SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Morserv Inc – ‘8-K’ for 8/27/96 – EX-4

As of:  Wednesday, 9/11/96   ·   For:  8/27/96   ·   Accession #:  893220-96-1528   ·   File #:  33-74808

Previous ‘8-K’:  ‘8-K’ on 7/2/96 for 6/20/96   ·   Next:  ‘8-K’ on 10/10/96 for 7/31/96   ·   Latest:  ‘8-K’ on 1/11/99 for 12/28/98

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/11/96  Morserv Inc                       8-K:2,7     8/27/96    2:563K                                   Bowne - Bop/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Morserv, Inc. Form 8-K Dated August 27, 1996           5     11K 
 2: EX-4        Morserv, Inc. Pooling and Service Agreement          202    782K 


EX-4   —   Morserv, Inc. Pooling and Service Agreement
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Master Servicer
"Trustee
"Pooling and Servicing Agreement
6Exhibit A Mortgage Loan Schedule
7Definitions
"Agreement
9Certificate Account
10Class IA-P Amount
"Class IIA-P Amount
11Class A Certificates
16Class B Certificates
"Class B-1 Certificate
18Class R Certificate
"Code
"Company
"Compensating Interest
"Compensating Interest Shortfall
19Definitive Certificates
"Depository
"Depository Agreement
21Erisa
"Escrow Account
"Exception Report
24Master REMIC
26Mortgage Pool
27Non-PO Class IA Distribution Amount
33Non-PO Class IA Principal Distribution Amount
"Non-PO Class IIA Principal Distribution Amount
34Outstanding Certificate Principal Balance
35Pass-Thru Entity
"Paying Agent Account
36Rating Agency
"Record Date
37REMIC Reporting Agent
"Remittance Date
39Subsidiary REMIC
40Substitute Excess Interest
"Trust Fund
"Conveyance of Mortgage Loans; Trust Fund
"Section 2.01. Conveyance of Mortgage Loans
44Section 2.02. Acceptance by Trustee
46Section 2.03. Trust Fund; Authentication of Certificates
"Section 2.04. REMIC Election
47Representations 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
59Section 3.02
"Section 3.03
"Section 3.04. Representations and Warranties of the Master Servicer
60Section 3.05. Option to Substitute
61The Certificates
"Section 4.01. The Certificates
64Section 4.02. Registration of Transfer and Exchange of Certificates
67Section 4.03. Mutilated, Destroyed, Lost or Stolen Certificates
"Section 4.04. Persons Deemed Owners
68Section 4.05. Appointment of Paying Agent
69Section 4.06. Authenticating Agents
70Administration and Servicing of Mortgage Loans
"Section 5.01. Master Servicer to Service Mortgage Loans
"Section 5.02. Sub-Servicing Agreements Between Master Servicer and Sub-Servicers; Enforcement of Sub-Servicer's Obligations
71Section 5.03. Successor Sub-Servicers
"Section 5.04. Liability of the Master Servicer
"Section 5.05. No Contractual Relationship Between Sub-Servicer and Trustee or Certificateholders
"Section 5.06. Termination of Sub-Servicing Agreement
72Section 5.07. Collection of Mortgage Loan Payments
"Section 5.08. Establishment of Certificate Account; Deposit in Certificate Account
74Section 5.09. Permitted Withdrawals from the Certificate Account
75Section 5.10. Establishment of Escrow Account; Deposits in Escrow Account
76Section 5.11. Permitted Withdrawals from Escrow Account
"Section 5.12. Payment of Taxes, Insurance and Other Charges
"Section 5.13. Transfer of Accounts
"Section 5.14
"Section 5.15. Maintenance of the Primary Insurance Policies
77Section 5.16. Maintenance of Standard Hazard Policies
78Section 5.17
"Section 5.18
"Section 5.19. Fidelity Bond and Errors and Omissions Insurance
"Section 5.20. Collections under Insurance Policies; Enforcement of Due-On-Sale Clauses; Assumption Agreements
79Section 5.21. Income and Realization from Defaulted Mortgage Loans
80Section 5.22. Trustee to Cooperate; Release of Mortgage Files
81Section 5.23. Servicing and Other Compensation
82Section 5.24
"Section 5.25. Annual Statement as to Compliance
"Section 5.26. Annual Independent Public Accountants' Servicing Report
"Section 5.27. Access to Certain Documentation; Rights of the Company in Respect of the Master Servicer
83Section 5.28. REMIC-Related Covenants
84Payments to the Certificateholders
"Section 6.01. Distributions
92Section 6.02. Statements to the Certificateholders
94Section 6.03. Advances by the Master Servicer
"Section 6.04
95Section 6.05. Compensating Interest; Allocation of Certain Interest Shortfalls
96Section 6.06. Subordination
"Reports to Be Prepared by Master Servicer
"Section 7.01. Master Servicer Shall Provide Information as Reasonably Required
"Section 7.02. Federal Information Returns and Reports to Certificateholders
98The Company and the Master Servicer
"Section 8.01. Indemnification; Third Party Claims
"Section 8.02. Merger or Consolidation of the Company or the Master Servicer
99Section 8.03. Limitation on Liability of the Company, the Master Servicer, the Trustee and Others
"Section 8.04. Company and Master Servicer Not to Resign
100Section 8.05. Successor to the Master Servicer
101Section 8.06. Maintenance of Ratings
"Default
"Section 9.01. Events of Default
103Section 9.02. Waiver of Defaults
"Section 9.03. Trustee to Act; Appointment of Successor
"Section 9.04. Notification to Certificateholders and the Rating Agencies
104Concerning the Trustee
"Section 10.01. Duties of Trustee
"Section 10.02. Certain Matters Affecting the Trustee
106Section 10.03. Trustee Not Liable for Certificates or Mortgage Loans
"Section 10.04. Trustee May Own Certificates
"Section 10.05. Fees and Expenses
"Section 10.06. Eligibility Requirements for Trustee
107Section 10.07. Resignation and Removal of the Trustee
"Section 10.08. Successor Trustee
108Section 10.09. Merger or Consolidation of Trustee
"Section 10.10. Appointment of Co-Trustee or Separate Trustee
109Section 10.11. Appointment of Office or Agency
"Termination
"Section 11.01. Termination
111Miscellaneous Provisions
"Section 12.01. Severability of Provisions
112Section 12.03. Amendment
113Section 12.04. Counterparts
"Section 12.05. Duration of Agreement
"Section 12.06. Governing Law
"Section 12.07. Notices
"Section 12.08. Further Assurances
114Citibank, N.A., as trustee
154Contents of Mortgage File
156Forms of Class A and Class M Certificates
170[Form of Class B-1 Certificate]
183Form of Trustee Certification
185Certificate Account Certification
186Certificate Account Letter Agreement
187Escrow Account Certification
188Escrow Account Letter Agreement
EX-41st Page of 202TOCTopPreviousNextBottomJust 1st
 

EXECUTION COPY MORSERV, INC., COMPANY, CHASE MANHATTAN MORTGAGE CORPORATION, MASTER SERVICER and CITIBANK, N.A., TRUSTEE POOLING AND SERVICING AGREEMENT Dated as of August 1, 1996 $207,049,981.19 (Approximate) Multi-Class Mortgage Pass-Through Certificates Series 1996-2
EX-42nd Page of 202TOC1stPreviousNextBottomJust 2nd
TABLE OF CONTENTS [Enlarge/Download Table] Page ARTICLE I DEFINITIONS .................................................................... 1 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; TRUST FUND ....................................... 34 Section 2.01. Conveyance of Mortgage Loans .................................... 34 Section 2.02. Acceptance by Trustee ........................................... 38 Section 2.03. Trust Fund; Authentication of Certificates ...................... 40 Section 2.04. REMIC Election .................................................. 40 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MASTER SERVICER; REPURCHASE OF MORTGAGE LOANS .............................. 41 Section 3.01. Representations and Warranties of the Company with respect to the Mortgage Loans ........................................................ 41 Section 3.02. ................................................................. 53 Section 3.03. ................................................................. 53 Section 3.04. Representations and Warranties of the Master Servicer ........... 53 Section 3.05. Option to Substitute ............................................ 54 ARTICLE IV THE CERTIFICATES ............................................................... 55 Section 4.01. The Certificates ................................................ 55 Section 4.02. Registration of Transfer and Exchange of Certificates ........... 58 Section 4.03. Mutilated, Destroyed, Lost or Stolen Certificates ............... 61 Section 4.04. Persons Deemed Owners ........................................... 61 Section 4.05. Appointment of Paying Agent ..................................... 62 Section 4.06. Authenticating Agents ........................................... 63 ARTICLE V ADMINISTRATION AND SERVICING OF MORTGAGE LOANS ................................. 64
EX-43rd Page of 202TOC1stPreviousNextBottomJust 3rd
[Enlarge/Download Table] Section 5.01. Master Servicer to Service Mortgage Loans ............................... 64 Section 5.02. Sub-Servicing Agreements Between Master Servicer and Sub-Servicers; Enforcement of Sub-Servicer's Obligations ..................................... 64 Section 5.03. Successor Sub-Servicers ................................................. 65 Section 5.04. Liability of the Master Servicer ........................................ 65 Section 5.05. No Contractual Relationship Between Sub-Servicer and Trustee or Certificateholders ............................................................ 65 Section 5.06. Termination of Sub-Servicing Agreement .................................. 65 Section 5.07. Collection of Mortgage Loan Payments .................................... 66 Section 5.08. Establishment of Certificate Account; Deposit in Certificate Account .... 66 Section 5.09. Permitted Withdrawals from the Certificate Account ...................... 68 Section 5.10. Establishment of Escrow Account; Deposits in Escrow Account ............. 69 Section 5.11. Permitted Withdrawals from Escrow Account ............................... 70 Section 5.12. Payment of Taxes, Insurance and Other Charges ........................... 70 Section 5.13. Transfer of Accounts .................................................... 70 Section 5.14. ......................................................................... 70 Section 5.15. Maintenance of the Primary Insurance Policies ........................... 70 Section 5.16. Maintenance of Standard Hazard Policies ................................. 71 Section 5.17. ......................................................................... 72 Section 5.18. ......................................................................... 72 Section 5.19. Fidelity Bond and Errors and Omissions Insurance ........................ 72 Section 5.20. Collections under Insurance Policies; Enforcement of Due-On-Sale Clauses; Assumption Agreements ......................................................... 72 Section 5.21. Income and Realization from Defaulted Mortgage Loans .................... 73 Section 5.22. Trustee to Cooperate; Release of Mortgage Files ......................... 74 Section 5.23. Servicing and Other Compensation ........................................ 75 Section 5.24. ......................................................................... 76 Section 5.25. Annual Statement as to Compliance ....................................... 76 Section 5.26. Annual Independent Public Accountants' Servicing Report ................. 76 Section 5.27. Access to Certain Documentation; Rights of the Company in Respect of the Master Servicer ............................................................... 76 Section 5.28. REMIC-Related Covenants ................................................. 77 ARTICLE VI PAYMENTS TO THE CERTIFICATEHOLDERS ..................................................... 78 Section 6.01. Distributions ........................................................... 78 Section 6.02. Statements to the Certificateholders .................................... 86 Section 6.03. Advances by the Master Servicer ......................................... 88 Section 6.04. ......................................................................... 88 Allocation of Realized Losses .......................................................... 88 Section 6.05. Compensating Interest; Allocation of Certain Interest Shortfalls ........ 89 Section 6.06. Subordination ........................................................... 90
EX-44th Page of 202TOC1stPreviousNextBottomJust 4th
[Enlarge/Download Table] ARTICLE VII REPORTS TO BE PREPARED BY MASTER SERVICER ............................................. 90 Section 7.01. Master Servicer Shall Provide Information as Reasonably Required ....... 90 Section 7.02. Federal Information Returns and Reports to Certificateholders .......... 90 ARTICLE VIII THE COMPANY AND THE MASTER SERVICER ................................................... 92 Section 8.01. Indemnification; Third Party Claims .................................... 92 Section 8.02. Merger or Consolidation of the Company or the Master Servicer .......... 92 Section 8.03. Limitation on Liability of the Company, the Master Servicer, the Trustee and Others ................................................................... 93 Section 8.04. Company and Master Servicer Not to Resign .............................. 93 Section 8.05. Successor to the Master Servicer ....................................... 94 Section 8.06. Maintenance of Ratings ................................................. 95 ARTICLE IX DEFAULT ............................................................................... 95 Section 9.01. Events of Default ...................................................... 95 Section 9.02. Waiver of Defaults ..................................................... 97 Section 9.03. Trustee to Act; Appointment of Successor ............................... 97 Section 9.04. Notification to Certificateholders and the Rating Agencies ............. 97 ARTICLE X CONCERNING THE TRUSTEE ................................................................ 98 Section 10.01. Duties of Trustee ..................................................... 98 Section 10.02. Certain Matters Affecting the Trustee ................................. 98 Section 10.03. Trustee Not Liable for Certificates or Mortgage Loans ................. 100 Section 10.04. Trustee May Own Certificates .......................................... 100 Section 10.05. Fees and Expenses ..................................................... 100 Section 10.06. Eligibility Requirements for Trustee .................................. 100 Section 10.07. Resignation and Removal of the Trustee ................................ 101 Section 10.08. Successor Trustee ..................................................... 101 Section 10.09. Merger or Consolidation of Trustee .................................... 102 Section 10.10. Appointment of Co-Trustee or Separate Trustee ......................... 102 Section 10.11. Appointment of Office or Agency ....................................... 103 ARTICLE XI TERMINATION ........................................................................... 103 Section 11.01. Termination ........................................................... 103
EX-45th Page of 202TOC1stPreviousNextBottomJust 5th
[Download Table] ARTICLE XII MISCELLANEOUS PROVISIONS ................................. 105 Section 12.01. Severability of Provisions ............... 105 Section 12.02. Limitation on Rights of Certificateholders 105 Section 12.03. Amendment ................................ 106 Section 12.04. Counterparts ............................. 107 Section 12.05. Duration of Agreement .................... 107 Section 12.06. Governing Law ............................ 107 Section 12.07. Notices .................................. 107 Section 12.08. Further Assurances ....................... 107 EXHIBIT A MORTGAGE LOAN SCHEDULE ................................... 112 EXHIBIT B CONTENTS OF MORTGAGE FILE ................................ 1 EXHIBIT C FORMS OF CLASS A AND CLASS M CERTIFICATES ................ 3 EXHIBIT D [FORM OF CLASS B-1 CERTIFICATE] .......................... 1 EXHIBIT E FORM OF TRUSTEE CERTIFICATION ............................ 1 EXHIBIT F CERTIFICATE ACCOUNT CERTIFICATION ........................ 1 EXHIBIT G CERTIFICATE ACCOUNT LETTER AGREEMENT ..................... 1 EXHIBIT H
EX-46th Page of 202TOC1stPreviousNextBottomJust 6th
[Download Table] ESCROW ACCOUNT CERTIFICATION ............................. 1 EXHIBIT I ESCROW ACCOUNT LETTER AGREEMENT .......................... 1 EXHIBIT A MORTGAGE LOAN SCHEDULE EXHIBIT B CONTENTS OF MORTGAGE FILE EXHIBIT C FORMS OF CLASS A AND CLASS M CERTIFICATES EXHIBIT D FORMS OF CLASS B AND CLASS R CERTIFICATES EXHIBIT E FORM OF TRUSTEE CERTIFICATION EXHIBIT F CERTIFICATE ACCOUNT CERTIFICATION EXHIBIT G CERTIFICATE ACCOUNT LETTER AGREEMENT EXHIBIT H ESCROW ACCOUNT CERTIFICATION EXHIBIT I ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT J FORM OF INVESTMENT LETTER EXHIBIT J-1 FORM OF RULE 144A INVESTMENT LETTER EXHIBIT K FORM OF ERISA LETTER
EX-47th Page of 202TOC1stPreviousNextBottomJust 7th
This Pooling and Servicing Agreement, dated as of August 1, 1996, is executed among MorServ, Inc., as seller (together with its permitted successors and assigns, the "Company"), Chase Manhattan Mortgage Corporation, as master servicer (together with its permitted successors and assigns, the "Master Servicer") and Citibank, N.A., as trustee (together with its permitted successors and assigns, the "Trustee"). In consideration of the premises and the mutual agreements hereinafter set forth, the Company, the Master Servicer and the Trustee agree as follows: ARTICLE I DEFINITIONS Whenever used herein, the following words and phrases, unless the context otherwise requires, shall have the following meanings: ADVANCE: The aggregate of the advances made by the Master Servicer with respect to a particular Remittance Date pursuant to Section 6.03. AGGREGATE NON-PO CLASS A PREPAYMENT PERCENTAGE: As of any Remittance Date, the sum of (i)(A) the sum of the Non-PO Class IA Principal Balance and the Non-PO Class IIA Principal Balance divided by (B) the aggregate principal balance of the Non- PO Class A Certificates and the Subordinated Certificates and (ii) as of any Remittance Date up to and including the Remittance Date in August 2001, 100% of the Aggregate Subordinated Percentage; as of any Remittance Date in the first year thereafter, 70% of the Aggregate Subordinated Percentage; as of any Remittance Date in the second year thereafter, 60% of the Aggregate Subordinated Percentage; as of any Remittance Date in the third year thereafter, 40% of the Aggregate Subordinated Percentage; as of any Remittance Date in the fourth year thereafter, 20% of the Aggregate Subordinated Percentage; and as of any Remittance Date thereafter, 0%. AGGREGATE SUBORDINATED PERCENTAGE: As of any Remittance Date, the percentage obtained by dividing (i) the Non-PO Allocated Amount minus the Non-PO Class A Principal Balance by (ii) the Non-PO Allocated Amount. AGREEMENT: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto. ASSIGNMENT OF MORTGAGE: An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction where the related Mortgaged Property is located to reflect of record the sale and assignment of the Mortgage Loan to the Trustee, which assignment, notice of transfer or equivalent instrument 1
EX-48th Page of 202TOC1stPreviousNextBottomJust 8th
may, if permitted by law, be in the form of one or more blanket assignments covering Mortgages secured by Mortgaged Properties located in the same county. AVAILABLE AMOUNTS: With respect to any Remittance Date, the following amounts distributable (before giving effect to any amounts distributable on such Remittance Date pursuant to Section 6.01(b)(I)(ii)(C) or Section 6.01(b)(II)(ii)(C)) to the Subordinated Certificates: (1) amounts distributable to the Class B-5 Certificates pursuant to Section 6.01(d)(i)(5)(C), (D) and (E); (2) amounts distributable to the Class B-5 Certificates pursuant to Section 6.01(d)(i)(5)(A) and (B); (3) amounts distributable to the Class B-4 Certificates pursuant to Section 6.01(d)(i)(4)(C), (D) and (E); (4) amounts distributable to the Class B-3 Certificates pursuant to Section 6.01(d)(i)(3)(C), (D) and (E); (5) amounts distributable to the Class B-2 Certificates pursuant to Section 6.01(d)(i)(2)(C), (D) and (E); (6) amounts distributable to the Class B-1 Certificates pursuant to Section 6.01(d)(i)(l)(C), (D) and (E); and (7) amounts distributable to the Class M Certificates pursuant to Section 6.01(c)(i)(C) and (D). On any Remittance Date, any reduction in funds available for distribution to the Subordinated Certificates resulting from a distribution of the Class IA-P Deferred Amount to the Class IA-P Certificates and/or the Class IIA-P Deferred Amount to the Class IIA-P Certificates shall be allocated to the Classes of Subordinated Certificates in the order of priority set forth above. On any Remittance Date on which there exists a Class IA-P Deferred Amount and/or a Class IIA-P Deferred Amount, any Available Amounts shall be allocated to the Class IA-P Certificates and Class IIA-P Certificates pro rata based upon the Class IA-P Deferred Amount and the Class IIA-P Deferred Amount. AVAILABLE DISTRIBUTION AMOUNT: As to either Mortgage Group, or, as the context requires, both Mortgage Groups, on any Remittance Date, an amount equal to the amount on deposit in the Certificate Account as of the close of business on the related Determination Date except: (a) amounts received on particular Mortgage Loans in such Mortgage Group as late payments or other recoveries of principal or interest (including Liquidation Proceeds, Insurance Proceeds and condemnation awards) and respecting which the Master Servicer previously made an unreimbursed Advance of such amounts; (b) reimbursement for Nonrecoverable Advances and other amounts permitted to be withdrawn by the Master Servicer pursuant to Section 5.09 from, or not required to be deposited in, the Certificate Account attributable, in each case, to Mortgage Loans in such Mortgage Group; (c) amounts representing all or part of a Monthly Payment with respect to a Mortgage Loan in such Mortgage Group due (i) after the related Due Period or (ii) on or prior to the Cut-off Date; (d) all Repurchase Proceeds, Principal Prepayments, Liquidation Proceeds, Insurance Proceeds and condemnation awards with respect to Mortgage Loans in such 2
EX-49th Page of 202TOC1stPreviousNextBottomJust 9th
Mortgage Group received after the related Principal Prepayment Period, and all related payments of interest representing interest for any period of time after the last day of the related Due Period for such Mortgage Loans; (e) all income from Eligible Investments held in the Certificate Account for the account of the Master Servicer; and (f) any amounts representing Advances of the Master Servicer pursuant to Section 6.03 attributable, in each case, to Mortgage Loans in such Mortgage Group. BOOK-ENTRY CERTIFICATES: The Class A Certificates, referred to collectively. BUSINESS DAY: Any day other than (a) a Saturday or Sunday, (b) a legal holiday in the State of New York or (c) a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to be closed. CARRY-OVER SUBORDINATED PRINCIPAL AMOUNT: As of any Remittance Date, with respect to any Class of Subordinated Certificates, an amount, if any, equal to the amount of principal distributable to such Class on any prior Remittance Date that has not been so distributed. CASH LIQUIDATION: Recovery of all cash proceeds by the Master Servicer with respect to the liquidation of any Mortgage Loan, including Insurance Proceeds and other payments or recoveries (whether made at one time or over a period of time) which the Master Servicer deems to be finally recoverable, in connection with the sale, assignment or satisfaction of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise, but only if title to the related Mortgaged Property was not acquired by foreclosure or deed in lieu of foreclosure by the Master Servicer pursuant to Section 5.21. CERTIFICATE: Any Class A, Class M, Class B or Class R Certificate. CERTIFICATE ACCOUNT: The account created and maintained pursuant to Section 5.08. CERTIFICATEHOLDER or HOLDER: The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purposes of giving any consent, waiver, request or demand pursuant to this Agreement, any Certificate registered in the name of the Company, the Master Servicer, any Sub-Servicer, or any of their respective affiliates shall be disregarded and the undivided Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect any such consent, waiver, request or demand has been obtained. The Trustee shall be entitled to conclusively rely upon the certificate of the Company or the Master Servicer as to the determination of which Certificates are registered in the name of such affiliates. 3
EX-410th Page of 202TOC1stPreviousNextBottomJust 10th
CERTIFICATE OWNER: Any Person who is the beneficial owner of a Book- Entry Certificate registered in the name of the Depository or its nominee. CERTIFICATE RATE: The per annum rate of interest borne by each Class of Certificates (other than the Class IA-3, Class IA-P, Class IIA-P and Class R Certificates). The Certificate Rate on the Class IA-4, Class IIA-1, Class M, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates shall be equal in each case to 7.25%. In the case of the Class IA-1 Certificates, the Certificate Rate shall be 6.2875% from August 27, 1996 through and including September 24, 1996 and thereafter a per annum rate equal to the lesser of (a) 0.85% plus LIBOR and (b) 9.00%, but not less than 0.85%. In the case of the Class IA-2 Certificates, the Certificate Rate shall be 2.7125% from August 27, 1996 through and including September 24, 1996 and thereafter a per annum rate equal to the greater of (a) 8.15% minus LIBOR and (b) 0.00%. Interest with respect to each Class of Certificates (other than the Class IA-3, Class IA-P, Class IIA-P and Class R Certificates) at the applicable Certificate Rate shall be calculated based on a year of 360 days comprised of twelve 30-day months. CERTIFICATE REGISTER: The register maintained pursuant to Section 4.02. CHASE: The Chase Manhattan Bank, a New York banking corporation. CHASE INTEREST: The REMIC regular interest in the Trust Fund representing the entitlement to Excess Interest. CLASS: Pertaining to the Class IA-1, Class IA-2, Class IA-3, Class IA-4, Class IA-P, Class IIA-1, Class IIA-P, Class M, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class R Certificates, as the case may be. CLASS A, CLASS M, CLASS B OR CLASS R: Pertaining to Class A Certificates, Class M Certificates, Class B Certificates or Class R Certificates, as the case may be. CLASS IA-P AMOUNT: With respect to any Remittance Date, the meaning specified in Section 6.01(b)(I)(ii). CLASS IIA-P AMOUNT: With respect to any Remittance Date, the meaning specified in Section 6.01(b)(II)(ii). CLASS IA-1 CERTIFICATE: Any one of the Class IA-1 Certificates, executed by the Company and authenticated by the Trustee, senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto. CLASS IA-2 CERTIFICATE: Any one of the Class IA-2 Certificates, executed by the Company and authenticated by the Trustee, senior in right of payment to the Class M and 4
EX-411th Page of 202TOC1stPreviousNextBottomJust 11th
Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto. CLASS IA-3 CERTIFICATE: Any one of the Class IA-3 Certificates, executed by the Company and authenticated by the Trustee, senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto. CLASS IA-4 CERTIFICATE: Any one of the Class IA-4 Certificates, executed by the Company and authenticated by the Trustee, senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto. CLASS IA-P CERTIFICATE: Any one of the Class IA-P Certificates, executed by the Company and authenticated by the Trustee, senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto. CLASS IIA-1 CERTIFICATE: Any one of the Class IIA-1 Certificates executed by the Company and authenticated by the Trustee, senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto. CLASS IIA-P CERTIFICATE: Any one of the Class IIA-P Certificates executed by the Company and authenticated by the Trustee, senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto. CLASS A CERTIFICATES: The Class IA and Class IIA Certificates, referred to collectively. CLASS IA CERTIFICATES: The Class IA-1, Class IA-2, Class IA-3, Class IA-4 and Class IA-P Certificates, referred to collectively. CLASS IIA CERTIFICATES: The Class IIA-1 and Class IIA-P Certificates, referred to collectively. CLASS IA-P DEFERRED AMOUNT: With respect to any Mortgage Loan in Mortgage Loan in Mortgage Group One which has become a Liquidated Mortgage Loan, the amount, if any, by which (A) the product of (i) the Principal Balance of such Mortgage Loan and (ii) the PO Percentage with respect to such Mortgage Loan exceeds (B) the Net Liquidation Proceeds with respect to such Mortgage Loan. 5
EX-412th Page of 202TOC1stPreviousNextBottomJust 12th
CLASS IIA-P DEFERRED AMOUNT: With respect to any Mortgage Loan in Mortgage Loan in Mortgage Group Two which has become a Liquidated Mortgage Loan, the amount, if any, by which (A) the product of (i) the Principal Balance of such Mortgage Loan and (ii) the PO Percentage with respect to such Mortgage Loan exceeds (B) the Net Liquidation Proceeds with respect to such Mortgage Loan. CLASS IA-2 NOTIONAL AMOUNT: For purposes of calculating interest payable on the Class IA-2 Certificates, on any Remittance Date, an amount equal to the Outstanding Certificate Principal Balance of the Class IA-1 Certificates. CLASS A PERCENTAGE: As of any Remittance Date, the percentage obtained by dividing the Class A Principal Balance by the Mortgage Pool Principal Balance, but not more than 100%. CLASS IA PERCENTAGE: As of any Remittance Date, the percentage obtained by dividing the Class IA Principal Balance by the Mortgage Group One Mortgage Pool Principal Balance, but not more than 100%. CLASS IIA PERCENTAGE: As of any Remittance Date, the percentage obtained by dividing the Class IIA Principal Balance by the Mortgage Group Two Mortgage Pool Principal Balance, but not more than 100%. CLASS IA-4 PERCENTAGE: As of any Remittance Date, the percentage obtained by dividing the Outstanding Certificate Principal Balance of the Class IA-4 Certificates by the Mortgage Group One Non-PO Allocated Amount as of the beginning of the related Due Period. CLASS IA-4 PREPAYMENT SHIFT PERCENTAGE: For any Remittance Date, the percentage indicated below: 6
EX-413th Page of 202TOC1stPreviousNextBottomJust 13th
Class IA-4 Prepayment --------------------- Remittance Date Occurring in Shift Percentage ---------------------------- ---------------- September 1996 through August 2001 0% September 2001 through August 2002 30% September 2002 through August 2003 40% September 2003 through August 2004 60% September 2004 through August 2005 80% September 2005 and thereafter .... 100% CLASS A PRINCIPAL BALANCE: As of any Remittance Date, (a) the Class A Principal Balance for the immediately preceding Remittance Date less (b) amounts distributed (or deemed distributed) to the Class A Certificateholders on such preceding Remittance Date allocable to principal (including the principal portion of Advances of the Master Servicer made pursuant to Section 6.03 and Realized Losses allocated to the Class A Certificates pursuant to Sections 6.04, 6.01(b)(I)(v) and 6.01(b)(II)(iv) plus (c) the Class A Interest Shortfall, if any, for the preceding Remittance Date; provided that the Class A Principal Balance on the first Remittance Date shall be the Original Class A Principal Balance. CLASS IA PRINCIPAL BALANCE: As of any Remittance Date, (a) the Class IA Principal Balance for the immediately preceding Remittance Date less (b) amounts distributed (or deemed distributed) to the Class IA Certificateholders on such preceding Remittance Date allocable to principal (including the principal portion of Advances of the Master Servicer made pursuant to Section 6.03 and Realized Losses allocated to the Class IA Certificates pursuant to Sections 6.04 and 6.01(b)(I)(v)) plus (c) the Class IA Interest Shortfall, if any, for the preceding Remittance Date; provided that the Class IA Principal Balance on the first Remittance Date shall be the Original Class IA Principal Balance. CLASS IIA PRINCIPAL BALANCE: As of any Remittance Date, (a) the Class IIA Principal Balance for the immediately preceding Remittance Date less (b) amounts distributed (or deemed distributed) to the Class IIA Certificateholders on such preceding Remittance Date allocable to principal (including the principal portion of Advances of the Master Servicer made pursuant to Section 6.03 and Realized Losses allocated to the Class IIA Certificates pursuant to Sections 6.04 and 6.01(b)(II)(iv)) plus (c) the Class IIA Interest Shortfall, if any, for the preceding Remittance Date; provided that the Class IIA Principal Balance on the first Remittance Date shall be the Original Class IIA Principal Balance. CLASS IA-1 SHORTFALL: With respect to any Remittance Date, the amount equal to the excess, if any, of the amount calculated pursuant to Section 6.01(b)(I)(i)(A) over the amount actually distributed to the Class IA-1 Certificateholders. 7
EX-414th Page of 202TOC1stPreviousNextBottomJust 14th
CLASS IA-2 SHORTFALL: With respect to any Remittance Date, the amount equal to the excess, if any, of the amount calculated pursuant to Section 6.01(b)(I)(i)(B) over the amount actually distributed to the Class IA-2 Certificateholders pursuant to such Section . CLASS IA-4 SHORTFALL: With respect to any Remittance Date, the amount equal to the excess, if any, of the amount calculated pursuant to Section 6.01(b)(I)(i)(C) over the amount actually distributed to the Class IA-4 Certificateholders pursuant to such Section . CLASS IA-P SHORTFALL: With respect to any Remittance Date, the amount equal to the excess, if any, of the amount calculated pursuant to Section 6.01(b)(I)(ii) (A) and (B) over the amount actually distributed to the Class IA-P Certificateholders pursuant to such Section . CLASS IIA-1 SHORTFALL: With respect to any Remittance Date, the amount equal to the excess, if any, of the amount calculated pursuant to Section 6.01(b)(II)(i)(A) over the amount actually distributed to the Class IIA-1 Certificateholders pursuant to such Section . CLASS IIA-P SHORTFALL: With respect to any Remittance Date, the amount equal to the excess, if any, of the amount calculated pursuant to Section 6.01(b)(II)(ii) (A) and (B) over the amount actually distributed to the Class IIA-P Certificates on such Remittance Date pursuant to such Section . CLASS IA STEP-DOWN DATE: The earliest of the Remittance Date in September 2001 or any succeeding anniversary thereof on which the following conditions are satisfied: (a) the average ratio (expressed as a percentage) for the preceding six Remittance Dates of the outstanding principal balances of Outstanding Mortgage Loans in Mortgage Group One 60 days or more delinquent (including loans in foreclosure and with respect to owned real estate) to the respective Mortgage Group One Mortgage Pool Principal Balance as of such Remittance Dates is less than 50% of the then-current Mortgage Group One Subordinated Percentage; and (b) Realized Losses with respect to Mortgage Loans in Mortgage Group One through the Remittance Date preceding the then applicable Remittance Date (including Nonrecoverable Advances) do not exceed the following thresholds: (i) on September 25, 2001, 30% of the Mortgage Group One Subordinated Percentage of the Mortgage Group One Mortgage Pool Principal Balance as of the Cut-off Date; (ii) on September 25, 2002, 35% of the Mortgage Group One Subordinated Percentage of the Mortgage Group One Mortgage Pool Principal Balance as of the Cut-off Date; 8
EX-415th Page of 202TOC1stPreviousNextBottomJust 15th
(iii) on September 25, 2003, 40% of the Mortgage Group One Subordinated Percentage of the Mortgage Group One Mortgage Pool Principal Balance as of the Cut-off Date; (iv) on September 25, 2004, 45% of the Mortgage Group One Subordinated Percentage of the Mortgage Group One Mortgage Pool Principal Balance as of the Cut-off Date; and (v) on any date after September 25, 2004, 50% of the Mortgage Group One Subordinated Percentage of the Mortgage Group One Mortgage Pool Principal Balance as of the Cut-off Date. CLASS IIA STEP-DOWN DATE: The earliest of the Remittance Date in September 2001 or any succeeding anniversary thereof on which the following conditions are satisfied: (a) the average ratio (expressed as a percentage) for the preceding six Remittance Dates of the outstanding principal balances of Outstanding Mortgage Loans in Mortgage Group Two 60 days or more delinquent (including loans in foreclosure and with respect to owned real estate) to the respective Mortgage Group Two Mortgage Pool Principal Balance as of such Remittance Dates is less than 50% of the then-current Mortgage Group Two Subordinated Percentage; and (b) Realized Losses with respect to Mortgage Loans in Mortgage Group Two through the Remittance Date preceding the then applicable Remittance Date (including Nonrecoverable Advances) do not exceed the following thresholds: (i) on September 25, 2001, 30% of the Mortgage Group Two Subordinated Percentage of the Mortgage Group Two Mortgage Pool Principal Balance as of the Cut-off Date; (ii) on September 25, 2002, 35% of the Mortgage Group Two Subordinated Percentage of the Mortgage Group Two Mortgage Pool Principal Balance as of the Cut-off Date; (iii) on September 25, 2003, 40% of the Mortgage Group Two Subordinated Percentage of the Mortgage Group Two Mortgage Pool Principal Balance as of the Cut-off Date; (iv) on September 25, 2004, 45% of the Mortgage Group Two Subordinated Percentage of the Mortgage Group Two Mortgage Pool Principal Balance as of the Cut-off Date; and 9
EX-416th Page of 202TOC1stPreviousNextBottomJust 16th
(v) on any date after September 25, 2004, 50% of the Mortgage Group Two Subordinated Percentage of the Mortgage Group Two Mortgage Pool Principal Balance as of the Cut-off Date. CLASS IA SUPPORT PERCENTAGE: As of any Remittance Date, the product of (i) the Non-PO Class IA Principal Balance divided by the Non-PO Class A Principal Balance and (ii) the Aggregate Non-PO Class A Prepayment Percentage. CLASS IIA SUPPORT PERCENTAGE: As of any Remittance Date, the product of (i) the Non-PO Class IIA Principal Balance divided by the Non-PO Class A Principal Balance and (ii) the Aggregate Non-PO Class A Prepayment Percentage. CLASS B CERTIFICATES: The Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, referred to collectively. CLASS B-1 CERTIFICATE: Any one of the Class B-1 Certificates executed by the Company and authenticated by the Trustee, subordinated in right of payment to the Class A and Class M Certificates, substantially in the form of the Class B Certificate set forth in Exhibit D hereto. CLASS B-2 CERTIFICATE: Any one of the Class B-2 Certificates executed by the Company and authenticated by the Trustee, subordinated in right of payment to the Class A, Class M and Class B-1 Certificates, substantially in the form of the Class B Certificate set forth in Exhibit D hereto. CLASS B-3 CERTIFICATE: Any one of the Class B-3 Certificates executed by the Company and authenticated by the Trustee, subordinated in right of payment to the Class A, Class M, Class B-1 and Class B-2 Certificates, substantially in the form of the Class B Certificate set forth in Exhibit D hereto. CLASS B-4 CERTIFICATE: Any one of the Class B-4 Certificates executed by the Company and authenticated by the Trustee, subordinated in right of payment to the Class A, Class M, Class B-1, Class B-2 and Class B-3 Certificates, substantially in the form of the Class B Certificate set forth in Exhibit D hereto. CLASS B-5 CERTIFICATE: Any one of the Class B-5 Certificates executed by the Company and authenticated by the Trustee, subordinated in right of payment to the Class A, Class M, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, substantially in the form of the Class B Certificate set forth in Exhibit D hereto. CLASS B-1 SHORTFALL: With respect to any Remittance Date, the amount equal to the excess, if any, of the amount calculated pursuant to Section 6.01(d)(i)(1) (A) and (B) over the amount actually distributed to the Class B-1 Certificates. 10
EX-417th Page of 202TOC1stPreviousNextBottomJust 17th
CLASS B-2 SHORTFALL: With respect to any Remittance Date, the amount equal to the excess, if any, of the amount calculated pursuant to Section 6.01(d)(i)(2) (A) and (B) over the amount actually distributed to the Class B-2 Certificates. CLASS B-3 SHORTFALL: With respect to any Remittance Date, the amount equal to the excess, if any, of the amount calculated pursuant to Section 6.01(d)(i)(3) (A) and (B) over the amount actually distributed to the Class B-3 Certificates. CLASS B-4 SHORTFALL: With respect to any Remittance Date, the amount equal to the excess, if any, of the amount calculated pursuant to Section 6.01(d)(i)(4) (A) and (B) over the amount actually distributed to the Class B-4 Certificates. CLASS B-5 SHORTFALL: With respect to any Remittance Date, the amount equal to the excess, if any, of the amount calculated pursuant to Section 6.01(d)(i)(5) (A) and (B) over the amount actually distributed to the Class B-5 Certificates. CLASS B PERCENTAGE: As of any Remittance Date, the difference between 100% and the sum of (i) the Class A Percentage and (ii) the Class M Percentage for such Remittance Date. CLASS B PRINCIPAL BALANCE: As of any Remittance Date, the excess of the Mortgage Pool Principal Balance (together with the principal portion of any Monthly Payment due but not paid with respect to which an Advance has not been made) over the sum of (i) the Class A Principal Balance and (ii) the Class M Principal Balance. CLASS M CERTIFICATE: Any one of the Class M Certificates executed by the Company and authenticated by the Trustee, subordinated in right of payment to the Class A Certificates, substantially in the form of the Class M Certificate set forth in Exhibit C hereto. CLASS M PERCENTAGE: As of any Remittance Date, the percentage obtained by dividing the Class M Principal Balance by the Mortgage Pool Principal Balance, but not more than 100%; provided, however, that on any Remittance Date on which the Class B Percentage equals 0%, the Class M Percentage shall equal 100% minus the Class A Percentage. CLASS M PRINCIPAL BALANCE: As of any Remittance Date, (a) the Class M Principal Balance for the immediately preceding Remittance Date less (b) amounts distributed (or deemed distributed) to the Class M Certificateholders on such preceding Remittance Date allocable to principal (including the principal portion of Advances of the Master Servicer made pursuant to Section 6.03 and Realized Losses allocated to the Class M Certificates pursuant to Sections 6.04 and 6.01(c)(ii)) plus (c) the Class M Shortfall, if any, for the preceding Remittance Date; provided that the Class M Principal Balance on the first Remittance Date shall be the Original Class M Principal Balance, and provided further that if the aggregate Outstanding Certificate Principal Balance of the Class B Certificates has been reduced to zero, as of any Remittance Date, the Class M Principal Balance will equal the excess of the Mortgage Pool 11
EX-418th Page of 202TOC1stPreviousNextBottomJust 18th
Principal Balance (together with the portion of any Monthly Payment due but not paid with respect to which an Advance has not been made) over the Class A Principal Balance. CLASS M SHORTFALL: With respect to any Remittance Date, the amount equal to the excess, if any, of the amount calculated pursuant to Section 6.01(c)(i) (A) and (B) over the amount actually distributed to the Class M Certificateholders. CLASS R CERTIFICATE: Any one of the Certificates executed by the Company and authenticated by the Trustee, which in the aggregate represent the Master Residual Interest and the Subsidiary Residual Interest, substantially in the form of the Class R Certificate set forth in Exhibit D hereto. CLOSING DATE: August 27, 1996. CMMC: Chase Manhattan Mortgage Corporation, a New Jersey corporation. CODE: The Internal Revenue Code of 1986, as amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury temporary or final regulations promulgated thereunder. COMPANY: MorServ, Inc., a Delaware corporation, or its successor in interest or any successor under this Agreement appointed as herein provided. COMPENSATING INTEREST: The meaning specified in Section 6.05(a). COMPENSATING INTEREST SHORTFALL: The meaning specified in Section 6.05(b). CO-OP LEASE: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating to the stock allocated to the related dwelling unit. CO-OP LOAN: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative housing corporation and a collateral assignment of the related Co-op Lease. CORPORATE TRUST OFFICE: The principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this instrument is located at 120 Wall Street, New York, New York 10043. CREDIT SUPPORT: With respect to each Class of Subordinated Certificates (other than the Class B-5 Certificates), the level of credit support supporting such Class, expressed as a percentage of the aggregate Outstanding Certificate Principal Balance of all Classes of Certificates (other than the Class IA-P and Class IIA-P Certificates). With respect to 12
EX-419th Page of 202TOC1stPreviousNextBottomJust 19th
