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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 20, 1996
MorServ, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
33-76724 13-3784934
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(Commission File Number) (IRS Employer Identification No.)
1 Chase Manhattan Plaza
New York, New York 10081
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (212) 552-1358
N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets. General.
On June 20, 1996, MorServ, Inc. ("MorServ") issued its
Multi-Class Mortgage Pass-Through Certificates, Series 1996-1, 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 A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6
and Class A-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 dated June 14, 1996, as supplemented by the prospectus supplement
dated June 14, 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 REMIC. The Trust Fund consists of the Mortgage Pool and
certain other property described in the Prospectus.
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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.
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<CAPTION>
Exhibit No. Description
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4 Pooling and Servicing Agreement between MorServ, Inc., Chemical Bank, as master servicer,
and Norwest Bank Minnesota, N.A., as trustee, dated as of June 1, 1996, for Multi-Class
Mortgage Pass- Through Certificates, Series 1996-1, Class A, Class M, Class B and Class
R.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MORSERV, INC.
By: /s/ Michael D. Katz
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Michael D. Katz
Senior Vice President
Dated: June 20, 1996
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INDEX TO EXHIBITS
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Exhibit No. Description Page
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4 Pooling and Servicing Agreement between MorServ, Inc., 6
Chemical Bank, as master servicer, and Norwest Bank Minnesota,
N.A., as trustee, dated as of June 1, 1996, for Multi-Class Mortgage
Pass-Through Certificates, Series 1996-1, Class A, Class M, Class B
and Class R.
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EXHIBIT 4
EXECUTION COPY
MORSERV, INC.,
COMPANY,
CHEMICAL BANK,
MASTER SERVICER
and
NORWEST BANK MINNESOTA, N.A.,
TRUSTEE
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1996
$182,690,823.31 (Approximate)
Multi-Class Mortgage Pass-Through Certificates
Series 1996-1
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TABLE OF CONTENTS
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Page
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ARTICLE I
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; TRUST FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 2.01. Conveyance of Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 2.02. Acceptance by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 2.03. Trust Fund; Authentication of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 2.04. REMIC Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
THE MASTER SERVICER; REPURCHASE OF MORTGAGE LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 3.01. Representations and Warranties of the Company with respect to the Mortgage Loans . . . . . . . . . 34
Section 3.02. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 3.03. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 3.04. Representations and Warranties of the Master Servicer . . . . . . . . . . . . . . . . . . . . . . . 46
Section 3.05. Option to Substitute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
ARTICLE IV
THE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 4.01. The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 4.02. Registration of Transfer and Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . 50
Section 4.03. Mutilated, Destroyed, Lost or Stolen Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 4.04. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 4.05. Appointment of Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 4.06. Authenticating Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
ARTICLE V
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 5.01. Master Servicer to Service Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
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Section 5.02. Sub-Servicing Agreements Between Master Servicer and Sub-Servicers;
Enforcement of Sub-Servicer's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 5.03. Successor Sub-Servicers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 5.04. Liability of the Master Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 5.05. No Contractual Relationship Between Sub-Servicer and Trustee or Certificateholders . . . . . . . . 60
Section 5.06. Termination of Sub-Servicing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 5.07. Collection of Mortgage Loan Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 5.08. Establishment of Certificate Account; Deposit in Certificate Account . . . . . . . . . . . . . . . 60
Section 5.09. Permitted Withdrawals from the Certificate Account . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 5.10. Establishment of Escrow Account; Deposits in Escrow Account . . . . . . . . . . . . . . . . . . . . 64
Section 5.11. Permitted Withdrawals from Escrow Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 5.12. Payment of Taxes, Insurance and Other Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 5.13. Transfer of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 5.14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 5.15. Maintenance of the Primary Insurance Policies. . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 5.16. Maintenance of Standard Hazard Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 5.17. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 5.18. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 5.19. Fidelity Bond and Errors and Omissions Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 5.20. Collections under Insurance Policies; Enforcement of Due-On-Sale Clauses; Assumption Agreements . . 68
Section 5.21. Income and Realization from Defaulted Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . 69
Section 5.22. Trustee to Cooperate; Release of Mortgage Files . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 5.23. Servicing and Other Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 5.24. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 5.25. Annual Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 5.26. Annual Independent Public Accountants' Servicing Report . . . . . . . . . . . . . . . . . . . . . . 73
Section 5.27. Access to Certain Documentation; Rights of the Company in Respect of the Master Servicer . . . . . 73
Section 5.28. REMIC-Related Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
ARTICLE VI
PAYMENTS TO THE CERTIFICATEHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 6.01. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 6.02. Statements to the Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 6.03. Advances by the Master Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
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Section 6.04. Allocation of Realized Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
Section 6.05. Compensating Interest Allocation of Certain Interest Shortfalls . . . . . . . . . . . . . . . . . . 86
Section 6.06. Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
ARTICLE VII
REPORTS TO BE PREPARED BY MASTER SERVICER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
Section 7.01. Master Servicer Shall Provide
Information as Reasonably Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
Section 7.02. Federal Information Returns and Reports to Certificateholders . . . . . . . . . . . . . . . . . . . 88
ARTICLE VIII
THE COMPANY AND THE MASTER SERVICER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Section 8.01. Indemnification; Third Party Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Section 8.02. Merger or Consolidation of the Company or the Master Servicer . . . . . . . . . . . . . . . . . . 89
Section 8.03. Limitation on Liability of the Company, the Master Servicer, the Trustee and Others . . . . . . . . 90
Section 8.04. Company and Master Servicer Not to Resign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
Section 8.05. Successor to the Master Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
Section 8.06. Maintenance of Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
ARTICLE IX
DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Section 9.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Section 9.02. Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 9.03. Trustee to Act; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
Section 9.04. Notification to Certificateholders and the Rating Agencies . . . . . . . . . . . . . . . . . . . . 96
ARTICLE X
CONCERNING THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
Section 10.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
Section 10.02. Certain Matters Affecting the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 10.03. Trustee Not Liable for Certificates or Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . 98
Section 10.04. Trustee May Own Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Section 10.05. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Section 10.06. Eligibility Requirements for Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Section 10.07. Resignation and Removal of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
Section 10.08. Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
Section 10.09. Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
Section 10.10. Appointment of Co-Trustee or Separate Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 102
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Section 10.11. Appointment of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
ARTICLE XI
TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Section 11.01. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
EXHIBIT A MORTGAGE LOAN SCHEDULE
EXHIBIT B CONTENTS OF MORTGAGE FILE
EXHIBIT C FORMS OF CLASS A AND CLASS M CERTIFICATES
EXHIBIT D [FORM OF CLASS B-1 CERTIFICATE]
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
ANNEX 1
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This Pooling and Servicing Agreement, dated as of June 1,
1996, is executed among MorServ, Inc., as seller (together with its permitted
successors and assigns, the "Company"), Chemical Bank, as master servicer
(together with its permitted successors and assigns, the "Master Servicer") and
Norwest Bank Minnesota, 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.
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 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 DISTRIBUTION AMOUNT: 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 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
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Servicer pursuant to Section 5.09 from, or not required to be
deposited in, the Certificate Account;
(c) amounts representing all or part of a Monthly Payment 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 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.
BOOK-ENTRY CERTIFICATES: The Non-PO 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.
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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.
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 REGISTER: The register maintained pursuant to
Section 4.02.
CHASE: The Chase Manhattan Bank, N.A., a national banking
association.
CHEMICAL: Chemical Bank, a New York banking corporation.
CHEMICAL INTEREST: The REMIC regular interest in the Trust
Fund representing the entitlement to Excess Interest.
CLASS: Pertaining to the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-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 A-P AMOUNT: With respect to any Remittance Date, the
meaning specified in Section 6.01(b)(ii).
CLASS A CERTIFICATES: The Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-5, Class A-6 and Class A-P Certificates, referred to
collectively.
CLASS A-1 CERTIFICATE: Any one of the Class A-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.
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CLASS A-2 CERTIFICATE: Any one of the Class A-2 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-3 CERTIFICATE: Any one of the Class A-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 A-4 CERTIFICATE: Any one of the Class A-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 A-5 CERTIFICATE: Any one of the Class A-5 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-6 CERTIFICATE: Any one of the Class A-6 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-P CERTIFICATE: Any one of the Class A-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 INTEREST SHORTFALL: With respect to any Remittance
Date, the amount equal to the excess, if any, of the amounts allocable to
interest described in Section 6.01(b)(i) over the amounts allocable to interest
actually distributed to the Non-PO Class A Certificateholders.
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 A-6 PERCENTAGE: As of any Remittance Date, the
percentage obtained by dividing the Outstanding Certificate Principal Balance
of the Class A-6 Certificates by the Non-PO Allocated Amount.
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<PAGE> 10
CLASS A-6 PREPAYMENTS SHIFT PERCENTAGE: For any Remittance
Date, the percentage indicated below:
<TABLE>
<CAPTION>
Class A-6 Prepayment
--------------------
Remittance Date Occurring in Shift Percentage
- ---------------------------- ---------------------
<S> <C>
July 1996 through June 2001 0%
July 2001 through June 2002 30%
July 2002 through June 2003 40%
July 2003 through June 2004 60%
July 2004 through June 2005 80%
July 2005 and thereafter 100%
</TABLE>
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 and 6.01(b)(v) 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 A-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)(A) over the amount actually distributed to the Class A-1
Certificateholders.
CLASS A-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)(B) over the amount actually distributed to the Class A-2
Certificateholders pursuant to such Section.
CLASS A-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(b)(i)(C) over the amount actually distributed to the Class A-3
Certificateholders pursuant to such Section.
CLASS A-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)(D) over the amount actually distributed to the Class A-4
Certificateholders pursuant to such Section.
CLASS A-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(b)(i)(E) over the amount
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<PAGE> 11
actually distributed to the Class A-5 Certificateholders pursuant to such
Section.
CLASS A-6 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)(F) over the amount actually distributed to the Class A-6
Certificateholders on such Remittance Date pursuant to such Section.
CLASS A-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) over the amount actually distributed to the Class A-P
Certificates on such Remittance Date pursuant to such Section.
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.
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<PAGE> 12
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.
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
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<PAGE> 13
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 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 Residual Interest, substantially in the form of the Class R Certificate set
forth in Exhibit D hereto.
CLOSING DATE: June 20, 1996.
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.
8
<PAGE> 14
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 Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479.
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 A-P Certificates). With respect to 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 A-P Certificates) immediately
prior to such Remittance Date.
CUT-OFF DATE: June 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.
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<PAGE> 15
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 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 F-1+ by Fitch, if rated by
Fitch;
(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
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<PAGE> 16
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 F-1+ by Fitch, if rated by Fitch;
(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;
(v) the Fund unless S&P or Fitch 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.
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<PAGE> 17
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.
FIDELITY BOND: A fidelity bond and errors and omissions
insurance to be maintained by the Master Servicer pursuant to Section 5.19.
FITCH: Fitch Investors Service, L.P., or its successor in
interest.
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.
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<PAGE> 18
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.
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.
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<PAGE> 19
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 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.
MASTER SERVICER: Chemical 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 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
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<PAGE> 20
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; and (xi) the PO Percentage with respect to such Mortgage Loan.
MORTGAGE LOAN SELLER: Chemical.
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 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
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<PAGE> 21
determination by the Non-PO Percentage with respect to such Mortgage Loan and
(ii) summing the results.
NON-PO CLASS A CERTIFICATES: The Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5 and Class A-6 Certificates, referred to collectively.
NON-PO CLASS A DISTRIBUTION AMOUNT: With respect to any
Remittance Date, the lesser of (a) the Non-PO Class A Principal Balance plus
one month's interest thereon at the Remittance Rate and (b) the sum of:
(i) the Non-PO Class A 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 which were
outstanding during such Due Period, plus the Non-PO Class A Percentage
of the interest portion of such Monthly Payments, adjusted to the
Remittance Rate;
(ii) the Non-PO Class A Prepayment Percentage of the
applicable Non-PO Percentage of all Principal Prepayments made on any
Mortgage Loan during the related Principal Prepayment Period plus the
Non-PO Class A 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 not described in (iv)
below, the Non-PO Class A 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 A 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
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<PAGE> 22
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 which has become a
Liquidated Mortgage Loan during the related Principal Prepayment
Period, the least of (A) the Non-PO Class A 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 A Percentage of one-month's interest thereon at the Remittance
Rate, (B) the Non-PO Class A 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 A 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 A 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 A-P
Certificates, plus the Non-PO Class A Percentage of one month's
interest thereon at the Remittance Rate.
(v) with respect to each Mortgage Loan 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 A Prepayment
Percentage of the applicable Non-PO Percentage of the principal
portion of the Purchase Price plus the Non-PO Class A 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 A
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 A
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 A 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; and
(vii) any funds (other than those included in (i) - (vi) above
with respect to such Remittance Date) which were not distributed to
the Non-PO Class A Certificateholders on any prior Remittance Date
which would have constituted part of the Non-PO Class A Distribution
Amount had they been so
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<PAGE> 23
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 A PREPAYMENT PERCENTAGE: As of any Remittance
Date up to and including the Step-down Date, 100%; as of any Remittance Date
during the first year thereafter, the Class A Percentage plus 70% of the
Subordinated Percentage for such Remittance Date; as of any Remittance Date
during the second year thereafter, the Class A Percentage plus 60% of the
Subordinated Percentage for such Remittance Date; as of any Remittance Date
during the third year thereafter, the Class A Percentage plus 40% of the
Subordinated Percentage for such Remittance Date; as of any Remittance Date
during the fourth year thereafter, the Class A Percentage plus 20% of the
Subordinated Percentage for such Remittance Date; and as of any Remittance Date
after the fourth year thereafter, the Class A Percentage; provided that if the
Class A Percentage as of any such Remittance Date is greater than the Class A
Percentage on the first Remittance Date, the Class A Prepayment Percentage
shall be 100%; and provided further that whenever the Class A Percentage equals
0%, the Class A 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 and 6.01(b)(v)) 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 A PRINCIPAL DISTRIBUTION AMOUNT: As defined in
Section 6.01(a)(ii)(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
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<PAGE> 24
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).
<TABLE>
<S> <C>
ORIGINAL CLASS A PRINCIPAL BALANCE: $176,296,335.53
- ----------------------------------
ORIGINAL CLASS M PRINCIPAL BALANCE: $ 2,740,000.00
- ----------------------------------
ORIGINAL CLASS B PRINCIPAL BALANCE: $ 3,654,487.78
- ----------------------------------
ORIGINAL NON-PO CLASS A PRINCIPAL
- ----------------------------------
BALANCE: $172,596,000.00
- -------
</TABLE>
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:
<TABLE>
<S> <C>
Class M: 2.04%
Class B-1: 1.28%
Class B-2: 0.77%
Class B-3: 0.51%
Class B-4: 0.31%
</TABLE>
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
19
<PAGE> 25
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.
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.
PACS: The Class A-1, Class A-2 and Class A-3 Certificates,
referred to collectively.
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.
20
<PAGE> 26
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.
PLANNED AMORTIZATION BALANCE: As of any Remittance Date, the
amount specified for such Remittance Date in Annex I.
PO ALLOCATED AMOUNT: At the time of any determination, the
amount derived by (i) multiplying the Principal Balance of each Mortgage Loan
by the PO Percentage with respect to such Mortgage Loan and (ii) summing the
results.
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).
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,
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<PAGE> 27
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.
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 AA or better in
the case of Fitch.
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.
REMIC: A "real estate mortgage investment conduit," as such
term is defined in Section 860D of the Code. References herein to "the REMIC"
shall mean the REMIC created hereunder.
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).
22
<PAGE> 28
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 July 25, 1996.
REMITTANCE RATE: The per annum rate of interest borne by each
Class of Certificates (other than the Class A-P and Class R Certificates),
which rate shall equal 7.00%. Interest with respect to each Class of
Certificates (other than the Class A-P and Class R Certificates) at the
Remittance Rate shall be calculated based on a year of 360 days comprised of
twelve 30-day months.
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.
RESIDUAL INTEREST: The interest in the Trust Fund represented
by: (i) the amounts, if any, remaining in the Certificate Account following
the termination of the Trust Fund after payments to the Class A
Certificateholders, the Class M Certificateholders, the Class B
Certificateholders and the holders of the Chemical Interest and (ii) all other
amounts distributable to the Class R Certificates pursuant to this Agreement.
The Residual Interest is represented by the Class R Certificates.
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.
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
June 20, 1996 between the Company and Chemical.
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 which were outstanding
during such Due Period.
23
<PAGE> 29
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 7.250% 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 7.250%
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).
24
<PAGE> 30
STANDARD HAZARD POLICY: Each standard hazard insurance policy
or replacement therefor referred to in Section 5.16.
STEP-DOWN DATE: The earliest of the Remittance Date in July
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 60 days or more delinquent (including
loans in foreclosure and with respect to owned real estate) to the
Mortgage Pool Principal Balance as of such Remittance Dates is less
than 50% of the then-current Subordinated Percentage; and
(b) Realized Losses through the Remittance Date preceding
the then applicable Remittance Date (including Nonrecoverable
Advances) do not exceed the following thresholds:
(i) on July 25, 2001, 30% of the Subordinated
Percentage of the Mortgage Pool Principal Balance as of the
Cut-off Date;
(ii) on July 25, 2002, 35% of the Subordinated
Percentage of the Mortgage Pool Principal Balance as of the
Cut-off Date;
(iii) on July 25, 2003, 40% of the Subordinated Percentage
of the Mortgage Pool Principal Balance as of the Cut-off Date;
(iv) on July 25, 2004, 45% of the Subordinated Percentage
of the Mortgage Pool Principal Balance as of the Cut-off Date;
and
(v) on any date after July 25, 2004, 50% of the
Subordinated Percentage of the Mortgage Pool Principal Balance
as of the Cut-off Date.
SUBORDINATED CERTIFICATES: The Class M and Class B
Certificates, referred to collectively.
SUBORDINATED PERCENTAGE: As of any Remittance Date, the
difference between 100% and the Non-PO Class A Percentage.
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
25
<PAGE> 31
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.
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: Norwest Bank Minnesota, 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.
UNSCHEDULED PRINCIPAL AMOUNT: On any Remittance Date, the
amounts with respect to principal described in the definition of "Non-PO Class
A 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 A Percentage or the Non-PO Class A Prepayment
Percentage, as applicable.
U.S. PERSON: A "United States Person" as defined in Section
7701(a)(30) of the Code.
[End of Article I]
26
<PAGE> 32
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:
(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 Norwest Bank
Minnesota, N.A., as trustee, under that certain Pooling and Servicing
Agreement dated as of June 1, 1996 for Multi-Class Mortgage
Pass-Through Certificates, Series 1996-1 (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 "Norwest Bank
Minnesota, 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
27
<PAGE> 33
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.
(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 Norwest Bank
Minnesota, N.A. as trustee, under that certain Pooling and Servicing
Agreement dated as of June 1, 1996 for Multi-Class Mortgage
Pass-Through Certificates, Series 1996-1 (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.
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<PAGE> 34
(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 "Norwest Bank Minnesota, 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.
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,
29
<PAGE> 35
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 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
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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
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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 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
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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 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 the Trust Fund as a REMIC.
This Agreement shall be construed so as to carry out the intention of the
parties that the Trust Fund be treated as a
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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 the REMIC 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 REMIC shall consist of
the Class A Certificates, the Class M Certificates, the Class B Certificates
and the Chemical Interest, and the "residual interest" (within the meaning of
Section 860G(a)(2) of the Code) in the REMIC shall consist of the Residual
Interest, and all such interests shall be designated as such on the startup
day.
(b) The principal amount of the regular interests in the
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.
(c) Solely for the purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the "latest possible maturity
date" by which the Outstanding Certificate Principal Balance of each Class of
Certificates representing a regular interest in the REMIC would be reduced to
zero is December 26, 2010, 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 Chemical 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 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
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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;
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(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
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Note. With respect to a Co-op 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;
(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;
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(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 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
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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 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;
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(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;
(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
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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
made on the security thereof,
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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 were originated between
January, 1992 and October, 1995. All of the Mortgage Loans
had original terms to stated maturity of
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approximately 15 years or less. The Mortgage Loans had
remaining terms to stated maturity calculated as of the
Cut-off Date of between 128 months and 173 months and a
weighted average term to stated maturity of approximately 145
months;
(ii) Approximately 40.48% of the Mortgaged Properties
related to Mortgage Loans are located in New York. The
remainder are located in Arizona, California, Colorado,
Connecticut, Delaware, Florida, Georgia, Illinois, Indiana,
Kentucky, Louisiana, Maryland, Massachusetts, Michigan,
Mississippi, New Jersey, New Mexico, North Carolina, Ohio,
Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas,
Virginia, Washington and Wisconsin. No more than
approximately 5.65% of such Mortgaged Properties are located
in any one zip code area;
(iii) The Mortgage Rates borne by the Mortgage Loans as of
the Cut-off Date ranged from 6.500% per annum to 9.000% per
annum and the weighted average Mortgage Rate as of the Cut-off
Date was approximately 7.410% per annum;
(iv) The original principal balances of the Mortgage
Loans ranged from $208,000 to $1,500,000. The maximum
outstanding principal balance of any Mortgage Loan as of the
Cut-off Date was approximately $1,349,539 and the average
outstanding principal balance was approximately $302,468;
(v) As of the Cut-off Date, approximately 80.09% of
the Mortgage Loans were made to refinance the related
Mortgaged Properties (including approximately 17.76%
"cash-out" refinancings). As of the Cut-off Date,
approximately 19.91% of the Mortgage Loans were made to
purchase the related Mortgaged Properties. Approximately
87.85% of the Mortgage Loans measured by aggregate unpaid
Principal Balances are secured by a single family residence;
approximately 6.02% of the Mortgage Loans (similarly measured)
are secured by an individual condominium unit; approximately
1.88% of the Mortgage Loans (similarly measured) are secured
by a two-to four-family dwelling unit; approximately 0.16% of
the Mortgage Loans are secured by a unit in a planned unit
development; and no such residence is a mobile home or
manufactured dwelling. Approximately 4.09% of the Mortgage
Loans are Co-op Loans.
(vi) With respect to approximately 48.23% of the Mortgage
Loans, upon origination, the Loan-to-Value Ratio was less than
or equal to 70%; with respect to
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approximately 46.06% of the Mortgage Loans, the Loan-to-Value
Ratio was greater than 70% but not greater than 80%; with
respect to approximately 1.85% of the Mortgage Loans, the
Loan-to-Value Ratio was greater than 80% but not greater than
85%; with respect to approximately 3.72% of the Mortgage
Loans, the Loan-to-Value Ratio was greater than 85% but not
greater than 90%; with respect to approximately 0.14% of the
Mortgage Loans, the Loan-to-Value Ratio was greater than 90%
but not greater than 95%; and none of the Mortgage Loans had a
Loan-to-Value Ratio greater than 95%. Approximately 5.71% of
the Mortgage Loans are insured under Primary Insurance
Policies;
(vii) With respect to approximately 95.56% of the Mortgage
Loans, 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 4.44% of the Mortgage Loans
(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, the Mortgaged Property is lawfully
occupied under applicable law;
(viii) 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;
(ix) The Mortgage Loans were originated in the manner
described in the Prospectus Supplement dated June 14, 1996.
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
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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.
Section 3.02. [Reserved]
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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 banking corporation duly
organized, validly existing and in good standing under the laws of the
State of New York 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
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<PAGE> 52
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.
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
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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.
[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 June 20, 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
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<PAGE> 54
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 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 Class A-P Certificate and one of each
Class of Class B Certificates may be issued in a different denomination).
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<TABLE>
<CAPTION>
Aggregate Original Certificate
Minimum Principal Balance of all
Original Certificates of the CUSIP
Class Denomination Indicated Class Number
----- ------------ -------------------- ------
<S> <C> <C> <C>
A-1 $1,000 $37,144,000.00 619087 AY 5
A-2 $1,000 $10,143,000.00 619087 AZ 2
A-3 $1,000 $26,191,000.00 619087 BA 6
A-4 $1,000 $39,104,000.00 619087 BB 4
A-5 $1,000 $34,655,000.00 619087 BC 2
A-6 $1,000 $25,359,000.00 619087 BD 0
A-P $1,000 $ 3,700,335.53 619087 BE 8
M $1,000 $ 2,740,000.00 619087 BF 5
B-1 $1,000 $ 1,370,000.00 619087 BG 3
B-2 $1,000 $ 914,000.00 619087 BH 1
B-3 $100,000 $ 457,000.00 619087 BJ 7
B-4 $100,000 $ 365,000.00 619087 BK 4
B-5 $100,000 $ 548,487.78 619087 BL 2
R(1) (1) (1) N/A
</TABLE>
- ---------------
(1) The Class R Certificate represents the 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 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
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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 Chemical
Interest and of transfers and exchanges of Certificates and the Chemical
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 Chemical 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 Chemical 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 Morgan Stanley
& Co. Incorporated 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 Chemical
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 Chemical 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, 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
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<PAGE> 57
insurance company, the assets of any separate accounts to effect such
acquisition, or 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 Chemical 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 Chemical 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.
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(g) All Certificates surrendered for transfer or exchange
shall be destroyed by the Trustee in accordance with the Trustee's standard
procedures.
(h) [Reserved]
(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 the
Trust Fund or cause the Trust Fund 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
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<PAGE> 59
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
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 the Trust Fund or
cause the Trust Fund 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 the Trust Fund or prevent the Trust Fund 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,
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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.
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 "Norwest Bank Minnesota, N.A., as
Trustee, in trust for and for the benefit of the Certificateholders of
Multi-Class Mortgage Pass-Through Certificates, MorServ, Inc., Series 1996-1 -
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
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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 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
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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]
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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
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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
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
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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 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
"Norwest Bank Minnesota, N.A., as Trustee, in trust for and for the benefit of
the Certificateholders of Multi-Class Mortgage Pass-Through Certificates,
MorServ, Inc., Series 1996-1 - Certificate
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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.
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);
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(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 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:
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(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
(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.
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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
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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 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-
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Servicer to take, any action which would result in non-coverage 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 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
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(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.
(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,
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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.
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
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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
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related defaulted Mortgage Loans (with interest accruing and principal
amortizing 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
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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 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
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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.
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
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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 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 the
Trust Fund shall exist, the Master Servicer and the Trustee
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shall act in accordance herewith to assure continuing treatment of the Trust
Fund as a REMIC. In particular:
(a) The Master Servicer shall not create, or permit the
creation of, any "interests" in the Trust Fund within the meaning of Section
860G(a) of the Code other than the "regular interests" in the REMIC designated
as such in Section 2.04(a) and the 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 the Trust
Fund 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 the Trust
Fund'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 the
Trust Fund or would not otherwise be prohibited by this Agreement;
(c) The Master Servicer shall ensure that the Trust Fund does
not receive a fee or other compensation for services and that the Trust Fund
does not receive 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 the Trust
Fund; provided, however, that the Trust Fund shall not 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
"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
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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 the
Trust Fund 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 the Trust Fund 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 A Certificateholders, all
distributable amounts (exclusive of any Excess Interest to the extent
collected) up to the amount distributable pursuant to (b)(i) below but
in no event in excess of the Non-PO Class A Distribution Amount;
(ii) the balance, if any, of the Available Distribution
Amount, Advances 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 A Certificateholders, the amounts
distributable pursuant to (b)(iii) below, up to the amount, if any,
equal to the difference between (x) Non-PO Class A Distribution Amount
and (y) the amount distributable to the
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Non-PO Class A Certificates pursuant to (a)(i) above (such amount, the
"Non-PO Class A Principal Distribution Amount"), and (B) the Class A-P
Certificateholders, the Class A-P Amount, in accordance with (b)(ii)
below;
(iii) 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) and (ii) above, in
accordance with, and up to the amount calculated pursuant to, Section
6.01(c) below;
(iv) 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 (iii) above, in
accordance with, and up to the amounts calculated pursuant to, Section
6.01(d) below;
(v) 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 (iv) above; and
(vi) to the Holders of the Chemical Interest, Excess
Interest.
(b) Amounts payable to the Class A Certificateholders on
any Remittance Date shall be distributed as follows:
(i) to the extent the amount available for distribution pursuant
to (a)(i) is sufficient and subject to Section 6.05(b):
(A) to the Class A-1 Certificateholders, (1)
one month's interest on the Outstanding Certificate Principal
Balance of the Class A-1 Certificates at the Remittance Rate
plus (2) the Class A-1 Shortfall from the preceding Remittance
Date;
(B) to the Class A-2 Certificateholders, (1)
one month's interest on the Outstanding Certificate Principal
Balance of the Class A-2 Certificates at the Remittance Rate
plus (2) the Class A-2 Shortfall from the preceding Remittance
Date;
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(C) to the Class A-3 Certificateholders, (1)
one month's interest on the Outstanding Certificate Principal
Balance of the Class A-3 Certificates at the Remittance Rate
plus (2) the Class A-3 Shortfall from the preceding Remittance
Date;
(D) to the Class A-4 Certificateholders, (1)
one month's interest on the Outstanding Certificate Principal
Balance of the Class A-4 Certificates at the Remittance Rate
plus (2) the Class A-4 Shortfall from the preceding Remittance
Date;
(E) to the Class A-5 Certificateholders, (1)
one month's interest on the Outstanding Certificate Principal
Balance of the Class A-5 Certificates at the Remittance Rate
plus (2) the Class A-5 Shortfall from the preceding Remittance
Date; and
(F) to the Class A-6 Certificateholders, (1)
one month's interest on the Outstanding Certificate Principal
Balance of the Class A-6 Certificates at the Remittance Rate
plus (2) the Class A-6 Shortfall from the preceding Remittance
Date.
(ii) to the Class A-P Certificates, an amount (the "Class A-P
Amount") equal to the sum of (A) the difference between (1) the PO
Allocated Amount as of the first day of the related Due Period and (2)
the PO Allocated Amount as of the last day of the related Due Period
(after application of payments which were received or were the subject
of an Advance applicable to such Due Period) and (B) the Class A-P
Shortfall from the preceding Remittance Date, but in no event more
than the Outstanding Certificate Principal Balance of the Class A-P
Certificates; and
(iii) The Non-PO Class A 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 A-6 Certificates, up to the Class A-6
Priority Amount;
second, to the PACs, sequentially, in numerical order, in each
case up to the amount necessary to reduce the aggregate Outstanding
Certificate Principal Balance of the PACs to the Planned Amortization
Balance;
third, to the Class A-4 and Class A-5 Certificates,
sequentially, in that order, until the Outstanding Certificate
Principal Balance of each such Class has been reduced to zero;
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fourth, to the PACs, in accordance with clause second above,
without regard to the Planned Amortization Balance, until the
Outstanding Certificate Principal Balance of each such Class has been
reduced to zero; and
fifth, to the Class A-6 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)(iii) shall be
made pro rata among the outstanding Classes of Non-PO Class A
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)(iii)(A).
(iv) If the amount available for distribution to the Non-PO
Class A Certificateholders pursuant to (a)(i) above is insufficient to
make the distributions set forth in (b)(i) above, the Paying Agent
shall distribute the available amounts to the Non- PO Class A
Certificateholders pro rata in accordance with the amounts otherwise
distributable to them pursuant to (b)(ii)(A)-(F) above.
(v) During such time as the aggregate Outstanding Certificate
Principal Balance of the Class M and Class B Certificates equals zero,
if any Realized Loss has occurred, the amount of such Realized Loss
shall be deemed a principal distribution to the Holders of the
outstanding Classes of Class A Certificates as follows. The Class A-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 A 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 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 A 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
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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 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 Remittance 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)(iv) 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 Remittance 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 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;
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(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 Remittance 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 Remittance 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 Remittance 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 Remittance 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
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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 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 "Reduction") with respect to which a reduction (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 non receipt 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, in
accordance with their respective payment priorities, in each case up to the
amount of any Reduction with respect to such Class.
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(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 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 and Financial Security
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
Chemical 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;
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(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;
(iv) the amount of any Advances by the Master Servicer pursuant
to Section 6.03;
(v) the number of Outstanding Mortgage Loans and the Mortgage
Pool Principal Balance 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;
(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;
(ix) all Advances recovered during the related Due Period;
(x) with respect to the following Remittance Date, the Class A
Percentage, the Class M Percentage, the Class B Percentage, the Class
A Principal Balance, the Class M Principal Balance, the Class B
Principal Balance, the Non-PO Class A Percentage, the Non-PO Class A
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;
(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.
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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 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
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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 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.
(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
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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), 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 A
Certificates.
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
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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 Chemical 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.
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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.
(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 the REMIC (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 election to treat the Trust Fund 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 the Trust Fund. Any Holder
of a Class R Certificate will by
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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]
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.
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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 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,
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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 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
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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.
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Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Master Servicer and to the Trustee an instrument
accepting such appointment, 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
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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 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
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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 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
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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]
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
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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, 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
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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 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
(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
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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
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case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 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
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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 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
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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 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.
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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 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
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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
104
<PAGE> 110
effectuate such transfer and shall have no further responsibility with regard
to said Mortgage Files.
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
105
<PAGE> 111
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 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 the Trust Fund 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
106
<PAGE> 112
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 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, Chemical
Bank, c/o Chase Manhattan Mortgage Corporation, 200 Old Wilson Bridge Road,
Worthington, Ohio 43085-8500, Attention: Investor Relations (with a copy c/o
Chase Manhattan Mortgage
107
<PAGE> 113
Corporation, 343 Thornall Street, Edison, New Jersey 08837, Attention:
Structured Finance), (iii) in the case of the Trustee, Norwest Bank Minnesota,
N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
Attention: Corporate Trust Services, (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 Fitch, Fitch Investors
Service, L.P., 1 State Street Plaza, New York, New York 10004, 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]
108
<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:
------------------------------
Name: Michael D. Katz
Title: Senior Vice President
CHEMICAL BANK
By:
------------------------------
Name: Robert J. Kent
Title: Vice President
NORWEST BANK MINNESOTA, N.A.,
as Trustee
By:
-------------------------------
Name: Michael L. Mayer
Title: Vice President
109
<PAGE> 115
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 20th day of June, 1996, before me, a notary public in
and for said State, personally appeared Michael D. Katz, known to me to be a
Senior Vice President of MorServ, Inc., one of the parties that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such Senior Vice
President executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
---------------------------
Notary Public
[Notarial Seal]
My Commission expires:
<PAGE> 116
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 20th day of June, 1996, before me, a notary public in
and for said State, personally appeared Robert J. Kent, known to me to be a
Vice President of Chemical Bank, one of the parties that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said Bank, and acknowledged to me that such Vice President executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
----------------------------
Notary Public
[Notarial Seal]
My Commission expires:
<PAGE> 117
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 20th day of June, 1996, before me, a notary public in
and for said State, personally appeared Michael L. Mayer, known to me to be a
Vice President of Norwest Bank Minnesota, N.A., one of the parties that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said Bank, and acknowledged to me that such Vice
President executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
----------------------------
Notary Public
[Notarial Seal]
My Commission expires:
<PAGE> 118
EXHIBIT A
MORTGAGE LOAN SCHEDULE
<PAGE> 119
EXHIBIT A
MORSERV 1996-1 Loan Schedule Page 1
<TABLE>
<CAPTION>
Loan Name Street City Zip County
<S> <C> <C> <C> <C> <C>
3300135 PAUL H. INDERBITZIN 910 OLD DOLINGTON RD. NEWTOWN, PA 18940-0000 Bucks
3603239 YING H. LIU 14649 N. 14TH DRIVE PHOENIX, AZ 85023-0000 Maricopa
3708226 JAMES P. CRANLEY 2733 BRISTOL HILL COURT CINCINNATI, OH 45239-0000 Hamilton
4137110 PAUL E. FITZGERALD 58 RIDGEVIEW DRIVE BELLE MEAD, NJ 08502-0000 Somerset
4179540 JOHN M MESSER 2126 N PONCE DE LEON N E ATLANTA, GA 30307-0000 De Kalb
4185495 RON C. HESS 1954 EPPING ROAD GATES MILLS, OH 44040-0000 Cuyahoga
4199445 PATRICK M. SNYDER 843 HAZEL AVE DEERFIELD, IL 60015-0000 Lake
4228077 VICTOR A. DIAZ 713 RIVER ELMS CT EL PASO, TX 79922-0000 El Paso
4228736 DOUGLAS R. CROSBY 3908 RIDGETOP ROAD PLANO, TX 75074-0000 Collin
4406095 BRADLEY J. WILLIAMS 4647 DEVON HOUSTON, TX 77027-0000 Harris
4534776 FREDERICK J. HENSAL 3000 E. LLANO ESTACADO BL CLOVIS, NM 88101-0000 Curry
4612905 MICHAEL M. DINEEN 366 SONDLEY DRIVE EAST ASHEVILLE, NC 28805-0000 Buncombe
4615936 ALTON E. BLACK 13255 LAKE BUTLER BLVD. WINTER GARDEN, FL 34787-0000 Orange
4627957 RICHARD J. ADAMS 264 CHEESTANA WAY LOUDON, TN 37774-0000 Loudon
4631670 WILLIAM WATAGHANI 11928 KIOWA AVE #108 LOS ANGELES, CA 90049-0000 Los Angeles
4631706 STUART PANKIN 1288 BIENVENEDA AVENUE PACIFIC PALISA, CA 90272-0000 Los Angeles
4634817 FRANK M. REMBERT 1547 SPRING HILL LANE VAIL, CO 81657-0000 Eagle
4635252 IRVING G. JOHNSON 3001 EAST PLUM CREEK PKY CASTLE ROCK, CO 80104-0000 Douglas
4635693 RICHARD D. IRONS 330 16TH STREET BOULDER, CO 80302-0000 Boulder
4647783 WILLIAM P. KYNE 128 NORTH MONROE HINSDALE, IL 60521-0000 Du Page
4654870 ALFONZ I. FECSIK 2944 SHERBROOK VALLEY COU WILLOUGHBY HIL, OH 44094-0000 Lake
4662765 PHILIP C. LEE 510 SADDLEBRED LANE MARIETTA, GA 30067-0000 Cobb
4663000 REX R. VEAL 6201 BLACKBERRY HILL NORCROSS, GA 30092-0000 Gwinnett
4666201 PAUL D. TRAVIS 2110 SHERINGHAM RD COLUMBUS, OH 43220-0000 Franklin
4666416 JOHN W. FUNK 1431 JEWETT RD POWELL, OH 43065-0000 Delaware
4673580 JOSEPH GIAMANCO 4 WHITE ROCK TERRACE HOLMDEL, NJ 07733-0000 Monmouth
4676760 KEVIN E. BELL BOX 420 MILLBROOK RD. NEW VERNON, NJ 07976-0000 Morris
4676828 JOHN F. KEANE 54 MIDVALE DRIVE NEW PROVIDENCE, NJ 07974-0000 Union
4717459 GUS ANDY 1128 NEW YORK AVENUE CAPE MAY, NJ 08204-0000 Cape May
4718371 JAMES M. FINNERTY 900 OCEAN DRIVE, UNIT 302 CAPE MAY, NJ 08204-0000 Cape May
4728284 PAUL D. LUE 19 PIGEON HILL RD. MORRIS PLAINS, NJ 07950-0000 Morris
4731449 FRANK G. HARMON, III 2435 DEL MONTE DR HOUSTON, TX 77019-0000 Harris
4731530 DAVID B. MEGNA 6533 BROMPTON HOUSTON, TX 77005-0000 Harris
4731653 MICHAEL A. REYNA 2011 SUNSHINE POINT DR KINGWOOD, TX 77345-0000 Harris
4731835 WALTER D. TURNER 5901 LACUMBRE DR MCKINNEY, TX 75070-0000 Collin
4731890 MAURICE L. BRESENHAN, JR 222 BLALOCK ROAD HOUSTON, TX 77024-0000 Harris
4731959 MICHAEL D. PERRY 6319 RIVERVIEW DALLAS, TX 75248-0000 Dallas
4732292 DAVID D. KORFIN 1023 BAYOU PARKWAY HOUSTON, TX 77077-0000 Harris
4732747 GERHARD E. MAALE 9941 STRAIT LANE DALLAS, TX 75220-0000 Dallas
4732816 WILLIAM E. FRISCO 5308 PIPING ROCK LN HOUSTON, TX 77056-0000 Harris
4732850 DONALD A. COLE 6 SMITHDALE ESTATES HOUSTON, TX 77024-0000 Harris
4733070 WALTER C. DANIELL 4304 DONNYBROOK PLACE EL PASO, TX 79902-0000 El Paso
<CAPTION>
Loan Loan Amt UPB June 1 Balance
<S> <C> <C> <C>
3300135 800,000.00 706,320.66 706,320.66
3603239 485,000.00 398,775.86 396,786.10
3708226 314,150.00 259,951.87 258,664.36
4137110 292,000.00 243,000.77 241,803.34
4179540 281,000.00 234,198.35 233,086.29
4185495 286,725.00 223,521.98 222,266.68
4199445 226,000.00 183,591.48 182,640.77
4228077 257,000.00 213,178.45 212,154.27
4228736 225,750.00 172,041.00 171,033.68
4406095 240,000.00 196,262.40 195,260.78
4534776 255,000.00 214,872.40 213,883.32
4612905 220,050.00 183,399.68 182,528.83
4615936 258,000.00 216,230.05 215,221.05
4627957 250,000.00 209,062.25 208,084.67
4631670 225,000.00 187,525.37 186,634.93
4631706 500,000.00 414,025.02 412,020.73
4634817 233,000.00 157,292.96 156,113.92
4635252 475,000.00 405,742.60 403,960.89
4635693 229,500.00 193,309.20 192,425.01
4647783 270,000.00 224,576.85 223,489.82
4654870 262,500.00 218,779.35 217,740.50
4662765 310,000.00 257,721.43 256,472.53
4663000 319,000.00 256,994.72 255,663.19
4666201 290,000.00 248,426.00 247,310.77
4666416 300,000.00 257,767.21 256,613.46
4673580 500,000.00 417,184.54 415,172.48
4676760 300,000.00 254,137.46 252,974.24
4676828 225,000.00 188,295.64 187,379.32
4717459 472,500.00 417,429.32 415,596.16
4718371 220,000.00 188,642.34 188,642.34
4728284 250,000.00 218,304.22 217,360.91
4731449 480,000.00 392,524.69 390,521.44
4731530 433,000.00 359,168.47 359,168.47
4731653 224,000.00 186,374.90 185,483.11
4731835 253,350.00 210,434.56 209,419.91
4731890 346,200.00 289,418.16 288,049.28
4731959 332,400.00 275,619.14 274,280.01
4732292 244,450.00 193,994.41 192,959.01
4732747 454,300.00 284,197.34 281,743.85
4732816 236,000.00 198,151.02 197,233.92
4732850 450,000.00 377,391.38 375,639.51
4733070 259,100.00 217,253.20 216,240.61
</TABLE>
<PAGE> 120
MORSERV 1996-1 Loan Schedule Page 2
<TABLE>
<CAPTION>
Sch Rem Act Rem First Final
Loan Age Term Term Term Rate PI Closed Payment Payment Paid To
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3300135 34 180 146 146 7.250 7,302.90 27-Jul-93 01-Sep-93 01-Aug-2008 01-Jun-96
3603239 52 180 128 128 7.750 4,565.19 27-Jan-92 01-Mar-92 01-Feb-2007 01-May-96
3708226 50 180 130 130 7.500 2,912.21 30-Mar-92 01-May-92 01-Apr-2007 01-May-96
4137110 48 180 132 132 7.250 2,665.56 26-May-92 01-Jul-92 01-Jun-2007 01-May-96
4179540 51 180 129 129 8.375 2,746.57 07-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
4185495 51 180 129 118 7.750 2,698.88 10-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
4199445 44 180 136 127 7.375 2,079.03 29-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4228077 52 180 128 128 8.375 2,511.99 24-Jan-92 01-Mar-92 01-Feb-2007 01-May-96
4228736 52 180 128 112 8.250 2,190.10 14-Jan-92 01-Mar-92 01-Feb-2007 01-May-96
4406095 52 180 128 128 7.375 2,207.82 06-Jan-92 01-Mar-92 01-Feb-2007 01-May-96
4534776 49 180 131 131 8.500 2,511.09 30-Mar-92 01-Jun-92 01-May-2007 01-May-96
4612905 51 180 129 129 8.375 2,150.83 28-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
4615936 50 180 130 130 8.500 2,540.63 25-Mar-92 01-May-92 01-Apr-2007 01-May-96
4627957 51 180 129 129 8.625 2,480.21 19-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
4631670 51 180 129 129 8.375 2,199.21 27-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
4631706 52 180 128 128 8.250 4,850.71 29-Jan-92 01-Mar-92 01-Feb-2007 01-May-96
4634817 50 180 130 94 8.250 2,260.43 30-Mar-92 01-May-92 01-Apr-2007 01-May-96
4635252 47 180 133 133 8.875 4,782.51 12-Jun-92 01-Aug-92 01-Jul-2007 01-May-96
4635693 49 180 131 130 8.750 2,293.74 06-Apr-92 01-Jun-92 01-May-2007 01-May-96
4647783 50 180 130 130 7.875 2,560.82 10-Mar-92 01-May-92 01-Apr-2007 01-May-96
4654870 51 180 129 129 8.375 2,565.75 20-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
4662765 44 180 136 130 7.875 2,940.20 04-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4663000 45 180 135 123 8.125 3,071.60 27-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
4666201 44 180 136 136 8.000 2,771.40 14-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4666416 43 180 137 137 7.875 2,845.35 14-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4673580 49 180 131 131 7.750 4,706.38 07-Apr-92 01-Jun-92 01-May-2007 01-May-96
4676760 48 180 132 133 8.250 2,910.42 06-May-92 01-Jul-92 01-Jun-2007 01-May-96
4676828 47 180 133 133 7.250 2,053.94 08-Jun-92 01-Aug-92 01-Jul-2007 01-May-96
4717459 34 180 146 146 6.750 4,181.20 21-Jul-93 01-Sep-93 01-Aug-2008 01-May-96
4718371 42 180 138 138 7.750 2,070.81 06-Nov-92 01-Jan-93 01-Dec-2007 01-Jun-96
4728284 39 180 141 141 7.750 2,353.19 11-Feb-93 01-Apr-93 01-Mar-2008 01-May-96
4731449 52 180 128 128 7.375 4,415.64 03-Jan-92 01-Mar-92 01-Feb-2007 01-May-96
4731530 51 180 129 129 8.375 4,232.26 24-Feb-92 01-Apr-92 01-Mar-2007 01-Jun-96
4731653 51 180 129 129 8.250 2,173.12 26-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
4731835 51 180 129 129 8.125 2,439.47 20-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
4731890 50 180 130 130 8.250 3,358.63 20-Mar-92 01-May-92 01-Apr-2007 01-May-96
4731959 51 180 129 129 8.000 3,176.59 20-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
4732292 51 180 129 119 8.375 2,389.32 28-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
