A., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates, designated as Multi-Class Mortgage Pass-Through Certificates,
Series 1996-2, Class R (the "Class R Certificate") and is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which Agreement such Holder is bound. All payments made under
this Certificate will be made in accordance with the terms of the Agreement.
Also issued under the Agreement are Certificates designated as Multi-Class
Mortgage Pass-Through Certificates Series 1996-2, Class A, Class M, Class B-1,
Class B-2, Class B-3, Class B-4 and Class B-5 Certificates. The Class A
Certificates, the Class M Certificates, the Class B Certificates and the Class R
Certificates are collectively referred to as the "Certificates". The Class A
Certificates, as of the Cut-off Date, evidence in the aggregate an approximate
94.25% undivided interest in the Trust Fund (other than Excess Interest). The
Class M Certificates, as of the Cut-off Date, evidence in the aggregate an
approximate 2.25% undivided interest in the Trust Fund. The Class B
Certificates, as of the Cutoff Date, evidence in the aggregate an approximate
3.50% undivided interest in the Trust Fund.
The rights of the Class R Certificateholders to receive
distributions in respect of the Class R Certificates on any Remittance Date are
governed by the terms of the Agreement and are subordinated to the rights of the
Class A, Class M and Class B Certificateholders to receive distributions in
respect of the Class A and Class M Certificates to the extent, and only to the
extent, set forth in the Agreement. Amounts properly distributed to the Class R
Certificateholders pursuant to the Agreement will be deemed released from the
Trust Fund, and the Class R Certificateholders will not in any event be required
to refund any such distributed amounts. 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 specified in such
notice of final distribution.
10
<PAGE> 180
The Trustee will cause to be kept at its Corporate Trust
Office in New York, New York, or at the office of its designated agent, a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee will provide for the registration of Certificates and of
transfers and exchanges of Certificates. Upon surrender for registration of
transfer of any Certificate at any office or agency of the Trustee maintained
for such purpose, the Trustee will, subject to the limitations set forth in the
Agreement, authenticate and deliver, in the name of the designated transferee or
transferees, a Certificate of a like class and dated the date of authentication
by the Trustee.
No service charge will be made to the Holder for any transfer
or exchange of the Certificate, 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 the Certificate. Prior to due
presentation of a Certificate for registration of transfer, the Company, the
Master Servicer and the Trustee may treat the person in whose name any
Certificate is registered as the owner of such Certificate and the Ownership
Interest in the Trust Fund evidenced thereby for the purpose of receiving
distributions pursuant to the Agreement and for all other purposes whatsoever,
and neither the Company, the Master Servicer nor the Trustee will be affected by
notice to the contrary.
The Agreement may be amended from time to time by the Company,
the Master Servicer and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions therein, which may be inconsistent with any other provisions therein,
to ensure continuing treatment of each REMIC Pool as a REMIC and to avoid the
imposition of certain tax liabilities, or to make any other provisions with
respect to matters or questions arising under the Agreement which are not
materially inconsistent with the provisions of the Agreement, provided that such
action does not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
The Agreement may also be amended from time to time by the
Company, the Master Servicer and the Trustee with the consent of the Holders of
Certificates evidencing in the aggregate not less than 66% of the Percentage
Interest of each Class of Certificates affected thereby for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Agreement or of modifying in any manner the rights of the
Holders of Certificates of such Class; provided, however, that no such amendment
may (i) reduce in any manner the amount of, or delay the timing of, payments
received on the Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii) reduce
the aforesaid percentage of Certificates of any Class the Holders of which are
required to consent to any such amendment or (iii) change the percentage
specified in clause (ii) of the first paragraph of Section 11.01 of the
Agreement, without the consent of the Holders of all Certificates of such Class
then outstanding.
An election will be made to treat the Trust Fund as a REMIC
(the "Subsidiary REMIC") for federal income tax purposes. An election will be
made to treat as a REMIC (the "Master REMIC") the pool of assets represented by
the regular interests in the Subsidiary REMIC. The Class A Certificates, the
Class M Certificates, the Class B Certificates and the
11
<PAGE> 181
Chase Interest will represent regular interests in the Master REMIC. The Class R
Certificates constitute the Residual Interest in the Master REMIC and the
Subsidiary REMIC.