each Remittance Date, Credit Support for each such Class will equal in each case the percentage, rounded to two decimal places, obtained by dividing the aggregate Outstanding Certificate Principal Balances immediately prior to such Distribution Date of all Classes of Subordinated Certificates having higher numerical class designations than such Class (for this purpose, each Class of Class M Certificates shall be deemed to have a lower numerical class designation than each Class of Class B Certificates) by the aggregate Outstanding Certificate Principal Balance of all Classes of Certificates (other than the Class IA-P and Class IIA-P Certificates) immediately prior to such Remittance Date. CROSS SUPPORT DATE: The first Remittance Date on which the Non-PO Class IA Principal Balance or Non-PO Class IIA Principal Balance has been reduced to zero. CUT-OFF DATE: August 1, 1996. DEFINITIVE CERTIFICATES: The Certificates referred to in Section 4.01(c). DEPOSITORY: The Depository Trust Company, the nominee of which is Cede & Co. DEPOSITORY AGREEMENT: The agreement referred to in Section 4.01(b). DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of securities deposited with the Depository. DETERMINATION DATE: The later of (i) the sixteenth day of the month in which the related Remittance Date occurs (or, if such sixteenth day is not a Business Day, the next succeeding Business Day), or (ii) the seventh Business Day prior to the related Remittance Date. DISQUALIFIED ORGANIZATION: An organization referred to in section 860E(e)(5) of the Code. DUE DATE: The first day of each month, being the day of the month on which each Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace. DUE PERIOD: With respect to any Remittance Date, the period from the second day of the month preceding the month in which such Remittance Date occurs through the first day of the month in which such Remittance Date occurs. ELIGIBLE ACCOUNT: An account that is (i) maintained with a depository institution the long-term unsecured debt obligations of which are rated by each Rating Agency and S&P in one of its two highest rating categories, or (ii) maintained with the corporate trust department of a national bank which has a rating of at least Baa3 or P-3 by Moody's and, at least 13
EX-420th Page of 202TOC1stPreviousNextBottomJust 20th
BBB- or A-2 by S&P, or (iii) an account or accounts the deposits in which are fully insured by the FDIC, or (iv) an account or accounts in a depository institution in which such accounts are insured by the FDIC (to the limit established by the FDIC), the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to and acceptable to the Trustee and each Rating Agency, the Certificateholders have a claim with respect to the funds in such account and a perfected first security interest against any collateral (which shall be limited to Eligible Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, or (v) otherwise acceptable to each Rating Agency without reduction or withdrawal of the rating of any Class of Certificates, as evidenced by a letter from each Rating Agency. ELIGIBLE INVESTMENTS: One or more of the following: (i) obligations of, or guaranteed as to principal and interest by, the United States or obligations of any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States; provided that any such obligation held as a "cash flow investment" within the meaning of section 860G(a)(6) of the Code shall not have a remaining maturity of more than 45 days; (ii) repurchase agreements on obligations specified in clause (i) maturing not more than two months from the date of acquisition thereof, provided that the long-term unsecured obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency in one of its two highest rating categories and the short-term debt obligations of the party agreeing to repurchase are rated A-1 by S&P and Prime-1 by Moody's; (iii) federal funds, certificates of deposit, time deposits and bankers' acceptances (which shall each have an original maturity of not more than 60 days and, in the case of bankers' acceptances, shall in no event have an original maturity of more than 365 days) of any United States depository institution or trust company incorporated under the laws of the United States or any state, provided that the long-term unsecured debt obligations of such depository institution or trust company at the date of acquisition thereof have been rated by each Rating Agency in one of its two highest rating categories and the short-term obligations of such depository institution or trust company are rated A- 1 by S&P and Prime-1 by Moody's; (iv) commercial paper (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each Rating Agency in its highest short-term unsecured commercial paper rating category; provided that such commercial paper shall have a remaining maturity of not more than 45 days; 14
EX-421st Page of 202TOC1stPreviousNextBottomJust 21st
(v) the Fund unless S&P or Moody's notifies the Master Servicer in writing that investment in the Fund would result in a reduction or withdrawal of the rating of any of the Class A or Class M Certificates; and (vi) other obligations or securities that are "permitted investments" within the meaning of Section 860G(a)(5) of the Code and acceptable to each Rating Agency and S&P rating the Certificates as an Eligible Investment hereunder and will not result in a reduction or withdrawal in the then current rating of any Class of Certificates, as evidenced by a letter to such effect from each Rating Agency; provided that no such instrument shall be an Eligible Investment if such instrument evidences either (a) a right to receive only interest payments with respect to the obligations underlying such instrument, or (b) both principal and interest payments derived from obligations underlying such instrument where the interest and principal payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations. ERISA: The Employee Retirement Income Security Act of 1974, as amended. ESCROW ACCOUNT: The account or accounts created and maintained pursuant to Section 5.10. ESCROW PAYMENTS: The amounts constituting applicable ground rents, taxes, assessments, water rates, Standard Hazard Policy premiums and other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to a Mortgage Loan. EXCEPTION REPORT: The report of the Trustee referred to in Section 2.02. EXCESS INTEREST: With respect to each Mortgage Loan, an amount equal to the excess, if any, of interest payable at the applicable Net Mortgage Rate over interest payable at the Remittance Rate. EXCESS PROCEEDS: All amounts (net of the related Servicing Advances) received on any Mortgage Loan (whether as regular principal payments, Principal Prepayments, Repurchase Proceeds, Liquidation Proceeds, Insurance Proceeds, condemnation awards, or with respect to a disposition of a Mortgaged Property which has been acquired by foreclosure or deed in lieu of foreclosure or otherwise) in excess of the Principal Balance at the Cut-off Date of such Mortgage Loan and accrued interest thereon at its Mortgage Rate to the Due Date immediately succeeding the date of prepayment, repurchase or liquidation, as the case may be. FDIC: The Federal Deposit Insurance Corporation or any successor organization. FHLMC: The Federal Home Loan Mortgage Corporation or any successor organization. 15
EX-422nd Page of 202TOC1stPreviousNextBottomJust 22nd
FIDELITY BOND: A fidelity bond and errors and omissions insurance to be maintained by the Master Servicer pursuant to Section 5.19. FLOATING RATE INTEREST ACCRUAL PERIOD: With respect to any Remittance Date, the period beginning on the 25th day of the month preceding the month in which such Remittance Date occurs and ending on the 24th day of the month in which such Remittance Date occurs. FNMA: The Federal National Mortgage Association or any successor organization. FUND: The VISTA U.S. Government Money Market Fund and the VISTA Prime Money Market Fund, referred to collectively. The Master Servicer shall instruct the Trustee regarding the voting of any proxies with respect to the Fund. INDIRECT PARTICIPANT: A broker, dealer, bank or other financial institution or other Person that clears through or maintains a custodial relationship with a Depository Participant. INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to any insurance policy covering a Mortgage Loan, net of costs of collecting such proceeds and net of amounts released to the Mortgagor or applied to the restoration of the Mortgaged Property. INSURED EXPENSES: Expenses covered by any insurance policy. INTEREST SHORTFALL: With respect to any Remittance Date, the amount equal to the excess of all amounts payable on the Certificates with respect to interest over the amount of interest actually distributed to the Certificateholders on such Remittance Date. Amounts shall be deemed distributed on account of interest under this Agreement prior to amounts distributed on account of principal. LATE COLLECTIONS: With respect to any Mortgage Loan, all amounts received during any Due Period, whether as late payments of Monthly Payments or as Liquidation Proceeds, condemnation proceeds, Insurance Proceeds, or with respect to a disposition of a Mortgaged Property which has been acquired by foreclosure or deed in lieu of foreclosure or otherwise, which represent late payments or collections of Monthly Payments due but delinquent for a previous Due Period and not previously recovered. LIBOR: With respect to any Remittance Date, the rate of interest determined by the Master Servicer on the related Rate Adjustment Date as follows: (i) If on any Rate Adjustment Date two or more Reference Banks provide offered one-month LIBOR quotations, LIBOR for the next Remittance 16
EX-423rd Page of 202TOC1stPreviousNextBottomJust 23rd
Date shall be the arithmetic mean of such offered quotations (rounding such arithmetic mean upwards, if necessary, to the nearest whole multiple of 1/16%). (ii) If on any Rate Adjustment Date only one or none of the Reference Banks provides offered one-month LIBOR quotations or there are no Reference Banks, LIBOR for the next Remittance Date shall be whichever is the higher of (x) LIBOR as determined on the previous Rate Adjustment Date or (y) the Reserve Interest Rate. (iii) If on any Rate Adjustment Date the Master Servicer is required but unable to determine the Reserve Interest Rate, LIBOR for the next Remittance Date will be LIBOR as determined on the previous Rate Adjustment Date, or, in the case of the first Rate Adjustment Date, the level of LIBOR used to calculate the initial Certificate Rates of the Class IA-1 and Class IA-2 Certificates. LIQUIDATED MORTGAGE LOAN: Any Mortgage Loan (a) as to which the Master Servicer has determined that all amounts which it expects to recover from or on account of such Mortgage Loan or property acquired in respect thereof have been recovered, (b) as to which a Cash Liquidation has taken place or (c) with respect to which the Mortgaged Property has been acquired by foreclosure or deed in lieu of foreclosure and a disposition (the term disposition shall include, for purposes of a repurchase pursuant to Section 11.01, any repurchase of a Mortgaged Property pursuant to such Section ) of such Mortgaged Property has occurred. LIQUIDATION EXPENSES: Expenses which are incurred by the Master Servicer or any Sub-Servicer in connection with the liquidation of any defaulted Mortgage Loan or property acquired in respect thereof including, without limitation, legal fees and expenses, any unreimbursed amount expended by the Master Servicer pursuant to Sections 5.16 and 5.21 respecting the related Mortgage Loan and any related and unreimbursed expenditures for real estate property taxes or for property restoration or preservation. LIQUIDATION PROCEEDS: Cash (including Insurance Proceeds) received by the Master Servicer in connection with the liquidation of any Mortgage Loan or Mortgaged Property acquired in respect thereof, whether through the sale or assignment of such Mortgage Loan (other than pursuant to Section 5.21), trustee's sale, foreclosure sale or otherwise, or the sale of the Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan other than amounts required to be paid to the Mortgagor pursuant to law or the terms of the applicable Mortgage Note. LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage, the numerator of which is the outstanding principal amount of the related Mortgage Loan at the time of origination (or, (i) for purposes of Section 5.15, at the time of determination and (ii) for purposes of a Mortgage Loan with respect to which a conversion from adjustable rate to fixed rate has occurred, at the time of initial origination) and the denominator of which is the appraised value of the related Mortgaged Property at the time of origination or, in the case of a Mortgage 17
EX-424th Page of 202TOC1stPreviousNextBottomJust 24th
Loan financing the acquisition of the Mortgaged Property, the sales price of the Mortgaged Property, if such sales price is less than such appraised value. LONDON BANKING DAY: Any day on which dealings in deposits in United States dollars are transacted in the London interbank market. MASTER REMIC: The pool of assets consisting of the Subsidiary Regular Interests and all payments of principal or interest on or with respect to the Subsidiary Regular Interests after the Cut-off Date. MASTER RESIDUAL INTEREST: The interest in the Master REMIC represented by amounts, if any, remaining in the Certificate Account following termination of the Trust Fund after payments to the Class A Certificateholders, the Class M Certificateholders, the Class B Certificateholders and the Class R Certificateholders with respect to their interests in the Subsidiary Residual Interest (or the holders of any separate certificates representing the Subsidiary Residual Interest). MASTER SERVICER: CMMC or its successor in interest or any successor under this Agreement as herein provided. MONTHLY PAYMENT: The minimum required monthly payment of principal and interest due on a Mortgage Loan as specified in the Mortgage Note for any Due Date (before any adjustment to such scheduled amount by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period). Monthly Payments shall be deemed due on an Outstanding Mortgage Loan until such time as it becomes a Liquidated Mortgage Loan. MOODY'S: Moody's Investors Service, Inc., or its successor in interest. MORTGAGE: With respect to a Mortgage Loan that is not a Co-op Loan, the mortgage, deed of trust or other instrument creating a first lien or a first priority ownership interest in an estate in fee simple in real property securing a Mortgage Note. With respect to a Co-op Loan, the security agreement creating a security interest in the stock allocated to a dwelling unit in a residential cooperative housing corporation and pledged to secure such Co-op Loan and the related Co-op Lease. MORTGAGE GROUP: Mortgage Group One or Mortgage Group Two, as the case may be. MORTGAGE GROUP ONE: The Mortgage Loans in the Trust Fund that are designated in the Mortgage Loan Schedule as comprising Mortgage Group One. MORTGAGE GROUP ONE MORTGAGE POOL PRINCIPAL BALANCE: As of the date of determination, the aggregate of the Principal Balances of each Outstanding 18
EX-425th Page of 202TOC1stPreviousNextBottomJust 25th
Mortgage Loan in Mortgage Group One less the principal portion of any Monthly Payment due but not paid on any such Mortgage Loan with respect to which an Advance has not been made. MORTGAGE GROUP ONE NON-PO ALLOCATED AMOUNT: At the time of any determination, the amount derived by (i) multiplying the Principal Balance of each Mortgage Loan in Mortgage Group One on such date of determination by the Non-PO Percentage with respect to such Mortgage Loan and (ii) summing the results. MORTGAGE GROUP ONE PO ALLOCATED AMOUNT: At the time of any determination, the amount derived by (i) multiplying the Principal Balance of each Mortgage Loan in Mortgage Group One by the PO Percentage with respect to such Mortgage Loan and (ii) summing the results. MORTGAGE GROUP ONE SCHEDULED PRINCIPAL AMOUNT: On any Remittance Date, an amount equal to the applicable Non-PO Percentage of the principal portion of Monthly Payments, whether or not received, which were due during the related Due Period (including but not limited to any amounts representing the final scheduled Monthly Payment on a Mortgage Loan, which amounts shall be deemed due on each Due Date until and including the Due Date on which the Principal Balance of the Mortgage Loan is reduced to zero) on Mortgage Loans in Mortgage Group One which were outstanding during such Due Period. MORTGAGE GROUP ONE SUBORDINATED PERCENTAGE: As of any Remittance Date, the difference between 100% and the Class IA Percentage. MORTGAGE GROUP ONE UNSCHEDULED PRINCIPAL AMOUNT: On any Remittance Date, the amounts with respect to principal described in the definition of "Non-PO Class IA Distribution Amount" (exclusive of the amounts described in clause (a) thereof) with respect to such Remittance Date, but without such amounts being multiplied by the Non-PO Class IA Percentage or the Non-PO Class IA Prepayment Percentage, as applicable. MORTGAGE GROUP TWO: The Mortgage Loans in the Trust Fund that are designated in the Mortgage Loan Schedule as comprising Mortgage Group Two. MORTGAGE GROUP TWO MORTGAGE POOL PRINCIPAL BALANCE: As of the date of determination, the aggregate of the Principal Balances of each Outstanding Mortgage Loan in Mortgage Group Two less the principal portion of any Monthly Payment due but not paid on any such Mortgage Loan with respect to which an Advance has not been made. MORTGAGE GROUP TWO NON-PO ALLOCATED AMOUNT: At the time of any determination, the amount derived by (i) multiplying the Principal Balance of each Mortgage Loan in Mortgage Group Two on such date of determination by the Non-PO Percentage with respect to such Mortgage Loan and (ii) summing the results. 19
EX-426th Page of 202TOC1stPreviousNextBottomJust 26th
MORTGAGE GROUP TWO PO ALLOCATED AMOUNT: At the time of any determination, the amount derived by (i) multiplying the Principal Balance of each Mortgage Loan in Mortgage Group Two by the PO Percentage with respect to such Mortgage Loan and (ii) summing the results. MORTGAGE GROUP TWO SUBORDINATED PERCENTAGE: As of any Remittance Date, the difference between 100% and the Class IIA Percentage. MORTGAGE FILE: As to each Mortgage Loan, the items referred to in Exhibit B annexed hereto. MORTGAGE LOAN: An individual mortgage loan and all rights with respect thereto, evidenced by a Mortgage and a Mortgage Note, sold and assigned by the Company to the Trustee and which is subject to this Agreement and included in the Trust Fund. The Mortgage Loans originally sold and subject to this Agreement are identified on the Mortgage Loan Schedule. MORTGAGE LOAN SCHEDULE: The schedule of Mortgage Loans attached hereto as Exhibit A, as it may be amended in accordance with Section 3.05, setting forth the following information as to each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) the street address of the Mortgaged Property including the zip code; (iii) an indication of whether the Mortgaged Property is owner-occupied; (iv) the property type of the Mortgaged Property; (v) the original number of months to stated or scheduled maturity and the number of months remaining to stated maturity from the Cut-off Date; (vi) (a) the appraised value of the Mortgaged Property as set forth in an appraisal which was delivered at the time of the origination of the Mortgage Loan, or, in the event the Mortgage Loan was made in connection with the acquisition of the Mortgaged Property by the Mortgagor, the lesser of such appraised value and the purchase price of the Mortgaged Property actually paid by the Mortgagor at the time of the origination of the Mortgage Loan, and (b) the percentage of the original principal amount of the Mortgage Loan to the amount specified in (a) above; (vii) the original principal balance of the Mortgage Loan; (viii) the unpaid principal balance of the Mortgage Loan as of the close of business on the Cut-off Date; (ix) the Mortgage Rate; (x) the amount of the current Monthly Payment; (xi) the PO Percentage with respect to such Mortgage Loan; and (xii) the Mortgage Group within which such Mortgage Loan is contained. MORTGAGE LOAN SELLER: Chase. MORTGAGE NOTE: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage. MORTGAGE POOL: The pool of Mortgage Loans held in the Trust Fund. MORTGAGE POOL PRINCIPAL BALANCE: As of the date of determination, the aggregate of the Principal Balances of each Outstanding Mortgage Loan on such date of 20
EX-427th Page of 202TOC1stPreviousNextBottomJust 27th
determination less the principal portion of any Monthly Payment due but not paid with respect to which an Advance has not been made. MORTGAGED PROPERTY: The property securing a Mortgage Note. MORTGAGE RATE: With respect to each Mortgage Loan, the per annum rate of interest borne by the Mortgage Loan, as specified in the Mortgage Note. MORTGAGOR: The obligor on a Mortgage Note. NET LIQUIDATION PROCEEDS: As to any Liquidated Mortgage Loan, Liquidation Proceeds net of Liquidation Expenses. NET MORTGAGE RATE: With respect to each Mortgage Loan, a per annum rate of interest for the applicable period equal to the Mortgage Rate less the applicable Servicing Fee. NON-PO ALLOCATED AMOUNT: At the time of any determination, the amount derived by (i) multiplying the Principal Balance of each Mortgage Loan on such date of determination by the Non-PO Percentage with respect to such Mortgage Loan and (ii) summing the results. NON-PO CLASS A CERTIFICATES: The Non-PO Class IA Certificates and Non-PO Class IIA Certificates, referred to collectively. NON-PO CLASS IA CERTIFICATES: The Class IA-1, Class IA-2, Class IA-3 and Class IA-4 Certificates, referred to collectively. NON-PO CLASS IIA CERTIFICATES: The Class IIA-1 Certificates. NON-PO CLASS A DISTRIBUTION AMOUNT: With respect to any Remittance Date, an amount equal to the sum of (i) the Non-PO Class IA Distribution Amount and (ii) the Non-PO Class IIA Distribution Amount. NON-PO CLASS IA DISTRIBUTION AMOUNT: With respect to any Remittance Date, the lesser of (a) the Non-PO Class IA Principal Balance plus one month's interest thereon at the Remittance Rate and (b) the sum of: (i) the Non-PO Class IA Percentage of the applicable Non-PO Percentage of the principal portion of all Monthly Payments, whether or not received, which were due during the related Due Period (including but not limited to any amounts representing the final scheduled Monthly Payment on a Mortgage Loan described in this paragraph (i), which amounts shall be deemed due on each Due Date until and including the Due Date on which the Principal Balance of the Mortgage Loan is reduced to zero) on Mortgage 21
EX-428th Page of 202TOC1stPreviousNextBottomJust 28th
Loans in Mortgage Group One which were outstanding during such Due Period, plus the Non-PO Class IA Percentage of the interest portion of such Monthly Payments, adjusted to the Remittance Rate; (ii) the Non-PO Class IA Prepayment Percentage of the applicable Non-PO Percentage of all Principal Prepayments made on any Mortgage Loan in Mortgage Group One during the related Principal Prepayment Period plus the Non-PO Class IA Percentage of the lesser of (A) the amount of interest (adjusted to the Remittance Rate) paid with respect thereto by the Mortgagors and the amount of Compensating Interest paid with respect thereto by the Master Servicer pursuant to Section 6.05 and (B) one month's interest thereon at the Remittance Rate; provided, however, that to the extent any such interest is included in the amount computed pursuant to clause (i) above, such amount of interest shall be deducted from the amount computed pursuant to this clause (ii); (iii) with respect to each Mortgage Loan in Mortgage Group One not described in (iv) below, the Non-PO Class IA Percentage of the applicable Non-PO Percentage of the principal portion of all Insurance Proceeds, condemnation awards and any other cash proceeds from a source other than the applicable Mortgagor, to the extent required to be deposited in the Certificate Account pursuant to Section 5.08(iv) and (v), which were received during the related Principal Prepayment Period plus the Non-PO Class IA Percentage of the interest portion thereof, adjusted to the Remittance Rate, net of related unreimbursed Servicing Advances and net of any portion thereof which, as to any such Mortgage Loan, constitutes Late Collections that have been the subject of an Advance on any prior Remittance Date (together with accrued and unpaid interest on such net Insurance Proceeds, condemnation awards and other cash proceeds at the Remittance Rate); (iv) with respect to each Mortgage Loan in Mortgage Group One which has become a Liquidated Mortgage Loan during the related Principal Prepayment Period, the least of (A) the Non-PO Class IA Percentage of applicable Non-PO Percentage of an amount equal to the Principal Balance of such Liquidated Mortgage Loan as of the Due Date immediately preceding the date on which it became a Liquidated Mortgage Loan plus the Non-PO Class IA Percentage of one-month's interest thereon at the Remittance Rate, (B) the Non-PO Class IA Prepayment Percentage of the applicable Non-PO Percentage of the Net Liquidation Proceeds with respect to such liquidated Mortgage Loan (net of any unreimbursed Advances) plus the Non-PO Class IA Percentage of one month's interest thereon at the Remittance Rate, and (C) in the case of a Discount Mortgage Loan, the Non-PO Class IA Prepayment Percentage of the Net Liquidation Proceeds with respect to such Liquidated Mortgage Loan (net of any unreimbursed Advances) exclusive of amounts distributable to the Class IA-P Certificates, plus the Non-PO Class IA Percentage of one month's interest thereon at the Remittance Rate. (v) with respect to each Mortgage Loan in Mortgage Group One repurchased during the related Principal Prepayment Period pursuant to Section 2.02, 3.01, 5.21 or 22
EX-429th Page of 202TOC1stPreviousNextBottomJust 29th
11.01, an amount equal to the Non-PO Class IA Prepayment Percentage of the applicable Non-PO Percentage of the principal portion of the Purchase Price plus the Non-PO Class IA Percentage of the interest portion of the Purchase Price, adjusted to the Remittance Rate (net of amounts with respect to which a distribution of principal and interest has previously been made to the Non-PO Class IA Certificateholders); provided, however, that with respect to any repurchase pursuant to Section 11.01, an amount not less than the then Outstanding Certificate Principal Balance of the Non-PO Class IA Certificates, together with accrued and unpaid interest thereon at the Remittance Rate; (vi) during such time as the aggregate Outstanding Certificate Principal Balance of the Subordinated Certificates equals zero, the excess of the Non-PO Class IA Principal Balance over the Non-PO Allocated Amount, if any, as of the preceding Remittance Date plus one month's interest thereon at the Remittance Rate; (vii) if the Cross Support Date has occurred and the Non-PO Class IA Principal Balance is greater than zero, the Class IA Support Percentage of the principal portion of the amounts referred to in paragraphs (b)(ii), (b)(iv) and (b)(v) of the definition of the Non-PO Class IIA Distribution Amount; and (viii) any funds (other than those included in (i) - (vii) above with respect to such Remittance Date) which were not distributed to the Non-PO Class IA Certificateholders on any prior Remittance Date which would have constituted part of the Non-PO Class IA Distribution Amount had they been so distributed on such Remittance Date, together with interest thereon at the Remittance Rate. NON-PO CLASS IIA DISTRIBUTION AMOUNT: With respect to any Remittance Date, the lesser of (a) the Non-PO Class IIA Principal Balance plus one month's interest thereon at the Remittance Rate and (b) the sum of: (i) the Non-PO Class IIA Percentage of the applicable Non-PO Percentage of the principal portion of all Monthly Payments, whether or not received, which were due during the related Due Period (including but not limited to any amounts representing the final scheduled Monthly Payment on a Mortgage Loan described in this paragraph (i), which amounts shall be deemed due on each Due Date until and including the Due Date on which the Principal Balance of the Mortgage Loan is reduced to zero) on Mortgage Loans in Mortgage Group Two which were outstanding during such Due Period, plus the Non-PO Class IIA Percentage of the interest portion of such Monthly Payments, adjusted to the Remittance Rate; (ii) the Non-PO Class IIA Prepayment Percentage of the applicable Non-PO Percentage of all Principal Prepayments made on any Mortgage Loan in Mortgage Group Two during the related Principal Prepayment Period plus the Non-PO Class IIA Percentage of the lesser of (A) the amount of interest (adjusted to the Remittance Rate) paid with respect thereto by the Mortgagors and the amount of Compensating Interest 23
EX-430th Page of 202TOC1stPreviousNextBottomJust 30th
paid with respect thereto by the Master Servicer pursuant to Section 6.05 and (B) one month's interest thereon at the Remittance Rate; provided, however, that to the extent any such interest is included in the amount computed pursuant to clause (i) above, such amount of interest shall be deducted from the amount computed pursuant to this clause (ii); (iii) with respect to each Mortgage Loan in Mortgage Group Two not described in (iv) below, the Non-PO Class IIA Percentage of the applicable Non-PO Percentage of the principal portion of all Insurance Proceeds, condemnation awards and any other cash proceeds from a source other than the applicable Mortgagor, to the extent required to be deposited in the Certificate Account pursuant to Section 5.08(iv) and (v), which were received during the related Principal Prepayment Period plus the Non-PO Class IIA Percentage of the interest portion thereof, adjusted to the Remittance Rate, net of related unreimbursed Servicing Advances and net of any portion thereof which, as to any such Mortgage Loan, constitutes Late Collections that have been the subject of an Advance on any prior Remittance Date (together with accrued and unpaid interest on such net Insurance Proceeds, condemnation awards and other cash proceeds at the Remittance Rate); (iv) with respect to each Mortgage Loan in Mortgage Group Two which has become a Liquidated Mortgage Loan during the related Principal Prepayment Period, the least of (A) the Non-PO Class IIA Percentage of applicable Non-PO Percentage of an amount equal to the Principal Balance of such Liquidated Mortgage Loan as of the Due Date immediately preceding the date on which it became a Liquidated Mortgage Loan plus the Non-PO Class IIA Percentage of one-month's interest thereon at the Remittance Rate, (B) the Non-PO Class IIA Prepayment Percentage of the applicable Non-PO Percentage of the Net Liquidation Proceeds with respect to such liquidated Mortgage Loan (net of any unreimbursed Advances) plus the Non-PO Class IIA Percentage of one month's interest thereon at the Remittance Rate, and (C) in the case of a Discount Mortgage Loan, the Non-PO Class IIA Prepayment Percentage of the Net Liquidation Proceeds with respect to such Liquidated Mortgage Loan (net of any unreimbursed Advances) exclusive of amounts distributable to the Class IIA-P Certificates, plus the Non-PO Class IIA Percentage of one month's interest thereon at the Remittance Rate. (v) with respect to each Mortgage Loan in Mortgage Group Two repurchased during the related Principal Prepayment Period pursuant to Section 2.02, 3.01, 5.21 or 11.01, an amount equal to the Non-PO Class IIA Prepayment Percentage of the applicable Non-PO Percentage of the principal portion of the Purchase Price plus the Non-PO Class IIA Percentage of the interest portion of the Purchase Price, adjusted to the Remittance Rate (net of amounts with respect to which a distribution of principal and interest has previously been made to the Non-PO Class IIA Certificateholders); provided, however, that with respect to any repurchase pursuant to Section 11.01, an amount not less than the then Outstanding Certificate Principal Balance of the Non-PO Class IIA Certificates, together with accrued and unpaid interest thereon at the Remittance Rate; 24
EX-431st Page of 202TOC1stPreviousNextBottomJust 31st
(vi) during such time as the aggregate Outstanding Certificate Principal Balance of the Subordinated Certificates equals zero, the excess of the Non-PO Class IIA Principal Balance over the Non-PO Allocated Amount, if any, as of the preceding Remittance Date plus one month's interest thereon at the Remittance Rate; (vii) if the Cross Support Date has occurred and the Non-PO Class IIA Principal Balance is greater than zero, the Class IIA Support Percentage of the principal portion of the amounts referred to in paragraphs (b)(ii), (b)(iv) and (b)(v) of the definition of the Non-PO Class IA Distribution Amount; and (viii) any funds (other than those included in (i) - (vii) above with respect to such Remittance Date) which were not distributed to the Non-PO Class IIA Certificateholders on any prior Remittance Date which would have constituted part of the Non-PO Class IIA Distribution Amount had they been so distributed on such Remittance Date, together with interest thereon at the Remittance Rate. NON-PO CLASS A PERCENTAGE: As of any Remittance Date, the fraction, expressed as a percentage (which shall never exceed 100%), the numerator of which is the Non-PO Class A Principal Balance and the denominator of which is the Non-PO Allocated Amount as of the immediately preceding Due Date. NON-PO CLASS IA PERCENTAGE: As of any Remittance Date, the fraction, expressed as a percentage (which shall never exceed 100%), the numerator of which is the Non-PO Class IA Principal Balance and the denominator of which is the Mortgage Group One Non-PO Allocated Amount as of the immediately preceding Due Date. NON-PO CLASS IIA PERCENTAGE: As of any Remittance Date, the fraction, expressed as a percentage (which shall never exceed 100%), the numerator of which is the Non-PO Class IIA Principal Balance and the denominator of which is the Mortgage Group Two Non-PO Allocated Amount as of the immediately preceding Due Date. NON-PO CLASS IA PREPAYMENT PERCENTAGE: As of any Remittance Date up to and including the Class IA Step-down Date, 100%; as of any Remittance Date during the first year thereafter, the Class IA Percentage plus 70% of the Mortgage Group One Subordinated Percentage for such Remittance Date; as of any Remittance Date during the second year thereafter, the Class IA Percentage plus 60% of the Mortgage Group One Subordinated Percentage for such Remittance Date; as of any Remittance Date during the third year thereafter, the Class IA Percentage plus 40% of the Mortgage Group One Subordinated Percentage for such Remittance Date; as of any Remittance Date during the fourth year thereafter, the Class IA Percentage plus 20% of the Mortgage Group One Subordinated Percentage for such Remittance Date; and as of any Remittance Date after the fourth year thereafter, the Class IA Percentage; provided that if either the Class IA Percentage or Class IIA Percentage as of any such Remittance Date is greater than the Class IA Percentage or Class IIA Percentage, respectively, on the first 25
EX-432nd Page of 202TOC1stPreviousNextBottomJust 32nd
Remittance Date, the Class IA Prepayment Percentage shall be 100%; and provided further that no reduction in the Class IA Prepayment Percentage shall take place in any year following the first year after the Class IA Step-down Date unless the conditions set forth in the definition of Class IA Step-down Date and Class IIA Step-down Date are met on the first Remittance Date of such year; and provided further that whenever the Class IA Percentage equals 0%, the Class IA Prepayment Percentage shall equal 0%. NON-PO CLASS IIA PREPAYMENT PERCENTAGE: As of any Remittance Date up to and including the Class IIA Step-down Date, 100%; as of any Remittance Date during the first year thereafter, the Class IIA Percentage plus 70% of the Mortgage Group Two Subordinated Percentage for such Remittance Date; as of any Remittance Date during the second year thereafter, the Class IIA Percentage plus 60% of the Mortgage Group Two Subordinated Percentage for such Remittance Date; as of any Remittance Date during the third year thereafter, the Class IIA Percentage plus 40% of the Mortgage Group Two Subordinated Percentage for such Remittance Date; as of any Remittance Date during the fourth year thereafter, the Class IIA Percentage plus 20% of the Mortgage Group Two Subordinated Percentage for such Remittance Date; and as of any Remittance Date after the fourth year thereafter, the Class IIA Percentage; provided that if either the Class IIA Percentage or Class IA Percentage as of any such Remittance Date is greater than the Class IIA Percentage or Class IA Percentage, respectively, on the first Remittance Date, the Class IIA Prepayment Percentage shall be 100%; and provided further that no reduction in the Class IIA Prepayment Percentage shall take place in any year following the first year after the Class IIA Step-down Date unless the conditions set forth in the definition of Class IIA Step-down Date and Class IA Step-down Date are met on the first Remittance Date of such year; and provided further that whenever the Class IIA Percentage equals 0%, the Class IIA Prepayment Percentage shall equal 0%. NON-PO CLASS A PRINCIPAL BALANCE: As of any Remittance Date, (a) the Non-PO Class A Principal Balance for the immediately preceding Remittance Date less (b) amounts distributed (or deemed distributed) to the Non-PO Class A Certificateholders on such preceding Remittance Date allocable to principal (including the principal portion of Advances of the Master Servicer made pursuant to Section 6.03 and Realized Losses allocated to the Non-PO Class A Certificates pursuant to Sections 6.04, 6.01(b)(I)(v) and 6.01(b)(II)(iv)) plus (c) the Class A Interest Shortfall, if any, for the preceding Remittance Date; provided that the Non-PO Class A Principal Balance on the first Remittance Date shall be the Original Non-PO Class A Principal Balance. NON-PO CLASS IA PRINCIPAL BALANCE: As of any Remittance Date, (a) the Non-PO Class IA Principal Balance for the immediately preceding Remittance Date less (b) amounts distributed (or deemed distributed) to the Non-PO Class IA Certificateholders on such preceding Remittance Date allocable to principal (including the principal portion of Advances of the Master Servicer made pursuant to Section 6.03 and Realized Losses allocated to the Non-PO Class IA Certificates pursuant to Sections 6.04 and 6.01(b)(I)(v) plus (c) the Class IA Interest Shortfall, if any, for the preceding Remittance Date; provided that the Non-PO Class IA Principal Balance on the first Remittance Date shall be the Original Non-PO Class IA Principal Balance. 26
EX-433rd Page of 202TOC1stPreviousNextBottomJust 33rd
NON-PO CLASS IIA PRINCIPAL BALANCE: As of any Remittance Date, (a) the Non-PO Class IIA Principal Balance for the immediately preceding Remittance Date less (b) amounts distributed (or deemed distributed) to the Non-PO Class IIA Certificateholders on such preceding Remittance Date allocable to principal (including the principal portion of Advances of the Master Servicer made pursuant to Section 6.03 and Realized Losses allocated to the Non-PO Class IIA Certificates pursuant to Sections 6.04 and 6.01(b)(II)(iv)) plus (c) the Class IIA Interest Shortfall, if any, for the preceding Remittance Date; provided that the Non-PO Class IIA Principal Balance on the first Remittance Date shall be the Original Non-PO Class IIA Principal Balance. NON-PO CLASS IA PRINCIPAL DISTRIBUTION AMOUNT: As defined in Section 6.01(a)(ii)(A). NON-PO CLASS IIA PRINCIPAL DISTRIBUTION AMOUNT: As defined in Section 6.01(a)(iv)(A). NON-PO PERCENTAGE: With respect to each Mortgage Loan, the fraction, expressed as a percentage (but not greater than 100%), the numerator of which equals the applicable Net Mortgage Rate and the denominator of which equals the Remittance Rate. NONRECOVERABLE ADVANCE: Any Advance previously made or proposed to be made in respect of a Mortgage Loan by the Master Servicer pursuant to Section 6.03 which, in the good faith judgment of the Master Servicer, will not or, in the case of a proposed Advance, would not, ultimately be recoverable by the Master Servicer from Late Collections or otherwise. The determination by the Master Servicer that it has made, or would be making, a Nonrecoverable Advance shall be evidenced by a certificate of a Servicing Officer of the Master Servicer delivered to the Trustee, any co-trustee and the Company and detailing the reasons for such determination. OFFICERS' CERTIFICATE: A certificate signed by two of the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant Secretaries or any other duly authorized officer of the Company or the Master Servicer, and delivered to the Trustee. OPINION OF COUNSEL: A written opinion of counsel, who may be counsel for the Company or the Master Servicer and who is reasonably acceptable to the Trustee. ORIGINAL CERTIFICATE PRINCIPAL BALANCE: With respect to any Class of Certificates, the amount specified for such Class in Section 4.01(d). ORIGINAL CLASS A PRINCIPAL BALANCE: $195,144,604.00 ORIGINAL CLASS IA PRINCIPAL BALANCE: $158,121,152.00 ORIGINAL CLASS IIA PRINCIPAL BALANCE: $ 37,023,452.00 27
EX-434th Page of 202TOC1stPreviousNextBottomJust 34th
ORIGINAL CLASS M PRINCIPAL BALANCE: $ 4,658,626.00 ORIGINAL CLASS B PRINCIPAL BALANCE: $ 7,246,751.19 ORIGINAL NON-PO CLASS A PRINCIPAL BALANCE: $194,151,982.00 ORIGINAL NON-PO CLASS IA PRINCIPAL BALANCE: $157,630,390.00 ORIGINAL NON-PO CLASS IIA PRINCIPAL BALANCE: $ 36,521,592.00 ORIGINAL CREDIT SUPPORT: With respect to any Class of Subordinated Certificates (other than the Class B-5 Certificates), the level of Credit Support indicated below: Class M: 3.50% Class B-1: 2.50% Class B-2: 1.75% Class B-3: 0.90% Class B-4: 0.45% OUTSTANDING CERTIFICATE PRINCIPAL BALANCE: With respect to any Class (other than the Class R Certificates) of Certificates and any Remittance Date, the sum of (a) the Original Certificate Principal Balance of such Class and (b) (except with respect to (I) the Class of Class B Certificates then outstanding having the highest numerical class designation and (II) during such time as the aggregate Outstanding Certificate Principal Balance of the Class B Certificates equals zero, the Class M Certificates) any Interest Shortfalls with respect to such Class prior to such Remittance Date, minus the sum of (i) any distributions of principal made on such Class prior to such Remittance Date and (ii) any Realized Losses allocated to such Class prior to such Remittance Date; provided, however, that (I) with respect to the Class of Class B Certificates then outstanding having the highest numerical class designation, the Outstanding Certificate Principal Balance of such Class shall equal the excess of the Mortgage Pool Principal Balance (together with the principal portion of any Monthly Payment due but not paid with respect to which an Advance has not been made) over the sum of the Outstanding Certificate Principal Balances of all Classes of Certificates (other than the Class of Class B Certificates then outstanding having the highest numerical class designation); and (II) during such time as the Outstanding Certificate Principal Balance of the Class B-1 Certificates equals zero, with respect to the Class M Certificates, the Outstanding Certificate Principal Balance of such Class shall equal the excess of the Mortgage Pool Principal Balance (together with the principal portion of any Monthly Payment due but not paid with respect to which an Advance has not been made) over the Class A Principal Balance. 28
EX-435th Page of 202TOC1stPreviousNextBottomJust 35th
OUTSTANDING MORTGAGE LOAN: As to any Remittance Date, a Mortgage Loan which was not paid in full during the related or any previous Principal Prepayment Period, which did not become a Liquidated Mortgage Loan during the related or any previous Principal Prepayment Period and which was not repurchased under Section 2.02, 3.01, 5.21 or 11.01 during the related or any previous Principal Prepayment Period. PASS-THRU ENTITY: A "Pass-Thru Entity" as defined in Section 860E(e)(6) of the Code. PAYING AGENT: The Person appointed by the Trustee as Paying Agent pursuant to Section 4.05. PAYING AGENT ACCOUNT: The account created and maintained pursuant to Section 4.05. PERCENTAGE INTEREST: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made hereunder, such percentage interest being equal, with respect to any Class, to the percentage obtained by dividing the denomination of such Certificate by the aggregate of the denominations of all the Certificates of such Class and with respect to all Certificates, the percentage obtained by dividing the denomination of such Certificate by the aggregate of the denominations of all the Certificates. PERSON: Any individual, corporation, partnership, limited liability company, limited liability partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. PO PERCENTAGE: The PO Percentage with respect to each Mortgage Loan as identified on the Mortgage Loan Schedule, such percentage being equal to the fraction, expressed as a percentage (but not less than 0%), the numerator of which equals the excess of the Remittance Rate over the applicable Net Mortgage Rate and the denominator of which equals the Remittance Rate. PRIMARY INSURANCE POLICY: Each primary policy of mortgage guaranty insurance or any replacement policy therefor referred to in Section 5.15 hereof. PRINCIPAL BALANCE: At the time of any determination, the principal balance of a Mortgage Loan remaining to be paid at the close of business on the Cut-off Date (after deduction of all principal payments due on or before the Cut-off Date whether or not paid) (or, in the case of a substitute Mortgage Loan included in the Trust Fund pursuant to Section 3.05, the close of business as of the date of substitution) reduced by all amounts previously distributed to Certificateholders that are allocable to payments of principal on such Mortgage Loan (including the principal portion of Advances of the Master Servicer made pursuant to Section 6.03). 29
EX-436th Page of 202TOC1stPreviousNextBottomJust 36th