4732747 50 180 130 84 8.250 4,407.35 20-Mar-92 01-May-92 01-Apr-2007 01-May-96
4732816 50 180 130 130 8.625 2,341.31 18-Mar-92 01-May-92 01-Apr-2007 01-May-96
4732850 50 180 130 130 8.625 4,464.37 18-Mar-92 01-May-92 01-Apr-2007 01-May-96
4733070 50 180 130 130 8.500 2,551.47 20-Mar-92 01-May-92 01-Apr-2007 01-May-96
<CAPTION>
Loan Document Type MI Company
<S> <C> <C>
3300135 Full Doc NEITHER FHA OR PMI
3603239 No Income/No Asset NEITHER FHA OR PMI
3708226 Full Doc NEITHER FHA OR PMI
4137110 No Income/No Asset NEITHER FHA OR PMI
4179540 Full Doc NEITHER FHA OR PMI
4185495 Full Doc NEITHER FHA OR PMI
4199445 Full Doc NEITHER FHA OR PMI
4228077 Full Doc G.E. MORTGAGE INSUARNCE CO
4228736 Full Doc NEITHER FHA OR PMI
4406095 Full Doc NEITHER FHA OR PMI
4534776 Full Doc NEITHER FHA OR PMI
4612905 Full Doc G.E. MORTGAGE INSUARNCE CO
4615936 Full Doc NEITHER FHA OR PMI
4627957 Full Doc NEITHER FHA OR PMI
4631670 No Income/No Asset NEITHER FHA OR PMI
4631706 No Income/No Asset NEITHER FHA OR PMI
4634817 Full Doc NEITHER FHA OR PMI
4635252 Full Doc NEITHER FHA OR PMI
4635693 Full Doc G.E. MORTGAGE INSUARNCE CO
4647783 No Income/No Asset NEITHER FHA OR PMI
4654870 Full Doc NEITHER FHA OR PMI
4662765 Full Doc NEITHER FHA OR PMI
4663000 Full Doc M.G.I.C.
4666201 Full Doc NEITHER FHA OR PMI
4666416 No Income NEITHER FHA OR PMI
4673580 Full Doc NEITHER FHA OR PMI
4676760 Full Doc NEITHER FHA OR PMI
4676828 Full Doc NEITHER FHA OR PMI
4717459 Full Doc NEITHER FHA OR PMI
4718371 Full Doc NEITHER FHA OR PMI
4728284 Full Doc NEITHER FHA OR PMI
4731449 Full Doc NEITHER FHA OR PMI
4731530 Full Doc NEITHER FHA OR PMI
4731653 Full Doc NEITHER FHA OR PMI
4731835 Full Doc G.E. MORTGAGE INSUARNCE CO
4731890 Full Doc NEITHER FHA OR PMI
4731959 Full Doc NEITHER FHA OR PMI
4732292 Full Doc G.E. MORTGAGE INSUARNCE CO
4732747 Full Doc NEITHER FHA OR PMI
4732816 Full Doc NEITHER FHA OR PMI
4732850 Full Doc NEITHER FHA OR PMI
4733070 Full Doc NEITHER FHA OR PMI
</TABLE>
<PAGE> 121
MORSERV 1996-1 Loan Schedule Page 3
<TABLE>
<CAPTION>
Cash Out
Loan PropType Units OccType Purpose Amt LTV Appraisal Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
3300135 Single Family 1 Primary PURCHASE 0 72.73 1,100,000.00 1,100,000.00
3603239 Single Family 1 Primary RATE/TERM REFINANCE 0 46.64 1,040,000.00 0
3708226 Single Family 1 Primary RATE/TERM REFINANCE 0 77.38 406,000.00 0
4137110 Single Family 1 Primary PURCHASE 0 80.00 365,000.00 365,000.00
4179540 Single Family 1 Primary RATE/TERM REFINANCE 0 49.91 563,000.00 0
4185495 Single Family 1 Primary RATE/TERM REFINANCE 0 43.31 662,000.00 0
4199445 Single Family 1 Primary RATE/TERM REFINANCE 0 73.86 306,000.00 0
4228077 Single Family 1 Primary RATE/TERM REFINANCE 0 88.62 290,000.00 0
4228736 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 301,000.00 0
4406095 Single Family 1 Primary PURCHASE 0 80.00 315,000.00 300,000.00
4534776 Single Family 1 Primary PURCHASE 0 51.00 500,000.00 500,000.00
4612905 Single Family 1 Primary PURCHASE 0 90.00 247,000.00 244,500.00
4615936 Single Family 1 Primary PURCHASE 0 76.33 338,000.00 338,000.00
4627957 Single Family 1 Primary RATE/TERM REFINANCE 0 69.44 360,000.00 0
4631670 CONDO 1 Primary PURCHASE 368.69 69.23 340,000.00 325,000.00
4631706 Single Family 1 Primary RATE/TERM REFINANCE 0 63.69 785,000.00 0
4634817 Single Family 1 Vacation RATE/TERM REFINANCE 0 49.05 475,000.00 0
4635252 Single Family 1 Primary CASH OUT REFINANCE 59,581.52 76.00 625,000.00 0
4635693 Single Family 1 Primary RATE/TERM REFINANCE 0 90.00 255,000.00 0
4647783 Single Family 1 Primary RATE/TERM REFINANCE 0 64.59 418,000.00 0
4654870 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 350,000.00 0
4662765 Single Family 1 Primary RATE/TERM REFINANCE 0 77.50 400,000.00 0
4663000 Single Family 1 Primary RATE/TERM REFINANCE 0 84.95 375,500.00 0
4666201 Single Family 1 Primary PURCHASE 0 66.78 440,000.00 434,250.00
4666416 Single Family 1 Primary RATE/TERM REFINANCE 0 52.63 570,000.00 0
4673580 Single Family 1 Primary RATE/TERM REFINANCE 0 76.92 650,000.00 0
4676760 Single Family 1 Primary CASH OUT REFINANCE 75,730.52 27.27 1,100,000.00 0
4676828 Single Family 1 Primary CASH OUT REFINANCE 12,534.81 75.00 300,000.00 0
4717459 Single Family 1 Primary CASH OUT REFINANCE 452,872.44 70.52 670,000.00 0
4718371 CONDO 1 Primary RATE/TERM REFINANCE 0 80.00 275,000.00 0
4728284 Single Family 1 Primary PURCHASE 0 75.99 329,000.00 329,000.00
4731449 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 600,000.00 0
4731530 Single Family 1 Primary RATE/TERM REFINANCE 0 78.73 550,000.00 0
4731653 Single Family 1 Primary PURCHASE 0 80.00 280,000.00 280,000.00
4731835 Single Family 1 Primary PURCHASE 0 90.00 282,000.00 281,500.00
4731890 Single Family 1 Primary RATE/TERM REFINANCE 0 56.29 615,000.00 0
4731959 Single Family 1 Primary RATE/TERM REFINANCE 0 76.59 434,000.00 0
4732292 Single Family 1 Primary RATE/TERM REFINANCE 0 86.99 281,000.00 0
4732747 Single Family 1 Primary RATE/TERM REFINANCE 0 37.86 1,200,000.00 0
4732816 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 295,000.00 0
4732850 Single Family 1 Primary RATE/TERM REFINANCE 0 55.56 810,000.00 0
4733070 Single Family 1 Primary RATE/TERM REFINANCE 0 63.20 410,000.00 0
<CAPTION>
Serv.
Loan Fee PO %
<S> <C> <C>
3300135 0.25 0.000%
3603239 0.25 0.000%
3708226 0.25 0.000%
4137110 0.25 0.000%
4179540 0.25 0.000%
4185495 0.25 0.000%
4199445 0.25 0.000%
4228077 0.25 0.000%
4228736 0.25 0.000%
4406095 0.25 0.000%
4534776 0.25 0.000%
4612905 0.25 0.000%
4615936 0.25 0.000%
4627957 0.25 0.000%
4631670 0.25 0.000%
4631706 0.25 0.000%
4634817 0.25 0.000%
4635252 0.25 0.000%
4635693 0.25 0.000%
4647783 0.25 0.000%
4654870 0.25 0.000%
4662765 0.25 0.000%
4663000 0.25 0.000%
4666201 0.25 0.000%
4666416 0.25 0.000%
4673580 0.25 0.000%
4676760 0.25 0.000%
4676828 0.25 0.000%
4717459 0.20 6.429%
4718371 0.25 0.000%
4728284 0.25 0.000%
4731449 0.25 0.000%
4731530 0.25 0.000%
4731653 0.25 0.000%
4731835 0.25 0.000%
4731890 0.25 0.000%
4731959 0.25 0.000%
4732292 0.25 0.000%
4732747 0.25 0.000%
4732816 0.25 0.000%
4732850 0.25 0.000%
4733070 0.25 0.000%
</TABLE>
<PAGE> 122
MORSERV 1996-1 Loan Schedule Page 4
<TABLE>
<CAPTION>
Loan Name Street City Zip
<S> <C> <C> <C> <C>
4733080 HUGH N. WEST, III 4101 SWARTHMORE HOUSTON, TX 77005-0000
4733171 RAYMOND L. SOMMER 1042 CARDINAL DRIVE BARTONVILLE, TX 76226-0000
4733331 DAVID E. MILLER 250 GESSNER RD HOUSTON, TX 77024-0000
4733364 WILL G. DICKEY 341 WESTMINSTER DRIVE HOUSTON, TX 77024-0000
4733466 FRANK J. ERICHSON 13811 BALMORE CIRCLE HOUSTON, TX 77069-0000
4733885 CHARLES A. HADDAD 804 FAIRWAY CIR EL PASO, TX 79922-0000
4734786 HORACIO E. ORIA 339 KNIPP FOREST DR HOUSTON, TX 77024-0000
4738255 ISHMAEL S. REID 8615 DEERFIELD LANE GERMANTOWN, TN 38138-0000
4739032 DAVID O. HOLLIS 8959 JENNA RD MEMPHIS, TN 38125-0000
4739269 WILLIAM C. SATTERLEE 9012 DEERVALLEY COVE CORDOVA, TN 38018-0000
4748306 TED BLOCH 9907 SUMMERLAKES DRIVE CARMEL, IN 46032-0000
4748601 KEVYN A. SALSBURG 1905 DORWOOD COURT SOUTH BEND, IN 46617-0000
4760185 DOUGLAS M. PINKERTON 1188 MOSS BLUFF MT. PLEASANT, SC 29464-0000
4764925 DOUGLAS H. FROST JR 15318 E GOLDEN EAGLE BLVD FOUNTAIN HILLS, AZ 85268-0000
4767457 DAVID L. MARKER 500 SOUTH ARDEN BOULEVARD LOS ANGELES, CA 90020-0000
4771625 THOMAS B. JOHNSON 1229 WEST HILL DRIVE GATES MILLS, OH 44040-0000
4778996 KELLY R. DANKS 1650 MANCHESTER COURT BEAUMONT, TX 77706-0000
4779547 BRUCE W. SIMPSON 3501 OVERTON VIEW COURT FORT WORTH, TX 76109-0000
4779933 DONALD R. ANDRUS 10901 LITTLE LISA LANE HOUSTON, TX 77024-0000
4780127 MARK EGERMAN 22 RED SABLE THE WOODLANDS, TX 77380-0000
4780342 ANDRE G. VACROUX 6609 FORESTSHIRE DRIVE DALLAS, TX 75230-0000
4780353 WALTER H. ASCHE 249 WARRENTON HOUSTON, TX 77024-0000
4780375 PALMER L. MOE 611 BLUFF TRAIL SAN ANTONIO, TX 78216-0000
4780535 JOEL M. ANDROPHY 2309 GLEN HAVEN BLVD HOUSTON, TX 77030-0000
4780750 WILLIAM R. SERAFINE 4318 PEMBROOKE PKWY N. COLLEYVILLE, TX 76034-0000
4780772 REGINALD M. MACHELL 14923 VILLAGE ELM STREET HOUSTON, TX 77062-0000
4781061 GEORGE S. FINLEY 5702 WOODLAND BROOK DR KINGWOOD, TX 77345-0000
4781345 BOBBY L. SMITH 2204 CREEKSIDE CIRCLE S IRVING, TX 75063-0000
4781390 JAMES P. GRIFFITH 121 N POST OAK LANE #205 HOUSTON, TX 77056-0000
4781403 THOMAS H. KENDALL 5702 GARDEN POINT DR KINGSWOOD, TX 77345-0000
4781469 JONATHAN K. HEFFRON 6437 BELMONT AVE HOUSTON, TX 77005-0000
4781549 TED A. HODGES 5303 SUGARHILL DRIVE HOUSTON, TX 77056-0000
4781550 MICHAEL P. CAHILL 861 FORREST WILLOW CIR EL PASO, TX 79922-0000
4781571 RAO NANDETY 3023 COUNTRY CLUB DRIVE PEARLAND, TX 77581-0000
4781695 JAMES R. DAVIS 12422LAKE SHORE PR MONTGOMERY, TX 77356-0000
4781833 MARTIN MAYO 12327 BROKEN ARROW DR HOUSTON, TX 77024-0000
4781877 JAMES LYON 16 RIVER HOLLOW HOUSTON, TX 77027-0000
4781935 MICHAEL WALLACE 13812 ROCKBEND PLACE DALLAS, TX 75240-0000
4781990 NELSON R. BEAN 5606 ORCHARD VALLEY CT KINGWOOD TX 77339-0000
4782315 WILBURN O. MC DONALD 12102 PERTHSHIRE RD HOUSTON, TX 77024-0000
4782392 CLARENCE E. ERIKSEN 11214 LACEWOOD LANE HOUSTON, TX 77024-0000
4792046 CHARLES R. SCHNEIDER 2 BUCKINGHAM COURT MORRISTOWN, NJ 07960-0000
<CAPTION>
Loan County Loan Amt UPB June 1 Balance
<S> <C> <C> <C> <C>
4733080 Harris 241,000.00 202,629.12 201,697.95
4733171 Denton 268,800.00 222,123.12 221,046.02
4733331 Harris 214,950.00 180,462.54 179,635.84
4733364 Harris 286,100.00 241,528.07 240,437.71
4733466 Harris 284,900.00 216,203.79 214,922.49
4733885 El Paso 358,500.00 302,085.18 300,694.65
4734786 Harris 423,000.00 355,954.46 354,322.29
4738255 Shelby 246,500.00 211,472.14 210,530.47
4739032 Shelby 250,000.00 210,758.64 209,770.61
4739269 Shelby 238,000.00 183,354.81 183,354.81
4748306 Hamilton 532,000.00 456,402.51 456,402.51
4748601 St. Joseph 226,700.00 194,813.28 193,929.32
4760185 Charleston 252,000.00 215,196.85 214,239.61
4764925 Maricopa 358,650.00 308,133.93 306,772.94
4767457 Los Angeles 1,000,000.00 850,208.99 846,287.16
4771625 Cuyahoga 450,000.00 382,006.34 380,230.08
4778996 Jefferson 350,000.00 298,301.58 296,962.48
4779547 Tarrant 225,000.00 151,610.64 150,472.21
4779933 Harris 487,600.00 411,711.71 409,748.01
4780127 Montgomery 365,400.00 311,140.48 309,716.70
4780342 Dallas 290,000.00 247,799.13 246,659.53
4780353 Harris 266,650.00 227,053.92 227,053.92
4780375 Bexar 322,000.00 274,569.91 273,312.26
4780535 Harris 267,000.00 188,359.38 187,063.12
4780750 Tarrant 224,500.00 190,871.66 189,991.20
4780772 Harris 308,000.00 261,057.76 259,834.17
4781061 Harris 249,000.00 212,988.66 212,988.66
4781345 Dallas 256,000.00 219,320.84 218,323.06
4781390 Harris 259,700.00 224,132.48 223,140.22
4781403 Harris 220,700.00 188,218.88 187,353.23
4781469 Harris 447,000.00 382,954.93 381,212.72
4781549 Harris 340,500.00 293,106.82 291,796.16
4781550 El Paso 287,000.00 198,577.10 197,157.68
4781571 Harris 312,300.00 270,837.36 269,658.43
4781695 Montgomery 220,300.00 189,556.50 188,714.90
4781833 Harris 232,000.00 198,467.09 197,556.84
4781877 Harris 263,900.00 223,583.60 223,583.60
4781935 Dallas 307,500.00 261,847.70 260,633.68
4781990 Harris 250,000.00 213,526.38 212,552.21
4782315 Harris 244,000.00 209,650.57 208,712.18
4782392 Harris 423,200.00 363,623.60 361,996.04
4792046 Morris 330,000.00 294,136.11 292,900.73
</TABLE>
<PAGE> 123
MORSERV 1996-1 Loan Schedule Page 5
<TABLE>
<CAPTION>
Sch Rem Act Rem First Final
Loan Age Term Term Term Rate PI Closed Payment Payment Paid To
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4733080 50 180 130 130 8.750 2,408.67 05-Mar-92 01-May-92 01-Apr-2007 01-May-96
4733171 50 180 130 127 8.375 2,627.33 11-Mar-92 01-May-92 01-Apr-2007 01-May-96
4733331 50 180 130 129 9.000 2,180.17 13-Mar-92 01-May-92 01-Apr-2007 01-May-96
4733364 50 180 130 130 9.000 2,901.82 25-Mar-92 01-May-92 01-Apr-2007 01-May-96
4733466 50 180 130 112 8.000 2,722.66 26-Mar-92 01-May-92 01-Apr-2007 01-May-96
4733885 49 180 131 131 8.500 3,530.30 02-Apr-92 01-Jun-92 01-May-2007 01-May-96
4734786 50 180 130 130 8.750 4,227.67 09-Mar-92 01-May-92 01-Apr-2007 01-May-96
4738255 44 180 136 136 8.125 2,373.51 28-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4739032 43 180 137 133 7.875 2,371.13 20-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4739269 44 180 136 116 7.875 2,257.32 30-Sep-92 01-Nov-92 01-Oct-2007 01-Jun-96
4748306 43 180 137 137 8.125 5,122.54 28-Oct-92 01-Dec-92 01-Nov-2007 01-Jun-96
4748601 42 180 138 138 7.500 2,101.54 04-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
4760185 46 180 134 134 8.500 2,481.55 16-Jul-92 01-Sep-92 01-Aug-2007 01-May-96
4764925 44 180 136 136 8.250 3,479.41 30-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4767457 45 180 135 135 7.750 9,412.76 31-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
4771625 45 180 135 135 7.625 4,203.59 21-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
4778996 46 180 134 134 8.375 3,421.00 30-Jul-92 01-Sep-92 01-Aug-2007 01-May-96
4779547 44 180 136 96 7.625 2,101.79 01-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4779933 45 180 135 135 7.250 4,451.12 25-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
4780127 45 180 135 135 7.875 3,465.64 28-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
4780342 43 180 137 137 7.500 2,688.34 06-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4780353 44 180 136 136 7.875 2,529.05 17-Sep-92 01-Nov-92 01-Oct-2007 01-Jun-96
4780375 44 180 136 136 7.750 3,030.91 25-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4780535 43 180 137 101 7.875 2,532.37 09-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4780750 45 180 135 135 7.750 2,113.17 26-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
4780772 45 180 135 135 7.500 2,855.20 25-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
4781061 43 180 137 137 7.875 2,361.65 01-Oct-92 01-Dec-92 01-Nov-2007 01-Jun-96
4781345 43 180 137 137 7.625 2,391.38 05-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4781390 42 180 138 138 7.875 2,463.13 05-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
4781403 44 180 136 136 7.625 2,061.62 10-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4781469 43 180 137 137 7.625 4,175.57 16-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4781549 42 180 138 138 7.750 3,203.64 09-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
4781550 44 180 136 100 7.500 2,660.53 24-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4781571 41 180 139 139 8.000 2,984.51 22-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
4781695 43 180 137 137 8.000 2,105.31 29-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4781833 43 180 137 137 7.500 2,150.67 14-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4781877 45 180 135 135 7.875 2,502.96 28-Aug-92 01-Oct-92 01-Sep-2007 01-Jun-96
4781935 44 180 136 136 7.500 2,850.57 01-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4781990 44 180 136 136 7.750 2,353.19 04-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4782315 43 180 137 137 7.875 2,314.22 07-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4782392 43 180 137 137 7.875 4,013.84 22-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4792046 33 180 147 147 7.250 3,012.45 16-Aug-93 01-Oct-93 01-Sep-2008 01-May-96
<CAPTION>
Loan Document Type MI Company
<S> <C> <C>
4733080 Full Doc NEITHER FHA OR PMI
4733171 Full Doc NEITHER FHA OR PMI
4733331 Full Doc NEITHER FHA OR PMI
4733364 Full Doc NEITHER FHA OR PMI
4733466 Full Doc NEITHER FHA OR PMI
4733885 Full Doc NEITHER FHA OR PMI
4734786 Full Doc NEITHER FHA OR PMI
4738255 No Income NEITHER FHA OR PMI
4739032 Full Doc NEITHER FHA OR PMI
4739269 Full Doc PMI MORTGAGE INSUARNCE CO
4748306 Full Doc NEITHER FHA OR PMI
4748601 Full Doc NEITHER FHA OR PMI
4760185 Full Doc NEITHER FHA OR PMI
4764925 Full Doc G.E. MORTGAGE INSUARNCE CO
4767457 No Income NEITHER FHA OR PMI
4771625 Full Doc NEITHER FHA OR PMI
4778996 Full Doc G.E. MORTGAGE INSUARNCE CO
4779547 Full Doc NEITHER FHA OR PMI
4779933 Full Doc NEITHER FHA OR PMI
4780127 Full Doc G.E. MORTGAGE INSUARNCE CO
4780342 Full Doc NEITHER FHA OR PMI
4780353 Full Doc NEITHER FHA OR PMI
4780375 Full Doc NEITHER FHA OR PMI
4780535 Full Doc NEITHER FHA OR PMI
4780750 Full Doc NEITHER FHA OR PMI
4780772 Full Doc NEITHER FHA OR PMI
4781061 Full Doc NEITHER FHA OR PMI
4781345 Full Doc NEITHER FHA OR PMI
4781390 Full Doc NEITHER FHA OR PMI
4781403 Full Doc NEITHER FHA OR PMI
4781469 Full Doc NEITHER FHA OR PMI
4781549 Full Doc NEITHER FHA OR PMI
4781550 Full Doc NEITHER FHA OR PMI
4781571 Full Doc NEITHER FHA OR PMI
4781695 Full Doc NEITHER FHA OR PMI
4781833 Full Doc NEITHER FHA OR PMI
4781877 Full Doc NEITHER FHA OR PMI
4781935 No Income NEITHER FHA OR PMI
4781990 Full Doc NEITHER FHA OR PMI
4782315 Full Doc NEITHER FHA OR PMI
4782392 Full Doc NEITHER FHA OR PMI
4792046 Full Doc NEITHER FHA OR PMI
</TABLE>
<PAGE> 124
MORSERV 1996-1 Loan Schedule Page 6
<TABLE>
<CAPTION>
Cash Out
Loan PropType Units OccType Purpose Amt LTV Appraisal Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4733080 Single Family 1 Primary RATE/TERM REFINANCE 0 58.07 415,000.00 0
4733171 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 336,000.00 0
4733331 Single Family 1 Primary RATE/TERM REFINANCE 0 74.12 290,000.00 0
4733364 Single Family 1 Primary RATE/TERM REFINANCE 0 51.09 560,000.00 0
4733466 Single Family 1 Primary RATE/TERM REFINANCE 0 75.97 375,000.00 0
4733885 Single Family 1 Primary PURCHASE 0 75.00 550,000.00 478,000.00
4734786 Single Family 1 Primary RATE/TERM REFINANCE 0 68.78 615,000.00 0
4738255 Single Family 1 Primary RATE/TERM REFINANCE 0 72.93 338,000.00 0
4739032 Single Family 1 Primary RATE/TERM REFINANCE 0 79.87 313,000.00 0
4739269 Single Family 1 Primary RATE/TERM REFINANCE 0 83.80 284,000.00 0
4748306 Single Family 1 Primary RATE/TERM REFINANCE 0 75.62 703,500.00 0
4748601 Single Family 1 Primary RATE/TERM REFINANCE 0 79.54 285,000.00 0
4760185 Single Family 1 Primary RATE/TERM REFINANCE 0 78.75 320,000.00 0
4764925 Single Family 1 Primary RATE/TERM REFINANCE 2,527.79 89.66 400,000.00 0
4767457 Single Family 1 Primary RATE/TERM REFINANCE 881.96 58.82 1,700,000.00 0
4771625 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 600,000.00 0
4778996 Single Family 1 Primary PURCHASE 0 85.37 410,000.00 411,806.00
4779547 Single Family 1 Primary PURCHASE 0 47.37 475,000.00 475,000.00
4779933 Single Family 1 Primary RATE/TERM REFINANCE 0 40.63 1,200,000.00 0
4780127 Single Family 1 Primary RATE/TERM REFINANCE 0 90.00 406,000.00 0
4780342 Single Family 1 Primary RATE/TERM REFINANCE 0 50.00 580,000.00 0
4780353 Single Family 1 Primary PURCHASE 0 46.78 570,000.00 570,000.00
4780375 Single Family 1 Primary RATE/TERM REFINANCE 0 74.02 435,000.00 0
4780535 Single Family 1 Primary RATE/TERM REFINANCE 0 66.75 400,000.00 0
4780750 Single Family 1 Primary RATE/TERM REFINANCE 0 79.61 282,000.00 0
4780772 Single Family 1 Primary PURCHASE 0 80.00 385,000.00 385,000.00
4781061 Single Family 1 Primary RATE/TERM REFINANCE 0 79.05 315,000.00 0
4781345 Single Family 1 Primary RATE/TERM REFINANCE 0 74.64 343,000.00 0
4781390 CONDO 1 Primary PURCHASE 0 67.46 385,000.00 385,000.00
4781403 Single Family 1 Primary RATE/TERM REFINANCE 0 70.74 312,000.00 0
4781469 Single Family 1 Primary RATE/TERM REFINANCE 0 67.99 657,500.00 0
4781549 Single Family 1 Primary RATE/TERM REFINANCE 0 68.10 500,000.00 0
4781550 Single Family 1 Primary RATE/TERM REFINANCE 0 76.53 375,000.00 0
4781571 Single Family 1 Primary RATE/TERM REFINANCE 0 79.06 395,000.00 0
4781695 Single Family 1 Vacation RATE/TERM REFINANCE 0 77.30 285,000.00 0
4781833 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 290,000.00 0
4781877 Single Family 1 Primary RATE/TERM REFINANCE 0 61.37 430,000.00 0
4781935 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 410,000.00 0
4781990 Single Family 1 Primary PURCHASE 0 58.82 425,000.00 425,000.00
4782315 Single Family 1 Primary PURCHASE 0 80.00 320,000.00 305,000.00
4782392 Single Family 1 Primary RATE/TERM REFINANCE 0 72.34 585,000.00 0
4792046 Single Family 1 Primary CASH OUT REFINANCE 31,602.54 30.00 1,100,000.00 0
<CAPTION>
Serv.
Loan Fee PO %
<S> <C> <C>
4733080 0.25 0.000%
4733171 0.25 0.000%
4733331 0.25 0.000%
4733364 0.25 0.000%
4733466 0.25 0.000%
4733885 0.25 0.000%
4734786 0.25 0.000%
4738255 0.25 0.000%
4739032 0.25 0.000%
4739269 0.25 0.000%
4748306 0.25 0.000%
4748601 0.25 0.000%
4760185 0.25 0.000%
4764925 0.25 0.000%
4767457 0.25 0.000%
4771625 0.25 0.000%
4778996 0.25 0.000%
4779547 0.25 0.000%
4779933 0.25 0.000%
4780127 0.25 0.000%
4780342 0.25 0.000%
4780353 0.25 0.000%
4780375 0.25 0.000%
4780535 0.25 0.000%
4780750 0.25 0.000%
4780772 0.25 0.000%
4781061 0.25 0.000%
4781345 0.25 0.000%
4781390 0.25 0.000%
4781403 0.25 0.000%
4781469 0.25 0.000%
4781549 0.25 0.000%
4781550 0.25 0.000%
4781571 0.25 0.000%
4781695 0.25 0.000%
4781833 0.25 0.000%
4781877 0.25 0.000%
4781935 0.25 0.000%
4781990 0.25 0.000%
4782315 0.25 0.000%
4782392 0.25 0.000%
4792046 0.25 0.000%
</TABLE>
<PAGE> 125
MORSERV 1996-1 Loan Schedule Page 7
<TABLE>
<CAPTION>
Loan Name Street City Zip County
<S> <C> <C> <C> <C> <C>
4796150 ALAN J. KLUKOWICZ 6088 OCEAN DRIVE AVALON, NJ 08202-0000 Cape May
4922980 PAUL A. TESCIONE 20 INGLEWOOD ROAD ASHEVILLE, NC 28804-0000 Buncombe
4926110 BOO Y. HAR 565 POINT SAN PEDRO ROAD SAN RAFAEL, CA 94901-0000 Marin
4926572 ROBERT T. CONSTANTINO 127 ALMENDRAL AVENUE ATHERTON, CA 94027-0000 San Mateo
4926856 JOSEPH FERNANDEZ 542 ANITA DRIVE MILLBRAE, CA 94030-0000 San Mateo
4930252 ISAAC RAIJMAN 6335 PINE TREE DRIVE MIAMI BEACH, FL 33141-0000 Dade
4945555 THOMAS IACONO 800 E. HOPKINS #A-3 ASPEN, CO 81611-0000 Pitkin
4946139 STEVEN B. BROWN 2165 STONECROP WAY GOLDEN, CO 80401-0000 Jefferson
4950839 JACK B. FOSTER 1018 RIDGEPARK DRIVE TUPELO, MS 38801-0000 Lee
4951106 SIDNEY B. GRAY 125 ACACIA DRIVE LAFAYETTE, LA 70508-0000 Lafayette
4951933 SURESH K. DONEPUDI 390 ROBBINS PLACE SHREVEPORT, LA 71106-0000 CADDO
4951955 DAVID J. ELIZARDI 325 FRIEDRICHS AVE METAIRIE, LA 70005-0000 Jefferson
4952540 DANNY R. BARNHILL 106 DOVER COURT BOSSIER CITY, LA 71111-0000 BOSSIER
4953076 ROBERT C. MCCLURE 224 STORMY CREEK LANE BLYTHEWOOD, SC 29016-0000 Richland
4953098 ALLEN F. WISE 7 MAGNOLIA CRESCENT HILTON HEAD, SC 29928-0000 Beaufort
4955184 CHARLENE D. BARRETT 5 SAWTOOTH COURT HILTON HEAD, SC 29926-0000 Beaufort
4958014 ROBERT J. FROEHLICH 2704 MODAFF ROAD NAPERVILLE, IL 60565-0000 Will
4958750 KAMAL GULATI 6914 LATROBE SKOKIE, IL 60077-0000 Cook
4959334 CHARLES L. REID 500 BOULEVARD ANDERSON, SC 29621-0000 Anderson
4959775 ROBERT E. GREGORY JR 99 CAROLINA CLUB DRIVE SPARTANBURG, SC 29302-0000 Spartanburg
4961245 ERIC P. TEETER 2217 MALVERN ROAD CHARLOTTE, NC 28207-0000 Mecklenburg
4961573 ROBERT B. ANDERSON 4022 DOVES ROOST COURT CHARLOTTE, NC 28211-0000 Mecklenburg
4961620 RICHARD R. WALKER 2301 HOVIS COURT RALEIGH, NC 27615-0000 Wake
4961722 WILLIAM R. MOFFITT 1101 SCHEPPERGRELL DRIVE HENDERSONVILLE, NC 28739-0000 Henderson
4961926 DONALD G DUNCAN 2929 BELVEDERE AVENUE CHARLOTTE, NC 28205-0000 Mecklenburg
4963477 RAMA M. DONTHI 6945 HUNTING HOLLOW LN W HUDSON, OH 44236-0000 Summit
4963998 HUNTINGTON F. WILLARD 22565 SHAKER BLVD SHAKER HEIGHTS, OH 44120-0000 Cuyahoga
4964924 JAMES C. SPIRA 16950 SOUTH WOODLAND RD SHAKER HTS, OH 44122-0000 Cuyahoga
4965392 WILLIAM H. BAY 4410 SHIRE CREEK CT HILLARD, OH 43026-0000 Franklin
4972263 GERALD V. BAYSDEN 2611 OAKMEADE DRIVE CHARLOTTE, NC 28270-0000 Mecklenburg
4973969 DARRYL G. BOWLES 15029 WAYMART LANE CHARLOTTE, NC 28278-0000 Mecklenburg
4977314 DENIS M. LANIER 556 S ELIZABETH ST DENVER, CO 80209-0000 Denver
4977711 DAVID A. WONG 2415 STONECROP WAY GOLDEN, CO 80401-0000 Jefferson
4979615 REID K. HASTIE 1000 ORANGE PLACE BOULDER, CO 80304-0000 Boulder
4979900 TERRY J. PIDDINGTON 2630 ROSSMERE STREET COLORADO SPGS, CO 80919-0000 El Paso
4989288 GEORGE J. SMITH 1219 MASSEY COVE MEMPHIS, TN 38120-0000 Shelby
4989867 KELLY WRIGHT 12132 EAST ASHTON CT KNOXVILLE, TN 37922-0000 Knox
5099184 DAVID E. LEVEE 85 CRESCENT DRIVE GLENCOE, IL 60022-0000 Cook
5201611 WALTER R. SIEMIAN 9513 LAVILL COURT WINDERMERE, FL 34786-0000 Orange
5210973 EDWARD M. SULLIVAN 853 HOLLOW TREE RIDGE ROA DARIEN, CT 06820-0000 Fairfield
5229439 JOHN A. COOK 2672 BIRCH HARBOR LA WEST BLOOMFIELD T, MI 48324-0000 Oakland
5237379 STANLEY PARNETT 1415 CANAL ROAD PRINCETON, NJ 08540-0000 Somerset
<CAPTION>
Loan Loan Amt UPB June 1 Balance
<S> <C> <C> <C>
4796150 460,000.00 393,320.67 391,489.19
4922980 275,000.00 233,807.40 232,728.90
4926110 270,000.00 231,293.09 230,254.77
4926572 500,000.00 428,687.85 426,758.86
4926856 229,000.00 194,486.59 194,486.59
4930252 500,000.00 426,465.11 424,512.98
4945555 288,750.00 247,355.39 246,244.98
4946139 380,000.00 325,081.03 325,081.03
4950839 380,250.00 195,716.38 193,407.96
4951106 220,500.00 190,003.43 189,166.75
4951933 340,000.00 287,436.59 286,092.61
4951955 329,000.00 271,505.24 270,161.91
4952540 230,000.00 190,605.46 189,684.54
4953076 275,000.00 235,228.81 234,164.26
4953098 298,000.00 253,748.61 253,748.61
4955184 243,750.00 207,852.12 206,900.14
4958014 229,000.00 195,002.25 194,098.15
4958750 246,600.00 191,472.91 190,396.92
4959334 292,000.00 220,903.56 219,591.19
4959775 290,000.00 246,824.78 245,684.17
4961245 240,000.00 202,987.40 202,039.29
4961573 500,000.00 425,753.47 423,805.23
4961620 228,000.00 194,143.42 193,255.02
4961722 270,375.00 232,312.27 231,272.44
4961926 270,000.00 231,653.63 230,608.28
4963477 325,000.00 279,650.46 278,408.93
4963998 420,000.00 355,090.75 353,409.40
4964924 350,000.00 297,129.19 297,129.19
4965392 300,000.00 255,409.07 255,409.07
4972263 313,000.00 255,245.02 253,938.75
4973969 318,400.00 273,419.71 272,194.16
4977314 1,000,000.00 604,127.34 604,127.34
4977711 560,000.00 478,421.66 476,249.98
4979615 225,000.00 192,459.70 191,588.70
4979900 317,000.00 268,686.11 268,686.11
4989288 420,000.00 359,823.60 358,186.63
4989867 279,000.00 236,356.24 235,256.55
5099184 375,000.00 344,908.60 343,559.62
5201611 700,000.00 630,482.11 630,482.11
5210973 825,000.00 731,446.15 728,316.00
5229439 232,500.00 211,892.92 211,039.18
5237379 342,000.00 267,574.29 266,048.78
</TABLE>
<PAGE> 126
MORSERV 1996-1 Loan Schedule Page 8
<TABLE>
<CAPTION>
Sch Rem Act Rem First Final
Loan Age Term Term Term Rate PI Closed Payment Payment Paid To
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4796150 34 180 146 138 7.125 4,166.82 09-Jul-93 01-Sep-93 01-Aug-2008 01-May-96
4922980 45 180 135 135 7.750 2,588.51 14-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
4926110 44 180 136 136 8.000 2,580.27 10-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4926572 43 180 137 137 7.875 4,742.25 21-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4926856 43 180 137 135 8.125 2,205.01 28-Oct-92 01-Dec-92 01-Nov-2007 01-Jun-96
4930252 44 180 136 136 7.750 4,706.38 21-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4945555 44 180 136 136 8.000 2,759.45 15-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4946139 43 180 137 137 8.000 3,631.48 16-Oct-92 01-Dec-92 01-Nov-2007 01-Jun-96
4950839 45 180 135 67 7.625 3,552.03 25-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
4951106 43 180 137 137 8.125 2,123.16 06-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4951933 44 180 136 134 7.750 3,200.34 28-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4951955 42 180 138 129 7.750 3,096.80 25-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
4952540 43 180 137 128 8.250 2,231.33 23-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4953076 44 180 136 136 7.875 2,608.24 28-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4953098 44 180 136 136 7.875 2,826.39 29-Sep-92 01-Nov-92 01-Oct-2007 01-Jun-96
4955184 44 180 136 136 7.750 2,294.36 28-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4958014 44 180 136 136 7.500 2,122.86 17-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4958750 43 180 137 116 8.250 2,392.37 16-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4959334 45 180 135 111 8.375 2,854.09 27-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
4959775 44 180 136 136 7.625 2,708.98 10-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4961245 43 180 137 134 7.750 2,259.07 26-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4961573 45 180 135 135 7.875 4,742.25 14-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
4961620 45 180 135 135 7.875 2,162.47 28-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
4961722 43 180 137 137 7.875 2,564.38 09-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4961926 43 180 137 137 7.750 2,541.45 30-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4963477 43 180 137 137 8.000 3,105.87 30-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4963998 44 180 136 135 7.375 3,863.68 30-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4964924 43 180 137 137 7.250 3,195.02 13-Oct-92 01-Dec-92 01-Nov-2007 01-Jun-96
4965392 44 180 136 136 7.875 2,845.35 30-Sep-92 01-Nov-92 01-Oct-2007 01-Jun-96
4972263 43 180 137 127 7.500 2,901.55 19-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4973969 43 180 137 137 7.875 3,019.87 13-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4977314 43 180 137 82 8.000 9,556.53 30-Oct-92 01-Dec-92 01-Nov-2007 01-Jun-96
4977711 44 180 136 136 7.875 5,311.32 29-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4979615 44 180 136 136 7.875 2,134.02 17-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
4979900 44 180 136 136 7.500 2,938.63 04-Sep-92 01-Nov-92 01-Oct-2007 01-Jun-96
4989288 43 180 137 137 7.625 3,923.35 16-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
4989867 43 180 137 134 7.750 2,626.16 29-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
5099184 25 180 155 155 7.125 3,396.87 08-Apr-94 01-Jun-94 01-May-2009 01-May-96
5201611 28 180 152 152 6.625 6,145.96 25-Jan-94 01-Mar-94 01-Feb-2009 01-Jun-96
5210973 34 180 146 146 7.125 7,473.11 21-Jul-93 01-Sep-93 01-Aug-2008 01-May-96
5229439 27 180 153 153 7.000 2,089.78 18-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
5237379 28 180 152 122 6.625 3,002.74 21-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
<CAPTION>
Loan Document Type MI Company
<S> <C> <C>
4796150 Full Doc NEITHER FHA OR PMI
4922980 Full Doc NEITHER FHA OR PMI
4926110 No Income NEITHER FHA OR PMI
4926572 Full Doc NEITHER FHA OR PMI
4926856 Full Doc NEITHER FHA OR PMI
4930252 Full Doc NEITHER FHA OR PMI
4945555 Full Doc NEITHER FHA OR PMI
4946139 Full Doc NEITHER FHA OR PMI
4950839 Full Doc NEITHER FHA OR PMI
4951106 Full Doc G.E. MORTGAGE INSUARNCE CO
4951933 Full Doc NEITHER FHA OR PMI
4951955 Full Doc NEITHER FHA OR PMI
4952540 Full Doc NEITHER FHA OR PMI
4953076 Full Doc NEITHER FHA OR PMI
4953098 Full Doc NEITHER FHA OR PMI
4955184 Full Doc NEITHER FHA OR PMI
4958014 Full Doc NEITHER FHA OR PMI
4958750 No Income NEITHER FHA OR PMI
4959334 Full Doc NEITHER FHA OR PMI
4959775 No Income NEITHER FHA OR PMI
4961245 Full Doc NEITHER FHA OR PMI
4961573 Full Doc NEITHER FHA OR PMI
4961620 Full Doc NEITHER FHA OR PMI
4961722 Full Doc NEITHER FHA OR PMI
4961926 Full Doc NEITHER FHA OR PMI
4963477 Full Doc NEITHER FHA OR PMI
4963998 No Income NEITHER FHA OR PMI
4964924 Full Doc NEITHER FHA OR PMI
4965392 Full Doc NEITHER FHA OR PMI
4972263 Full Doc NEITHER FHA OR PMI
4973969 Full Doc NEITHER FHA OR PMI
4977314 Full Doc NEITHER FHA OR PMI
4977711 Full Doc NEITHER FHA OR PMI
4979615 Full Doc NEITHER FHA OR PMI
4979900 Full Doc NEITHER FHA OR PMI
4989288 Full Doc NEITHER FHA OR PMI
4989867 Full Doc NEITHER FHA OR PMI
5099184 Full Doc NEITHER FHA OR PMI
5201611 Full Doc NEITHER FHA OR PMI
5210973 Full Doc NEITHER FHA OR PMI
5229439 Full Doc NEITHER FHA OR PMI
5237379 No Income NEITHER FHA OR PMI
</TABLE>
<PAGE> 127
MORSERV 1996-1 Loan Schedule Page 9
<TABLE>
<CAPTION>
Cash Out
Loan PropType Units OccType Purpose Amt LTV Appraisal Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4796150 Single Family 1 Primary PURCHASE 0 80.00 575,000.00 575,000.00
4922980 Single Family 1 Primary RATE/TERM REFINANCE 0 78.57 350,000.00 0
4926110 Single Family 1 Primary RATE/TERM REFINANCE 0 38.57 700,000.00 0
4926572 Single Family 1 Primary RATE/TERM REFINANCE 455.88 35.71 1,400,000.00 0
4926856 Single Family 1 Primary RATE/TERM REFINANCE 0 51.46 445,000.00 0
4930252 Single Family 1 Primary CASH OUT REFINANCE 396,347.53 59.52 840,000.00 0
4945555 CONDO 1 Primary RATE/TERM REFINANCE 0 75.00 385,000.00 0
4946139 Single Family 1 Primary RATE/TERM REFINANCE 0 71.70 530,000.00 0
4950839 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 507,000.00 0
4951106 Single Family 1 Primary PURCHASE 0 90.00 245,000.00 250,000.00
4951933 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 425,000.00 0
4951955 Single Family 1 Primary RATE/TERM REFINANCE 1,011.13 77.41 425,000.00 0
4952540 Single Family 1 Primary PURCHASE 0 80.00 290,000.00 287,500.00
4953076 Single Family 1 Primary RATE/TERM REFINANCE 1,948.87 74.32 370,000.00 0
4953098 Single Family 1 Vacation RATE/TERM REFINANCE 0 49.67 600,000.00 0
4955184 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 325,000.00 0
4958014 Single Family 1 Primary RATE/TERM REFINANCE 0 71.56 320,000.00 0
4958750 Single Family 1 Primary RATE/TERM REFINANCE 0 71.48 345,000.00 0
4959334 Single Family 1 Primary PURCHASE 0 80.00 370,000.00 365,000.00
4959775 Single Family 1 Primary CASH OUT REFINANCE 286,830.27 73.42 395,000.00 0
4961245 Single Family 1 Primary RATE/TERM REFINANCE 0 78.69 305,000.00 0
4961573 Single Family 1 Primary PURCHASE 0 72.46 735,000.00 690,000.00
4961620 Single Family 1 Primary CASH OUT REFINANCE 3,162.19 76.00 300,000.00 0
4961722 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 360,500.00 0
4961926 Single Family 1 Primary RATE/TERM REFINANCE 0 77.14 350,000.00 0
4963477 Single Family 1 Primary RATE/TERM REFINANCE 1,755.69 51.59 630,000.00 0
4963998 Single Family 1 Primary PURCHASE 8,281.39 80.00 530,000.00 525,000.00
4964924 Single Family 1 Primary CASH OUT REFINANCE 90,471.05 59.32 590,000.00 0
4965392 Single Family 1 Primary CASH OUT REFINANCE 110,013.00 73.53 408,000.00 0
4972263 Single Family 1 Primary RATE/TERM REFINANCE 0 37.94 825,000.00 0
4973969 Single Family 1 Primary CASH OUT REFINANCE 140,520.56 68.03 468,000.00 0
4977314 Single Family 1 Primary RATE/TERM REFINANCE 0 40.00 2,500,000.00 0
4977711 Single Family 1 Primary RATE/TERM REFINANCE 0 74.67 750,000.00 0
4979615 Single Family 1 Primary CASH OUT REFINANCE 21,520.67 54.22 415,000.00 0
4979900 Single Family 1 Primary PURCHASE 0 76.02 417,000.00 417,000.00
4989288 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 525,000.00 0
4989867 Single Family 1 Primary RATE/TERM REFINANCE 0 77.50 360,000.00 0
5099184 Single Family 1 Primary PURCHASE 0 55.56 675,000.00 675,000.00
5201611 Single Family 1 Primary RATE/TERM REFINANCE 5,254.93 50.00 1,400,000.00 0
5210973 Single Family 1 Primary PURCHASE 0 48.53 1,700,000.00 1,700,000.00
5229439 Single Family 1 Primary CASH OUT REFINANCE 155,332.84 75.00 310,000.00 0
5237379 Single Family 1 Primary RATE/TERM REFINANCE 0 72.15 474,000.00 0
<CAPTION>
Serv.