The respective obligations and responsibilities of the
Company, the Master Servicer and the Trustee under the Agreement will terminate
upon: (i) the later of the final payment or other liquidation (or any Advance
with respect thereto) of the last Mortgage Loan or the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and the remittance of all funds due thereunder; or (ii) at the
option of the Master Servicer, on any Remittance Date which occurs in the month
next following a Due Date on which the aggregate unpaid Principal Balance of all
Outstanding Mortgage Loans is less than 5% of the aggregate unpaid Principal
Balance of the Mortgage Loans on the Cut-off Date, so long as the Master
Servicer deposits or causes to be deposited in the Certificate Account during
the Principal Prepayment Period related to such Remittance Date an amount equal
to the Purchase Price for each Mortgage Loan, less unreimbursed Advances made
with respect to any Mortgage Loan and, with respect to all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, an amount equal to the
fair market value of such property, as determined by an appraisal to be
conducted by an appraiser selected by the Trustee, less any Advances made with
respect to the Mortgage Loan with respect to which property has been acquired;
provided, however, that in no event shall the trust created hereby continue
beyond the earlier of (i) 32 years after the Closing Date and (ii) the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James's, living on the date hereof.
IN WITNESS WHEREOF, the Company has caused this Certificate to
be duly executed.
Dated: August 27, 1996 MORSERV, INC.
By________________________
Authorized Officer
This is the Class R
Certificate referred to
in the within-mentioned
Agreement.
CITIBANK, N.A.,
as Trustee
By________________________
Authorized Signatory
12
<PAGE> 182
[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
(PLEASE INSERT SOCIAL SECURITY* OR TAXPAYER IDENTIFICATION NUMBER OF
ASSIGNEE)
- - --------------------
- - --------------------
- - -------------------------------------------------------------
(Please Print or Type Name and Address of Assignee)
- - -------------------------------------------------------------
the within Certificate, and all rights thereunder, and hereby does irrevocably
constitute and appoint
__________________________________________________ Attorney to transfer the
within Certificate on the books kept for the registration thereof, with full
power of substitution in the premises.
Dated:
(Signature guaranty) _______________________________
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the within Certificate in
every particular, without
alteration or enlargement or any
change whatever.
(*This information, which is voluntary, is being requested to ensure that the
assignee will not be subject to backup withholding under Section 3406 of the
Code.)
13
<PAGE> 183
EXHIBIT E
FORM OF TRUSTEE CERTIFICATION
[date]
MorServ, Inc.
One Chase Manhattan Plaza
New York, New York 10081
Re: Pooling and Servicing Agreement dated as of August 1, 1996
among MorServ, Inc., Chase Manhattan Mortgage Corporation and
Citibank, N.A., as trustee, Multi-Class Mortgage Pass-Through
Certificates, Series 1996-2
Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling
and Servicing Agreement, the undersigned, as Trustee, hereby certifies that as
to each Mortgage Loan listed in the Mortgage Loan Schedule attached hereto
(other than any Mortgage Loan paid in full or listed on the attachment hereto)
it has reviewed the Mortgage File and the Mortgage Loan Schedule and has
determined that:
(i) All documents in the Mortgage File required to be
delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing
Agreement are in its possession;
(ii) In connection with each Mortgage Loan or Assignment thereof as
to which documentary evidence of recording was not received on the Closing Date,
it has received evidence of such recording; and
(iii) Such documents have been reviewed by it and such documents do
not contain any material omissions or defects within the meaning of Section 2.01
or 2.02.
The Trustee further certifies that as to each Mortgage Loan,
the Trustee holds the Mortgage Note without any Responsible Officer of the
Trustee having received written notice (a) of any adverse claims, liens or
encumbrances, (b) that any Mortgage Note was overdue or has been dishonored, (c)
of evidence on the face of any Mortgage Note or Mortgage of any security
interest therein, or (d) of any defense against or claim to the Mortgage Note by
any other party.