PRINCIPAL PREPAYMENT: Any payment or other recovery of principal on a Mortgage Loan (other than Late Collections) which is received other than as part of a Monthly Payment; provided, however, that the term Principal Prepayment does not include Insurance Proceeds, Liquidation Proceeds, condemnation awards or other cash proceeds from a source other than the applicable Mortgagor. PRINCIPAL PREPAYMENT PERIOD: With respect to any Remittance Date, the period beginning on the first day of the month preceding the month in which such Remittance Date occurs and ending on the last day of such month. PURCHASE PRICE: With respect to any Mortgage Loan required to be purchased on any date pursuant to Section 2.02, 3.01, 5.21 or 11.01, an amount equal to the sum of (a) 100% of the Principal Balance thereof, (b) unpaid accrued interest at the Mortgage Rate thereon from the Due Date on which interest was last paid by the Mortgagor or Advanced by the Master Servicer to the Due Date next following the date of repurchase and (c) the aggregate of any unreimbursed Advances. RATE ADJUSTMENT DATE: With respect to any Remittance Date, the second London Banking Day preceding the related Floating Rate Interest Accrual Period. RATING AGENCY: Any nationally recognized statistical rating organization, or its successor, that rated one or more Classes of Certificates at the request of the Company at the time of the initial issuance of the Certificates. If such organization or a successor is no longer in existence, "Rating Agency" shall be such nationally recognized statistical rating organization, or other comparable Person, designated by the Company, notice of which designation shall be given to the Trustee and the Master Servicer. References herein to the two highest long-term debt rating categories of a Rating Agency shall mean AA or better in the case of S&P and Aa3 or better in the case of Moody's. REALIZED LOSS: With respect to (i) a Liquidated Mortgage Loan, the amount, if any, by which the unpaid Principal Balance and accrued interest thereon at a rate equal to the Net Mortgage Rate exceeds the amount actually recovered by the Master Servicer with respect thereto (net of reimbursement of Advances and Servicing Advances) at the time such Mortgage Loan became a Liquidated Mortgage Loan or (ii) with respect to a Mortgage Loan which is not a Liquidated Mortgage Loan, any amount of principal that the Mortgagor is no longer legally required to pay (except for the extinguishment of debt that results from the exercise of remedies due to default by the Mortgagor). RECORD DATE: The close of business of the last Business Day of the month preceding the month of the related Remittance Date. REFERENCE BANKS: With respect to each Rate Adjustment Date, four leading banks engaged in transactions in United States dollar deposits in the London interbank market (i) with an established place of business in London, (ii) whose quotations appear on the Reuters 30
EX-437th Page of 202TOC1stPreviousNextBottomJust 37th
Screen LIBO Page on such Rate Adjustment Date and (iii) which have been designated as such by the Master Servicer and are able and willing to provide such quotations to the Master Servicer on each Rate Adjustment Date. REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code. REMIC POOL: Either of the Master REMIC or the Subsidiary REMIC. REMIC PROVISIONS: Provisions of the federal income tax law relating to REMICs which appear at Sections 860A through 860G of Part IV of Subchapter M of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department of the Treasury temporary, proposed or final regulations and rulings promulgated thereunder, as the foregoing are in effect (or with respect to proposed regulations, are proposed to be in effect) from time to time. REMIC REPORTING AGENT: The person so designated in Section 7.02(b). REMITTANCE DATE: The 25th day of any month, or if such 25th day is not a Business Day, the first Business Day immediately following, beginning with September 25, 1996. REMITTANCE RATE: The portion of the annual rate of interest borne by each Mortgage Loan accruing for the benefit of the Certificateholders, which rate shall equal 7.25%. REPURCHASE PROCEEDS: All proceeds of any Mortgage Loan or property acquired in respect thereof repurchased pursuant to Section 2.02, 3.01, 5.21 or 11.01. RESPONSIBLE OFFICER: When used with respect to the Trustee, any Senior Vice President, any Vice President, any Assistant Vice President, any Senior Trust Officer, any Trust Officer or any other officer of the Trustee in its Corporate Trust Office customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer in its Corporate Trust Office to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. REUTERS SCREEN LIBO PAGE: The display designated as page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as may replace the LIBO page on that service for the purpose of displaying London interbank offered quotations of major banks). 31
EX-438th Page of 202TOC1stPreviousNextBottomJust 38th
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. or its successor in interest. SALE AGREEMENT: The Mortgage Loan Sale Agreement dated as of August 27, 1996 between the Company and Chase. SERVICING ADVANCES: All customary, reasonable and necessary "out of pocket" costs and expenses incurred in the performance by the Master Servicer of its servicing obligations and which are "unanticipated expenses" of the REMIC, as defined in the REMIC Provisions, including, but not limited to, the cost of (i) the preservation, restoration and protection of the Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage, (iv) taxes and assessments on the Mortgaged Properties subject to the Mortgage Loans and (v) compliance with the obligations under Section 5.21. SERVICING FEE: The amount of the monthly fee paid for the servicing of the Mortgage Loans, equal to, as of any Remittance Date, the total of, with respect to each Mortgage Loan (other than a Mortgage Loan having a Mortgage Rate of less than 7.500% per annum), one-twelfth of 0.25% per annum of the Principal Balance thereof as of the Determination Date in the preceding month, subject to adjustment as provided in Section 6.05. The Servicing Fee with respect to each Mortgage Loan having a Mortgage Rate of less than 7.500% per annum is equal to one-twelfth of 0.20% per annum of the Principal Balance thereof as of the Determination Date in the preceding month, subject to adjustment as provided in Section 6.05. The Servicing Fee shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payments that shall have come due and only at the time such Monthly Payment shall be made. The right to receive the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion of such Monthly Payments collected by the Master Servicer, or as otherwise provided under Section 5.09 or 5.23. SERVICING OFFICER: Any officer of the Master Servicer or any Sub-servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name appears on a written certificate listing servicing officers furnished to the Trustee by the Master Servicer on or prior to the Closing Date, and signed on behalf of the Master Servicer or any Sub-servicer by its President, any Vice President or its Treasurer, as such certificate may from time to time be amended. SHORTFALL: With respect to any Remittance Date, the amount equal to the excess, if any, of the Non-PO Class A Distribution Amount over the amount actually distributed to Non-PO Class A Certificateholders on such Remittance Date. SINGLE CERTIFICATE: A Certificate of any Class that evidences the smallest permissible original denomination for such Class of Certificates as specified in Section 4.01(d). 32
EX-439th Page of 202TOC1stPreviousNextBottomJust 39th
STANDARD HAZARD POLICY: Each standard hazard insurance policy or replacement therefor referred to in Section 5.16. SUBORDINATED CERTIFICATES: The Class M and Class B Certificates, referred to collectively. SUBORDINATED PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Remittance Date, an amount equal to the portion of the Available Distribution Amount relating to payments of principal of the Mortgage Loans remaining after all distributions of principal and interest to the Class A Certificateholders (but without giving effect to any amounts in respect of the Class IA-P Deferred Amount and Class IIA-P Deferred Amount with respect to such Remittance Date which may be distributable pursuant to Section 6.0(b)(I)(ii)(C) or Section 6.01(b)(II)(ii)(C)) pursuant to Section 6.01(b) with respect to such Remittance Date have been made. SUB-SERVICER: Any Person with whom the Master Servicer enters into a Sub-Servicing Agreement. SUB-SERVICING AGREEMENT: Any agreement between the Master Servicer and any Sub-Servicer, relating to servicing or administration of certain Mortgage Loans as provided in Section 5.02, in such form as has been approved by the Master Servicer and the Company. SUBSIDIARY REGULAR INTEREST: There shall be five Subsidiary Regular Interests. The first subsidiary regular interest (the "First Subsidiary Regular Interest") shall have the same characteristics as the Class IA-1, Class IA-2 and Class IA-3 Certificates, and shall have the right to receive distributions from Mortgage Pool in the amounts necessary to make all required distributions with respect to such Certificates. The second subsidiary regular interest (the "Second Subsidiary Regular Interest") shall have the same characteristics as the Class IA-4, Class IIA-1, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, and shall have the right to receive distributions from the Mortgage Pool in the amounts necessary to make all required distributions with respect to the Class IA-4, Class IIA-1, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates. The third subsidiary regular interest (the "Third Subsidiary Regular Interest") shall have the same characteristics as the Class IA-P Certificates, and shall have the right to receive distributions from the Mortgage Pool in the amounts necessary to make all required distributions with respect to the Class IA-P Certificates. The fourth subsidiary regular interest (the "Fourth Subsidiary Regular Interest") shall have the same characteristics as the Class IIA-P Certificates, and shall have the right to receive distributions from the Mortgage Pool in the amounts necessary to make all required distributions with respect to the Class IIA-P Certificates. The fifth subsidiary regular interest (the "Fifth Subsidiary Regular Interest") shall have the same characteristics as the Chase Interest, and shall have the right to receive distributions of Excess Interest from the Mortgage Loans. SUBSIDIARY REMIC: The pool of assets consisting of the Trust Fund. 33
EX-440th Page of 202TOC1stPreviousNextBottomJust 40th
SUBSIDIARY RESIDUAL INTEREST: The interest in the Subsidiary REMIC consisting of Excess Proceeds and Substitute Excess Interest, and with respect to each Mortgage Loan, any amounts payable or received with respect to such Mortgage Loan after payment in full of the Subsidiary Regular Interests. SUBSTITUTE EXCESS INTEREST: As defined in Section 3.05. TRUST FUND: The corpus of the trust created by this Agreement consisting of (i) the Mortgage Loans, (ii) such assets as shall from time to time be identified as deposited in the Certificate Account, (iii) property which secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure, (iv) Standard Hazard Policies and any other insurance policies, and the proceeds thereof, (v) certain rights of the Company under the Sale Agreement, as more particularly set forth in the last paragraph of Section 2.01 and as described in Sections 2.02 or 3.01 hereof and (vi) any proceeds of any of the foregoing. TRUSTEE: Citibank, N.A., a national banking association organized under the laws of the United States, and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party, and any successor trustee at the time serving as successor trustee hereunder, appointed as herein provided. U.S. PERSON: A "United States Person" as defined in Section 7701(a)(30) of the Code. [End of Article I] ARTICLE II CONVEYANCE OF MORTGAGE LOANS; TRUST FUND Section 2.01. Conveyance of Mortgage Loans. The Company, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and convey to the Trustee without recourse all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans on or after the Cut-off Date (other than Monthly Payments due on the Mortgage Loans on or before the Cut-off Date). In connection with such assignment, the Company does hereby deliver to, and deposit with, the Trustee the following documents or instruments with respect to each Mortgage Loan so assigned: (i) With respect to each Mortgage Loan which is not a Co-op Loan: 34
EX-441st Page of 202TOC1stPreviousNextBottomJust 41st
(A)(I) Original Mortgage Note (or a lost note affidavit (including a copy of the original Mortgage Note)) or (II) original Consolidation, Extension and Modification Agreement (or a lost note affidavit (including a copy of the original Consolidation, Extension and Modification Agreement), in either case endorsed (by facsimile if so authorized by the Company), "Pay to the order of Citibank, N.A., as trustee, under that certain Pooling and Servicing Agreement dated as of August 1, 1996 for Multi-Class Mortgage Pass-Through Certificates, Series 1996-2 (MorServ, Inc.) without recourse" and signed in the name of the Mortgage Loan Seller by an authorized person and showing a complete chain of endorsement from the originator to the Mortgage Loan Seller. (B) Original (or a court-certified copy of the original) recorded Mortgage with evidence of recording thereon, or if such original has been delivered to the appropriate public recording office, a certified copy thereof certified true and complete by the Mortgage Loan Seller, with the original thereof with evidence of recording thereon to be delivered by the Company within 270 days of the Closing Date. (C) Original Assignment of Mortgage (or copy thereof) by the Mortgage Loan Seller or its agent in recordable form to "Citibank, N.A., as trustee." Subject to the foregoing, such assignments may, if permitted by law, be by blanket assignments for Mortgage Loans covering Mortgaged Properties situated within the same county. If the Assignment of Mortgage is in blanket form, a copy of the Assignment of Mortgage shall be included in the related individual Mortgage File. (D) Original (or a court-certified copy of the original) recorded Assignments of Mortgage (or copies thereof) showing a complete chain of assignment from the originator of the related Mortgage Loan to the Mortgage Loan Seller, and, if copies are delivered, with the original thereof with evidence of recording thereon to be delivered by the Company within 270 days of the Closing Date. (E) Originals (or lost note affidavit, including copies of the originals) of all assumption, consolidation and modification agreements, with evidence of recording thereon, to the extent required by applicable law, relating to the Mortgage or the Mortgage Note, if any, or, if such original has been delivered to the appropriate public recording office, a certified copy thereof certified true and complete by the applicable Mortgage Loan Seller, with the original thereof with evidence of recording thereon to be delivered by the Company within 270 days of the Closing Date. (F) The original title policy or, in the event such original title policy is unavailable, a certified true copy of the related policy binder or commitment for title certified true and complete by the title insurance policy company, with the original title policy to be delivered by the Company within 270 days of the Closing Date. 35
EX-442nd Page of 202TOC1stPreviousNextBottomJust 42nd
(G) Copy of Primary Insurance Policy, if any. (ii) With respect to each Co-op Loan: (A)(I) Original Mortgage Note (or a lost note affidavit (including a copy of the original Mortgage Note)) or (II) original Consolidation, Extension and Modification Agreement (or a lost note affidavit (including a copy of the original Consolidation, Extension and Modification Agreement)), in either case endorsed (by facsimile if so authorized by the Company), "Pay to the order of Citibank, N.A. as trustee, under that certain Pooling and Servicing Agreement dated as of August 1, 1996 for Multi-Class Mortgage Pass-Through Certificates, Series 1996-2 (MorServ, Inc.) without recourse" and signed in the name of the Mortgage Loan Seller by an authorized person and showing a complete chain of endorsement from the originator to the Mortgage Loan Seller. (B) Original Mortgage entered into by the Mortgagor with respect to such Mortgage Loan. (C) Copy of Form UCC-1 and any continuation statements with evidence of filing thereon entered into by the Mortgagor with respect to such Mortgage Loan. (D) Form UCC-3 (or copy thereof) by the Mortgage Loan Seller or its agent assigning the security interest covered by such Form UCC-1 to "Citibank, N.A. as trustee", together with all Forms UCC-3 (or copies thereof) showing a complete chain of assignment from the originator of the related Co-op Loan to the Mortgage Loan Seller, with evidence of recording thereon. (E) Stock certificate representing the stock allocated to a dwelling unit in a residential cooperative housing corporation and pledged with respect to such Co-op Loan with a stock power in blank attached (each, a "Stock Certificate"). (F) Original proprietary lease. (G) Original assignment of proprietary lease, to the Trustee, and all intervening assignments thereof. (H) Original recognition agreement (or copy thereof) of the interests of the mortgagee with respect to the Co-op Loan by the residential cooperative housing corporation, the stock of which was pledged in respect of such Co-op Loan. (I) Originals of any assumption, consolidation or modification agreements relating to any of the items specified in (A) through (D) above with respect to such Co-op Loan. 36
EX-443rd Page of 202TOC1stPreviousNextBottomJust 43rd
With respect to the Mortgage Loans listed on Schedule I, the documents specified in (i)(A) and (i)(B) above may be contained in a single instrument. If in connection with any Mortgage Loan the Company cannot deliver the Mortgage, Assignments of Mortgage or assumption, consolidation or modification, as the case may be, with evidence of recording thereon concurrently with the execution and delivery of this Agreement, or within the 270 days permitted in (i)(B), (i)(D) and (i)(E) above, solely because of a delay caused by the public recording office where such Mortgage, Assignments of Mortgage or assumption, consolidation or modification, as the case may be, has been delivered for recordation, the Company shall deliver or cause to be delivered to the Trustee written notice stating that such Mortgage, Assignments of Mortgage or assumption, consolidation or modification, as the case may be, has been delivered to the appropriate public recording office for recordation. Thereafter, the Master Servicer shall cause to be delivered to the Trustee such Mortgage, Assignments of Mortgage or assumption, consolidation or modification, as the case may be, with evidence of recording indicated thereon upon receipt thereof from the public recording office. In any event, the Master Servicer shall use all reasonable efforts to cause each original Mortgage, Assignments of Mortgage or assumption, consolidation or modification, as the case may be, with evidence of recording thereon to be delivered to the Trustee within 300 days of the Closing Date. With respect to any Mortgage Loans which are not Co-op Loans, the Master Servicer shall cause to be recorded in the appropriate public recording office for real property records each Assignment of Mortgage referred to in this Section 2.01 as soon as practicable. With respect to Co-op Loans, the Master Servicer shall cause to be recorded in the appropriate recording office the Form UCC-3 referred to in this Section 2.01 as soon as practicable. While each Assignment of Mortgage or Form UCC-3 to be recorded is being recorded, the Master Servicer shall deliver to the Trustee a photocopy of such document. If any such Assignment of Mortgage or Form UCC-3 is returned unrecorded to the Master Servicer because of any defect therein, the Master Servicer shall cause such defect to be cured and such document to be recorded in accordance with this paragraph. The Master Servicer shall deliver or cause to be delivered each original recorded Assignment of Mortgage and intermediate assignment or Form UCC-3 to the Trustee within 270 days of the Closing Date or shall deliver to the Trustee on or before such date an Officer's Certificate stating that such document has been delivered to the appropriate public recording office for recordation, but has not been returned solely because of a delay caused by such recording office. In any event, the Master Servicer shall use all reasonable efforts to cause each such document with evidence of recording thereon to be delivered to the Trustee within 300 days of the Closing Date. The ownership of each Mortgage Note, the Mortgage and the contents of the related Mortgage File is vested in the Trustee. Neither the Company nor the Master Servicer shall take any action inconsistent with such ownership and shall not claim any ownership interest therein. The Company and the Master Servicer shall respond to any third party inquiries with respect to ownership of the Mortgage Loans by stating that such ownership is held by the Trustee on behalf of the Certificateholders. Mortgage documents relating to the Mortgage Loans not delivered to the Trustee are and shall be held in trust by the Master Servicer or any Sub-Servicer, for the benefit of the Trustee as the owner thereof, and the Master Servicer's or such 37
EX-444th Page of 202TOC1stPreviousNextBottomJust 44th
Sub-Servicer's possession of the contents of each Mortgage File so retained is for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Master Servicer or such Sub-Servicer is in a custodial capacity only. The Company agrees to take no action inconsistent with the Trustee's ownership of the Mortgage Loans, to promptly indicate to all inquiring parties that the Mortgage Loans have been sold and to claim no ownership interest in the Mortgage Loans. Each Mortgage File and the mortgage documents relating to the Mortgage Loans contain proprietary business information of the Mortgage Loan Seller and its customers. The Trustee and the Company agree that they will not use such information for business purposes without the express written consent of the Mortgage Loan Seller and that all such information shall be kept strictly confidential. It is the intention of this Agreement that the conveyance of the Company's right, title and interest in and to the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan. If a conveyance of Mortgage Loans from the Mortgage Loan Seller to the Company is characterized as a pledge and not a sale, then the Company shall be deemed to have transferred to the Trustee all of the Company's right, title and interest in, to and under the obligations of the Mortgage Loan Seller deemed to be secured by said pledge; and it is the intention of this Agreement that the Company shall also be deemed to have granted to the Trustee a first priority security interest in all of the Company's right, title, and interest in, to and under the obligations of the Mortgage Loan Seller to the Company deemed to be secured by said pledge and that the Trustee shall be deemed to be an independent custodian for purposes of perfection of the security interest granted to the Company. If the conveyance of the Mortgage Loans from the Company to the Trustee is characterized as a pledge, it is the intention of this Agreement that this Agreement shall constitute a security agreement under applicable law, and that the Company shall be deemed to have granted to the Trustee a first priority security interest in all of the Company's right, title and interest in, to and under the Mortgage Loans, all payments of principal of or interest on such Mortgage Loans, all other rights relating to and payments made in respect of the Trust Fund, and all proceeds of any thereof. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. In addition to the conveyance made in the first paragraph of this Section 2.01, the Company does hereby convey, assign and set over to the Trustee all of its right, title and interest in that portion of the Trust Fund described in items (ii), (iii), (iv) and (vi) of the definition thereof and further assigns to the Trustee for the benefit of the Certificateholders those representations and warranties of the Mortgage Loan Seller contained in the Sale Agreement and described in Section 3.01 hereof and the benefit of the repurchase obligations of the Mortgage Loan Seller described in Sections 2.02 and 3.01 hereof and the obligations of the Mortgage Loan Seller contained in the Sale Agreement to take, at the request of the Company or the Trustee, all action on its part which is reasonably necessary to ensure the enforceability of a Mortgage Loan. Section 2.02. Acceptance by Trustee. Except as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges 38
EX-445th Page of 202TOC1stPreviousNextBottomJust 45th
receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents required to be included in such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and any other documents constituting a part of the Mortgage Files delivered to it in trust for the use and benefit of all present and future Certificateholders. The Company will cause the Mortgage Loan Seller to repurchase the Mortgage Loans sold by it to the Company to which an exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within ten Business Days of the Closing Date (or such other period as is agreed by the Company and the Trustee but not more than 60 days from the Closing Date). The Trustee agrees, for the benefit of Certificateholders, to review each Mortgage File delivered to it within 270 days after the Closing Date to ascertain that all documents required by Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in Exhibit A that have been conveyed to it. If the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any material respect, the Trustee shall promptly (and in any event within no more than five Business Days) after such finding so notify the Master Servicer, the Mortgage Loan Seller and the Company. In addition, the Trustee shall also notify the Master Servicer, the Company and the Mortgage Loan Seller, if (a) in examining the Mortgage Files, the documentation shows on its face (i) any adverse claim, lien or encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored, (iii) any evidence on the face of any Mortgage Note or Mortgage of any security interest or other right or interest therein, or (iv) any defense against or claim to the Mortgage Note by any party or (b) the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within 270 days of the Closing Date. The Trustee shall request that the Mortgage Loan Seller correct or cure such omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 3.05, within 60 days from the date the Mortgage Loan Seller was notified of such omission or defect and, if the Mortgage Loan Seller does not correct or cure such omission or defect within such period, that the Mortgage Loan Seller purchase such Mortgage Loan from the Trustee within 90 days from the date the Trustee notified the Mortgage Loan Seller of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the Master Servicer and deposited by the Master Servicer in the Certificate Account promptly upon receipt, and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall promptly release to the Mortgage Loan Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be necessary to vest in the Mortgage Loan Seller or its designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Mortgage Loan Seller to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of Certificateholders. The Trustee shall be under no duty or obligation to inspect, review and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable or 39
EX-446th Page of 202TOC1stPreviousNextBottomJust 46th
appropriate to the represented purpose, or that they have actually been recorded, or that they are other than what they purport to be on their face. The Trustee shall keep confidential the name of each Mortgagor and shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan. Within 270 days of the Closing Date, the Trustee shall deliver to the Company and the Master Servicer the Trustee's Certification, substantially in the form of Exhibit E attached hereto, setting forth the status of the Mortgage Files as of such date. Section 2.03. Trust Fund; Authentication of Certificates. The Trustee acknowledges and accepts the assignment to it of the Trust Fund created pursuant to this Agreement in trust for the use and benefit of all present and future Certificateholders. The Trustee acknowledges the assignment to it for the benefit of the Trust Fund of the Mortgage Loans and has caused to be authenticated and delivered to or upon the order of the Company, in exchange for the Mortgage Loans, Certificates duly authenticated by the Trustee in authorized denominations evidencing ownership of the entire Trust Fund. Section 2.04. REMIC Election. (a) The Company hereby instructs and authorizes the Trustee to make an appropriate election to treat each of the Subsidiary REMIC and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates, the Class M Certificates, the Class B Certificates and the Chase Interest, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the startup day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the startup day. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1, Class IA-2 and Class IA-3 Certificates shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IA-4, Class IIA-1, Class M, Class B-1, Class B- 2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class IA-P Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to the Class IIA-P Certificates shall be considered to have been made solely from the Fourth Subsidiary Regular Interest. All payments with respect to the 40
EX-447th Page of 202TOC1stPreviousNextBottomJust 47th
Chase Interest shall be considered to have been made solely from the Fifth Subsidiary Regular Interest. The principal amount of the regular interests in the Master REMIC is equal to the sum of the Original Class A Principal Balance, the Original Class M Principal Balance and the Original Class B Principal Balance. The original principal balance of the First Subsidiary Regular Interest is equal to the aggregate principal balances of the Class IA-1, Class IA-2 and Class IA-3 Certificates. The original principal balance of the Second Subsidiary Regular Interest is equal to the principal balance of the Class IA-4, Class IIA-1, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates. The original principal balance of the Third Subsidiary Regular Interest is equal to the principal balance of the Class IA-P Certificates. The original principal balance of the Fourth Subsidiary Regular Interest is equal to the principal balance of the Class IIA-P Certificates. The original balance of the Fifth Subsidiary Regular Interest is zero. The interest rate on the First Subsidiary Regular Interest and the Second Subsidiary Regular Interest is 7.250%. The interest rate on the Third Subsidiary Regular Interest and the Fourth Subsidiary Regular Interest is 0.000%. The interest rate on the Fifth Subsidiary Interest is equal to the aggregate of the Net Mortgage Rates borne by the Mortgage Loans over 7.250%. (c) The assets of the Subsidiary REMIC shall consist of the pool of assets consisting of the Trust Fund. The assets of the Master REMIC shall consist of the pool of assets consisting of the Subsidiary Regular Interests and all payments or principal or interest on or with respect to the Subsidiary Regular Interests after the Cut-off Date. (d) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the "latest possible maturity date" of any regular interest in either REMIC Pool is December 25, 2025, which is the Remittance Date immediately following the latest scheduled maturity of any Mortgage Loan. [End of Article II] ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MASTER SERVICER; REPURCHASE OF MORTGAGE LOANS Section 3.01. Representations and Warranties of the Company with respect to the Mortgage Loans. The Company hereby represents and warrants to the Trustee that on the Closing Date it has entered into the Sale Agreement with respect to the Mortgage Loans with Chase as Mortgage Loan Seller, that the Mortgage Loan Seller has made the following representations and warranties in such Sale Agreement as of the Closing Date, which representations and warranties run to and are for the benefit of the Company and the Trustee, and as to which the Company has assigned to the Trustee, pursuant to Section 2.01 hereof, the right 41
EX-448th Page of 202TOC1stPreviousNextBottomJust 48th
to cause the Mortgage Loan Seller to repurchase a Mortgage Loan as to which there has occurred an uncured breach of representations and warranties in accordance with the provisions of the Sale Agreement. References in this Section to percentages of Mortgage Loans refer in each case to the percentage of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, based on the outstanding balances of the Mortgage Loans as of the Cut-off Date, and giving effect to scheduled Monthly Payments due on or prior to the Cut-off Date, whether or not received. References to percentages of Mortgaged Properties refer, in each case, to the percentages of expected aggregate principal balances of the related Mortgage Loans (determined as described in the preceding sentence). (a) With respect to the Mortgage Loan Seller: (i) The Mortgage Loan Seller is a banking corporation validly existing and in good standing under the laws of the State of New York; (ii) The Mortgage Loan Seller has the full power and authority to hold each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by the Sale Agreement and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of the Sale Agreement, has duly executed and delivered the Sale Agreement, and the Sale Agreement and each Assignment of Mortgage to the Company constitutes a legal, valid and binding obligation of the Mortgage Loan Seller, enforceable against it in accordance with its terms; (iii) None of the execution and delivery of the Sale Agreement, the acquisition of the Mortgage Loans by the Mortgage Loan Seller, the sale of the Mortgage Loans to the Company, the consummation of the transactions contemplated thereby or the fulfillment of or compliance with the terms and conditions of the Sale Agreement will conflict with any of the terms, conditions or provisions of the Mortgage Loan Seller's charter or by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Mortgage Loan Seller is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which the Mortgage Loan Seller or its property is subject; (iv) Each Mortgage Note, each Mortgage, each Assignment of Mortgage and any other documents required pursuant to the Sale Agreement to be delivered to the Company or its assignee for each Mortgage Loan have been, on or before the Closing Date, delivered to the Company or its assignee, except for such documents as are noted in the Exception Report; 42
EX-449th Page of 202TOC1stPreviousNextBottomJust 49th
(v) There is no litigation pending or threatened with respect to the Mortgage Loan Seller which is reasonably likely to have a material adverse effect on the sale of the Mortgage Loans or which is reasonably likely to have a material adverse effect on the financial condition of the Mortgage Loan Seller; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Mortgage Loan Seller of or compliance by the Mortgage Loan Seller with the Sale Agreement, the sale of the Mortgage Loans or the consummation of the transactions contemplated by the Sale Agreement except for consents, approvals, authorizations and orders which have been obtained; (vii) The consummation of the transactions contemplated by the Sale Agreement is in the ordinary course of business of the Mortgage Loan Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Mortgage Loan Seller pursuant to the Sale Agreement are not subject to bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; (viii) The origination and collection practices used by the Mortgage Loan Seller with respect to each Mortgage Note and Mortgage have been in all material respects legal, proper and prudent in the mortgage origination and servicing business. With respect to escrow deposits and payments that the Mortgage Loan Seller collects, all such payments are in the possession of, or under the control of, the Mortgage Loan Seller, and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or the related Mortgage Note; and (ix) The Mortgage Loan Seller will treat the sale of the Mortgage Loans to the Company as a sale for reporting and accounting purposes and, to the extent appropriate, for federal income tax purposes. (b) With respect to each Mortgage Loan: (i) With respect to a Mortgage Loan which is not a Co-op Loan, the Mortgage creates a first lien or a first priority ownership interest in an estate in fee simple in real property securing the related Mortgage Note. With respect to a Coop Loan, the Mortgage creates a first perfected security interest in the stock in the residential cooperative housing corporation and the Co-op Lease which were pledged to secure such Co-op Loan. The information set forth in the Mortgage Loan Schedule is true and correct in all material respects; 43
EX-450th Page of 202TOC1stPreviousNextBottomJust 50th
(ii) All payments due prior to the Cut-off Date for such Mortgage Loan have been made as of the Closing Date, the Mortgage Loan is not delinquent in payment more than 30 days and has not been dishonored; there are no material defaults under the terms of the Mortgage Loan; and the Mortgage Loan Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; and there has been no more than one delinquency in excess of 30 days in any payment by the Mortgagor thereunder during the preceding twelve-month period; (iii) To the best of the Mortgage Loan Seller's knowledge, there are no delinquent taxes which are due and payable or other outstanding charges affecting the related Mortgaged Property which would permit a taxing authority to initiate foreclosure proceedings against the Mortgaged Property; (iv) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments. No Mortgagor has been released, in whole or in part, from the terms thereof except in connection with an assumption agreement and which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule; (v) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and, no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (vi) All buildings upon the Mortgaged Property are insured by a generally acceptable insurer pursuant to Standard Hazard Policies conforming to the requirements of Section 5.16 hereof. To the best of the Mortgage Loan Seller's knowledge, all such Standard Hazard Policies are in effect and on the date of origination contained a standard mortgagee clause naming the Mortgage Loan Seller and its successors in interest as loss payee and such clause is still in effect and all premiums due thereon have been paid. If the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency as having special flood hazards under the National Flood Insurance Act of 1968, as amended, as of the date of origination, such Mortgaged Property was covered by flood insurance in an amount not less than that set forth in Section 5.16. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes 44
EX-451st Page of 202TOC1stPreviousNextBottomJust 51st
the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor; (vii) To the best of the Mortgage Loan Seller's knowledge, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage Loan have been complied with in all material respects; (viii) The Mortgage has not been satisfied as of the Cut-off Date, canceled or subordinated, in whole, or rescinded, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission; (ix) With respect to a Mortgage Loan which is not a Co-op Loan, the Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged Property, including all buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing the Mortgage Note's original principal balance. The Mortgage and the Mortgage Note do not contain any evidence of any security interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan, or (B) which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal, and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security interest on the property described therein; (x) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its terms subject to bankruptcy, insolvency and other laws of general application affecting the rights of creditors and the Mortgage Loan Seller has taken all action necessary to transfer such rights 45
EX-452nd Page of 202TOC1stPreviousNextBottomJust 52nd
of enforceability to the Company or the Trustee. All parties to the Mortgage Note and the Mortgage had the legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage have been duly and properly executed by such parties. The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with; (xi) Immediately prior to the transfer and assignment to the Company, the Mortgage Note and the Mortgage were not subject to an assignment or pledge, and the Mortgage Loan Seller had good and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Company free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest; (xii) With respect to a Mortgage Loan which is not a Co-op Loan, the Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy or insurance, issued by a title insurer qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (x)(1), (2) and (3) above) the Mortgage Loan Seller, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan. The Mortgage Loan Seller is the sole insured of such lender's title insurance policy, such title insurance policy has been duly and validly endorsed to the Trustee or the assignment to the Trustee of the Mortgage Loan Seller's interest therein does not require the consent of or notification to the insurer and such lender's title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the related Mortgage has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy; (xiii) To the best of the Mortgage Loan Seller's knowledge, there is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event permitting acceleration; and neither the Mortgage Loan Seller nor any prior mortgagee has waived any default, breach, violation or event permitting acceleration; (xiv) There are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are or may be liens prior to or equal to the lien of the related Mortgage; 46
EX-453rd Page of 202TOC1stPreviousNextBottomJust 53rd
(xv) With respect to a Mortgage Loan which is not a Co-op Loan, all improvements subject to the Mortgage lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit) and no improvements on adjoining properties encroach upon the Mortgaged Property except those which are insured against by the title insurance policy referred to in clause (xiii) above and all improvements on the property comply with all applicable zoning and subdivision laws and ordinances; (xvi) The Mortgage Loan complied in all material respects with all the terms, conditions and requirements of the Mortgage Loan Seller's underwriting standards in effect at the time of origination of such Mortgage Loan. The Mortgage Notes and Mortgages are on forms generally acceptable in the industry. The Mortgage Loan bears interest at a fixed rate as set forth in the Mortgage Loan Schedule, and Monthly Payments under the Mortgage Note are due and payable on the first day of each month. The Mortgage contains the usual and enforceable provisions of the Mortgage Loan Seller at the time of origination for the acceleration of the payment of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the mortgagee thereunder; (xvii) The Mortgaged Property at origination of the Mortgage Loan was, and to the best of the Mortgage Loan Seller's knowledge currently is, free of material damage and waste and at origination of the Mortgage Loan there was, and there currently is, no proceeding pending for the total or partial condemnation thereof; (xviii) The related Mortgage contains enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage; (xix) If the Mortgage constitutes a deed of trust, a trustee, duly qualified if required under applicable law to act as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Trustee to the trustee under the deed of trust, except in connection with a trustee's sale or attempted sale after default by the Mortgagor; (xx) The Mortgage File contains an appraisal of the related Mortgaged Property signed by a qualified appraiser, approved by the Mortgage Loan Seller, who had no interest, direct or indirect, in the Mortgaged Property or in any loan 47
EX-454th Page of 202TOC1stPreviousNextBottomJust 54th
made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. The appraisal is in a form generally acceptable in the industry; (xxi) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (A) in substantial compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (B) (1) organized under the laws of such state, or (2) qualified to do business in such state, or (3) federal savings and loan associations or national banks or a Federal Home Loan Bank having principal offices in such state, or (4) not doing business in such state; (xxii) The related Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to above and such collateral does not serve as security for any other obligation; (xxiii) The Mortgage Loan does not contain "buydown" or "graduated payment" features that are currently in effect; (xxiv) To the best of the Mortgage Loan Seller's knowledge, the Mortgagor is not insolvent or in bankruptcy and the Mortgage Loan Seller has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan; and (xxv) With respect to a Mortgage Loan that is a Co-op Loan, the stock that is pledged as security for the Mortgage Loan is held by a person as a tenant-stockholder (as defined in Section 216 of the Code) in a cooperative housing corporation (as defined in Section 216 of the Code). (c) With respect to the Mortgage Loans: (i) The Mortgage Loans in Mortgage Group One were originated between January, 1991 and October, 1995. All of the Mortgage Loans had original terms to stated maturity of approximately 30 years or less. The Mortgage Loans in Mortgage Group One had remaining terms to stated maturity calculated as of the Cut-off Date of between 200 months and 351 months and a weighted average term to stated maturity of approximately 320 months; 48