Loan Fee PO %
<S> <C> <C>
4796150 0.20 1.071%
4922980 0.25 0.000%
4926110 0.25 0.000%
4926572 0.25 0.000%
4926856 0.25 0.000%
4930252 0.25 0.000%
4945555 0.25 0.000%
4946139 0.25 0.000%
4950839 0.25 0.000%
4951106 0.25 0.000%
4951933 0.25 0.000%
4951955 0.25 0.000%
4952540 0.25 0.000%
4953076 0.25 0.000%
4953098 0.25 0.000%
4955184 0.25 0.000%
4958014 0.25 0.000%
4958750 0.25 0.000%
4959334 0.25 0.000%
4959775 0.25 0.000%
4961245 0.25 0.000%
4961573 0.25 0.000%
4961620 0.25 0.000%
4961722 0.25 0.000%
4961926 0.25 0.000%
4963477 0.25 0.000%
4963998 0.25 0.000%
4964924 0.25 0.000%
4965392 0.25 0.000%
4972263 0.25 0.000%
4973969 0.25 0.000%
4977314 0.25 0.000%
4977711 0.25 0.000%
4979615 0.25 0.000%
4979900 0.25 0.000%
4989288 0.25 0.000%
4989867 0.25 0.000%
5099184 0.20 1.071%
5201611 0.20 8.214%
5210973 0.20 1.071%
5229439 0.20 2.857%
5237379 0.20 8.214%
</TABLE>
<PAGE> 128
MORSERV 1996-1 Loan Schedule Page 10
<TABLE>
<CAPTION>
Loan Name Street City Zip
<S> <C> <C> <C> <C>
5399381 FLOYD L. MIX TWO HUNTER COURT BURR RIDGE, IL 60521-0000
5463470 JAMES W. DOYLE 102 HOMEPORT DRIVE PALM HARBOR, FL 34683-0000
5493288 STEPHEN J. GEHOUSKEY 73 SPRING BROOK LANE NEWARK, DE 19711-0000
5588657 DOUGLAS W. STUTZMAN 12255 SOUTH ADKINS CIRCLE CANBY, OR 97013-0000
5774200 THOMAS J. DIMINO MD 11651 SW 64 AVENUE MIAMI, FL 33156-0000
5783878 PRABHU D. CHAUDHARY 5801 WINEGROVE CT DERWOOD, MD 20855-0000
5789036 JEFF A. JACOBSON 6707 BROXBURN DRIVE BETHESDA, MD 20817-0000
5789604 AHMAD H. FAKHRY 49 POPLER POINT RD EDGEWATER, MD 21037-0000
5789896 ARTHUR BEHRENS 11067 GAITHER FARM ROAD ELLICOTT CITY, MD 21042
5797227 THEODORE M. BRENNAN 1238 THIRD ST NEW ORLEANS, LA 70130-0000
5797238 OWEN E BRENNAN JR 2627 COLISEUM STREET NEW ORLEANS, LA 70130
5799732 AARON L. SARPY, SR 1745 LAKESHORE DRIVE NEW ORLEANS, LA 70122-0000
5805096 CHARLES R. SWINDOLL 29162 BALD EAGLE RIDGE LAKE ARROWHEAD, CA 92352-0000
5808811 NORMAN V. WECHSLER JR 711 SO BEVERLY GLEN BLVD LOS ANGELES, CA 90024-0000
5813469 JOHN C. WISEMAN 25000 MONTANE DRIVE WEST GOLDEN, CO 80401-0000
5836486 RICHARD C. RAMSAY 8126 MEADOWBROOK DRIVE INDIANAPOLIS, IN 46240-0000
5845738 JEFFERSON CALIMLIM 19120 STILL POINT TRAIL BROOKFIELD, WI 53045-0000
5854310 CRAIG R. WHITMAN 1428-1430 NYE STREET SAN RAFAEL, CA 94901-0000
5855979 TIMOTHY M. CRONAN 44909 S EL MACERO DRIVE EL MACERO, CA 95618-0000
5857090 CARL A. BERTELSEN 15900 WEST ROAD LOS GATOS, CA 95030-0000
5857613 M. NAZRUL ISLAM 4432 SNOWCLOUD COURT CONCORD, CA 94518-0000
5878908 GUS N. FRENTZOS 3731 WINNETKA GLENVIEW, IL 60025-0000
5897527 IAN A. DARLING LOT 8 SHADOWOOD DRIV JOHNSON CITY, TN 37601-0000
5898235 SAMUEL A. ALFREY 5272 MCGAVOCK RD BRENTWOOD, TN 37027
5952556 YOUNG K. KWON 60 ROBERTS ROAD NEWTOWN SQUARE, PA 19073-0000
5962470 BRADFORD W. PORTER 300 GRANDVIEW PLACE LONGWOOD, FL 32779-0000
5967076 ROBERT L FERGUSON 128 GREAT BAY ROAD OSTERVILLE, MA 02655-0000
5993134 EUGENE L GITIN 7957 FISHER ISLE DR #7957D FISHER ISLAND, FL 33109
5996460 WILLIAM W. FOREHAND 3917 SOUTH ATLANTIC AVE WILBUR BY THE SEA, FL 32127-0000
6460309 CHANG J. YANG 35 JUNIPER LANE MUTTONTOWN, NY 11791-0000
6471098 JOHN F. RABY 1 ISLAND DRIVE #16 NORWALK, CT 06855-0000
6471940 CHUL KIM 52 HICKORY ROAD MANHASSET HILL, NY 11040-0000
6474653 JAMES A. GIBBONS 4 RONNY CIRCLE HASTINGS, NY 10706-0000
6475656 HEIDI H. STEFANCHIK 27 WARWICK AVENUE SCARSDALE, NY 10583-0000
6476568 ALEXANDER ARAPOGLOU 232 ST. JOHN'S PLACE BROOKLYN, NY 11217-0000
6477560 ELIAS ANDRIOPOULOS 43-10 AUBURNDALE LANE FLUSHING, NY 11358-0000
6482378 RICHARD A. HOPKINS 43 BIRARFIELD LANE HUNTINGTON, NY 11743-0000
6482403 ROBERT MOSS 20 EAGLE CHASE WOODBURY, NY 11797-0000
6486630 ROBERT CUNNINGHAM 25 OAK NECK LANE WEST ISLIP, NY 11795-0000
6487112 ALBERTO DEDIOS 656 PLANDOME RD MANHASSET, NY 11030-0000
6487779 ROBERT LO 205 W. SHORE RD HUNTINGTON, NY 11743-0000
6489548 JOSEPH DONLEY 78 ALLENDALE DRIVE RYE, NY 10580-0000
<CAPTION>
Loan County Loan Amt UPB June 1 Balance
<S> <C> <C> <C> <C>
5399381 Du Page 584,300.00 525,690.05 525,690.05
5463470 Pinellas 296,000.00 272,476.70 271,420.83
5493288 New Castle 276,700.00 251,252.19 250,230.77
5588657 Clackamas 324,750.00 284,566.96 284,566.96
5774200 Dade 542,500.00 495,053.11 493,078.35
5783878 Montgomery 245,000.00 215,231.17 214,305.17
5789036 Montgomery 997,500.00 880,458.59 876,672.22
5789604 Anne Arundel 1,000,000.00 899,692.04 895,927.98
5789896 Howard 308,000.00 277,445.24 276,295.27
5797227 Orleans 500,000.00 450,674.29 448,772.42
5797238 Orleans 521,000.00 469,621.52 467,639.87
5799732 Orleans 448,000.00 404,330.52 404,330.52
5805096 San Bernardino 976,000.00 860,023.57 856,330.67
5808811 Los Angeles 988,750.00 880,354.83 876,625.53
5813469 Jefferson 266,000.00 234,391.63 233,385.16
5836486 Marion 270,000.00 236,353.72 235,288.00
5845738 Waukesha 731,500.00 653,508.04 650,811.37
5854310 Marin 259,850.00 229,674.28 228,689.82
5855979 Yolo 260,000.00 209,755.71 208,642.32
5857090 Santa Clara 590,000.00 528,597.33 526,363.80
5857613 Contra Costa 214,500.00 195,144.08 194,364.98
5878908 Cook 227,000.00 201,727.97 200,879.53
5897527 Washington 236,600.00 177,638.87 176,546.46
5898235 Williamson 266,000.00 241,266.85 240,302.64
5952556 Delaware 245,000.00 217,723.94 216,808.22
5962470 Seminole 649,950.00 572,517.01 570,042.81
5967076 Barnstable 1,500,000.00 1,355,152.17 1,349,538.24
5993134 Dade 850,000.00 765,797.83 762,562.72
5996460 Volusia 238,500.00 216,978.61 216,112.34
6460309 Nassau 380,000.00 317,775.21 316,289.31
6471098 Fairfield 292,500.00 241,690.16 240,510.16
6471940 Nassau 228,000.00 188,795.03 187,881.07
6474653 Westchester 209,000.00 174,189.80 173,362.67
6475656 Westchester 323,000.00 269,079.95 267,800.81
6476568 Kings 420,000.00 346,275.81 344,494.27
6477560 Queens 258,750.00 213,427.04 212,366.12
6482378 Suffolk 252,000.00 208,590.39 207,569.16
6482403 Nassau 330,000.00 271,883.95 270,560.14
6486630 Suffolk 300,000.00 225,273.42 225,273.42
6487112 Nassau 239,400.00 201,127.44 200,197.99
6487779 Suffolk 750,000.00 634,771.25 631,847.56
6489548 Westchester 245,000.00 203,101.33 202,117.43
</TABLE>
<PAGE> 129
MORSERV 1996-1 Loan Schedule Page 11
<TABLE>
<CAPTION>
Sch Rem Act Rem First Final
Loan Age Term Term Term Rate PI Closed Payment Payment Paid To
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5399381 29 180 151 151 6.875 5,211.11 27-Dec-93 01-Feb-94 01-Jan-2009 01-Jun-96
5463470 25 180 155 155 7.250 2,702.08 08-Apr-94 01-Jun-94 01-May-2009 01-May-96
5493288 28 180 152 152 7.000 2,487.06 26-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
5588657 36 180 144 144 7.375 2,987.46 17-May-93 01-Jul-93 01-Jun-2008 01-Jun-96
5774200 27 180 153 153 7.125 4,914.14 17-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
5783878 37 180 143 143 7.500 2,271.19 02-Apr-93 01-Jun-93 01-May-2008 01-May-96
5789036 30 180 150 145 7.250 9,105.81 29-Nov-93 01-Jan-94 01-Dec-2008 01-May-96
5789604 30 180 150 150 6.875 8,918.55 30-Nov-93 01-Jan-94 01-Dec-2008 01-May-96
5789896 29 180 151 150 7.000 2,768.40 13-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
5797227 29 180 151 151 6.625 4,389.97 03-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
5797238 29 180 151 151 6.625 4,574.35 03-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
5799732 28 180 152 152 6.750 3,964.40 14-Jan-94 01-Mar-94 01-Feb-2009 01-Jun-96
5805096 36 180 144 144 7.375 8,978.46 14-May-93 01-Jul-93 01-Jun-2008 01-May-96
5808811 33 180 147 147 7.125 8,956.41 23-Aug-93 01-Oct-93 01-Sep-2008 01-May-96
5813469 36 180 144 144 7.375 2,447.00 19-May-93 01-Jul-93 01-Jun-2008 01-May-96
5836486 30 180 150 144 6.625 2,370.59 24-Nov-93 01-Jan-94 01-Dec-2008 01-May-96
5845738 33 180 147 147 7.500 6,781.10 06-Aug-93 01-Oct-93 01-Sep-2008 01-May-96
5854310 35 180 145 145 7.250 2,372.08 08-Jun-93 01-Aug-93 01-Jul-2008 01-May-96
5855979 32 180 148 126 7.000 2,336.96 02-Sep-93 01-Nov-93 01-Oct-2008 01-May-96
5857090 31 180 149 149 6.875 5,261.95 27-Oct-93 01-Dec-93 01-Nov-2008 01-May-96
5857613 28 180 152 152 7.250 1,958.10 14-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
5878908 34 180 146 146 7.375 2,088.23 22-Jul-93 01-Sep-93 01-Aug-2008 01-May-96
5897527 27 180 153 114 6.875 2,110.13 22-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
5898235 29 180 151 151 7.375 2,447.00 21-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
5952556 34 180 146 146 7.375 2,253.82 09-Jul-93 01-Sep-93 01-Aug-2008 01-May-96
5962470 35 180 145 144 7.250 5,933.16 10-Jun-93 01-Aug-93 01-Jul-2008 01-May-96
5967076 29 180 151 151 6.875 13,377.82 21-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
5993134 29 180 151 151 6.625 7,462.95 22-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
5996460 28 180 152 152 7.250 2,177.18 30-Dec-93 01-Mar-94 01-Feb-2009 01-May-96
6460309 51 180 129 129 8.625 3,769.91 13-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
6471098 52 180 128 128 8.125 2,816.44 31-Jan-92 01-Mar-92 01-Feb-2007 01-May-96
6471940 52 180 128 128 8.250 2,211.93 16-Jan-92 01-Mar-92 01-Feb-2007 01-May-96
6474653 51 180 129 129 8.375 2,042.83 27-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
6475656 51 180 129 129 8.375 3,157.09 10-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
6476568 50 180 130 130 6.875 3,765.41 20-Mar-92 01-May-92 01-Apr-2007 01-May-96
6477560 51 180 129 129 7.625 2,417.07 03-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
6482378 51 180 129 129 7.875 2,390.10 24-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
6482403 50 180 130 126 8.500 3,249.65 06-Mar-92 01-May-92 01-Apr-2007 01-May-96
6486630 50 180 130 110 8.625 2,976.25 10-Mar-92 01-May-92 01-Apr-2007 01-Jun-96
6487112 50 180 130 130 8.625 2,375.05 16-Mar-92 01-May-92 01-Apr-2007 01-May-96
6487779 47 180 133 133 8.125 7,221.62 03-Jun-92 01-Aug-92 01-Jul-2007 01-May-96
6489548 51 180 129 129 8.125 2,359.07 07-Feb-92 01-Apr-92 01-Mar-2007 01-May-96
<CAPTION>
Loan Document Type MI Company
<S> <C> <C>
5399381 Full Doc NEITHER FHA OR PMI
5463470 Full Doc NEITHER FHA OR PMI
5493288 Full Doc NEITHER FHA OR PMI
5588657 Full Doc NEITHER FHA OR PMI
5774200 Full Doc NEITHER FHA OR PMI
5783878 Full Doc NEITHER FHA OR PMI
5789036 Full Doc NEITHER FHA OR PMI
5789604 Full Doc NEITHER FHA OR PMI
5789896 Full Doc NEITHER FHA OR PMI
5797227 Full Doc NEITHER FHA OR PMI
5797238 Full Doc NEITHER FHA OR PMI
5799732 Full Doc NEITHER FHA OR PMI
5805096 Full Doc NEITHER FHA OR PMI
5808811 Full Doc NEITHER FHA OR PMI
5813469 No Income NEITHER FHA OR PMI
5836486 Full Doc NEITHER FHA OR PMI
5845738 Full Doc NEITHER FHA OR PMI
5854310 Full Doc NEITHER FHA OR PMI
5855979 Full Doc NEITHER FHA OR PMI
5857090 Full Doc NEITHER FHA OR PMI
5857613 Full Doc NEITHER FHA OR PMI
5878908 No Income NEITHER FHA OR PMI
5897527 Full Doc C.M.A.C.
5898235 Full Doc NEITHER FHA OR PMI
5952556 Full Doc NEITHER FHA OR PMI
5962470 Full Doc NEITHER FHA OR PMI
5967076 Full Doc NEITHER FHA OR PMI
5993134 Full Doc NEITHER FHA OR PMI
5996460 Full Doc NEITHER FHA OR PMI
6460309 Full Doc NEITHER FHA OR PMI
6471098 Full Doc G.E. MORTGAGE INSUARNCE CO
6471940 No Income/No Asset NEITHER FHA OR PMI
6474653 Full Doc NEITHER FHA OR PMI
6475656 Full Doc NEITHER FHA OR PMI
6476568 Full Doc NEITHER FHA OR PMI
6477560 No Income NEITHER FHA OR PMI
6482378 Full Doc NEITHER FHA OR PMI
6482403 Full Doc NEITHER FHA OR PMI
6486630 Full Doc NEITHER FHA OR PMI
6487112 Full Doc NEITHER FHA OR PMI
6487779 Full Doc NEITHER FHA OR PMI
6489548 Full Doc NEITHER FHA OR PMI
</TABLE>
<PAGE> 130
MORSERV 1996-1 Loan Schedule Page 12
<TABLE>
<CAPTION>
Cash Out
Loan PropType Units OccType Purpose Amt LTV Appraisal Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
5399381 Single Family 1 Primary RATE/TERM REFINANCE 2,677.84 78.96 740,000.00 0
5463470 Single Family 1 Primary PURCHASE 0 80.00 375,000.00 370,000.00
5493288 Single Family 1 Primary PURCHASE 0 79.97 346,000.00 347,333.75
5588657 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 433,000.00 0
5774200 Single Family 1 Primary CASH OUT REFINANCE 29,416.62 70.00 775,000.00 0
5783878 Single Family 1 Primary PURCHASE 0 61.25 400,000.00 400,000.00
5789036 Single Family 1 Primary RATE/TERM REFINANCE 0 70.00 1,425,000.00 0
5789604 Single Family 1 Primary RATE/TERM REFINANCE 0 67.57 1,480,000.00 0
5789896 Single Family 1 Primary RATE/TERM REFINANCE 0 51.33 600,000.00 0
5797227 Single Family 1 Primary RATE/TERM REFINANCE 0 74.63 670,000.00 0
5797238 Single Family 1 Primary RATE/TERM REFINANCE 0 67.66 770,000.00 0
5799732 Single Family 1 Primary CASH OUT REFINANCE 438,235.65 70.00 640,000.00 0
5805096 Single Family 1 Vacation RATE/TERM REFINANCE 0 54.22 1,800,000.00 0
5808811 Single Family 1 Primary PURCHASE 0 70.00 1,412,500.00 1,412,500.00
5813469 Single Family 1 Primary RATE/TERM REFINANCE 0 61.86 430,000.00 0
5836486 Single Family 1 Primary RATE/TERM REFINANCE 2,112.54 72.00 375,000.00 0
5845738 Single Family 1 Primary RATE/TERM REFINANCE 0 79.08 925,000.00 0
5854310 Single Family 1 Primary CASH OUT REFINANCE 4,382.00 72.18 360,000.00 0
5855979 Single Family 1 Primary RATE/TERM REFINANCE 0 57.78 450,000.00 0
5857090 Single Family 1 Primary RATE/TERM REFINANCE 111.13 59.00 1,000,000.00 0
5857613 Single Family 1 Primary RATE/TERM REFINANCE 92.34 78.00 275,000.00 0
5878908 Single Family 1 Primary RATE/TERM REFINANCE 0 68.79 330,000.00 0
5897527 Single Family 1 Primary RATE/TERM REFINANCE 0 89.28 265,000.00 0
5898235 Single Family 1 Primary RATE/TERM REFINANCE 0 65.68 405,000.00 0
5952556 Single Family 1 Primary CASH OUT REFINANCE 51,223.21 72.70 337,000.00 0
5962470 Single Family 1 Primary RATE/TERM REFINANCE 0 74.28 875,000.00 0
5967076 Single Family 1 Primary CASH OUT REFINANCE 33,941.40 57.69 2,600,000.00 0
5993134 CONDO 1 Primary PURCHASE 0 68.27 1,280,000.00 1,245,000.00
5996460 Single Family 1 Primary CASH OUT REFINANCE 228,922.64 75.00 318,000.00 0
6460309 Single Family 1 Primary RATE/TERM REFINANCE 0 58.92 645,000.00 0
6471098 CONDO 1 Primary PURCHASE 0 90.00 375,000.00 325,000.00
6471940 Single Family 1 Primary PURCHASE 0 60.00 385,000.00 380,000.00
6474653 Single Family 1 Primary RATE/TERM REFINANCE 0 79.77 262,000.00 0
6475656 Single Family 1 Primary RATE/TERM REFINANCE 0 74.25 435,000.00 0
6476568 Multi Family 2 Primary RATE/TERM REFINANCE 409.44 73.68 570,000.00 0
6477560 Single Family 1 Primary PURCHASE 0 75.00 345,000.00 345,000.00
6482378 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 315,000.00 0
6482403 CONDO 1 Primary CASH OUT REFINANCE 92,565.00 60.00 550,000.00 0
6486630 Single Family 1 Primary CASH OUT REFINANCE 15,978.86 63.83 470,000.00 0
6487112 Single Family 1 Primary RATE/TERM REFINANCE 0 76.00 315,000.00 0
6487779 Single Family 1 Primary CASH OUT REFINANCE 316,840.00 62.50 1,200,000.00 0
6489548 Single Family 1 Primary RATE/TERM REFINANCE 0 55.06 445,000.00 0
<CAPTION>
Serv.
Loan Fee PO %
<S> <C> <C>
5399381 0.20 4.643%
5463470 0.25 0.000%
5493288 0.20 2.857%
5588657 0.25 0.000%
5774200 0.20 1.071%
5783878 0.25 0.000%
5789036 0.25 0.000%
5789604 0.20 4.643%
5789896 0.20 2.857%
5797227 0.20 8.214%
5797238 0.20 8.214%
5799732 0.20 6.429%
5805096 0.25 0.000%
5808811 0.20 1.071%
5813469 0.25 0.000%
5836486 0.20 8.214%
5845738 0.25 0.000%
5854310 0.25 0.000%
5855979 0.20 2.857%
5857090 0.20 4.643%
5857613 0.25 0.000%
5878908 0.25 0.000%
5897527 0.20 4.643%
5898235 0.25 0.000%
5952556 0.25 0.000%
5962470 0.25 0.000%
5967076 0.20 4.643%
5993134 0.20 8.214%
5996460 0.25 0.000%
6460309 0.25 0.000%
6471098 0.25 0.000%
6471940 0.25 0.000%
6474653 0.25 0.000%
6475656 0.25 0.000%
6476568 0.20 4.643%
6477560 0.25 0.000%
6482378 0.25 0.000%
6482403 0.25 0.000%
6486630 0.25 0.000%
6487112 0.25 0.000%
6487779 0.25 0.000%
6489548 0.25 0.000%
</TABLE>
<PAGE> 131
MORSERV 1996-1 Loan Schedule Page 13
<TABLE>
<CAPTION>
Loan Name Street City Zip
<S> <C> <C> <C> <C>
6490128 VINCENT M. D'AMICO 309 PACIFIC WALK SALTAIRE, NY 11706-0000
6492247 RICHARD COHEN 382 CENTRAL PRK W APT 19C NEW YORK, NY 10025-0000
6492826 HERMAN STERN 199 HIGHWOOD AVENUE TENAFLY, NJ 07670-0000
6493465 MARC J. LUST 3 WESTWOOD COURT HARRISON, NY 10528-0000
6496532 LAURENCE MATLICK 10 OAK LANE SCARSDALE, NY 10583-0000
6500130 JOSHUA FOX 51 HERRICK DRIVE LAWRENCE, NY 11559-0000
6501075 WILLIAM P. FUREY 253 GREENE AVE SAYVILLE, NY 11782-0000
6501665 MURRAY STARK 5 FAIRY LANE MAHOPAC, NY 10541-0000
6501916 RALPH GUNDERMAN 138 MILLARD AVE N TARRYTOWN, NY 10591-0000
6502271 HOWARD BLOOM 300 EAST 33RD ST #21M NEW YORK, NY 10016-0000
6503230 DAVID ESKREIS 56 ARLEIGH RD GREAT NECK, NY 11021-0000
6504685 ANTHONY M. LIEDTKE 18 JEFFERSON LANDING CIRC PORT JEFFERSON, NY 11777-0000
6505699 FRED TODINO 852 SHORE DR BRONX, NY 10465-0000
6506283 PATTI COLBOURN 151 CHRISTOPHER ST MONTCLAIR, NJ 07042-0000
6506374 MARGARET MCNAMEE 307 MONMOUTH AVENUE SPRING LAKE, NJ 07762-0000
6508530 THOMAS J. MCKEE 221 SHARP HILL RD. WILTON, CT 06897-0000
6510032 MARK LISS 22 LANGDON TERRACE BRONXVILLE, NY 10708-0000
6510757 STEPHEN M. HARACZ RT 202 RD # 2 SOMERS, NY 10589-0000
6514962 RICHARD Y. SMITH III 127 EVERGREEN AVE. RYE, NY 10580-0000
6516458 PAUL FEENEY 1405 PARK LANE PELHAM MANOR, NY 10803-0000
6523500 MEL LEDERMAN 37 VERNON ROAD SCARSDALE, NY 10583-0000
6529347 JOHN W. TARBELL JR 5 SHORE ROAD REMSENBURG, NY 11960-0000
6554606 ROBERT THIELE 58 WEST 58TH STREET #18C NEW YORK, NY 10019-0000
6556317 DANIEL ULMER 78 NORDEN STREET STATEN ISLAND, NY 10304-0000
6559188 ERIC BERLINER 131 PIERMONT AVENUE HEWLETT BAY PARK, NY 11557-0000
6565103 DOROTHY A. LACHER 432 FOURTH STREET BROOKLYN, NY 11215-0000
6566004 JOHN J. SOFIA JR 16 HERONS COURT WATER MILL, NY 11976-0000
6583273 YOCHANAN COHEN 205 EAST 63RD ST. #3B NEW YORK, NY 10021-0000
6588164 PATRICK BOUSQUET-CHAVANNE 66 OLD TOWN CROSSING SOUTHAMPTON, NY 11968-0000
6594790 DHANVANT M. RATHOD 1313 MERCEDES STREET TEANECK, NJ 07666-0000
6616204 LESTRINO BACQUIRAN FOREST ST. ALPINE, NJ 07620-0000
6616328 CHUNG K. CHEN 36 HAVILANDS LANE WHITE PLAINS, NY 10605-0000
6620256 IAIN A. HEGGIE 1 SOUTH MOUNTAIN TERRACE MONTCLAIR, NJ 07042-0000
6620369 NEIL L. COHEN 2054 PEARSON STREET BROOKLYN, NY 11234-0000
6623345 FRANCIS E. ARCARO JR 415 E 37TH STREET APT 23L NEW YORK, NY 10016-0000
6626900 RASHID FAWWAZ 231 SECOR LANE PELHAM MANOR, NY 10803-0000
6628972 PETER REITER 46 WEST 91ST STREET NEW YORK, NY 10024-0000
6629578 JOHN K. KABAY 128 GREAT HILL RD SHORT HILLS, NJ 07078-0000
6631842 BARBARA CORCORAN 265 QUAKER HILL ROAD PAWLING, NY 12564-0000
6632470 KRISTOFF S. LINN 14 FALCON'S RIDGE CIRCLE HOLMDEL, NJ 07733-0000
6633010 BRIAN M. BALLWEG 2 WYATT ROAD GARDEN CITY, NY 11530-0000
6635956 ROBERT T. WASKY 58 MAPLE AVENUE MADISON, NJ 07940-0000
<CAPTION>
Loan County Loan Amt UPB June 1 Balance
<S> <C> <C> <C> <C>
6490128 Suffolk 300,000.00 250,310.62 250,310.62
6492247 New York 243,350.00 204,058.11 203,096.57
6492826 Bergen 325,000.00 272,525.07 271,240.92
6493465 Westchester 265,000.00 223,656.52 222,635.03
6496532 Westchester 410,000.00 337,489.23 335,815.35
6500130 Nassau 407,000.00 338,118.87 336,489.28
6501075 Suffolk 262,500.00 203,280.00 202,128.81
6501665 Westchester 420,000.00 349,435.14 349,435.14
6501916 Westchester 250,000.00 208,646.75 207,652.25
6502271 New York 300,000.00 255,838.95 254,677.58
6503230 Nassau 444,000.00 374,053.68 372,311.14
6504685 Suffolk 243,750.00 205,049.49 204,098.08
6505699 Bronx 350,000.00 292,662.91 291,253.08
6506283 Essex 320,000.00 234,718.85 233,224.15
6506374 Monmouth 229,000.00 179,182.38 179,182.38
6508530 Fairfield 240,000.00 204,004.63 203,086.28
6510032 Westchester 268,000.00 224,599.32 223,543.46
6510757 Westchester 275,000.00 230,222.08 229,140.91
6514962 Westchester 250,000.00 210,615.73 209,634.56
6516458 Westchester 400,000.00 343,152.59 341,644.29
6523500 Westchester 266,000.00 226,183.27 225,165.99
6529347 Suffolk 275,000.00 232,776.90 231,682.47
6554606 New York 215,000.00 183,053.10 183,053.10
6556317 Richmond 232,000.00 196,645.32 195,735.39
6559188 Nassau 300,000.00 252,738.95 251,561.55
6565103 Kings 250,000.00 146,207.26 144,784.09
6566004 Suffolk 296,000.00 252,841.61 251,731.32
6583273 New York 229,000.00 194,721.45 193,845.67
6588164 Suffolk 328,000.00 280,148.19 278,902.62
6594790 Bergen 288,000.00 245,637.41 244,550.10
6616204 Bergen 361,300.00 316,212.92 314,888.37
6616328 Westchester 300,000.00 259,638.89 258,508.21
6620256 Essex 300,000.00 257,767.21 256,613.46
6620369 Kings 297,000.00 243,255.91 242,043.19
6623345 New York 294,000.00 254,395.69 253,287.28
6626900 Westchester 235,000.00 204,263.33 203,383.58
6628972 New York 425,000.00 359,664.21 357,964.97
6629578 Essex 328,000.00 168,122.52 166,126.85
6631842 Dutchess 280,000.00 241,652.52 240,582.70
6632470 Monmouth 260,000.00 217,699.09 216,645.22
6633010 Nassau 308,000.00 263,091.07 261,874.61
6635956 Morris 220,000.00 187,053.09 186,178.85
</TABLE>
<PAGE> 132
MORSERV 1996-1 Loan Schedule Page 14
<TABLE>
<CAPTION>
Sch Rem Act Rem First Final
Loan Age Term Term Term Rate PI Closed Payment Payment Paid To
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6490128 48 180 132 132 7.750 2,823.83 13-May-92 01-Jul-92 01-Jun-2007 01-Jun-96
6492247 49 180 131 131 8.125 2,343.18 30-Apr-92 01-Jun-92 01-May-2007 01-May-96
6492826 49 180 131 131 8.125 3,129.37 03-Apr-92 01-Jun-92 01-May-2007 01-May-96
6493465 49 180 131 131 8.625 2,629.02 16-Apr-92 01-Jun-92 01-May-2007 01-May-96
6496532 52 180 128 128 7.875 3,888.65 30-Jan-92 01-Mar-92 01-Feb-2007 01-May-96
6500130 49 180 131 129 8.125 3,918.94 09-Apr-92 01-Jun-92 01-May-2007 01-May-96
6501075 48 180 132 116 8.125 2,527.57 20-May-92 01-Jul-92 01-Jun-2007 01-May-96
6501665 48 180 132 132 7.250 3,849.25 27-May-92 01-Jul-92 01-Jun-2007 01-Jun-96
6501916 50 180 130 130 8.125 2,407.21 19-Mar-92 01-May-92 01-Apr-2007 01-May-96
6502271 45 180 135 135 8.000 2,866.96 14-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
6503230 48 180 132 132 8.125 4,275.20 12-May-92 01-Jul-92 01-Jun-2007 01-May-96
6504685 49 180 131 131 8.375 2,382.48 01-May-92 01-Jun-92 01-May-2007 01-May-96
6505699 48 180 132 132 7.625 3,269.46 28-May-92 01-Jul-92 01-Jun-2007 01-May-96
6506283 48 180 132 107 7.875 3,035.04 18-May-92 01-Jul-92 01-Jun-2007 01-May-96
6506374 49 180 131 117 8.500 2,255.06 20-Apr-92 01-Jun-92 01-May-2007 01-Jun-96
6508530 47 180 133 133 8.500 2,363.38 29-Jun-92 01-Aug-92 01-Jul-2007 01-May-96
6510032 49 180 131 131 8.250 2,599.98 06-Apr-92 01-Jun-92 01-May-2007 01-May-96
6510757 50 180 130 130 8.375 2,687.93 31-Mar-92 01-May-92 01-Apr-2007 01-May-96
6514962 48 180 132 132 8.125 2,407.21 01-Jun-92 01-Jul-92 01-Jun-2007 01-May-96
6516458 45 180 135 135 8.500 3,938.96 11-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
6523500 47 180 133 133 8.500 2,619.41 23-Jun-92 01-Aug-92 01-Jul-2007 01-May-96
6529347 45 180 135 135 7.500 2,549.29 24-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
6554606 46 180 134 133 9.000 2,180.68 09-Jul-92 01-Sep-92 01-Aug-2007 01-Jun-96
6556317 46 180 134 134 7.875 2,200.41 17-Jul-92 01-Sep-92 01-Aug-2007 01-May-96
6559188 48 180 132 132 8.125 2,888.65 01-Jun-92 01-Jul-92 01-Jun-2007 01-May-96
6565103 47 180 133 77 8.375 2,443.57 17-Jun-92 01-Aug-92 01-Jul-2007 01-May-96
6566004 47 180 133 133 8.875 2,980.26 26-Jun-92 01-Aug-92 01-Jul-2007 01-May-96
6583273 47 180 133 133 8.500 2,255.06 29-Jun-92 01-Aug-92 01-Jul-2007 01-May-96
6588164 46 180 134 134 8.500 3,229.95 21-Jul-92 01-Sep-92 01-Aug-2007 01-May-96
6594790 47 180 133 133 8.750 2,878.42 01-Jul-92 01-Aug-92 01-Jul-2007 01-May-96
6616204 40 180 140 140 8.375 3,531.45 04-Jan-93 01-Mar-93 01-Feb-2008 01-May-96
6616328 42 180 138 138 8.125 2,888.65 30-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
6620256 43 180 137 137 7.875 2,845.35 02-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
6620369 44 180 136 126 8.125 2,859.77 16-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
6623345 42 180 138 138 8.125 2,830.88 24-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
6626900 41 180 139 139 8.125 2,262.78 17-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6628972 45 180 135 135 7.375 3,909.68 27-Aug-92 01-Oct-92 01-Sep-2007 01-May-96
6629578 43 180 137 67 7.625 3,063.95 09-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
6631842 42 180 138 138 7.875 2,655.66 10-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
6632470 43 180 137 133 7.375 2,391.81 08-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
6633010 43 180 137 137 7.375 2,833.37 16-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
6635956 44 180 136 136 7.375 2,023.84 24-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
<CAPTION>
Loan Document Type MI Company
<S> <C> <C>
6490128 Full Doc NEITHER FHA OR PMI
6492247 Full Doc NEITHER FHA OR PMI
6492826 No Income NEITHER FHA OR PMI
6493465 Full Doc NEITHER FHA OR PMI
6496532 Full Doc NEITHER FHA OR PMI
6500130 Full Doc NEITHER FHA OR PMI
6501075 Full Doc NEITHER FHA OR PMI
6501665 Full Doc NEITHER FHA OR PMI
6501916 Full Doc NEITHER FHA OR PMI
6502271 No Income/No Asset NEITHER FHA OR PMI
6503230 Full Doc NEITHER FHA OR PMI
6504685 Full Doc NEITHER FHA OR PMI
6505699 Full Doc NEITHER FHA OR PMI
6506283 Full Doc NEITHER FHA OR PMI
6506374 Full Doc NEITHER FHA OR PMI
6508530 Full Doc NEITHER FHA OR PMI
6510032 Full Doc NEITHER FHA OR PMI
6510757 Full Doc G.E. MORTGAGE INSUARNCE CO
6514962 Full Doc NEITHER FHA OR PMI
6516458 Full Doc NEITHER FHA OR PMI
6523500 Full Doc NEITHER FHA OR PMI
6529347 Full Doc NEITHER FHA OR PMI
6554606 Full Doc NEITHER FHA OR PMI
6556317 No Income/No Asset NEITHER FHA OR PMI
6559188 Full Doc NEITHER FHA OR PMI
6565103 Full Doc NEITHER FHA OR PMI
6566004 Full Doc NEITHER FHA OR PMI
6583273 No Income NEITHER FHA OR PMI
6588164 Full Doc NEITHER FHA OR PMI
6594790 Full Doc NEITHER FHA OR PMI
6616204 No Income NEITHER FHA OR PMI
6616328 Full Doc NEITHER FHA OR PMI
6620256 Full Doc NEITHER FHA OR PMI
6620369 Full Doc G.E. MORTGAGE INSUARNCE CO
6623345 Full Doc NEITHER FHA OR PMI
6626900 Full Doc NEITHER FHA OR PMI
6628972 Full Doc NEITHER FHA OR PMI
6629578 Full Doc NEITHER FHA OR PMI
6631842 Full Doc NEITHER FHA OR PMI
6632470 Full Doc NEITHER FHA OR PMI
6633010 Full Doc NEITHER FHA OR PMI
6635956 Full Doc NEITHER FHA OR PMI
</TABLE>
<PAGE> 133
MORSERV 1996-1 Loan Schedule Page 15
<TABLE>
<CAPTION>
Cash Out
Loan PropType Units OccType Purpose Amt LTV Appraisal Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6490128 Single Family 1 Vacation RATE/TERM REFINANCE 0 68.97 435,000.00 0
6492247 CONDO 1 Primary RATE/TERM REFINANCE 0 61.30 397,000.00 0
6492826 Single Family 1 Primary PURCHASE 0 65.00 505,000.00 500,000.00
6493465 Single Family 1 Primary RATE/TERM REFINANCE 0 43.44 610,000.00 0
6496532 Single Family 1 Primary PURCHASE 0 48.18 855,000.00 851,000.00
6500130 Single Family 1 Primary RATE/TERM REFINANCE 0 76.08 535,000.00 0
6501075 Single Family 1 Primary PURCHASE 0 75.00 350,000.00 350,000.00
6501665 Single Family 1 Primary CASH OUT REFINANCE 415,464.70 71.19 590,000.00 0
6501916 Single Family 1 Primary CASH OUT REFINANCE 158,493.97 50.00 500,000.00 0
6502271 CONDO 1 Primary RATE/TERM REFINANCE 0 34.48 870,000.00 0
6503230 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 555,000.00 0
6504685 Single Family 1 Primary CASH OUT REFINANCE 46,487.01 75.00 325,000.00 0
6505699 Single Family 1 Primary RATE/TERM REFINANCE 0 73.68 475,000.00 0
6506283 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 400,000.00 0
6506374 Single Family 1 Vacation CASH OUT REFINANCE 226,997.00 76.33 300,000.00 0
6508530 Single Family 1 Primary CASH OUT REFINANCE 2,801.62 64.00 375,000.00 0
6510032 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 335,000.00 0
6510757 Single Family 1 Primary PURCHASE 0 88.71 310,000.00 310,000.00
6514962 Single Family 1 Primary CASH OUT REFINANCE 57,729.25 27.78 900,000.00 0
6516458 Single Family 1 Primary RATE/TERM REFINANCE 0 68.38 585,000.00 0
6523500 Single Family 1 Primary RATE/TERM REFINANCE 0 59.11 450,000.00 0
6529347 Single Family 1 Primary RATE/TERM REFINANCE 0 76.39 360,000.00 0
6554606 CONDO 1 Primary RATE/TERM REFINANCE 0 74.14 290,000.00 0
6556317 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 290,000.00 0
6559188 Single Family 1 Primary RATE/TERM REFINANCE 0 32.26 930,000.00 0
6565103 Single Family 1 Primary CASH OUT REFINANCE 18,284.98 65.79 380,000.00 0
6566004 Single Family 1 Vacation PURCHASE 0 80.00 375,000.00 370,000.00
6583273 COOP 1 Primary RATE/TERM REFINANCE 0 65.43 350,000.00 0
6588164 Single Family 1 Vacation PURCHASE 0 80.00 420,000.00 410,000.00
6594790 Single Family 1 Primary CASH OUT REFINANCE 90,476.00 80.00 360,000.00 0
6616204 Multi Family 3 Primary RATE/TERM REFINANCE 0 71.55 505,000.00 0
6616328 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 400,000.00 0
6620256 Single Family 1 Primary RATE/TERM REFINANCE 0 74.07 405,000.00 0
6620369 Multi Family 2 Primary RATE/TERM REFINANCE 0 90.00 330,000.00 0
6623345 CONDO 1 Primary RATE/TERM REFINANCE 0 55.47 530,000.00 0
6626900 Single Family 1 Primary RATE/TERM REFINANCE 1,278.00 36.15 650,000.00 0
6628972 Multi Family 2 Primary RATE/TERM REFINANCE 0 51.21 830,000.00 0
6629578 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 410,000.00 0
6631842 Single Family 1 Primary RATE/TERM REFINANCE 0 71.80 390,000.00 0
6632470 Single Family 1 Primary RATE/TERM REFINANCE 0 62.65 415,000.00 0
6633010 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 385,000.00 0
6635956 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 275,000.00 0
<CAPTION>
Serv.