The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond confirming (i) that the
Mortgage Loan number and the name of the Mortgagor in each Mortgage File conform
to the respective Mortgage Loan number and name listed on the Mortgage Loan
Schedule and (ii) the existence in each Mortgage File of each of the documents
listed in subparagraphs (i)(A) through (G) and (ii)(A) through (I), inclusive,
of Section 2.01 in the Agreement. The Trustee makes no representations or
warranties as to the validity,
1
<PAGE> 184
legality, sufficiency, enforceability or genuineness of any of the documents
contained in each Mortgage Loan or the collectibility, insurability,
effectiveness or suitability of any such Mortgage Loan.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.
CITIBANK, N.A.,
as Trustee
By: __________________________
Name: ________________________
Title: _______________________
2
<PAGE> 185
EXHIBIT F
CERTIFICATE ACCOUNT CERTIFICATION
(date)
Chase Manhattan Mortgage Corporation hereby certifies that it
has established the account described below as a Certificate Account pursuant to
Section 5.08 of the Pooling and Servicing Agreement, dated as of August 1, 1996.
Title of Account: "Citibank, N.A. as Trustee, in trust for and for the benefit
of the Certificateholders of Multi-Class Mortgage
Pass-Through Certificates, MorServ, Inc., Series 1996-2 -
Certificate Account"
Account Number: ___________________
Address of office
or branch of the
Company at which
Account is
maintained: _______________________
_______________________
The account will be insured by the Federal Deposit Insurance
Company.
Chase Manhattan Mortgage Corporation
By: ______________________________
Name: ____________________________
Title: ___________________________
1
<PAGE> 186
EXHIBIT G
CERTIFICATE ACCOUNT LETTER AGREEMENT
(date)
To: ____________________
____________________
____________________
(the "Depository")
As "Master Servicer" under the Pooling and Servicing
Agreement, dated as of August 1, 1996 (the "Agreement"), we hereby authorize and
request you to establish an account, as a Certificate Account pursuant to
Section 5.08 of the Agreement, to be designated as "Citibank, N.A., as Trustee,
in trust for and for the benefit of the Certificateholders of Multi-Class
Mortgage Pass-Through Certificates, MorServ, Inc. Series 1996-2 - Certificate
Account." All deposits in the account shall be subject to withdrawal therefrom
by order signed by the Master Servicer (unless the Trustee has notified the
Depository that the Trustee has revoked the Master Servicer's right to withdraw
funds from the Certificate Account) or the Trustee. This letter is submitted to
you in duplicate. Please execute and return one original to us.
Chase Manhattan Mortgage Corporation
By: ___________________________
Name: _________________________
Title: ________________________
The undersigned, as "Depository," hereby certifies that the
above described account has been established under Account Number , at the
office of the depository indicated above, and agrees to honor withdrawals on
such account as provided above. The account will be insured by the Federal
Deposit Insurance Corporation.
_________________________________
(Name of Depository)
By: ___________________________
Name: _________________________
Title: ________________________
1
<PAGE> 187
EXHIBIT H
ESCROW ACCOUNT CERTIFICATION
(date)
Chase Manhattan Mortgage Corporation hereby certifies that it
has established the account described below as an Escrow Account pursuant to
Section 5.10 of the Pooling and Servicing Agreement, dated as of August 1, 1996.
Title of Account: "Escrow Account - Multi-Class Mortgage Pass-Through
Certificates, Series 1996-2 (MorServ, Inc.) in trust for
Citibank, N.A., as Trustee and various Mortgagors."
Account Number: __________________________
Address of office
or branch of the
Company at which
Account is
maintained: __________________________
__________________________
The account will be insured by the Federal Deposit Insurance
Company.
Chase Manhattan Mortgage Corporation
By: ___________________________
Name: _________________________
Title: ________________________
1
<PAGE> 188
EXHIBIT I
ESCROW ACCOUNT LETTER AGREEMENT
(date)
To: _____________________
_____________________
______________________
(the "Depository")
As "Master Servicer" under the Pooling and Servicing
Agreement, dated as of August 1, 1996 (the "Agreement"), we hereby authorize and
request you to establish an account, as an Escrow Account pursuant to Section
5.10 of the Agreement, to be designated as "Escrow Account - Multi-Class
Mortgage Pass-Through Certificates, Series 1996-2 (MorServ, Inc.) in trust for
Citibank, N.A., as Trustee and various Mortgagors." All deposits in the account
shall be subject to withdrawal therefrom by order signed by the Master Servicer.