EX-455th Page of 202TOC1stPreviousNextBottomJust 55th
(ii) Approximately 41.28% of the Mortgaged Properties related to Mortgage Loans in Mortgage Group One related to Mortgage Loans are located in New York. The remainder are located in Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Idaho, Illinois, Indiana, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Missouri, North Carolina, New Jersey, Nevada, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, Washington and Wisconsin. No more than approximately 1.87% of such Mortgaged Properties are located in any one zip code area; (iii) The Mortgage Rates borne by the Mortgage Loans in Mortgage Group One as of the Cut-off Date ranged from 6.750% per annum to 10.00% per annum and the weighted average Mortgage Rate on the Mortgage Loans in Mortgage Group One as of the Cut-off Date was approximately 8.204% per annum; (iv) The original principal balances of the Mortgage Loans in Mortgage Group One ranged from $207,860 to $1,300,000. The maximum outstanding principal balance of any Mortgage Loan in Mortgage Group One as of the Cut-off Date was approximately $1,251,278 and the average outstanding principal balance on the Mortgage Loans in Mortgage Group One was approximately $310,107; (v) As of the Cut-off Date, approximately 52.20% of the Mortgage Loans in Mortgage Group One were made to refinance the related Mortgaged Properties (including approximately 11.21% "cash-out" refinancing). As of the Cut-off Date, approximately 47.80% of the Mortgage Loans in Mortgage Group One were made to purchase the related Mortgaged Properties. Approximately 83.80% of the Mortgage Loans in Mortgage Group One measured by aggregate unpaid Principal Balances are secured by a single family residence; approximately 8.86% of the Mortgage Loans in Mortgage Group One (similarly measured) are secured by an individual condominium unit; approximately 4.81% of the Mortgage Loans in Mortgage Group One (similarly measured) are secured by a two-to four-family dwelling unit; approximately 0.20% of the Mortgage Loans in Mortgage Group One are secured by a unit in a planned unit development; and no such residence is a mobile home or manufactured dwelling. Approximately 2.33% of the Mortgage Loans in Mortgage Group One are Co-op Loans. (vi) With respect to approximately 29.99% of the Mortgage Loans in Mortgage Group One, upon origination, the Loan-to-Value Ratio was less than or equal to 70%; with respect to approximately 52.90% of the Mortgage Loans in Mortgage Group One, the Loan-to-Value Ratio was greater than 70% but not greater than 80%; with respect to approximately 2.28% of the Mortgage Loans in Mortgage Group One, the Loan-to-Value Ratio was greater than 80% but not greater than 85%; with respect to approximately 13.27% of the Mortgage Loans in 49
EX-456th Page of 202TOC1stPreviousNextBottomJust 56th
Mortgage Group One, the Loan-to-Value Ratio was greater than 85% but not greater than 90%; with respect to approximately 1.56% of the Mortgage Loans in Mortgage Group One, the Loan-to-Value Ratio was greater than 90% but not greater than 95%; and none of the Mortgage Loans in Mortgage Group One had a Loan-to-Value Ratio greater than 95%. Approximately 16.96% of the Mortgage Loans in Mortgage Group One are insured under Primary Insurance Policies; (vii) With respect to approximately 96.41% of the Mortgage Loans in Mortgage Group One, measured by aggregate unpaid Principal Balance as of the Cut-off Date, at the time that the Mortgage Loan was made, the related Mortgagor represented that the Mortgagor would occupy the Mortgaged Property as Mortgagor's primary residence. With respect to 3.17% and 0.42% of the Mortgage Loans in Mortgage Group One (similarly measured) at the time that the Mortgage Loan was made, the related Mortgagor represented that the Mortgaged Property was a second home or "investor property", respectively. To the best of the Mortgage Loan Seller's knowledge, each Mortgaged Property is lawfully occupied under applicable law; (viii) The Mortgage Loans in Mortgage Group Two were originated between March, 1991 and December, 1994. All of the Mortgage Loans had original terms to stated maturity of approximately 15 years or less. The Mortgage Loans in Mortgage Group Two had remaining terms to stated maturity calculated as of the Cut-off Date of between 81 months and 161 months and a weighted average term to stated maturity of approximately 140 months; (ix) Approximately 43.04% of the Mortgaged Properties related to Mortgage Loans in Mortgage Group Two related to Mortgage Loans are located in New York. The remainder are located in Arkansas, Arizona, California, Connecticut, Delaware, Florida, Illinois, Louisiana, Maryland, Michigan, Missouri, New Jersey, Nevada, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas, Utah and Virginia. No more than approximately 4.23% of such Mortgaged Properties are located in any one zip code area; (x) The Mortgage Rates borne by the Mortgage Loans in Mortgage Group Two as of the Cut-off Date ranged from 6.625% per annum to 9.750% per annum and the weighted average Mortgage Rate on the Mortgage Loans in Mortgage Group Two as of the Cut-off Date was approximately 7.868% per annum; (xi) The original principal balances of the Mortgage Loans in Mortgage Group Two ranged from $210,000 to $1,100,000. The maximum outstanding principal balance of any Mortgage Loan in Mortgage Group Two as of the Cut-off Date was approximately $1,042,047 and the average outstanding principal balance on the Mortgage Loans in Mortgage Group Two was approximately $304,513; 50
EX-457th Page of 202TOC1stPreviousNextBottomJust 57th
(xii) As of the Cut-off Date, approximately 74.78% of the Mortgage Loans in Mortgage Group Two were made to refinance the related Mortgaged Properties (including approximately 18.37% "cash-out" refinancing). As of the Cut-off Date, approximately 25.23% of the Mortgage Loans in Mortgage Group Two were made to purchase the related Mortgaged Properties. Approximately 88.47% of the Mortgage Loans in Mortgage Group Two measured by aggregate unpaid Principal Balances are secured by a single family residence; approximately 3.28% of the Mortgage Loans in Mortgage Group Two (similarly measured) are secured by an individual condominium unit; approximately 5.07% of the Mortgage Loans in Mortgage Group Two (similarly measured) are secured by a two-to four-family dwelling unit; approximately 0.76% of the Mortgage Loans in Mortgage Group Two are secured by a unit in a planned unit development; and no such residence is a mobile home or manufactured dwelling. Approximately 2.41% of the Mortgage Loans in Mortgage Group Two are Co-op Loans. (xiii) With respect to approximately 46.62% of the Mortgage Loans in Mortgage Group Two, upon origination, the Loan-to-Value Ratio was less than or equal to 70%; with respect to approximately 52.74% of the Mortgage Loans in Mortgage Group Two, the Loan-to-Value Ratio was greater than 70% but not greater than 80%; with respect to none of the Mortgage Loans in Mortgage Group Two, the Loan-to-Value Ratio was greater than 80% but not greater than 85%; with respect to approximately 0.64% of the Mortgage Loans in Mortgage Group Two, the Loan-to-Value Ratio was greater than 85% but not greater than 90%; and none of the Mortgage Loans in Mortgage Group Two had a Loan-to-Value Ratio greater than 90%. Approximately 0.64% of the Mortgage Loans in Mortgage Group Two are insured under Primary Insurance Policies; (xiv) With respect to approximately 94.87% of the Mortgage Loans in Mortgage Group Two, measured by aggregate unpaid Principal Balance as of the Cut-off Date, at the time that the Mortgage Loan was made, the related Mortgagor represented that the Mortgagor would occupy the Mortgaged Property as Mortgagor's primary residence. With respect to 5.13% of the Mortgage Loans in Mortgage Group Two (similarly measured) at the time that the Mortgage Loan was made, the related Mortgagor represented that the Mortgaged Property was a second home. To the best of the Mortgage Loan Seller's knowledge, each Mortgaged Property is lawfully occupied under applicable law; (xv) All of the Mortgage Loans provide for scheduled monthly installments due on the first day of each month, with interest payable in arrears, in an amount sufficient to fully amortize the original principal balance thereof over its term to stated maturity; (xvi) The Mortgage Loans were originated in the manner described in the Prospectus Supplement dated August 23, 1996. 51
EX-458th Page of 202TOC1stPreviousNextBottomJust 58th
The Sale Agreement provides that the representations and warranties described in this Section 3.01 shall survive the delivery of the respective Mortgage Files to the Trustee and shall be continuing as long as any Certificate shall be outstanding or this Agreement has not been terminated. Upon discovery by any of the Company, the Master Servicer or the Trustee of a breach of any of the foregoing representations and warranties, irrespective of any limitation in such representation or warranty regarding the knowledge of the Mortgage Loan Seller, which materially and adversely affects the value of a Mortgage Loan or the interest of the Certificateholders (or which materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other parties and to the Mortgage Loan Seller, which notice shall specify the date of discovery. The Master Servicer shall in any event notify the Mortgage Loan Seller of such breach, which notice shall also specify the date of discovery. Pursuant to the Sale Agreement, the Mortgage Loan Seller shall within 90 days from the earlier of (i) the date specified in the notice as the date of discovery of such breach or (ii) the date the Mortgage Loan Seller otherwise discovers such breach, cure such breach, substitute a Mortgage Loan pursuant to the provisions of Section 3.05 or, if the breach relates to a particular Mortgage Loan, purchase such Mortgage Loan from the Trustee at the Purchase Price or, if the breach relates to a representation or warranty regarding the Mortgage Loans as a whole, repurchase Mortgage Loans selected by the Company such that the representations and warranties with respect to the Mortgage Loans are materially correct (without using any selection procedures to identify Mortgage Loans to remain in the Trust Fund as being less valuable than the Mortgage Loans to be repurchased, but, in the case of a repurchase of any obligation pursuant to a breach of a representation or warranty in Section 3.01(c), using selection procedures to identify loans to be repurchased that will not give rise to the tax imposed by Section 860F(a)(1) of the Code either because no net income would be recognized or because, as set forth in an Opinion of Counsel, which shall not be an expense of the Trust Fund, delivered by the Mortgage Loan Seller to the Master Servicer, the transaction is not a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code). The Purchase Price for the purchased Mortgage Loan shall be paid to the Master Servicer and shall be deposited by the Master Servicer in the Certificate Account promptly upon receipt and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall promptly release to the Mortgage Loan Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment as may be provided to it by the Master Servicer, without recourse, as shall be necessary to vest in the Mortgage Loan Seller or its designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Mortgage Loan Seller to cure, substitute or purchase any Mortgage Loan as to which such a breach has occurred shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. The Trustee shall notify each Rating Agency of any repurchase or substitution of a Mortgage Loan pursuant to this Section 3.01. 52
EX-459th Page of 202TOC1stPreviousNextBottomJust 59th
Section 3.02. [Reserved] Section 3.03. [Reserved] Section 3.04. Representations and Warranties of the Master Servicer. The Master Servicer represents and warrants to, and covenants with, the Trustee that as of the Closing Date: (a) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey and is qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is not required under applicable law to effect such qualification, and in any event the Master Servicer is, or will be, in compliance with the laws of such State to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement; (b) The Master Servicer has the full power and authority to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms; (c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of the Master Servicer's charter or by-laws or any agreement or instrument to which the Master Servicer is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject; (d) There is no litigation pending or, to the Master Servicer's knowledge, threatened, which would materially and adversely affect the execution, delivery or enforceability of this Agreement, or the ability of the Master Servicer to service the Mortgage Loans hereunder in accordance with the terms hereof; and (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.04 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminated. 53
EX-460th Page of 202TOC1stPreviousNextBottomJust 60th
Section 3.05. Option to Substitute. If the Mortgage Loan Seller is required to repurchase any Mortgage Loan pursuant to Section 2.02 or 3.01, the Mortgage Loan Seller may, at its option, within two years from the Closing Date (or, in any case to which Section 3.01(c) applies, within three months from the Closing Date), remove such defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan shall (a) have a Principal Balance at the time of substitution not in excess of the Principal Balance of the defective Mortgage Loan (the amount of any difference, plus one month's interest thereon at the Mortgage Rate borne by the defective Mortgage Loan, being paid by the Mortgage Loan Seller and deemed to be a Principal Prepayment to be credited to or deposited by the Master Servicer in the Certificate Account), (b) have a Mortgage Rate not less than, and not more than one percentage point greater than, the Mortgage Rate of the removed Mortgage Loan (provided, however, that if the Mortgage Rate on the substitute Mortgage Loan exceeds the Mortgage Rate on the removed Mortgage Loan, the amount of that excess interest (the "Substitute Excess Interest") shall be payable to the Residual Interest), (c) have a remaining term to stated maturity not later than, and not more than one year less than, the remaining term to stated maturity of the removed Mortgage Loan, (d) be, in the reasonable determination of the Master Servicer, of the same type, quality and character (including location of the Mortgaged Property) as the removed Mortgage Loan as if the breach had not occurred, (e) have a Loan-to-Value Ratio at origination no greater than that of the removed Mortgage Loan and (f) be, in the reasonable determination of the Master Servicer, in material compliance with the representations and warranties contained in the Sale Agreement and described in Section 3.01 as the case may be, as of the date of substitution. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the withdrawal of the removed Mortgage Loan from this Agreement and the substitution of such substitute Mortgage Loan therefor. The Sale Agreement provides that upon such amendment the Mortgage Loan Seller shall be deemed to have made as to such substitute Mortgage Loan the representations and warranties set forth in Section 3.01 as of the date of such substitution, which shall be continuing as long as any Certificate shall be outstanding or this Agreement has not been terminated, and the remedies for breach of any such representation or warranty shall be as set forth in Section 3.01. Upon such amendment, the Trustee shall review the Mortgage File delivered to it relating to the substitute Mortgage Loan, within the time and in the manner and with the remedies specified in Section 2.02, except that for purposes of this Section 3.05 (other than the two-year and three-month periods specified in the first sentence of this Section ), such time shall be measured from the date of the applicable substitution. In the event of such a substitution, accrued interest on the substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month shall be the property of the Trust Fund and accrued interest for such month on the Mortgage Loan for which the substitution is made and any Principal Prepayments made thereon during such month shall be the property of the Mortgage Loan Seller. The principal payment on a substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Mortgage Loan Seller and the principal payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Trust Fund. 54
EX-461st Page of 202TOC1stPreviousNextBottomJust 61st
[End of Article III] ARTICLE IV THE CERTIFICATES Section 4.01. The Certificates. (a) The Class A, Class M, Class B and Class R Certificates shall be substantially in the forms thereof included within Exhibits C and D and shall, on original issue, be executed by the Company and authenticated by the Trustee upon receipt by the Trustee of the documents specified in Section 2.01, delivered to or upon the order of the Company. (b) The Depository, the Company and the Trustee have entered into a Depository Agreement dated as of August 27, 1996 (the "Depository Agreement"). Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository, Depository Participants and Indirect Participants as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of such Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to Indirect Participants and persons shown on the books of such Indirect Participants as direct or indirect Certificate Owners. The Depository Agreement provides that the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (c) If (i)(A) the Company advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Company are unable after exercise of their reasonable best efforts to locate a qualified successor or (ii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of definitive, fully registered Certificates (the "Definitive Certificates") to Certificate Owners 55
EX-462nd Page of 202TOC1stPreviousNextBottomJust 62nd
requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository for registration and receipt by the Trustee of an adequate supply of certificates from the Company, the Trustee shall issue the Definitive Certificates. Neither the Company, the Master Servicer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) The Certificates shall be issuable in the minimum original dollar denominations (and integral multiples of $1,000 in excess of such amount) and aggregate original dollar denominations per Class as set forth in the following table (except that one Certificate of each Class may be issued in a different denomination). 56
EX-463rd Page of 202TOC1stPreviousNextBottomJust 63rd
[Download Table] Aggregate Original Certificate Minimum Principal Balance of all Original Certificates of the CUSIP Class Denomination Indicated Class Number ----- ------------ --------------- ------ IA-1 $ 1,000 $114,282,033.00 619087 BM0 IA-2 $100,000 (1) 619087 BN8 IA-3 $ 1,000 $ 27,585,318.00 619087 BP3 IA-4 $ 1,000 $ 15,763,039.00 619087 BQ1 IA-P $ 1,000 $ 490,762.00 619087 BR9 IIA-1 $ 1,000 $ 36,521,592.00 619087 BS7 IIA-P $ 1,000 $ 501,860.00 619087 CB3 M $ 1,000 $ 4,658,626.00 619087 BU2 B-1 $ 1,000 $ 2,070,499.00 619087 BV0 B-2 $ 1,000 $ 1,552,875.00 619087 BW8 B-3 $100,000 $ 1,759,925.00 619087 BX6 B-4 $100,000 $ 931,725.00 619087 BY4 B-5 $100,000 $ 931,727.19 619087 BZ1 R(2) (2) (2) N/A --------------- (1) The Class IA-2 Certificates have no principal balance, but are issuable in minimum denominations of $100,000 of the Class IA-2 Notional Amount (initially $114,282,033.00), except one Class IA-2 Certificate may be issued in any denomination greater than $100,000. (2) The Class R Certificate represents the Master Residual Interest and the Subsidiary Residual Interest and has no stated principal amount. The Certificates shall be signed by manual or facsimile signature on behalf of the Company by its President or one of its Vice Presidents. Certificates bearing the manual or facsimile signatures of individuals who were at the time of signature proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a 57
EX-464th Page of 202TOC1stPreviousNextBottomJust 64th
manual authentication by a Responsible Officer of the Trustee and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Section 4.02. Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at its Corporate Trust Office, or at the office of its designated agent, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the Chase Interest and of transfers and exchanges of Certificates and the Chase Interest as herein provided. The Trustee will notify the Paying Agent within five Business Days after each Record Date of any transfer of Certificates or the Chase Interest on or prior to such Record Date. (b) Upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee maintained for such purpose, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, a Certificate of a like Class and aggregate Percentage Interest and dated the date of authentication by the Trustee. (c) No transfer of a Class B-3, Class B-4 or Class B-5 Certificate or the Chase Interest shall be made unless such transfer is made pursuant to an effective registration statement or otherwise in accordance with the requirements under the Securities Act of 1933, as amended. If such a transfer is to be made in reliance upon an exemption from said Act, (i) the Trustee or the Company shall require (except with respect to the initial transfer of a Class B-3, Class B-4 or Class B-5 Certificate from Donaldson, Lufkin & Jenrette Securities Corporation and except if the transferee executes a certificate substantially in the form of Exhibit J-1 hereto) a written opinion of independent counsel acceptable to and in form and substance satisfactory to the Trustee and the Company that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Trust Fund, the Trustee, the Company or the Master Servicer, and (ii) the Trustee shall require the transferee to execute a certification substantially in the form of Exhibit J or Exhibit J-1. The Trustee shall notify each Rating Agency upon any transfer of a Class B Certificate. (d) No transfer of a Subordinated Certificate or the Chase Interest shall be made to any employee benefit plan subject to Section 406 of ERISA, nor a person acting on behalf of such plan or using the assets of such plan. No transfer of a Subordinated Certificate or the Chase Interest shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate or interest, acceptable to and in form and substance satisfactory to the Trustee and the Company (or in the case of a Class M, Class B-1 or Class B-2 Certificate, a representation letter, substantially in the form of Exhibit K hereto), to the effect that (A) such transferee is not an employee benefit plan subject to Section 406 of ERISA, nor a person acting on behalf of any such plan or using the assets of such plan, or, alternatively, in the case of an insurance company, the assets of any separate accounts to effect such acquisition, or 58
EX-465th Page of 202TOC1stPreviousNextBottomJust 65th
alternatively, (B) the source of funds for the purchase of such Certificate is an "insurance company general account" within the meaning of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), and the conditions set forth in Section I and III of PTCE 95-60 are satisfied with respect to the purchase and holding of such Certificate, which representation letter shall not be an expense of the Trustee, the Company or the Master Servicer, or (ii) in the case of a Subordinated Certificate or the Chase Interest presented for registration in the name of an employee benefit plan subject to ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments) or a trustee of any such plan or any other Person who is using the assets of any such plan to effect such acquisition, an Opinion of Counsel satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Subordinated Certificate or the Chase Interest will not result in the assets of the Trust Fund being deemed to be "plan assets" pursuant to the Department of Labor Plan Asset Regulations set forth in 29 C.F.R. Section 2510.3-101 and subject to the fiduciary responsibility provisions of ERISA or the prohibited transaction provisions of the Code, will not constitute or result in a prohibited transaction within the meaning of Section 406 or Section 407 of ERISA or Section 4975 of the Code, and will not subject the Trustee, the Company or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which opinion of counsel shall not be an expense of the Trustee, the Company or the Master Servicer. (e) At the option of a Certificateholder, a Certificate may be exchanged for another Certificate or Certificates of authorized denominations of a like Class, upon surrender of the Certificate to be exchanged at any office or agency of the Trustee maintained for such purpose. Whenever the Certificate is so surrendered for exchange, the Company shall execute and the Trustee shall authenticate and deliver, the Certificate which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing. (f) No service charge shall be made to the Holder for any transfer or exchange of a Certificate, but the Trustee may require payment by the Certificateholders of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of such Certificate. (g) All Certificates surrendered for transfer or exchange shall be destroyed by the Trustee in accordance with the Trustee's standard procedures. (h) At the option of the Holder of the Class R Certificate, the Subsidiary Residual Interest and the Master Residual Interest may be severed and represented by separate certificates; provided, however, that such separate certification may not occur until the Master Servicer receives an Opinion of Counsel (with a copy to the Trustee) to the effect that separate certification in the form and manner proposed would not result in the imposition of federal tax upon either REMIC Pool or cause either REMIC Pool to fail to qualify as a REMIC; and provided further, that the provisions of Sections 4.02(c), 4.02(d), 4.02(i) and 7.02(b) will apply to 59
EX-466th Page of 202TOC1stPreviousNextBottomJust 66th
each such separate certificate as if the separate certificate were a Class R Certificate. If, as evidenced by an Opinion of Counsel, it is necessary to preserve the REMIC status of either REMIC Pool, the Subsidiary Residual Interest and the Master Residual Interest shall be severed and represented by separate certificates. (i) A Disqualified Organization is prohibited from acquiring beneficial ownership of a Class R Certificate. Notwithstanding anything to the contrary contained herein, unless and until the Master Servicer shall have received an Opinion of Counsel, satisfactory in form and substance to the Master Servicer, to the effect that the absence of the conditions contained in this Section 4.02(i) would not result in the imposition of federal tax upon either REMIC Pool or cause either REMIC Pool to fail to qualify as a REMIC, no transfer, sale or other disposition of the Class R Certificate (including for purposes of this section any beneficial interest therein) may be made without the express written consent of the Master Servicer, which consent is to be granted in the sole discretion of the Master Servicer and a copy of which written consent shall be supplied to the Trustee. As a condition to the granting of the consent referred to in this Section 4.02(i), prior to the transfer, sale, pledge, hypothecation or other disposition of the Class R Certificate or any interest therein, the Master Servicer shall require that the proposed transferee deliver to the Master Servicer and the Trustee its taxpayer identification number and state, under penalties of perjury that such number is the social security number of the transferee or an affidavit under penalties of perjury stating that as of the date of such transfer such transferee is not and has no intention of becoming a Disqualified Organization, and, in either case, an affidavit stating (i) that such transferee is not acquiring such Class R Certificate as an agent, broker, nominee, or middleman for a Disqualified Organization, (ii) if the Residual Interest is a "non-economic residual interest" within the meaning of Treas. Reg. Section 1.860E-1(c)(2),(I) that no purpose of the acquisition of the Class R Certificate is to avoid or impede the assessment or collection of tax, (II) that such transferee has historically paid its debts as they came due and will continue to pay its debts as they come due and (III) that such transferee represents that it understands that, as the holder of the non-economic residual interest, the transferee may incur tax liabilities in excess of any cash flows generated by the interest and that the transferee intends to pay taxes associated with holding the residual interest and (iii) unless the Master Servicer consents to the transfer of the Class R Certificate to a Person who is not a U.S. Person, that it is a U.S. Person. The Master Servicer shall not grant the consent referred to in this Section 4.02(i) if it has actual knowledge that any statement made in the affidavit issued pursuant to the preceding sentence is not true. Notwithstanding any purported transfer, sale or other disposition of the Class R Certificate to a Disqualified Organization, such transfer, sale or other disposition shall be deemed to be of no legal force or effect whatsoever and such Disqualified Organization shall not be deemed to be a Class R Certificateholder for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. If any purported transfer shall be in violation of the provisions of this Section 4.02(i) then the prior holder of the Class R Certificate shall, upon discovery that the transfer of such Class R Certificate was not in fact permitted by this Section 4.02(i), be restored to all rights as a Holder thereof retroactive to the date of the purported transfer of such Class R Certificate. The Trustee and the Master Servicer shall be under no 60
EX-467th Page of 202TOC1stPreviousNextBottomJust 67th
liability to any Person for any registration or transfer of a Class R Certificate that is not permitted by this Section 4.02(i) or for making payments due on such Class R Certificate to the purported Holder thereof or taking any other action with respect to such purported Holder under the provisions of this Agreement so long as the transfer was not registered under the written certification of the Master Servicer as described in this Section 4.02(i). The prior Holder shall be entitled to recover from any purported Holder of a Class R Certificate that was in fact not a permitted purported transferee under this Section 4.02(i) at the time it became a purported Holder all payments made to such purported Holder on such Class R Certificate; provided that the Master Servicer shall not be responsible for such recovery. Each Class R Certificateholder, by the acceptance of the Class R Certificate, shall be deemed for all purposes to have consented to the provisions of this Section 4.02(i) and to any amendment to this Agreement deemed necessary by counsel of the Master Servicer to ensure that the Class R Certificate is not transferred to a Disqualified Organization and that any transfer of such Class R Certificate will not cause the imposition of a tax upon either REMIC Pool or cause either REMIC Pool to fail to qualify as a REMIC. The restrictions on transfer of the Class R Certificate will cease to apply and be void upon receipt by the Trustee of a certificate of the Master Servicer stating that the Master Servicer has received an Opinion of Counsel to the effect that such restrictions on transfer are no longer necessary to avoid the risk of material federal taxation to either REMIC Pool or prevent either REMIC Pool from qualifying as a REMIC. Section 4.03. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Trustee or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee such security or indemnity as may be required by it to save it harmless, then, in the absence of notice to the Trustee that such Certificate has been acquired by a bona fide purchaser, the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Class. Upon the issuance of any new Certificate under this Section , the Trustee may require of the Certificateholder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. Any replacement Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issued, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by law. Section 4.04. Persons Deemed Owners. Prior to due presentation of a Certificate of any Class for registration of transfer, the Company, the Master Servicer and the Trustee may treat the person in whose name any Certificate is registered on the Record Date as the owner of such Certificate and the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled on the relevant date as the Holder of such Certificate and the Percentage Interest represented by such Certificate for the purpose of receiving remittances pursuant to Section 6.01 and for all other purposes whatsoever, and neither the Company, the Master Servicer nor the Trustee shall be affected by notice to the contrary. 61
EX-468th Page of 202TOC1stPreviousNextBottomJust 68th
Section 4.05. Appointment of Paying Agent. The Trustee may appoint a Paying Agent hereunder, which Paying Agent shall not be the Company, any Mortgage Loan Seller, or an affiliate of the Company or any Mortgage Loan Seller unless such Paying Agent is the Corporate Trust Department of Chase. In the event of any such appointment, on the Business Day prior to each Remittance Date, the Master Servicer (or, if the Master Servicer's right to withdraw funds from the Certificate Account has been revoked by the Trustee pursuant to Section 5.09, the Trustee) shall deposit or cause to be deposited with the Paying Agent from funds on deposit in the Certificate Account a sum sufficient to make the payments to Certificateholders in the amounts and in the manner provided for in Section 6.01, such sum to be held in trust for the benefit of Certificateholders in a segregated account (the "Paying Agent Account") which shall be an Eligible Account in the name of "Citibank, N.A., as Trustee, in trust for and for the benefit of the Certificateholders of Multi-Class Mortgage Pass-Through Certificates, MorServ, Inc., Series 1996-2 - Paying Agent Account". The Master Servicer shall cause the Paying Agent to perform each of the obligations of the Paying Agent set forth herein and shall be liable to the Trustee and the Certificateholders for failure of the Paying Agent to perform such obligations. If the Paying Agent is a party other than the Trustee, the Trustee shall have no liability in connection with the performance or failure of performance of the Paying Agent. The Trustee designates the Corporate Trust Department of Chase as the initial Paying Agent. Only the Trustee may remove the Paying Agent, and may do so at will. The Trustee may withdraw funds from the Paying Agent Account, although it is recognized and understood that for purposes of administrative efficiency, in the ordinary course the Paying Agent and not the Trustee will make all withdrawals from the Paying Agent Account necessary to make payments to Certificateholders. It is recognized and understood that the Trustee and not the Master Servicer possesses the funds in the Paying Agent Account. If, on any Remittance Date, the Paying Agent fails to distribute to Certificateholders the amounts then on deposit in the Paying Agent Account for the purposes specified herein, the Trustee shall be obligated promptly upon its knowledge thereof to distribute such amounts to Certificateholders in the manner and in such amounts based upon information provided by the Master Servicer; provided that in no event shall the Trustee be obligated for purposes of this paragraph to distribute to Certificateholders any amounts other than those on deposit in the Paying Agent Account or expend any funds not reimbursable pursuant to Section 10.05 hereof, except as otherwise provided herein. Notwithstanding anything in this Agreement to the contrary, the Trustee shall be liable to the Master Servicer and the Certificateholders only for its negligence, in connection with the withdrawal of funds from the Paying Agent Account by the Trustee and the distribution of such funds by the Trustee to Certificateholders pursuant to this paragraph. The Master Servicer shall cause each Paying Agent other than the Trustee to execute and deliver to the Master Servicer and the Trustee on the Closing Date or, if subsequently appointed, on the date of appointment, a written instrument executed by an officer of the Paying Agent in which such Paying Agent shall agree with the Master Servicer and the Trustee that such Paying Agent will hold all sums held by it for the payment to Certificateholders in trust for the 62
EX-469th Page of 202TOC1stPreviousNextBottomJust 69th
benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. Section 4.06. Authenticating Agents. (a) The Trustee may appoint one or more Authenticating Agents (each, an "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating the Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be a corporation organized and doing business under the laws of the United States of America or of any state, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. (b) Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. (c) Any Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Company. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance within the provisions of this Section 4.06, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all Holders of Certificates. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 4.06. No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee. Any Authenticating Agent shall be entitled to reasonable compensation for its services and any such compensation shall be payable solely by the Trustee, without any right of reimbursement from the Company, the Master Servicer or the Trust Fund. [End of Article IV] 63
EX-470th Page of 202TOC1stPreviousNextBottomJust 70th
ARTICLE V ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 5.01. Master Servicer to Service Mortgage Loans. The Master Servicer shall service and administer the Mortgage Loans and shall have full power and authority, acting alone or through Sub-Servicers as provided in Section 5.02, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Sub-Servicer shall in each instance request the consent and authorization of the Trustee when the Master Servicer or the Sub-Servicer, as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties; provided, however, that except as otherwise set forth in this Agreement, the Master Servicer may allow a modification with respect to a Mortgage Loan if the Master Servicer would take such action in the ordinary course of its business if it were the owner of the Mortgage Loan; provided further, however, that the Master Servicer will not allow any of the following modifications: (i) an extension of the maturity of the related Mortgage Note, (ii) a change in the interest rate of the related Mortgage Note or (iii) an increase or decrease in the principal amount of the related Mortgage Note. The Master Servicer shall furnish to the Trustee for execution and redelivery to the Master Servicer or, at the request of the Master Servicer, a Sub-Servicer, such documents necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans and the Trustee shall not be responsible for the Master Servicer's application thereof. The Master Servicer agrees to remain eligible as either a FNMA or FHLMC seller/servicer, or both, for so long as it is Master Servicer. All Servicing Advances made by the Master Servicer in effecting the timely payment of taxes, insurance and assessments on the properties subject to the Mortgage Loans shall not, for the purpose of calculating monthly distributions to Certificateholders, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit, and such Servicing Advances shall be recoverable by the Master Servicer to the extent permitted by Sections 5.09 and 5.23. Section 5.02. Sub-Servicing Agreements Between Master Servicer and Sub-Servicers; Enforcement of Sub-Servicer's Obligations. (a) The Master Servicer may enter into Sub-Servicing Agreements with Sub-Servicers for the servicing and administration of all or part of the Mortgage Loans. References in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer. Each Sub-Servicing Agreement will be upon such terms and conditions as are not inconsistent with this Agreement and as the Master Servicer and the Sub-Servicer have agreed. The Master Servicer shall notify the Trustee in writing promptly upon the appointment of any Sub-Servicer. For purposes of this Agreement, the receipt by the Sub-Servicer of any amount with respect to a Mortgage Loan (other than amounts representing 64
EX-471st Page of 202TOC1stPreviousNextBottomJust 71st
servicing compensation or reimbursement for an advance) shall be treated as the receipt by the Master Servicer of such amount. The Sub-Servicer shall deposit all such funds in an Eligible Account. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements as appropriate, and the pursuit of other remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. Section 5.03. Successor Sub-Servicers. The Master Servicer shall be entitled to terminate any Sub-Servicing Agreement that may exist in accordance with the terms and conditions of such Sub-Servicing Agreement and without any limitation by virtue of this Agreement. Section 5.04. Liability of the Master Servicer. Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Sub-Servicer or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer or the Mortgage Loan Seller and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Master Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Section 5.05. No Contractual Relationship Between Sub-Servicer and Trustee or Certificateholders. Any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Mortgage Loans involving a Sub-Servicer in its capacity as such and not as an originator shall be deemed to be between the Sub-Servicer and the Master Servicer alone and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer. Section 5.06. Termination of Sub-Servicing Agreement. If the Master Servicer shall for any reason no longer be the master servicer hereunder (including by reason of any Event of Default), the Master Servicer shall thereupon terminate each Sub-Servicing Agreement that 65
EX-472nd Page of 202TOC1stPreviousNextBottomJust 72nd
may have been entered into and the Trustee, its designee or the successor servicer and the Trustee shall not be deemed to have assumed any of the Master Servicer's interest therein or to have replaced the Master Servicer as a party to any such Sub-Servicing Agreement. Section 5.07. Collection of Mortgage Loan Payments. Continuously from the date hereof until the principal and interest on all Mortgage Loans are paid in full, the Master Servicer will proceed diligently to collect all payments due under each of the Mortgage Loans when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as it follows with respect to conventional mortgage loans held in its own portfolio. Any such arrangements shall not diminish or otherwise affect the Master Servicer's obligation to make Advances pursuant to Section 6.03. Section 5.08. Establishment of Certificate Account; Deposit in Certificate Account. With respect to all of the Mortgage Loans, the Master Servicer shall segregate and hold all funds collected and received pursuant to a Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Certificate Accounts for the benefit of the Certificateholders (collectively, the "Certificate Account") which are Eligible Accounts, in the form of a trust account, in the name of "Citibank, N.A., as Trustee, in trust for and for the benefit of the Certificateholders of Multi-Class Mortgage Pass-Through Certificates, MorServ, Inc., Series 1996-2 - Certificate Account." Such Certificate Account shall be established with a commercial bank, a savings bank or a savings and loan association. The Master Servicer may invest, or cause the institution maintaining the Certificate Account to invest, moneys in the Certificate Account in Eligible Investments, which shall mature not later than the Business Day next preceding the Remittance Date next following the date of such investment (except that if such Eligible Investment is an obligation of the institution that maintains the Certificate Account, then, subject to Section 4.05, such Eligible Investment shall mature not later than the related Remittance Date) and shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Trustee and shall be held by the Trustee or its agent, which agent shall not be an affiliate of the Company or any Mortgage Loan Seller unless such agent is the Corporate Trust Department of Chase and is rated at least Baa3 or P-3 by Moody's; provided, however, that all original documentation (including account statements and confirmations) regarding any investments in the Fund shall be sent by the Fund directly to the Trustee (and not an agent of the Trustee) and shall be maintained in the possession of the Trustee (and not an agent of the Trustee). All income and gain realized from any such investment shall be for the benefit of the Master Servicer as additional compensation and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments (to the extent not offset by income from other such investments) shall be deposited in the Certificate Account by the Master Servicer out of its own funds immediately as realized; provided, however, that if the Trustee becomes Master Servicer, the Trustee shall not be required to deposit the amount of any loss incurred prior to it becoming Master Servicer. The creation of any Certificate Account shall be evidenced by a certification or letter agreement in the form of Exhibit F or Exhibit G, respectively. A copy of such certification or letter agreement shall be furnished to the Trustee. 66