Loan Fee PO %
<S> <C> <C>
6490128 0.25 0.000%
6492247 0.25 0.000%
6492826 0.25 0.000%
6493465 0.25 0.000%
6496532 0.25 0.000%
6500130 0.25 0.000%
6501075 0.25 0.000%
6501665 0.25 0.000%
6501916 0.25 0.000%
6502271 0.25 0.000%
6503230 0.25 0.000%
6504685 0.25 0.000%
6505699 0.25 0.000%
6506283 0.25 0.000%
6506374 0.25 0.000%
6508530 0.25 0.000%
6510032 0.25 0.000%
6510757 0.25 0.000%
6514962 0.25 0.000%
6516458 0.25 0.000%
6523500 0.25 0.000%
6529347 0.25 0.000%
6554606 0.25 0.000%
6556317 0.25 0.000%
6559188 0.25 0.000%
6565103 0.25 0.000%
6566004 0.25 0.000%
6583273 0.25 0.000%
6588164 0.25 0.000%
6594790 0.25 0.000%
6616204 0.25 0.000%
6616328 0.25 0.000%
6620256 0.25 0.000%
6620369 0.25 0.000%
6623345 0.25 0.000%
6626900 0.25 0.000%
6628972 0.25 0.000%
6629578 0.25 0.000%
6631842 0.25 0.000%
6632470 0.25 0.000%
6633010 0.25 0.000%
6635956 0.25 0.000%
</TABLE>
<PAGE> 134
MORSERV 1996-1 Loan Schedule Page 16
<TABLE>
<CAPTION>
Loan Name Street City Zip
<S> <C> <C> <C> <C>
6635990 WARREN FISCHER 5 KILBORN LANE BEDFORD, NY 10506-0000
6636835 JOSEPH MCNALLY 52 VILLARD AVENUE HASTINGS ON HUDSON, NY 10706-0000
6637678 YONG H. OH 41 ANDREW ROAD MANHASSET, NY 11030-0000
6638808 DAVID GREENBERG 27 NORTHWOOD LANE WOODMERE, NY 11598-0000
6638841 KEVIN E. RAPHAEL 513 BEACH 136TH STREET BELLE HARBOR, NY 11694-0000
6641890 BRUCE A. FINESTONE 5 GEORGIAN COURT EAST HILLS, NY 11576-0000
6641960 LESLIE D. GOLDBERG KEELER LANE NORTH SALEM, NY 10560-0000
6643535 EDWARD A. TORIELLO 841 PRESIDENT STREET BROOKLYN, NY 11215-0000
6648743 DOMINIC TRENTADUE GAGE ROAD, RD#5 BREWSTER, NY 10509-0000
6649768 WILLIAM R. MAASS 245 BRIDLE PATH LANE NEW CANAAN, CT 06840-0000
6651737 DAVID KETTIG 10 BYRON LANE LARCHMONT, NY 10538-0000
6654531 DAVID C. LINTON 11 POST LANE SOUTH TALLMAN, NY 10952-0000
6654757 GIL BREINES 20 BURNHAM LANE DIX HILLS, NY 11746-0000
6656650 WILLIAM I. FOWKES 119 PONDFIELD ROAD WEST BRONXVILLE, NY 10708-0000
6657267 STEPHEN NEDELCU 77-27 KEW FOREST LANE FOREST HILLS, NY 11375-0000
6658248 NICHOLAS SOTELL 95 FOURTH STREET GARDEN CITY, NY 11530-0000
6658430 JOSEPH P. GEHEGAN JR 477 LAUREL LANE SMOKE RIS KINNELON, NJ 07450-0000
6661526 LENORE A. MINERVA KNOLLWOOD ROAD EXTENSION ELMSFORD, NY 10523-0000
6661741 EDWARD T. CAPLAN 330 EAST 38TH STREET, 36B NEW YORK, NY 10016-0000
6662085 THOMAS R. KELLY 21 OAK HILL ROAD CHAPPAQUA, NY 10514-0000
6663260 RAYMOND M. JASSIN 38 BUNKERHILL DRIVE HUNTINGTON, NY 11743-0000
6664863 LEONARD RUDOLPH 16 MERIT LANE JERICHO, NY 11753-0000
6668707 ROBERT D. SHLIEN 383 HAMPSHIRE COURT WYCKOFF, NJ 07481-0000
6669244 GERARD J. KELLY 6 GLENMERE DRIVE CHATHAM TWP, NJ 07928-0000
6669437 PETER NASTASI 126 HIGH STREET EMERSON, NJ 07630-0000
6670017 JAMES SCOROPOSKI 237 CENTRE ISLAND RD. CENTRE ISLAND, NY 11771-0000
6670119 SALVATORE LOMONACO 36 STONEYSIDE DRIVE LARCHMONT, NY 10538-0000
6670287 PETER DREYFUSS 60 LAKE VIEW COURT SOUTHAMPTON, NY 11968-0000
6670403 CONSTANTINE ALETRAS 117 SOUTH IRVING STREET RIDGEWOOD, NJ 07450-0000
6671916 WAYNE J. BODAMER 2 SILVER BEECH COURT POQUOTT, NY 11733-0000
6672373 RONALD RICHMAN 12 PACKARD COURT RYE, NY 10580-0000
6672781 ALAN MARDER 2384 LINDENMERE DRIVE MERRICK, NY 11566-0000
6674663 PATRICK A. NAUGHTON 112 WICKHAM ROAD GARDEN CITY, NY 11530-0000
6676614 BARRY LEFKOWITZ 314 DEMOTT AVENUE ROCKVILLE CNTR, NY 11570-0000
6678212 ROY PICK 101 WILSON PL. PLAINVIEW, NY 11803-0000
6678948 LEO H. BRESSMAN 47 BURNET HILL ROAD LIVINGSTON, NJ 07039-0000
6679485 SHEILA L. MCDOUGAL 66 SOUTH LEWIS PLACE ROCKVILLE CENTRE, NY 11570-0000
6679962 WILLIAM H. SWAN 15 LAFAYETTE COURT #6A GREENWICH, CT 06830-0000
6680575 JOSEPH GALLO 237 HARBOR ROAD SANDSPOINT, NY 11050-0000
6681363 JEFFREY KORSH 265 LAUREL LANE LAUREL HOLLOW NY 11791-0000
6683063 EUGENE MOEHLE 31 BEAVER DAM DRIVE EAST BRUNSWICK, NJ 08816-0000
6686276 LOUIS M. PITCH 16 MARIONS LANE FORT SALONGA, NY 11768-0000
<CAPTION>
Loan County Loan Amt UPB June 1 Balance
<S> <C> <C> <C> <C>
6635990 Westchester 325,000.00 277,920.89 276,645.10
6636835 Westchester 369,000.00 316,593.57 315,164.93
6637678 Nassau 270,000.00 230,631.74 229,565.36
6638808 Nassau 423,000.00 368,396.12 368,396.12
6638841 Queens 255,000.00 218,819.86 217,818.88
6641890 Nassau 300,000.00 258,547.05 257,393.00
6641960 Westchester 408,000.00 352,693.01 351,122.82
6643535 Kings 460,000.00 398,197.28 396,439.10
6648743 Putnam 309,000.00 253,872.44 252,580.79
6649768 Fairfield 300,000.00 256,638.42 255,461.37
6651737 Westchester 270,000.00 231,653.63 230,608.28
6654531 Rockland 260,000.00 221,284.19 222,282.65
6654757 Suffolk 330,000.00 273,245.23 271,917.81
6656650 Westchester 311,000.00 265,843.83 264,622.34
6657267 Queens 232,000.00 197,556.84 197,556.84
6658248 Nassau 430,000.00 371,109.00 369,466.06
6658430 Morris 270,000.00 234,366.96 233,349.14
6661526 Westchester 420,000.00 365,386.44 363,823.88
6661741 New York 250,000.00 186,092.03 186,092.03
6662085 Westchester 283,500.00 245,758.76 244,682.69
6663260 Suffolk 247,500.00 215,187.28 214,247.37
6664863 Nassau 251,000.00 215,354.84 215,354.84
6668707 Bergen 304,000.00 261,937.38 260,750.63
6669244 Morris 244,800.00 209,972.00 209,010.47
6669437 Bergen 345,000.00 298,647.60 297,328.96
6670017 Nassau 810,000.00 700,199.96 697,082.69
6670119 Westchester 300,000.00 259,693.80 258,547.16
6670287 Suffolk 211,000.00 185,202.06 185,202.06
6670403 Bergen 300,000.00 260,925.28 259,769.11
6671916 Suffolk 250,000.00 214,839.80 213,865.01
6672373 Westchester 390,000.00 335,632.43 334,121.98
6672781 Nassau 280,000.00 241,365.26 240,272.86
6674663 Nassau 300,000.00 257,793.55 256,623.72
6676614 Nassau 364,000.00 304,843.06 304,843.06
6678212 Nassau 236,000.00 196,450.01 195,493.74
6678948 Essex 250,000.00 215,808.54 214,839.80
6679485 Nassau 336,000.00 290,046.89 288,744.91
6679962 Fairfield 380,000.00 328,029.51 326,557.04
6680575 Nassau 600,000.00 524,614.89 522,366.98
6681363 Nassau 370,000.00 310,878.17 309,409.04
6683063 Middlesex 230,000.00 197,937.10 197,046.33
6686276 Suffolk 281,000.00 243,246.41 242,172.39
</TABLE>
<PAGE> 135
MORSERV 1996-1 Loan Schedule Page 17
<TABLE>
<CAPTION>
Sch Rem Act Rem First Final
Loan Age Term Term Term Rate PI Closed Payment Payment Paid To
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6635990 43 180 137 137 7.500 3,012.80 29-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
6636835 43 180 137 137 7.750 3,473.31 29-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
6637678 43 180 137 137 7.375 2,483.80 30-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
6638808 38 180 142 142 7.500 3,921.27 03-Mar-93 01-May-93 01-Apr-2008 01-Jun-96
6638841 42 180 138 138 7.375 2,345.81 13-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
6641890 42 180 138 138 7.750 2,823.83 30-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
6641960 41 180 139 139 7.625 3,811.26 31-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6643535 41 180 139 139 7.750 4,329.87 07-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6648743 41 180 139 130 7.125 2,799.02 16-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6649768 43 180 137 137 7.500 2,781.04 28-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
6651737 43 180 137 137 7.750 2,541.45 26-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
6654531 42 180 138 136 8.125 2,503.50 12-Nov-92 01-Jan-93 01-Dec-2007 01-Jul-96
6654757 41 180 139 128 8.125 3,177.52 17-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6656650 43 180 137 137 7.500 2,883.01 23-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
6657267 43 180 137 137 7.500 2,150.67 29-Oct-92 01-Dec-92 01-Nov-2007 01-Jun-96
6658248 42 180 138 138 7.875 4,078.34 25-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
6658430 41 180 139 139 8.000 2,580.27 21-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6661526 41 180 139 139 8.250 4,074.59 04-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6661741 42 180 138 111 7.750 2,353.19 04-Nov-92 01-Jan-93 01-Dec-2007 01-Jun-96
6662085 41 180 139 139 7.875 2,688.86 10-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6663260 40 180 140 140 7.750 2,329.66 05-Jan-93 01-Mar-93 01-Feb-2008 01-May-96
6664863 41 180 139 138 7.875 2,380.61 15-Dec-92 01-Feb-93 01-Jan-2008 01-Jun-96
6668707 41 180 139 139 7.375 2,796.57 08-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6669244 42 180 138 138 7.375 2,251.98 05-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
6669437 41 180 139 139 7.750 3,247.41 24-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6670017 41 180 139 139 7.625 7,566.46 08-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6670119 41 180 139 139 7.750 2,823.83 03-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6670287 38 180 142 142 8.250 2,047.00 05-Mar-93 01-May-93 01-Apr-2008 01-Jun-96
6670403 39 180 141 141 7.375 2,759.77 05-Feb-93 01-Apr-93 01-Mar-2008 01-May-96
6671916 42 180 138 138 7.500 2,317.54 09-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
6672373 42 180 138 138 7.625 3,643.11 05-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
6672781 41 180 139 139 7.375 2,575.79 11-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6674663 42 180 138 138 7.500 2,781.04 05-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
6676614 42 180 138 133 7.750 3,426.25 12-Nov-92 01-Jan-93 01-Dec-2007 01-Jun-96
6678212 40 180 140 131 7.625 2,204.55 28-Jan-93 01-Mar-93 01-Feb-2008 01-May-96
6678948 41 180 139 139 7.500 2,317.54 11-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6679485 41 180 139 139 7.500 3,114.77 28-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6679962 41 180 139 139 7.500 3,522.65 17-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6680575 39 180 141 141 7.875 5,690.70 04-Feb-93 01-Apr-93 01-Mar-2008 01-May-96
6681363 42 180 138 132 7.875 3,509.27 18-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
6683063 42 180 138 138 7.625 2,148.50 02-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
6686276 41 180 139 139 7.750 2,644.99 28-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
<CAPTION>
Loan Document Type MI Company
<S> <C> <C>
6635990 Full Doc NEITHER FHA OR PMI
6636835 Full Doc NEITHER FHA OR PMI
6637678 Full Doc NEITHER FHA OR PMI
6638808 Full Doc NEITHER FHA OR PMI
6638841 Full Doc NEITHER FHA OR PMI
6641890 No Income/No Asset NEITHER FHA OR PMI
6641960 Full Doc NEITHER FHA OR PMI
6643535 Full Doc NEITHER FHA OR PMI
6648743 Full Doc NEITHER FHA OR PMI
6649768 Full Doc NEITHER FHA OR PMI
6651737 Full Doc NEITHER FHA OR PMI
6654531 Full Doc NEITHER FHA OR PMI
6654757 No Income NEITHER FHA OR PMI
6656650 Full Doc G.E. MORTGAGE INSUARNCE CO
6657267 Full Doc NEITHER FHA OR PMI
6658248 Full Doc NEITHER FHA OR PMI
6658430 Full Doc NEITHER FHA OR PMI
6661526 Full Doc NEITHER FHA OR PMI
6661741 Full Doc NEITHER FHA OR PMI
6662085 Full Doc G.E. MORTGAGE INSUARNCE CO
6663260 Full Doc NEITHER FHA OR PMI
6664863 Full Doc NEITHER FHA OR PMI
6668707 Full Doc NEITHER FHA OR PMI
6669244 Full Doc G.E. MORTGAGE INSUARNCE CO
6669437 Full Doc G.E. MORTGAGE INSUARNCE CO
6670017 No Income/No Asset NEITHER FHA OR PMI
6670119 Full Doc NEITHER FHA OR PMI
6670287 Full Doc NEITHER FHA OR PMI
6670403 Full Doc NEITHER FHA OR PMI
6671916 Full Doc NEITHER FHA OR PMI
6672373 Full Doc NEITHER FHA OR PMI
6672781 No Income/No Asset G.E. MORTGAGE INSUARNCE CO
6674663 Full Doc NEITHER FHA OR PMI
6676614 Full Doc NEITHER FHA OR PMI
6678212 Full Doc NEITHER FHA OR PMI
6678948 Full Doc NEITHER FHA OR PMI
6679485 Full Doc NEITHER FHA OR PMI
6679962 Full Doc NEITHER FHA OR PMI
6680575 Full Doc NEITHER FHA OR PMI
6681363 No Income/No Asset NEITHER FHA OR PMI
6683063 Full Doc NEITHER FHA OR PMI
6686276 No Income NEITHER FHA OR PMI
</TABLE>
<PAGE> 136
MORSERV 1996-1 Loan Schedule Page 18
<TABLE>
<CAPTION>
Cash Out
Loan PropType Units OccType Purpose Amt LTV Appraisal Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6635990 Single Family 1 Primary RATE/TERM REFINANCE 2,373.00 50.00 650,000.00 0
6636835 Single Family 1 Primary RATE/TERM REFINANCE 0 78.51 470,000.00 0
6637678 Single Family 1 Primary CASH OUT REFINANCE 7,594.68 72.00 375,000.00 0
6638808 Single Family 1 Primary RATE/TERM REFINANCE 0 78.33 540,000.00 0
6638841 Single Family 1 Primary RATE/TERM REFINANCE 0 73.70 346,000.00 0
6641890 Single Family 1 Primary RATE/TERM REFINANCE 0 52.27 574,000.00 0
6641960 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 510,000.00 0
6643535 Multi Family 2 Primary RATE/TERM REFINANCE 0 78.63 585,000.00 0
6648743 Single Family 1 Primary CASH OUT REFINANCE 3,292.71 72.71 425,000.00 0
6649768 Single Family 1 Primary RATE/TERM REFINANCE 0 48.00 625,000.00 0
6651737 Single Family 1 Primary CASH OUT REFINANCE 22,494.15 55.67 485,000.00 0
6654531 Single Family 1 Primary PURCHASE 0 80.00 325,000.00 325,000.00
6654757 Single Family 1 Primary RATE/TERM REFINANCE 0 64.71 510,000.00 0
6656650 Single Family 1 Primary CASH OUT REFINANCE 302,736.26 82.93 375,000.00 0
6657267 Single Family 1 Primary PURCHASE 0 80.00 290,000.00 290,000.00
6658248 Single Family 1 Primary PURCHASE 0 67.72 650,000.00 635,000.00
6658430 Single Family 1 Primary CASH OUT REFINANCE 58,340.12 69.23 390,000.00 0
6661526 Single Family 1 Primary CASH OUT REFINANCE 7,099.00 76.36 550,000.00 0
6661741 CONDO 1 Primary RATE/TERM REFINANCE 0 76.92 325,000.00 0
6662085 Single Family 1 Primary RATE/TERM REFINANCE 0 90.00 315,000.00 0
6663260 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 330,000.00 0
6664863 Single Family 1 Primary RATE/TERM REFINANCE 0 73.82 340,000.00 0
6668707 Single Family 1 Primary RATE/TERM REFINANCE 0 76.00 400,000.00 0
6669244 Single Family 1 Primary PURCHASE 0 90.00 274,000.00 272,000.00
6669437 Multi Family 2 Primary RATE/TERM REFINANCE 2,454.90 86.25 400,000.00 0
6670017 Single Family 1 Primary RATE/TERM REFINANCE 0 30.57 2,650,000.00 0
6670119 Single Family 1 Primary CASH OUT REFINANCE 146,870.00 75.00 400,000.00 0
6670287 Single Family 1 Vacation RATE/TERM REFINANCE 0 74.17 284,500.00 0
6670403 Single Family 1 Primary PURCHASE 0 66.67 450,000.00 450,000.00
6671916 Single Family 1 Primary PURCHASE 0 73.53 340,000.00 340,000.00
6672373 Single Family 1 Primary RATE/TERM REFINANCE 0 57.35 680,000.00 0
6672781 Single Family 1 Primary RATE/TERM REFINANCE 0 87.50 320,000.00 0
6674663 Single Family 1 Primary PURCHASE 0 70.59 430,000.00 425,000.00
6676614 Single Family 1 Primary CASH OUT REFINANCE 13,335.64 80.00 455,000.00 0
6678212 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 295,000.00 0
6678948 Single Family 1 Primary CASH OUT REFINANCE 17,675.21 72.46 345,000.00 0
6679485 Single Family 1 Primary CASH OUT REFINANCE 102,596.71 80.00 420,000.00 0
6679962 CONDO 1 Primary RATE/TERM REFINANCE 0 80.00 475,000.00 0
6680575 Single Family 1 Primary CASH OUT REFINANCE 71,442.31 42.86 1,400,000.00 0
6681363 Single Family 1 Primary RATE/TERM REFINANCE 0 71.15 520,000.00 0
6683063 Single Family 1 Primary CASH OUT REFINANCE 7,389.24 34.33 670,000.00 0
6686276 Single Family 1 Primary RATE/TERM REFINANCE 0 38.76 725,000.00 0
<CAPTION>
Serv.
Loan Fee PO %
<S> <C> <C>
6635990 0.25 0.000%
6636835 0.25 0.000%
6637678 0.25 0.000%
6638808 0.25 0.000%
6638841 0.25 0.000%
6641890 0.25 0.000%
6641960 0.25 0.000%
6643535 0.25 0.000%
6648743 0.20 1.071%
6649768 0.25 0.000%
6651737 0.25 0.000%
6654531 0.25 0.000%
6654757 0.25 0.000%
6656650 0.25 0.000%
6657267 0.25 0.000%
6658248 0.25 0.000%
6658430 0.25 0.000%
6661526 0.25 0.000%
6661741 0.25 0.000%
6662085 0.25 0.000%
6663260 0.25 0.000%
6664863 0.25 0.000%
6668707 0.25 0.000%
6669244 0.25 0.000%
6669437 0.25 0.000%
6670017 0.25 0.000%
6670119 0.25 0.000%
6670287 0.25 0.000%
6670403 0.25 0.000%
6671916 0.25 0.000%
6672373 0.25 0.000%
6672781 0.25 0.000%
6674663 0.25 0.000%
6676614 0.25 0.000%
6678212 0.25 0.000%
6678948 0.25 0.000%
6679485 0.25 0.000%
6679962 0.25 0.000%
6680575 0.25 0.000%
6681363 0.25 0.000%
6683063 0.25 0.000%
6686276 0.25 0.000%
</TABLE>
<PAGE> 137
MORSERV 1996-1 Loan Schedule Page 19
<TABLE>
<CAPTION>
Loan Name Street City Zip
<S> <C> <C> <C> <C>
6686764 RICHARD SOLLAZZO 2 WEST GATE RD. LLOYD HARBOR, NY 11743-0000
6689456 KEITH STAIMAN 6 CHESTNEY ROAD LAWRENCE, NY 11559-0000
6690160 ROBERT A. FESJIAN 660 COLONIAL AVENUE PELHAM MANOR, NY 10803-0000
6690740 RAYMOND MAGLIULO 170 SOUTH WINDSOR AVE BRIGHTWATERS, NY 11718-0000
6690761 JEFFREY ASHKIN 3 GALLATIN DRIVE DIX HILLS, NY 11746-0000
6691196 THOMAS J. LEAHY KEELER LANE NORTH SALEM, NY 10560-0000
6691673 KENNETH M. REDLER 3947 PARK AVENUE EDISON, NJ 08820-0000
6693180 DOUGLAS GREEN 299 W 12TH ST #16D NEW YORK, NY 10014-0000
6693329 DANIEL YAROM 401 E 84TH ST #21C NEW YORK, NY 10028-0000
6695619 ALEXANDER A. TOCHER 8 BLUFF VIEW COURT MILLER PLACE, NY 11764-0000
6700082 THOMAS A. MANNA 336 OAKLAND BEACH AVENUE RYE, NY 10580-0000
6701777 GENO MANNA 129 NEWMARKET ROAD GARDEN CITY, NY 11530-0000
6702849 MARK KAUFMAN 430 HENRY STREET BROOKLYN, NY 11231-0000
6705870 DEBORAH JINDELA 10 BRIARWOOD COURT EMERSON, NJ 07630-0000
6706001 JOAN HEANEY 93 WOLVER HOLLOW ROAD UPPER BROOKVILLE, NY 11545-0000
6709928 REKHA GANGULY 18 BRYCEWOOD DRIVE DIX HILLS, NY 11746-0000
6711919 MICHAEL R. IRVINE 3 JENIFER LANE COS COB, CT 06807-0000
6712514 HERSEL TORKIAN 4 WEST GILBERT ROAD KINGS POINT, NY 11024-0000
6724262 GEOFFREY BELL BARRETT CIR E,SEDGEWOOD C CARMEL, NY 10512-0000
6729380 ROBERT H. STARK 32 CONTESSA COURT PORT JEFFERSON, NY 11777-0000
6731563 MICHAEL I. THALER 124 REID AVENUE PORT WASHINGTO, NY 11050-0000
6731870 SHARON FINEMAN 588 NORTH STREET WHITE PLAINS, NY 10605-0000
6741738 MYRON W. MARDER 181 HOLIDAY BOULEVARD CTR MORICHES, NY 11934-0000
6746174 ARNOLD J. SMITH 127 TAYMIL ROAD NEW ROCHELLE, NY 10804-0000
6749376 THOMAS PASTORE 20 WEST ISLIP ROAD WEST ISLIP, NY 11795-0000
6749853 GUY DE CONINCK 82 OSCALETA ROAD SOUTH SALEM, NY 10590-0000
6755255 MARIO PAPA 163-03 99TH STREET HOWARD BEACH, NY 11414-0000
6758220 JOHN R. CRONIN BIG REED PATH MONTAUK, NY 11954-0000
6760007 GERALD WEINTRAUB 4 LYNCH STREET STATEN ISLAND, NY 10312-0000
6764981 BERNARD ADLER 945 GREAT RD PRINCETON, NJ 08540-0000
6765077 SHAHRIAR SHAYANI 11 WOODSTOCK COURT MUTTONTOWN, NY 11791-0000
6768632 AHMET H. YILDIZLAR 524 E 72ND ST #31D/E NEW YORK, NY 10021-0000
6770372 CHARLES H. O'NEIL 35 PARK FOREST DRIVE PITTSFORD, NY 14534-0000
6772505 HARRY H. WISE 799 DANIELS LANE SAGAPONACK, NY 11962-0000
6774760 BARRY D. BASS 255 REVERE ROAD EAST HILLS, NY 11577-0000
6779719 LAWRENCE D. SCHILSKY 4 STONINGTON HEIGHTS BRIARCLIFF, NY 10510-0000
6782189 MICHAEL AQUILIA 72 GRANDVIEW BLVD. YONKERS, NY 10701-0000
6782349 ALEXANDER CHERNOFF 354 RIDGE LANE MILL NECK, NY 11765-0000
6786237 OSSIE SPECTOR 96 OXFORD BOULEVARD GREAT NECK, NY 11023-0000
6786689 JAMES S. BROWN 31 OLD PARISH ROAD DARIEN, CT 06820-0000
6790427 FRED PARVANEH 42 HICKORY DRIVE MAPLEWOOD, NJ 07040-0000
6792116 SITARAM PATEL 62 LORDS WAY MANHASSET HLS, NY 11040-0000
<CAPTION>
Loan County Loan Amt UPB June 1 Balance
<S> <C> <C> <C> <C>
6686764 Suffolk 425,000.00 368,359.20 366,729.76
6689456 Nassau 445,000.00 379,511.27 377,758.01
6690160 Westchester 610,000.00 528,922.70 528,922.70
6690740 Suffolk 217,500.00 188,537.75 187,712.15
6690761 Suffolk 219,700.00 191,339.57 190,498.79
6691196 Westchester 252,000.00 217,707.29 216,736.63
6691673 Middlesex 240,000.00 208,326.38 207,421.65
6693180 New York 320,000.00 279,335.80 278,145.91
6693329 New York 240,000.00 208,740.12 207,815.18
6695619 Suffolk 350,000.00 300,556.56 299,209.38
6700082 Westchester 252,000.00 218,142.66 217,179.48
6701777 Nassau 679,000.00 586,275.63 583,695.25
6702849 Kings 384,000.00 335,194.01 333,751.67
6705870 Bergen 240,000.00 209,424.67 208,522.74
6706001 Nassau 435,000.00 349,315.28 347,481.90
6709928 Suffolk 218,500.00 192,295.58 191,462.76
6711919 Fairfield 446,000.00 385,656.25 383,914.89
6712514 Nassau 400,000.00 345,673.69 344,183.25
6724262 Putnam 300,000.00 261,523.06 260,339.40
6729380 Suffolk 280,000.00 242,904.19 241,792.78
6731563 Nassau 225,000.00 196,215.19 195,360.17
6731870 Westchester 243,750.00 214,933.28 214,031.93
6741738 Suffolk 250,000.00 219,331.86 218,380.03
6746174 Westchester 273,000.00 241,237.68 240,203.04
6749376 Suffolk 260,000.00 227,830.83 226,833.86
6749853 Westchester 440,000.00 388,990.36 387,421.07
6755255 Queens 300,000.00 266,808.94 265,720.71
6758220 Suffolk 280,000.00 245,236.32 244,179.02
6760007 Richmond 220,000.00 192,349.13 191,479.47
6764981 Mercer 480,000.00 423,253.49 421,478.53
6765077 Nassau 870,000.00 769,421.21 766,201.29
6768632 New York 499,000.00 438,274.11 436,387.52
6770372 Monroe 300,000.00 263,696.97 262,545.17
6772505 Suffolk 268,000.00 189,414.89 188,114.33
6774760 Nassau 265,000.00 233,510.47 232,507.79
6779719 Westchester 290,000.00 255,224.27 254,118.94
6782189 Westchester 235,000.00 207,832.11 206,962.36
6782349 Nassau 637,500.00 563,799.77 561,440.34
6786237 Nassau 325,000.00 285,671.66 284,423.88
6786689 Fairfield 414,900.00 367,366.15 365,816.01
6790427 Essex 288,000.00 255,163.54 254,088.51
6792116 Nassau 247,500.00 221,882.26 220,974.66
</TABLE>
<PAGE> 138
MORSERV 1996-1 Loan Schedule Page 20
<TABLE>
<CAPTION>
Sch Rem Act Rem First Final
Loan Age Term Term Term Rate PI Closed Payment Payment Paid To
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6686764 40 180 140 140 7.625 3,970.06 25-Jan-93 01-Mar-93 01-Feb-2008 01-May-96
6689456 41 180 139 136 7.500 4,125.21 03-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6690160 39 180 141 141 7.500 5,654.78 09-Feb-93 01-Apr-93 01-Mar-2008 01-Jun-96
6690740 41 180 139 139 7.875 2,062.88 09-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6690761 39 180 141 141 7.500 2,036.65 12-Feb-93 01-Apr-93 01-Mar-2008 01-May-96
6691196 41 180 139 139 7.625 2,354.01 22-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6691673 41 180 139 139 8.000 2,293.57 10-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6693180 40 180 140 140 8.125 3,081.23 04-Jan-93 01-Mar-93 01-Feb-2008 01-May-96
6693329 39 180 141 141 7.375 2,207.82 26-Feb-93 01-Apr-93 01-Mar-2008 01-May-96
6695619 40 180 140 137 7.875 3,319.58 14-Jan-93 01-Mar-93 01-Feb-2008 01-May-96
6700082 41 180 139 139 7.750 2,372.02 21-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
6701777 39 180 141 138 8.000 6,488.88 03-Feb-93 01-Apr-93 01-Mar-2008 01-May-96
6702849 39 180 141 141 7.875 3,642.05 23-Feb-93 01-Apr-93 01-Mar-2008 01-May-96
6705870 38 180 142 141 7.875 2,276.28 25-Mar-93 01-May-93 01-Apr-2008 01-May-96
6706001 40 180 140 123 7.875 4,125.76 01-Feb-93 01-Mar-93 01-Feb-2008 01-May-96
6709928 36 180 144 144 7.250 1,994.61 06-May-93 01-Jul-93 01-Jun-2008 01-May-96
6711919 40 180 140 140 7.250 4,071.37 27-Jan-93 01-Mar-93 01-Feb-2008 01-May-96
6712514 39 180 141 137 8.500 3,938.96 29-Jan-93 01-Apr-93 01-Mar-2008 01-May-96
6724262 37 180 143 143 6.750 2,654.73 08-Apr-93 01-Jun-93 01-May-2008 01-May-96
6729380 38 180 142 142 6.750 2,477.75 23-Mar-93 01-May-93 01-Apr-2008 01-May-96
6731563 39 180 141 141 7.625 2,101.80 19-Feb-93 01-Apr-93 01-Mar-2008 01-May-96
6731870 37 180 143 143 7.875 2,311.85 23-Apr-93 01-Jun-93 01-May-2008 01-May-96
6741738 37 180 143 143 7.375 2,299.81 09-Apr-93 01-Jun-93 01-May-2008 01-May-96
6746174 35 180 145 145 7.250 2,492.12 15-Jun-93 01-Aug-93 01-Jul-2008 01-May-96
6749376 37 180 143 143 7.250 2,373.45 07-Apr-93 01-Jun-93 01-May-2008 01-May-96
6749853 38 180 142 142 8.625 4,365.16 03-Mar-93 01-May-93 01-Apr-2008 01-May-96
6755255 36 180 144 145 8.000 2,866.96 05-May-93 01-Jul-93 01-Jun-2008 01-May-96
6758220 38 180 142 142 7.625 2,615.57 26-Mar-93 01-May-93 01-Apr-2008 01-May-96
6760007 36 180 144 144 6.625 1,931.59 03-May-93 01-Jul-93 01-Jun-2008 01-May-96
6764981 37 180 143 143 7.875 4,552.56 26-Apr-93 01-Jun-93 01-May-2008 01-May-96
6765077 36 180 144 144 7.750 8,189.10 14-May-93 01-Jul-93 01-Jun-2008 01-May-96
6768632 37 180 143 143 7.500 4,625.80 28-Apr-93 01-Jun-93 01-May-2008 01-May-96
6770372 36 180 144 144 7.125 2,717.50 11-May-93 01-Jul-93 01-Jun-2008 01-May-96
6772505 36 180 144 103 7.500 2,484.40 25-May-93 01-Jul-93 01-Jun-2008 01-May-96
6774760 36 180 144 144 7.375 2,437.80 21-May-93 01-Jul-93 01-Jun-2008 01-May-96
6779719 36 180 144 144 7.250 2,647.31 29-Apr-93 01-Jul-93 01-Jun-2008 01-May-96
6782189 36 180 144 144 7.750 2,212.00 28-Apr-93 01-Jul-93 01-Jun-2008 01-May-96
6782349 36 180 144 144 7.750 6,000.64 13-May-93 01-Jul-93 01-Jun-2008 01-May-96
6786237 36 180 144 144 7.125 2,943.96 14-May-93 01-Jul-93 01-Jun-2008 01-May-96
6786689 35 180 145 145 7.500 3,846.18 21-Jun-93 01-Aug-93 01-Jul-2008 01-May-96
6790427 35 180 145 145 7.500 2,669.80 11-Jun-93 01-Aug-93 01-Jul-2008 01-May-96
6792116 32 180 148 148 7.500 2,294.36 10-Sep-93 01-Nov-93 01-Oct-2008 01-May-96
<CAPTION>
Loan Document Type MI Company
<S> <C> <C>
6686764 Full Doc NEITHER FHA OR PMI
6689456 Full Doc M.G.I.C.
6690160 Full Doc NEITHER FHA OR PMI
6690740 No Income NEITHER FHA OR PMI
6690761 Full Doc NEITHER FHA OR PMI
6691196 Full Doc NEITHER FHA OR PMI
6691673 No Income NEITHER FHA OR PMI
6693180 Full Doc NEITHER FHA OR PMI
6693329 Full Doc NEITHER FHA OR PMI
6695619 Full Doc M.G.I.C.
6700082 Full Doc NEITHER FHA OR PMI
6701777 Full Doc M.G.I.C.
6702849 Full Doc NEITHER FHA OR PMI
6705870 Full Doc NEITHER FHA OR PMI
6706001 Full Doc NEITHER FHA OR PMI
6709928 Full Doc NEITHER FHA OR PMI
6711919 Full Doc NEITHER FHA OR PMI
6712514 No Income NEITHER FHA OR PMI
6724262 Full Doc NEITHER FHA OR PMI
6729380 Full Doc NEITHER FHA OR PMI
6731563 Full Doc NEITHER FHA OR PMI
6731870 Full Doc NEITHER FHA OR PMI
6741738 Full Doc NEITHER FHA OR PMI
6746174 Full Doc NEITHER FHA OR PMI
6749376 Full Doc NEITHER FHA OR PMI
6749853 No Income/No Asset NEITHER FHA OR PMI
6755255 Full Doc NEITHER FHA OR PMI
6758220 Full Doc NEITHER FHA OR PMI
6760007 Full Doc NEITHER FHA OR PMI
6764981 No Income NEITHER FHA OR PMI
6765077 No Income M.G.I.C.
6768632 Full Doc NEITHER FHA OR PMI
6770372 Full Doc NEITHER FHA OR PMI
6772505 No Income NEITHER FHA OR PMI
6774760 Full Doc NEITHER FHA OR PMI
6779719 Full Doc NEITHER FHA OR PMI
6782189 Full Doc NEITHER FHA OR PMI
6782349 Full Doc NEITHER FHA OR PMI
6786237 Full Doc NEITHER FHA OR PMI
6786689 Full Doc U.G.I.
6790427 No Income NEITHER FHA OR PMI
6792116 No Income NEITHER FHA OR PMI
</TABLE>
<PAGE> 139
MORSERV 1996-1 Loan Schedule Page 21
<TABLE>
<CAPTION>
Cash Out
Loan PropType Units OccType Purpose Amt LTV Appraisal Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6686764 Single Family 1 Primary RATE/TERM REFINANCE 0 69.11 615,000.00 0
6689456 Single Family 1 Primary RATE/TERM REFINANCE 0 88.12 505,000.00 0
6690160 Single Family 1 Primary RATE/TERM REFINANCE 0 67.40 905,000.00 0
6690740 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 290,000.00 0
6690761 Single Family 1 Primary RATE/TERM REFINANCE 0 68.66 320,000.00 0
6691196 Single Family 1 Primary RATE/TERM REFINANCE 0 53.05 475,000.00 0
6691673 Single Family 1 Primary RATE/TERM REFINANCE 0 74.53 322,000.00 0
6693180 CONDO 1 Primary RATE/TERM REFINANCE 0 70.33 455,000.00 0
6693329 CONDO 1 Primary RATE/TERM REFINANCE 303.15 71.01 338,000.00 0
6695619 Single Family 1 Primary RATE/TERM REFINANCE 0 83.33 420,000.00 0
6700082 Single Family 1 Primary RATE/TERM REFINANCE 0 56.00 450,000.00 0
6701777 Single Family 1 Primary RATE/TERM REFINANCE 0 80.83 840,000.00 0
6702849 Multi Family 3 Primary PURCHASE 0 80.00 480,000.00 490,000.00
6705870 Single Family 1 Primary RATE/TERM REFINANCE 0 73.85 325,000.00 0
6706001 Single Family 1 Primary RATE/TERM REFINANCE 0 22.90 1,900,000.00 0
6709928 Single Family 1 Primary RATE/TERM REFINANCE 0 58.27 375,000.00 0
6711919 Single Family 1 Primary RATE/TERM REFINANCE 0 48.48 920,000.00 0
6712514 Single Family 1 Primary RATE/TERM REFINANCE 0 55.17 725,000.00 0
6724262 Single Family 1 Primary CASH OUT REFINANCE 94,236.64 69.77 430,000.00 0
6729380 Single Family 1 Primary CASH OUT REFINANCE 268,482.00 70.00 400,000.00 0
6731563 Single Family 1 Primary RATE/TERM REFINANCE 0 76.27 295,000.00 0
6731870 Single Family 1 Primary CASH OUT REFINANCE 9,282.00 75.00 325,000.00 0
6741738 Single Family 1 Primary CASH OUT REFINANCE 59,292.63 74.63 335,000.00 0
6746174 Single Family 1 Primary CASH OUT REFINANCE 250,843.00 70.00 390,000.00 0
6749376 Single Family 1 Primary RATE/TERM REFINANCE 0 60.47 430,000.00 0
6749853 Single Family 1 Primary PURCHASE 0 74.45 595,000.00 591,000.00
6755255 Single Family 1 Primary CASH OUT REFINANCE 172,428.32 59.17 507,000.00 0
6758220 Single Family 1 Primary PURCHASE 0 50.91 550,000.00 555,000.00
6760007 Single Family 1 Primary RATE/TERM REFINANCE 0 64.71 340,000.00 0
6764981 Single Family 1 Primary RATE/TERM REFINANCE 0 53.33 900,000.00 0
6765077 Single Family 1 Primary RATE/TERM REFINANCE 0 82.86 1,050,000.00 0
6768632 CONDO 1 Primary PURCHASE 0 58.02 860,000.00 900,000.00
6770372 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 400,000.00 0
6772505 Single Family 1 Primary CASH OUT REFINANCE 3,326.00 40.00 670,000.00 0
6774760 Single Family 1 Primary RATE/TERM REFINANCE 0 66.25 400,000.00 0
6779719 Single Family 1 Primary RATE/TERM REFINANCE 0 42.65 680,000.00 0
6782189 Single Family 1 Primary RATE/TERM REFINANCE 0 72.31 325,000.00 0
6782349 Single Family 1 Primary PURCHASE 0 75.00 850,000.00 850,000.00
6786237 Single Family 1 Primary RATE/TERM REFINANCE 3,024.70 78.31 415,000.00 0
6786689 Single Family 1 Primary RATE/TERM REFINANCE 2,543.62 90.00 461,000.00 0
6790427 Single Family 1 Primary PURCHASE 0 74.81 385,000.00 415,000.00
6792116 Single Family 1 Primary CASH OUT REFINANCE 7,272.35 62.82 394,000.00 0
<CAPTION>
Serv.