This letter is submitted to you in duplicate. Please execute and return one
original to us.
Chase Manhattan Mortgage Corporation
By:____________________________
Name:__________________________
Title: ________________________
The undersigned, as "Depository," hereby certifies that the
above described account has been established under Account Number ___________,
at the office of the depository indicated above, and agrees to honor withdrawals
on such account as provided above. The account will be insured by the Federal
Deposit Insurance Corporation.
______________________________
(Name of Depository)
By:____________________________
Name:__________________________
Title:_________________________
1
<PAGE> 189
EXHIBIT J
FORM OF INVESTMENT LETTER
(Accredited Investor)
[date]
Chase Manhattan Mortgage Corporation
343 Thornall Street
Edison, New Jersey 08837
Citibank, N.A., as trustee
120 Wall Street
New York, New York 10043
Re: MorServ, Inc., Multi-Class
Mortgage Pass-Through
Certificates, Series 1996-2, [Class B- ]
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from
_________________________ (the "Transferor") $_______ by original principal
balance (the "Transferred Certificates") of Multi-Class Mortgage Pass-Through
Certificates, Series 1996-2, [Class B- ] (the "Certificates"), issued pursuant
to a pooling and servicing agreement, dated as of August 1, 1996 (the "Pooling
and Servicing Agreement"), among MorServ, Inc. (the "Company"), Chase Manhattan
Mortgage Corporation, as master servicer (the "Master Servicer"), and Citibank,
N.A., as trustee (the "Trustee"). [The Purchaser intends to register the
Transferred Certificate in the name of ____________________, as nominee for
__________________.] All terms used and not otherwise defined herein shall have
the meanings set forth in the Pooling and Servicing Agreement.
For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Purchaser certifies, represents
and warrants to, and covenants with, the Company and the Trustee that:
1. The Purchaser understands that (a) the Certificates have
not been registered or qualified under the Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of any state, (b) neither the
Company nor the Trustee is required, and neither of them intends, to so register
or qualify the Certificates, (c) the Certificates cannot be resold unless (i)
they are registered and qualified under the Securities Act and the applicable
state securities
1
<PAGE> 190
laws or (ii) an exemption from registration and qualification is available and
(d) the Pooling and Servicing Agreement contains restrictions regarding the
transfer of the Certificates.
2. The Certificates will bear a legend to the following
effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE "1940 ACT") OR ANY STATE
SECURITIES OR "BLUE SKY" LAWS, AND MAY NOT, DIRECTLY OR
INDIRECTLY, BE SOLD OR OTHERWISE TRANSFERRED, OR OFFERED FOR
SALE, UNLESS SUCH TRANSFER IS NOT SUBJECT TO REGISTRATION
UNDER THE ACT, THE 1940 ACT AND ANY APPLICABLE STATE
SECURITIES LAWS AND SUCH TRANSFER ALSO COMPLIES WITH THE OTHER
PROVISIONS OF SECTION 4.02 OF THE POOLING AND SERVICING
AGREEMENT. NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE
UNLESS THE TRUSTEE SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE
SATISFACTORY TO THE MASTER SERVICER AND THE TRUSTEE (A) AN
INVESTMENT LETTER FROM THE PROSPECTIVE INVESTOR; AND (B)
REPRESENTATIONS FROM THE TRANSFEROR REGARDING THE OFFERING AND
SALE OF THE CERTIFICATES.
NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE
TRUSTEE SHALL HAVE RECEIVED EITHER (i) A REPRESENTATION LETTER
FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT
SUCH TRANSFEREE EITHER (A) IS NOT AN EMPLOYEE BENEFIT PLAN
WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), AND IS
NOT DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATE ON
BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF OR WITH ASSETS OF A PLAN OR DIRECTLY OR INDIRECTLY
PURCHASING ANY CERTIFICATES WITH THE ASSETS OF ANY INSURANCE
COMPANY SEPARATE ACCOUNT OR OF ANY PLAN OR (B) IS AN INSURANCE
COMPANY AND THE SOURCE OF FUNDS FOR THE PURCHASE OF THE
CERTIFICATES IS AN "INSURANCE COMPANY GENERAL ACCOUNT" WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTCE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995), AND THE
CONDITIONS SET FORTH IN SECTION I AND III OF PTCE 95- 60 ARE
SATISFIED WITH RESPECT TO THE PURCHASE AND HOLDING OF THE
CERTIFICATES OR (ii) IF THIS CERTIFICATE IS PRESENTED FOR
REGISTRATION IN THE NAME OF A PLAN SUBJECT TO TITLE I OF
ERISA, OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS
OF ANY SUBSEQUENT ENACTMENTS), OR A TRUSTEE OF
2
<PAGE> 191
ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING THE ASSETS OF
ANY SUCH PLAN OR, ALTERNATIVELY, IN THE CASE OF AN INSURANCE
COMPANY, THE ASSETS OF ANY SEPARATE ACCOUNT OR OF ANY PLAN TO
EFFECT SUCH ACQUISITION, AN OPINION OF COUNSEL TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE WILL NOT
RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE
"PLAN ASSETS" PURSUANT TO THE DEPARTMENT OF LABOR PLAN ASSET
REGULATIONS SET FORTH IN 29 C.F.R. Section2510.3-101 AND TO BE
SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR
THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE, WILL NOT
CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE
MEANING OF SECTION 406 OR SECTION 407 OF ERISA OR SECTION 4975
OF THE CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER
SERVICER, THE COMPANY OR ANY OF THEIR AFFILIATES TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES
UNDER ERISA OR SECTION 4975 OF THE CODE) RELATING TO THE
CERTIFICATES.
3. The Purchaser is acquiring the Transferred Certificates for
its own account [for investment only]*/ and not with a view to or for sale or
other transfer in connection with any distribution of the Transferred
Certificates in any manner that would violate the Securities Act or any
applicable state securities laws, subject, nevertheless, to the understanding
that disposition of the Purchaser's property shall at all times be and remain
within its control.
4. The Purchaser (a) is 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) is able to bear the economic
risks of such an investment and (c) is an "accredited investor" within the
meaning of Rule 501(a) promulgated pursuant to the Securities Act.
5. The Purchaser will not nor has it authorized nor 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 or 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 of general advertising or in any other
manner, or (e) take any other action, that would constitute a distribution of
any Certificate under the Securities Act or the Investment Company Act of 1940,
as amended (the "1940 Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law, or that would require registration or
- - --------
*/ Not required of a broker/dealer purchaser.
3
<PAGE> 192
qualification pursuant thereto. Neither the Purchaser nor anyone acting on its
behalf has offered the Certificates for sale or made any general solicitation by
means of general advertising or in any other manner with respect to the
Certificates. 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. [This paragraph may be deleted if the Purchaser provides
the Opinion of Counsel referred to in clause (ii) of Section 4.02(d) of the
Pooling and Servicing Agreement.] The Purchaser either (A) is not an employee
benefit plan within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or a plan within the meaning
of Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code")
(each, a "Plan"), and is not directly or indirectly purchasing any Certificate
on behalf of, as investment manager of, as named fiduciary of, as trustee of or
with assets of a Plan or directly or indirectly purchasing any certificates with
the assets of any insurance company separate account or of any Plan or (B) is an
insurance company and the source of funds for the purchase of the certificates
is an "insurance company general account" within the meaning of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60"), 60 Fed. Reg. 35925 (July 12,
1995), and the conditions set forth in Section I and III of PTCE 95-60 are
satisfied with respect to the purchase and holding of the Certificates.
7. Prior to the sale or transfer by the Purchaser of any of
the Certificates, the Purchaser will obtain from any subsequent purchaser
substantially the same certifications, representations, warranties and covenants
contained in the foregoing paragraphs and in this letter or a letter
substantially in the form of Exhibit J-1 to the Pooling and Servicing Agreement.
8. The Purchaser agrees to indemnify the Trustee, the Master
Servicer and the Company against any liability that may result from any
misrepresentation made herein.