EX-473rd Page of 202TOC1stPreviousNextBottomJust 73rd
The Master Servicer shall deposit or cause to be deposited in the Certificate Account on a daily basis (and not later than the Business Day following receipt), and retain therein: (i) All payments which were received after the Cut-off Date on account of principal of the Mortgage Loans (other than the principal portion of Monthly Payments due on or before the Cut-off Date), and all Principal Prepayments collected on or after the Cut-off Date; (ii) All payments which were received after the Cut-off Date on account of interest on the Mortgage Loans (net of the Servicing Fee)(other than the interest portion of Monthly Payments due on or before the Cut-off Date); (iii) Net Liquidation Proceeds; (iv) All Insurance Proceeds received by the Master Servicer under any title, hazard or other insurance policy, including amounts required to be deposited pursuant to Sections 5.16 and 5.20, other than proceeds to be held in the Escrow Account or applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures or otherwise applied or held as required by applicable law; (v) All awards or settlements in respect of condemnation proceedings affecting any Mortgaged Property which are not released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures; (vi) All Repurchase Proceeds; (vii) All Advances made by the Master Servicer pursuant to Section 6.03; (viii) All amounts representing revenues under the insurance provided pursuant to Section 5.19 to the extent of any losses borne by any Certificateholder; (ix) All revenues from any Mortgaged Property acquired by the Master Servicer by foreclosure or deed in lieu of foreclosure net of any Servicing Advances with respect to such Mortgaged Property; and (x) Any other amounts required to be deposited therein pursuant to this Agreement. The Master Servicer shall maintain accounting records on a loan-by-loan basis with respect to the Certificate Account. The Master Servicer shall give notice to the Trustee and the Company and each Rating Agency of any change in the location of the Certificate Account, prior to the use thereof. Notwithstanding anything to the contrary herein, no Monthly Payment or any 67
EX-474th Page of 202TOC1stPreviousNextBottomJust 74th
portion thereof shall be permitted to remain in the Certificate Account for more than 12 months. Any Monthly Payment or any portion thereof that has remained in the Certificate Account for 12 months shall be deemed a Principal Prepayment and distributed to Certificateholders pursuant to the provisions of this Agreement on the Remittance Date immediately following the end of such 12 month period. Section 5.09. Permitted Withdrawals from the Certificate Account. The Master Servicer and the Trustee may, from time to time, withdraw funds from the Certificate Account for the following purposes: (i) to make payments in the amounts and in the manner provided for in Section 6.01; (ii) to reimburse the Master Servicer for Advances made pursuant to Section 6.03 (including amounts to reimburse the related Sub-Servicer for advances made pursuant to the applicable Sub-Servicing Agreement), the Master Servicer's and the Sub-Servicer's right to receive reimbursement pursuant to this subclause (ii) being limited to amounts received on particular Mortgage Loans which represent Late Collections (net of the Servicing Fees) with respect to those particular Mortgage Loans; (iii) to pay the Master Servicer the Servicing Fee; (iv) to reimburse the Master Servicer for unreimbursed Servicing Advances, or to pay the related Sub-Servicer any unreimbursed Servicing Advances, the Master Servicer's right to receive reimbursement or make payments to the Sub-Servicer pursuant to this subclause (iv) with respect to any Mortgage Loan being limited to related Liquidation Proceeds, Insurance Proceeds, and condemnation awards; (v) to reimburse the Master Servicer (or the related Sub-Servicer) or the Company for expenses incurred by and recoverable by or reimbursable to it pursuant to Section 5.01, 5.16 or 8.03; (vi) to reimburse the Master Servicer (or the related Sub-Servicer) for any Nonrecoverable Advances; (vii) to pay to the Master Servicer (or the related Sub-Servicer) income earned on the investment of funds deposited in the Certificate Account; (viii) to make payments to the Master Servicer or others pursuant to any provision of this Agreement, and to clear and terminate the Certificate Account upon the termination of this Agreement; (ix) to withdraw amounts deposited in error; and 68
EX-475th Page of 202TOC1stPreviousNextBottomJust 75th
(x) in the case of the Master Servicer, if requested by the Trustee, to withdraw funds for any purpose contemplated by this Section 5.09. It is recognized and understood that for purposes of administrative efficiency, in the ordinary course the Master Servicer and not the Trustee will make all withdrawals from the Certificate Account pursuant to this Section 5.09. The Trustee may revoke the right of the Master Servicer to withdraw funds from the Certificate Account pursuant to this Section 5.09; provided, however, that upon any such revocation the Trustee shall become obligated to make any necessary withdrawals from the Certificate Account. It is expressly understood that the Trustee shall have no liability whatsoever to any Person, including but not limited to the Company, the Master Servicer and the Certificateholders, in connection with any decision by it to revoke or not to revoke the Master Servicer's right to withdraw funds from the Certificate Account, but shall be liable for the performance or nonperformance of any obligation, once expressly undertaken, to withdraw funds from the Certificate Account pursuant to this paragraph. Nothing in this paragraph shall be construed to alter the provisions of Section 9.01. It is recognized and understood that the Trustee and not the Master Servicer possesses the funds in the Certificate Account. Section 5.10. Establishment of Escrow Account; Deposits in Escrow Account. With respect to those Mortgage Loans on which the Master Servicer or any Sub-Servicer collects Escrow Payments, if any, the Master Servicer shall, and shall cause the Sub-Servicer to, segregate and hold all funds collected and received pursuant to each such Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of trust accounts. Such Escrow Accounts shall be established with a commercial bank, a mutual savings bank or a savings and loan association the deposits of which are insured by the FDIC in a manner which shall provide maximum available insurance thereunder, and which may be drawn on by the Master Servicer. The Master Servicer shall give notice to the Trustee of the location of any Escrow Account, and of any change thereof, prior to the use thereof. The creation of any Escrow Account shall be evidenced by a certification or letter agreement in the form of Exhibit H or Exhibit I, respectively. Nothing in this paragraph shall be deemed to require the Master Servicer to collect Escrow Payments in the absence of a provision in the related Mortgage requiring such collection. The Master Servicer shall deposit, or cause to be deposited, in any Escrow Account or Accounts on a daily basis, and retain therein, (i) all Escrow Payments collected on account of any Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement and (ii) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged Property. The Master Servicer shall make withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other purposes as are set forth in Section 5.11. The Master Servicer shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the related Mortgagor and, to the extent required by law, the Master Servicer shall pay 69
EX-476th Page of 202TOC1stPreviousNextBottomJust 76th
interest on escrowed funds to the related Mortgagor notwithstanding that the Escrow Account is non-interest-bearing or that interest paid thereon is insufficient for such purposes. Section 5.11. Permitted Withdrawals from Escrow Account. Withdrawals from any Escrow Account or Accounts may be made by the Master Servicer only (i) to effect timely payments of ground rents, taxes, assessments, water rates, Standard Hazard Policy premiums, or other items constituting Escrow Payments for the related Mortgage, (ii) to reimburse the Master Servicer for any Servicing Advance made by the Master Servicer, with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder, (iii) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan or under applicable law, (iv) for application to restoration or repair of the property subject to the related Mortgage, (v) to pay to the Master Servicer, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (vi) to clear and terminate the Escrow Account on the termination of this Agreement or (vii) to withdraw amounts deposited in error. Section 5.12. Payment of Taxes, Insurance and Other Charges. With respect to each Mortgage Loan, the Master Servicer shall maintain, or cause to be maintained, accurate records reflecting any delinquencies or nonpayments with regard to taxes, assessments and Standard Hazard Policy premiums. The Master Servicer assumes full responsibility for ensuring the payment of all such bills and shall effect payments of all such bills irrespective of each Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own funds to effect such payments. Section 5.13. Transfer of Accounts. The Master Servicer may transfer the Certificate Account or Escrow Account to an Eligible Account maintained with a different depository institution from time to time. Such transfer shall be made by the Master Servicer only upon obtaining the consent of the Trustee, which consent shall not be unreasonably withheld. The Master Servicer shall notify each Rating Agency upon any such transfer. Section 5.14. [Reserved] Section 5.15. Maintenance of the Primary Insurance Policies. The Master Servicer shall not take, or permit any Sub-Servicer to take, any action which would result in noncoverage under any applicable Primary Insurance Policy of any loss which, but for the actions of the Master Servicer or Sub-Servicer, would have been covered thereunder. To the extent coverage is available, the Master Servicer shall keep or cause to be kept in full force and effect each such Primary Insurance Policy until the Loan-to-Value Ratio of the related Mortgage Loan is reduced to 80%, in an amount equal to the amount by which the unpaid principal balance of the related Mortgage Loan exceeds 75% of the value (as described in the definition of Loan-to-Value Ratio) of the related Mortgaged Property. The Master Servicer shall not cancel or refuse to renew any such Primary Insurance Policy or consent to any Sub-Servicer canceling or refusing to renew any such Primary Insurance Policy applicable to a Mortgage Loan subserviced by it, that is 70
EX-477th Page of 202TOC1stPreviousNextBottomJust 77th
in effect at the date of the initial issuance of the Certificates and is required to be kept in force hereunder unless the replacement Primary Insurance Policy for such canceled or non-renewed policy is maintained with an insurer whose claims-paying ability is rated at least as high as the original insurer or is acceptable to each Rating Agency as confirmed in writing by each such Rating Agency, unless otherwise required by law. Section 5.16. Maintenance of Standard Hazard Policies. (a) The Master Servicer shall cause to be maintained for each Mortgage Loan (other than a Co-op Loan) a Standard Hazard Policy with extended coverage as is prudent in the area where the Mortgaged Property is located in an amount which is equal to the greater of (i) the lesser of (A) 100% of the maximum insurable value of the improvements securing such Mortgage Loan or (B) the principal balance owing on such Mortgage Loan, or (ii) such amount required to prevent the Mortgagor or mortgagee from becoming a co-insurer. If the Mortgaged Property is in an area identified at the time of origination in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) the Master Servicer will cause to be maintained a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (i) the outstanding Principal Balance of the Mortgage Loan, (ii) the full insurable value or (iii) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973. The Master Servicer shall also maintain on property acquired upon foreclosure, or by deed in lieu of foreclosure, of any Mortgage Loan, fire and hazard insurance with extended coverage in an amount which is not less than the lesser of (i) the outstanding principal balance of the Mortgage Loan or (ii) the maximum insurable value of the improvements which are a part of such property, liability insurance, and, to the extent available, flood insurance in an amount as provided above. Any amounts collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or property acquired in liquidation of the Mortgage Loan, or released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures) shall be deposited, subject to applicable law, in the Certificate Account. It is understood and agreed that no earthquake or other additional insurance need be required by the Master Servicer of any Mortgagor or maintained on property acquired in respect of a Mortgage Loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. All such Standard Hazard Policies and other policies shall be endorsed with standard mortgagee clauses with loss payable to the Master Servicer or its designee. Any such Standard Hazard Policies or other policies may be in the form of blanket policies; provided, however, that in the event of any claim arising in connection with a hazard loss the Master Servicer shall be obligated, in the case of blanket insurance policies, to deposit in the Certificate Account any amount not payable under such blanket policy because of a deductible clause in such policy and not otherwise payable under an individual policy. The Master Servicer shall not interfere with the Mortgagor's freedom of choice in selecting either his insurance carrier or agent; provided, however, that the Master Servicer shall not accept any such insurance policies from insurance companies unless such companies are acceptable insurers in the discretion of the Master Servicer. 71
EX-478th Page of 202TOC1stPreviousNextBottomJust 78th
(b) Any cost incurred by the Master Servicer in maintaining any of the foregoing insurance shall not, for the purpose of calculating monthly distributions to Certificateholders, be added to the amount owing under the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such costs (other than the costs of maintaining a blanket hazard insurance policy not attributable to a specific Mortgaged Property) shall be recoverable by the Master Servicer from the Mortgagor or out of Insurance Proceeds or Liquidation Proceeds or to the extent permitted by Section 5.09. Section 5.17. [Reserved] Section 5.18. [Reserved] Section 5.19. Fidelity Bond and Errors and Omissions Insurance. The Master Servicer shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with broad coverage with responsible companies on all officers, employees or other persons acting on behalf of the Master Servicer in any capacity with regard to the Mortgage Loans to handle funds, money, documents and papers relating to the Mortgage Loans. Any such fidelity bond and errors and omissions insurance shall protect and insure the Master Servicer against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such persons and shall be maintained at a level acceptable to FNMA. No provision of this Section 5.19 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Master Servicer from its duties and obligations as set forth in this Agreement. Upon request of the Trustee, the Master Servicer shall cause to be delivered to the Trustee a certification evidencing coverage under such fidelity bond and insurance policy. Promptly upon receipt of any notice from the surety or the insurer that such fidelity bond or insurance policy has been terminated or modified in a materially adverse manner, the Master Servicer shall notify the Trustee and each Rating Agency of any such termination or modification. Section 5.20. Collections under Insurance Policies; Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any Standard Hazard Policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any insurance policies. Pursuant to Section 5.08, the Master Servicer shall deposit Insurance Proceeds in the Certificate Account. (b) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted by such Mortgage Note or Mortgage, applicable law and governmental regulations. Subject to the foregoing, the Master Servicer is authorized to take or enter into an assumption or substitution agreement from or with the Person to whom such property has been or is about to be conveyed. In connection with such assumption or substitution, the Master Servicer shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual and as it applies to mortgage loans owned solely by it. 72
EX-479th Page of 202TOC1stPreviousNextBottomJust 79th
Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any conveyance by the Mortgagor of the Mortgaged Property or any assumption of a Mortgage Loan by operation of law which the Master Servicer in good faith determines it may be restricted by law from preventing, for any reason whatsoever. (c) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the effect set forth in Section 5.20(b), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage, the Master Servicer shall so notify the Trustee by forwarding to the Trustee the original copy of such assumption or substitution agreement, which copy shall be added by the Trustee to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. In connection with any such assumption, modification agreement or substitution agreement, the interest rate of the related Mortgage Note shall not be changed, the principal amount of the Mortgage Note shall not be increased or decreased and the maturity of the Mortgage Note shall not be extended, nor shall it be shortened by more than one year. Any fee collected by the Master Servicer for entering into an assumption or substitution of liability agreement with respect to such Mortgage Loan shall be retained by the Master Servicer as additional servicing compensation. Section 5.21. Income and Realization from Defaulted Mortgage Loans. The Master Servicer, on behalf of the Trustee, shall foreclose upon or otherwise comparably convert the ownership of Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 5.07, shall manage, conserve, protect and operate such Mortgaged Properties for the purposes of their prompt disposition and sale, and shall dispose of such Mortgaged Properties on such terms and conditions as it deems in the best interests of the Certificateholders. The Master Servicer shall sell such property within two years from such foreclosure or conversion or such longer period as would not prevent such Mortgaged Property from constituting "foreclosure property" within the meaning of Section 860G(a)(8) of the Code. In connection with such activities, the Master Servicer shall follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and usual in its general mortgage servicing activities, including its management of foreclosed properties for a temporary period as contemplated herein. The foregoing is subject to the provisions of Section 5.28 of this Agreement and to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any management, foreclosure or towards the restoration of any property unless it shall determine that such management, restoration or foreclosure will increase the Liquidation Proceeds of the Mortgage Loan to Certificateholders after reimbursement to itself for such expenses (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 5.09). The income earned from the management of such Mortgaged Properties, net of reimbursement to the Master Servicer for expenses (including any taxes) incurred in connection with such management, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing and principal amortizing 73
EX-480th Page of 202TOC1stPreviousNextBottomJust 80th
as though such Mortgage Loans were still current) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the income received is in excess of the amount attributable to amortizing principal and accrued interest at the Remittance Rate on the related Mortgage Loan, such excess shall be deposited in the Certificate Account. In lieu of foreclosure, the Master Servicer may (but is not obligated to) purchase any defaulted Mortgage Loan at the Purchase Price. In the event of such purchase, the Purchase Price for the purchased Mortgage Loan shall be paid by the Master Servicer and shall be deposited by the Master Servicer in the Certificate Account promptly upon receipt and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall promptly release to the Mortgage Loan Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment as may be provided to it by the Master Servicer, without recourse, as shall be necessary to vest in the Master Servicer or its designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. Section 5.22. Trustee to Cooperate; Release of Mortgage Files. (a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the receipt by the Master Servicer of a notification that payment in full will be made in a manner customary for such purposes, the Master Servicer shall immediately notify the Trustee (if the Trustee holds the related Mortgage File) by a certification (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Certificate Account pursuant to Section 5.08 have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. Upon receipt of such certification and request, within five Business Days the Trustee shall release the related Mortgage File to the Master Servicer and execute and deliver to the Master Servicer the request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such other instruments releasing the lien of the Mortgage as have been provided by the Master Servicer to the Trustee, together with the Mortgage Note with written evidence of cancellation thereon, and the Trustee shall have no further responsibility with respect to said Mortgage File. Upon any such payment in full, or the receipt of such notification, the Master Servicer is authorized to procure from the Trustee under the deed of trust which secured the Mortgage Note, if any, a deed of full reconveyance covering the property encumbered by such deed of trust, which assignment of deed of trust, except as otherwise provided by any applicable law, shall be recorded by the Master Servicer in the appropriate land records in the jurisdiction in which the assignment of deed of trust is recorded, or, as the case may be, to procure from the Trustee an instrument of satisfaction or, if the Mortgagor so requests, an assignment without recourse, which deed of reconveyance, instrument of satisfaction or assignment shall be delivered by the Master Servicer to the Person or Persons entitled thereto. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Certificate Account or to the Trustee. (b) From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the Trustee a certificate of a Servicing Officer requesting that possession of all, or any document constituting part of, the Mortgage File 74
EX-481st Page of 202TOC1stPreviousNextBottomJust 81st
be released to the Master Servicer and certifying as to the reason for such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage Loan under any of the insurance policies required by this Agreement. With such certificate, the Master Servicer shall require that the Trustee release the Mortgage File, and, within five Business Days, the Trustee shall deliver the Mortgage File or any document therein to the Master Servicer. The Master Servicer shall cause each Mortgage File or any document therein so released to be returned to the Trustee when the need therefor by the Master Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the Net Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Certificate Account or (ii) the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered to the Trustee a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. (c) Upon written request of the Master Servicer, the Trustee shall execute and deliver to the Master Servicer any court pleadings, requests for trustee's sale or other documents prepared by and delivered by the Master Servicer to the Trustee necessary to the foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Together with such documents or pleadings, the Master Servicer shall deliver to the Trustee a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate any insurance coverage under the insurance policies required under this Agreement or invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee's sale. Section 5.23. Servicing and Other Compensation. The Master Servicer, as compensation for its activities hereunder, shall be entitled to receive, on or prior to each Remittance Date, the amounts provided for as the Servicing Fee and as reimbursement for Nonrecoverable Advances, Servicing Advances and reimbursement for Advances, all as specified by Section 5.09. The amount of compensation or reimbursement provided for shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. Additional servicing compensation in the form of assumption fees, prepayment fees and late payment charges shall be retained by the Master Servicer, to the extent permitted by applicable law. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees and expenses of the Trustee and any Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 5.09 and 5.21. 75
EX-482nd Page of 202TOC1stPreviousNextBottomJust 82nd
Section 5.24. [Reserved] Section 5.25. Annual Statement as to Compliance. The Master Servicer will deliver to the Company and the Trustee on or before April 15 of each year, beginning with the first April 15 that occurs at least six months after the Cut-off Date, an Officers' Certificate stating, as to each signer thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and (iii) to the best of such officer's knowledge, each Sub-Servicer has fulfilled its obligations under its Sub-Servicing Agreement in all material respects, or if there has been a material default in the fulfillment of such obligations, specifying such default known to such officers and the nature and status thereof. Copies of such statement shall be provided to each Rating Agency. Copies of such statement shall also be provided by the Master Servicer to any Certificateholder upon request. If the Master Servicer shall fail to provide such copies and a Responsible Officer of the Trustee is aware that the Master Servicer has not so provided copies, the Trustee shall provide such copies at the Master Servicer's expense if the Trustee has received such statement. Section 5.26. Annual Independent Public Accountants' Servicing Report. On or before April 15 of each year, beginning with the first April 15 that occurs at least six months after the Cut-off Date, the Master Servicer at its expense shall cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Company and the Trustee to the effect that such firm has examined certain documents and records relating to the servicing of the Mortgage Loans and that, on the basis of such examination conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers, such servicing has been conducted in compliance with the manner of servicing set forth in pooling and servicing agreements substantially similar to this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such statement. Copies of such statement shall be provided to each Rating Agency, and, upon request, to the Certificateholders, by the Master Servicer, or by the Trustee at the Master Servicer's expense if the Trustee has received such statement and the Master Servicer shall fail to provide such copies and the Trustee is aware that the Master Servicer has not so provided copies. Section 5.27. Access to Certain Documentation; Rights of the Company in Respect of the Master Servicer. The Master Servicer shall provide access to the Trustee, Certificateholders which are savings and loan associations, banks or insurance companies or examiners of any federal or state banking or insurance regulatory authority to the documentation regarding the Mortgage Loans if so required by applicable regulations of any regulatory authority, such access to be afforded subject to reimbursement for expenses without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer designated by it. The Company may, but is not obligated to, enforce the obligations of the Master 76
EX-483rd Page of 202TOC1stPreviousNextBottomJust 83rd
Servicer under this Agreement and may, but is not obligated to, appoint and cause a designee to perform, any defaulted obligations of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of the appointment of a designee by the Company or its designee. The Company shall not assume any responsibility or liability for any action or failure to take action by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise. Section 5.28. REMIC-Related Covenants. For as long as either REMIC Pool shall exist, the Master Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC Pool as a REMIC. In particular: (a) The Master Servicer shall not create, or permit the creation of, any "interests" in either REMIC Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in the Master REMIC and the Subsidiary REMIC designated as such in Section 2.04(a), the Subsidiary Residual Interest and the Master Residual Interest; (b) As of all times as may be required by the Code, the Master Servicer will ensure that substantially all of the assets of each REMIC Pool will consist of "qualified mortgages" as defined in section 860G(a)(3) of the Code and "permitted investments" as defined in section 860G(a)(5) of the Code. The Master Servicer and the Trustee, upon the direction of the Master Servicer, also will maintain records that are sufficient to indicate each REMIC Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by the Trust Fund. Further, the Master Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.05 of this Agreement and the Master Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Master Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of the Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of either REMIC Pool or would not otherwise be prohibited by this Agreement; (c) The Master Servicer shall ensure that neither REMIC Pool receives a fee or other compensation for services and that neither REMIC Pool receives any income from assets other than "qualified mortgages" within the meaning of section 860G(a)(3) of the Code or "permitted investments" within the meaning of section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on either REMIC Pool; provided, however, that the neither REMIC Pool shall be prohibited from recognizing its "net income from foreclosure property," as provided in section 860G(c) of the Code with respect to any Mortgage Loan foreclosed upon as provided in Section 5.21; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of the Trust Fund, to the effect that such sale (i) is pursuant to a 77
EX-484th Page of 202TOC1stPreviousNextBottomJust 84th
"qualified liquidation" as defined in section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to either REMIC Pool after the Startup Day without an Opinion of Counsel that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Master Servicer and the Trustee, at the direction of the Master Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Master Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on the Trust Fund that will affect amounts distributable to the Certificateholders. [End of Article V] ARTICLE VI PAYMENTS TO THE CERTIFICATEHOLDERS Section 6.01. Distributions. (a) On each Remittance Date, the Paying Agent shall apply an amount equal to the Available Distribution Amount, the amount, if any, of Advances of the Master Servicer pursuant to Section 6.03 and amounts deposited into the Certificate Account pursuant to Section 6.05, in the following order of priority: (i) to the Non-PO Class IA Certificateholders, solely from the Available Distribution Amount and Advances with respect to Mortgage Group One and any amounts deposited in the Certificate Account pursuant to Section 6.05 (exclusive of any Excess Interest to the extent collected), all distributable amounts up to the amount distributable pursuant to (b)(I)(i) below, but in no event in excess of the Non-PO Class IA Distribution Amount; (ii) the balance, if any, of the Available Distribution Amount and Advances with respect to Mortgage Group One and any amounts deposited in the Certificate Account pursuant to Section 6.05 (exclusive of any Excess Interest to the extent collected) shall be allocated, pro rata (in accordance with the maximum amounts distributable in accordance with this clause (ii)) between (A) the Non-PO Class IA Certificateholders, the amounts distributable pursuant to (b)(I)(iii) below, up to the amount, if any, equal to the difference between (x) Non-PO Class IA Distribution Amount 78
EX-485th Page of 202TOC1stPreviousNextBottomJust 85th
and (y) the amount distributable to the Non-PO Class IA Certificates pursuant to (a)(i) above (such amount, the "Non-PO Class IA Principal Distribution Amount"), and (B) the Class IA-P Certificateholders, the Class IA-P Amount, in accordance with (b)(I)(ii) below; (iii) to the Non-PO Class IIA Certificateholders, solely from the Available Distribution Amount and Advances with respect to Mortgage Group Two and any amounts deposited in the Certificate Account pursuant to Section 6.05 (exclusive of any Excess Interest to the extent collected), all distributable amounts up to the amount distributable pursuant to (b)(II)(i) below, but in no event in excess of the Non-PO Class IIA Distribution Amount; (iv) the balance, if any, of the Available Distribution Amount and Advances with respect to Mortgage Group Two and any amounts deposited in the Certificate Account pursuant to Section 6.05 (exclusive of any Excess Interest to the extent collected) shall be allocated, pro rata (in accordance with the maximum amounts distributable in accordance with this clause (iv)) between (A) the Non-PO Class IIA Certificateholders, the amounts distributable pursuant to (b)(II)(iii) below, up to the amount, if any, equal to the difference between (x) Non-PO Class IIA Distribution Amount and (y) the amount distributable to the Non-PO Class IIA Certificates pursuant to (a)(iii) above (such amount, the "Non-PO Class IIA Principal Distribution Amount"), and (B) the Class IIA-P Certificateholders, the Class IIA-P Amount, in accordance with (b)(II)(ii) below; (v) to the extent that the Available Distribution Amount and Advances with respect to Mortgage Group One and any amounts deposited in the Certificate Account pursuant to Section 6.05 (exclusive of Excess Interest to the extent collected) is insufficient to distribute in full the amounts described in paragraphs (i) and (ii) above (such shortfall, the "Class IA Deficiency Amount"), and the Available Distribution Amount and Advances with respect to Mortgage Group Two and any amounts deposited in the Certificate Account pursuant to Section 6.05 (exclusive of Excess Interest to the extent collected) exceeds the amount required to distribute in full the amounts described in paragraphs (iii) and (iv) above, such excess shall be distributed, to the extent of available funds, in reduction of the Class IA Deficiency Amount; (vi) to the extent that the Available Distribution Amount and Advances with respect to Mortgage Group Two and any amounts deposited in the Certificate Account pursuant to Section 6.05 (exclusive of Excess Interest to the extent collected) is insufficient to distribute in full the amounts described in paragraphs (iii) and (iv) above (such shortfall, the "Class IIA Deficiency Amount"), and the Available Distribution Amount and Advances with respect to Mortgage Group One and any amounts deposited in the Certificate Account pursuant to Section 6.05 (exclusive of Excess Interest to the extent collected) exceeds the amount required to distribute in full the amounts described in paragraphs (i) and (ii) above, such excess shall be distributed, to the extent of available funds, in reduction of the Class IIA Deficiency Amount; 79
EX-486th Page of 202TOC1stPreviousNextBottomJust 86th
(vii) to the Class M Certificateholders, the balance, if any, of the Available Distribution Amount and Advances (exclusive of any Excess Interest to the extent collected) and any amounts deposited in the Certificate Account pursuant to Section 6.05 after making the distributions provided for in paragraphs (i) through (vi) above, in accordance with, and up to the amount calculated pursuant to, Section 6.01(c) below; (viii) to the Class B Certificateholders, the balance, if any, of the Available Distribution Amount and Advances (exclusive of any Excess Interest to the extent collected) and any amounts deposited in the Certificate Account pursuant to Section 6.05 after making the distributions provided for in paragraphs (i) through (vii) above, in accordance with, and up to the amounts calculated pursuant to, Section 6.01(d) below; (ix) to the Class R Certificateholders the balance, if any, of the Available Distribution Amount and Advances (exclusive of any Excess Interest to the extent collected) remaining after the distributions provided for in paragraphs (i) through (viii) above; and (x) to the Holders of the Chase Interest, Excess Interest. (b)(I) Amounts payable to the Class IA Certificateholders on any Remittance Date shall be distributed as follows: (i) to the extent the amount available for distribution pursuant to (a)(i) and (a)(v) is sufficient and subject to Section 6.05(b): (A) to the Class IA-1 Certificateholders, (1) one month's interest on the Outstanding Certificate Principal Balance of the Class IA-1 Certificates at the Certificate Rate plus (2) the Class IA-1 Shortfall from the preceding Remittance Date; (B) to the Class IA-2 Certificateholders, (1) one month's interest on the Class A-2 Notional Amount at the Certificate Rate plus (2) the Class IA-2 Shortfall from the preceding Remittance Date; and (C) to the Class IA-4 Certificateholders, (1) one month's interest on the Outstanding Certificate Principal Balance of the Class IA-4 Certificates at the Certificate Rate plus (2) the Class IA-4 Shortfall from the preceding Remittance Date; (ii) to the Class IA-P Certificates, an amount (the "Class IA-P Amount") equal to the sum of (A) the difference between (1) the Mortgage Group One PO Allocated Amount as of the first day of the related Due Period and (2) the Mortgage Group One PO Allocated Amount as of the last day of the related Due Period (after application of payments on Mortgage Loans in Mortgage Group One which were received or were the 80
EX-487th Page of 202TOC1stPreviousNextBottomJust 87th
subject of an Advance applicable to such Due Period), (B) the Class IA-P Shortfall from the preceding Remittance Date and (C) any Class IA-P Deferred Amount which has not been previously distributed to the Class IA-P Certificateholders (provided, however, that no amounts in respect of Class IA-P Deferred Amounts shall be distributed to the Class IA-P Certificateholders except from Available Amounts), but in no event more than the Outstanding Certificate Principal Balance of the Class IA-P Certificates; and (iii) The Non-PO Class IA Principal Distribution Amount shall be distributed as follows: (A) During such time as the aggregate Outstanding Certificate Principal Balance of the Subordinated Certificates is greater than zero: first, to the Class IA-4 Certificates, up to the Class IA-4 Priority Amount; second, to the Class IA-1 and Class IA-3 Certificates, pro rata based upon their Outstanding Certificate Principal Balances, until their Outstanding Certificate Principal Balances have been reduced to zero; and third, to the Class IA-4 Certificates, until their Outstanding Certificate Principal Balance has been reduced to zero. (B) During such time as the aggregate Outstanding Certificate Principal Balance of the Subordinated Certificates equals zero, distributions pursuant to this Section 6.01(b)(I)(iii) shall be made pro rata among the outstanding Classes of Non-PO Class IA Certificates in relation to the respective Outstanding Certificate Principal Balances of such outstanding Classes, and not in accordance with the sequence of payments among such Classes set forth in Section 6.01(b)(I)(iii)(A). (iv) If the amount available for distribution to the Non-PO Class IA Certificateholders pursuant to (a)(i) and (a)(v) above is insufficient to make the distributions set forth in (b)(I)(i) above, the Paying Agent shall distribute the available amounts to the Non-PO Class IA Certificateholders pro rata in accordance with the amounts otherwise distributable to them pursuant to (b)(I)(ii)(A)-(C) above. (v) During such time as the aggregate Outstanding Certificate Principal Balance of the Subordinated Certificates equals zero, if any Realized Loss with respect to a Mortgage Loan in Mortgage Group One has occurred, the amount of such Realized Loss shall be deemed a principal distribution to the Holders of the outstanding Classes of Class IA Certificates as follows. The Class IA-P Certificates shall bear the portion, if any, of such Realized Loss equal to the product of (A) the PO Percentage with respect to the applicable Mortgage Loan and (B) the amount of the principal portion of the Realized Loss; and the remaining Class IA Certificates shall bear the remaining portion of such Realized Loss pro rata by reference to the Outstanding Certificate Principal Balances of their Certificates and the Outstanding Certificate Principal Balances of such Certificates shall be reduced accordingly until such Outstanding Certificate Principal Balances have 81
EX-488th Page of 202TOC1stPreviousNextBottomJust 88th
been reduced to zero. In the event that a recovery is made with respect to any such Realized Loss, the amount of such recovery shall be distributed on the next Remittance Date to the Class IA Certificateholders pro rata in relation to the amount by which the Outstanding Certificate Principal Balances of their Certificates were reduced pursuant to the preceding sentence. To the extent a Realized Loss with respect to a Mortgage Loan in Mortgage Group One results in a reduction in the aggregate Outstanding Certificate Principal Balance of the Class M and Class B Certificates to zero, any amounts of such Realized Loss in excess of the amount necessary to reduce the aggregate Outstanding Certificate Principal Balance of the Class M and Class B Certificates to zero shall be subject to the provisions of this paragraph. (b)(II) Amounts payable to the Class IIA Certificateholders on any Remittance Date shall be distributed as follows: (i) to the extent the amount available for distribution pursuant to (a)(ii) and (a)(vi) is sufficient and subject to Section 6.05(b): (A) to the Class IIA-1 Certificateholders, (1) one month's interest on the Outstanding Certificate Principal Balance of the Class IIA-1 Certificates at the Certificate Rate plus (2) the Class IIA-1 Shortfall from the preceding Remittance Date. (ii) to the Class IIA-P Certificates, an amount (the "Class IIA-P Amount") equal to the sum of (A) the difference between (1) the Mortgage Group Two PO Allocated Amount as of the first day of the related Due Period and (2) the Mortgage Group Two PO Allocated Amount as of the last day of the related Due Period (after application of payments on Mortgage Loans in Mortgage Group Two which were received or were the subject of an Advance applicable to such Due Period), (B) the Class IIA-P Shortfall from the preceding Remittance Date and (C) any Class IIA-P Deferred Amount which has not been previously distributed to the Class IIA-P Certificateholders (provided, however, that no amounts in respect of Class IIA-P Deferred Amounts shall be distributed to the Class IIA-P Certificateholders except from Available Amounts), but in no event more than the Outstanding Certificate Principal Balance of the Class IIA-P Certificates; and (iii) The Non-PO Class IIA Principal Distribution Amount shall be distributed to the Class IIA-1 Certificates until their Outstanding Certificate Principal Balance has been reduced to zero. (iv) During such time as the aggregate Outstanding Certificate Principal Balance of the Subordinated Certificates equals zero, if any Realized Loss with respect to a Mortgage Loan in Mortgage Group Two has occurred, the amount of such Realized Loss shall be deemed a principal distribution to the Holders of the outstanding Classes of Class IIA Certificates as follows. The Class IIA-P Certificates shall bear the portion, if any, of such Realized Loss equal to the product of (A) the PO Percentage with respect to the applicable Mortgage Loan and (B) the amount of the principal portion of the Realized 82
EX-489th Page of 202TOC1stPreviousNextBottomJust 89th