Loan Fee PO %
<S> <C> <C>
6686764 0.25 0.000%
6689456 0.25 0.000%
6690160 0.25 0.000%
6690740 0.25 0.000%
6690761 0.25 0.000%
6691196 0.25 0.000%
6691673 0.25 0.000%
6693180 0.25 0.000%
6693329 0.25 0.000%
6695619 0.25 0.000%
6700082 0.25 0.000%
6701777 0.25 0.000%
6702849 0.25 0.000%
6705870 0.25 0.000%
6706001 0.25 0.000%
6709928 0.25 0.000%
6711919 0.25 0.000%
6712514 0.25 0.000%
6724262 0.20 6.429%
6729380 0.20 6.429%
6731563 0.25 0.000%
6731870 0.25 0.000%
6741738 0.25 0.000%
6746174 0.25 0.000%
6749376 0.25 0.000%
6749853 0.25 0.000%
6755255 0.25 0.000%
6758220 0.25 0.000%
6760007 0.20 8.214%
6764981 0.25 0.000%
6765077 0.25 0.000%
6768632 0.25 0.000%
6770372 0.20 1.071%
6772505 0.25 0.000%
6774760 0.25 0.000%
6779719 0.25 0.000%
6782189 0.25 0.000%
6782349 0.25 0.000%
6786237 0.20 1.071%
6786689 0.25 0.000%
6790427 0.25 0.000%
6792116 0.25 0.000%
</TABLE>
<PAGE> 140
MORSERV 1996-1 Loan Schedule Page 22
<TABLE>
<CAPTION>
Loan Name Street City Zip
<S> <C> <C> <C> <C>
6792397 JOHN MATYSIAK 141-79 11TH AVE. MALBA, NY 11357-0000
6792580 RALPH D. BETESH 187 HEWLETT NECK ROAD HEWLETT, NY 11598-0000
6793607 ALBERT HENEK 135 HARBOR VIEW SOUTH LAWRENCE, NY 11559-0000
6798860 ROBERT CORKE 11 LAKEVIEW ROAD OSSINING, NY 10562-0000
6800123 HAIDAR MIDANI 3 E 78TH ST #2B/2C NEW YORK, NY 10021-0000
6800757 MICHAEL B. GOLDSMITH 80 EAST END AVENUE #9E/9F NEW YORK, NY 10028-0000
6804623 RICHARD MCCANDLESS 87 ANCHORAGE DRIVE WEST ISLIP, NY 11795-0000
6805830 PATRICK J. SCOLLARD 129 STRATFORD AVENUE GARDEN CITY, NY 11530-0000
6808497 VIPLOV MEHTA 36 SCHOOLHOUSE LANE ROSLYN HEIGHTS, NY 11577-0000
6810921 DAVID L. BONGO 32 TOWER HILL LANE KINNELON, NJ 07405-0000
6816531 RICHARD C SULLIVAN 236 ST. JOHN'S PLACE BROOKLYN, NY 11217-0000
6818901 LEONARDUS O. KOENDERS 66 SUMMIT ROAD PORT WASHINGTON NY 11050-0000
6821815 EUMIR D. ALMEIDA 113 ABBOTTSFORD GATE PIERMONT, NY 10968-0000
6823300 LAWRENCE D. BIRNBAUM 4 SANDS LIGHT ROAD SANDS POINT, NY 11050-0000
6827516 PAUL M. MARGOLIES 5 E 22ND ST #22M&P NEW YORK, NY 10010-0000
6847513 DAVID A. ZADIK 210 E 47TH ST #1D NEW YORK, NY 10017-0000
6848390 MUAWIEH R. OBAID 1716 BAY RIDGE AVENUE BROOKLYN, NY 11214-0000
6853822 RONALD J. BERK 13 PEACOCK PATH QUOGUE, NY 11959-0000
6860293 KRISTINE N. HALL 147 W 22ND ST #9 NEW YORK, NY 10011-0000
6863145 TERESITA C. CARUNGAY 106 CENTRAL PK S #15G NEW YORK, NY 10019-0000
6873681 RALPH COHEN 1154 EAST 27TH STREET BROOKLYN, NY 11210-0000
6874924 EMIL PASCARELLI 828 GREENWICH STREET NEW YORK, NY 10014-0000
6878222 MARIA N. DAHLMAN 397 HOBART AVENUE MILLBURN, NJ 07078-0000
6879484 HARRY FACTOR 181-25 ABERDEEN ROAD JAMAICA ESTATE, NY 11432-0000
6879575 JATINDER SINGH 11 EAST ARTISAN AVENUE HUNTINGTON, NY 11743-0000
6882988 MARTIN A. BELL 135 EAST 83RD ST. APT-17B NEW YORK, NY 10028-0000
6883051 MARK D. TEICH 125 STERLING ROAD HARRISON, NY 10528-0000
6885013 GREGG LITUCHY 11 RIVERSIDE DR # 5PE, 5R NEW YORK, NY 10023-0000
6885250 WALTER MORRIS 1075 WASHINGTON DRIVE CENTERPORT, NY 11721-0000
6887530 RONALD MOSES 27 JEFFREY PLACE STATEN ISLAND, NY 10307-0000
6889047 DANIEL MARKEWICH 25 GESNER AVENUE SOUTH NYACK, NY 10960-0000
6889557 WALTER B. KISSINGER 7 LOWER DR HUNTINGTON BAY, NY 11743-0000
6892063 STANLEY J. SAKELLSON 63 EDGEMONT ROAD SCARSDALE, NY 10583-0000
6893452 DAVID GIVNER 22 COTTONTAIL ROAD MELVILLE, NY 11747-0000
6896439 BENJAMIN BELFER 330 W 72ND ST #3A NEW YORK, NY 10023-0000
6898321 RICHARD N. PALU 65 CENTRAL PARK WEST #11E NEW YORK, NY 10023-0000
6898955 MAGDY G. MIKHAIL 78 HAMPTON OVAL NEW ROCHELLE, NY 10805-0000
6899288 MICHAEL C. TOBEY ROUTE 9N HAGUE, NY 12836-0000
6899620 JEFFREY RABIEA 4 DANTON LANE SOUTH LATTINGTOWN, NY 11560-0000
6899732 CHRISTOPHER L. GOFF 22 NORMANDY TERRACE BRONXVILLE, NY 10708-0000
6900059 JAY T. GENDAL 149 DOGWOOD ROAD ROSLYN, NY 11576-0000
6902145 PETER D. STANDISH 101 CENTRAL PARK W #7D NEW YORK, NY 10023-0000
<CAPTION>
Loan County Loan Amt UPB June 1 Balance
<S> <C> <C> <C> <C>
6792397 Queens 270,000.00 237,030.10 235,985.94
6792580 Nassau 335,000.00 295,192.37 293,924.82
6793607 Nassau 280,000.00 246,423.64 245,356.43
6798860 Westchester 247,000.00 218,316.39 217,380.60
6800123 New York 300,000.00 153,441.47 153,441.47
6800757 New York 450,000.00 400,667.61 398,970.32
6804623 Suffolk 225,000.00 204,696.17 203,878.93
6805830 Nassau 300,000.00 263,968.60 262,824.82
6808497 Nassau 400,000.00 334,424.54 332,786.86
6810921 Morris 340,000.00 294,102.58 292,775.71
6816531 Kings 278,000.00 254,467.12 253,452.76
6818901 Nassau 326,000.00 290,838.30 290,838.30
6821815 Rockland 223,700.00 199,849.25 199,024.58
6823300 Nassau 950,000.00 838,264.60 834,551.57
6827516 New York 330,000.00 295,705.33 294,486.94
6847513 New York 213,000.00 182,913.01 182,913.01
6848390 Kings 223,000.00 178,939.30 177,995.90
6853822 Suffolk 300,000.00 239,795.37 239,795.37
6860293 New York 277,500.00 248,118.74 247,078.26
6863145 New York 385,000.00 343,474.86 342,009.04
6873681 Kings 356,250.00 320,841.76 319,511.26
6874924 New York 361,000.00 322,777.97 322,777.97
6878222 Essex 259,000.00 233,989.41 233,020.06
6879484 Queens 250,000.00 224,922.93 223,981.91
6879575 Suffolk 334,550.00 295,553.70 294,255.72
6882988 New York 250,000.00 224,450.94 223,495.11
6883051 Westchester 388,000.00 275,402.71 273,623.65
6885013 New York 340,000.00 305,509.07 304,218.86
6885250 Suffolk 275,000.00 246,896.00 245,844.58
6887530 Richmond 251,400.00 224,992.19 224,992.19
6889047 Rockland 318,750.00 286,476.98 285,267.76
6889557 Suffolk 500,000.00 445,068.33 445,068.33
6892063 Westchester 238,000.00 214,582.30 213,677.34
6893452 Suffolk 341,250.00 305,528.60 305,528.60
6896439 New York 250,000.00 226,084.66 225,156.41
6898321 New York 506,250.00 452,577.74 452,577.74
6898955 Westchester 297,000.00 267,776.96 266,647.66
6899288 Warren 230,000.00 208,239.16 207,369.42
6899620 Nassau 345,000.00 310,069.18 308,760.38
6899732 Westchester 233,000.00 210,288.03 209,409.06
6900059 Nassau 300,000.00 271,882.49 270,757.10
6902145 New York 375,000.00 339,852.92 338,446.17
</TABLE>
<PAGE> 141
MORSERV 1996-1 Loan Schedule Page 23
<TABLE>
<CAPTION>
Sch Rem Act Rem First Final
Loan Age Term Term Term Rate PI Closed Payment Payment Paid To
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6792397 36 180 144 144 7.000 2,426.84 10-May-93 01-Jul-93 01-Jun-2008 01-May-96
6792580 36 180 144 144 7.375 3,081.75 21-May-93 01-Jul-93 01-Jun-2008 01-May-96
6793607 36 180 144 144 7.250 2,556.02 24-May-93 01-Jul-93 01-Jun-2008 01-May-96
6798860 35 180 145 145 7.250 2,254.78 10-Jun-93 01-Aug-93 01-Jul-2008 01-May-96
6800123 36 180 144 69 7.125 2,717.50 14-May-93 01-Jul-93 01-Jun-2008 01-Jun-96
6800757 33 180 147 147 7.125 4,076.25 20-Aug-93 01-Oct-93 01-Sep-2008 01-May-96
6804623 28 180 152 152 7.250 2,053.95 21-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6805830 36 180 144 144 7.250 2,738.59 21-May-93 01-Jul-93 01-Jun-2008 01-May-96
6808497 33 180 147 133 7.125 3,623.33 26-Aug-93 01-Oct-93 01-Sep-2008 01-May-96
6810921 33 180 147 140 7.250 3,103.74 10-Aug-93 01-Oct-93 01-Sep-2008 01-May-96
6816531 26 180 154 154 7.000 2,498.75 25-Feb-94 01-May-94 01-Apr-2009 01-May-96
6818901 31 180 149 149 6.875 2,907.45 05-Oct-93 01-Dec-93 01-Nov-2008 01-Jun-96
6821815 33 180 147 147 7.500 2,073.73 24-Aug-93 01-Oct-93 01-Sep-2008 01-May-96
6823300 34 180 146 146 6.625 8,340.95 22-Jul-93 01-Sep-93 01-Aug-2008 01-May-96
6827516 32 180 148 148 7.375 3,035.75 27-Sep-93 01-Nov-93 01-Oct-2008 01-May-96
6847513 34 180 146 140 7.000 1,914.51 27-Jul-93 01-Sep-93 01-Aug-2008 01-Jun-96
6848390 31 180 149 123 7.750 2,099.05 27-Oct-93 01-Dec-93 01-Nov-2008 01-May-96
6853822 29 180 151 126 6.875 2,675.57 08-Dec-93 01-Feb-94 01-Jan-2009 01-Jun-96
6860293 32 180 148 148 7.125 2,513.69 08-Sep-93 01-Nov-93 01-Oct-2008 01-May-96
6863145 32 180 148 148 6.875 3,433.64 01-Oct-93 01-Nov-93 01-Oct-2008 01-May-96
6873681 28 180 152 150 7.000 3,202.08 06-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6874924 31 180 149 149 7.125 3,270.06 18-Oct-93 01-Dec-93 01-Nov-2008 01-Jun-96
6878222 29 180 151 151 6.875 2,309.91 03-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
6879484 30 180 150 150 6.875 2,229.64 08-Nov-93 01-Jan-94 01-Dec-2008 01-May-96
6879575 29 180 151 146 6.750 2,960.47 30-Nov-93 01-Feb-94 01-Jan-2009 01-May-96
6882988 30 180 150 150 6.625 2,194.99 18-Nov-93 01-Jan-94 01-Dec-2008 01-May-96
6883051 51 180 129 110 7.000 3,385.58 08-Sep-93 01-Apr-92 01-Mar-2007 01-May-96
6885013 30 180 150 150 6.750 3,008.70 15-Nov-93 01-Jan-94 01-Dec-2008 01-May-96
6885250 30 180 150 150 6.625 2,414.49 02-Nov-93 01-Jan-94 01-Dec-2008 01-May-96
6887530 30 180 150 150 6.750 2,224.67 19-Nov-93 01-Jan-94 01-Dec-2008 01-Jun-96
6889047 30 180 150 150 6.750 2,820.65 22-Nov-93 01-Jan-94 01-Dec-2008 01-May-96
6889557 31 180 149 149 6.625 4,389.97 05-Oct-93 01-Dec-93 01-Nov-2008 01-Jun-96
6892063 29 180 151 151 6.625 2,089.63 03-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
6893452 30 180 150 150 6.625 2,996.16 23-Nov-93 01-Jan-94 01-Dec-2008 01-Jun-96
6896439 29 180 151 151 7.000 2,247.08 01-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
6898321 30 180 150 150 6.625 4,444.85 18-Nov-93 01-Jan-94 01-Dec-2008 01-Jun-96
6898955 29 180 151 151 6.625 2,607.65 08-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
6899288 28 180 152 152 6.625 2,019.39 12-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6899620 30 180 150 150 6.750 3,052.94 04-Nov-93 01-Jan-94 01-Dec-2008 01-May-96
6899732 29 180 151 151 6.750 2,061.84 13-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
6900059 28 180 152 152 6.750 2,654.73 11-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6902145 28 180 152 152 6.750 3,318.42 28-Dec-93 01-Mar-94 01-Feb-2009 01-May-96
<CAPTION>
Loan Document Type MI Company
<S> <C> <C>
6792397 Full Doc NEITHER FHA OR PMI
6792580 Full Doc NEITHER FHA OR PMI
6793607 No Income NEITHER FHA OR PMI
6798860 Full Doc NEITHER FHA OR PMI
6800123 Full Doc NEITHER FHA OR PMI
6800757 Full Doc NEITHER FHA OR PMI
6804623 No Income NEITHER FHA OR PMI
6805830 Full Doc NEITHER FHA OR PMI
6808497 Full Doc NEITHER FHA OR PMI
6810921 No Income NEITHER FHA OR PMI
6816531 Full Doc NEITHER FHA OR PMI
6818901 No Income NEITHER FHA OR PMI
6821815 No Income NEITHER FHA OR PMI
6823300 Full Doc NEITHER FHA OR PMI
6827516 Full Doc NEITHER FHA OR PMI
6847513 Full Doc NEITHER FHA OR PMI
6848390 No Income NEITHER FHA OR PMI
6853822 Full Doc NEITHER FHA OR PMI
6860293 Full Doc NEITHER FHA OR PMI
6863145 No Income NEITHER FHA OR PMI
6873681 Full Doc NEITHER FHA OR PMI
6874924 Full Doc NEITHER FHA OR PMI
6878222 Full Doc NEITHER FHA OR PMI
6879484 Full Doc NEITHER FHA OR PMI
6879575 Full Doc NEITHER FHA OR PMI
6882988 Full Doc NEITHER FHA OR PMI
6883051 Full Doc NEITHER FHA OR PMI
6885013 Full Doc NEITHER FHA OR PMI
6885250 Full Doc NEITHER FHA OR PMI
6887530 Full Doc NEITHER FHA OR PMI
6889047 Full Doc NEITHER FHA OR PMI
6889557 Full Doc NEITHER FHA OR PMI
6892063 Full Doc NEITHER FHA OR PMI
6893452 Full Doc NEITHER FHA OR PMI
6896439 Full Doc NEITHER FHA OR PMI
6898321 Full Doc NEITHER FHA OR PMI
6898955 Full Doc NEITHER FHA OR PMI
6899288 Full Doc NEITHER FHA OR PMI
6899620 No Income NEITHER FHA OR PMI
6899732 Full Doc NEITHER FHA OR PMI
6900059 No Income NEITHER FHA OR PMI
6902145 Full Doc NEITHER FHA OR PMI
</TABLE>
<PAGE> 142
MORSERV 1996-1 Loan Schedule Page 24
<TABLE>
<CAPTION>
Cash Out
Loan PropType Units OccType Purpose Amt LTV Appraisal Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6792397 Single Family 1 Primary RATE/TERM REFINANCE 0 70.50 383,000.00 0
6792580 Single Family 1 Primary RATE/TERM REFINANCE 0 49.63 675,000.00 0
6793607 Single Family 1 Primary CASH OUT REFINANCE 4,727.23 63.06 444,000.00 0
6798860 Single Family 1 Primary CASH OUT REFINANCE 22,145.12 69.58 355,000.00 0
6800123 CONDO 1 Primary PURCHASE 0 48.78 615,000.00 620,000.00
6800757 COOP 1 Primary RATE/TERM REFINANCE 0 69.23 650,000.00 0
6804623 Single Family 1 Primary RATE/TERM REFINANCE 0 78.95 285,000.00 0
6805830 Single Family 1 Primary CASH OUT REFINANCE 247,189.91 43.17 695,000.00 0
6808497 Single Family 1 Primary CASH OUT REFINANCE 11,859.00 69.57 575,000.00 0
6810921 Single Family 1 Primary CASH OUT REFINANCE 4,129.43 69.39 490,000.00 0
6816531 Multi Family 2 Primary CASH OUT REFINANCE 102,554.00 56.74 490,000.00 0
6818901 Single Family 1 Primary RATE/TERM REFINANCE 0 72.44 450,000.00 0
6821815 Single Family 1 Primary PURCHASE 0 74.99 300,000.00 298,300.00
6823300 Single Family 1 Primary RATE/TERM REFINANCE 0 48.72 1,950,000.00 0
6827516 CONDO 1 Primary CASH OUT REFINANCE 11,631.54 61.11 540,000.00 0
6847513 CONDO 1 Primary PURCHASE 0 74.74 290,000.00 285,000.00
6848390 Single Family 1 Primary RATE/TERM REFINANCE 0 67.58 330,000.00 0
6853822 Single Family 1 Primary RATE/TERM REFINANCE 0 68.18 440,000.00 0
6860293 COOP 1 Primary PURCHASE 0 50.00 562,000.00 555,000.00
6863145 CONDO 1 Primary PURCHASE 0 70.00 550,000.00 550,000.00
6873681 Single Family 1 Primary CASH OUT REFINANCE 126,436.00 75.00 475,000.00 0
6874924 Multi Family 2 Vacation RATE/TERM REFINANCE 0 48.13 750,000.00 0
6878222 Single Family 1 Primary RATE/TERM REFINANCE 0 44.66 580,000.00 0
6879484 Single Family 1 Primary CASH OUT REFINANCE 7,284.00 66.67 375,000.00 0
6879575 Single Family 1 Primary RATE/TERM REFINANCE 0 61.39 545,000.00 0
6882988 COOP 1 Primary RATE/TERM REFINANCE 0 69.44 360,000.00 0
6883051 Single Family 1 Primary PURCHASE 0 39.27 990,000.00 988,000.00
6885013 COOP 1 Primary RATE/TERM REFINANCE 0 77.27 440,000.00 0
6885250 Single Family 1 Primary RATE/TERM REFINANCE 0 68.75 400,000.00 0
6887530 Single Family 1 Primary CASH OUT REFINANCE 3,595.00 57.14 440,000.00 0
6889047 Single Family 1 Primary CASH OUT REFINANCE 3,485.79 75.00 425,000.00 0
6889557 Single Family 1 Primary CASH OUT REFINANCE 485,008.00 80.00 625,000.00 0
6892063 Single Family 1 Primary RATE/TERM REFINANCE 0 72.56 328,000.00 0
6893452 Single Family 1 Primary CASH OUT REFINANCE 265,339.00 75.00 455,000.00 0
6896439 COOP 1 Primary CASH OUT REFINANCE 66,160.00 66.67 375,000.00 0
6898321 COOP 1 Primary PURCHASE 0 75.00 684,000.00 675,000.00
6898955 Single Family 1 Primary RATE/TERM REFINANCE 0 79.20 375,000.00 0
6899288 Single Family 1 Primary RATE/TERM REFINANCE 0 31.08 740,000.00 0
6899620 Single Family 1 Primary CASH OUT REFINANCE 6,138.31 26.54 1,300,000.00 0
6899732 Single Family 1 Primary RATE/TERM REFINANCE 0 68.53 340,000.00 0
6900059 Single Family 1 Primary RATE/TERM REFINANCE 0 66.45 451,500.00 0
6902145 COOP 1 Vacation CASH OUT REFINANCE 3,752.97 60.98 615,000.00 0
<CAPTION>
Serv.
Loan Fee PO %
<S> <C> <C>
6792397 0.20 2.857%
6792580 0.25 0.000%
6793607 0.25 0.000%
6798860 0.25 0.000%
6800123 0.20 1.071%
6800757 0.20 1.071%
6804623 0.25 0.000%
6805830 0.25 0.000%
6808497 0.20 1.071%
6810921 0.25 0.000%
6816531 0.20 2.857%
6818901 0.20 4.643%
6821815 0.25 0.000%
6823300 0.20 8.214%
6827516 0.25 0.000%
6847513 0.20 2.857%
6848390 0.25 0.000%
6853822 0.20 4.643%
6860293 0.20 1.071%
6863145 0.20 4.643%
6873681 0.20 2.857%
6874924 0.20 1.071%
6878222 0.20 4.643%
6879484 0.20 4.643%
6879575 0.20 6.429%
6882988 0.20 8.214%
6883051 0.20 2.857%
6885013 0.20 6.429%
6885250 0.20 8.214%
6887530 0.20 6.429%
6889047 0.20 6.429%
6889557 0.20 8.214%
6892063 0.20 8.214%
6893452 0.20 8.214%
6896439 0.20 2.857%
6898321 0.20 8.214%
6898955 0.20 8.214%
6899288 0.20 8.214%
6899620 0.20 6.429%
6899732 0.20 6.429%
6900059 0.20 6.429%
6902145 0.20 6.429%
</TABLE>
<PAGE> 143
MORSERV 1996-1 Loan Schedule Page 25
<TABLE>
<CAPTION>
Loan Name Street City Zip
<S> <C> <C> <C> <C>
6903873 ELLIOT J. PELLMAN 7 HEMLOCK LANE ROSLYN HEIGHTS, NY 11577-0000
6904639 SUSAN FRENCH 1088 PARK AVENUE APT 8E NEW YORK, NY 10128-0000
6905234 JOHN E. ENGLES 11 WEBB ROAD NORTH TARRYTOWN, NY 10591-0000
6906292 RICHARD J. LYONS 78 SOUTH LAKE SHORE DRIVE BROOKFIELD, CT 06804-0000
6910686 ARTIE CABASSO 2019 EAST 2ND STREET BROOKLYN, NY 11223-0000
6912400 SAM ROBERTS 300 WEST 23RD ST., APT #21 NEW YORK, NY 10011-0000
6914326 CHARLES J. PILLAR 140 PLAINVIEW ROAD WOODBURY, NY 11797-0000
6917540 MARWAN W. ATALLAH 77 83RD STREET BROOKLYN, NY 11209-0000
6917914 ALAN SARROFF 43 MEADOW WOODS ROAD LAKE SUCCESS, NY 11020-0000
6922029 FRANK SELVAGGI 221 WEST 82ND STREET 11D NEW YORK NY 10024-0000
6922302 GEE B. LEW 21 SOUTH END AVE #410 NEW YORK, NY 10280-0000
6922404 JOHN L. TEEGER 96 IVY WAY PORT WASHINGTON, NY 11050-0000
6926529 LINDSAY W. DAVIS 28 WEST 38TH STREET #8W NEW YORK, NY 10018-0000
6927146 STEVEN H. YAROSLAWITZ 144 E 36TH STREET #7C & 7D NEW YORK, NY 10016-0000
6927725 MARTIN L ZWIREN 30 BEECHWOOD ROAD HARTSDALE,NY 10530-0000
6928342 J BRADLEY MACKIMM 9 BIRD LANE RYE, NY 10580-0000
6928830 DEAN P. GESTAL WALSH LANE GREENWICH, CT 06830-0000
6932871 CLARK W. LACKERT 41 SNOWBALL DRIVE COLD SPRING HRBR, NY 11724-0000
6934017 GEOFFREY P. JUDGE 6 HEATHERWOOD LANE QUOGUE, NY 11959-0000
6937106 WALTER H. KUHLENKAMP 21 OAK NECK LANE WEST ISLIP, NY 11795-0000
6939043 VIVIENNE E. SMITH 1 CHESTNUT HILL NORTH LOUDONVILLE, NY 12211-0000
6939462 JEFFREY MARKOWITZ 300 MADISON PLACE JERICHO, NY 11753-0000
6940290 FRANK H. WOLF 650 PARK AVENUE APT. #8B NEW YORK, NY 10022-0000
6940472 ROSARIO ACQUISTA 11-11 160TH STREET WHITESTONE, NY 11357-0000
6940621 NADINE MARDER JOBS LANE BRIDGEHAMPTON, NY 11932-0000
6942048 MANJUMMELKUDIYIL P. KURUVILLA 15 CEDAR RIDGE LANE DIX HILLS NY 11746-0000
6942092 STEVEN I. GOLDSTEIN 6 LOVELL ROAD NEW ROCHELLE, NY 10804-0000
6942183 JOEL COOPER 31 TERRY COURT SOUTHAMPTON, NY 11968-0000
6942230 ANTHONY J. LOSCALZO 4 CHESTNUT WAY EAST HAMPTON, NY 11937-0000
6942514 ROCHELLE SLOVIN 333 CENTRAL PARK W.#73 NEW YORK, NY 10025-0000
6943244 RAFFAELE BORRIELLO 141 COMBS AVENUE WOODMERE, NY 11598-0000
6947733 ELLIOT BURNS 604 DOUGLAS ROAD CHAPPAQUA, NY 10514-0000
6949375 ROISIN MEEGAN 5 BRADLEY COURT SYOSSET, NY 11791-0000
6949692 PHILIP G SLIVESTRI 115 4TH AVENUE APT 6F NEW YORK, NY 10003-0000
6949852 DOMINIQUE A. BROWNING 222 NYAC AVENUE PELHAM,NY 10803-0000
6950148 DARIUS TORABY 31 STRICKLAND ROAD GREENWICH, CT 06807-0000
6950782 JOHN J. MCDONOUGH 1 ARISTA DRIVE DIX HILLS, NY 11746-0000
6951537 FRANK ZACCHINO 311 E 38TH ST REET, #16A & 16B NEW YORK, NY 10016-0000
6954138 ALAN FIELDS 30 ELIZABETH LANE QUOGUE, NY 11959-0000
6955006 STANLEY A. COHEN 7 WEST 96TH STREET, APT. 3A NEW YORK, NY 10025-0000
6955017 THOMAS IZQUIERDO 2 SEVEN SPRINGS COURT LLOYD HARBOR, NY 11743-0000
6957941 DOMINIC PRZECHODZKI 31 ASH STREET FLORAL PARK NY 11001-0000
<CAPTION>
Loan County Loan Amt UPB June 1 Balance
<S> <C> <C> <C> <C>
6903873 Nassau 405,000.00 367,398.25 365,891.13
6904639 New York 238,000.00 208,296.24 207,372.08
6905234 Westchester 288,750.00 263,009.69 261,941.29
6906292 Fairfield 240,000.00 218,195.61 217,293.04
6910686 Kings 400,000.00 362,862.40 361,373.88
6912400 New York 442,500.00 397,697.31 397,697.31
6914326 Nassau 325,000.00 294,428.15 293,208.35
6917540 Kings 325,000.00 286,979.28 285,727.89
6917914 Nassau 493,000.00 444,944.03 443,084.23
6922029 New York 275,000.00 248,693.38 248,693.38
6922302 New York 242,000.00 218,887.84 217,965.40
6922404 Nassau 330,000.00 300,301.58 299,070.57
6926529 New York 250,000.00 225,858.59 224,922.93
6927146 New York 225,300.00 204,751.33 203,903.60
6927725 Westchester 220,000.00 199,279.14 198,453.28
6928342 Westchester 240,000.00 218,401.11 217,505.83
6928830 Fairfield 500,000.00 451,717.19 451,717.19
6932871 Suffolk 300,000.00 272,146.66 271,030.26
6934017 Suffolk 470,000.00 425,532.17 423,754.88
6937106 Suffolk 279,000.00 258,800.34 257,817.04
6939043 Albany 233,000.00 212,621.86 211,773.71
6939462 Nassau 286,000.00 259,194.44 258,121.56
6940290 New York 225,000.00 205,585.75 204,751.12
6940472 Queens 288,750.00 264,045.26 262,981.79
6940621 Suffolk 375,000.00 339,127.34 337,734.97
6942048 Suffolk 239,250.00 216,715.19 215,817.06
6942092 Westchester 333,000.00 303,315.00 302,082.86
6942183 Suffolk 795,000.00 722,773.11 719,783.36
6942230 Suffolk 372,000.00 338,203.26 336,804.28
6942514 New York 260,000.00 236,087.96 235,128.18
6943244 Nassau 490,000.00 445,903.56 444,100.40
6947733 Westchester 577,000.00 532,762.76 530,699.39
6949375 Nassau 400,000.00 361,382.01 361,382.01
6949692 New York 270,000.00 224,383.78 223,270.31
6949852 Westchester 380,600.00 344,822.39 343,394.05
6950148 Fairfield 404,000.00 355,857.34 354,293.01
6950782 Suffolk 278,500.00 253,137.03 252,089.34
6951537 New York 275,000.00 250,892.26 249,890.89
6954138 Suffolk 450,000.00 410,799.83 409,116.81
6955006 New York 218,600.00 200,095.51 199,297.89
6955017 Suffolk 575,000.00 526,039.92 523,940.22
6957941 Queens 232,500.00 211,773.82 210,913.54
</TABLE>
<PAGE> 144
MORSERV 1996-1 Loan Schedule Page 26
<TABLE>
<CAPTION>
Sch Rem Act Rem First Final
Loan Age Term Term Term Rate PI Closed Payment Payment Paid To
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6903873 28 180 152 152 6.875 3,612.01 07-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6904639 28 180 152 143 7.000 2,139.22 11-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6905234 27 180 153 153 6.875 2,575.23 24-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
6906292 27 180 153 153 6.625 2,107.19 11-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
6910686 28 180 152 152 6.875 3,567.42 06-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6912400 29 180 151 151 6.750 3,915.73 23-Dec-93 01-Feb-94 01-Jan-2009 01-Jun-96
6914326 28 180 152 152 6.750 2,875.96 14-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6917540 36 180 145 145 7.000 2,925.44 10-Jun-93 01-Jul-93 01-Jul-2008 01-May-96
6917914 29 180 151 151 6.750 4,362.61 17-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
6922029 28 180 152 152 7.000 2,471.78 20-Jan-94 01-Mar-94 01-Feb-2009 01-Jun-96
6922302 28 180 152 152 6.500 2,108.08 21-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6922404 27 180 153 153 6.750 2,920.21 31-Jan-94 01-Apr-94 01-Mar-2009 01-May-96
6926529 29 180 151 151 6.875 2,229.64 16-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
6927146 26 180 154 153 6.625 1,978.13 04-Mar-94 01-May-94 01-Apr-2009 01-May-96
6927725 28 180 152 152 6.750 1,946.81 24-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6928342 27 180 153 153 6.750 2,123.79 01-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
6928830 28 180 152 152 6.875 4,459.28 13-Jan-94 01-Mar-94 01-Feb-2009 01-Jun-96
6932871 28 180 152 152 6.875 2,675.57 11-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6934017 28 180 152 152 6.625 4,126.58 04-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6937106 23 180 157 157 7.250 2,546.89 07-Jun-94 01-Aug-94 01-Jul-2009 01-May-96
6939043 27 180 153 153 7.125 2,110.59 23-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
6939462 28 180 152 152 6.750 2,530.85 11-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6940290 26 180 154 154 6.750 1,991.05 03-Mar-94 01-May-94 01-Apr-2009 01-May-96
6940472 26 180 154 154 6.875 2,576.23 01-Mar-94 01-May-94 01-Apr-2009 01-May-96
6940621 29 180 151 151 7.000 3,370.61 22-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
6942048 28 180 152 152 6.750 2,117.15 13-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6942092 27 180 153 153 6.875 2,969.88 24-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
6942183 27 180 153 153 6.625 6,980.06 03-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
6942230 27 180 153 153 6.625 3,266.14 28-Jan-94 01-Apr-94 01-Mar-2009 01-May-96
6942514 28 180 152 152 7.000 2,336.96 06-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6943244 27 180 153 153 7.000 4,404.26 28-Jan-94 01-Apr-94 01-Mar-2009 01-May-96
6947733 24 180 156 156 7.125 5,226.65 17-May-94 01-Jul-94 01-Jun-2009 01-May-96
6949375 27 180 153 152 6.875 3,567.42 18-Feb-94 01-Apr-94 01-Mar-2009 01-Jun-96
6949692 27 180 153 132 7.125 2,445.75 04-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
6949852 28 180 152 152 6.750 3,367.97 19-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6950148 28 180 152 145 6.875 3,603.10 20-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6950782 27 180 153 153 6.625 2,445.22 22-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
6951537 27 180 153 153 7.125 2,491.04 14-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
6954138 26 180 154 154 6.625 3,950.98 28-Feb-94 01-May-94 01-Apr-2009 01-May-96
6955006 26 180 154 154 7.000 1,964.84 30-Mar-94 01-May-94 01-Apr-2009 01-May-96
6955017 26 180 154 154 7.000 5,168.27 10-Mar-94 01-May-94 01-Apr-2009 01-May-96
6957941 27 180 153 153 6.875 2,073.57 03-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
<CAPTION>
Loan Document Type MI Company
<S> <C> <C>
6903873 Full Doc NEITHER FHA OR PMI
6904639 Full Doc NEITHER FHA OR PMI
6905234 Full Doc NEITHER FHA OR PMI
6906292 Full Doc NEITHER FHA OR PMI
6910686 Full Doc NEITHER FHA OR PMI
6912400 Full Doc NEITHER FHA OR PMI
6914326 Full Doc NEITHER FHA OR PMI
6917540 Full Doc NEITHER FHA OR PMI
6917914 Full Doc NEITHER FHA OR PMI
6922029 Full Doc M.G.I.C.
6922302 Full Doc NEITHER FHA OR PMI
6922404 No Income NEITHER FHA OR PMI
6926529 Full Doc NEITHER FHA OR PMI
6927146 Full Doc NEITHER FHA OR PMI
6927725 Full Doc NEITHER FHA OR PMI
6928342 Full Doc NEITHER FHA OR PMI
6928830 Full Doc NEITHER FHA OR PMI
6932871 Full Doc NEITHER FHA OR PMI
6934017 Full Doc NEITHER FHA OR PMI
6937106 Full Doc NEITHER FHA OR PMI
6939043 Full Doc NEITHER FHA OR PMI
6939462 Full Doc NEITHER FHA OR PMI
6940290 Full Doc NEITHER FHA OR PMI
6940472 Full Doc NEITHER FHA OR PMI
6940621 No Income NEITHER FHA OR PMI
6942048 Full Doc NEITHER FHA OR PMI
6942092 Full Doc G.E. MORTGAGE INSUARNCE CO
6942183 Full Doc NEITHER FHA OR PMI
6942230 Full Doc NEITHER FHA OR PMI
6942514 Full Doc NEITHER FHA OR PMI
6943244 Full Doc NEITHER FHA OR PMI
6947733 Full Doc NEITHER FHA OR PMI
6949375 Full Doc NEITHER FHA OR PMI
6949692 Full Doc NEITHER FHA OR PMI
6949852 Full Doc NEITHER FHA OR PMI
6950148 Full Doc NEITHER FHA OR PMI
6950782 Full Doc NEITHER FHA OR PMI
6951537 Full Doc NEITHER FHA OR PMI
6954138 Full Doc NEITHER FHA OR PMI
6955006 Full Doc NEITHER FHA OR PMI
6955017 Full Doc NEITHER FHA OR PMI
6957941 Full Doc NEITHER FHA OR PMI
</TABLE>
<PAGE> 145
MORSERV 1996-1 Loan Schedule Page 27
<TABLE>
<CAPTION>
Cash Out
Loan PropType Units OccType Purpose Amt LTV Appraisal Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6903873 Single Family 1 Primary RATE/TERM REFINANCE 0 59.12 685,000.00 0
6904639 COOP 1 Primary CASH OUT REFINANCE 2,490.00 23.80 1,000,000.00 0
6905234 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 385,000.00 0
6906292 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 300,000.00 0
6910686 Single Family 1 Primary CASH OUT REFINANCE 113,106.41 61.54 650,000.00 0
6912400 COOP 1 Primary RATE/TERM REFINANCE 0 75.00 590,000.00 0
6914326 Single Family 1 Primary CASH OUT REFINANCE 25,785.00 64.36 505,000.00 0
6917540 Single Family 1 Primary RATE/TERM REFINANCE 904.33 41.94 775,000.00 0
6917914 Single Family 1 Primary RATE/TERM REFINANCE 0 70.94 695,000.00 0
6922029 COOP 1 Primary RATE/TERM REFINANCE 0 93.22 295,000.00 0
6922302 CONDO 1 Primary RATE/TERM REFINANCE 0 73.89 327,500.00 0
6922404 Single Family 1 Primary RATE/TERM REFINANCE 0 71.74 460,000.00 0
6926529 COOP 1 Primary RATE/TERM REFINANCE 0 69.44 360,000.00 0
6927146 COOP 1 Primary CASH OUT REFINANCE 3,028.95 56.33 400,000.00 0
6927725 Single Family 1 Primary RATE/TERM REFINANCE 0 75.86 290,000.00 0
6928342 Single Family 1 Primary CASH OUT REFINANCE 43,255.00 25.26 950,000.00 0
6928830 Single Family 1 Primary CASH OUT REFINANCE 239,038.00 22.73 2,200,000.00 0
6932871 Single Family 1 Primary RATE/TERM REFINANCE 2,460.33 59.41 505,000.00 0
6934017 Single Family 1 Vacation RATE/TERM REFINANCE 1,884.03 55.29 850,000.00 0
6937106 Single Family 1 Primary RATE/TERM REFINANCE 0 74.40 375,000.00 0
6939043 Single Family 1 Primary RATE/TERM REFINANCE 0 72.81 320,000.00 0
6939462 Single Family 1 Primary CASH OUT REFINANCE 3,922.85 75.26 380,000.00 0
6940290 COOP 1 Primary PURCHASE 0 32.85 710,000.00 685,000.00
6940472 Single Family 1 Primary CASH OUT REFINANCE 43,627.00 62.77 460,000.00 0
6940621 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 500,000.00 0
6942048 Single Family 1 Primary CASH OUT REFINANCE 51,711.39 75.00 319,000.00 0
6942092 Single Family 1 Primary RATE/TERM REFINANCE 0 90.00 370,000.00 0
6942183 Single Family 1 Primary RATE/TERM REFINANCE 0 79.50 1,000,000.00 0
6942230 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 465,000.00 0
6942514 COOP 1 Primary CASH OUT REFINANCE 54,492.00 38.52 675,000.00 0
6943244 Single Family 1 Primary RATE/TERM REFINANCE 0 62.42 785,000.00 0
6947733 Single Family 1 Primary RATE/TERM REFINANCE 0 72.13 800,000.00 0
6949375 Single Family 1 Primary PURCHASE 0 68.97 580,000.00 620,000.00
6949692 CONDO 1 Primary RATE/TERM REFINANCE 1,472.00 61.36 440,000.00 0
6949852 Single Family 1 Primary RATE/TERM REFINANCE 0 60.41 630,000.00 0
6950148 Single Family 1 Primary RATE/TERM REFINANCE 0 61.21 660,000.00 0
6950782 Single Family 1 Primary RATE/TERM REFINANCE 0 74.27 375,000.00 0
6951537 CONDO 1 Primary CASH OUT REFINANCE 120,453.01 68.92 399,000.00 0
6954138 Single Family 1 Vacation RATE/TERM REFINANCE 0 74.75 602,000.00 0
6955006 Single Family 1 Primary PURCHASE 0 74.99 293,000.00 291,500.00
6955017 Single Family 1 Primary RATE/TERM REFINANCE 0 54.76 1,050,000.00 0
6957941 Single Family 1 Primary CASH OUT REFINANCE 3,844.00 75.00 310,000.00 0
<CAPTION>
Serv.