Very truly yours,
[Purchaser]
By:________________________________
Name:
Title:
4
<PAGE> 193
EXHIBIT J-1
FORM OF RULE 144A INVESTMENT LETTER
(Qualified Institutional Buyer)
[date]
Chase Manhattan Mortgage Corporation
343 Thornall Street
Edison, New Jersey 08837
Citibank, N.A., as trustee
120 Wall Street
New York, New York 10043
Re: MorServ, Inc., Multi-Class
Mortgage Pass-Through
Certificates, Series 1996-2, [Class B- ]
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from
_________________________ (the "Transferor") $_______ by original principal
balance (the "Transferred Certificates") of Multi-Class Mortgage Pass-Through
Certificates, Series 1996-2, [Class B- ] (the "Certificates"), issued pursuant
to a pooling and servicing agreement, dated as of August 1, 1996 (the "Pooling
and Servicing Agreement"), among MorServ, Inc. (the "Company"), Chase Manhattan
Mortgage Corporation, as master servicer (the "Master Servicer"), and Citibank,
N.A., as trustee (the "Trustee"). [The Purchaser intends to register the
Transferred Certificate in the name of ____________________, as nominee for
__________________.] All terms used and not otherwise defined herein shall have
the meanings set forth in the Trust Agreement.
For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Purchaser certifies, represents
and warrants to, and covenants with, the Company and the Trustee that:
In connection with our acquisition of the above Transferred
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction that
is exempt from the registration requirements of the Act and any such laws, (b)
we
1
<PAGE> 194
Chase Manhattan Mortgage Corporation
Citibank, N.A., as trustee
[date]
Page 2
have such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Company concerning the purchase of the Transferred Certificates and all matters
relating thereto or any additional information deemed necessary to our decision
to purchase the Transferred Certificates, (d) we are not an employee benefit
plan within the meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended, or a plan within the meaning of Section 4975
of the Internal Revenue Code of 1986, as amended (each, a "Plan"), nor are we
directly or indirectly purchasing any Certificate on behalf of, as investment
manager of, as named fiduciary of, as trustee of or with assets of a Plan or
directly or indirectly purchasing any certificates with the assets of any
insurance company separate account or of any Plan [or alternatively, in the case
of an insurance company, is an insurance company and the source of funds for the
purchase of the certificates is an "insurance company general account" within
the meaning of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60"), 50
Fed. Reg. 35925 (July 12, 1995), and the conditions set forth in Section I and
Section III of PTCE 95-60 are satisfied with respect to the purchase and holding
of the Certificates, (e) we have not, nor has anyone acting on our behalf
offered, transferred, pledged, sold or otherwise disposed of the Certificates,
any interest in the Certificates or any other similar security to, or solicited
any offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security
from, or otherwise approached or negotiated with respect to the Certificates,
any interest in the Certificates 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 Certificates under the Securities Act or that would render
the disposition of the Certificates a violation of Section 5 of the Securities
Act or require registration pursuant thereto, nor will act, nor has authorized
or will authorize any person to act, in such manner with respect to the
Certificates, (f) we are a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act and have completed one of the
forms of certification to that effect attached hereto as Annex 1 or Annex 2. We
are aware that the sale of the Transferred Certificates to us is being made in
reliance on Rule 144A. We are acquiring the Transferred Certificates for our own
account or for resale pursuant to Rule 144A and further understand that such
Certificates may be resold, pledged or transferred only (i) to a person
reasonably believed by us, based upon certifications of such purchaser or
information we have in our possession, 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 Securities Act.
2
<PAGE> 195
Chase Manhattan Mortgage Corporation
Citibank, N.A., as trustee
[date]
Page 3
We agree to indemnify the Trustee, the Master Servicer and the Company
against any liability that may result from any misrepresentation made herein.
Very truly yours,
[Purchaser]
By: _________________
Name:
Title:
3
<PAGE> 196
ANNEX 1
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:
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 the 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, as amended ("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 of 1986, as amended.
____ 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 Federal, 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.
____ 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
such institution or is a foreign savings and loan
association or equivalent institution and (b) has an
audited net
- - --------
* Buyer must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Buyer is a dealer, and, in that case,
Buyer must own and/or invest on a discretionary basis at least
$10,000,000 in securities.
1
<PAGE> 197
worth of at least $25,000,000 as demonstrated in its
latest annual financial statements, a copy of which
is attached hereto.
____ Broker-dealer. The Buyer is a dealer registered
pursuant to Section 15 of the Securities Exchange Act
of 1934, as amended.