Loss; and the Class IIA-1 Certificates shall bear the remaining portion of such Realized Loss and the Outstanding Certificate Principal Balances of such Certificates shall be reduced accordingly until such Outstanding Certificate Principal Balances have been reduced to zero. In the event that a recovery is made with respect to any such Realized Loss, the amount of such recovery shall be distributed on the next Remittance Date to the Class IIA Certificateholders pro rata in relation to the amount by which the Outstanding Certificate Principal Balances of their Certificates were reduced pursuant to the preceding sentence. To the extent a Realized Loss results in a reduction in the aggregate Outstanding Certificate Principal Balance of the Class M and Class B Certificates to zero, any amounts of such Realized Loss in excess of the amount necessary to reduce the aggregate Outstanding Certificate Principal Balance of the Class M and Class B Certificates to zero shall be subject to the provisions of this paragraph. (c)(i) Subject to Section 6.05(b), amounts payable on any Remittance Date to the Class M Certificateholders pursuant to Section 6.01(a)(vii) shall be distributed up to an amount equal to (A) one month's interest on the Outstanding Certificate Principal Balance of the Class M Certificates at the Certificate Rate plus (B) the Class M Shortfall from the preceding Remittance Date plus (C) the portion of the Subordinated Principal Distribution Amount allocable (pursuant to Section 6.01(e)) to the Class M Certificates plus (D) any Carry-over Subordinated Principal Amounts with respect to the Class M Certificates. (ii) During such time as the aggregate Outstanding Certificate Principal Balance of the Class B Certificates equals zero, if a Realized Loss has occurred with respect to a Liquidated Mortgage Loan, the amount of such Realized Loss shall be borne entirely by the Class M Certificates and the Outstanding Certificate Principal Balance of the Class M Certificates shall be reduced accordingly. In the event that a recovery is made with respect to any such Realized Loss, the amount of such recovery shall be distributed on the next Remittance Date to the Class M Certificateholders pro rata in relation to the amount by which the Outstanding Certificate Principal Balances of their Certificates were reduced pursuant to the preceding sentence; provided, however, that the amount of any such recovery shall be distributed first to the Class A Certificateholders up to the amount, if any, to which such Realized Loss was allocated to the Class A Certificateholders. To the extent a Realized Loss results in a decrease in the aggregate Outstanding Certificate Principal Balance of the Class B Certificates to zero, any amount of Realized Loss in excess of the amount necessary to decrease the aggregate Outstanding Certificate Principal Balance of the Class B Certificates to zero shall be subject to the provisions of this paragraph. (d)(i) Subject to Section 6.05(b), amounts payable on any Remittance Date to the Class B Certificateholders pursuant to Section 6.01(a)(viii) shall be distributed in the following priority: (1) first, to the Class B-1 Certificateholders, up to an amount equal to (A) one month's interest on the Outstanding Certificate Principal Balance of the Class B-1 Certificates at the Certificate Rate plus (B) the Class B-1 Shortfall from the preceding Remittance Date plus (C) the pro rata portion, if any, of the Subordinated Principal Distribution Amount allocable to the Class B-1 Certificates in accordance with Section 6.01(e) plus (D) any Carry-over Subordinated 83
EX-490th Page of 202TOC1stPreviousNextBottomJust 90th
Principal Amounts with respect to the Class B-1 Certificates plus (E) any portion of the Subordinated Principal Distribution Amount allocated to the Class M Certificates in excess of the Outstanding Certificate Principal Balance of such Class; (2) second, to the Class B-2 Certificateholders, up to an amount equal to (A) one month's interest on the Outstanding Certificate Principal Balance of the Class B-2 Certificates at the Certificate Rate plus (B) the Class B-2 Shortfall from the preceding Remittance Date plus (C) the pro rata portion, if any, of the Subordinated Principal Distribution Amount allocable to the Class B-2 Certificates in accordance with Section 6.01(e) plus (D) any Carry-over Subordinated Principal Amounts with respect to the Class B-2 Certificates plus (E) any portion of the Subordinated Principal Distribution Amount allocated to the Class B-1 Certificates in excess of the Outstanding Certificate Principal Balance of such Class; (3) third, to the Class B-3 Certificateholders, up to an amount equal to (A) one month's interest on the Outstanding Certificate Principal Balance of the Class B-3 Certificates at the Certificate Rate plus (B) the Class B-3 Shortfall from the preceding Remittance Date plus (C) the pro rata portion, if any, of the Subordinated Principal Distribution Amount allocable to the Class B-3 Certificates in accordance with Section 6.01(e) plus (D) any Carry-over Subordinated Principal Amounts with respect to the Class B-3 Certificates plus (E) any portion of the Subordinated Principal Distribution Amount allocated to the Class B-2 Certificates in excess of the Outstanding Certificate Principal Balance of such Class; (4) fourth, to the Class B-4 Certificateholders, up to an amount equal to (A) one month's interest on the Outstanding Certificate Principal Balance of the Class B-4 Certificates at the Certificate Rate plus (B) the Class B-4 Shortfall from the preceding Remittance Date plus (C) the pro rata portion, if any, of the Subordinated Principal Distribution Amount allocable to the Class B-4 Certificates in accordance with Section 6.01(e) plus (D) any Carry-over Subordinated Principal Amounts with respect to the Class B-4 Certificates plus (E) any portion of the Subordinated Principal Distribution Amount allocated to the Class B-3 Certificates in excess of the Outstanding Certificate Principal Balance of such Class; and (5) fifth, to the Class B-5 Certificateholders, up to an amount equal to (A) one month's interest on the Outstanding Certificate Principal Balance of the Class B-5 Certificates at the Certificate Rate plus (B) the Class B-5 Shortfall from the preceding Remittance Date plus (C) the pro rata portion, if any, of the Subordinated Principal Distribution Amount allocable to the Class B-5 Certificates in accordance with Section 6.01(e) plus (D) any Carry-over Subordinated Principal Amounts with respect to the Class B-5 Certificates plus (E) any portion of the Subordinated Principal Distribution Amount allocated to the Class B-4 Certificates in excess of the Outstanding Certificate Principal Balance of such Class. (ii) During such time as the Class B Percentage is greater than 0%, if any Realized Loss has occurred with respect to a Liquidated Mortgage Loan, the amount of such Realized Loss shall be borne entirely by the Class B Certificates, and their Outstanding Certificate Principal Balance shall be reduced, accordingly, in the following order of priority: first, by the Class B-5 Certificates until their Outstanding Certificate Principal Balance has been reduced to zero; second, by the Class B-4 Certificates until their Outstanding Certificate Principal Balance 84
EX-491st Page of 202TOC1stPreviousNextBottomJust 91st
has been reduced to zero; third, by the Class B-3 Certificates until their Outstanding Certificate Principal Balance has been reduced to zero; fourth, by the Class B-2 Certificates until their Outstanding Certificate Principal Balance has been reduced to zero; and fifth, by the Class B-1 Certificates until their Outstanding Certificate Principal Balance has been reduced to zero. (e) On each Remittance Date, the Subordinated Principal Distribution Amount shall be allocated among the Classes of Subordinated Certificates entitled, pursuant to the next succeeding sentence, to an allocation of principal on such Remittance Date pro rata based upon the Outstanding Certificate Principal Balances of all such Classes so entitled. With respect to the Subordinated Certificates, on each Remittance Date, principal shall be distributable to (1) any Class of Subordinated Certificates which has current Credit Support (before giving effect to any distribution of principal and any Realized Losses allocable on such Remittance Date) greater than or equal to the Original Credit Support for such Class; (2) the Class having the lowest numerical class designation of any outstanding Class of Subordinated Certificates which does not meet the criteria in (1) above; and (3) the Class B-5 Certificates if all other outstanding Classes of Subordinated Certificates meet the criteria in (1) above or if no other Class of Subordinated Certificates is outstanding; provided, however, that no Class of Subordinated Certificates shall receive any distributions of principal if any Class of Subordinated Certificates having a lower numerical class designation than such Class fails to meet the criteria in (1) above. For purposes of this paragraph, the Class M Certificates shall be deemed to have a lower numerical class designation than each Class of Class B Certificates. (f) As between (i) any Class or Classes of Subordinated Certificates (a "Reduced Class") with respect to which a reduction in the Outstanding Certificate Principal Balance of such Class or Classes has occurred pursuant to the proviso in the definition of "Outstanding Certificate Principal Balance" (a "Reduction") and (ii) the Class R Certificates, if any recovery is made with respect to any amounts the prior nonreceipt of which resulted in a Reduction, to the extent not otherwise distributable to the Class A Certificates, such amounts will be distributed to the Reduced Classes then outstanding, in accordance with their respective payment priorities, in each case up to the amount of any Reduction with respect to such Class. (g) The Master Servicer shall provide the Paying Agent (with a copy simultaneously delivered to the Trustee) with the above calculation to make the distribution to Certificateholders, and shall specify, with respect to each Certificateholder, the manner in which payment shall be effected, on each Remittance Date and the Paying Agent shall have no responsibility for such calculation. All distributions made to Certificateholders of any Class on each Remittance Date will be made to the Certificateholders of the respective Class of record on the next preceding Record Date, except that the final distribution with respect to each Class shall be made as provided in the forms of Certificates. All distributions made to Certificateholders shall be based on the Percentage Interest of the Class represented by their respective Certificates, and shall be made either by wire transfer in immediately available funds to the account of such Holder at a bank or other financial or depository institution having appropriate facilities therefor, if such Holder has so notified the Master Servicer in writing at least 10 Business Days prior to the first Remittance Date for which distribution by wire transfer is to be made and such Holder's Certificates of such Class in the aggregate evidence an original denomination of not less than $5,000,000 in principal amount (or, in the case of the Class IA-2 Certificates, the Class IA-2 85
EX-492nd Page of 202TOC1stPreviousNextBottomJust 92nd
Notional Amount) or such Holder holds a 100% Percentage Interest of such Class or, if not, by check mailed to the address of the Person entitled thereto as it appears on the Certificate Register, except that the final distribution in retirement of the Certificates will be made only upon presentation and surrender of the Certificates at the Corporate Trust Office or such other agency of the Trustee specified in the final distribution notice to Certificateholders. If on any Determination Date, the Master Servicer determines that there are no Mortgage Loans outstanding and no other funds or assets in the Trust Fund other than the funds in the Certificate Account, the Master Servicer shall direct the Trustee promptly to send the final distribution notice to each Certificateholder specifying the manner in which the final distribution will be made. Section 6.02. Statements to the Certificateholders. (a) Not later than the second Business Day prior to each Remittance Date, the Master Servicer shall send to the Paying Agent and the Trustee the relevant information for purposes of this Section 6.02. Not later than each Remittance Date, the Paying Agent shall send to each Certificateholder, the Company, the Trustee (if other than the Paying Agent), any co-trustee, the holder of the Chase Interest and each Rating Agency a statement setting forth the following information, after giving effect to the distributions to be made by the Paying Agent pursuant to Section 6.01 on or as of such Remittance Date: (i) with respect to each Class of Certificates the amount of such distribution to Holders of such Class allocable to principal; (ii) with respect to each Class of Certificates the amount of such distribution to Holders of such Class allocable to interest; (iii) the aggregate amount of any Principal Prepayments and Repurchase Proceeds included in the distributions to Certificateholders, in each case, both in the aggregate and by Mortgage Group; (iv) the amount of any Advances by the Master Servicer pursuant to Section 6.03, both in the aggregate and by Mortgage Group; (v) the number of Outstanding Mortgage Loans, both in the aggregate and by Mortgage Group, and the Mortgage Pool Principal Balance, both in the aggregate and by Mortgage Group, as of the close of business as of the end of the related Principal Prepayment Period; (vi) the related amount of the Servicing Fees (as adjusted pursuant to Section 6.05) retained or withdrawn from the Certificate Account by the Master Servicer; (vii) the number and aggregate principal amounts of Mortgage Loans (A) delinquent (1) one Monthly Payment, (2) two Monthly Payments and (3) three or more Monthly Payments and (B) in foreclosure, in each case, as of the end of the related Principal Prepayment Period, in each case, both in the aggregate and by Mortgage Group; 86
EX-493rd Page of 202TOC1stPreviousNextBottomJust 93rd
(viii) the book value (as determined by the Master Servicer), the number and the principal balance of Mortgage Loans with respect to any real estate acquired through foreclosure or grant of a deed in lieu of foreclosure, in each case, both in the aggregate and by Mortgage Group; (ix) all Advances recovered during the related Due Period; (x) with respect to the following Remittance Date, the Class A Percentage, the Class IA Percentage, the Class IIA Percentage, the Class M Percentage, the Class B Percentage, the Class A Principal Balance, the Class IA Principal Balance, the Class IIA Principal Balance, the Class M Principal Balance, the Class B Principal Balance, the Non- PO Class A Percentage, the Non-PO Class IA Percentage, the Non-PO Class IIA Percentage, the Non-PO Class A Prepayment Percentage, the Non-PO Class IA Prepayment Percentage, the Non-PO Class IIA Prepayment Percentage and the level of Credit Support, if any, with respect to each Class of Subordinated Certificates; (xi) the aggregate amount of Realized Losses during the related Due Period, the allocation thereof to each Class of Certificates and the aggregate amount of Realized Losses since the Cut-off Date, both in the aggregate and by Mortgage Group; (xii) the Outstanding Certificate Principal Balance of each Class of Certificates after giving effect to the distributions to each Class on such Remittance Date; and (xiii) the amount of Compensating Interest Shortfalls on such Remittance Date. The Paying Agent's responsibility for sending the above information to the Certificateholders is limited to the availability, timeliness and accuracy of the information derived from the Master Servicer. Upon reasonable advance notice in writing if required by federal regulation, the Master Servicer will provide to each Certificateholder which is a savings and loan association, bank or insurance company certain reports and access to information and documentation regarding the Mortgage Loans sufficient to permit such Certificateholder to comply with applicable regulations of regulatory authorities with respect to investment in the Certificates; provided, that the Master Servicer shall be entitled to be reimbursed by each such Certificateholder for the Master Servicer's actual expenses incurred in providing such reports and access. (b) The Master Servicer shall cause to be prepared, and the Master Servicer or the Trustee, as required by applicable law, shall file, any and all tax returns, information statements or other filings required to be delivered to Certificateholders and any governmental taxing authority pursuant to any applicable law with respect to the Trust Fund and the transactions contemplated hereby (the Master Servicer or the Trustee may, at its option but with the consent of the other, which consent shall not be unreasonably withheld, appoint an organization which regularly engages in the preparation and filing of such documents on a continuous basis for profit and which represents itself to be expert in such matters) and the Master 87
EX-494th Page of 202TOC1stPreviousNextBottomJust 94th
Servicer shall maintain a record of the information necessary for the application of Section 860E(e) of the Code and shall make such information available as required by Section 860D(a)(6) of the Code; provided, however, that the Master Servicer shall notify the Trustee of the Trustee's obligation to make any such filings and that any fees of the organization appointed as provided above shall be paid by the Master Servicer; and provided further that if an organization is employed, as described above, to prepare and file any such filings, neither the Trustee nor the Master Servicer shall be liable for any errors by such organization. Section 6.03. Advances by the Master Servicer. If, on any Determination Date, the Master Servicer determines that any Monthly Payments due on the immediately preceding Due Date have not been received, the Master Servicer shall, unless it determines in its sole discretion that such amounts will not be recoverable from Late Collections, Liquidation Proceeds or otherwise, make an Advance on or before the related Remittance Date in an amount equal to the amount of such delinquent Monthly Payments, after adjustment of any delinquent interest payment for the Servicing Fee. For purposes of this Section 6.03, the delinquent Monthly Payments referred to in the preceding sentence shall be deemed to include an amount equal to the Monthly Payments that would have been due on Mortgage Loans which have been foreclosed or otherwise terminated and in connection with which the Master Servicer acquired and continues to own the Mortgaged Properties on behalf of the Certificateholders. If the Master Servicer makes an Advance, it shall on or prior to such Remittance Date either (i) deposit in the Certificate Account an amount equal to such Advance, (ii) cause to be made an appropriate entry in the records of the Certificate Account that funds in such account being held for future distribution or withdrawal have been, as permitted by this Section 6.03, used by the Master Servicer to make such Advance or (iii) make Advances in the form of any combination of clauses (i) and (ii) aggregating the amount of such Advance. Any funds being held in the Certificate Account for future distribution to Certificateholders and so used pursuant to clause (ii) or (iii) above shall be replaced by the Master Servicer from its own funds by deposit into the Certificate Account on or before any subsequent Remittance Date to the extent that funds in the Certificate Account on such Remittance Date shall be less than the amount of payments required to be made to Certificateholders on such Remittance Date. Any such Advance shall be included with the distribution to the Certificateholders on the related Remittance Date. If the Master Servicer determines not to make a Nonrecoverable Advance, it shall on the related Determination Date furnish to the Trustee, any co-trustee, and each Rating Agency notice of such determination. The Master Servicer shall be entitled to be reimbursed from the Certificate Account for all Advances and Nonrecoverable Advances as provided in Section 5.09. In the event that the Master Servicer determines not to make an Advance required by this Section on any Remittance Date it shall provide the Trustee and any co-trustee with notice of such determination no later than three Business Days prior to such Remittance Date. Section 6.04. Allocation of Realized Losses. (a) Prior to each Determination Date, the Master Servicer shall determine (i) the total amount of Realized Losses, if any, incurred during the related Principal Prepayment Period; and (ii) the respective portions of such Realized Losses allocable to interest and to principal. (b) The principal portion of any Realized Losses shall be allocated as follows: first, to the Class B Certificates, in accordance with Section 6.01(d)(ii), second to the Class M 88
EX-495th Page of 202TOC1stPreviousNextBottomJust 95th
Certificates (in each case until the Outstanding Certificate Principal Balance thereof has been reduced to zero) and third, the remainder thereof shall be allocated to the Class A Certificates, in accordance with Sections 6.01(b)(I)(v) and Section 6.01(b)(II)(iv). (c) As used herein, an allocation of a Realized Loss on a "pro rata basis" among two or more specified Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates on the basis of their then Outstanding Certificate Principal Balances, prior to giving effect to distributions to be made on such Remittance Date. All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby. Section 6.05. Compensating Interest; Allocation of Certain Interest Shortfalls. (a) Upon a Principal Prepayment of a Mortgage Loan, the Master Servicer shall deposit into the Certificate Account from its own funds, as a reduction of its servicing compensation hereunder, an amount, if any, by which the amount of the interest that would otherwise accrue with respect to such Mortgage Loan from the date of prepayment to the Due Date in the related Due Period at the Remittance Rate exceeds the amount of the interest (adjusted to the Remittance Rate) collected from the Mortgagor with respect to such period (such amount, "Compensating Interest"); provided, however, that the Master Servicer's obligation to deposit any such amount is limited to the aggregate Servicing Fees (without regard to the entitlement of the Master Servicer to a Servicing Fee with respect to the Mortgage Loan being prepaid) received by the Master Servicer for the related Remittance Date. (b) On any Remittance Date, if the amount deposited in the Certificate Account pursuant to (a) above for such Remittance Date is less than the Compensating Interest for such Remittance Date, the amount of interest payable to Class A, Class M and Class B Certificateholders on such Remittance Date pursuant to Sections 6.01(b)(I)(i), 6.01(b)(II)(i), 6.01(c)(i)(A), 6.01(d)(i)(1)(A), 6.01(d)(i)(2)(A), 6.01(d)(ii)(3)(A), 6.01(d)(i)(4)(A) and 6.01(d)(i)(5)(A) shall be reduced by the amount of such difference (any such difference, a "Compensating Interest Shortfall"). On any Remittance Date, Compensating Interest Shortfalls shall be allocated pro rata among the outstanding Classes of Class A, Class M and Class B Certificates based on the amount of interest to which each such Class would otherwise be paid on such Remittance Date had there been no such Compensating Interest Shortfall. (c) The interest portion of any Realized Losses ("Realized Loss Interest Shortfall") shall be allocated as follows: first, to the Class B-5 Certificates, second, to the Class B-4 Certificates, third, to the Class B-3 Certificates, fourth, to the Class B-2 Certificates, fifth, to the Class B-1 Certificates, sixth, to the Class M Certificates, in each case until the Outstanding Certificate Principal Balance thereof has been reduced to zero, and seventh, the remainder thereof shall be allocated to the Non-PO Class IA Certificates (in the case of a Realized Loss with respect to a Mortgage Loan in Mortgage Group One) or the Non-PO Class IIA Certificates (in the case of a Realized Loss with respect to a Mortgage Loan in Mortgage Group Two). 89
EX-496th Page of 202TOC1stPreviousNextBottomJust 96th
Section 6.06. Subordination. The rights of the Class B Certificateholders to receive distributions in respect of the Class B Certificates on any Remittance Date shall be subordinated to the rights of the Class A and Class M Certificateholders to receive distributions in respect of the Class A and Class M Certificates. The rights of the Class M Certificateholders to receive distributions in respect of the Class M Certificates on any Remittance Date shall be subordinated to the rights of the Class A Certificateholders to receive distributions in respect of the Class A Certificates. The rights of the Class B-1 Certificateholders to receive distributions in respect of the Class B-1 Certificates on any Remittance Date shall be subordinate to the rights of the Class A and Class M Certificateholders to receive distributions in respect of such Class A and Class M Certificates. Each Class of Class B Certificates (other than the Class B-1 Certificates) is subordinated to the Class A Certificates, the Class M Certificates and each Class of Class B Certificates having a lower numerical class designation than such Class of Class B Certificates. Neither the rights of the Master Servicer, as servicer, to receive funds from the Certificate Account, pursuant to Section 5.09, on account of the Servicing Fee (except as provided in Section 6.05) in respect of each Mortgage Loan, assumption fees, late payment charges and other mortgagor charges, reimbursement of Advances and expenses or otherwise, nor the rights of the holders of the Chase Interest to receive Excess Interest, shall be subordinated to the rights of the Class A, Class M or Class B Certificateholders. Amounts held by the Master Servicer or the Trustee for future distribution to the Class M or Class B Certificateholders, including, without limitation, in the Certificate Account, shall not be distributed in respect of the Class M or Class B Certificates except in accordance with the terms of this Agreement. The Class B Certificateholders are deemed to have granted a security interest in such amounts to the Class A and Class M Certificateholders to secure the rights of the Class A and Class M Certificateholders to receive distributions in priority over the Class B Certificateholders. The Class M Certificateholders are deemed to have granted a security interest in such amounts to the Class A Certificateholders to secure the rights of the Class A Certificateholders to receive distributions in priority over the Class A Certificateholders. ARTICLE VII REPORTS TO BE PREPARED BY MASTER SERVICER Section 7.01. Master Servicer Shall Provide Information as Reasonably Required. The Master Servicer shall furnish to the Trustee, during the term of this Agreement, such periodic, special, or other reports or information, whether or not provided for herein, as shall be necessary, reasonable, or appropriate in respect to the Trustee, or otherwise in respect to the purposes of this Agreement, all such reports or information to be as provided by and in accordance with such applicable instructions and directions as the Trustee may reasonably require. Section 7.02. Federal Information Returns and Reports to Certificateholders. (a) For Federal income tax purposes, the taxable year of the Trust Fund shall be a calendar year and the Master Servicer shall maintain or cause the maintenance of the books of the Trust Fund on the accrual method of accounting. 90
EX-497th Page of 202TOC1stPreviousNextBottomJust 97th
(b) The Master Servicer shall prepare and file or cause to be filed with the Internal Revenue Service federal tax or information returns with respect to the Trust Fund and the Certificates containing such information and at the times and in the manner as may be required by the Code or applicable Treasury regulations, and shall furnish to each Holder of Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the times and in the manner as may be required thereby. Without limitation on any other requirement of this Section 7.02, the Master Servicer shall make available the information necessary for the application of Section 860E(e) of the Code within 60 days of such request. With respect to the Class R Certificate, the Master Servicer shall provide such information or cause such information to be provided to (i) the Internal Revenue Service, (ii) the transferor of a Class R Certificate to a Disqualified Organization and (iii) a Pass-Thru Entity that holds a Class R Certificate with one or more record holders that are Disqualified Organizations. The Master Servicer also shall provide or cause to be provided promptly the above described computation and information relating to the tax on transfers to Disqualified Organizations or holdings by Pass-Thru Entities within 60 days after becoming aware of the transfer to a Disqualified Organization or Pass-Thru Entity with one or more Disqualified Organization owners, as the case may be. In addition, except as may be provided in Treasury Regulations, any person holding an interest in a Pass-Thru Entity as a nominee for another will, with respect to such interest, be treated as a Pass- Thru Entity. In connection with the foregoing, the Master Servicer shall provide the name, address and telephone number of the person who can be contacted to obtain information required to be reported to the holders of regular interests in either REMIC Pool (the "REMIC Reporting Agent") as required by IRS Form 8811. The Trustee hereby designates Michael D. Katz to serve as the REMIC Reporting Agent. The Master Servicer shall indicate the elections to treat each REMIC Pool as a REMIC (which election shall apply to the taxable period ending December 31, 1996 and each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribe. The Trustee shall sign all tax information returns filed pursuant to this Section 7.02 and any other returns as may be required by the Code, and in doing so shall rely entirely upon, and shall have no liability for information provided by, or calculations provided by, the Master Servicer. The Master Servicer is hereby designated as the "tax matters person" (within the meaning of Treas. Reg. Section 1.860F-4(d)) for each REMIC Pool. Any Holder of a Class R Certificate will by acceptance thereof so appoint the Master Servicer as agent and attorney-in-fact for the purpose of acting as tax matters person. In the event that the Code or applicable Treasury Regulations prohibit the Trustee from signing tax or information returns or other statements, or the Master Servicer from acting as tax matters person (as an agent or otherwise), the Trustee or the Master Servicer, as the case may be, shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters person, including designation of the Holder of a Class R Certificate to sign such returns or act as tax matters person. Each Holder of a Class R Certificate shall be bound by this Section 7.02 by virtue of its acceptance of a Class R Certificate. [End of Article VII] 91
EX-498th Page of 202TOC1stPreviousNextBottomJust 98th
ARTICLE VIII THE COMPANY AND THE MASTER SERVICER Section 8.01. Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Company and the Trustee and hold the Company and the Trustee, their officers, employees and agents harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Company or the Trustee may sustain in any way related to failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement; provided that no such indemnification shall be required with respect to acts of a prior Master Servicer. The Master Servicer shall immediately notify the Company and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the consent of the Company and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it, the Company or the Trustee in respect of such claim. This right to indemnification shall survive the termination of this Agreement. Section 8.02. Merger or Consolidation of the Company or the Master Servicer. The Company and the Master Servicer will each keep in full effect its existence, rights and franchises as a corporation, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its duties under this Agreement. The Master Servicer will not sell all or substantially all of its assets without the prior written consent of the Company and the Trustee. Any person into which the Company or the Master Servicer may be merged or consolidated, or to whom the Company or the Master Servicer has sold substantially all of its assets, or any corporation resulting from any merger, conversion or consolidation to which the Company or the Master Servicer shall be a party, or any Person succeeding to the business of the Company or the Master Servicer, shall be the successor of the Company or the Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall satisfy the requirements of Section 8.05 with respect to the qualifications of a successor to the Master Servicer. Notwithstanding anything else in this Section 8.02 and Section 8.04 to the contrary, the Master Servicer may assign its rights and delegate its duties and obligations under this Agreement; provided that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of FNMA or FHLMC, is approved in advance in writing by the Trustee and the Company, is willing to service the Mortgage Loans and executes and delivers to the Company and the Trustee an agreement, in form and substance reasonably satisfactory to the Company and the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Agreement; provided further that each Rating Agency's rating of any of the Classes of Certificates that have been rated in effect 92
EX-499th Page of 202TOC1stPreviousNextBottomJust 99th
immediately prior to such assignment and delegation will not be qualified or reduced or withdrawn as a result of such assignment and delegation. In the case of any such assignment and delegation, the Master Servicer shall be released from its obligations as Master Servicer under this Agreement, except that the Master Servicer shall remain liable for all liabilities and obligations incurred by it as Master Servicer hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in the next preceding sentence. Section 8.03. Limitation on Liability of the Company, the Master Servicer, the Trustee and Others. Neither the Company, the Master Servicer nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company or the Master Servicer against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. The Company, the Master Servicer, the Trustee, and any director, officer, employee or agent of the Company, the Master Servicer or the Trustee may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Company, the Trustee nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may cause it to incur any expenses or liability; provided, however, that the Company, the Trustee or the Master Servicer may in its discretion (and with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Certificate Account and the Company or the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account as provided by Section 5.09; provided that no such right of reimbursement shall exist with respect to the Master Servicer when such claim relates to the failure of the Master Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Master Servicer hereunder or as Mortgage Loan Seller under the Sale Agreement. Section 8.04. Company and Master Servicer Not to Resign. Except as described in Section 8.02, neither the Company nor the Master Servicer shall assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Company, the Master Servicer and all of the Certificateholders unless the determination is made that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Company or the Master Servicer. Any such determination permitting the resignation of the Company or the Master Servicer shall be evidenced by an opinion of independent counsel to such effect delivered to the Trustee which opinion of counsel shall be in form and substance acceptable to the Trustee. Upon any such assignment or resignation, the Company or the Master Servicer, as appropriate, shall send notice to all Certificateholders of the effect of such assignment or resignation upon the then current rating of the Class of Certificates by each Rating Agency whose rating on such Class is then in effect. No such resignation shall 93
EX-4100th Page of 202TOC1stPreviousNextBottomJust 100th
become effective until a successor shall have assumed the Company's or the Master Servicer's responsibilities and obligations hereunder in the manner provided in Section 8.05. Any purported assignment or resignation which does not comply with the requirements of this Section shall be of no effect. Section 8.05. Successor to the Master Servicer. In connection with the termination of the Master Servicer's responsibilities and duties under this Agreement pursuant to Section 8.04 or 9.01, the Trustee shall (i) succeed to and assume all of the Master Servicer's responsibilities, rights, duties and obligations as Master Servicer (but not in any other capacity) under this Agreement (except that the Trustee shall not be obligated to make Advances if prohibited by applicable law nor to effectuate repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 and except that the Trustee makes no representations and warranties pursuant to Sections 3.01, 3.02 and 3.03). Prior to the termination of the Master Servicer's responsibilities, duties and liabilities under this Agreement, the Trustee may appoint a successor having a net worth of not less than $15,000,000 and which is a FNMA or FHLMC approved seller/servicer in good standing and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Master Servicer under this Agreement, except as aforesaid, if the Trustee receives a letter from each Rating Agency that such appointment would not result in a reduction or withdrawal of the current rating of any Class of Certificates that is rated by a Rating Agency. Any co-trustee appointed pursuant to Section 10.10 for purposes of this Section 8.05 shall have an obligation to make Advances pursuant to Section 6.03 during such time as the Trustee is the Master Servicer, which obligation shall be joint and several with that of the Trustee as Master Servicer. If the Trustee has become the successor to the Master Servicer in accordance with this Section or Section 9.03, then notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $15,000,000 and which is a FNMA or FHLMC approved seller/servicer in good standing as the successor to the Master Servicer hereunder in the assumption of all of the responsibilities, duties or liabilities of the Master Servicer hereunder. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree or such court shall determine; provided, however, that no such compensation shall be in excess of that permitted under this Agreement without the consent of all of the Certificateholders. If the Master Servicer's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to Section 8.02, 8.04 or 9.01, the Master Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor or the Trust Fund. The resignation or removal of the Master Servicer pursuant to Section 8.02, 8.04 or 9.01 shall not become effective until a successor shall be appointed pursuant to this Section and shall in no event relieve the Master Servicer of liability for breach of the representations and warranties made pursuant to Section 3.04. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Master Servicer and to the Trustee an instrument accepting such appointment, 94
EX-4101st Page of 202TOC1stPreviousNextBottomJust 101st
whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer, with like effect as if originally named as a party to this Agreement and the Certificates. Any termination or resignation of the Master Servicer or this Agreement pursuant to Section 8.02, 8.04, 9.01 or 11.01 shall not affect any claims that the Trustee may have against the Master Servicer for events or actions taken or not taken by the Master Servicer arising prior to any such termination or resignation. The Master Servicer shall timely deliver to the successor the funds that were, or were required to be, in the Certificate Account and the Escrow Account, if any, and all Mortgage Files and related documents, statements and recordkeeping held by it hereunder and the Master Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer. Upon a successor's acceptance of appointment as such, the Master Servicer shall notify, in writing, the Trustee, the Certificateholders and each Rating Agency of such appointment. Section 8.06. Maintenance of Ratings. The Master Servicer shall cooperate with the Company and take any action that may be reasonably necessary to maintain the current rating or ratings on the Certificates. [End of Article VIII] ARTICLE IX DEFAULT Section 9.01. Events of Default. If one or more of the following Events of Default shall occur and be continuing, that is to say: (i) any failure by the Master Servicer to remit to the Trustee or the Paying Agent, as the case may be, or to cause the Paying Agent to make, any payment required to be made or distributed under the terms of this Agreement which continues unremedied for a period of three Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee or the Company or to the Master Servicer, the Trustee and the Company by the Holders of Certificates of any Class evidencing, as to such Class, Percentage Interests aggregating not less than 25%; or (ii) a breach by the Master Servicer in a material respect of any representation or warranty set forth in Section 3.04, or failure on the part of the Master Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer set forth in this Agreement, which continues unremedied 95
EX-4102nd Page of 202TOC1stPreviousNextBottomJust 102nd
for a period of 60 days after the date on which written notice of such breach or failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee or the Company or to the Master Servicer, the Trustee and the Company by the Holders of Certificates of any Class evidencing, as to such Class, Percentage Interests aggregating not less than 25%; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or (iv) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of the Master Servicer's property; or (v) the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) any failure by the Master Servicer to make an Advance required to be made under Section 6.03 which continues unremedied for a period of five days; or (vii) the Master Servicer shall have notified the Trustee of its determination not to make an Advance required to be made under Section 6.03; then, and in each and every such case (except where such event has occurred as a result of the revocation by the Trustee, pursuant to Section 5.09, of the Master Servicer's right to withdraw funds from the Certificate Account), so long as an Event of Default shall not have been remedied, the Trustee shall notify any co-trustee (and include in any such notice the amount of Advances for the following Remittance Date, unless the Trustee cannot ascertain such amount) and the Trustee and, if the Trustee fails to do so, any co-trustee, shall notify the Certificateholders and each Rating Agency of such Event of Default. The Trustee may, and at the written direction of the Holders of Certificates evidencing Percentage Interests aggregating more than 50%, or in the case of paragraph (vi) or (vii) above, shall, by notice in writing, to be received on the same day, to the Master Servicer in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. The obligation of the Trustee referred to in the preceding sentence relating to the written notice with respect to (vi) or (vii) above shall also be an obligation of any co-trustee appointed pursuant to Section 10.10. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to 96
EX-4103rd Page of 202TOC1stPreviousNextBottomJust 103rd
Section 8.05. Upon written request from the Trustee, the Master Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Master Servicer's sole expense. The Master Servicer agrees to cooperate with the Trustee and any co-trustee in effecting the termination of the Master Servicer's responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited or should have been credited by the Master Servicer to the Certificate Account or Escrow Account or thereafter received with respect to the Mortgage Loans. The Trustee will have no obligation to take any action or institute, conduct or defend any litigation under this Agreement at the request, order or direction of any of the Holders of Certificates unless such Certificateholders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which the Trustee may incur. Section 9.02. Waiver of Defaults. The Trustee may waive any default, other than the default referred to in Sections 9.01(vi) and 9.01(vii), by the Master Servicer in the performance of its obligations hereunder and its consequences, except that a default in the making of any required distribution on any of the Certificates may only be waived by the affected Certificateholders. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. Section 9.03. Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 9.01, the Trustee or its appointed agent shall be the successor in all respects to the Master Servicer to the extent provided in Section 8.05. Section 9.04. Notification to Certificateholders and the Rating Agencies. (a) Upon any such termination pursuant to Section 9.01, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to each Rating Agency. (b) Within 60 days of a Responsible Officer of the Trustee having received written notice of the occurrence of any Event of Default, the Trustee shall transmit by mail to all Holders of Certificates notice of each such Event of Default hereunder known to the Trustee, unless such Event of Default shall have been cured or waived. [End of Article IX] 97
EX-4104th Page of 202TOC1stPreviousNextBottomJust 104th