Loan Fee PO %
<S> <C> <C>
6903873 0.20 4.643%
6904639 0.20 2.857%
6905234 0.20 4.643%
6906292 0.20 8.214%
6910686 0.20 4.643%
6912400 0.20 6.429%
6914326 0.20 6.429%
6917540 0.20 2.857%
6917914 0.20 6.429%
6922029 0.20 2.857%
6922302 0.20 10.000%
6922404 0.20 6.429%
6926529 0.20 4.643%
6927146 0.20 8.214%
6927725 0.20 6.429%
6928342 0.20 6.429%
6928830 0.20 4.643%
6932871 0.20 4.643%
6934017 0.20 8.214%
6937106 0.25 0.000%
6939043 0.20 1.071%
6939462 0.20 6.429%
6940290 0.20 6.429%
6940472 0.20 4.643%
6940621 0.20 2.857%
6942048 0.20 6.429%
6942092 0.20 4.643%
6942183 0.20 8.214%
6942230 0.20 8.214%
6942514 0.20 2.857%
6943244 0.20 2.857%
6947733 0.20 1.071%
6949375 0.20 4.643%
6949692 0.20 1.071%
6949852 0.20 6.429%
6950148 0.20 4.643%
6950782 0.20 8.214%
6951537 0.20 1.071%
6954138 0.20 8.214%
6955006 0.20 2.857%
6955017 0.20 2.857%
6957941 0.20 4.643%
</TABLE>
<PAGE> 146
MORSERV 1996-1 Loan Schedule Page 28
<TABLE>
<CAPTION>
Loan Name Street City Zip
<S> <C> <C> <C> <C>
6958591 DANUTA BENJAMIN 45 EAST 25TH STREET #32C NEW YORK, NY 10010-0000
6961494 SORAYA F. DE MERER 230 E. 73RD STREET, APT 11B NEW YORK, NY 10021-0000
6962690 RENEE A. DOUMMAR 210 FLEMING LANE FAIRFIELD, CT 06430-0000
6963026 ROBERT LANG 11 ISLAND BAY CIRCLE GUILFORD CT 06437-0000
6963558 NOEL COMESS 800 WEST END AVE, APT. 8C NEW YORK, NY 10025-0000
6965043 GERALD L. TAYLOR NORRIS LANE BRIDGEHAMPTON, NY 11932-0000
6965429 EMILIO TSEMING YANG 217-31 54TH AVE BAYSIDE, NY 11360-0000
6966534 PETER E CHRISTENSEN 3 WHEATON WAY WATERMILL, NY 11976-0000
6966760 CHESTER TONG 10 WALNUT LANE MANHASSET, NY 11030-0000
6967082 ALAN SHABOT 2114 AVENUE S BROOKLYN, NY 11229-0000
6967719 ELAINE CLAYMAN 630 FIRST AVENUE #35H NEW YORK, NY 10016-0000
6968019 BARRY H. DIMSON 1016 FIFTH AVENUE #7D NEW YORK, NY 10022-0000
6968573 STEVE BIANCO 13 HOBBY FARM DRIVE BEDFORD, NY 10506-0000
6970054 EDWARD N. COUGHLIN 40 VROOM AVENUE SPRING LAKE, NJ 07762-0000
6972730 RICHARD N. RUNES 355 LOCUST AVENUE RYE, NY 10580-0000
6976390 ROBERT ADLER 1 IVY WALK SEAVIEW, NY 11770-0000
6977188 MARC GERSHWIN 101 CENTRAL PARK W #15A NEW YORK, NY 10023-0000
6977246 TAKIS ANOUSSIS 530 MILL POND LANE WATERMILL, NY 11976-0000
6977869 DAVID M. RUBIN 113 WEST 88TH STREET NEW YORK, NY 10024-0000
6978442 SHEKHAR BHANSALI 36 HAVERFORD ROAD SCARSDALE, NY 10583-0000
6978522 KEITH DEVRIES 11 FIFTH AVENUE #12H & 12J NEW YORK, NY 10003-0000
6978850 ROBERT M. BERNSTEIN 65 CENTRAL PARK WEST APT 4B NEW YORK, NY 10023-0000
6980273 WILLIAM G. FINCK 372 GROSVENOR STREET DOUGLAS MANOR, NY 11363-0000
6980794 MICHAEL H. SACKS 320 WEST 86TH STREET #2A NEW YORK, NY 10024-0000
6981990 STEVEN P. SELTZER 3 NANCY COURT FLOWER HILL, NY 11030-0000
6982916 JOEL I. PAPERNIK 174 MOONEY HILL ROAD KENT, NY 12531-0000
6984150 MICHAEL H. HAYMES 612A SHORE WALK FIRE ISLAND PINES, NY 11782-0000
6984977 JOSEPH L. CATANZANO 5 MIDDLEVILLE ROAD NORTHPORT, NY 11768-0000
6985470 LOUIS F. BURKE 35 EAST 85TH STREET 2G/F NEW YORK, NY 10028-0000
6986928 ELLIOT E. SERURE 1137 EAST 7TH STREET BROOKLYN, NY 11230-0000
6987374 RICHARD A BACKER 9 FOREST PLACE NEW ROCHELLE, NY 10804-0000
7558679 HIRSCH WOLF 1178 EAST 9TH ST BROOKLYN, NY 11230-0000
7601348 LARRY L. SHRYOCK 4617 BREEZY POINT DR KINGWOOD, TX 77345-0000
7601520 IAN STRECKER 9167 BRIAR FOREST HOUSTON, TX 77024-0000
7601596 CURTIS M. BALDWIN JR 1580 CONTINENTAL LANE BEAUMONT, TX 77706-0000
7601632 JOSEPH H. PYNE 3408 OVERBROOK LANE HOUSTON, TX 77027-0000
7601687 JEFFREY P. ELIAS 900 BERKSHIRE WAY FAIRVIEW, TX 75069-0000
7601756 RICHARD M. ALEXANDER 11525 QUAIL HOLLOW LANE HOUSTON, TX 77024-0000
7601767 JACK D. CARLSON 11623 CHARTWELL COURT HOUSTON, TX 77024-0000
7601814 ATILLA ERTAN 6337 MERCER AVENUE HOUSTON, TX 77005-0000
7601825 HARRY ROSENTHAL JR 3525 RANCH VIEW TERRACE FT WORTH, TX 76109-0000
7601836 STEPHEN W. GURASICH 16100 AVE DU CHATEAU DOR AUSTIN, TX 78734-0000
<CAPTION>
Loan County Loan Amt UPB June 1 Balance
<S> <C> <C> <C> <C>
6958591 New York 210,000.00 194,055.66 193,311.06
6961494 New York 250,000.00 228,343.45 227,440.87
6962690 Fairfield 277,500.00 252,519.57 251,484.36
6963026 New Haven 460,000.00 418,208.28 416,478.36
6963558 New York 280,000.00 255,023.36 255,023.36
6965043 Suffolk 320,000.00 290,508.43 289,326.80
6965429 Queens 232,800.00 212,243.86 211,389.47
6966534 Suffolk 878,000.00 804,384.80 801,207.63
6966760 Nassau 600,000.00 554,445.29 552,317.88
6967082 Kings 336,000.00 308,512.74 307,283.62
6967719 New York 240,000.00 217,293.04 217,293.04
6968019 New York 375,000.00 342,202.64 340,837.60
6968573 Westchester 500,000.00 419,485.58 417,429.60
6970054 Monmouth 820,500.00 758,701.54 755,708.55
6972730 Westchester 720,000.00 666,393.06 663,883.53
6976390 Suffolk 300,000.00 274,114.43 273,001.59
6977188 New York 317,000.00 289,385.53 288,199.93
6977246 Suffolk 349,000.00 316,095.20 314,776.11
6977869 New York 400,000.00 364,972.24 363,475.21
6978442 New York 495,000.00 448,605.94 448,605.94
6978522 New York 249,000.00 228,825.23 227,921.95
6978850 New York 264,000.00 243,715.64 242,784.88
6980273 Queens 272,000.00 249,445.50 249,445.50
6980794 New York 250,000.00 231,203.32 230,324.45
6981990 Nassau 425,000.00 387,977.62 386,388.10
6982916 Putnam 260,000.00 238,365.53 237,405.57
6984150 Suffolk 360,000.00 330,265.14 328,937.20
6984977 Suffolk 240,000.00 221,239.09 220,366.15
6985470 New York 300,000.00 276,880.08 275,806.56
6986928 Kings 466,600.00 428,060.47 426,339.32
6987374 Westchester 300,000.00 275,166.14 274,059.22
7558679 Kings 304,000.00 258,793.92 257,593.26
7601348 Harris 210,000.00 180,436.75 179,629.12
7601520 Harris 253,800.00 219,348.87 218,385.76
7601596 Jefferson 248,000.00 213,702.94 212,748.73
7601632 Harris 267,750.00 229,581.76 228,544.21
7601687 Collin 293,000.00 250,323.03 249,149.68
7601756 Harris 700,000.00 602,805.68 600,109.86
7601767 Harris 350,000.00 299,411.35 298,038.12
7601814 Harris 431,400.00 371,790.69 370,131.17
7601825 Tarrant 750,000.00 639,619.11 639,619.11
7601836 Travis 350,000.00 300,528.76 299,181.40
</TABLE>
<PAGE> 147
MORSERV 1996-1 Loan Schedule Page 29
<TABLE>
<CAPTION>
Sch Rem Act Rem First Final
Loan Age Term Term Term Rate PI Closed Payment Payment Paid To
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6958591 24 180 156 156 7.250 1,917.02 02-May-94 01-Jul-94 01-Jun-2009 01-May-96
6961494 27 180 153 153 7.250 2,282.16 11-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
6962690 27 180 153 153 6.750 2,455.63 04-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
6963026 27 180 153 153 6.625 4,038.78 31-Jan-94 01-Apr-94 01-Mar-2009 01-May-96
6963558 26 180 154 154 6.875 2,497.20 21-Mar-94 01-May-94 01-Apr-2009 01-Jun-96
6965043 28 180 152 152 7.000 2,876.26 28-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
6965429 27 180 153 153 7.000 2,092.48 25-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
6966534 26 180 154 154 7.125 7,953.20 09-Mar-94 01-May-94 01-Apr-2009 01-May-96
6966760 24 180 156 156 7.250 5,477.18 29-Apr-94 01-Jul-94 01-Jun-2009 01-May-96
6967082 25 180 155 155 6.875 2,996.64 20-Apr-94 01-Jun-94 01-May-2009 01-May-96
6967719 27 180 153 153 6.625 2,107.19 22-Feb-94 01-Apr-94 01-Mar-2009 01-Jun-96
6968019 27 180 153 153 7.125 3,396.87 28-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
6968573 26 180 154 135 6.875 4,459.28 22-Mar-94 01-May-94 01-Apr-2009 01-May-96
6970054 23 180 157 157 6.750 7,260.69 03-Jun-94 01-Aug-94 01-Jul-2009 01-May-96
6972730 24 180 156 156 7.500 6,674.49 16-May-94 01-Jul-94 01-Jun-2009 01-May-96
6976390 26 180 154 154 6.750 2,654.73 11-Mar-94 01-May-94 01-Apr-2009 01-May-96
6977188 26 180 154 154 6.625 2,783.25 28-Mar-94 01-May-94 01-Apr-2009 01-May-96
6977246 25 180 155 152 6.625 3,064.20 25-Apr-94 01-Jun-94 01-May-2009 01-May-96
6977869 26 180 154 154 6.625 3,511.98 14-Mar-94 01-May-94 01-Apr-2009 01-May-96
6978442 27 180 153 153 6.750 4,380.31 18-Feb-94 01-Apr-94 01-Mar-2009 01-Jun-96
6978522 25 180 155 155 7.000 2,238.09 19-Apr-94 01-Jun-94 01-May-2009 01-May-96
6978850 24 180 156 156 7.375 2,428.60 29-Apr-94 01-Jul-94 01-Jun-2009 01-May-96
6980273 24 180 156 156 6.750 2,406.96 19-May-94 01-Jul-94 01-Jun-2009 01-Jun-96
6980794 24 180 156 156 7.375 2,299.81 27-Apr-94 01-Jul-94 01-Jun-2009 01-May-96
6981990 26 180 154 154 6.625 3,731.48 22-Mar-94 01-May-94 01-Apr-2009 01-May-96
6982916 25 180 155 155 6.750 2,300.77 31-Mar-94 01-Jun-94 01-May-2009 01-May-96
6984150 25 180 155 155 6.750 3,185.68 31-Mar-94 01-Jun-94 01-May-2009 01-May-96
6984977 24 180 156 156 6.875 2,140.46 28-Apr-94 01-Jul-94 01-Jun-2009 01-May-96
6985470 24 180 156 156 7.125 2,717.50 16-May-94 01-Jul-94 01-Jun-2009 01-May-96
6986928 25 180 155 155 6.750 4,128.99 22-Apr-94 01-Jun-94 01-May-2009 01-May-96
6987374 25 180 155 155 6.750 2,654.73 12-Apr-94 01-Jun-94 01-May-2009 01-May-96
7558679 44 180 136 136 7.500 2,818.12 08-Sep-92 01-Nov-92 01-Oct-2007 01-May-96
7601348 43 180 137 137 7.875 1,991.75 16-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
7601520 42 180 138 138 8.000 2,425.44 13-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
7601596 42 180 138 138 7.750 2,334.37 20-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
7601632 43 180 137 137 7.750 2,520.27 28-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
7601687 42 180 138 138 7.000 2,633.57 06-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
7601756 42 180 138 138 7.750 6,588.94 16-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
7601767 43 180 137 137 7.500 3,244.55 09-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
7601814 42 180 138 138 7.750 4,060.67 13-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
7601825 43 180 137 137 7.625 7,005.98 30-Oct-92 01-Dec-92 01-Nov-2007 01-Jun-96
7601836 43 180 137 137 7.875 3,319.58 01-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
<CAPTION>
Loan Document Type MI Company
<S> <C> <C>
6958591 Full Doc NEITHER FHA OR PMI
6961494 No Income NEITHER FHA OR PMI
6962690 No Income NEITHER FHA OR PMI
6963026 No Income/No Asset NEITHER FHA OR PMI
6963558 Full Doc NEITHER FHA OR PMI
6965043 Full Doc NEITHER FHA OR PMI
6965429 No Income NEITHER FHA OR PMI
6966534 Full Doc NEITHER FHA OR PMI
6966760 Full Doc NEITHER FHA OR PMI
6967082 Full Doc NEITHER FHA OR PMI
6967719 No Income/No Asset NEITHER FHA OR PMI
6968019 Full Doc NEITHER FHA OR PMI
6968573 Full Doc NEITHER FHA OR PMI
6970054 No Income NEITHER FHA OR PMI
6972730 Full Doc NEITHER FHA OR PMI
6976390 Full Doc NEITHER FHA OR PMI
6977188 Full Doc NEITHER FHA OR PMI
6977246 Full Doc NEITHER FHA OR PMI
6977869 Full Doc NEITHER FHA OR PMI
6978442 No Income NEITHER FHA OR PMI
6978522 Full Doc NEITHER FHA OR PMI
6978850 Full Doc NEITHER FHA OR PMI
6980273 Full Doc NEITHER FHA OR PMI
6980794 Full Doc NEITHER FHA OR PMI
6981990 No Income/No Asset NEITHER FHA OR PMI
6982916 Full Doc NEITHER FHA OR PMI
6984150 Full Doc NEITHER FHA OR PMI
6984977 Full Doc NEITHER FHA OR PMI
6985470 No Income NEITHER FHA OR PMI
6986928 Full Doc NEITHER FHA OR PMI
6987374 Full Doc NEITHER FHA OR PMI
7558679 No Income/No Asset NEITHER FHA OR PMI
7601348 Full Doc NEITHER FHA OR PMI
7601520 Full Doc NEITHER FHA OR PMI
7601596 Full Doc NEITHER FHA OR PMI
7601632 Full Doc NEITHER FHA OR PMI
7601687 Full Doc NEITHER FHA OR PMI
7601756 Full Doc NEITHER FHA OR PMI
7601767 Full Doc NEITHER FHA OR PMI
7601814 Full Doc NEITHER FHA OR PMI
7601825 Full Doc NEITHER FHA OR PMI
7601836 No Income NEITHER FHA OR PMI
</TABLE>
<PAGE> 148
MORSERV 1996-1 Loan Schedule Page 30
<TABLE>
<CAPTION>
Cash Out
Loan PropType Units OccType Purpose Amt LTV Appraisal Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6958591 CONDO 1 Primary RATE/TERM REFINANCE 0 54.55 385,000.00 0
6961494 COOP 1 Primary CASH OUT REFINANCE 5,508.41 55.56 450,000.00 0
6962690 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 370,000.00 0
6963026 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 575,000.00 0
6963558 COOP 1 Primary CASH OUT REFINANCE 40,315.42 70.00 400,000.00 0
6965043 Single Family 1 Primary PURCHASE 0 80.00 400,000.00 400,000.00
6965429 Single Family 1 Primary PURCHASE 0 74.98 312,000.00 310,500.00
6966534 Single Family 1 Vacation RATE/TERM REFINANCE 0 62.71 1,400,000.00 0
6966760 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 800,000.00 0
6967082 Single Family 1 Primary CASH OUT REFINANCE 68,760.00 75.00 448,000.00 0
6967719 CONDO 1 Primary RATE/TERM REFINANCE 0 77.42 310,000.00 0
6968019 COOP 1 Primary PURCHASE 0 50.00 776,000.00 750,000.00
6968573 Single Family 1 Primary PURCHASE 0 50.25 1,010,000.00 995,000.00
6970054 Single Family 1 Primary RATE/TERM REFINANCE 0 74.59 1,100,000.00 0
6972730 Single Family 1 Primary RATE/TERM REFINANCE 1,404.95 80.00 900,000.00 0
6976390 Single Family 1 Vacation RATE/TERM REFINANCE 0 54.35 552,000.00 0
6977188 COOP 1 Primary CASH OUT REFINANCE 4,276.00 30.78 1,030,000.00 0
6977246 Single Family 1 Vacation RATE/TERM REFINANCE 505.69 78.43 445,000.00 0
6977869 Single Family 1 Primary CASH OUT REFINANCE 221,441.56 48.78 820,000.00 0
6978442 Single Family 1 Primary PURCHASE 0 49.75 1,000,000.00 995,000.00
6978522 COOP 1 Primary PURCHASE 0 60.00 415,000.00 415,000.00
6978850 COOP 1 Primary RATE/TERM REFINANCE 31.3 40.62 650,000.00 0
6980273 Single Family 1 Primary PURCHASE 0 49.91 550,000.00 545,000.00
6980794 COOP 1 Primary CASH OUT REFINANCE 153,442.17 41.67 600,000.00 0
6981990 Single Family 1 Primary RATE/TERM REFINANCE 0 66.41 640,000.00 0
6982916 Single Family 1 Vacation RATE/TERM REFINANCE 0 80.00 325,000.00 0
6984150 Single Family 1 Vacation CASH OUT REFINANCE 5,174.78 68.57 525,000.00 0
6984977 Single Family 1 Primary RATE/TERM REFINANCE 418.87 72.73 330,000.00 0
6985470 COOP 1 Primary CASH OUT REFINANCE 5,550.68 46.30 648,000.00 0
6986928 Single Family 1 Primary RATE/TERM REFINANCE 0 54.89 850,000.00 0
6987374 Single Family 1 Primary CASH OUT REFINANCE 38,453.08 73.17 410,000.00 0
7558679 Multi Family 2 Primary RATE/TERM REFINANCE 0 80.00 380,000.00 0
7601348 Single Family 1 Primary RATE/TERM REFINANCE 0 79.25 265,000.00 0
7601520 Single Family 1 Primary RATE/TERM REFINANCE 0 43.39 585,000.00 0
7601596 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 310,000.00 0
7601632 Single Family 1 Primary RATE/TERM REFINANCE 0 45.00 595,000.00 0
7601687 Single Family 1 Primary RATE/TERM REFINANCE 0 75.13 390,000.00 0
7601756 Single Family 1 Primary PURCHASE 0 68.29 1,025,000.00 1,025,000.00
7601767 Single Family 1 Primary PURCHASE 0 71.75 520,000.00 487,824.00
7601814 Single Family 1 Primary RATE/TERM REFINANCE 0 72.50 595,000.00 0
7601825 Single Family 1 Primary RATE/TERM REFINANCE 0 68.18 1,100,000.00 0
7601836 Single Family 1 Primary RATE/TERM REFINANCE 0 34.31 1,020,000.00 0
<CAPTION>
Serv.
Loan Fee PO %
<S> <C> <C>
6958591 0.25 0.000%
6961494 0.25 0.000%
6962690 0.20 6.429%
6963026 0.20 8.214%
6963558 0.20 4.643%
6965043 0.20 2.857%
6965429 0.20 2.857%
6966534 0.20 1.071%
6966760 0.25 0.000%
6967082 0.20 4.643%
6967719 0.20 8.214%
6968019 0.20 1.071%
6968573 0.20 4.643%
6970054 0.20 6.429%
6972730 0.25 0.000%
6976390 0.20 6.429%
6977188 0.20 8.214%
6977246 0.20 8.214%
6977869 0.20 8.214%
6978442 0.20 6.429%
6978522 0.20 2.857%
6978850 0.25 0.000%
6980273 0.20 6.429%
6980794 0.25 0.000%
6981990 0.20 8.214%
6982916 0.20 6.429%
6984150 0.20 6.429%
6984977 0.20 4.643%
6985470 0.20 1.071%
6986928 0.20 6.429%
6987374 0.20 6.429%
7558679 0.25 0.000%
7601348 0.25 0.000%
7601520 0.25 0.000%
7601596 0.25 0.000%
7601632 0.25 0.000%
7601687 0.20 2.857%
7601756 0.25 0.000%
7601767 0.25 0.000%
7601814 0.25 0.000%
7601825 0.25 0.000%
7601836 0.25 0.000%
</TABLE>
<PAGE> 149
MORSERV 1996-1 Loan Schedule Page 31
<TABLE>
<CAPTION>
Loan Name Street City Zip
<S> <C> <C> <C> <C> <C>
7601880 JAMES R. TENER 2612 MEANDERING CT COLLEYVILLE, TX 76034-0000
7601891 JACK E. LITTLE 4 HAMPTON COURT HOUSTON, TX 77024-0000
7602125 RODNEY RUEBSAHM 2009 MISTY HAVEN LANE PLANO, TX 75093-0000
7602158 PEDRO A. MARTIN 1540 KIRBY DR HOUSTON, TX 77019-0000
7602170 JOSEPH D. CHEAVENS 1111 HERMAN DR APT 26A HOUSTON, TX 77004-0000
7602668 ROBERT L. KIRBY 7509 MASON DELLS DR. DALLAS, TX 75230-0000
7602704 MICHAEL L. FREEMAN 931 HICKORY KNOB CIRCLE CEDAR HILL, TX 75104-0000
7602850 KENNETH L. EISENBERG 725 WILLOW GLEN DRIVE EL PASO, TX 79922-0000
7603456 JERRY D. MCDONALD 3617 DUMOND PLACE PLANO, TX 75025-0000
7603503 WILLIAM H. GREENLEE 2406 COPPER RIDGE ROAD ARLINGTON, TX 76006-0000
7603525 DR STOBAUGH 101 WESTCOTT # 1501 HOUSTON, TX 77007-0000
7603569 WILLIAM S. COWAN 6614 AUDEN AVENUE HOUSTON, TX 77005-0000
7604018 DOUGLAS HARBISON 8702 BLUECREEK COVE AUSTIN, TX 78735-0000
7604368 FREDERICK B. WULFF SR 6922 LAKESHORE DRIVE DALLAS, TX 75214-0000
7604867 WILLIAM M. NABORS 5514 WALNUT HILL LANE DALLAS, TX 75229-0000
7604925 MICHAEL L. BENGTSON 9232 CANTER DR DALLAS, TX 75231-0000
7605010 PAUL R. MAGAZINER 1 MAGGIE LANE HOUSTON, TX 77063-0000
7605123 PAUL M. FRISON 3 MEMORIAL POINT LANE HOUSTON, TX 77024-0000
7605280 CHRISTOPHER E. ROSS 2211 SUNSET BLVD HOUSTON, TX 77005-0000
7605495 WILLIAM P. UTT 6158 LONGMONT DRIVE HOUSTON, TX 77057-0000
7605510 JAMES T. STEWART 1502 SCENIC SHORE DRIVE KINGWOOD, TX 77345-0000
7605848 NIKOM POLVANICH 5502 PEACE COURT HOUSTON, TX 77041-0000
7605950 TIMOTHY R. WALLACE 11211 INWOOD RD DALLAS, TX 75230-0000
7606126 J. RABALAIS 4801 FLORENCE STREET BELLAIRE, TX 77401-0000
7606192 DAVID L. CALLENDER 4528 TEAS STREET BELLAIRE, TX 77401-0000
7606363 JAN M. JACKMAN 6924 MAPLE CREEK LANE DALLAS, TX 75252-0000
7606476 JACK M. FLETCHER 3916 OBERLIN HOUSTON, TX 77005-0000
7606534 LEIGHTON AIKEN 5902 KENSWICK COURT DALLAS, TX 75252-0000
7606578 PRICE E. HALE 4444 LONGFELLOW DRIVE PLANO, TX 75093-0000
7606691 ELMER T. HODGES JR 4269 SHORECREST DALLAS, TX 75209-0000
7606727 DAVID G. BIRNEY 6015 WAKEFOREST STREET HOUSTON, TX 77005-0000
7606884 JAMES D. BOZEMAN SR 15 F WEST SHADY LANE HOUSTON, TX 77063-0000
7607107 KIRTIKUMAR SHAH 10710 MEMORIAL COVE HOUSTON, TX 77024-0000
7607140 DAVID J. KIMICHIK 11104 ST MICHAEL'S DRIVE DALLAS, TX 75230-0000
7607264 GEORGE BLUMENSCHEIN 3000 SHADOW DRIVE WEST ARLINGTON TX 76006-0000
7607800 PAUL E. COGGINS 3302 OAKHURST ST DALLAS, TX 75214-0000
7607832 WILLIAM F. MARTENS 11 GREENLAW COURT SUGAR LAND, TX 77479-0000
7608085 ROBERT D. SELLINGSLOH 5420 BORDLEY DRIVE HOUSTON, TX 77056-0000
7608154 J. MCCORMICK 9016 PROMINENCE DRIVE DALLAS, TX 75238-0000
7608223 ALFRED N. POINDEXTER 2702 S GLEN HAVEN BLVD HOUSTON, TX 77025-0000
7608303 CHARLES H. MOORE 9301 SANDRINGHAM DR HOUSTON, TX 77024-0000
7608482 STEWART L. HENRY 3509 RANCH VIEW TERRANCE FT WORTH, TX 76109-0000
<CAPTION>
Loan County Loan Amt UPB June 1 Balance
<S> <C> <C> <C> <C>
7601880 Tarrant 225,700.00 193,077.61 192,192.08
7601891 Harris 589,500.00 506,573.63 504,274.98
7602125 Collin 267,200.00 231,300.68 230,279.41
7602158 Harris 712,500.00 614,049.73 611,308.88
7602170 Harris 645,000.00 552,586.47 550,072.56
7602668 Dallas 259,200.00 223,983.70 223,983.70
7602704 Dallas 281,250.00 243,798.69 242,731.10
7602850 El Paso 244,800.00 213,068.51 212,158.45
7603456 Collin 240,000.00 198,312.93 197,344.75
7603503 Tarrant 217,950.00 188,174.12 188,174.12
7603525 Harris 295,650.00 257,625.96 256,534.20
7603569 Harris 271,000.00 236,118.29 235,102.59
7604018 Travis 440,000.00 384,273.21 382,646.47
7604368 Dallas 325,500.00 283,761.73 282,542.82
7604867 Dallas 288,000.00 249,812.19 248,686.65
7604925 Dallas 225,300.00 195,426.08 194,545.58
7605010 Harris 681,300.00 594,183.34 591,567.65
7605123 Harris 792,250.00 692,543.11 689,527.24
7605280 Harris 423,000.00 363,865.18 362,202.12
7605495 Harris 222,000.00 194,187.00 193,342.70
7605510 Harris 263,400.00 229,092.32 229,092.32
7605848 Harris 221,400.00 194,739.56 193,908.80
7605950 Dallas 333,000.00 291,656.47 290,399.05
7606126 Harris 233,700.00 204,421.19 203,532.39
7606192 Harris 322,650.00 283,089.06 281,860.74
7606363 Collin 227,150.00 198,790.48 197,913.20
7606476 Harris 236,000.00 206,800.36 205,895.42
7606534 Collin 221,650.00 103,591.16 102,188.80
7606578 Collin 216,950.00 189,864.15 189,026.27
7606691 Dallas 256,000.00 204,042.79 204,042.79
7606727 Harris 325,100.00 279,497.71 278,224.78
7606884 Harris 271,800.00 229,143.15 228,051.07
7607107 Harris 465,700.00 412,112.86 410,361.55
7607140 Dallas 248,800.00 219,235.59 218,294.21
7607264 Tarrant 538,000.00 476,659.78 474,651.57
7607800 Dallas 217,300.00 192,295.59 191,478.41
7607832 Fort Bend 258,750.00 228,002.93 227,023.89
7608085 Harris 318,000.00 199,540.20 197,842.85
7608154 Dallas 380,000.00 332,753.41 331,262.49
7608223 Harris 224,700.00 176,854.41 175,863.64
7608303 Harris 800,000.00 706,245.92 703,192.61
7608482 Tarrant 500,000.00 438,346.50 438,346.50
</TABLE>
<PAGE> 150
MORSERV 1996-1 Loan Schedule Page 32
<TABLE>
<CAPTION>
Sch Rem Act Rem First Final
Loan Age Term Term Term Rate PI Closed Payment Payment Paid To
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7601880 43 180 137 137 7.500 2,092.27 23-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
7601891 42 180 138 138 7.500 5,464.74 09-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
7602125 41 180 139 139 7.750 2,515.09 07-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
7602158 42 180 138 138 7.750 6,706.59 16-Nov-92 01-Jan-93 01-Dec-2007 01-May-96
7602170 43 180 137 137 7.625 6,025.14 30-Oct-92 01-Dec-92 01-Nov-2007 01-May-96
7602668 42 180 138 138 8.375 2,533.49 17-Nov-92 01-Jan-93 01-Dec-2007 01-Jun-96
7602704 41 180 139 139 7.875 2,667.52 10-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
7602850 41 180 139 139 8.250 2,374.91 22-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
7603456 40 180 140 128 8.125 2,310.92 12-Jan-93 01-Mar-93 01-Feb-2008 01-May-96
7603503 40 180 140 137 8.500 2,146.24 13-Jan-93 01-Mar-93 01-Feb-2008 01-Jun-96
7603525 41 180 139 139 8.375 2,889.77 11-Dec-92 01-Feb-93 01-Jan-2008 01-May-96
7603569 40 180 140 140 8.000 2,589.82 07-Jan-93 01-Mar-93 01-Feb-2008 01-May-96
7604018 40 180 140 140 8.250 4,268.62 15-Jan-93 01-Mar-93 01-Feb-2008 01-May-96
7604368 40 180 140 140 8.000 3,110.65 15-Jan-93 01-Mar-93 01-Feb-2008 01-May-96
7604867 39 180 141 141 7.125 2,608.80 08-Feb-93 01-Apr-93 01-Mar-2008 01-May-96
7604925 39 180 141 141 7.125 2,040.84 11-Feb-93 01-Apr-93 01-Mar-2008 01-May-96
7605010 38 180 142 142 7.375 6,267.44 12-Mar-93 01-May-93 01-Apr-2008 01-May-96
7605123 38 180 142 142 7.500 7,344.26 12-Mar-93 01-May-93 01-Apr-2008 01-May-96
7605280 38 180 142 139 7.250 3,861.41 08-Mar-93 01-May-93 01-Apr-2008 01-May-96
7605495 38 180 142 142 7.500 2,057.97 17-Mar-93 01-May-93 01-Apr-2008 01-May-96
7605510 38 180 142 142 7.375 2,423.08 24-Mar-93 01-May-93 01-Apr-2008 01-Jun-96
7605848 37 180 143 143 7.625 2,068.17 16-Apr-93 01-Jun-93 01-May-2008 01-May-96
7605950 38 180 142 142 7.625 3,110.65 26-Mar-93 01-May-93 01-Apr-2008 01-May-96
7606126 38 180 142 142 7.500 2,166.43 29-Mar-93 01-May-93 01-Apr-2008 01-May-96
7606192 37 180 143 143 7.375 2,968.14 02-Apr-93 01-Jun-93 01-May-2008 01-May-96
7606363 37 180 143 143 7.125 2,057.60 02-Apr-93 01-Jun-93 01-May-2008 01-May-96
7606476 37 180 143 143 7.250 2,154.36 09-Apr-93 01-Jun-93 01-May-2008 01-May-96
7606534 37 180 143 60 7.375 2,039.01 16-Apr-93 01-Jun-93 01-May-2008 01-May-96
7606578 37 180 143 143 7.125 1,965.20 23-Apr-93 01-Jun-93 01-May-2008 01-May-96
7606691 36 180 144 124 7.250 2,336.93 22-Apr-93 01-Jul-93 01-Jun-2008 01-Jun-96
7606727 37 180 143 138 7.375 2,990.68 27-Apr-93 01-Jun-93 01-May-2008 01-May-96
7606884 37 180 143 134 7.375 2,500.36 28-Apr-93 01-Jun-93 01-May-2008 01-May-96
7607107 35 180 145 145 7.375 4,284.09 04-Jun-93 01-Aug-93 01-Jul-2008 01-May-96
7607140 36 180 144 144 7.375 2,288.77 19-May-93 01-Jul-93 01-Jun-2008 01-May-96
7607264 35 180 145 145 7.500 4,987.33 18-Jun-93 01-Aug-93 01-Jul-2008 01-May-96
7607800 35 180 145 145 7.375 1,999.00 11-Jun-93 01-Aug-93 01-Jul-2008 01-May-96
7607832 36 180 144 144 7.375 2,380.31 05-May-93 01-Jul-93 01-Jun-2008 01-May-96
7608085 35 180 145 88 7.250 2,902.91 28-Jun-93 01-Aug-93 01-Jul-2008 01-May-96
7608154 36 180 144 144 6.750 3,362.66 05-May-93 01-Jul-93 01-Jun-2008 01-May-96
7608223 34 180 146 122 6.875 2,004.00 28-Jul-93 01-Sep-93 01-Aug-2008 01-May-96
7608303 35 180 145 145 7.125 7,246.65 28-Jun-93 01-Aug-93 01-Jul-2008 01-May-96
7608482 34 180 146 144 7.500 4,635.07 24-May-93 01-Sep-93 01-Aug-2008 01-Jun-96
<CAPTION>
Loan Document Type MI Company
<S> <C> <C>
7601880 Full Doc NEITHER FHA OR PMI
7601891 Full Doc NEITHER FHA OR PMI
7602125 Full Doc NEITHER FHA OR PMI
7602158 Full Doc NEITHER FHA OR PMI
7602170 Full Doc NEITHER FHA OR PMI
7602668 Full Doc NEITHER FHA OR PMI
7602704 Full Doc NEITHER FHA OR PMI
7602850 Full Doc G.E. MORTGAGE INSUARNCE CO
7603456 Full Doc NEITHER FHA OR PMI
7603503 Full Doc NEITHER FHA OR PMI
7603525 Full Doc NEITHER FHA OR PMI
7603569 Full Doc NEITHER FHA OR PMI
7604018 Full Doc NEITHER FHA OR PMI
7604368 Full Doc NEITHER FHA OR PMI
7604867 Full Doc NEITHER FHA OR PMI
7604925 Full Doc NEITHER FHA OR PMI
7605010 Full Doc NEITHER FHA OR PMI
7605123 Full Doc NEITHER FHA OR PMI
7605280 Full Doc NEITHER FHA OR PMI
7605495 Full Doc NEITHER FHA OR PMI
7605510 Full Doc NEITHER FHA OR PMI
7605848 No Income/No Asset NEITHER FHA OR PMI
7605950 Full Doc G.E. MORTGAGE INSUARNCE CO
7606126 Full Doc NEITHER FHA OR PMI
7606192 Full Doc NEITHER FHA OR PMI
7606363 Full Doc NEITHER FHA OR PMI
7606476 Full Doc NEITHER FHA OR PMI
7606534 Full Doc NEITHER FHA OR PMI
7606578 Full Doc G.E. MORTGAGE INSUARNCE CO
7606691 Full Doc NEITHER FHA OR PMI
7606727 Full Doc NEITHER FHA OR PMI
7606884 Full Doc NEITHER FHA OR PMI
7607107 Full Doc NEITHER FHA OR PMI
7607140 Full Doc G.E. MORTGAGE INSUARNCE CO
7607264 Full Doc NEITHER FHA OR PMI
7607800 Full Doc NEITHER FHA OR PMI
7607832 Full Doc G.E. MORTGAGE INSUARNCE CO
7608085 Full Doc NEITHER FHA OR PMI
7608154 Full Doc NEITHER FHA OR PMI
7608223 Full Doc G.E. MORTGAGE INSUARNCE CO
7608303 Full Doc NEITHER FHA OR PMI
7608482 No Income NEITHER FHA OR PMI
</TABLE>
<PAGE> 151
MORSERV 1996-1 Loan Schedule Page 33
<TABLE>
<CAPTION>
Cash Out
Loan PropType Units OccType Purpose Amt LTV Appraisal Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
7601880 Single Family 1 Primary RATE/TERM REFINANCE 0 34.72 650,000.00 0
7601891 Single Family 1 Primary RATE/TERM REFINANCE 0 71.72 822,000.00 0
7602125 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 334,000.00 0
7602158 Single Family 1 Primary PURCHASE 0 75.00 1,000,000.00 950,000.00
7602170 CONDO 1 Primary RATE/TERM REFINANCE 0 75.00 860,000.00 0
7602668 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 324,000.00 0
7602704 Single Family 1 Primary RATE/TERM REFINANCE 0 73.05 385,000.00 0
7602850 Single Family 1 Primary RATE/TERM REFINANCE 0 90.00 272,000.00 0
7603456 Single Family 1 Primary RATE/TERM REFINANCE 0 68.57 350,000.00 0
7603503 Single Family 1 Primary RATE/TERM REFINANCE 0 57.36 380,000.00 0
7603525 CONDO 1 Primary RATE/TERM REFINANCE 0 69.57 425,000.00 0
7603569 Single Family 1 Primary RATE/TERM REFINANCE 0 76.99 352,000.00 0
7604018 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 550,000.00 0
7604368 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 434,000.00 0
7604867 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 360,000.00 0
7604925 Single Family 1 Primary PURCHASE 0 62.58 360,000.00 360,000.00
7605010 Single Family 1 Primary RATE/TERM REFINANCE 0 55.62 1,225,000.00 0
7605123 Single Family 1 Primary RATE/TERM REFINANCE 0 69.19 1,145,000.00 0
7605280 Single Family 1 Primary RATE/TERM REFINANCE 0 70.50 600,000.00 0
7605495 Single Family 1 Primary PURCHASE 0 67.27 330,000.00 330,000.00
7605510 Single Family 1 Primary RATE/TERM REFINANCE 0 65.52 402,000.00 0
7605848 Single Family 1 Primary RATE/TERM REFINANCE 0 79.07 280,000.00 0
7605950 Single Family 1 Primary PURCHASE 0 90.00 390,000.00 370,000.00
7606126 Single Family 1 Primary RATE/TERM REFINANCE 0 74.19 315,000.00 0
7606192 Single Family 1 Primary RATE/TERM REFINANCE 0 69.02 467,500.00 0
7606363 Single Family 1 Primary RATE/TERM REFINANCE 0 79.70 285,000.00 0
7606476 Single Family 1 Primary RATE/TERM REFINANCE 0 69.41 340,000.00 0
7606534 Single Family 1 Primary RATE/TERM REFINANCE 0 67.78 327,000.00 0
7606578 Single Family 1 Primary PURCHASE 0 89.98 250,000.00 241,100.00
7606691 Single Family 1 Primary PURCHASE 0 80.00 320,000.00 320,000.00
7606727 Single Family 1 Primary RATE/TERM REFINANCE 0 79.29 410,000.00 0
7606884 Single Family 1 Primary RATE/TERM REFINANCE 0 67.11 405,000.00 0
7607107 Single Family 1 Primary RATE/TERM REFINANCE 0 71.65 650,000.00 0
7607140 Single Family 1 Primary RATE/TERM REFINANCE 0 82.93 300,000.00 0
7607264 Single Family 1 Primary RATE/TERM REFINANCE 0 67.25 800,000.00 0
7607800 Single Family 1 Primary RATE/TERM REFINANCE 0 74.93 290,000.00 0
7607832 Single Family 1 Primary RATE/TERM REFINANCE 0 90.00 287,500.00 0
7608085 Single Family 1 Primary RATE/TERM REFINANCE 0 73.53 432,500.00 0
7608154 Single Family 1 Primary PURCHASE 0 80.00 475,000.00 476,645.00
7608223 Single Family 1 Primary RATE/TERM REFINANCE 0 85.76 262,000.00 0
7608303 Single Family 1 Primary RATE/TERM REFINANCE 0 61.54 1,300,000.00 0
7608482 Single Family 1 Primary RATE/TERM REFINANCE 0 55.56 900,000.00 0
<CAPTION>
Serv.