____ 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 the State,
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, as amended.
____ Investment Advisor. The Buyer is an investment
advisor registered under the Investment Advisors Act
of 1940, as amended.
____ Small Business Investment Company. 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, as
amended.
____ Business Development Company. Buyer is a business
development company as defined in Section 202(a)(22)
of the Investment Advisors Act of 1940, as amended.
3. The term "securities" as used for purposes of the
calculation of the dollar amount in paragraph 2 excludes: (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) securities issued or guaranteed by the U.S. or any instrumentality
thereof, (iv) bank deposit notes and certificates of deposit, (v) loan
participations, (vi) repurchase agreements, (vii) securities owned but subject
to a repurchase agreement and (viii) currency, interest rate and commodity
swaps.
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, except (i) where the
Buyer reports its securities holdings in its financial statements on the basis
of their market value, and (ii) no current information with respect to the cost
of those securities has been published. If clause (ii) in the preceding sentence
applies, the securities may be valued at market. Further, in determining such
aggregate amount, the Buyer may have included securities owned by
2
<PAGE> 198
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, as amended.
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.
6. Until the date of purchase of the Rule 144A Securities, 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 the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan as provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.
By:___________________________
Name:
Title:
Date:_________________________
3
<PAGE> 199
ANNEX 2
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That are Registered Investment Companies]
The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:
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, as amended ("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 Rule 144A because (i) the Buyer is
an investment company registered under the Investment Company Act of 1940, as
amended 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, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.
____ 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
1
<PAGE> 200
Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (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.
5. The Buyer is familiar with Rule 144A and understands that
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made 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. Until the date of purchase of the Certificates, the
undersigned will notify the parties listed in the Rule 144A Transferee
Certificate to which this certification relates of any changes in the
information and conclusions herein. Until such notice is given, the Buyer's
purchase of the Certificates will constitute a reaffirmation of this
certification by the undersigned as of the date of such purchase.
By: __________________________
Name:
Title:
IF AN ADVISER:
_______________________________
Print Name of Buyer
Date: ________________________
2
<PAGE> 201
EXHIBIT K
FORM OF ERISA LETTER
[date]
Chase Manhattan Mortgage Corporation
343 Thornall Street
Edison, New Jersey 08837
Citibank, N.A., as trustee
120 Wall Street
New York, New York 10043
Re: MorServ, Inc., Multi-Class
Mortgage Pass-Through
Certificates, Series 1996-2, [Class -- ]
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from
_________________________ (the "Transferor") $_______ by original principal
balance (the "Transferred Certificates") of Multi-Class Mortgage Pass-Through
Certificates, Series 1996-2, [Class -- ] (the "Certificates"), issued pursuant
to a pooling and servicing agreement, dated as of August 1, 1996 (the "Pooling
and Servicing Agreement"), among MorServ, Inc. (the "Company"), Chase Manhattan
Mortgage Corporation, as master servicer (the "Master Servicer"), and Citibank,
N.A., as trustee (the "Trustee"). [The Purchaser intends to register the
Transferred Certificate in the name of ____________________, as nominee for
__________________.] All terms used and not otherwise defined herein shall have
the meanings set forth in the Pooling and Servicing Agreement.
For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Purchaser certifies, represents
and warrants to, and covenants with, the Company and the Trustee that:
1. The Purchaser either (A) is not an employee benefit plan
within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or a plan within the meaning of Section 4975
of the Internal Revenue Code of 1986, as amended (the "Code") (each, a "Plan"),
and is not directly or indirectly purchasing any
1
<PAGE> 202
Certificate on behalf of, as investment manager of, as named fiduciary of, as
trustee of or with assets of a Plan or directly or indirectly purchasing any
certificates with the assets of any insurance company separate account or of any
Plan or (B) is an insurance company and the source of funds for the purchase of
the certificates is an "insurance company general account" within the meaning of
Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), and the conditions set forth in Section I and III of PTCE 95-60
are satisfied with respect to the purchase and holding of the Certificates.
2. The Purchaser agrees to indemnify the Trustee, the Master
Servicer and the Company against any liability that may result from any
misrepresentation made herein.
Very truly yours,
[Purchaser]
By:________________________________
Name:
Title:
2