ARTICLE X CONCERNING THE TRUSTEE Section 10.01. Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to, and is empowered to, perform such duties and only such duties as are specifically set forth in this Agreement. Any permissive right of the Trustee as enumerated in this Agreement shall not be construed as a duty; provided that in case an Event of Default has occurred (which has not been cured), the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of such man's own affairs. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, and, if the Trustee is acting as the successor Master Servicer pursuant to Section 8.05 or 9.03, its own willful misconduct with respect to its servicing obligations; provided, however, that: (i) Prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement; (ii) The Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Certificateholders of any Class holding Certificates which evidence, as to such Class, Percentage Interests aggregating not less than 25% as to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement. Section 10.02. Certain Matters Affecting the Trustee. Except as otherwise provided in Section 10.01: (a) The Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, 98
EX-4105th Page of 202TOC1stPreviousNextBottomJust 105th
appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) The Trustee may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (c) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of such man's own affairs; (d) Neither the Trustee nor any of its directors, officers, employees or agents shall be personally liable for any action taken, suffered or omitted by it in good faith and believed by it or any of them to be authorized or within the discretion or rights or powers conferred upon the Trustee by this Agreement; (e) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates of any Class evidencing, as to such Class, Percentage Interests aggregating not less than 25% (in the case of conflicting requests by two or more 25% or greater Percentage Interests, the Trustee shall act in accordance with the first such request); provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to such proceeding. The reasonable expense of every such examination shall be paid by the Master Servicer, if an Event of Default shall have occurred and is continuing, and otherwise by the Certificateholder or Certificateholders requesting the investigation; (f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys; and 99
EX-4106th Page of 202TOC1stPreviousNextBottomJust 106th
(g) Nothing in this Agreement shall be construed to require the Trustee (acting in its capacity as Trustee) to expend its own funds. Section 10.03. Trustee Not Liable for Certificates or Mortgage Loans. The recitals contained herein and in the Certificates (other than the authentication of the Certificates by an authorized signatory of the Trustee) shall be taken as the statements of the Company or the Master Servicer, as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations or warranties as to the validity or sufficiency of this Agreement or of the Certificates (except that the Certificates shall be duly and validly authenticated by it) or of any Mortgage Loan or related document. The Trustee shall not be accountable for the use or application by the Company or the Master Servicer of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Company or the Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Certificate Account by the Company or the Master Servicer. The Trustee, in its capacity as trustee hereunder, shall have no responsibility for the timeliness or the amount of payments made by the Paying Agent to the Certificateholders. Section 10.04. Trustee May Own Certificates. The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not Trustee. Section 10.05. Fees and Expenses. The Master Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Master Servicer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ, and the expenses incurred by the Trustee in connection with the appointment of an office or agency pursuant to Section 10.11) except any such expense, disbursement or advance as may arise from its negligence or bad faith. Notwithstanding anything to the contrary in this Agreement, this Section shall survive the termination of this Agreement. Section 10.06. Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation having its principal office in a state and city acceptable to the Company and organized and doing business under the laws of such state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. The Trustee shall not be an affiliate of any Mortgage Loan Seller or the Company. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this 100
EX-4107th Page of 202TOC1stPreviousNextBottomJust 107th
Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 10.07. Section 10.07. Resignation and Removal of the Trustee. The Trustee, and any co-trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Company, the Master Servicer and each Rating Agency. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 and shall fail to resign after written request therefor by the Company, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Company may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Company, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Company and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice. Section 10.08. Successor Trustee. Any successor trustee appointed as provided in Section 10.07 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become 101
EX-4108th Page of 202TOC1stPreviousNextBottomJust 108th
effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder, and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06. Prior to the appointment of any successor trustee becoming effective, the Company shall have received from each Rating Agency written confirmation that such appointment would not result in a reduction of the rating of the Class A or Class M Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, to the Master Servicer, any Sub-Servicer and to each Rating Agency. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company. Section 10.09. Merger or Consolidation of Trustee. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be eligible under the provisions of Section 10.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 10.10. Appointment of Co-Trustee or Separate Trustee. At any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Company and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, of any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 10.10, such powers, duties, obligations, rights and trusts as the Company and the Trustee may consider necessary or desirable. If the Company shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 10.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 10.08 hereof. In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 10.10 all rights, powers, duties and obligations conferred or imposed upon the Trustee 102
EX-4109th Page of 202TOC1stPreviousNextBottomJust 109th
shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly and severally, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article X. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee. Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. Section 10.11. Appointment of Office or Agency. The Trustee may appoint an office or agency in The City of New York where Certificates may be surrendered for registration of transfer or exchange. The Trustee will maintain an office at the address stated in Section 12.07 hereof where notices and demands to or upon the Trustee in respect of the Certificates may be served. [End of Article X] ARTICLE XI TERMINATION Section 11.01. Termination. The respective obligations and responsibilities of the Company, the Master Servicer (except the duty to pay the Trustee's fees and expenses and indemnification hereunder) and the Trustee shall terminate upon (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and the remittance of all funds due hereunder; or (ii) at the option of the Master Servicer, on any Remittance Date which occurs in the month next following a Due Date on which the aggregate unpaid Principal Balance of all Outstanding Mortgage Loans is less than 5% of the aggregate unpaid Principal Balance of the Mortgage Loans on the Cut-off Date, so long as the Master Servicer deposits or causes to be deposited in the Certificate Account during the Principal Prepayment Period related to such Remittance Date (and provides notice to the Trustee of its intention to so deposit on or before the 20th day of such Principal Prepayment Period) an amount equal to the Purchase Price for each Outstanding Mortgage Loan, less any unreimbursed 103
EX-4110th Page of 202TOC1stPreviousNextBottomJust 110th
Advances made with respect to any Mortgage Loan (which amount shall offset completely any unreimbursed Advances for which the Master Servicer is otherwise entitled to reimbursement), and, with respect to all property acquired in respect of any Mortgage Loan remaining in the Trust Fund, an amount equal to the fair market value of such property, as determined by an appraisal to be conducted by an appraiser selected by the Trustee, less unreimbursed Advances made with respect to any Mortgage Loan with respect to which property has been acquired; provided, however, that in no event shall the aggregate purchase price of the Mortgage Loans and other property purchased pursuant to this Section 11.01 be less than the then aggregate Outstanding Certificate Principal Balance of the Class A and Class M Certificates, together with accrued interest thereon at the Net Mortgage Rate and provided further, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James's, living on the date hereof. Notwithstanding the foregoing, a termination may be effected by the making of such optional repurchases only if the Trustee has received an Opinion of Counsel that the termination of the Trust Fund will constitute a "qualified liquidation" of the Trust Fund within the meaning of Section 860F(a)(4) of the Code and that the purchases of the Outstanding Mortgage Loans pursuant to the Section 11.01 will not constitute "prohibited transactions" within the meaning of Section 860F(a)(2) of the Code. Notice of any termination, specifying the Remittance Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Trustee (upon direction by the Company 10 days prior to the date such notice is to be mailed) by signed letter to Certificateholders and each Rating Agency mailed no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Remittance Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Remittance Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Master Servicer shall indicate the date of adoption of the plan of qualified liquidation in a statement attached to the final federal income tax return of the Trust Fund. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Master Servicer's election to purchase the Outstanding Mortgage Loans, the Master Servicer shall deposit in the Certificate Account after adoption of the plan during the applicable Principal Prepayment Period an amount equal to the purchase price as determined as provided in clause (ii) of the preceding paragraph and on the Remittance Date on which such termination is to occur, Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon presentation and surrender of the Certificates, the Trustee shall notify the Master Servicer and the Master Servicer shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Remittance Date, if not in connection with a purchase; or (b) if the Master Servicer elected to so purchase, the purchase price determined as provided in clause (ii) of the preceding paragraph. Following such final deposit the Trustee shall promptly release to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer and shall have no further responsibility with regard to said Mortgage Files. 104
EX-4111th Page of 202TOC1stPreviousNextBottomJust 111th
If all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, at the close of the 90 day period beginning after the written notice is given, each remaining Certificateholder will be credited with an amount that would have been otherwise distributed to such Certificateholder, and the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee shall appoint an agent to take appropriate and reasonable steps to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in the Trust Fund hereunder. [End of Article XI] ARTICLE XII MISCELLANEOUS PROVISIONS Section 12.01. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. Section 12.02. Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding-up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and the Holders of Certificates of any Class evidencing in the aggregate not less than 25% of the Percentage Interests of such Class shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder (in the case of conflicting requests by two or 105
EX-4112th Page of 202TOC1stPreviousNextBottomJust 112th
more 25% or greater Percentage Interests, the Trustee shall act in accordance with the first such request) and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of Certificateholders of such Class or all Classes, as the case may be. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Section 12.03. Amendment. This Agreement may be amended from time to time by the Company, the Master Servicer and the Trustee, without the consent of any of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, to ensure continuing treatment of each REMIC Pool as a REMIC, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be materially inconsistent with the provisions of this Agreement, provided that such actions shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder of a Class having an Outstanding Certificate Principal Balance of greater than zero. This Agreement may also be amended from time to time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interest of each Class of Certificates having an Outstanding Certificate Principal Balance greater than zero and affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) reduce the aforesaid percentage of Certificates of any class the Holders of which are required to consent to any such amendment or (iii) change the percentage specified in clause (ii) of the first paragraph of Section 11.01, without the consent of the Holders of all Certificates of such Class then outstanding. Promptly after the execution of any such amendment the Trustee shall furnish written notification of the substance of such amendment to each Certificateholder and each Rating Agency. It shall not be necessary for the consent of Certificateholders under this Section 12.03 to approve the particular form of any proposed amendment but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of 106
EX-4113th Page of 202TOC1stPreviousNextBottomJust 113th
evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe. Section 12.04. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Section 12.05. Duration of Agreement. This Agreement shall continue in existence and effect until terminated as herein provided. Section 12.06. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Section 12.07. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by first class or registered mail, postage prepaid, to (i) in the case of the Company, MorServ, Inc., c/o Chase Manhattan Mortgage Corporation, 343 Thornall Street, Edison, New Jersey 08837, Attention: President, (ii) in the case of the Master Servicer, Chase Manhattan Mortgage Corporation, 200 Old Wilson Bridge Road, Worthington, Ohio 43085-8500, Attention: Investor Relations (with a copy to Chase Manhattan Mortgage Corporation, 343 Thornall Street, Edison, New Jersey 08837, Attention: Structured Finance), (iii) in the case of the Trustee, Citibank, N.A., 120 Wall Street, New York, New York 10043, telecopy number (212) 480-1615, Attention: Corporate Trust Department, (iv) in the case of S&P, Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., 25 Broadway, New York, New York, 10004, (v) in the case of Moody's, Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: Residential Pass-Through Surveillance, and (vi) in the case of any of the foregoing persons, such other addresses as may hereafter be furnished by any such persons to the other parties to this Agreement. Section 12.08. Further Assurances. The Mortgage Loan Seller and the Master Servicer agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Trustee more fully to effect the purposes of this Agreement, including, without limitation, the execution of any financing statements and the preparation for execution by the Trustee of any continuation statements relating to the Co-op Loans for filing under the provisions of the Uniform Commercial Code as in effect in the jurisdiction in which the mortgaged Property related to the affected Co-op Loan is located. The Trustee agrees that it shall promptly execute and redeliver to the Mortgage Loan Seller or the Master Servicer for filing any such continuation statement so prepared by the Mortgage Loan Seller relating to the Co-op Loans. [End of Article XII] 107
EX-4114th Page of 202TOC1stPreviousNextBottomJust 114th
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written. MORSERV, INC. By: /s/ MICHAEL D. KATZ ------------------------- Name: Michael D. Katz Title: Senior Vice President CHASE MANHATTAN MORTGAGE CORPORATION By: /s/ ROBERT J. KENT ------------------------- Name: Robert J. Kent Title: Senior Vice President CITIBANK, N.A., as Trustee By: /s/ DENISE BANASZEK ------------------------- Name: Denise Banaszek Title: Senior Trust Officer 108
EX-4115th Page of 202TOC1stPreviousNextBottomJust 115th
EXHIBIT A MORTGAGE LOAN SCHEDULE
EX-4116th Page of 202TOC1stPreviousNextBottomJust 116th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street One 1 3586800 500,000.00 482,466.84 360 9.875 4,341.75 300 TOM WARD 1431 SOUTH CHERRYVALE RD One 2 3590341 240,000.00 229,724.85 360 9.5 2,018.05 296 JOHN E. STROUD 15750 SIESTA GROVE One 3 3592529 247,400.00 235,890.27 360 9 1,984.02 298 DAVID C. KNECHT 25372 ELDERWOOD One 4 3603716 333,000.00 320,386.12 360 8.875 2,649.50 305 HARMAN CADIS 1465 E. SILVERWOOD DRIVE One 5 3604151 272,250.00 261,936.99 360 8.875 2,166.15 305 JAMES GUYER 4701 E. VALLEY VISTA LANE One 6 3606394 268,125.00 257,377.52 360 9.375 2,230.13 298 ROBERT W. WALTER 7945 SO. EUDORA CIRCLE One 7 3607820 244,800.00 232,341.09 360 8.5 1,878.24 297 BRENT L. BROWNING 983 #B LA MESA TERRACE One 8 3626802 251,250.00 238,153.64 360 9.125 2,044.26 304 BRUCE A. DAVIS 700 TALON DRIVE One 9 3680466 285,750.00 275,674.12 360 9.5 2,402.75 303 LYNN S. KIEHNE 1200 MONTICELLO BLVD One 10 3683384 215,000.00 204,926.68 360 8.25 1,595.93 313 JOHN A. GATTO 3350 CEDAR HEIGHTS DRIVE One 11 3693130 235,000.00 226,409.06 360 9.875 2,040.62 298 DARELL L. IMLER 780 OLD WESTBURY ROAD One 12 3705192 208,000.00 200,999.73 360 9.75 1,787.05 303 PAUL C. CURTIS 894 CORDERO LANE One 13 3711800 210,000.00 202,045.01 360 8.875 1,670.86 305 LOWELL M. SALTER 12736 SHINNECOCK WAY One 14 3714580 300,000.00 287,550.04 360 8.375 2,280.22 305 CRAIG STREIT 7701 S. PITKIN COURT One 15 3963857 220,700.00 212,464.84 360 9.875 1,916.45 297 NANCY K. PECHT 2239 DRYDEN ROAD One 16 3975801 286,850.00 276,391.44 360 10 2,517.32 297 KEVIN B. FINKEL 2130 NORTH BLVD One 17 4018948 209,250.00 201,013.99 360 9.25 1,721.45 300 JORGE A. HERNANDEZ 871 VIA ALEGRE LANE One 18 4053086 309,500.00 297,620.98 360 9.5 2,602.45 299 RAMAN B. KALIDAS 14312 HUGHES LANE One 19 4160665 270,000.00 259,558.20 360 9 2,172.49 303 ROBERT A. HUME 14220 HOGAN DRIVE One 20 4161930 218,000.00 203,696.15 360 8 1,568.25 305 JAMES C. GINN II 973 INNSWOOD COURT One 21 4161941 220,000.00 211,666.51 360 8.875 1,750.42 305 ALEXANDER 219 SHADY OAKS CIRCLE NICHOLAS, III One 22 4164258 269,600.00 259,642.85 360 9.25 2,217.94 303 DAVID T. MILTON 42 HILLTOP ROAD One 23 4167267 260,000.00 251,074.34 360 9.875 2,257.71 301 DAVID J. LENDERMAN 505 N LAKE SHORE DR #5902 One 24 4172336 219,000.00 211,183.09 360 9.5 1,841.48 303 VERNON D. NADEN, JR. 16571 APPLE LANE One 25 4173929 500,000.00 478,794.20 360 8.375 3,800.37 304 ALLAN P. HANSBERGER 1755 PERSIMMON DRIVE One 26 4175630 250,000.00 240,781.12 360 9.375 2,079.38 302 JAY W. WAGER 10305 WALAVISTA ROAD One 27 4175877 300,000.00 288,543.82 360 9.25 2,468.03 303 MICHAEL McHALE 1949 PORT CARDIGAN PLACE One 28 4176086 228,750.00 220,301.99 360 9.25 1,881.87 303 STEVEN M. WYATT 25322 POSADA LANE One 29 4181610 210,000.00 200,900.56 360 8.375 1,596.16 303 ANDREW N. BERAN 2155 HUMPHRIES COURT One 30 4189248 650,000.00 625,403.15 360 9 5,230.05 304 ROGER L. WHITING 697 N. SAN ANTONIO ROAD One 31 4189849 230,400.00 220,231.40 360 9 1,853.86 305 LAWRENCE R. HANNA 141 KINGSWOOD CIRCLE One 32 4190178 277,500.00 266,744.21 360 8.75 2,183.10 305 ROBERT J. GLOVER JR. 16590 COLUMBIA DRIVE One 33 4198307 220,000.00 211,472.63 360 8.75 1,730.75 305 WILLIAM L. BISHOP 489 PINEWOODS DR One 34 4206904 249,000.00 240,451.97 360 9.875 2,162.19 301 GEORGE HORTON LOT 5 CHRISTOPHER LANE One 35 4222241 295,200.00 284,464.12 360 9.625 2,509.17 301 JAMES HOLTZ 12134 RIP VAN WINKLE DR One 36 4224065 239,400.00 229,091.56 360 9 1,926.27 302 JONATHAN E. PARKER 13319 HAVERSHIRE LANE One 37 4226639 750,000.00 720,959.93 360 8.875 5,967.34 304 EDWARD C. BAILEY 2405 COLONIOL DR Page 1
EX-4117th Page of 202TOC1stPreviousNextBottomJust 117th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street One 38 4226774 250,000.00 239,599.71 360 8.75 1,966.76 308 JACK SCOGGINS, JR 3 MILE LANE SHARY RD One 39 4227642 218,950.00 210,463.33 360 8.75 1,722.49 305 P. STAUBUS 2209 CHAD'S CREEK One 40 4334846 222,000.00 214,714.12 360 10 1,948.21 302 RICHARD COOPER DINGEE ROAD One 41 4347575 228,000.00 220,339.37 360 9.875 1,979.84 302 RICHARD E. SWIFT,JR NORTH LINK STREET ROAD One 42 4613307 224,000.00 215,707.84 360 9 1,802.36 305 ROBERT W. WRIGHT 31935 AVENIDA EVITA One 43 4614751 277,500.00 267,472.37 360 9.25 2,282.93 304 ROBERT T. JOHNSON 25141 VIA PLAYA One 44 4614944 224,800.00 216,486.86 360 9.125 1,829.05 304 JOHN T. HOGAN 26491 SAN TORINI ROAD One 45 4615110 310,000.00 294,692.11 360 8.25 2,312.07 305 VICTOR J. LAPORTA 5845 SW 107TH STREET One 46 4617749 236,449.00 227,669.50 360 8.875 1,881.30 306 RICHARD M. HEATH 2470 SOUTH COLUMBINE STRE One 47 4618967 231,950.00 222,534.03 360 8.375 1,762.99 306 TRACY W. SCHULIS 4806 CULBREATH ISLES WAY One 48 4620936 209,000.00 194,353.70 360 8.25 1,517.63 310 DANIEL R. ALLAN 7352 HUNT CLUB LANE One 49 4630601 260,000.00 249,920.59 360 8.75 2,045.43 305 ERIC S. MINTZ 4331 KESTER AVENUE One 50 4630951 580,000.00 558,513.60 360 8.875 4,614.75 306 JOHN W. GETZ 402 21ST PLACE One 51 4631910 274,500.00 264,558.40 360 8.875 2,184.05 307 HAROLD V. HALL 24992 EATON LANE One 52 4632731 310,000.00 297,031.13 360 9.5 2,606.65 307 HELEN CHOI 442 NORTH GARDNER #201 One 53 4633643 330,000.00 317,209.26 360 8.75 2,596.12 305 EDWARD J. RAND 1326 PRESERVE CIRCLE One 54 4639661 256,200.00 242,837.87 360 8.5 1,969.96 308 JAMES H. COX III 5710 THOUSAND OAKS DRIVE One 55 4639672 250,000.00 240,299.51 360 8.5 1,922.29 307 DOMINIC V. CONSORTE 6611 BUBBLINGWELL PLACE One 56 4646645 300,000.00 288,358.81 360 8.375 2,280.22 308 DONALD J. ARENSON . WOODCREEK ROAD One 57 4647852 302,000.00 288,877.57 360 7.75 2,163.57 308 JERRY FEIG 2040 KIPLING CT One 58 4649326 550,000.00 530,077.83 360 8.75 4,326.86 308 CHARLES D. DEAN III 4256 CLOUDMONT DR One 59 4654097 265,000.00 234,587.74 360 8.5 1,879.84 307 ROBERT K. JONES 360 HIDDEN CREEK One 60 4654654 225,000.00 216,067.96 360 8.375 1,710.17 307 DONALD S. GILLESPIE 4842 FOREST HILL DRIVE One 61 4658757 388,000.00 369,091.03 360 7.625 2,730.74 309 MARK A. SITARIK 5836 OXFORD ROAD One 62 4661230 220,000.00 210,151.42 360 7.875 1,595.16 307 PETER J. CONWAY 5608 ASHEFORDE LANE One 63 4666620 280,000.00 269,622.46 360 8.75 2,202.77 307 LYNN D. DUNN 2807 REGNER ROAD One 64 4716650 637,500.00 620,016.13 360 7.875 4,622.32 325 MARK BLUM 17 CROSS GATE One 65 4718203 834,000.00 808,108.40 360 8.375 6,339.00 317 NANCY J. GELTMAN RED GATE ROAD One 66 4725560 280,000.00 269,254.13 360 7.375 1,933.89 319 MATTHEW GALLAGHER 132 COTTAGE PLACE One 67 4731507 270,000.00 259,285.90 360 8.5 2,076.07 306 IRA T. KING 4225 STANFORD AVE. One 68 4731722 314,750.00 301,476.72 360 8.5 2,420.16 308 ALLEN J. ROGERS 3314 SUNSET BLVD. One 69 4731813 259,900.00 249,582.02 360 8.25 1,952.55 308 MICHAEL E. STANKY 1125 ASHINGTON PLACE One 70 4732430 253,350.00 243,741.00 360 8.5 1,948.05 308 GARY L. ROSE 9410 WINDRUSH DR. One 71 4733488 226,050.00 218,412.39 360 9.125 1,839.22 308 ALAN S. PENNINGTON 13314 ST MARYS STREET One 72 4733659 230,000.00 218,902.84 360 7.875 1,656.22 310 MICHAEL P. COSTELLO 7015 HILLGREEN CIRCLE One 73 4733976 280,000.00 269,621.14 360 8.625 2,177.82 308 JAMES P. STAAB 205 MADISON SQUARE One 74 4734731 264,000.00 251,015.91 360 7.75 1,880.00 308 J M. WALKER 5326 BEAVER LODGE DRIVE Page 2
EX-4118th Page of 202TOC1stPreviousNextBottomJust 118th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street One 75 4734753 236,300.00 228,500.96 360 9.125 1,922.62 309 LARRY J. MC BRIDE 3409 LOUIS DRIVE One 76 4735235 468,000.00 453,214.83 360 9.25 3,850.13 310 GEORGE L. SHERMAN 2211 GOLDEN POND DRIVE One 77 4735359 367,650.00 356,605.61 360 9.625 3,124.99 309 WILLIAM D. KERFOOT 3522 DURNESS WAY One 78 4735869 231,200.00 220,144.25 360 8.125 1,702.12 309 DAVID A. ARCHER 2322 DUNSTAN One 79 4750986 390,000.00 376,257.41 360 8.25 2,929.94 313 DAVID W. WILSON 2003 VIA TUSCANY One 80 4755028 275,000.00 265,922.93 360 9.25 2,262.36 308 KARL G. SCHNELLINGER 19919 STOUGH FARM ROAD One 81 4768610 1,000,000.00 966,301.13 360 8.625 7,777.90 312 DENNIS M. NIGRO 304 LA COSTA AVENUE One 82 4769328 235,000.00 227,157.26 360 9.5 1,976.01 309 MICHAEL ELLIOT 4444 WILSHIRE BLVD N #302 One 83 4769690 244,500.00 235,347.97 360 9.5 2,041.74 309 RON GLICKMAN 2020 PULLMAN LANE #1 One 84 4772377 400,000.00 385,577.12 360 8.125 2,969.99 313 ANTHONY B. POST 28550 SETTLERS LANE One 85 4778599 220,050.00 210,427.73 360 8 1,604.73 312 ROBERT ALLEN 9723 BROKEN BOW RD One 86 4778657 268,200.00 259,397.84 360 9 2,158.00 312 DONALD R. MARTIN 257 MAYERLING One 87 4778941 239,500.00 231,046.37 360 8.375 1,820.38 312 MYRON G. BLALOCK III 5315 DOLIVER DR One 88 4779820 425,000.00 409,999.36 360 8.375 3,230.31 312 WILLIAM A. PHILLIPS 15823 SYLVAN LAKE One 89 4780524 226,000.00 216,696.49 360 8.5 1,737.75 314 PAUL A. MESSINA 3127 IVY FALLS DR One 90 4780965 230,000.00 222,276.96 360 8.375 1,748.17 314 CARL J. RICHE 5104 CANYONGATE DRIVE One 91 4781174 248,400.00 239,471.31 360 8 1,822.68 315 WILLIAM J. KLISH 12523 BOHEME ST One 92 4781210 369,100.00 355,172.66 360 7.75 2,644.28 314 TED C. FULLERTON 5713 BROKEN WOOD COURT One 93 4781243 256,000.00 246,599.23 360 7.75 1,834.02 315 JOHN P. HARVELL 6502 EMERALD DRIVE One 94 4781276 236,250.00 227,731.46 360 8.125 1,754.15 313 HERMAN CHARLTON 7046 NORTHAVEN RD One 95 4781786 209,700.00 202,154.33 360 8 1,538.71 314 JEFFREY M. SHKOLNICK 709 COUNTRY LANE One 96 4781822 292,500.00 282,229.05 360 8 2,146.47 315 ROBERT BOYER 4428 HOLLOW OAK DRIVE One 97 4782188 245,000.00 236,183.85 360 8 1,797.73 314 JAMES D. BROWN 5 HILSHIRE GROVE One 98 4788661 800,000.00 774,986.74 360 7.25 5,457.41 324 JOHN D. BURKE JR 6 AVENUE TWO RIVERS SOUTH One 99 4818660 277,200.00 270,007.37 360 7.375 1,914.55 329 GREGORY S. BISACCHI 130 MOUNTAIN ROAD One 100 4819404 260,750.00 253,838.17 360 7.25 1,778.77 329 LINDA M. ROHRER 3835 CENTRAL AVENUE One 101 4819878 452,000.00 442,623.02 360 7.75 3,238.18 333 THOMAS N. SALZANO 339 RIDGEWOOD AVENUE One 102 4919023 518,000.00 500,088.95 360 8.875 4,121.44 309 EUGENE A. TOLEN 1855 SIERRA SAGE LN One 103 4934446 261,000.00 251,390.85 360 7.875 1,892.44 314 JOHN R. SMITH 3710 HAZEL LANE One 104 4941339 211,000.00 200,184.11 360 8 1,539.67 312 SPENCER E. GILLEON 2535 NOBLE COURT One 105 4944144 600,000.00 579,902.70 360 8.25 4,507.60 315 D P. SEIERSEN 0060 WILDWOOD LANE One 106 4944938 279,000.00 266,283.52 360 8.125 2,051.10 313 STEVEN D. MCDANIEL 1829 LINDEN LAKE ROAD One 107 4961198 220,116.00 210,636.32 360 8.5 1,676.01 313 PATRICK B. CARNEY 1215 SYDNEY AVENUE One 108 4969495 300,000.00 288,176.47 360 7.5 2,097.65 314 RONALD J. PETRUS W303 N1551 ARBOR DRIVE One 109 4972354 284,800.00 274,293.66 360 7.875 2,065.00 314 JAMES R. MCADORY III 113 RAPID RIVER TRAIL One 110 4973448 341,200.00 329,770.90 360 8.25 2,563.33 315 JOE H. FARRAR 1075 SCHEPPERGRELL DRIVE One 111 4979772 219,500.00 210,338.74 360 8.25 1,634.97 315 JEFFREY A. FORTIER 2523 CHERRYVALE COURT Page 3
EX-4119th Page of 202TOC1stPreviousNextBottomJust 119th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street One 112 4994958 500,000.00 478,442.38 360 8.875 3,978.23 317 ROBERT B. GROSSMAN 601 CHAROLAIS CIRCLE One 113 4995881 304,000.00 290,438.31 360 8.125 2,233.05 315 DANNY C. MCLEMORE SR 3334 CARNEGIE LANE One 114 4996385 315,000.00 304,597.17 360 8.25 2,366.49 316 JOSEPH W. HOLLIDAY 211 ROCKINGHAM ROAD One 115 5097950 250,000.00 244,523.73 360 7.875 1,812.68 331 DENNIS L. BROWN 14028 S 24TH WAY One 116 5211091 257,600.00 245,582.69 360 7.5 1,801.18 324 DONNIE BRAUNSTEIN 7 HORIZONS ROAD One 117 5317128 400,000.00 388,793.01 360 7.5 2,796.86 326 THOMAS WALSH 160 COMMODORE DRIVE One 118 5639204 252,000.00 217,491.98 360 8 1,655.08 317 ALFRED V. PAPIERSKI 4220 NE 23 AVENUE One 119 5708657 250,000.00 241,291.31 360 7.625 1,769.49 318 MICHAEL T. MCMAHON 7606 FOXFIRE DR One 120 5790228 336,000.00 326,504.98 360 8.875 2,673.37 317 MATTHEW H. GREENBAUM 4800 BEAU LAC LANE One 121 5803421 280,000.00 270,589.47 360 7.5 1,957.81 320 BARDEN T. FRANKEL 11839 PORTER VALLEY DRIVE One 122 5805879 280,000.00 271,542.52 360 7.625 1,981.83 325 JOHN ANDRUSKA 846-848 N. SIERRA BONITA One 123 5807808 553,000.00 536,999.03 360 7.5 3,866.66 325 MARK COPPOS 24632 MALIBU ROAD One 124 5808593 263,500.00 255,514.84 360 7.25 1,797.54 325 PAUL E. SOLL 17624 CORINTHIAN DRIVE One 125 5808899 860,000.00 834,762.27 360 7.25 5,866.72 326 JEFFREY M. SCHULEIN 15 LINDA ISLE One 126 5809381 588,750.00 571,742.17 360 7.25 4,016.32 327 RONALD J. NELSON 603 OCEAN AVE #2N One 127 5820089 236,700.00 228,147.17 360 8.125 1,751.05 317 ALAN J. CULVERHOUSE 9035 N. 100TH PLACE One 128 5824228 492,000.00 478,091.12 360 7.625 3,482.35 325 MARK D. MAKLIN 55 E. CALLE ENCANTO One 129 5828896 352,000.00 342,883.81 360 7.375 2,431.18 329 RICHARD D. SABA 8010 N. VIA DE LAGO One 130 5850793 272,000.00 262,557.41 360 7.625 1,925.20 318 ALEXANDER T. MCMAHON 5010 BLACKBIRD WAY One 131 5853929 211,900.00 205,223.89 360 7.375 1,463.55 323 JOHN W. GIBSON 4623 NASSAU COURT One 132 5854987 382,000.00 370,456.92 360 7.625 2,703.78 324 BARBARA L. FULLER 999 GREEN ST #1404 One 133 5855811 330,000.00 320,434.00 360 7.375 2,279.23 326 MARK P. VAN NIEKERK 5 ABBOTT COURT One 134 5857577 400,000.00 389,519.99 360 7.5 2,796.86 328 JOEL D. TALCOTT 406 E EDITH AVE One 135 5857985 365,000.00 354,473.28 360 7.25 2,489.95 327 R. K. JOERGER 1160 EUREKA AVENUE One 136 5896320 236,500.00 227,580.11 360 7.75 1,694.32 323 JAMES K. GOLDSTON 4409 CLINCH VIEW LANE One 137 5904510 300,000.00 293,179.77 360 7.75 2,149.24 331 JUANITO K. PUNG EDWARDS LANE One 138 5993906 233,000.00 227,241.89 360 7.625 1,649.16 329 SHELBY M BRUNS 340 EAST ACRE DRIVE One 139 6367416 300,000.00 286,056.00 360 8.75 2,367.42 294 FRED QUELLER WILKES LANE & HEDGES LANE One 140 6376122 264,000.00 244,785.24 360 7.75 1,859.25 295 ERIC S. PETERSEN 51 FOREST AVENUE #43 One 141 6382431 348,000.00 330,420.64 360 7.5 2,460.61 296 KENNETH R. SONENCLAR 172 SYCAMORE LANE One 142 6396753 310,000.00 298,638.92 360 9.75 2,663.38 299 WILLIAM J. BALDIE 303 EAST 43RD STREET #2B One 143 6407962 240,000.00 228,951.89 360 8.875 1,903.54 299 RICHARD ROBINSON 90 CLAIRMONT DRIVE One 144 6412281 492,000.00 465,838.52 360 7.875 3,556.93 300 DAVID BRADLEY 17 HEWITT AVE. One 145 6415202 213,000.00 173,394.02 360 8 1,335.51 302 CHRISTINE BIELSKI 230 CENTRE STREET One 146 6417944 240,000.00 228,186.37 360 7.375 1,667.77 300 ERIC BOBER 8 OLD OAK ROAD One 147 6423110 230,000.00 219,466.00 360 8.625 1,782.39 302 EWA GUTMAN 35 OVERLOOK ROAD One 148 6424305 300,000.00 282,718.87 360 7.75 2,135.51 303 PHILIP PALAZZO 188 RANGE RD. Page 4
EX-4120th Page of 202TOC1stPreviousNextBottomJust 120th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street One 149 6424611 243,000.00 233,288.07 360 9.125 1,976.04 301 PAUL H. BROOMFIELD 40 STONEHURST LANE One 150 6426694 268,000.00 257,608.08 360 9.25 2,204.78 301 STEVEN B. ABRAMS 17 JEFFERSON LANE One 151 6431140 337,600.00 324,242.03 360 8.875 2,686.10 303 SHLOMO ARON-BAYOF 16 SOUTH DRIVE One 152 6433292 439,800.00 421,880.66 360 8.5 3,381.69 306 JAMES M. STUART 62 LINCOLN AVENUE One 153 6434717 270,000.00 260,256.12 360 9.375 2,245.73 303 B T. BENEZET 40 ASHLEY RD One 154 6438729 257,000.00 247,032.25 360 8.625 1,998.92 306 JOSEPH H. DONOVAN 3298 TIERNEY PLACE One 155 6441891 400,000.00 386,129.26 360 9.5 3,363.42 304 ALBERT ESPOSITO 935 ESPLANADE AVENUE One 156 6443401 380,000.00 359,377.64 360 8.625 2,915.96 303 FRANK T. HAU 145 EILEEN DR One 157 6444878 208,000.00 198,655.08 360 8.625 1,611.88 303 M B. CICATELLI 110 W 86TH ST #17B One 158 6449420 305,000.00 284,080.79 360 7.875 2,157.77 305 ELLEN O. GOODMAN 320 HAMILTON ROAD One 159 6451670 278,000.00 267,636.59 360 9.125 2,261.91 304 LEONARD AUBREY 727 SHORE ACRES DRIVE One 160 6452231 405,000.00 390,042.58 360 9.25 3,331.84 303 VANN BRUNSON 37 EAMES BLVD. One 161 6455182 500,000.00 478,942.10 360 9.25 4,077.89 307 KENNETH C. WILLIG 16 E 96TH ST APT 6E One 162 6456684 255,000.00 245,747.91 360 8.875 2,028.90 307 SHLOMO LANG RR#2 BOX 142 GRANITE SPRI One 163 6457290 250,000.00 240,859.83 360 9.125 2,034.09 305 MARK E. GOLDBERG 137 BOULDER RIDGE ROAD One 164 6457949 340,000.00 328,712.96 360 9.375 2,827.95 307 JODEY SILLS 11 RIVERSIDE DR #12T-E One 165 6459570 218,800.00 208,158.71 360 8.75 1,721.31 305 VITAS MARTINENAS 90 HILL DRIVE One 166 6460863 224,000.00 215,514.74 360 8.875 1,782.25 305 RICHARD L. FRIEDLANDER 22 SUNNYSIDE PLACE #22 One 167 6461040 216,500.00 207,914.49 360 8.625 1,683.92 305 ARON GORNISH 509 BOWNE ROAD One 168 6461301 240,000.00 231,510.96 360 9.125 1,952.72 306 KIM LING 39 ROLLINGWOOD DRIVE One 169 6461935 400,000.00 380,183.52 360 9 3,218.50 308 JOHN P. EDDY 164 GLEN AVE. One 170 6463861 500,000.00 477,296.86 360 7.875 3,625.35 305 DANIEL SCHWARTZ 47 LENAPE DR One 171 6464977 308,000.00 294,234.18 360 8.875 2,450.59 305 MICHAEL J. MC BRIDE 2 DEEPWELL FARMS ROAD One 172 6465700 350,000.00 336,220.14 360 8.875 2,784.76 305 ARTHUR FRIED 6 NORTHVIEW COURT One 173 6465743 345,000.00 333,789.20 360 9.75 2,964.09 305 KAREN COX 247 CORLIES AVENUE One 174 6465970 275,400.00 266,094.83 360 9.125 2,240.75 308 MAX KATZ 23 E 10TH ST #226 & #227 One 175 6468173 300,000.00 288,635.91 360 8.875 2,386.94 305 SUSAN RUSSO 163 BOULDER RIDGE RD One 176 6469008 400,000.00 384,485.91 360 8.625 3,111.16 306 EDWARD PINELES MD 84-26 AVON STREET One 177 6469143 225,000.00 215,662.15 360 8.375 1,710.17 305 NORMAN BLOCK 3 SANFORD STREET One 178 6470812 280,000.00 270,163.50 360 9 2,252.95 308 ROBERT G. WASP JUNE ROAD RR#1 One 179 6471167 444,000.00 424,711.87 360 8 3,257.92 306 STEPHEN J. APPLE 260 SUNNY RIDGE RD One 180 6471371 250,000.00 241,354.23 360 9 2,011.56 308 JACOB FRIESEL 191 ROUND SWAMP ROAD One 181 6472080 770,000.00 741,970.83 360 9.25 6,334.61 304 CHRISTIAN BOEGNER 120 EAST 87TH ST. R/24A One 182 6474121 310,500.00 298,924.02 360 8.875 2,470.48 306 KEVIN J. STIMPSON 6 HIGHLAND AVE One 183 6475510 300,000.00 287,550.04 360 8.375 2,280.22 305 PAUL R. LEVENSON 74 HICKORY GROVE DRIVE WE One 184 6475929 240,000.00 231,516.96 360 9.25 1,974.43 305 JEANNE R. WEITZEL 131 MORNINGSIDE DRIVE One 185 6477550 235,000.00 225,674.78 360 8.5 1,806.95 306 ARTHUR AHL 53 NORWOOD AVE Page 5
EX-4121st Page of 202TOC1stPreviousNextBottomJust 121st
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street One 186 6480769 210,000.00 198,971.08 360 8.125 1,559.25 305 MITCHELL R. BLOCH 5 SUSAN COURT One 187 6481852 450,000.00 432,136.65 360 8.375 3,420.33 307 GEOFFREY HEAL 335 RIVERSIDE DRIVE One 188 6482764 470,000.00 453,367.22 360 8.75 3,697.50 309 JAMES F. HURLEY 18 PINE GLEN DR One 189 6485139 333,000.00 318,864.51 360 8.25 2,501.72 305 DAVID FEHER 45 STEPHENSON TERRACE One 190 6486164 399,000.00 384,886.87 360 8.625 3,103.39 310 KENNETH HEYMAN JR 52 MARTINDALE ROAD One 191 6486335 250,000.00 241,242.47 360 9.125 2,034.09 307 JOHN M. IOANNOU 418 EAST 59TH ST. APT THB One 192 6486845 240,000.00 229,105.51 360 8.875 1,888.17 309 ARI R. RAGHUNATHAN 1 NATHANS DRIVE One 193 6487837 275,000.00 264,569.95 360 8.5 2,114.52 308 RICHARD S. ROSEN 259-03 57TH AVENUE One 194 6489435 324,000.00 310,841.93 360 8.125 2,405.70 308 ERNEST O'DIERNO 38 BEECHWOOD LA One 195 6491700 214,000.00 206,214.14 360 8.75 1,683.54 308 RICHARD H. MALONE 25 WOODLAND ROAD One 196 6492600 225,000.00 216,466.34 360 8.5 1,730.06 308 JEFFREY COTUGNO 22 ALICE AVENUE One 197 6494173 215,000.00 207,395.34 360 8.625 1,672.25 310 RICHARD GOLDSTEIN 16 BERGEN AVENUE One 198 6497149 371,250.00 355,308.23 360 8.375 2,810.13 308 HARUO YOSHIDA 68 MILL BROOK ROAD WEST One 199 6497852 296,600.00 283,261.80 360 7.75 2,115.05 311 CRAIG BRUSH 241 BAY WALK One 200 6497863 400,000.00 385,514.10 360 8.625 3,111.16 309 STANLEY BERNSTEIN 11 TALLEY RD One 201 6498630 230,000.00 221,278.81 360 8.375 1,748.17 309 DAVID B. BROWN 41 HAMILTON DR One 202 6498651 280,000.00 268,887.22 360 8.125 2,079.00 309 CLYDE M. OLIVER 24 RENWICK AVE One 203 6499188 338,000.00 325,032.94 360 8.5 2,598.93 308 LUCIAN TOMA 2 WEYBRIDGE ROAD One 204 6499905 270,000.00 262,401.70 360 9.875 2,344.55 310 JOSEPH DELLICARPINI 14 DEER TRAIL ROAD One 205 6500800 440,000.00 423,325.60 360 8.25 3,305.58 310 C. RAFFAELI 1795 SHIPPAN AVENUE One 206 6501009 285,000.00 274,023.94 360 8.625 2,216.71 310 MICHAEL FERRARO 1066 WESTOVER ROAD One 207 6501381 337,500.00 323,480.34 360 8 2,476.46 308 DAVID L. SOBILOFF 36 OLD POND ROAD One 208 6501406 215,000.00 206,467.28 360 8.125 1,596.37 309 CHARLES SKOP 2030 CORNELL PLACE One 209 6501417 470,000.00 453,769.77 360 8.625 3,655.62 311 AARON E. MILLER 55 EAST 86TH ST. APT #7B One 210 6502792 255,000.00 244,866.71 360 8.125 1,893.37 309 JOHN R. DEATS 52 BUTTERWOOD LANE WEST One 211 6502828 420,000.00 402,553.13 360 8 3,081.82 308 FRED R. EHRLICH 7 ERNST PLACE One 212 6504903 277,000.00 267,869.18 360 8.875 2,203.94 311 MITCHELL LOMAZOW 57 MAGNOLIA LA One 213 6507832 499,500.00 481,281.20 360 8.875 3,974.25 307 SUSAN D. KARABIN 331 WEST 263RD STREET One 214 6512956 215,000.00 207,217.64 360 8.5 1,653.17 310 GEORGE TAUB 340 CLINTON AVENUE One 215 6513290 250,000.00 240,481.29 360 9.375 2,079.38 309 RICHARD A. KARSTEN 99-27 74 AVE One 216 6518908 310,000.00 298,511.64 360 8.5 2,383.64 309 JACK J. ROSS 14 JUNEAU BLVD One 217 6519310 292,150.00 278,466.25 360 8.75 2,272.13 309 KOUROS SATRAP 1 WOODLAND ROAD One 218 6528898 324,000.00 313,558.15 360 9.125 2,636.18 310 ROBERT F. KAPLAN 4 FAIRLAWN COURT One 219 6529278 249,600.00 241,757.64 360 9 2,008.34 312 MICHAEL K. GRADY 156 PINE STREET One 220 6529482 217,500.00 209,989.03 360 8.625 1,691.70 311 GEORGE MAUL 4 SWARTHMORE LA One 221 6534788 225,000.00 218,293.71 360 8.875 1,790.21 315 ANTHONY GIAMBRONE 67-15 171ST STREET One 222 6536444 210,000.00 201,221.91 360 8.875 1,656.97 310 GEORGE RUBICH 7 CLAREDON PLACE Page 6
EX-4122nd Page of 202TOC1stPreviousNextBottomJust 122nd
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street One 223 6537200 272,000.00 263,443.75 360 9.125 2,213.09 311 LINWOOD HARTMAN 22 VERNON PARKWAY One 224 6537593 292,500.00 278,888.46 360 7.875 2,101.46 313 HELEN BARR 600 WEST END AVE APT 5B One 225 6542980 250,000.00 240,140.96 360 8.75 1,966.76 310 PETER PERSOFF 193-45 85TH RD. One 226 6546084 260,000.00 249,942.55 360 7.875 1,885.19 312 CARY D. HIEGER 7 ARDSLEY PLACE One 227 6546787 278,000.00 269,458.72 360 9.25 2,287.04 311 JOSEPH F. ROMANO 15 PARK STREET One 228 6547101 272,000.00 260,980.17 360 8.875 2,147.26 311 ALLEN MARINE 336 WHITE BIRCH ROAD One 229 6548432 322,500.00 311,979.77 360 8.75 2,537.11 313 WILLIAM F. JARVIS 546 FOURTH STREET One 230 6548670 256,000.00 247,362.35 360 8.75 2,013.96 311 PETER MARTIN 1140 STILLWATER ROAD One 231 6553159 225,000.00 214,619.41 360 8.25 1,671.26 313 NATALE A. CERNIGLIA 95 WINDSOR AVENUE One 232 6554570 350,000.00 336,329.35 360 8.5 2,680.83 311 PATRIZIA C. 200 EAST 61ST ST #34 A/B CONGIU-SALVATORE One 233 6559756 244,000.00 234,084.66 360 7.375 1,688.23 312 JOSEPH POLLICINO 29 BEECHWOOD AVENUE One 234 6560438 420,000.00 401,426.55 360 9 3,335.13 312 FRANK J. MOLFETTA 16 WEST CASTOR PLACE One 235 6562400 247,000.00 239,768.91 360 9.375 2,054.43 312 THOMAS A. BERKENKAMP 14 CASINO WALK ATLANTIQUE One 236 6570588 252,000.00 243,308.30 360 8.5 1,937.67 312 ALON LIVNE 77 RALPH AVENUE One 237 6572380 280,000.00 268,040.95 360 9.5 2,323.61 310 PAMELA J. BRAUN 193 HAMILTON AVE UNIT #11 One 238 6575366 247,500.00 240,016.52 360 9.5 2,081.12 312 LEENA B. LAKHKAR 171 E 84TH ST APT 20-D One 239 6576074 242,000.00 232,395.29 360 7.625 1,704.04 318 ROY B. TUCK 30 BLACK BIRCH DRIVE One 240 6576880 250,000.00 241,949.49 360 9 2,011.56 311 JOSEPH E. MACY 24 ANNONDALE DRIVE One 241 6578568 264,000.00 251,763.38 360 8.375 1,985.39 311 ALFRED SIEGEL 5920 FIELDSTON ROAD One 242 6579593 260,000.00 241,997.86 360 8.875 2,017.62 311 TIMOTHY MORIARTY 174 JOHNSON ROAD One 243 6580592 375,000.00 357,411.52 360 7.625 2,638.05 312 STEVEN B. SCHWAB 25 KENT ROAD One 244 6580843 292,500.00 283,732.28 360 9.25 2,406.33 312 MICHAEL GUTHAMMAR 37 PARK PLACE One 245 6585213 372,000.00 361,098.45 360 9.5 3,127.98 311 J. HARTSTEIN 135 WEST 70TH STREET #8B One 246 6591170 236,000.00 228,220.36 360 8.875 1,877.73 311 GLENN C. OLSEN 16 BOND LANE One 247 6591668 217,500.00 208,053.76 360 7.75 1,550.39 313 JUDY M. BECKER 121 WEST 20TH STREET #3F One 248 6592208 292,500.00 282,162.79 360 8.5 2,249.08 311 SCOTT WATROUS WOODLAND ROAD One 249 6595272 310,000.00 296,618.31 360 7.75 2,210.37 313 RAYMOND A. CAPIOLA 39 HILLAIR CIRCLE One 250 6598281 230,000.00 219,973.08 360 8.375 1,731.58 313 JEFFREY MANDELL 28 KENNEDY DRIVE One 251 6598452 468,000.00 452,947.15 360 8.875 3,723.62 312 DOUGLAS R. BOND 15 SUSSEX AVE. One 252 6599411 428,000.00 414,244.69 360 8.5 3,290.95 315 FREDERICK B. ESTABROOK 16 HUGUENOT DR One 253 6610456 230,000.00 223,446.39 360 9.25 1,892.16 314 LAWRENCE A. LEVINSON 2 FIFTH AVENUE APT.2-0 One 254 6613851 252,000.00 244,357.09 360 8.5 1,937.67 317 DONALD W. LEO 19 BLUEBERRY RIDGE ROAD One 255 6626219 224,000.00 204,806.31 360 8.375 1,687.00 313 JOEL H. THIRD 515 BENNETTS FARM ROAD One 256 6626467 450,000.00 430,313.80 360 7.875 3,239.34 314 JOHN G. LONG JR 8 UPLAND ROAD One 257 6629239 278,400.00 266,784.83 360 8 2,027.59 316 EARLE J. BECKLEY 3 THE ENCLOSURE S One 258 6629272 700,000.00 677,156.37 360 8.25 5,258.87 316 RONNIE A. HERSHMAN 43 WILLOW RD One 259 6631514 215,000.00 205,397.77 360 8.125 1,582.57 314 STEPHEN A. SYLVESTRO 1372 MILL PLAIN ROAD Page 7
EX-4123rd Page of 202TOC1stPreviousNextBottomJust 123rd
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street One 260 6631897 300,000.00 276,981.91 360 8.25 2,152.33 317 FRANKLIN R. KAIMAN 18 BARCLAY ROAD One 261 6633790 500,000.00 483,177.30 360 8.5 3,844.57 313 JOHN C. MCCABE 140 RIVERSIDE DRIVE #11H One 262 6636245 260,000.00 251,710.18 360 8.375 1,976.19 316 RAYMOND M. MACIOCI 142 OAKLAND AVENUE One 263 6636686 342,500.00 326,994.29 360 8.25 2,573.09 314 ROBERT A. WEIR 57 MOHAWK TRAIL One 264 6637805 290,000.00 279,907.11 360 8.375 2,204.21 314 RICHARD J. CHICHETTI 39 WAYSIDE PLACE One 265 6644390 418,200.00 406,343.80 360 9 3,364.94 316 MICHAEL MARCUS 253 WEST 73RD STREET #2E One 266 6649393 224,000.00 207,123.59 360 8.625 1,661.55 316 MARTIN D. SKLAR 5 ABINGTON AVENUE One 267 6650235 300,000.00 291,145.73 360 8.5 2,306.75 318 VITO N. CARNAZZA 764 W FINGERBOARD ROAD One 268 6653620 247,200.00 234,049.03 360 8.25 1,857.14 317 ALAN D. MORRIS 16 SECOR DRIVE One 269 6653700 236,000.00 227,044.89 360 7.875 1,711.17 316 GARY A. SILVERSTEIN 3 HUTCHINSON COURT One 270 6653890 464,000.00 439,874.65 360 8.25 3,419.57 316 CLAUDE M. TUSK 63 LAW ROAD One 271 6653925 1,300,000.00 1,251,277.54 360 8.25 9,692.00 319 MARTIN RICHARDS GIN LANE One 272 6658656 292,000.00 271,528.41 360 8.375 2,151.20 317 MICHAEL I. GOODMAN 50 ALEWIVE BROOK ROAD One 273 6658758 225,000.00 144,356.67 360 8.125 1,125.60 315 PAZIT KAYE-OREN 411 E 53RD STREET #19B One 274 6662835 700,000.00 677,494.48 360 8.375 5,320.51 316 PAT STEIR 80 MACDOUGAL STREET One 275 6664014 524,000.00 507,203.33 360 8.375 3,982.78 316 JOSEPH ANSCHER 1928 MIDLANE One 276 6667384 348,000.00 337,195.84 360 8.375 2,645.06 317 STEPHEN D. LOCKE 162 OLD FIELD ROAD One 277 6667624 248,850.00 240,319.47 360 8.125 1,847.71 315 NAN P. BAILEY 24 SUMMIT AVENUE One 278 6669925 460,000.00 446,739.54 360 8.625 3,577.84 318 HARVEY KAYLIE 4 SHORT PATH One 279 6671698 232,500.00 223,275.07 360 8 1,696.30 316 ROSHELLE NAGAR 227 CENTRAL PARK WEST #1B One 280 6674018 252,000.00 243,340.21 360 8 1,849.09 317 JOSEPH BARONE 66 HAYWOOD STREET One 281 6674266 216,000.00 208,754.58 360 8.125 1,603.80 316 ANTHONY T. PASSARELLI 82 HOLBROOKE ROAD One 282 6680633 326,250.00 312,630.18 360 8.625 2,505.84 317 MITCHELL I. QUINTNER 900 OLD COACH ROAD One 283 6693792 340,000.00 329,790.46 360 8.125 2,524.50 320 JONATHAN LANDSBERG 16 FOXHUNT LN One 284 6695415 227,300.00 217,489.43 360 8.5 1,747.75 317 BRUCE A. PALY 32 N. MOORE STREET #4 One 285 6695492 213,000.00 205,068.29 360 8.125 1,572.41 318 LISA M. SCHILLER 99 READE ST #2F One 286 6695620 240,000.00 233,217.79 360 8.875 1,909.55 317 ANTHONY ZUCLICH 3 PADDOCK DRIVE One 287 6699584 412,000.00 400,357.28 360 8.875 3,278.06 317 PAMELA HOILES 135 WEST 70 STREET APT 6F One 288 6700220 228,000.00 220,932.15 360 8.125 1,692.90 319 ARTHUR J. SPIELMAN 284 MURRAY AVENUE One 289 6705439 278,000.00 269,830.08 360 8.375 2,113.01 319 GARY LEVINE 205 E 22ND STREET PHE One 290 6706078 271,900.00 261,336.62 360 8 1,983.63 317 SHARI POPKIN 225 W 83RD ST #19/20K One 291 6711089 250,000.00 239,096.70 360 7.875 1,794.75 317 ROBERT GINSBERG 240-13 51ST AVENUE One 292 6713969 360,000.00 349,666.63 360 8.5 2,768.09 319 ALAN BOSS 417 4TH STREET One 293 6718598 292,500.00 281,661.94 360 8.125 2,159.70 318 HOPE KREBS 130 EAST 12TH STREET #2B One 294 6719058 315,000.00 303,328.14 360 8.125 2,325.83 318 GUIDO L. PETRA 3 WINGATE CIRCLE One 295 6723678 220,000.00 211,984.55 360 8.625 1,711.14 319 ERNEST J. PECK 331 BROWER AVENUE One 296 6728809 246,000.00 239,317.74 360 8.875 1,957.29 319 MARVIN KORMAN 115 FOURTH AVENUE #6C Page 8