Loan Fee PO %
<S> <C> <C>
7601880 0.25 0.000%
7601891 0.25 0.000%
7602125 0.25 0.000%
7602158 0.25 0.000%
7602170 0.25 0.000%
7602668 0.25 0.000%
7602704 0.25 0.000%
7602850 0.25 0.000%
7603456 0.25 0.000%
7603503 0.25 0.000%
7603525 0.25 0.000%
7603569 0.25 0.000%
7604018 0.25 0.000%
7604368 0.25 0.000%
7604867 0.20 1.071%
7604925 0.20 1.071%
7605010 0.25 0.000%
7605123 0.25 0.000%
7605280 0.25 0.000%
7605495 0.25 0.000%
7605510 0.25 0.000%
7605848 0.25 0.000%
7605950 0.25 0.000%
7606126 0.25 0.000%
7606192 0.25 0.000%
7606363 0.20 1.071%
7606476 0.25 0.000%
7606534 0.25 0.000%
7606578 0.20 1.071%
7606691 0.25 0.000%
7606727 0.25 0.000%
7606884 0.25 0.000%
7607107 0.25 0.000%
7607140 0.25 0.000%
7607264 0.25 0.000%
7607800 0.25 0.000%
7607832 0.25 0.000%
7608085 0.25 0.000%
7608154 0.20 6.429%
7608223 0.20 4.643%
7608303 0.20 1.071%
7608482 0.25 0.000%
</TABLE>
<PAGE> 152
MORSERV 1996-1 Loan Schedule Page 34
<TABLE>
<CAPTION>
Loan Name Street City Zip
<S> <C> <C> <C> <C>
7608813 CARLOS R. GUTIERREZ 5 OAK TRACE BEAUMONT, TX 77706-0000
7608846 JOHN E. KENNEDY 2617 PEMBERTON DRIVE HOUSTON, TX 77005-0000
7609500 BORDEN B. HOLLINGSWORTH JR 5763 INDIAN CIRCLE HOUSTON, TX 77057-0000
7609601 BERNARD FUCHS 121 NORTH POST OAK LN #2205 HOUSTON, TX 77024-0000
7609780 ROBERT E. DONAHO 57 PATTI LYNN LN HOUSTON, TX 77024-0000
7610462 J R. PIERCE 5005 PINEHURST FRISCO, TX 75034-0000
7610520 J M. BELL 2110 ALBANS ROAD HOUSTON, TX 77005-0000
7611104 RICHARD J. LYONS 5824 BRIDLE BEND TRAIL PLANO, TX 75093-0000
7611217 PHILIP L. COOLEY 527 STONEWOOD SAN ANTONIO, TX 78216-0000
8962181 JOHN C. ROGERS 625 BELMONT ROAD RIDGEWOOD, NJ 07450-0000
8990653 MICHAEL H. MARVINS 703 SADDLEWOOD LANE HOUSTON, TX 77024-0000
8991452 THOMAS G. MACRINI 11911 TAYLOR CREST RD HOUSTON, TX 77024-0000
8992444 ABDUL R. ABBASI 9 HEMINGSFORD CT ARLINGTON, TX 76016-0000
8996570 SURESH DESAI 16 ELLSWORTH DRIVE WEST WINDSOR , NJ 08691-0000
8997812 ALEXANDER M. CHURCHILL 45 NEW FREEDOM ROAD MEDFORD, NJ 08055-0000
9545918 GERALD C. MORVILLO 70 BRENTON ROAD NEWPORT, RI 02840-0000
9550882 RICHARD R. KAILING JR 10545 NORTH RIVER LAKE DR MEQUON, WI 53092-0000
9566689 RICHARD A LANE 300 MEADOWBROOK TERRACE GREENSBORO, NC 27408
9667722 ROBERT E. NIMON 4824 SPYGLASS DR DALLAS, TX 75287-0000
9667777 MASON B. O'NEAL 1813 BURNINGTREE LN PLANO, TX 75093-0000
9667857 JOHN L. FOX 3735 PANORAMA DR MISSOURI CITY, TX 77459-0000
9667880 MARK A CO 6031 NORWAY ROAD DALLAS, TX 75230-0000
9667915 MARTIN H. YOUNG JR 3 RED SABLE POINT THE WOODLANDS, TX 77380-0000
9668022 MICHAEL S. CARNAHAN 4230 SOUTHCREST RD DALLAS, TX 75229-0000
9668044 PAUL H. ASOFSKY 6417 VIRGINIA COURT HOUSTON, TX 77005-0000
9668190 JAMES H. CHESNUTT 14 OAK TRACE BEAUMONT, TX 77706-0000
9668260 WALTER W. CHAYES 845 ROSINANTE EL PASO, TX 79922-0000
9668270 GABRIEL S. KHODR 13 MAYBOROUGH LN SAN ANTONIO, TX 78257-0000
9668281 MINK M. CAO 5227 SUMMER SNOW DR HOUSTON, TX 77041-0000
9668394 SHERWOOD O. JONES 806 FLINT RIVER DR HOUSTON, TX 77024-0000
9668441 MARK A. SULLIVAN 11929 SOUTH DURRETTE HOUSTON, TX 77024-0000
9668463 RICHARD A. HALLING 2910 FOREST LAUREL DR KINGWOOD, TX 77339-0000
9668496 DENNIS C. REICH 2712 QUENBY RD HOUSTON, TX 77005-0000
9668587 JOHN M JOHANSON 2302 JUNIPER HILLS RICHMOND, TX 77469-0000
9668601 BRENT W. BOST 750 GOODHUE ST BEAUMONT, TX 77706-0000
9668678 KEVIN J. MCEVILY 5433 FIELDWOOD DR HOUSTON, TX 77056-0000
9668703 JAMES J. MCCONN 449 HOLLOW DR HOUSTON, TX 77024-0000
9668714 H. TOM YOUENS 338 TEALWOOD DR HOUSTON, TX 77024-0000
9668918 L PRICE MANFORD 3623 WICKERSHAM LN HOUSTON, TX 77027-0000
9668929 JAMES L. RICE III 714 PINEHAVEN DRIVE HOUSTON, TX 77024-0000
9669138 JEFF FLEMING 158 SHEPHERDS GLEN RD HEATH, TX 75087-0000
9669149 ALAN R. BRAID 3807 SONGBIRD LANE WEST SAN ANTONIO, TX 78229-0000
<CAPTION>
Loan County Loan Amt UPB June 1 Balance
<S> <C> <C> <C> <C>
7608813 Jefferson 297,100.00 260,975.23 259,833.54
7608846 Harris 258,400.00 228,392.79 227,413.82
7609500 Harris 446,500.00 395,129.95 395,129.95
7609601 Harris 626,250.00 552,184.20 552,184.20
7609780 Harris 226,600.00 200,667.09 200,667.09
7610462 Collin 380,850.00 339,772.41 338,322.39
7610520 Harris 305,350.00 271,665.23 270,484.09
7611104 Collin 270,950.00 240,692.12 239,654.61
7611217 Bexar 258,050.00 230,691.60 229,699.54
8962181 Bergen 409,600.00 358,626.99 357,046.06
8990653 Harris 330,400.00 290,498.48 290,498.48
8991452 Harris 258,700.00 231,525.32 230,538.38
8992444 Tarrant 297,500.00 263,824.03 262,668.52
8996570 Mercer 250,000.00 228,911.99 228,006.57
8997812 Burlington 393,750.00 361,227.68 359,775.26
9545918 Newport 325,000.00 294,825.69 293,616.27
9550882 Ozaukee 331,000.00 298,294.16 297,043.01
9566689 Guilford 350,000.00 316,201.89 314,891.96
9667722 Brewster 264,750.00 237,975.09 236,964.42
9667777 Collin 364,000.00 328,184.78 326,800.73
9667857 Fort Bend 212,000.00 192,130.26 191,334.98
9667880 Dallas 369,500.00 330,662.97 329,253.20
9667915 Montgomery 325,150.00 291,310.87 291,310.87
9668022 Dallas 295,850.00 267,300.76 266,178.93
9668044 Harris 417,150.00 377,682.41 376,104.97
9668190 Jefferson 273,850.00 247,018.12 247,018.12
9668260 Chambers 264,000.00 237,020.16 237,020.16
9668270 Bexar 649,250.00 587,823.11 585,368.00
9668281 Harris 214,900.00 194,758.27 193,952.11
9668394 Harris 227,750.00 206,803.87 205,963.14
9668441 Cottle 416,000.00 376,205.26 374,660.66
9668463 Harris 222,750.00 201,674.99 200,832.66
9668496 Harris 330,950.00 299,918.51 298,685.19
9668587 Fort Bend 212,000.00 192,502.49 191,719.90
9668601 Jefferson 241,350.00 187,702.64 187,702.64
9668678 Harris 273,800.00 246,760.51 245,732.34
9668703 Harris 455,600.00 414,895.91 413,209.63
9668714 Harris 216,000.00 195,945.58 195,141.77
9668918 Harris 267,100.00 244,053.06 243,062.26
9668929 Harris 255,050.00 227,605.59 226,622.83
9669138 Rockwall 558,150.00 507,839.44 505,756.91
9669149 Bexar 221,600.00 191,693.60 190,806.27
</TABLE>
<PAGE> 153
MORSERV 1996-1 Loan Schedule Page 35
<TABLE>
<CAPTION>
Sch Rem Act Rem First Final
Loan Age Term Term Term Rate PI Closed Payment Payment Paid To
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7608813 35 180 145 144 7.125 2,691.23 24-Jun-93 01-Aug-93 01-Jul-2008 01-May-96
7608846 35 180 145 145 7.250 2,358.84 28-Jun-93 01-Aug-93 01-Jul-2008 01-May-96
7609500 34 180 146 146 7.375 4,107.46 22-Jul-93 01-Sep-93 01-Aug-2008 01-Jun-96
7609601 34 180 146 146 7.000 5,628.92 08-Jul-93 01-Sep-93 01-Aug-2008 01-Jun-96
7609780 33 180 147 147 7.000 2,036.75 26-Jul-93 01-Oct-93 01-Sep-2008 01-Jun-96
7610462 32 180 148 148 6.875 3,396.63 15-Sep-93 01-Nov-93 01-Oct-2008 01-May-96
7610520 32 180 148 148 6.625 2,680.96 08-Sep-93 01-Nov-93 01-Oct-2008 01-May-96
7611104 33 180 147 147 6.875 2,416.48 27-Aug-93 01-Oct-93 01-Sep-2008 01-May-96
7611217 31 180 149 149 6.625 2,265.67 08-Oct-93 01-Dec-93 01-Nov-2008 01-May-96
8962181 30 180 150 143 7.125 3,710.28 04-Nov-93 01-Jan-94 01-Dec-2008 01-May-96
8990653 32 180 148 146 6.750 2,923.75 23-Sep-93 01-Nov-93 01-Oct-2008 01-Jun-96
8991452 31 180 149 149 6.750 2,289.27 29-Oct-93 01-Dec-93 01-Nov-2008 01-May-96
8992444 31 180 149 147 6.625 2,612.04 29-Oct-93 01-Dec-93 01-Nov-2008 01-May-96
8996570 26 180 154 154 7.125 2,264.58 17-Mar-94 01-May-94 01-Apr-2009 01-May-96
8997812 25 180 155 155 6.750 3,484.33 15-Apr-94 01-Jun-94 01-May-2009 01-May-96
9545918 28 180 152 152 6.875 2,898.53 26-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9550882 29 180 151 151 6.750 2,929.05 20-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
9566689 29 180 151 151 6.875 3,121.50 17-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
9667722 29 180 151 150 6.625 2,324.49 03-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
9667777 29 180 151 151 6.625 3,195.90 07-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
9667857 28 180 152 152 6.750 1,876.01 04-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9667880 28 180 152 149 6.750 3,269.75 03-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9667915 30 180 150 150 6.875 2,899.87 12-Nov-93 01-Jan-94 01-Dec-2008 01-Jun-96
9668022 28 180 152 151 6.625 2,597.55 05-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9668044 28 180 152 152 6.625 3,662.56 10-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9668190 28 180 152 152 6.750 2,423.33 07-Jan-94 01-Mar-94 01-Feb-2009 01-Jun-96
9668260 29 180 151 151 6.625 2,317.91 13-Dec-93 01-Feb-94 01-Jan-2009 01-Jun-96
9668270 28 180 152 152 6.625 5,700.38 07-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9668281 28 180 152 152 6.750 1,901.68 13-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9668394 28 180 152 152 7.000 2,047.09 28-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9668441 29 180 151 151 7.000 3,739.13 28-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
9668463 28 180 152 152 6.625 1,955.74 28-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9668496 28 180 152 152 6.875 2,951.60 28-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9668587 28 180 152 152 7.000 1,905.52 25-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9668601 28 180 152 121 7.000 2,169.33 25-Jan-94 01-Mar-94 01-Feb-2009 01-Jun-96
9668678 28 180 152 150 6.875 2,441.90 17-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9668703 27 180 153 153 6.875 4,063.29 15-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
9668714 28 180 152 152 6.875 1,926.41 18-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9668918 26 180 154 154 6.750 2,363.60 11-Mar-94 01-May-94 01-Apr-2009 01-May-96
9668929 26 180 154 149 6.625 2,239.33 11-Mar-94 01-May-94 01-Apr-2009 01-May-96
9669138 27 180 153 153 6.750 4,939.13 24-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
9669149 27 180 153 142 6.625 1,945.64 10-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
<CAPTION>
Loan Document Type MI Company
<S> <C> <C>
7608813 Full Doc G.E. MORTGAGE INSUARNCE CO
7608846 Full Doc NEITHER FHA OR PMI
7609500 No Income NEITHER FHA OR PMI
7609601 Full Doc NEITHER FHA OR PMI
7609780 Full Doc NEITHER FHA OR PMI
7610462 Full Doc NEITHER FHA OR PMI
7610520 Full Doc NEITHER FHA OR PMI
7611104 Full Doc NEITHER FHA OR PMI
7611217 Full Doc NEITHER FHA OR PMI
8962181 Full Doc NEITHER FHA OR PMI
8990653 Full Doc NEITHER FHA OR PMI
8991452 Full Doc NEITHER FHA OR PMI
8992444 No Income NEITHER FHA OR PMI
8996570 Full Doc NEITHER FHA OR PMI
8997812 Full Doc NEITHER FHA OR PMI
9545918 Full Doc NEITHER FHA OR PMI
9550882 Full Doc NEITHER FHA OR PMI
9566689 Full Doc NEITHER FHA OR PMI
9667722 No Income NEITHER FHA OR PMI
9667777 No Income NEITHER FHA OR PMI
9667857 Full Doc NEITHER FHA OR PMI
9667880 Full Doc G.E. MORTGAGE INSUARNCE CO
9667915 Full Doc NEITHER FHA OR PMI
9668022 Full Doc G.E. MORTGAGE INSUARNCE CO
9668044 Full Doc NEITHER FHA OR PMI
9668190 Full Doc NEITHER FHA OR PMI
9668260 Full Doc NEITHER FHA OR PMI
9668270 Full Doc NEITHER FHA OR PMI
9668281 Full Doc NEITHER FHA OR PMI
9668394 Full Doc NEITHER FHA OR PMI
9668441 Full Doc NEITHER FHA OR PMI
9668463 Full Doc NEITHER FHA OR PMI
9668496 Full Doc NEITHER FHA OR PMI
9668587 Full Doc NEITHER FHA OR PMI
9668601 Full Doc NEITHER FHA OR PMI
9668678 Full Doc NEITHER FHA OR PMI
9668703 Full Doc NEITHER FHA OR PMI
9668714 Full Doc NEITHER FHA OR PMI
9668918 Full Doc NEITHER FHA OR PMI
9668929 Full Doc NEITHER FHA OR PMI
9669138 Full Doc NEITHER FHA OR PMI
9669149 Full Doc NEITHER FHA OR PMI
</TABLE>
<PAGE> 154
MORSERV 1996-1 Loan Schedule Page 36
<TABLE>
<CAPTION>
Cash Out
Loan PropType Units OccType Purpose Amt LTV Appraisal Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
7608813 Single Family 1 Primary RATE/TERM REFINANCE 0 81.73 363,500.00 0
7608846 Single Family 1 Primary RATE/TERM REFINANCE 0 68.36 378,000.00 0
7609500 Single Family 1 Primary RATE/TERM REFINANCE 0 74.42 600,000.00 0
7609601 CONDO 1 Primary PURCHASE 0 75.00 1,000,000.00 835,000.00
7609780 Single Family 1 Primary RATE/TERM REFINANCE 0 71.94 315,000.00 0
7610462 Single Family 1 Primary RATE/TERM REFINANCE 0 76.17 500,000.00 0
7610520 Single Family 1 Primary RATE/TERM REFINANCE 0 65.67 465,000.00 0
7611104 Single Family 1 Primary RATE/TERM REFINANCE 0 76.32 355,000.00 0
7611217 Single Family 1 Primary RATE/TERM REFINANCE 0 73.73 350,000.00 0
8962181 Single Family 1 Primary RATE/TERM REFINANCE 0 75.85 540,000.00 0
8990653 Single Family 1 Primary RATE/TERM REFINANCE 0 50.83 650,000.00 0
8991452 Single Family 1 Primary RATE/TERM REFINANCE 0 49.75 520,000.00 0
8992444 Single Family 1 Primary RATE/TERM REFINANCE 0 27.05 1,100,000.00 0
8996570 Single Family 1 Primary CASH OUT REFINANCE 14,982.58 71.43 350,000.00 0
8997812 Single Family 1 Primary RATE/TERM REFINANCE 0 75.00 525,000.00 0
9545918 Single Family 1 Primary RATE/TERM REFINANCE 269.9 72.22 450,000.00 0
9550882 Single Family 1 Primary RATE/TERM REFINANCE 1,379.07 66.20 500,000.00 0
9566689 Single Family 1 Primary CASH OUT REFINANCE 92,596.72 55.12 635,000.00 0
9667722 Single Family 1 Primary PURCHASE 0 75.00 355,000.00 353,000.00
9667777 Single Family 1 Primary RATE/TERM REFINANCE 0 68.68 530,000.00 0
9667857 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 265,000.00 0
9667880 Single Family 1 Primary RATE/TERM REFINANCE 0 83.03 445,000.00 0
9667915 Single Family 1 Primary PURCHASE 0 79.31 410,000.00 410,000.00
9668022 Single Family 1 Primary RATE/TERM REFINANCE 0 87.02 340,000.00 0
9668044 Single Family 1 Primary RATE/TERM REFINANCE 0 79.46 525,000.00 0
9668190 Single Family 1 Primary RATE/TERM REFINANCE 0 40.45 677,000.00 0
9668260 Single Family 1 Primary PURCHASE 0 80.00 343,000.00 330,000.00
9668270 Single Family 1 Primary RATE/TERM REFINANCE 0 74.63 870,000.00 0
9668281 Single Family 1 Primary RATE/TERM REFINANCE 0 71.63 300,000.00 0
9668394 Single Family 1 Primary RATE/TERM REFINANCE 0 47.95 475,000.00 0
9668441 Single Family 1 Primary PURCHASE 0 80.00 530,000.00 520,000.00
9668463 Single Family 1 Primary RATE/TERM REFINANCE 0 50.06 445,000.00 0
9668496 Single Family 1 Primary RATE/TERM REFINANCE 0 63.64 520,000.00 0
9668587 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 265,000.00 0
9668601 Single Family 1 Primary RATE/TERM REFINANCE 0 75.90 318,000.00 0
9668678 Single Family 1 Primary RATE/TERM REFINANCE 0 74.00 370,000.00 0
9668703 Single Family 1 Primary PURCHASE 0 75.00 695,000.00 607,500.00
9668714 Single Family 1 Primary PURCHASE 0 80.00 272,500.00 270,000.00
9668918 Single Family 1 Primary RATE/TERM REFINANCE 0 31.24 855,000.00 0
9668929 Single Family 1 Primary RATE/TERM REFINANCE 0 77.29 330,000.00 0
9669138 Single Family 1 Primary RATE/TERM REFINANCE 15.55 60.02 930,000.00 0
9669149 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 277,000.00 0
<CAPTION>
Serv.
Loan Fee PO %
<S> <C> <C>
7608813 0.20 1.071%
7608846 0.25 0.000%
7609500 0.25 0.000%
7609601 0.20 2.857%
7609780 0.20 2.857%
7610462 0.20 4.643%
7610520 0.20 8.214%
7611104 0.20 4.643%
7611217 0.20 8.214%
8962181 0.20 1.071%
8990653 0.20 6.429%
8991452 0.20 6.429%
8992444 0.20 8.214%
8996570 0.20 1.071%
8997812 0.20 6.429%
9545918 0.20 4.643%
9550882 0.20 6.429%
9566689 0.20 4.643%
9667722 0.20 8.214%
9667777 0.20 8.214%
9667857 0.20 6.429%
9667880 0.20 6.429%
9667915 0.20 4.643%
9668022 0.20 8.214%
9668044 0.20 8.214%
9668190 0.20 6.429%
9668260 0.20 8.214%
9668270 0.20 8.214%
9668281 0.20 6.429%
9668394 0.20 2.857%
9668441 0.20 2.857%
9668463 0.20 8.214%
9668496 0.20 4.643%
9668587 0.20 2.857%
9668601 0.20 2.857%
9668678 0.20 4.643%
9668703 0.20 4.643%
9668714 0.20 4.643%
9668918 0.20 6.429%
9668929 0.20 8.214%
9669138 0.20 6.429%
9669149 0.20 8.214%
</TABLE>
<PAGE> 155
MORSERV 1996-1 Loan Schedule Page 37
<TABLE>
<CAPTION>
Loan Name Street City Zip
<S> <C> <C> <C> <C>
9669160 DENNIS W. LOUGHRIDGE 5320 TILBURY DR HOUSTON, TX 77056-0000
9669182 WILLIAM H. WOLF 1404 NORTH BLVD HOUSTON, TX 77006-0000
9669580 CHARLES K. GORDON 1300 SOMERSET COURT COLLEYVILLE, TX 76034-0000
9669681 ABDUL A. RAOOF 4423 HEATHERWILDE STREET SUGAR LAND, TX 77479-0000
9669783 MARK D. MORRIS 803 CEDAR PARK DR AUSTIN, TX 78746-0000
9669808 SANDRA D. GLATZAU 2219 WROXTON RD HOUSTON, TX 77005-0000
9670192 JOHN P. EMMITTE JR 304 FIELDCREEK DRIVE FRIENDSWOOD, TX 77546-0000
9670283 THOMAS C. TURNER 3807 NORTHFIELD STREET MIDLAND, TX 79707-0000
9670498 BARBARA J. BARRON 6870 SHARON CIRCLE BEAUMOUT, TX 77706-0000
9670567 NANG T. NGUYEN 5910 RAPID CREEK CT KINGWOOD, TX 77345-0000
9670895 CHARLES G. FRAUENHOFFER 648 TIMBER CREST CIRCLE HIGHLAND VILLAGE, TX 75067-0000
9671399 RICHARD C. YEH 4910 BRAEBURN DRIVE BELLAIRE, TX 77401-0000
9671720 JAMES R. PIERCE JR 3600 INVERNESS HOUSTON, TX 77019-0000
9671730 VIJAY N KUSNOOR 2 TWIN CIRCLE DRIVE BEAUMONT, TX 77706-0000
9671763 LANE W. COBDEN 20614 AUTUMN SHORE DR KATY, TX 77450-0000
9672008 DEAN J. GMOSER 17 KATHY LINNEY SUGARLAND, TX 77479-0000
9672085 JACK E JENSEN 11204 WILDING LANE HOUSTON, TX 77024-0000
9672212 PAUL E. PEPE 118 BELLAIRE COURT BELLAIRE, TX 55555-0000
9672267 CHRISTOHER D. HUGHES 6568 IVY GLEN DRIVE DALLAS, TX 75240-0000
9732755 HERB D. STEIN 3382 TARECO DRIVE LOS ANGELES, CA 90068-0000
9733099 RAMESH G. GANATRA 25468 NELLIE GAIL ROAD LAGUNA HILLS, CA 92653-0000
9733102 ROBERT A. WYMAN AND 640 LA LOMA ROAD PASADENA, CA 91105-0000
9733601 WILLIAM J. REIFMAN 2678 BASIL LANE LOS ANGELES, CA 90077-0000
9734251 GORDON M. BERGER 554 LINCOLN BOULEVARD SANTA MONICA, CA 90402-0000
9734375 STEPHAN E. TOW, TRUSTEE 14256 ROBLAR PLACE SHERMAN OAKS, CA 91423-0000
9765594 JOHN J CLARITY 75 CONCORD RD CHELMSFORD, MA 01824-0000
9770175 FRED J. FAIRFIELD 13507 OAKWOOD DRIVE LOCKPORT, IL 60441-0000
9782651 MICHAEL H. BALINSKY 1218 LAKE STREET EVANSTON, IL 60201-0000
9782742 MAHIN D. SHOKOOH 7396 NORTH CRAWFORD LINCOLNWOOD, IL 60076-0000
9784522 RONALD J. WEIDNER 7016 JOHNSBURG ROAD SPRING GROVE, IL 60081-0000
9789694 BOYD R. BURKHARDT 4445 E. SARANAC DRIV TUCSON, AZ 85718-0000
9790605 ROBERT S. ANGEL 3535 WEST MERCER WAY MERCER ISLAND, WA 98040-0000
9795755 JAMES P. DRENNAN 240 HAMMOND DRIVE AUBURN, CA 95603-0000
9796102 GILBERT DURITZ MD 36 EL CAMINO REAL BERKELEY, CA 94705-0000
9796168 JAMES L. SHIVELY 5 MERRILL DRIVE MORAGA, CA 94556-0000
9797342 RAMIRO A. MIRANDA 456 DEBORAH LANE WALNUT CREEK, CA 94598-0000
9798480 JAMES R. DIMUGNO 1048 OCHO RIOS DRIVE DANVILLE, CA 94526-0000
9799133 STANLEY J. STANEK 4756 MATTERHORN WAY ANTIOCH, CA 94509-0000
9799246 JAMES O. ABRAMS 24 SUNNYSIDE COURT ORINDA, CA 94563-0000
9799392 LAWRENCE G. DONG 124A BELEVEDERE STREET SAN FRANCISCO, CA 94117-0000
9800083 RICK W. WATKINS 4900 SOUTH PERRY ROAD SEDALIA CO 80135-0000
9820295 ROBERT N. DAVIS 109 HIDDEN POINT HENDERSONVILLE, TN 37075-0000
<CAPTION>
Loan County Loan Amt UPB June 1 Balance
<S> <C> <C> <C> <C>
9669160 Harris 375,000.00 338,170.20 336,744.70
9669182 Harris 951,500.00 865,054.89 861,476.59
9669580 Tarrant 300,000.00 272,146.66 272,146.66
9669681 Fort Bend 237,450.00 216,765.35 215,877.28
9669783 Travis 210,000.00 191,880.15 191,101.17
9669808 Harris 234,400.00 215,039.34 214,174.71
9670192 Galveston 270,000.00 247,870.90 247,870.90
9670283 Midland 368,000.00 340,202.88 338,926.99
9670498 Jefferson 216,000.00 200,181.19 200,181.19
9670567 Harris 222,000.00 202,011.30 201,231.44
9670895 Denton 250,000.00 231,720.56 231,720.56
9671399 Harris 260,000.00 243,123.60 243,123.60
9671720 Harris 742,250.00 697,625.09 695,124.34
9671730 Jefferson 408,000.00 384,679.57 383,366.06
9671763 Harris 390,000.00 366,452.94 366,452.94
9672008 Fort Bend 350,000.00 329,994.69 328,867.90
9672085 Harris 910,000.00 853,936.42 853,936.42
9672212 Harris 210,000.00 91,114.75 89,703.86
9672267 Dallas 250,000.00 234,442.20 234,442.20
9732755 Los Angeles 400,000.00 359,876.01 358,370.38
9733099 Orange 500,000.00 441,704.00 439,797.46
9733102 Los Angeles 750,000.00 674,370.07 671,562.68
9733601 Los Angeles 325,000.00 268,801.39 268,801.39
9734251 Los Angeles 391,500.00 354,400.99 352,958.92
9734375 Los Angeles 568,000.00 515,186.39 513,127.47
9765594 Middlesex 240,000.00 217,566.74 216,696.05
9770175 Will 208,000.00 189,408.96 189,408.96
9782651 Cook 328,000.00 298,119.27 296,918.22
9782742 Cook 218,000.00 196,434.57 196,434.57
9784522 McHenry 328,500.00 298,000.55 296,778.09
9789694 Pima 363,750.00 331,936.39 330,612.29
9790605 King 700,000.00 640,161.57 637,586.17
9795755 Placer 292,000.00 243,723.75 242,525.83
9796102 Alameda 450,000.00 407,085.10 405,425.92
9796168 Contra Costa 361,000.00 327,799.27 326,466.66
9797342 Contra Costa 552,000.00 501,405.84 499,382.75
9798480 Contra Costa 238,000.00 216,984.67 216,111.19
9799133 Contra Costa 258,000.00 235,606.63 234,648.85
9799246 Contra Costa 290,000.00 264,148.26 263,075.23
9799392 San Francisco 235,000.00 214,468.83 213,630.78
9800083 Douglas 295,700.00 264,616.75 263,495.56
9820295 Sumner 246,600.00 223,704.48 222,786.80
</TABLE>
<PAGE> 156
MORSERV 1996-1 Loan Schedule Page 38
<TABLE>
<CAPTION>
Sch Rem Act Rem First Final
Loan Age Term Term Term Rate PI Closed Payment Payment Paid To
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
9669160 27 180 153 151 6.625 3,292.48 18-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
9669182 27 180 153 153 6.625 8,354.12 22-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
9669580 27 180 153 153 6.875 2,675.57 28-Feb-94 01-Apr-94 01-Mar-2009 01-Jun-96
9669681 26 180 154 154 6.625 2,084.80 25-Mar-94 01-May-94 01-Apr-2009 01-May-96
9669783 26 180 154 154 6.750 1,858.31 28-Mar-94 01-May-94 01-Apr-2009 01-May-96
9669808 25 180 155 155 6.750 2,074.23 12-Apr-94 01-Jun-94 01-May-2009 01-May-96
9670192 24 180 156 155 7.375 2,483.80 13-May-94 01-Jul-94 01-Jun-2009 01-Jun-96
9670283 24 180 156 155 7.625 3,437.60 27-May-94 01-Jul-94 01-Jun-2009 01-May-96
9670498 23 180 157 156 8.125 2,079.83 13-Jun-94 01-Aug-94 01-Jul-2009 01-Jun-96
9670567 24 180 156 151 7.875 2,105.56 27-May-94 01-Jul-94 01-Jun-2009 01-May-96
9670895 23 180 157 157 7.750 2,353.19 10-Jun-94 01-Aug-94 01-Jul-2009 01-Jun-96
9671399 21 180 159 159 8.000 2,484.70 15-Aug-94 01-Oct-94 01-Sep-2009 01-Jun-96
9671720 20 180 160 160 7.625 6,933.58 09-Sep-94 01-Nov-94 01-Oct-2009 01-May-96
9671730 20 180 160 160 8.250 3,958.18 29-Sep-94 01-Nov-94 01-Oct-2009 01-May-96
9671763 20 180 160 160 8.250 3,783.55 26-Sep-94 01-Nov-94 01-Oct-2009 01-Jun-96
9672008 20 180 160 160 8.250 3,395.50 20-Sep-94 01-Nov-94 01-Oct-2009 01-May-96
9672085 20 180 160 160 8.000 8,696.44 22-Sep-94 01-Nov-94 01-Oct-2009 01-Jun-96
9672212 19 180 161 53 8.250 2,037.30 11-Oct-94 01-Dec-94 01-Nov-2009 01-May-96
9672267 20 180 160 160 7.875 2,371.13 30-Sep-94 01-Nov-94 01-Oct-2009 01-Jun-96
9732755 30 180 150 150 6.875 3,567.42 24-Nov-93 01-Jan-94 01-Dec-2008 01-May-96
9733099 27 180 153 145 7.125 4,529.16 15-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
9733102 28 180 152 150 7.000 6,741.22 20-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9733601 28 180 152 133 6.875 2,898.53 05-Jan-94 01-Mar-94 01-Feb-2009 01-Jun-96
9734251 29 180 151 151 7.125 3,546.33 09-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
9734375 29 180 151 151 7.375 5,225.17 28-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
9765594 29 180 151 151 7.375 2,207.82 15-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
9770175 27 180 153 153 7.375 1,913.45 09-Feb-94 01-Apr-94 01-Mar-2009 01-Jun-96
9782651 28 180 152 152 7.125 2,971.13 13-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9782742 29 180 151 151 7.250 1,990.05 13-Dec-93 01-Feb-94 01-Jan-2009 01-Jun-96
9784522 28 180 152 152 6.875 2,929.75 20-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9789694 27 180 153 153 7.125 3,294.97 09-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
9790605 26 180 154 154 6.875 6,242.99 25-Mar-94 01-May-94 01-Apr-2009 01-May-96
9795755 28 180 152 133 7.125 2,645.03 27-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9796102 29 180 151 151 7.125 4,076.25 15-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
9796168 28 180 152 152 7.000 3,244.77 12-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9797342 28 180 152 152 7.125 5,000.19 26-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9798480 27 180 153 153 7.000 2,139.22 16-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
9799133 26 180 154 154 6.750 2,283.07 14-Mar-94 01-May-94 01-Apr-2009 01-May-96
9799246 27 180 153 153 6.875 2,586.38 18-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
9799392 26 180 154 152 7.500 2,178.48 14-Mar-94 01-May-94 01-Apr-2009 01-May-96
9800083 29 180 151 149 6.875 2,637.22 22-Dec-93 01-Feb-94 01-Jan-2009 01-May-96
9820295 28 180 152 152 6.875 2,199.32 07-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
<CAPTION>
Loan Document Type MI Company
<S> <C> <C>
9669160 Full Doc NEITHER FHA OR PMI
9669182 Full Doc NEITHER FHA OR PMI
9669580 Full Doc NEITHER FHA OR PMI
9669681 Full Doc NEITHER FHA OR PMI
9669783 Full Doc NEITHER FHA OR PMI
9669808 Full Doc NEITHER FHA OR PMI
9670192 Full Doc NEITHER FHA OR PMI
9670283 Full Doc NEITHER FHA OR PMI
9670498 Full Doc G.E. MORTGAGE INSUARNCE CO
9670567 Full Doc NEITHER FHA OR PMI
9670895 Full Doc NEITHER FHA OR PMI
9671399 Full Doc NEITHER FHA OR PMI
9671720 Full Doc NEITHER FHA OR PMI
9671730 Full Doc NEITHER FHA OR PMI
9671763 Full Doc NEITHER FHA OR PMI
9672008 Full Doc NEITHER FHA OR PMI
9672085 Full Doc NEITHER FHA OR PMI
9672212 Full Doc NEITHER FHA OR PMI
9672267 Full Doc NEITHER FHA OR PMI
9732755 Full Doc NEITHER FHA OR PMI
9733099 Full Doc NEITHER FHA OR PMI
9733102 Full Doc NEITHER FHA OR PMI
9733601 Full Doc NEITHER FHA OR PMI
9734251 Full Doc NEITHER FHA OR PMI
9734375 Full Doc NEITHER FHA OR PMI
9765594 Full Doc U.G.I.
9770175 Full Doc NEITHER FHA OR PMI
9782651 Full Doc NEITHER FHA OR PMI
9782742 Full Doc NEITHER FHA OR PMI
9784522 Full Doc NEITHER FHA OR PMI
9789694 Full Doc NEITHER FHA OR PMI
9790605 Full Doc NEITHER FHA OR PMI
9795755 Full Doc NEITHER FHA OR PMI
9796102 Full Doc NEITHER FHA OR PMI
9796168 Full Doc NEITHER FHA OR PMI
9797342 Full Doc NEITHER FHA OR PMI
9798480 Full Doc NEITHER FHA OR PMI
9799133 Full Doc NEITHER FHA OR PMI
9799246 Full Doc NEITHER FHA OR PMI
9799392 Full Doc NEITHER FHA OR PMI
9800083 Full Doc NEITHER FHA OR PMI
9820295 Full Doc PMI MORTGAGE INSUARNCE CO
</TABLE>
<PAGE> 157
MORSERV 1996-1 Loan Schedule Page 39
<TABLE>
<CAPTION>
Cash Out
Loan PropType Units OccType Purpose Amt LTV Appraisal Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
9669160 Single Family 1 Primary RATE/TERM REFINANCE 0 50.00 750,000.00 0
9669182 Single Family 1 Primary RATE/TERM REFINANCE 0 59.47 1,600,000.00 0
9669580 Single Family 1 Primary PURCHASE 0 46.16 655,000.00 649,900.00
9669681 Single Family 1 Primary RATE/TERM REFINANCE 0 75.38 315,000.00 0
9669783 Single Family 1 Primary PURCHASE 0 77.78 271,000.00 270,000.00
9669808 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 293,000.00 0
9670192 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 337,500.00 0
9670283 Single Family 1 Primary RATE/TERM REFINANCE 0 77.47 475,000.00 0
9670498 Single Family 1 Primary RATE/TERM REFINANCE 0 90.00 240,000.00 0
9670567 Single Family 1 Primary PURCHASE 0 79.86 280,000.00 278,000.00
9670895 Single Family 1 Primary PURCHASE 0 71.63 359,000.00 349,000.00
9671399 Single Family 1 Primary PURCHASE 0 52.70 550,000.00 493,400.00
9671720 Single Family 1 Primary PURCHASE 0 63.04 1,177,500.00 1,200,000.00
9671730 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 510,000.00 0
9671763 Single Family 1 Primary PURCHASE 0 70.91 555,000.00 550,000.00
9672008 Single Family 1 Primary PURCHASE 0 75.27 465,000.00 465,000.00
9672085 Single Family 1 Primary RATE/TERM REFINANCE 0 70.00 1,300,000.00 0
9672212 Single Family 1 Primary PURCHASE 0 50.00 420,000.00 420,000.00
9672267 Single Family 1 Primary PURCHASE 0 71.43 363,000.00 350,000.00
9732755 Single Family 1 Primary CASH OUT REFINANCE 41,893.00 61.54 650,000.00 0
9733099 Single Family 1 Primary CASH OUT REFINANCE 9,664.63 50.00 1,000,000.00 0
9733102 Single Family 1 Primary RATE/TERM REFINANCE 0 68.18 1,100,000.00 0
9733601 CONDO 1 Primary CASH OUT REFINANCE 6,195.81 48.15 675,000.00 0
9734251 Single Family 1 Primary RATE/TERM REFINANCE 0 67.50 580,000.00 0
9734375 Single Family 1 Primary RATE/TERM REFINANCE 0 76.76 740,000.00 0
9765594 Single Family 1 Primary RATE/TERM REFINANCE 0 82.76 290,000.00 0
9770175 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 260,000.00 0
9782651 Single Family 1 Primary PURCHASE 0 80.00 410,000.00 410,000.00
9782742 Single Family 1 Primary RATE/TERM REFINANCE 0 74.66 292,000.00 0
9784522 Single Family 1 Primary CASH OUT REFINANCE 230,977.83 75.00 438,000.00 0
9789694 Single Family 1 Primary CASH OUT REFINANCE 300,825.00 75.00 485,000.00 0
9790605 Single Family 1 Primary RATE/TERM REFINANCE 0 35.90 1,950,000.00 0
9795755 Single Family 1 Primary RATE/TERM REFINANCE 1,932.17 54.07 540,000.00 0
9796102 Single Family 1 Primary RATE/TERM REFINANCE 0 61.64 730,000.00 0
9796168 Single Family 1 Primary CASH OUT REFINANCE 93,283.00 55.97 645,000.00 0
9797342 Single Family 1 Primary RATE/TERM REFINANCE 0 76.67 720,000.00 0
9798480 Single Family 1 Primary CASH OUT REFINANCE 97,289.67 58.77 405,000.00 0
9799133 Single Family 1 Primary RATE/TERM REFINANCE 0 72.68 355,000.00 0
9799246 Single Family 1 Primary CASH OUT REFINANCE 50,715.00 58.59 495,000.00 0
9799392 CONDO 1 Primary RATE/TERM REFINANCE 0 78.33 300,000.00 0
9800083 Single Family 1 Primary RATE/TERM REFINANCE 0 57.98 510,000.00 0
9820295 Single Family 1 Primary PURCHASE 0 90.00 275,000.00 274,000.00
<CAPTION>
Serv.
Loan Fee PO %
<S> <C> <C>
9669160 0.20 8.214%
9669182 0.20 8.214%
9669580 0.20 4.643%
9669681 0.20 8.214%
9669783 0.20 6.429%
9669808 0.20 6.429%
9670192 0.25 0.000%
9670283 0.25 0.000%
9670498 0.25 0.000%
9670567 0.25 0.000%
9670895 0.25 0.000%
9671399 0.25 0.000%
9671720 0.25 0.000%
9671730 0.25 0.000%
9671763 0.25 0.000%
9672008 0.25 0.000%
9672085 0.25 0.000%
9672212 0.25 0.000%
9672267 0.25 0.000%
9732755 0.20 4.643%
9733099 0.20 1.071%
9733102 0.20 2.857%
9733601 0.20 4.643%
9734251 0.20 1.071%
9734375 0.25 0.000%
9765594 0.25 0.000%
9770175 0.25 0.000%
9782651 0.20 1.071%
9782742 0.25 0.000%
9784522 0.20 4.643%
9789694 0.20 1.071%
9790605 0.20 4.643%
9795755 0.20 1.071%
9796102 0.20 1.071%
9796168 0.20 2.857%
9797342 0.20 1.071%
9798480 0.20 2.857%
9799133 0.20 6.429%
9799246 0.20 4.643%
9799392 0.25 0.000%
9800083 0.20 4.643%
9820295 0.20 4.643%
</TABLE>
<PAGE> 158
MORSERV 1996-1 Loan Schedule Page 40
<TABLE>
<CAPTION>
Loan Name Street City Zip
<S> <C> <C> <C> <C>
9821968 HARTMUT H. MALLUCHE 1521 SHANNON RUN ROAD VERSAILLES, KY 40383-0000
9827658 EDWIN B. MIERS JR 106 RAPID RIVER TRAI GREENVILLE, SC 29615-0000
9829358 CRAIG M LOWRY 171 MORNING LAKE DRIVE MOORE, SC 29369-0000
9842083 CAROLYN S. ARTIS 1174 NORTH HILLCREST RD. BEVERLY HILLS, CA 90210-0000
9844158 LOUIS G. COWAN 2240 MANDEVILLE CANYON ROAD LOS ANGELES, CA 90049-0000
9855030 GREGG B. RAINS 35 HYDE STREET WEYMOUTH, MA 02188-0000
9858935 RICHARD T. MURPHY 25 PIERREPONT ROAD WINCHESTER, MA 01890-0000
9862728 HARRY C. MIDGLEY III 241 OCEAN DRIVE JUPITER INLET BEA, FL 33469-0000
9865158 ROBERT J. LOUREA 127 BRUCE ROAD TWO OF UPPER MAKE, PA 18977-0000
9866208 DAVID FLORES 8 TRAFALGAR DRIVE TWP OF LIVINGSTON, NJ 07039-0000
9896366 WILLIAM R. NIMS 400 SUMMER HILL ROAD MADISON, CT 06443-0000
10204572 JOHN N. PHILLIPS 610 BLUFF POST SAN ANTONIO, TX 78231-0000
10206308 JEFFREY E. CURTISS 647 HEDWIG ROAD HOUSTON, TX 77024-0000
10206374 JAMES W. OYER 3410 AMHERST STREET HOUSTON, TX 77005-0000
31900040 LARRY D. GRUBB 2524 TROTTER ROAD FLORENCE, SC 29501-0000
32100297 JOSEPH A. ASBURY 5800 CAMINO TASSAJAR PLEASANTON, CA 94588-0000
32101540 F B. NELSON JR. 3521 PERADA DRIVE WALNUT CREEK, CA 94598-0000
32101675 KENT S. LITTLEHALE 1070 CAROLYN AVENUE SAN JOSE, CA 95125-0000
32801735 CHRISTOPHER J. KLINGER 9425 N. CALLE EL MIL TUCSON, AZ 85737-0000
33100587 PAUL R. CLISHAM 434 PINE STREET NEW ORLEANS, LA 70118-0000
33300021 MICHAEL N. PETERS 1140 COASTAL HIGHWAY #14 PH OCEAN CITY, MD 21842-0000
33301669 JOSEPH F. CAMPAGNA 11428 PURPLE BEACH DRIVE RESTON, VA 22091-0000
33600637 EDDIE M. PETRO 16795 PERDIDO KEY DR #A503 PENSACOLA, FL 32507-0000
60000756 PETER J. NEUFELD 14 REMSEN STREET BROOKLYN, NY 11201-0000
60000891 SIDNEY S. ROSDEITCHER 90 RIVERSIDE DRIVE APT. 5A NEW YORK, NY 10024-0000
60001001 BIJAN M. GOHARI 8 SYCAMORE DRIVE ROSLYN, NY 11576-0000
60002208 JOSEPH BONGIORNO 161-30 92ND STREET HOWARD BEACH, NY 11414-0000
60003856 NABENDU PANDEY 3341 RICHMOND ROAD STATEN ISLAND, NY 10306-0000
60005192 MICHAEL D. SHALHOUB 37 PARKWAY CIRCLE SCARSDALE, NY 10583-0000
60005443 JODI A. KARP 245 EAST 87TH STREET #19C NEW YORK, NY 10128-0000
60006140 KENNETH E. ADELSBERG 245 EAST 93RD STREET #16H NEW YORK, NY 10128-0000
60006209 ISAAC SHAMAH 210 CENTRAL PARK SOUTH #11D NEW YORK, NY 10019-0000
60006617 EDWARD FRIEDMAN 11A HEDGES BANKS DRIVE EAST HAMPTON, NY 11937-0000
60006661 CARLO LAURICELLA 2154 68TH STREET BROOKLYN, NY 11204-0000
60007518 HARVEY A GATOFF 15 DUNE ROAD QUOGUE, NY 11959-0000
60008000 YEON C. KIM 10 DORSET ROAD GREAT NECK, NY 11020-0000
60008168 ANTHONY VARVARO 62 BAY WALK FIRE ISLAND PINES, NY 11782-0000
60008281 STEPHEN B. JUDLOWE PHEASANT CLOSE SOUTH HAMPTON, NY 11968-0000
60009014 SANDRA J. LEVY 9 WESTHAVEN LANE WHITE PLAINS, NY 10605-0000
60009477 JOSEPH M. WALTZ 720 MILTON ROAD APT4B SOUTH RYE, NY 10580-0000
60011107 LOUIS DALAVERIS 160 W 66TH STREET #58E NEW YORK, NY 10023-0000
60011504 ALFRED STRACHER 47 THE OAKS ROSLYN ESTATES, NY 11576-0000
<CAPTION>
Loan County Loan Amt UPB June 1 Balance
<S> <C> <C> <C> <C>
9821968 Woodford 980,000.00 898,623.48 895,106.60
9827658 Greenville 212,000.00 193,635.32 192,869.93
9829358 Spartanburg 237,000.00 216,469.26 216,469.26
9842083 Los Angeles 950,000.00 863,688.02 860,139.63
9844158 Los Angeles 302,000.00 278,690.76 277,640.53
9855030 Norfolk 225,000.00 204,696.62 203,879.38
9858935 Middlesex 244,350.00 221,623.40 221,623.40
9862728 Palm Beach 675,000.00 618,949.79 616,527.45
9865158 Bucks 288,700.00 262,839.75 262,839.75
9866208 Essex 300,000.00 273,256.70 272,146.66
9896366 New Haven 495,000.00 451,791.25 449,939.44
10204572 Bexar 316,300.00 290,424.45 289,267.40
10206308 Harris 559,000.00 510,304.80 508,214.12
10206374 Harris 280,100.00 255,561.92 254,513.56
31900040 Florence 263,500.00 151,381.57 149,887.94
32100297 Contra Costa 286,000.00 252,789.35 252,789.35
32101540 Contra Costa 243,750.00 224,566.20 223,704.03
32101675 Santa Clara 337,500.00 310,099.14 308,908.59
32801735 Pima 250,000.00 228,469.79 227,586.20
33100587 Orleans 224,000.00 206,378.15 205,591.50
33300021 Worcester 248,000.00 227,604.67 226,722.08
33301669 Fairfax 307,500.00 285,875.68 284,857.89
33600637 Escambia 232,000.00 213,882.65 213,068.75
60000756 Kings 350,000.00 320,749.01 319,446.83
60000891 New York 353,000.00 323,118.42 323,118.42
60001001 Nassau 230,000.00 210,819.82 209,964.33
60002208 Queens 230,000.00 211,002.63 210,154.22
60003856 Richmond 304,000.00 268,512.81 267,339.92
60005192 Westchester 252,000.00 230,956.96 230,026.11
60005443 New York 240,000.00 221,420.15 220,554.58
60006140 New York 240,000.00 219,488.20 219,488.20
60006209 New York 339,000.00 313,971.52 312,755.99
60006617 Suffolk 305,200.00 280,177.40 279,060.64
60006661 Kings 228,000.00 208,975.66 208,127.55
60007518 Suffolk 425,000.00 355,803.41 354,073.39
60008000 Nassau 450,000.00 407,717.57 407,717.57
60008168 Suffolk 225,000.00 205,953.59 205,132.62
60008281 Suffolk 500,000.00 458,701.71 456,857.36
60009014 Westchester 285,000.00 261,682.81 260,640.24
60009477 Westchester 216,350.00 198,989.21 198,989.21
60011107 New York 499,950.00 459,413.78 457,599.99
60011504 Nassau 300,000.00 276,207.17 275,129.65
</TABLE>
<PAGE> 159
MORSERV 1996-1 Loan Schedule Page 41
<TABLE>
<CAPTION>
Sch Rem Act Rem First Final
Loan Age Term Term Term Rate PI Closed Payment Payment Paid To
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
9821968 26 180 154 154 7.250 8,946.06 28-Feb-94 01-May-94 01-Apr-2009 01-May-96
9827658 27 180 153 153 7.250 1,935.27 04-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
9829358 26 180 154 154 7.250 2,163.49 23-Mar-94 01-May-94 01-Apr-2009 01-Jun-96
9842083 26 180 154 153 6.750 8,406.64 16-Mar-94 01-May-94 01-Apr-2009 01-May-96
9844158 25 180 155 155 7.625 2,821.08 28-Apr-94 01-Jun-94 01-May-2009 01-May-96
9855030 28 180 152 152 7.250 2,053.95 04-Jan-94 01-Mar-94 01-Feb-2009 01-May-96
9858935 28 180 152 152 7.375 2,247.84 28-Jan-94 01-Mar-94 01-Feb-2009 01-Jun-96
9862728 26 180 154 154 7.250 6,161.83 01-Mar-94 01-May-94 01-Apr-2009 01-May-96
9865158 28 180 152 153 7.375 2,655.82 11-Jan-94 01-Mar-94 01-Feb-2009 01-Jun-96
9866208 27 180 153 153 6.875 2,675.57 02-Feb-94 01-Apr-94 01-Mar-2009 01-May-96
9896366 26 180 154 154 6.625 4,346.07 09-Mar-94 01-May-94 01-Apr-2009 01-May-96
10204572 25 180 155 155 6.875 2,820.94 25-Apr-94 01-Jun-94 01-May-2009 01-May-96
10206308 26 180 154 154 6.625 4,907.99 22-Mar-94 01-May-94 01-Apr-2009 01-May-96
10206374 26 180 154 154 6.625 2,459.27 31-Mar-94 01-May-94 01-Apr-2009 01-May-96
31900040 25 180 155 78 7.375 2,424.00 28-Apr-94 01-Jun-94 01-May-2009 01-May-96
32100297 25 180 155 145 7.500 2,651.26 01-Apr-94 01-Jun-94 01-May-2009 01-Jun-96
32101540 25 180 155 155 7.375 2,242.32 06-Apr-94 01-Jun-94 01-May-2009 01-May-96
32101675 24 180 156 154 7.500 3,128.67 11-May-94 01-Jul-94 01-Jun-2009 01-May-96
32801735 24 180 156 152 7.625 2,335.33 13-May-94 01-Jul-94 01-Jun-2009 01-May-96
33100587 25 180 155 155 7.500 2,076.51 28-Apr-94 01-Jun-94 01-May-2009 01-May-96
33300021 26 180 154 154 7.375 2,281.41 30-Mar-94 01-May-94 01-Apr-2009 01-May-96
33301669 24 180 156 156 8.250 2,983.19 23-May-94 01-Jul-94 01-Jun-2009 01-May-96
33600637 25 180 155 155 7.500 2,150.67 13-Apr-94 01-Jun-94 01-May-2009 01-May-96
60000756 25 180 155 155 6.625 3,072.98 05-Apr-94 01-Jun-94 01-May-2009 01-May-96
60000891 25 180 155 155 7.000 3,172.87 19-Apr-94 01-Jun-94 01-May-2009 01-Jun-96
60001001 25 180 155 155 6.625 2,019.39 01-Apr-94 01-Jun-94 01-May-2009 01-May-96
60002208 25 180 155 155 6.750 2,035.30 13-Apr-94 01-Jun-94 01-May-2009 01-May-96
60003856 25 180 155 146 6.875 2,711.24 14-Apr-94 01-Jun-94 01-May-2009 01-May-96
60005192 25 180 155 155 6.750 2,229.98 06-Apr-94 01-Jun-94 01-May-2009 01-May-96
60005443 24 180 156 156 7.000 2,157.19 02-May-94 01-Jul-94 01-Jun-2009 01-May-96
60006140 25 180 155 155 6.875 2,140.46 12-Apr-94 01-Jun-94 01-May-2009 01-Jun-96
60006209 23 180 157 157 7.000 3,047.03 08-Jun-94 01-Aug-94 01-Jul-2009 01-May-96
60006617 25 180 155 155 6.875 2,721.94 14-Apr-94 01-Jun-94 01-May-2009 01-May-96
60006661 25 180 155 155 6.625 2,001.83 07-Apr-94 01-Jun-94 01-May-2009 01-May-96
60007518 25 180 155 133 7.250 3,879.67 06-Apr-94 01-Jun-94 01-May-2009 01-May-96
60008000 24 180 156 152 7.250 4,107.89 05-May-94 01-Jul-94 01-Jun-2009 01-Jun-96
60008168 26 180 154 154 7.000 2,022.37 23-Mar-94 01-May-94 01-Apr-2009 01-May-96
60008281 25 180 155 155 6.750 4,424.55 15-Apr-94 01-Jun-94 01-May-2009 01-May-96
60009014 25 180 155 155 6.875 2,541.79 20-Apr-94 01-Jun-94 01-May-2009 01-May-96
60009477 24 180 156 156 7.125 1,959.77 16-May-94 01-Jul-94 01-Jun-2009 01-Jun-96
60011107 25 180 155 155 7.000 4,493.70 25-Apr-94 01-Jun-94 01-May-2009 01-May-96
60011504 24 180 156 155 7.125 2,717.50 28-Apr-94 01-Jul-94 01-Jun-2009 01-May-96
<CAPTION>
Loan Document Type MI Company
<S> <C> <C>
9821968 Full Doc NEITHER FHA OR PMI
9827658 Full Doc NEITHER FHA OR PMI
9829358 Full Doc NEITHER FHA OR PMI
9842083 Full Doc NEITHER FHA OR PMI
9844158 Full Doc NEITHER FHA OR PMI
9855030 Full Doc NEITHER FHA OR PMI
9858935 Full Doc NEITHER FHA OR PMI
9862728 Full Doc NEITHER FHA OR PMI
9865158 Full Doc NEITHER FHA OR PMI
9866208 Full Doc NEITHER FHA OR PMI
9896366 Full Doc NEITHER FHA OR PMI
10204572 Full Doc NEITHER FHA OR PMI
10206308 Full Doc NEITHER FHA OR PMI
10206374 Full Doc NEITHER FHA OR PMI
31900040 Full Doc NEITHER FHA OR PMI
32100297 Full Doc NEITHER FHA OR PMI
32101540 Full Doc NEITHER FHA OR PMI
32101675 Full Doc NEITHER FHA OR PMI
32801735 Full Doc NEITHER FHA OR PMI
33100587 Full Doc NEITHER FHA OR PMI
33300021 Full Doc NEITHER FHA OR PMI
33301669 Full Doc NEITHER FHA OR PMI
33600637 Full Doc NEITHER FHA OR PMI
60000756 Full Doc NEITHER FHA OR PMI
60000891 Full Doc NEITHER FHA OR PMI
60001001 Full Doc NEITHER FHA OR PMI
60002208 No Income NEITHER FHA OR PMI
60003856 Full Doc NEITHER FHA OR PMI
60005192 Full Doc NEITHER FHA OR PMI
60005443 Full Doc NEITHER FHA OR PMI
60006140 Full Doc NEITHER FHA OR PMI
60006209 Full Doc NEITHER FHA OR PMI
60006617 No Income NEITHER FHA OR PMI
60006661 No Income NEITHER FHA OR PMI
60007518 Full Doc NEITHER FHA OR PMI
60008000 Full Doc NEITHER FHA OR PMI
60008168 Full Doc NEITHER FHA OR PMI
60008281 Full Doc NEITHER FHA OR PMI
60009014 Full Doc NEITHER FHA OR PMI
60009477 Full Doc NEITHER FHA OR PMI
60011107 Full Doc NEITHER FHA OR PMI
60011504 Full Doc NEITHER FHA OR PMI
</TABLE>
<PAGE> 160
MORSERV 1996-1 Loan Schedule Page 42
<TABLE>
<CAPTION>
Cash Out
Loan PropType Units OccType Purpose Amt LTV Appraisal Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
9821968 Single Family 1 Primary RATE/TERM REFINANCE 0 70.00 1,400,000.00 0
9827658 Single Family 1 Primary RATE/TERM REFINANCE 0 70.67 300,000.00 0
9829358 Single Family 1 Primary PURCHASE 0 77.20 315,000.00 307,000.00
9842083 Single Family 1 Primary RATE/TERM REFINANCE 0 50.00 1,900,000.00 0
9844158 Single Family 1 Primary CASH OUT REFINANCE 101,994.69 27.46 1,100,000.00 0
9855030 Single Family 1 Primary CASH OUT REFINANCE 225,000.00 68.60 328,000.00 0
9858935 Single Family 1 Primary CASH OUT REFINANCE 84,120.61 74.05 330,000.00 0
9862728 Single Family 1 Primary PURCHASE 0 75.00 925,000.00 900,000.00
9865158 Single Family 1 Primary CASH OUT REFINANCE 20,539.06 74.99 385,000.00 0
9866208 Single Family 1 Primary CASH OUT REFINANCE 6,495.00 76.14 394,000.00 0
9896366 Single Family 1 Primary RATE/TERM REFINANCE 0 79.71 621,000.00 0
10204572 Single Family 1 Primary PURCHASE 0 80.00 414,000.00 395,400.00
10206308 Single Family 1 Primary RATE/TERM REFINANCE 0 50.82 1,100,000.00 0
10206374 Single Family 1 Primary RATE/TERM REFINANCE 0 48.71 575,000.00 0
31900040 Single Family 1 Primary PURCHASE 0 79.37 347,000.00 332,000.00
32100297 Single Family 1 Primary RATE/TERM REFINANCE 2,207.73 63.56 450,000.00 0
32101540 Single Family 1 Primary CASH OUT REFINANCE 46,394.80 75.00 325,000.00 0
32101675 Single Family 1 Primary CASH OUT REFINANCE 39,293.51 75.00 450,000.00 0
32801735 Single Family 1 Primary PURCHASE 0 68.49 365,000.00 365,000.00
33100587 Single Family 1 Primary PURCHASE 0 80.00 283,000.00 280,000.00
33300021 CONDO 1 Vacation PURCHASE 0 80.00 327,500.00 310,000.00
33301669 PUD 1 Primary CASH OUT REFINANCE 258,824.08 75.00 410,000.00 0
33600637 CONDO 1 Vacation PURCHASE 0 80.00 290,000.00 290,000.00
60000756 Multi Family 2 Primary CASH OUT REFINANCE 15,628.92 38.04 920,000.00 0
60000891 COOP 1 Primary RATE/TERM REFINANCE 0 44.13 800,000.00 0
60001001 Single Family 1 Primary RATE/TERM REFINANCE 0 54.12 425,000.00 0
60002208 Single Family 1 Primary CASH OUT REFINANCE 2,787.71 74.19 310,000.00 0
60003856 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 380,000.00 0
60005192 Single Family 1 Primary RATE/TERM REFINANCE 0 80.00 315,000.00 0
60005443 COOP 1 Primary PURCHASE 0 75.00 323,000.00 320,000.00
60006140 CONDO 1 Primary RATE/TERM REFINANCE 0 77.42 310,000.00 0
60006209 COOP 1 Primary RATE/TERM REFINANCE 0 70.63 480,000.00 0
60006617 Single Family 1 Primary RATE/TERM REFINANCE 339.84 72.67 420,000.00 0
60006661 Single Family 1 Primary RATE/TERM REFINANCE 1,031.71 79.17 288,000.00 0
60007518 Single Family 1 Vacation RATE/TERM REFINANCE 0 44.93 946,000.00 0
60008000 Single Family 1 Primary CASH OUT REFINANCE 233,856.18 56.25 800,000.00 0
60008168 Single Family 1 Vacation RATE/TERM REFINANCE 0 64.29 350,000.00 0
60008281 Single Family 1 Vacation PURCHASE 0 58.82 862,000.00 850,000.00
60009014 Single Family 1 Primary RATE/TERM REFINANCE 0 53.27 535,000.00 0
60009477 COOP 1 Primary RATE/TERM REFINANCE 0 65.56 330,000.00 0
60011107 CONDO 1 Primary PURCHASE 0 64.34 777,000.00 777,000.00
60011504 Single Family 1 Primary CASH OUT REFINANCE 25,733.71 45.80 655,000.00 0
<CAPTION>
Serv.
Loan Fee PO %
<S> <C> <C>
9821968 0.25 0.000%
9827658 0.25 0.000%
9829358 0.25 0.000%
9842083 0.20 6.429%
9844158 0.25 0.000%
9855030 0.25 0.000%
9858935 0.25 0.000%
9862728 0.25 0.000%
9865158 0.25 0.000%
9866208 0.20 4.643%
9896366 0.20 8.214%
10204572 0.20 4.643%
10206308 0.20 8.214%
10206374 0.20 8.214%
31900040 0.25 0.000%
32100297 0.25 0.000%
32101540 0.25 0.000%
32101675 0.25 0.000%
32801735 0.25 0.000%
33100587 0.25 0.000%
33300021 0.25 0.000%
33301669 0.25 0.000%
33600637 0.25 0.000%
60000756 0.20 8.214%
60000891 0.20 2.857%
60001001 0.20 8.214%
60002208 0.20 6.429%
60003856 0.20 4.643%
60005192 0.20 6.429%
60005443 0.20 2.857%
60006140 0.20 4.643%
60006209 0.20 2.857%
60006617 0.20 4.643%
60006661 0.20 8.214%
60007518 0.25 0.000%
60008000 0.25 0.000%
60008168 0.20 2.857%
60008281 0.20 6.429%
60009014 0.20 4.643%
60009477 0.20 1.071%
60011107 0.20 2.857%
60011504 0.20 1.071%
</TABLE>
<PAGE> 161
MORSERV 1996-1 Loan Schedule Page 43
<TABLE>
<CAPTION>
Loan Name Street City Zip
<S> <C> <C> <C> <C>
60013055 VINH B. NGUYEN 1 WAGNER PLACE HASTING ON HUDSON, NY 10706-0000
60013703 ALBERTO REYES 340 EAST 64TH STREET #14G NEW YORK, NY 10021-0000
60015550 WILLIAM B. MCCLOSKEY JR 12 BURTON AVENUE STATEN ISLAND, NY 10309-0000
60018140 TIMOTHY CROAK 5 VILLAGE LANE QUOGUE, NY 11959-0000
60050798 IMAD J. BAKOSS 2 ROMER ROAD STATEN ISLAND, NY 10304-0000
60056874 DERRICK M. BELL 444 CENTRAL PARK WEST, APT 14B NEW YORK, NY 10025-0000
60060124 FRANK V PENNA 6 BACON COURT BRONXVILLE, NY 10708-0000
60069093 RICHARD S. LASKIN #4 BULL PATH CLOSE EAST HAMPTON, NY 11937-0000
60073024 ERH-PING D. TSAI 8 WILDWOOD COURT LATTINGTOWN, NY 11560-0000
60075212 WILLIAM J. BRENNAN 222 STILLSON ROAD, # 140 FAIRFIELD, CT 06430-0000
96694442 STEVE T BOOZALIS 3751 FARBER STREET HOUSTON, TX 77005-0000
1111008053 BENJAMIN B. PARK 63 BELLWOOD DRIVE NEW HYDE PARK, NY 11040-0000
1111012811 SANG W. PARK 220 EAST 65TH STREET 18N NEW YORK, NY 10021-0000
1112009969 ANN M. LOCICERO 203 WEST 81ST ST APT 8B NEW YORK, NY 10024-0000
1112031174 RICHARD G. GOULD III 337 CANOE HILL ROAD NEW CANAAN, CT 06830-0000
1112037534 HIDEKO E. KAMINOMD 330 EAST 38TH STREET NEW YORK, NY 10016-0000
604
<CAPTION>
Loan County Loan Amt UPB June 1 Balance
<S> <C> <C> <C> <C>
60013055 Westchester 262,500.00 242,178.22 241,231.50
60013703 New York 332,000.00 306,375.22 305,220.66
60015550 Richmond 295,000.00 273,675.02 272,673.08
60018140 Suffolk 400,000.00 369,925.04 368,518.84
60050798 Richmond 692,000.00 653,245.58 651,058.34
60056874 New York 243,750.00 231,748.52 230,996.01
60060124 Westchester 325,000.00 309,049.08 308,054.35
60069093 Suffolk 250,000.00 235,360.16 235,360.16
60073024 Nassau 380,000.00 362,943.22 361,801.48
60075212 Fairfield 300,000.00 285,552.99 285,552.99
96694442 Harris 582,900.00 429,942.77 429,942.77
1111008053 Nassau 220,000.00 213,215.37 212,571.28
1111012811 New York 215,000.00 210,126.20 209,497.39
1112009969 New York 225,000.00 216,731.20 216,062.77
1112031174 Fairfield 830,000.00 809,718.67 807,110.48
1112037534 New York 519,200.00 509,944.87 508,382.75
604 182,690,823.31
</TABLE>
<PAGE> 162
MORSERV 1996-1 Loan Schedule Page 44
<TABLE>
<CAPTION>
Sch Rem Act Rem First Final
Loan Age Term Term Term Rate PI Closed Payment Payment Paid To
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
60013055 24 180 156 156 7.000 2,359.43 06-May-94 01-Jul-94 01-Jun-2009 01-May-96
60013703 25 180 155 155 7.625 3,101.32 21-Apr-94 01-Jun-94 01-May-2009 01-May-96
60015550 24 180 156 156 7.875 2,797.93 04-May-94 01-Jul-94 01-Jun-2009 01-May-96
60018140 24 180 156 156 7.375 3,679.70 24-May-94 01-Jul-94 01-Jun-2009 01-May-96
60050798 20 180 160 160 8.500 6,814.40 23-Sep-94 01-Nov-94 01-Oct-2009 01-May-96
60056874 18 180 162 162 8.625 2,418.20 14-Nov-94 01-Jan-95 01-Dec-2009 01-May-96
60060124 18 180 162 162 8.750 3,248.21 08-Nov-94 01-Jan-95 01-Dec-2009 01-May-96
60069093 18 180 162 160 8.500 2,461.85 16-Nov-94 01-Jan-95 01-Dec-2009 01-Jun-96
60073024 16 180 164 163 8.875 3,826.01 29-Dec-94 01-Mar-95 01-Feb-2010 01-May-96
60075212 16 180 164 163 8.750 2,998.35 30-Jan-95 01-Mar-95 01-Feb-2010 01-Jun-96
96694442 26 180 154 113 6.625 5,117.83 03-Mar-94 01-May-94 01-Apr-2009 01-Jun-96
1111008053 12 180 168 168 8.750 2,198.79 24-May-95 01-Jul-95 01-Jun-2010 01-May-96
1111012811 9 180 171 171 8.500 2,117.20 10-Aug-95 01-Oct-95 01-Sep-2010 01-May-96
1112009969 14 180 166 166 8.750 2,248.76 07-Mar-95 01-May-95 01-Apr-2010 01-May-96
1112031174 9 180 171 171 7.625 7,753.28 23-Aug-95 01-Oct-95 01-Sep-2010 01-May-96
1112037534 7 180 173 173 8.000 4,961.75 11-Oct-95 01-Dec-95 01-Nov-2010 01-May-96
604 35 145 143 7.410 01-Nov-2010
<CAPTION>
Loan Document Type MI Company
<S> <C> <C>
60013055 Full Doc NEITHER FHA OR PMI
60013703 Full Doc NEITHER FHA OR PMI
60015550 Full Doc NEITHER FHA OR PMI
60018140 Full Doc NEITHER FHA OR PMI
60050798 Full Doc NEITHER FHA OR PMI
60056874 Full Doc NEITHER FHA OR PMI
60060124 Full Doc NEITHER FHA OR PMI
60069093 Full Doc NEITHER FHA OR PMI
60073024 Full Doc NEITHER FHA OR PMI
60075212 Full Doc NEITHER FHA OR PMI
96694442 Full Doc NEITHER FHA OR PMI
1111008053 No Income/No Asset NEITHER FHA OR PMI
1111012811 Full Doc NEITHER FHA OR PMI
1112009969 No Income/No Asset NEITHER FHA OR PMI
1112031174 Full Doc NEITHER FHA OR PMI
1112037534 Full Doc NEITHER FHA OR PMI
604
</TABLE>
<PAGE> 163
MORSERV 1996-1 Loan Schedule Page 45
<TABLE>
<CAPTION>
Cash Out
Loan PropType Units OccType Purpose Amt LTV Appraisal Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
60013055 Single Family 1 Primary CASH OUT REFINANCE 71,463.07 75.00 350,000.00 0
60013703 CONDO 1 Primary PURCHASE 0 80.00 415,000.00 415,000.00
60015550 Single Family 1 Primary RATE/TERM REFINANCE 0 76.62 385,000.00 0
60018140 Single Family 1 Vacation PURCHASE 0 80.00 500,000.00 500,000.00
60050798 Single Family 1 Primary CASH OUT REFINANCE 224,705.72 64.98 1,065,000.00 0
60056874 COOP 1 Primary PURCHASE 0 75.00 325,000.00 325,000.00
60060124 Single Family 1 Primary CASH OUT REFINANCE 37,282.00 74.71 435,000.00 0
60069093 Single Family 1 Vacation PURCHASE 0 52.63 478,000.00 475,000.00
60073024 Single Family 1 Primary RATE/TERM REFINANCE 0 40.64 935,000.00 0
60075212 CONDO 1 Primary PURCHASE 0 68.18 440,000.00 440,000.00
96694442 Single Family 1 Primary RATE/TERM REFINANCE 0 66.62 875,000.00 0
1111008053 Single Family 1 Primary PURCHASE 0 74.58 295,000.00 295,000.00
1111012811 CONDO 1 Primary PURCHASE 0 68.25 315,000.00 315,000.00
1112009969 CONDO 1 Primary PURCHASE 0 64.29 350,200.00 350,000.00
1112031174 Single Family 1 Primary PURCHASE 0 75.46 1,600,000.00 1,100,000.00
1112037534 CONDO 1 Primary PURCHASE 0 80.00 650,000.00 649,000.00
604 67.32
<CAPTION>
Serv.
Loan Fee PO %
<S> <C> <C>
60013055 0.20 2.857%
60013703 0.25 0.000%
60015550 0.25 0.000%
60018140 0.25 0.000%
60050798 0.25 0.000%
60056874 0.25 0.000%
60060124 0.25 0.000%
60069093 0.25 0.000%
60073024 0.25 0.000%
60075212 0.25 0.000%
96694442 0.20 8.214%
1111008053 0.25 0.000%
1111012811 0.25 0.000%
1112009969 0.25 0.000%
1112031174 0.25 0.000%
1112037534 0.25 0.000%
604
</TABLE>
<PAGE> 164
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 Norwest Bank
Minnesota, N.A., as trustee, under that certain Pooling and Servicing
Agreement dated as of June 1, 1996 for Multi-Class Mortgage
Pass-Through Certificates, Series 1996-1 (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 "Norwest Bank
Minnesota, 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
1
<PAGE> 165
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.
(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 Norwest Bank
Minnesota, N.A. as trustee, under that certain Pooling and Servicing
Agreement dated as of June 1, 1996 for Multi-Class Mortgage
Pass-Through Certificates, Series 1996-1 (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 "Norwest Bank Minnesota, 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.
2
<PAGE> 166
(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.
3
<PAGE> 167
EXHIBIT C
FORMS OF CLASS A AND CLASS M CERTIFICATES
<PAGE> 168
[FORM OF CLASS A CERTIFICATE]
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., CHEMICAL BANK, CHASE MANHATTAN MORTGAGE CORPORATION, THE CHASE MANHATTAN
BANK, N.A., THE TRUSTEE OR BY ANY OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-1
<TABLE>
<S> <C>
Number 96-1-A-1-1 Original Denomination:
$37,144,000.00
Cut-off Date: June 1, 1996 Final Scheduled Remittance
Date: November 25, 2011
First Remittance Date:
July 25, 1996 Approximate Aggregate Original
Denomination of all Class A-1
Remittance Rate: 7.00% Certificates: $37,144,000.00
</TABLE>
evidencing an interest in distributions allocable to the Class
A-1 Certificates with respect to a pool of conventional one- to four-family
mortgage loans formed and sold by
MORSERV, INC.
1
<PAGE> 169
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 A-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 Chemical Bank and are serviced by Chemical
Bank (in such capacity, the "Master Servicer"). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as of June 1, 1996 (the
"Agreement") among the Company, the Master Servicer and Norwest Bank Minnesota,
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 1996-1, 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 1996-1, Class M (the "Class M 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
2
<PAGE> 170
month or, if such 25th day is not a Business Day, the Business Day immediately
following (the "Remittance Date"), commencing on July 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 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.
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.
3
<PAGE> 171
IN WITNESS WHEREOF, the Company has caused this Certificate to
be duly executed.
Dated: June 20, 1996 MORSERV, INC.
By
-----------------------
Certificate of Authentication
This is one of the Class A Certificates
referred to in the within-mentioned
Agreement.
THE CHASE MANHATTAN BANK, N.A.,
as Authenticating Bank
By
---------------------------------
Authorized Signatory
4
<PAGE> 172
[FORM OF REVERSE]
REVERSE OF CERTIFICATE
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1
This Certificate is one of a duly authorized issue of
Certificates, designated as Multi-Class Mortgage Pass-Through Certificates,
Series 1996-1, issued in seven Classes of Class A Certificates, one Class of
Class M Certificates, five Classes of Class B Certificates and one Class of
Class R Certificates, each evidencing an interest in certain distributions with
respect to a pool of adjustable rate one- to four-family first Mortgage Loans
formed and sold by the Company and certain other property conveyed by the
Company to the Trustee. The Class A Certificates evidence in the aggregate the
Class A Percentage of distributions relating to repayments of principal and
interest on such Mortgage Loans. The Class M Certificates evidence in the
aggregate the Class M Percentage of distributions relating to repayments of
principal and interest on such Mortgage Loans.
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.
The Holder, by its acceptance of this Certificate, agrees that
it will look solely to the Trust Fund and certain amounts resulting from credit
enhancements for payment hereunder and that the Trustee is not liable to the
Holders for any amount payable under this Certificate or the Agreement or,
except as expressly provided in the Agreement, subject to any liability under
the Agreement.
This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and
limitations of rights, benefits, obligations and duties evidenced hereby, and
the rights, duties and immunities of the Trustee.
The Trustee will cause to be kept at its Corporate Trust
Office in Minneapolis, Minnesota, 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,
5
<PAGE> 173
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 Percentage
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 the other provisions therein,
to ensure continuing treatment of the Trust Fund as a REMIC, 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
Interests 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 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.
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
6
<PAGE> 174
Mortgage Loan or the disposition of all property acquired upon the 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 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.
7
<PAGE> 175
[FORM OF CLASS M CERTIFICATE]
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 JUNE 20, 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 $485.0454865 PER $1,000 OF THE ORIGINAL PRINCIPAL
AMOUNT OF THIS CERTIFICATE, (II) THE ANNUAL YIELD OF THIS CERTIFICATE FOR
PURPOSES OF COMPUTING OID IS APPROXIMATELY 7.51769941% PER ANNUM (COMPOUNDED
MONTHLY) AND (III) THE AMOUNT OF OID ALLOCABLE TO THE INITIAL SHORT PERIOD IS
$1.013848 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 175% 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 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
8
<PAGE> 176
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., CHEMICAL BANK, CHASE MANHATTAN MORTGAGE CORPORATION,
THE CHASE MANHATTAN BANK, N.A., THE TRUSTEE OR BY ANY OF THEIR AFFILIATES OR BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
9
<PAGE> 177
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1, CLASS M
<TABLE>
<S> <C>
Number 96-1-M Original Denomination
$2,740,000.00
Cut-off Date: June 1, 1996 Final Scheduled Remittance
Date: November 25, 2011
First Remittance Date:
July 25, 1996 Approximate Aggregate Original
Denomination of all Class M
Remittance Rate: 7.00% Certificates: $2,740,000.00
</TABLE>
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.
This certifies that __________________________________ 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 Chemical Bank, and are serviced by
Chemical Bank (in such capacity, the "Master Servicer"). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of June 1, 1996
(the "Agreement") among the Company, the Master Servicer and Norwest Bank
Minnesota, 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 1996-1, 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 1996-1, Class A (the "Class A Certificates"), Class B (the "Class B
Certificates"), and Class R
10
<PAGE> 178
(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 July 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 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.
11
<PAGE> 179
IN WITNESS WHEREOF, the Company has caused this Certificate to
be duly executed.
Dated: June 20, 1996 MORSERV, INC.
By
-----------------------
Certificate of Authentication
This is one of the Class M Certificates
referred to in the within-mentioned
Agreement.
THE CHASE MANHATTAN BANK, N.A.
as Authenticating Bank
By
---------------------------------
Authorized Signatory
12
<PAGE> 180
[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> 181
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: June 1, 1996 Number 96-1-B-1-1
First Remittance Date:
July 25, 1996
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
Series 1996-1
evidencing an ownership interest in distributions allocable to
a pool of conventional one- to four-family 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, the REMIC regular
interest represented hereby nor the underlying Mortgage Loans are guaranteed or
insured by MorServ, Inc., Chemical Bank, Chase Manhattan Mortgage Corporation,
The Chase Manhattan Bank, N.A., the Trustee or by
1
<PAGE> 182
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 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
2
<PAGE> 183
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 Chemical Bank and are serviced by Chemical Bank (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 June 1, 1996 among the Company, the Master Servicer
and Norwest Bank Minnesota, 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 1996-1, 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 1996-1, 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 1996-1, 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
96.50% 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 1.50% undivided interest in the Trust Fund. The Class B
Certificates, as of the Cut-off Date, evidence in the aggregate an approximate
2.00% 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 July 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
3
<PAGE> 184
Distribution Amount remaining after distributions of Excess Interest and to the
Class A and Class M Certificateholders on such Remittance Date.
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 Minneapolis, Minnesota, 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
4
<PAGE> 185
continuing treatment of the Trust Fund or its assets 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
for federal income tax purposes. The Class A Certificates, the Class M
Certificates, the Class B Certificates and the Chemical Interest will represent
regular interests in the REMIC. The Class R Certificates constitute the
Residual Interest in the 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
5
<PAGE> 186
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.
6
<PAGE> 187
IN WITNESS WHEREOF, the Company has caused this Certificate to
be duly executed.
Dated: June 20, 1996 MORSERV, INC.
By
------------------------
Authorized Officer
This is one of the Class B-1
Certificates referred to
in the within-mentioned
Agreement.
NORWEST BANK MINNESOTA, N.A.,
as Trustee
By
------------------------
Authorized Signatory
7
<PAGE> 188
[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.)
8
<PAGE> 189
[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: June 1, 1996 Number 96-1-R-1
First Remittance Date:
July 25, 1996
9
<PAGE> 190
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
Series 1996-1
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., Chemical Bank, Chase
Manhattan Mortgage Corporation, The Chase Manhattan Bank, N.A., 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. 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
10
<PAGE> 191
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 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 Chemical Bank and are serviced by Chemical Bank
(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 June 1, 1996 among the Company, the
Master Servicer and Norwest Bank Minnesota, 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 1996-1, 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 1996-1, 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
96.50% 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 1.50% undivided interest in the Trust Fund. The Class B
Certificates, as of the Cut-off Date, evidence in the aggregate an approximate
2.00% 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
11
<PAGE> 192
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.
The Trustee will cause to be kept at its Corporate Trust
Office in Minneapolis, Minnesota, 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 the Trust Fund or its assets 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
12
<PAGE> 193
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
for federal income tax purposes. The Class A Certificates, the Class M
Certificates, the Class B Certificates and the Chemical Interest will represent
regular interests in the REMIC. The Class R Certificates constitute the
Residual Interest in the 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
13
<PAGE> 194
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: June 20, 1996 MORSERV, INC.
By
------------------------
Authorized Officer
This is the Class R
Certificate referred to
in the within-mentioned
Agreement.
Norwest Bank Minnesota, N.A.,
as Trustee
By
------------------------
Authorized Signatory
14
<PAGE> 195
[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.)
15
<PAGE> 196
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 June 1,
1996 among MorServ, Inc., Chemical Bank and Norwest
Bank Minnesota, N.A., as trustee, Multi-Class
Mortgage Pass-Through Certificates, Series 1996-1
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
1
<PAGE> 197
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 (K), inclusive, of Section 2.01 in the Agreement. The Trustee
makes no representations or warranties as to the validity, 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.
NORWEST BANK MINNESOTA, N.A.,
as Trustee
By:
------------------------
Name:
----------------------
Title:
---------------------
2
<PAGE> 198
EXHIBIT F
CERTIFICATE ACCOUNT CERTIFICATION
(date)
Chemical Bank 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 June 1, 1996.
Title of Account: "Norwest Bank Minnesota, N.A. as Trustee, in trust for
and for the benefit of the Certificateholders of
Multi-Class Mortgage Pass-Through Certificates, MorServ,
Inc., Series 1996-1 - 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.
Chemical Bank
By:
------------------------
Name:
----------------------
Title:
---------------------
1
<PAGE> 199
EXHIBIT G
CERTIFICATE ACCOUNT LETTER AGREEMENT
(date)
To:
--------------------
--------------------
--------------------
(the "Depository")
As "Master Servicer" under the Pooling and Servicing
Agreement, dated as of June 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 "Norwest Bank Minnesota,
N.A., as Trustee, in trust for and for the benefit of the Certificateholders of
Multi-Class Mortgage Pass-Through Certificates, MorServ, Inc. Series 1996-1 -
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.
Chemical Bank
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> 200
EXHIBIT H
ESCROW ACCOUNT CERTIFICATION
(date)
Chemical Bank 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 June 1, 1996.
Title of Account: "Escrow Account - Multi-Class Mortgage Pass-Through
Certificates, Series 1996-1 (MorServ, Inc.) in trust
for Norwest Bank Minnesota, 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.
Chemical Bank
By:
------------------------
Name:
----------------------
Title:
---------------------
1
<PAGE> 201
EXHIBIT I
ESCROW ACCOUNT LETTER AGREEMENT
(date)
To:
---------------------
--------------------------
--------------------------
(the "Depository")
As "Master Servicer" under the Pooling and Servicing
Agreement, dated as of June 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 1996-1 (MorServ, Inc.) in trust for
Norwest Bank Minnesota, 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.
Chemical Bank
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> 202
EXHIBIT J
FORM OF INVESTMENT LETTER
(Accredited Investor)
[date]
Chemical Bank
c/o Chase Manhattan Mortgage Corporation
343 Thornall Street
Edison, New Jersey 08837
Norwest Bank Minnesota, N.A., as trustee
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Re: MorServ, Inc., Multi-Class
Mortgage Pass-Through
Certificates, Series 1996-1, [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 1996-1, [Class B- ] (the "Certificates"), issued pursuant
to a pooling and servicing agreement, dated as of June 1, 1996 (the "Pooling
and Servicing Agreement"), among MorServ, Inc. (the "Company"), Chemical Bank,
as master servicer (the "Master Servicer"), and Norwest Bank Minnesota, 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
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<PAGE> 203
resold unless (i) they are registered and qualified under the Securities Act
and the applicable state securities 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
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<PAGE> 204
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.
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
- ----------------------------------
*/ Not required of a broker/dealer purchaser.
3
<PAGE> 205
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 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]
4
<PAGE> 206
By:
--------------------------------
Name:
Title:
5
<PAGE> 207
EXHIBIT J-1
FORM OF RULE 144A INVESTMENT LETTER
(Qualified Institutional Buyer)
[date]
Chemical Bank
c/o Chase Manhattan Mortgage Corporation
343 Thornall Street
Edison, New Jersey 08837
Norwest Bank Minnesota, N.A., as trustee
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Re: MorServ, Inc., Multi-Class
Mortgage Pass-Through
Certificates, Series 1996-1, [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 1996-1, [Class B- ] (the "Certificates"), issued pursuant
to a pooling and servicing agreement, dated as of June 1, 1996 (the "Pooling
and Servicing Agreement"), among MorServ, Inc. (the "Company"), Chemical Bank,
as master servicer (the "Master Servicer"), and Norwest Bank Minnesota, 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
1
<PAGE> 208
Chemical Bank
Norwest Bank Minnesota, N.A.,
as trustee
[date]
Page 2
from the registration requirements of the Act and any such laws, (b) we 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
2
<PAGE> 209
Chemical Bank
Norwest Bank Minnesota, N.A.,
as trustee
[date]
Page 3
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.
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> 210
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.
- ----------------------------------
* 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.
<PAGE> 211
---- 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 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)
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<PAGE> 212
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 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> 213
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
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<PAGE> 214
series thereof) that have the same investment adviser or investment advisers
that are affiliated (by virtue of being majority owned subsidiaries of the same
parent or because one investment adviser is a majority owned subsidiary of the
other).
4. The term "securities" as used herein does not include
(i) securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) 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