EX-4124th Page of 202TOC1stPreviousNextBottomJust 124th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street One 297 6736330 222,300.00 215,155.37 360 9.5 1,857.18 320 RONALD R. HARTMANN 550 PENFIELD ROAD One 298 6751684 225,000.00 215,445.66 360 8.625 1,750.03 322 STEFKA E. KOVATCHEVA 20 HUNT PATH One 299 6756270 250,000.00 242,858.27 360 8.375 1,900.19 320 PAUL VETRANO 155 PERRY STREET #1B One 300 6761338 234,000.00 226,274.82 360 8.125 1,737.45 322 SARI E. GREENBERG 305 WILLIAMS CT #305 One 301 6762818 500,000.00 480,524.59 360 8.875 3,919.28 322 C. ANDRIOLE 47 BLACKSTONE AVE One 302 6766069 320,000.00 309,636.90 360 7.5 2,237.49 322 ANDREW TASNADY 7 VISTA WAY One 303 6767775 300,000.00 291,449.26 360 7.75 2,149.24 324 PEDRO TORRES 154-72 RIVERSIDE DRIVE One 304 6770215 300,000.00 290,483.50 360 7.5 2,097.65 322 ANDREW D. GORDON 884 SMITH RIDGE ROAD One 305 6772935 291,500.00 282,195.88 360 7.625 2,063.22 321 JUSTIN L. DRISCOLL 46 GORHAM AVENUE One 306 6773610 360,000.00 343,855.95 360 8.375 2,736.27 323 JOHN C. DEVERNA 71 MOUNT GREY ROAD One 307 6775219 250,800.00 243,156.91 360 7.875 1,818.48 321 ANDREW RUBIN 15 EASTWOOD PLACE One 308 6776459 320,000.00 294,189.91 360 7.25 2,182.97 322 CAREN FRANKEL 5 SEYMOUR PLACE EAST One 309 6779559 325,500.00 316,590.35 360 7.625 2,303.87 326 HENRY J. GREENFIELD 33 SALMON KILL ROAD C/O RENNARD One 310 6782950 412,000.00 400,974.02 360 8.25 3,095.22 323 STEVEN A. FISHMAN 1 OVERLOOK TERRACE One 311 6787284 369,000.00 357,823.57 360 7.75 2,643.57 322 DAVID LOEWENSTEIN 802 KING STREET One 312 6789676 350,000.00 338,828.67 360 7.625 2,477.28 321 DAVID A. SITZER 21 WEST WOODS ROAD One 313 6794213 258,800.00 251,191.04 360 7.75 1,854.08 323 PHILIP WHITNEY 252 WEST 30TH STREET, #5A One 314 6794858 289,900.00 281,637.26 360 7.75 2,076.88 324 HERBERT E. WEBER 291 CLINTON STREET One 315 6798327 325,000.00 316,094.85 360 8.125 2,413.12 323 ROGER POSTER 59 WEST 12TH STREET #6E One 316 6799840 435,600.00 422,975.36 360 7.875 3,158.41 323 DR. BLOCK 11 MIDFARM ROAD One 317 6807064 296,700.00 287,135.61 360 7.25 2,024.02 323 MICHAEL ALTER 24 BOXWOOD LANE One 318 6808090 216,000.00 208,503.40 360 7.625 1,528.84 325 VIRGINIA L. PHILPOTT 12 CLIFTON PLACE One 319 6808759 275,000.00 267,694.30 360 8.125 2,041.87 324 DAVID J. SHEEHAN 722 WEST SHORE TRAIL One 320 6813271 600,000.00 581,097.24 360 7.375 4,144.06 323 ANDREW J. GAMBLE 45 ZACCHEUS MEAD LANE One 321 6818719 226,000.00 219,045.07 360 7.375 1,560.93 324 SUSAN KOLKER 27 LOCKWOOD AVENUE One 322 6820380 232,000.00 224,911.03 360 7.375 1,602.37 324 DONALD KRAVET 7 POPLAR ROAD One 323 6829293 240,000.00 233,317.36 360 7.875 1,740.17 324 MICHAEL S. LANGELLA 28 CLIPPER DRIVE One 324 6830554 475,000.00 461,499.84 360 7.625 3,362.03 325 BERNARD T. BARTON 21 RED COAT LANE One 325 6831422 288,750.00 280,219.44 360 7.25 1,969.79 326 SALVATORE J. BRACCO 11 BURTON AVENUE One 326 6832946 270,000.00 262,516.67 360 7.75 1,934.32 325 RAYMOND V. BERG II 245 E 93RD ST UNIT 7H One 327 6834817 360,500.00 351,221.31 360 8.125 2,676.71 325 BETTE FRANK 120 EAST 10TH STREET One 328 6835332 300,000.00 291,871.52 360 8 2,201.30 325 JODY A. OWEN 51 OAK GROVE ROAD One 329 6837087 615,000.00 348,476.86 360 7.75 2,562.83 327 ALBERT LINDAHL 2 PARK ROAD One 330 6842860 375,000.00 363,895.04 360 7.375 2,590.04 325 PETER MAHLER 210 MIDDLE PATENT ROAD One 331 6844264 250,000.00 242,392.57 360 7.625 1,769.49 324 GIANFRANCO MITI 200 E 32ND ST #11B One 332 6845143 440,000.00 426,970.21 360 7.375 3,038.98 325 MATTHEW KISSNER 9 HUNTINGTON AVENUE One 333 6870220 342,750.00 335,061.65 360 7.75 2,455.51 331 CHANG K. BEHK 108-13 49TH AVENUE Page 9
EX-4125th Page of 202TOC1stPreviousNextBottomJust 125th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street One 334 6883109 491,700.00 475,701.74 360 7.5 3,496.08 305 MICHAEL HARDEN 4635 WILKIN COURT One 335 6885352 246,123.00 237,968.17 360 7.625 1,779.86 299 RANDALL WILSON 716 COUNTY ROAD 302 One 336 6886082 420,000.00 408,471.33 360 7.25 2,865.15 328 TOBI K. KANTOR 193 OLD ARMY RD One 337 6898489 459,703.00 445,300.89 360 7.625 3,301.85 307 ALLEN J. MORTON JR 692 CROTON LAKE ROAD One 338 6903465 300,000.00 292,230.47 360 7.375 2,072.03 329 ELLIOTT OGDEN 7 WILLOW POND LANE One 339 6913651 988,000.00 962,096.60 360 7.25 6,739.91 330 ROBERT T. BUTLER 10 PHILIPS LANE One 340 6915486 262,352.85 254,842.57 360 7.625 1,872.31 316 KENNETH S. RAJMAN 6 LYDIA COURT One 341 6929684 243,900.00 239,228.08 360 7.5 1,705.39 336 REI Y SAEKI 301 EAST 79TH ST APT 14J One 342 6946220 355,500.00 347,334.82 360 7.625 2,516.21 331 MARLENE N. FELDMAN 300 EAST 85TH STREET, APT#3705 One 343 6955345 263,200.00 257,434.56 360 7.875 1,908.39 331 MICHELE A. COHEN 35 PROSPECT PARK WEST #13D One 344 6958048 400,500.00 386,832.83 360 7.375 2,766.16 330 GIOVANNI COZZI 419 6TH STREET One 345 6960866 297,000.00 287,018.94 360 7.375 2,051.31 331 ROBERT C. MUFFLY 32 HILLCREST AVENUE One 346 6963864 240,000.00 233,693.93 360 7.25 1,637.23 332 DIANE WADE 21 MERCER AVE One 347 6967956 278,400.00 269,955.00 360 7.625 1,970.50 332 ROBERT A. BUCCINO 11 RIVERSIDE DRIVE #13HE/13JE One 348 6973653 295,000.00 286,342.57 360 7.25 2,012.43 332 RALPH PANE 5 MEGAN LANE One 349 6974587 307,800.00 300,350.92 360 7.375 2,125.90 331 STEPHEN J. WADE 107 RIVER ROAD One 350 6978453 232,000.00 226,496.59 360 7.25 1,582.65 332 JINMO AHN 201 WEST 72ND STREET #80 One 351 6979026 333,750.00 326,016.52 360 7.375 2,305.13 332 KENNETH BOOKBINDER 21 ARGYLE PLACE One 352 6981855 500,000.00 488,139.18 360 7.25 3,410.89 332 FREDERICK G. GRAHAM 55 EAST 86TH STREET #2A One 353 6982166 250,000.00 245,096.16 360 8.25 1,878.17 332 CHARLES S. DIRATZ 60 HILLSIDE AVENUE One 354 7012733 220,500.00 213,876.02 360 9.625 1,874.23 309 JOSEPH J. TERZ 1299 BRANDT RD. One 355 7189142 221,600.00 214,629.63 360 9.125 1,803.01 311 ALFONSO HERNANDEZ 50 BAY HEIGHTS DR One 356 7217973 275,000.00 265,491.47 360 8.875 2,188.02 309 ROBERT MACALLISTER 50 HUGHES TERRACE One 357 7256294 222,400.00 214,890.49 360 8.875 1,769.51 310 RAMANIK F. PATEL 219 BRYN MAWR AVE One 358 7293144 277,500.00 269,181.85 360 9.25 2,282.93 312 JOHN W. PFAFF RT 690 One 359 7325160 230,000.00 223,345.21 360 7.5 1,608.19 325 QUIN J. JONES 370 MONTE VISTA LANE One 360 7402851 263,250.00 251,198.02 360 8.5 2,024.16 311 FRANK A. GERMANO 608 W ASHBOURNE DR. One 361 7451187 232,500.00 223,907.64 360 8.125 1,726.31 312 BRUCE R. ROLPH 3274 WEST CHENNAULT AVE One 362 7470567 300,000.00 289,450.67 360 8.125 2,227.49 314 JERE F. SEELAUS 1707 PENNS LANE One 363 7481381 330,000.00 317,103.46 360 8.5 2,537.41 313 MICHELE METULA 39 BYRAM LAKE RD One 364 7506416 295,000.00 284,411.89 360 7.875 2,138.96 315 RICHARD M. DUFFY 907 ENDERBY DRIVE One 365 7576750 436,050.00 420,359.68 360 8 3,199.59 314 ALBERT O. CORNELISON 5400 KINROSS DR One 366 7601440 220,000.00 211,921.28 360 7.75 1,576.11 315 WILLIAM A. SMITH IV 108 SUGARBERRY CIRCLE One 367 7601654 233,450.00 225,260.93 360 8 1,712.98 315 GARY SUTTON 2213 SHARI LANE One 368 7601734 500,000.00 482,460.08 360 8 3,668.85 315 FAROUK BARBANDI 11111 HEDWING LN One 369 7602410 254,400.00 246,097.65 360 8.25 1,911.23 316 WILLIAM MCCAULEY 4230 EMORY STREET One 370 7602420 213,350.00 204,460.36 360 8.375 1,606.24 316 STEVEN M. BRODY 10310 PINE FOREST ROAD Page 10
EX-4126th Page of 202TOC1stPreviousNextBottomJust 126th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street One 371 7602464 226,550.00 218,653.63 360 7.75 1,623.04 317 NOBUO YAMAMOTO 308 LAKELAND DRIVE One 372 7602828 234,950.00 227,370.46 360 8.25 1,765.10 317 EDWARD FOLEY 6305 KENSHIRE COURT One 373 7602941 500,000.00 484,554.92 360 8.5 3,844.57 317 RONALD MC CULLARS 5932 COLHURST AVENUE One 374 7603445 309,600.00 243,279.12 360 8.375 1,925.90 318 SCOTT A. MCKENNEY 4 OAK TRACE One 375 7603490 228,100.00 221,320.84 360 8.75 1,794.46 316 ALLEN B. CRAIG III 4534 BANNING DRIVE One 376 7603922 261,000.00 253,297.41 360 8.5 2,006.86 318 TIMOTHY S. WHITTINGTON 3212 MONETTE LANE One 377 7605338 260,000.00 251,551.21 360 7.375 1,795.76 321 RICHARD J. GILLIAM 3929 TENNYSON One 378 7606385 289,150.00 279,263.32 360 7.25 1,972.52 321 DAVID S. BRILL 2532 REBA DRIVE One 379 7607490 581,350.00 557,473.84 360 7.75 4,164.87 323 RICK L. BURDICK 814 SADDLEWOOD RD One 380 7607628 297,000.00 250,466.25 360 8.25 1,967.57 322 ROGER B. PLANK 307 TEAKWOOD DR One 381 7607956 301,200.00 292,139.00 360 7.625 2,131.88 323 MERRILL P ANDERSON 5121 BRAEBURN DRIVE One 382 7608405 236,000.00 228,513.73 360 7.5 1,650.15 322 JAMES R. MCPHAIL 309 DONLEY CT One 383 7609645 273,600.00 262,828.00 360 8.125 2,004.75 324 JAMES N. CANTWELL 523 WOODBEND LN One 384 7610098 350,350.00 337,753.53 360 8.125 2,574.07 325 STEPHEN R. WYMAN 4518 SHADYWOOD LANE One 385 7611239 750,000.00 728,119.89 360 7.625 5,308.46 324 JOHN S. WAGGONER 9230 MEADOWBROOK DRIVE One 386 7745359 232,000.00 215,188.96 240 8.625 2,031.75 200 GARY MILOTTA 15 ADAMS RD. One 387 7823190 311,000.00 300,884.82 360 8.125 2,309.17 316 DAVID A. BARBEE SR 16024 RIVER POINTE DR One 388 7942112 238,500.00 230,407.83 360 7.75 1,708.65 318 LAWRENCE B. WEBSTER JR 7485 SW 61ST STREET One 389 7964512 311,250.00 302,243.87 360 8.75 2,448.61 317 DENNIS S. HALL 1900 - 1902 N SYCAMORE AV One 390 8202020 595,000.00 576,768.03 360 8 4,365.90 320 RAJU MIRCHANDANI 207 W 16TH ST One 391 8252368 324,000.00 312,664.10 360 7.75 2,295.37 329 ROBERT A DEROBBIO 585 ELMGROVE AVE. One 392 8261234 225,000.00 219,695.78 360 7.875 1,631.41 329 JACOB GRANEK 137-09 71ST AVENUE One 393 8262791 276,800.00 266,915.93 360 8 2,007.14 329 RICHARD M. VENTO 19 HARBOR COVE One 394 8288649 285,000.00 275,170.71 360 7.75 2,018.89 330 MARTIN T. TRACHTENBERG 618 W MOWBRAY COURT One 395 8298100 520,000.00 506,792.20 360 7.625 3,680.53 329 DONAVAN JUDKINS 10908 PRINCEVILLE CT One 396 8309636 210,000.00 200,688.59 360 7.75 1,473.41 330 SCOTT W. HARRIS 1786 HIDDEN VALLEY #23 One 397 8396700 490,000.00 478,407.28 360 7.75 3,510.42 330 MANUEL MAGALLANES AND 1835 1/4 VALLECITO DRIVE One 398 8436440 285,400.00 276,506.28 360 7.75 2,028.15 330 MARK D. MULLER 535 MANORWOOD LANE One 399 8440233 216,000.00 210,728.32 360 7.5 1,510.31 330 JOHN I. COSTER AND 98 KAMDA BLVD One 400 8441892 284,000.00 274,192.24 360 8 2,059.34 329 LANNY L. BASSHAM 2795 ROSSMERE One 401 8483510 225,000.00 217,980.33 360 7.75 1,611.93 321 JOSE M. REIGOSA 15440 NW 83RD CT One 402 8485719 252,000.00 243,233.18 360 7.75 1,805.36 322 NORMAN GOLD 2309 AVENUE K One 403 8538994 345,000.00 332,709.50 360 7.75 2,460.31 321 SCOTT KORAK 184 SUMMERSET DR One 404 8562795 249,000.00 242,171.29 360 7.625 1,762.41 326 MARGARET D. BELL 29 TREE BARK TERRACE One 405 8568168 350,000.00 326,591.61 360 7.25 2,387.62 323 RICHARD B. THURMOND 1601 ARROWHEAD POINT One 406 8607441 286,400.00 275,822.88 360 7.875 2,057.19 324 NOLEN M. HAYDEN 2195 OAK HILLS DR One 407 8791668 361,500.00 351,052.94 360 7.75 2,574.94 330 DAVID C. DAYTON 630 ELMGROVE AVE Page 11
EX-4127th Page of 202TOC1stPreviousNextBottomJust 127th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street One 408 8967797 925,000.00 902,672.90 360 7.75 6,626.81 329 ABRAHAM M. GEORGE 2 PENNY LANE One 409 8972039 268,000.00 261,844.53 360 7.625 1,896.89 331 MATTHEW J. CONNAHAN 5 FOREST VIEW DRIVE One 410 8972800 510,000.00 498,991.48 360 7.75 3,653.70 332 PETER G. FELIX 856 BLUESTONE LANE One 411 8974067 321,000.00 313,451.41 360 7.5 2,244.48 331 EDWARD R. GRALINSKI 3 BEECHWOOD LANE One 412 8991485 221,000.00 214,180.58 360 6.75 1,433.41 328 JEFFREY R. SECKEL 6915 WILD GROVE One 413 9121671 272,000.00 264,247.54 360 7.75 1,948.64 324 JEFFREY B. RITTERMAN 36890 GREEN COVE DR One 414 9165531 312,000.00 303,542.96 360 7.5 2,181.55 327 EDWARD W. ANDREWS 71 PLATZ DR One 415 9175761 465,000.00 452,844.36 360 7.875 3,371.57 326 DOUGLAS THOMPSON 542 CATHEDRAL PARKWAY One 416 9186145 300,000.00 290,775.85 360 7.5 2,097.64 325 DENNIS P. MONAHAN 635 MELLOW MOUNTAIN RD One 417 9187400 285,000.00 276,753.73 360 7.5 1,992.76 325 MICHAEL E. SMITH 11801 QUAIL CREEK RD One 418 9193457 240,000.00 217,864.45 360 7.375 1,657.62 326 JOEL P. BLANCHARD 1205 WEST BITTERSWEET LANE One 419 9198734 516,750.00 503,839.89 360 7.375 3,569.06 330 ALBERT WEISSMAN 1418 54TH STREET One 420 9235309 240,000.00 233,055.91 360 7.5 1,678.11 325 PATRICK BARR 9102 LOCARNO DR One 421 9249507 281,250.00 272,665.12 360 7.75 2,014.91 326 ROBERT G HICKS 3828 ROUSE RD One 422 9289261 270,000.00 262,257.78 360 7.375 1,864.82 326 ELLIOT FEINERMAN 987 EAST END One 423 9350599 458,000.00 446,000.58 360 7.5 3,202.40 328 SAMUEL AHARONOFF 51A WARWICK ROAD One 424 9374597 223,000.00 215,311.73 360 7.75 1,584.19 327 PAUL F. PORTER 1480 POWDER HORN DRIVE One 425 9415990 289,200.00 281,452.88 360 7.375 1,997.44 328 JOSEPH M. TUGGLE 117 CHARTER OAK BLVD One 426 9549409 273,750.00 266,660.54 360 7.375 1,890.72 329 FREDRIC L. 234 LAKESHORE AVENUE HILDEBRAND, JR One 427 9580362 275,000.00 268,544.57 360 7.5 1,922.48 331 ROBERT F FLOOD 34 RAVEN ROAD One 428 9603876 390,000.00 375,294.08 360 7.875 2,797.40 330 WALTER WEIR JR 100 RIGHTERS MILL RD One 429 9611230 208,000.00 202,302.26 360 7.25 1,418.19 328 WAYNE F. FUSON 1469 WOODGATE CIRCLE One 430 9615070 234,000.00 225,808.54 360 7.75 1,657.74 329 LAURENCE S. KAGEL 1430 SHETLAND PLACE One 431 9669820 212,000.00 207,277.79 360 7.375 1,464.24 333 WILLIAM G. MANIAS 2724 BARBARA LANE One 432 9669874 333,600.00 325,869.79 360 7.375 2,304.10 332 TERRY A. KLARE 14 CHELTENHAM WAY One 433 9670104 262,400.00 257,048.98 360 7.625 1,857.26 334 GARY W. COPPINGER 701 CRYSTAL TERRACE One 434 9670250 600,000.00 585,298.47 360 7.75 4,298.48 334 GEORGE P. RODGERS 56 SUNDOWN PARKWAY One 435 9670294 250,000.00 245,254.79 360 8 1,834.42 334 K ALLEN HINES JR 4118 SAN CARLOS DRIVE One 436 9671413 295,500.00 290,195.78 360 8.375 2,246.02 335 PETER N. O'CONOR 19 TREEVINE COURT One 437 9730421 320,000.00 309,703.53 360 8.75 2,489.67 327 CHRISTOPHER A. BURRI 3807 SAPPHIRE DRIVE One 438 9732802 574,000.00 559,320.52 360 7.25 3,915.70 330 DAVID J. NAGEL 9734 LOCKFORD STREET One 439 9734965 735,000.00 717,544.62 360 7.75 5,265.63 330 ARTHUR GIMMY 13 UPPER CECILIA WAY One 440 9755229 317,000.00 309,348.29 360 7.75 2,271.03 329 ROBERT J. LAX 6311 CHAGRIN RIVER RD One 441 9795915 225,000.00 219,172.92 360 7.375 1,554.02 329 JAMES P. GRIVICH 88 GREENOCK LANE One 442 9796339 528,000.00 514,641.56 360 7.5 3,691.86 329 C. RAY JACKSON JR. 1 WEST RIDGE LANE One 443 9797240 240,000.00 234,278.82 360 7.625 1,698.71 330 M.DILIP BHANDARKAR AND 24 PEBBLE COURT One 444 9797433 262,500.00 256,093.64 360 7.5 1,835.44 330 JAMES F. JORDAN 21 BELLE AVENUE Page 12
EX-4128th Page of 202TOC1stPreviousNextBottomJust 128th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street One 445 9797455 463,000.00 451,700.33 360 7.5 3,237.37 330 KEVIN COULTER AND 200 VIA LERIDA One 446 9843246 270,000.00 262,301.68 360 7.375 1,864.83 332 SAMI WASSEF 2048 BIRKDALE AVENUE One 447 9843359 318,500.00 311,624.81 360 7.75 2,281.78 332 THOMAS L. NEWBERY 718 NOWITA PLACE One 448 9843960 300,000.00 293,783.64 360 7.875 2,175.21 333 LASZLO CSERNI 1545 NORTH MUSTANG AVENUE One 449 9877420 222,000.00 217,092.74 360 7.625 1,571.31 332 THOMAS W. OSIP 4622 DONEGAL CLIFF DRIVE One 450 9897121 550,000.00 536,536.79 360 7.375 3,798.72 331 HENRY R. DAVIS 6 CRICKLEWOOD LANE One 451 9920711 215,000.00 203,221.65 360 8.375 1,617.28 331 GARY A. MOLCHAN 1834 HIDDEN VALLEY DRIVE One 452 9952627 290,000.00 282,402.10 360 7.5 2,027.72 332 EDWARD A. 24 ALPINE RD KRZYSZTALOWICZ One 453 9978722 294,000.00 287,128.24 360 7.375 2,030.58 332 VINOD DABRAL 52 DONALD DRIVE One 454 9988668 210,300.00 205,354.60 360 7.5 1,470.45 331 SAMUEL M. BRADLEY 940 CARVAN TRAIL One 455 9997658 352,500.00 344,210.75 360 7.5 2,464.73 331 JON N. SMALLEY 2375 CLUBHOUSE DRIVE One 456 10053740 385,000.00 377,198.15 360 8.125 2,858.61 332 YAKOV A. MAYDANCHIK 200 RECTOR PLACE One 457 10060246 236,250.00 178,699.32 360 7.875 1,323.60 332 VERNON C. ROSS 2920 NW 29TH AVENUE One 458 10074659 288,000.00 281,734.78 360 7.5 2,013.74 333 FORREST S. FITZROY 15 BALMAGOUN LANE One 459 10105300 292,000.00 285,547.33 360 7.5 2,041.71 333 RICHARD W. HOYLE 305 WESTLAKE STREET One 460 10121384 900,000.00 874,538.70 360 7.75 6,398.47 333 MICHAEL S. SHANNON 132 LINCOLN AVENUE One 461 10162268 250,400.00 246,238.53 360 8 1,837.35 337 GEORGE L. CATES 6161 HEATHER COURT One 462 10162417 310,000.00 301,099.35 360 8.25 2,305.52 333 CHRISTINE 9 EAGLE NEST RD SUAREZ-LOURES One 463 10204583 500,000.00 487,751.08 360 7.75 3,582.07 334 CRAIG H. LUBIN 3802 BALCONES DRIVE One 464 10205451 230,400.00 224,829.48 360 7.75 1,643.92 334 PHILIP GREER 1847 FLORENCE ROAD One 465 10288470 320,000.00 311,402.20 360 8.5 2,449.53 334 RONALD L. GREENAWALT 2031 ALEXA BREANNE CT One 466 10329002 273,150.00 267,363.78 360 8.25 2,040.93 337 KENNETH G. KHATAIN 4001 WEST QUAIL RIDGE DRIVE One 467 10363995 250,000.00 244,724.65 360 8.25 1,868.11 337 RICHARD BLAND 10191 ARAPAHOE RD One 468 10368070 216,000.00 211,601.24 360 7.75 1,542.85 337 KENNETH G. WAGNER 9 SOUTH VIEW STREET One 469 10373682 340,000.00 332,507.54 360 7.25 2,312.66 337 GEORGE A SOLIER JR 820 CEDAR DRIVE One 470 10376320 377,900.00 369,581.47 360 8.125 2,791.87 337 DIMITRY Y. AGRACHOV 1091 SW 156TH AVENUE One 471 10381465 500,000.00 489,679.38 360 8.25 3,740.81 336 MOHAMMAD AZARKHISH 20464 ROCA CHICA DRIVE One 472 10385830 316,200.00 301,349.08 360 7.75 2,231.91 338 ROBERT H. REEVES 3020 RICHFIELD DRIVE One 473 10389911 222,750.00 217,341.84 360 7.75 1,586.85 336 STEVEN B. SCHNEE 1802 MCDUFFEY One 474 10393533 264,000.00 258,863.30 360 8.375 1,996.96 338 IRA E. LITWAK 11 STERLING FOREST LANE One 475 10395903 384,500.00 376,714.54 360 8.375 2,908.24 337 YVONNE R. TRUMP 39301 LONG HILL LANE One 476 10402860 247,000.00 242,634.14 360 8.375 1,870.40 339 GEORGE A. KEUFTEDJIAN 21 EL QUANITO WAY One 477 10411850 212,250.00 207,901.81 360 8.25 1,584.65 339 BRYAN T. SINGLETON 3830 SOUTH GLADE HOLLOW WAY One 478 10437424 262,500.00 257,641.06 360 8 1,920.92 338 CESARE M. BRUNI 330 E SAN MARINO DR One 479 10446185 236,550.00 231,423.37 360 8.5 1,808.04 337 TODD A. BROCKMAN 3231 S UTICA One 480 10449547 253,600.00 248,281.75 360 8.125 1,873.46 338 MARC E. RENO 1892 CENTENNIAL WAY One 481 10464438 292,500.00 286,984.90 360 8.25 2,189.04 339 GARY D. ORTON 1690 SANDPIPER STREET Page 13
EX-4129th Page of 202TOC1stPreviousNextBottomJust 129th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street One 482 10476867 305,000.00 291,450.58 360 7.875 2,148.09 338 KENNETH E. NOIA 5324 SHELBY COURT One 483 10496922 300,000.00 294,412.13 360 7.875 2,168.50 339 BARRY A. WEINSTEIN 22325 MISSION HILLS LN One 484 10506582 307,800.00 302,746.19 360 7.875 2,227.78 340 WILLIAM P. TUCKER GREY ROCK TERRACE One 485 10506924 207,860.00 203,892.00 360 8.625 1,607.28 339 JAMES B. QUATTLEBAUM 11905 RISING SUN WAY One 486 10511618 236,550.00 232,365.68 360 8.625 1,831.86 339 MORRIS M. JONES 1710 WHITE OAKS ROAD One 487 10521860 282,150.00 276,846.85 360 8.25 2,110.15 339 JOHN B. SEIDEN 2356 SOUTH QUEEN STREET One 488 10522068 254,450.00 250,590.50 360 8.5 1,956.51 340 GERALD N. LOCK 1683 ROSEMONT PLACE One 489 10532469 280,000.00 275,558.76 360 8 2,051.31 340 JON M. TAPKEN 37918 STENHAMMER DRIVE One 490 10540332 282,500.00 276,720.03 360 7.875 2,038.66 339 BRENDA J. LOFTEN 12705 ALHAMBRA One 491 32100446 300,000.00 294,022.80 360 7.875 2,175.21 333 EARL W. CURRIER 310 WEST SANTA INEZ One 492 32206334 274,400.00 225,886.30 360 8.125 1,784.18 338 BRUCE W. KORNFELD 1317 TEAKWOOD DRIVE One 493 33705996 265,000.00 258,173.32 360 8.125 1,948.46 338 HAMID R. SOLEIMANI 14 NOURSE STREET One 494 33800840 293,300.00 286,503.56 360 7.375 2,025.76 332 RONALD A. FRAWLEY 1612 CHADMORE LANE One 495 60001420 240,800.00 236,330.61 360 8.375 1,830.26 333 STEPHEN SCHIFFER 23 WEST 73RD STREET # 405 One 496 60003302 292,062.19 281,898.72 300 7.75 2,206.03 271 JAMES B RIBAUDO #C19 GRAND COVE WAY One 497 60006548 500,000.00 488,598.12 360 7.25 3,410.89 333 DAVID B. SABLE 222 RIVERSIDE DRIVE #16A One 498 60007008 380,000.00 371,535.93 360 7.375 2,624.57 333 THOMAS S. VIERTEL 333 WEST 56TH STREET, APT. 11H One 499 60007110 345,000.00 337,670.47 360 7.625 2,441.89 333 ZACK BROWN 444 7TH STREET One 500 60009091 256,000.00 250,430.94 360 7.5 1,789.99 333 BRIAN T CHENN 201 WEST 72ND STREET #6C One 501 60020822 432,000.00 423,995.77 360 8.125 3,207.59 334 ANDRE J. TALIERCIO BARKERS ISLAND One 502 60047170 250,000.00 246,291.02 360 8.375 1,900.19 338 JEAN Y LEUNG 526 10TH STREET One 503 60053923 275,000.00 271,511.23 360 8.875 2,188.03 339 ROBERT E. MUNOZ 145 EAST 15TH STREET 12P/12R One 504 60054165 240,000.00 237,103.76 360 9.125 1,952.72 339 ALEXANDER RABICHEV 130 67TH STREET One 505 60071142 242,100.00 239,712.13 360 9.5 2,035.71 342 JADE E. ROTH 107 EAST 30TH ST. #4F One 506 60074694 212,000.00 210,060.09 360 9.875 1,840.90 342 DEAN MANCUSO 43-64 170TH STREET One 507 1111005791 404,000.00 396,651.08 360 8.5 3,106.42 347 CHARLES A. MANSOOR 188 EAST 64TH ST 301/302 One 508 1111006692 320,000.00 317,018.86 360 8.5 2,460.53 347 MARILYN APPELBAUM 104 GARFIELD PLACE One 509 1111007040 230,500.00 228,605.48 360 8.5 1,772.35 347 ANN BERDY 401 EAST 84TH STREET 8C/8D One 510 1111007811 760,000.00 753,753.48 360 8.5 5,843.75 347 DR J. FINLAY 316 EAST 18TH ST One 511 1111009056 370,800.00 367,596.10 360 8.25 2,785.70 347 MARGARET L. HAGEN 338 FIRST STREET One 512 1111009125 369,000.00 366,456.86 360 8.625 2,870.05 349 KATHLEEN L. GITTENS 930 OCEAN AVENUE One 513 1111010962 292,500.00 289,100.39 360 7.75 2,095.51 348 JAMES A. CAPPA 12 CORNWALL COURT One 514 1111011794 618,750.00 614,477.51 360 8.5 4,757.66 349 DAVID DAKS 61 GREENACRES AVENUE One 515 1111014409 250,000.00 248,145.70 360 8.25 1,878.17 349 JOHN D. KARP 110 WEST 90TH STREET GF One 516 1111014850 576,000.00 571,604.02 360 8 4,226.49 349 MICHAEL M. LEVI 12 MIDDAGH STREET One 517 1111014861 427,500.00 424,237.32 360 8 3,136.85 349 JOEL P. IANNUZZI 46 STRONG PLACE One 518 1111015037 499,950.00 497,073.83 360 8.375 3,799.99 351 LYNN BASSINI 290 6TH AVENUE Page 14
EX-4130th Page of 202TOC1stPreviousNextBottomJust 130th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street One 519 1111017928 399,200.00 396,574.19 360 8.25 2,999.06 350 SUSAN M. ANTONIOU 809 PRESIDENT STREET One 520 1111018523 480,000.00 476,712.59 360 7.5 3,356.23 351 STUART BALDWIN 47 LLOYD LANE One 521 1111018895 300,000.00 298,170.39 360 8.625 2,333.37 350 MICHAEL A. CLAGGETT 216 LITTLE NOYAC PATH One 522 1112025411 253,000.00 250,707.21 360 7.125 1,704.51 349 PETER RUGGIERO 3150 MOSS LANE One 523 1112035131 272,000.00 269,974.07 360 7.625 1,925.20 350 VISWANATHAN M. 7007 HARROW STREET HARIHARAN One 524 1251100010 252,500.00 249,233.97 360 8.625 1,959.36 343 MICHAEL J. MURRAY 5860 N EL CAPITAN WY One 525 1500006428 217,500.00 203,803.13 360 7.875 1,498.52 341 JAMES K. STRONG 3901 VOORHIS LANE One 526 1500100368 348,350.00 345,691.48 360 8 2,556.07 349 CHUNG G. CHOI 10634 MORNING FIELD DRIVE One 527 1503008850 264,575.00 259,968.70 360 8.125 1,956.12 341 BRIAN W. BOMBECK 2115 BALDEAGLE CT One 528 1503015651 300,000.00 294,799.10 360 7.75 2,149.24 341 VICENTE L. FIGUEREDO 6420 SOOUTHWEST 54TH STREET One 529 1505003085 346,500.00 336,498.81 360 7.875 2,477.40 341 WALTER V. HYDE, JR ROUTE 12,BOX 346-6 One 530 1505024336 289,000.00 286,432.67 360 8.5 2,222.17 346 MICHAEL H. WILK 2222 WARFIELD AVENUE #A One 531 1506007220 290,650.00 285,887.99 360 7.75 2,077.68 341 BRUCE M. FALLHOWE 110 GILFORD PLACE One 532 1507047638 296,950.00 294,589.77 360 8.25 2,230.89 348 BRADLEY NICHOLS 1803 NORTH CARLSBAD STREET One 533 1510015040 229,600.00 227,932.98 360 8.25 1,724.91 349 LARRY A. STONE 9620 ALLEN RD One 534 1562115772 324,900.00 319,340.46 360 8.25 2,430.44 341 THOMAS D. COKER 5756 PARKCREST DRIVE One 535 1562120740 233,750.00 229,982.51 360 6.75 1,516.10 345 RICHARD A. RAINS 19951 FERNGLEN DRIVE One 536 1569121263 636,000.00 628,047.04 360 6.75 4,125.09 346 THOMAS M. JORISHIE 4840 E GRANDVIEW LANE One 537 1573119618 389,500.00 384,266.74 360 6.75 2,526.29 345 JAMES L. MC KEOWN 171 AMERICAN RIVER CANYON One 538 1577007060 292,000.00 287,453.74 360 8.375 2,214.29 340 ROBERT T. VAUGHNJONES 303 MARINE DRIVE One 539 1584000402 254,800.00 250,110.83 360 8.375 1,926.69 340 BRUCE B. MARKEWICZ 60 BLUE GRASS BOULEVARD One 540 1601131450 263,000.00 259,504.50 360 8.375 1,998.99 340 MAXIMILIAN C. MOON 3180 INDIAN CREEK DR One 541 1613002771 260,000.00 255,419.55 360 8 1,907.79 336 JEFF T. ERNST 649 FAIRVIEW Two 542 3516906 235,500.00 189,091.37 180 9.5 2,459.15 119 WILLIAM A. KAMM JR 134 CONGRESS RUN ROAD Two 543 3603884 326,400.00 263,316.33 180 8.625 3,238.16 124 WILLIAM J. CASEY 25150 N. WINDY WALK DRIVE Two 544 3680207 260,000.00 210,710.89 180 9.5 2,714.99 121 LAWRENCE K. GERAHIAN 849 59TH AVENUE Two 545 3706617 220,000.00 178,502.11 180 8.875 2,215.06 123 DR A. LASSAR MD 20551 SHELBURNE ROAD Two 546 3709761 480,000.00 391,200.51 180 9.5 5,012.28 122 ARTHUR M. FREEMAN III 5929 EAST RIDGE DRIVE Two 547 3710240 464,000.00 378,351.02 180 8.875 4,671.76 124 STEPHEN M. PERSON 100 SHANNON ROAD Two 548 3720130 332,000.00 268,227.71 180 9.25 3,416.92 121 BRUCE A. HARRIS 980 BRAND LANE Two 549 4130369 500,000.00 411,790.63 180 8.25 4,850.70 128 ANGELO J. DEPALO 4555 DUNE DRIVE Two 550 4131215 500,000.00 406,231.01 180 7.625 4,670.65 127 MARIO MEDORI 182 62ND STREET Two 551 4161147 275,000.00 223,537.23 180 9 2,789.24 123 C. K. DUNN 1112 N RIO VISTA BLVD Two 552 4190939 280,000.00 229,601.32 180 8.25 2,716.40 127 CRAIG L. HENRY 9986 TELSA ROAD Two 553 4224972 460,000.00 373,231.63 180 8.875 4,631.49 123 JOHN J. DAVIS 26 STILLFOREST Two 554 4225691 307,000.00 250,795.50 180 9 3,113.80 124 ROBERT C. SCHULTZ 11188 LEO COLLINS DRIVE Two 555 4620288 750,000.00 632,341.46 180 9.25 7,718.95 130 JOSEPH GRAFFEO 4845 REGENCY COURT Page 15
EX-4131st Page of 202TOC1stPreviousNextBottomJust 131st
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street Two 556 4722357 500,000.00 421,499.27 180 7.5 4,635.06 138 JOANNE MAINARDI 7C LONG BEACH BOULEVARD Two 557 4734119 277,600.00 231,450.39 180 8.75 2,774.47 129 ROBERT L. ROUNER 2010 BACK BAY COURT Two 558 4765677 750,000.00 634,715.36 180 7.75 7,059.57 135 EDWARD A. JOHNSON 6133 N. 61ST PLACE Two 559 4777530 239,350.00 201,212.99 180 9.125 2,445.48 130 HUGH C. WILFONG 710 SADDLEWOOD LANE Two 560 4779660 324,400.00 273,587.77 180 8 3,100.14 134 JACK D. LOFTIS 4212 MARQUETTE ST Two 561 4780047 217,500.00 184,083.67 180 8.125 2,094.27 134 JON M. MORGAN 1706 MABERRY Two 562 4780455 214,850.00 181,266.15 180 7.875 2,037.75 134 JAMES T. HEGENBARTH 11214 HERMOSA COURT Two 563 4780466 300,000.00 253,106.57 180 7.875 2,845.35 134 MICHAEL K. SWAN 882 COUNTRY LANE Two 564 4780885 354,950.00 298,066.14 180 7.875 3,366.52 133 JOHN L. FALIK 10903 WICKWILD ST Two 565 4781120 210,000.00 176,345.24 180 7.875 1,991.75 133 WILLIAM HALEY 24926 NORTHAMPTON FOREST Two 566 4781684 420,000.00 355,994.12 180 7.875 3,983.49 135 JAMES DAVIS 598 PIFER ROAD Two 567 4859249 288,750.00 238,797.92 180 8.875 2,907.26 127 STANLEY KRIEGER 2475 S BAYSHORE DRIVE VIL #1 Two 568 4960297 410,000.00 348,059.38 180 8 3,918.18 135 JOSEPH F. WILLETT 112 HOLBROOK TRAIL Two 569 5492784 385,600.00 300,503.80 120 7.5 4,577.15 85 KENNETH M. ROSEMAN 909 NORTH DUPONT ROAD Two 570 5686226 266,000.00 200,528.03 120 7.625 3,174.85 81 WOOK C. CHONG 583 REYNARD COURT Two 571 5739297 400,000.00 350,337.99 180 7.625 3,736.52 143 MICHAEL S. BASOFIN 1480 KURTIS LANE Two 572 5859437 515,000.00 459,453.42 180 6.875 4,593.05 149 ROBERT C CARR 140 TUSCALOOSA AVE Two 573 5901260 231,000.00 208,894.10 180 7.5 2,141.40 151 HOWARD F. FREEDMAN 3091 DRIFTWOOD LANE Two 574 5917668 609,000.00 496,806.92 180 6.625 5,346.99 152 VEERENDRA L. NANDIGAM 30 RIDGE CREEK TRAIL Two 575 6377894 350,000.00 270,028.98 180 7.25 3,244.80 116 TEDDY THEODORIS 14 SHERWOOD GATE Two 576 6398737 220,000.00 177,879.88 180 9.625 2,313.92 120 DONALD A. OAKES 121 W. 20TH ST. #3D Two 577 6403848 311,250.00 250,893.02 180 9.75 3,297.27 119 THOMAS G. TAYLOR 7 OLD WOODS RD Two 578 6418980 290,000.00 235,638.05 180 9.625 3,050.17 121 SHU Y. CHEN 240 77TH STREET Two 579 6428860 340,000.00 275,005.10 180 8.875 3,423.28 124 MARIE J. CASTADOT 21 WASHINGTON DR Two 580 6446760 230,000.00 186,615.46 180 8.875 2,315.75 123 JOSE V. MEIRELLES 343 EAST 30TH ST. #21L Two 581 6456662 500,000.00 415,633.86 180 8.875 5,034.23 128 STEVEN MENDELOW BENDER WAY Two 582 6459853 225,000.00 183,010.60 180 8.375 2,199.21 125 ALMA V. GOLDSTEIN 8 CHESTNUT LANE #4 Two 583 6463293 266,200.00 221,933.41 180 9.125 2,719.81 128 LUZMINDA B. CONCEPCION 236 E 47TH ST UNIT 35C Two 584 6475940 250,000.00 200,050.13 180 8.125 2,407.21 127 HAROLD J. GORDON 8 DURHAM DRIVE Two 585 6479362 278,000.00 224,702.17 180 7.625 2,596.89 126 ARLENE FREEMAN 251 WHITMAN DRIVE Two 586 6480667 252,000.00 208,392.90 180 8.5 2,481.55 128 MURIEL GONZALEZ 60 ISLAND WALK Two 587 6495063 230,000.00 194,476.74 180 9.125 2,349.95 131 KYONGHO S. CHOI 20 WOODLAND PLACE Two 588 6498957 250,000.00 211,387.93 180 9.125 2,554.29 131 FLORESTANO GIRARDI 6 SHADY LANE Two 589 6557138 320,000.00 268,687.05 180 8.25 3,104.45 132 DENISE BARBUT 70 EAST 77TH STREET #9C Two 590 6563630 768,000.00 655,198.85 180 9.375 7,961.82 133 GERARD F. VITALE 7 LATTINGTOWN WOODS COURT Two 591 6657391 255,000.00 218,443.60 180 8 2,436.92 137 DONALD KOHLREITER 155 EAST 34TH STREET #17G Two 592 6672282 440,000.00 375,934.87 180 8.25 4,268.62 139 ROBERT L. LO BAITO 18 ST. JAMES PLACE Page 16
EX-4132nd Page of 202TOC1stPreviousNextBottomJust 132nd
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street Two 593 6688318 260,000.00 220,029.66 180 7.375 2,391.81 136 KATHLEEN LEE-JOHNSTON 6 PIN OAK COURT Two 594 6688941 270,000.00 225,144.33 180 7.625 2,522.16 138 ALAN SHAPIRO 20 MANOR LANE Two 595 6696746 245,000.00 210,982.88 180 8.125 2,359.07 138 CAREY DOLGIN 16 OVERLOOK ROAD Two 596 6750047 275,000.00 237,792.24 180 7.25 2,510.38 141 JAMES E. O'NEILL JR 39 VASSAR STREET Two 597 6780274 300,000.00 261,634.90 180 7.25 2,738.59 143 JOHN J. KING 20 JOSEPHINE LANE Two 598 6827550 340,000.00 302,495.83 180 7.5 3,151.85 147 LAUREN LYNCH 300 E. 62ND STREET #2502 Two 599 6831954 250,000.00 218,895.40 180 6.75 2,212.28 145 NORMAN L. STEELE KELP WALK Two 600 6864920 350,000.00 309,944.98 180 7 3,145.90 147 MAX I. HAMBURGER 6 MICOLE COURT Two 601 6911725 236,250.00 210,513.28 180 6.75 2,090.60 149 ALLAN CASSORLA 93 BUENA VISTA DRIVE Two 602 6919057 255,000.00 220,219.50 180 6.75 2,256.52 150 JEFFREY H. FOX 1 RIDGE LANE Two 603 6954342 240,000.00 215,712.04 180 7.25 2,190.88 150 RONEN D. MASHALL 12 CHADWICK ROAD Two 604 6968143 270,000.00 246,159.25 180 7 2,426.84 154 KENNETH GORDON 11 AVONDALE ROAD Two 605 6986371 400,000.00 363,589.20 180 7.25 3,651.46 153 MOHSEN ALIDADI 15 COLONIAL ROAD Two 606 7121309 300,000.00 252,936.54 180 9.25 3,087.58 130 DIANA AZRAK 5 LYNHAVEN CT Two 607 7607876 285,000.00 252,505.58 180 7.5 2,641.99 146 JOHN H. COPE 2907 PENINSULA PT Two 608 7654854 343,000.00 290,270.29 180 7.375 3,155.34 136 JOSEPH A. GUNDERMAN III 9 SOUND BAY DRIVE Two 609 7718593 428,350.00 338,577.68 180 7.25 3,910.25 146 DIMITRIOS PAPADOPOULOS 14 WOODS END ROAD LOT #13 Two 610 7758055 446,000.00 384,285.10 180 8.5 4,391.94 137 OMAR PASALODOS 100 E SUNRISE AVE Two 611 7960781 378,000.00 326,643.05 180 8.375 3,694.67 138 ELIE M. SAAD 2173 E. 5TH. ST. Two 612 7965672 232,500.00 202,324.02 180 8.625 2,306.59 139 JOHN J. PELLEGRINI 4 GLENWOLDE PARK Two 613 8193112 268,400.00 232,726.12 180 7.5 2,488.10 141 DONALD L. MOORE 8100 OCEANFRONT Two 614 8276016 297,000.00 268,035.97 180 7.25 2,711.20 151 DANIEL F. CROUGH 1471 FLAT ROCK ROAD Two 615 8277766 304,000.00 268,980.83 180 7.25 2,775.11 149 MICHAEL A. FIORI AND 39 WATER WAY Two 616 8291155 336,000.00 303,228.63 180 7.25 3,067.22 151 DONALD A. SIVICK, JR. 1326 TANGLEWOOD DRIVE Two 617 8314240 237,600.00 213,507.21 180 7.25 2,168.97 150 JOHN R. MUHLSTEFF 23 DURHAM PLACE Two 618 8317940 240,000.00 215,712.04 180 7.25 2,190.88 150 ROBERT D. JOHNSON 280 SUMMERTIME Two 619 8318422 649,900.00 588,894.89 180 7.25 5,932.70 152 LAWRENCE FRIEDMAN 1688 54TH STREET Two 620 8358427 221,000.00 198,635.04 180 7.25 2,017.43 150 GARY J. MORRIS 22999 ROAD 238 Two 621 8360804 380,000.00 341,903.03 180 7.375 3,495.73 150 MORTIMER MARKMAN 3 CORWOOD ROAD Two 622 8402234 458,400.00 414,115.65 180 7.375 4,216.93 151 HAZARI MUDULI 28 SUNNY LANE Two 623 8404375 239,000.00 215,692.25 180 7.25 2,181.74 151 WILLIAM B. FRITZ 18 LAKEVIEW AVE E Two 624 8405549 750,000.00 672,783.25 180 7.5 6,952.60 149 PATRICK D. SNUFFER 5559 EDLEN DRIVE Two 625 8419496 649,000.00 585,708.01 180 7.25 5,924.48 151 JACK RAHMEY 1015 OCEAN PARKWAY Two 626 8424612 450,000.00 404,886.16 180 7.375 4,139.65 150 AYALA J. MALACH 1444 E 10TH STREET Two 627 8426458 515,000.00 465,716.50 180 7.5 4,774.11 151 SHLOMO TEITELBAUM 1418 58TH STREET Two 628 8456335 218,400.00 189,886.43 180 7.75 2,055.75 141 TSAO LIU 2841 ST ANDREWS RD Two 629 8460092 240,000.00 209,845.32 180 7.875 2,276.28 142 DAVID M. WILLIAMS, SR. 978 WINDSONG ROAD Page 17
EX-4133rd Page of 202TOC1stPreviousNextBottomJust 133rd
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street Two 630 8475566 212,000.00 184,072.78 180 7.625 1,980.36 141 MICHAEL E. BENDERSKY 1700 ASOLEADO LANE Two 631 8488580 288,000.00 234,484.89 180 7.25 2,629.05 141 DEAN L. FRANKLIN JR 11003 RAMBLING OAKS Two 632 8505168 425,000.00 371,116.95 180 7.75 4,000.43 142 JAMES W. JENKINS 12960 LINDEN CHURCH ROAD Two 633 8523782 262,000.00 223,552.48 180 7.625 2,447.42 141 DONALD P. HICKMAN 24 SYCAMORE CREEK Two 634 8550129 500,000.00 433,543.42 180 7.5 4,635.06 141 ALI H. ALKORAISHI 14292 OLDWOOD RD Two 635 8597280 285,000.00 248,645.06 180 7.25 2,601.66 143 HENRY H. CHANG 1805 KRESSON RD. Two 636 8602889 294,000.00 255,362.80 180 7.25 2,683.82 142 SOLOMON TEKLU 3182 N. KEY BLVD. Two 637 8603382 300,000.00 261,620.68 180 7.625 2,802.39 142 RALPH W. ZIMMERMAN 2807 RABBIT HILL ROAD Two 638 8617252 397,500.00 348,225.40 180 7.25 3,628.63 144 GERARD A. MARGIOTTI, JR 3273 HARNESS DR. Two 639 8621089 277,500.00 244,525.11 180 7.375 2,552.79 145 GERALD W. PULLIN 811 NW 150TH Two 640 8627970 320,000.00 279,909.34 180 7.5 2,966.44 143 HENRY M. HOCHERMAN 3 BUTTONHOOK HOLW Two 641 8634150 290,000.00 255,083.03 180 7.625 2,708.98 144 ALFRED KAMALI 31 ALD GATE DRIVE EAST Two 642 8657610 262,500.00 230,021.57 180 7.25 2,396.27 144 THOMAS J. DERBES 2302 NORTH HARBOUR DRIVE Two 643 8706002 345,600.00 307,124.61 180 7.375 3,179.25 147 DAVID P. HUGHES 914 PENNWOOD CIR Two 644 8709000 500,000.00 438,483.06 180 7.75 4,706.38 143 HAL D. MC CONNAUGHEY 384 VALLEY VIEW DR Two 645 8735500 250,000.00 223,775.67 180 7.25 2,282.16 149 ROBERT R. ZIEGLER 6 YANKEE PEDDLER PATH Two 646 8863340 285,000.00 247,480.55 180 7.25 2,601.66 151 KIM E. BEATTIE 3403 CHICKERING LANE Two 647 9156279 265,000.00 198,246.35 180 7.25 2,419.09 144 MOCHE FAHAM 1960 HOMECREST AVENUE Two 648 9311542 356,000.00 315,999.26 180 7.25 3,249.80 147 VIJAY VERMA 19 BIRCHDALE LANE Two 649 9433368 271,000.00 242,374.50 180 7.625 2,531.49 148 FELIPE ROMANO 2420 NE 32ND CT Two 650 9446552 450,000.00 399,974.43 180 7.625 4,160.65 149 DEBORAH K MILLER 63 AVENDIA MESSINA Two 651 9644942 227,500.00 206,344.14 180 7.375 2,092.83 152 SHALOM D. WEISSBROT T-10 VACATION VILLAGE Two 652 9650796 430,000.00 384,894.03 180 7.25 3,925.32 149 DOUGLAS T. DIETERICH 62 JAMES STREET SOUTH AND Two 653 9656453 213,750.00 176,270.09 180 7.625 1,996.70 149 RAFIA A. DAVOUDI 2610 WILLOWGLEN DR. Two 654 9668623 271,700.00 244,446.32 180 6.875 2,423.17 151 DALMAS A. TAYLOR 3501 YACHT CLUB COURT Two 655 9779646 350,000.00 316,833.55 180 7.125 3,170.41 152 ISRAEL FELDMAN 10313 FLEMING AVENUE Two 656 9817155 840,000.00 756,575.59 180 7.5 7,786.91 150 KENNETH P. KIRCHMAN 104 SPRING LAKE LANE Two 657 9921532 292,190.00 263,538.66 180 7.25 2,667.30 151 WILLIAM C. LEWIS JR. 3831 BATTERSEA RD. Two 658 9947627 310,000.00 280,901.00 180 7.25 2,829.87 152 DAVID OLSHWANG 1436 47TH ST Two 659 9983336 265,500.00 239,850.93 180 7.375 2,442.40 151 DAVID L NAVRATIL 1967 DAVINA ST Two 660 9997476 540,000.00 491,272.47 180 7.25 4,929.46 153 BRIAN J. MURRAY 30 ANDOVER COURT Two 661 10051960 392,600.00 355,747.32 180 7.25 3,583.90 152 RITA KUO 33 PENNY LANE Two 662 10052419 223,200.00 189,530.75 180 7.25 2,037.51 153 RICHARD E. MILNE 1182 E BEAR HOLLOW CIRCLE Two 663 10152333 420,000.00 381,674.78 180 7.5 3,893.45 154 DANIEL E. STERN 5 MEADOWGATE EAST Two 664 10167749 325,000.00 297,382.84 180 7.5 3,012.79 154 MARK E. MORROW 9609 S INDIANAPOLIS Two 665 32602761 235,000.00 219,150.61 180 8.375 2,296.96 158 ELLIOT TYSON 13713 BAYLISS ROAD Two 666 32901037 562,500.00 471,872.99 0 8 6,824.67 93 IMAD Y. BAGHAL 88 DEAN DR. Page 18
EX-4134th Page of 202TOC1stPreviousNextBottomJust 134th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] Original August 1 Loan Cutoff Scheduled Group Record Loan Amt Balance Term Rate PI Maturity Name Street Two 667 60007529 290,000.00 264,878.27 180 7.25 2,647.31 154 ALBERT TOGUT 7 MIRRIELEES CIRCLE Two 668 60008929 430,000.00 394,977.71 180 7.5 3,986.16 155 JOSEPH P QUINLAN 808 BROADWAY APT #4MN Two 669 60074956 300,000.00 283,903.92 180 9.125 3,065.15 161 WILLIAM M. WRIGHT 418 EAST 59TH STREET, APT. 29A Two 670 60076281 1,100,000.00 1,042,046.58 180 9.25 11,321.12 161 IRA EISENSTADT 42 EAST 71ST STREET Page 19
EX-4135th Page of 202TOC1stPreviousNextBottomJust 135th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage One 1 3586800 BOULDER, CO CO 80303-0000 Single Family Primary 45.46 1,100,000.00 0 0.00% One 2 3590341 COLORADO SPRIN, CO CO 80908-0000 Single Family Primary 80 310,000.00 300,000.00 0.00% One 3 3592529 EL TORO, CA CA 92630-0000 Single Family Primary 90 275,000.00 274,900.00 0.00% One 4 3603716 PHOENIX, AZ AZ 85044-0000 Single Family Primary 90 370,000.00 381,708.00 0.00% One 5 3604151 PARADISE VALLE, AZ AZ 85253-0000 Single Family Primary 75 363,000.00 0 0.00% One 6 3606394 LITTLETON, CO CO 80122-0000 Single Family Primary 75 360,000.00 357,500.00 0.00% One 7 3607820 SUNNYVALE, CA CA 94086-0000 CONDO Primary 90 272,000.00 272,000.00 0.00% One 8 3626802 LOUISVILLE, KY KY 40223-0000 Single Family Primary 75 335,000.00 0 0.00% One 9 3680466 ST PETERSBURG, FL FL 33703-0000 Single Family Primary 90 317,500.00 317,500.00 0.00% One 10 3683384 COLORADO SPRINGS, CO CO 80904-0000 Single Family Primary 52.18 412,000.00 0 0.00% One 11 3693130 CRYSTAL LAKE, IL IL 60012-0000 Single Family Primary 73.44 320,000.00 320,000.00 0.00% One 12 3705192 GAHANNA, OH OH 43230-0000 Single Family Primary 80 260,000.00 0 0.00% One 13 3711800 JACKSONVILLE, FL FL 32225-0000 Single Family Primary 66.67 315,000.00 0 0.00% One 14 3714580 AURORA, CO CO 80016-0000 Single Family Primary 80 377,000.00 375,000.00 0.00% One 15 3963857 HOUSTON, TX TX 77030-0000 Single Family Primary 89.99 253,500.00 245,250.00 0.00% One 16 3975801 HOUSTON, TX TX 77098-0000 Single Family Primary 84.99 340,000.00 337,500.00 0.00% One 17 4018948 EL PASO, TX TX 79912-0000 Single Family Primary 79.99 305,000.00 261,600.00 0.00% One 18 4053086 DALLAS, TX TX 75240-0000 Single Family Primary 54.78 565,000.00 0 0.00% One 19 4160665 ORLANDO, FL FL 32837-0000 Single Family Primary 75 375,000.00 360,000.00 0.00% One 20 4161930 LONGWOOD, FL FL 32779-0000 Single Family Primary 66.67 327,000.00 0 0.00% One 21 4161941 LAKE MARY, FL FL 32746-0000 Single Family Primary 66.67 330,000.00 0 0.00% One 22 4164258 ASHEVILLE, NC NC 28803-0000 Single Family Primary 80 337,500.00 337,000.00 0.00% One 23 4167267 CHICAGO, IL IL 60611-0000 CONDO Primary 63.42 410,000.00 410,000.00 0.00% One 24 4172336 GURNEE, IL IL 60031-0000 Single Family Primary 77.39 283,000.00 0 0.00% One 25 4173929 ST CHARLES, IL IL 60174-0000 Single Family Primary 61.73 810,000.00 810,000.00 0.00% One 26 4175630 LOS ANGELES, CA CA 90064-0000 Single Family Primary 46.3 540,000.00 0 0.00% One 27 4175877 NEWPORT BEACH, CA CA 92660-0000 Single Family Primary 53.1 565,000.00 0 0.00% One 28 4176086 MISSION VIEJO, CA CA 92691-0000 Single Family Primary 75 305,000.00 0 0.00% One 29 4181610 GOLD RIVER, CA CA 95670-0000 Single Family Primary 73.81 285,000.00 284,500.00 0.00% One 30 4189248 LOS ALTOS, CA CA 94022-0000 Single Family Primary 59.63 1,100,000.00 1,090,000.00 0.00% One 31 4189849 DANVILLE, CA CA 94506-0000 Single Family Primary 80 288,000.00 288,000.00 0.00% One 32 4190178 CASTRO VALLEY, CA CA 94552-0000 Single Family Primary 75 370,000.00 370,000.00 0.00% One 33 4198307 BARRINGTON, IL IL 60010-0000 Single Family Primary 51.16 430,000.00 0 0.00% One 34 4206904 BRANFORD, CT CT 06405-0000 Single Family Primary 79.98 314,000.00 311,324.00 0.00% One 35 4222241 HOUSTON, TX TX 77024-0000 Single Family Primary 90 332,000.00 328,000.00 0.00% One 36 4224065 HOUSTON, TX TX 77079-0000 Single Family Primary 79.8 300,000.00 0 0.00% One 37 4226639 PLANO, TX TX 75093-0000 Single Family Primary 75 1,000,000.00 0 0.00% Page 20
EX-4136th Page of 202TOC1stPreviousNextBottomJust 136th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage One 38 4226774 MISSION, TX TX 78572-0000 Single Family Primary 65.79 380,000.00 380,000.00 0.00% One 39 4227642 GARLAND, TX TX 75043-0000 Single Family Primary 79.91 274,000.00 0 0.00% One 40 4334846 SOUTH SALEM, NY NY 10590-0000 Single Family Primary 80 280,000.00 277,500.00 0.00% One 41 4347575 PALESTINE, TX TX 75801-0000 Single Family Primary 74.88 304,500.00 0 0.00% One 42 4613307 SAN JUAN CAPIS, CA CA 92675-0000 Single Family Primary 62.22 360,000.00 360,000.00 0.00% One 43 4614751 DANA POINT, CA CA 92629-0000 Single Family Primary 75 370,000.00 0 0.00% One 44 4614944 MISSION VIEJO, CA CA 92692-0000 Single Family Primary 80 295,000.00 281,000.00 0.00% One 45 4615110 MIAMI, FL FL 33156-0000 Single Family Primary 53.91 575,000.00 0 0.00% One 46 4617749 DENVER, CO CO 80210-0000 Single Family Primary 91.71 258,000.00 257,824.00 0.00% One 47 4618967 TAMPA, FL FL 33629-0000 Single Family Primary 47.34 490,000.00 0 0.00% One 48 4620936 SEMINOLE, FL FL 34646-0000 Single Family Primary 61.47 340,000.00 0 0.00% One 49 4630601 (SHERMAN OAKS , CA CA 91403-0000 Single Family Primary 67.53 385,000.00 385,000.00 0.00% One 50 4630951 SANTA MONICA, CA CA 90402-0000 Single Family Primary 69.88 830,000.00 830,000.00 0.00% One 51 4631910 LAGUNA NIGUEL, CA CA 92677-0000 Single Family Primary 90 305,000.00 305,000.00 0.00% One 52 4632731 LOS ANGELES, CA CA 90036-0000 CONDO Primary 57.41 540,000.00 0 0.00% One 53 4633643 GOLDEN, CO CO 80401-0000 Single Family Primary 63.46 520,000.00 0 0.00% One 54 4639661 CASTRO VALLEY, CA CA 94552-0000 Single Family Primary 67.42 380,000.00 0 0.00% One 55 4639672 SAN JOSE, CA CA 95120-0000 Single Family Primary 71.43 350,000.00 0 0.00% One 56 4646645 BARRINGTON HIL, IL IL 60010-0000 Single Family Primary 53.57 560,000.00 0 0.00% One 57 4647852 HIGHLAND PARK, IL IL 60035-0000 Single Family Primary 30.97 975,000.00 0 0.00% One 58 4649326 MEGGETT, SC SC 29449-0000 Single Family Primary 71.34 771,000.00 0 0.00% One 59 4654097 COLORADO SPRIN, CO CO 80906-0000 Single Family Primary 75.71 350,000.00 350,000.00 0.00% One 60 4654654 TOLEDO, OH OH 43623-0000 Single Family Primary 79.65 292,000.00 282,500.00 0.00% One 61 4658757 LONGMONT, CO CO 80503-0000 Single Family Primary 80 485,000.00 485,000.00 0.00% One 62 4661230 MARIETTA, GA GA 30068-0000 Single Family Primary 63.31 357,000.00 347,500.00 0.00% One 63 4666620 MC HENRY, IL IL 60050-0000 Single Family Primary 70 400,000.00 0 0.00% One 64 4716650 SHARON HILLS, NJ NJ 07078-0000 Single Family Primary 74.56 855,000.00 0 0.00% One 65 4718203 HARDING TWP, NJ NJ 07976-0000 Single Family Primary 64.15 1,300,000.00 1,300,000.00 0.00% One 66 4725560 RIDGEWOOD, NJ NJ 07450-0000 Single Family Primary 80 360,000.00 350,000.00 1.03% One 67 4731507 DALLAS, TX TX 75225-0000 Single Family Primary 90 300,000.00 300,000.00 0.00% One 68 4731722 HOUSTON, TX TX 77005-0000 Single Family Primary 88.04 357,500.00 0 0.00% One 69 4731813 DESOTO, TX TX 75115-0000 Single Family Primary 89.99 288,800.00 0 0.00% One 70 4732430 SPRING, TX TX 77379-0000 Single Family Primary 72.8 348,000.00 0 0.00% One 71 4733488 HOUSTON, TX TX 77079-0000 Single Family Primary 83.72 270,000.00 0 0.00% One 72 4733659 DALLAS, TX TX 75214-0000 Single Family Primary 86.79 265,000.00 0 0.00% One 73 4733976 COLLEYVILLE, TX TX 76034-0000 Single Family Primary 80 350,000.00 350,000.00 0.00% One 74 4734731 KINGWOOD, TX TX 77345-0000 Single Family Primary 60.69 435,000.00 435,000.00 0.00% Page 21
EX-4137th Page of 202TOC1stPreviousNextBottomJust 137th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage One 75 4734753 PLANO, TX TX 75023-0000 Single Family Primary 87.52 270,000.00 270,000.00 0.00% One 76 4735235 KINGWOOD, TX TX 77339-0000 Single Family Primary 80 600,000.00 585,000.00 0.00% One 77 4735359 HOUSTON, TX TX 77025-0000 Single Family Primary 90 409,000.00 408,500.00 0.00% One 78 4735869 HOUSTON, TX TX 77005-0000 Single Family Primary 74.58 310,000.00 310,000.00 0.00% One 79 4750986 WINTER PARK, FL FL 32789-0000 Single Family Primary 74.29 525,000.00 0 0.00% One 80 4755028 HUNTERSVILLE, NC NC 28078-0000 Single Family Primary 65.48 420,000.00 0 0.00% One 81 4768610 LEUCODIA, CA CA 92024-0000 Single Family Primary 66.67 1,500,000.00 0 0.00% One 82 4769328 LOS ANGELES, CA CA 90010-0000 CONDO Primary 66.2 355,000.00 0 0.00% One 83 4769690 REDONDO BEACH, CA CA 90278-0000 CONDO Primary 75 326,000.00 0 0.00% One 84 4772377 PEPPER PIKE, OH OH 44124-0000 Single Family Primary 89.89 447,000.00 445,000.00 0.00% One 85 4778599 DALLAS, TX TX 75238-0000 Single Family Primary 90 244,500.00 0 0.00% One 86 4778657 HOUSTON, TX TX 77024-0000 Single Family Primary 90 305,000.00 298,000.00 0.00% One 87 4778941 HOUSTON, TX TX 77046-0000 Single Family Primary 53.22 500,000.00 450,000.00 0.00% One 88 4779820 HOUSTON, TX TX 77062-0000 Single Family Primary 89.47 475,000.00 475,000.00 0.00% One 89 4780524 HOUSTON, TX TX 77068-0000 Single Family Primary 57.22 395,000.00 0 0.00% One 90 4780965 PLANO, TX TX 75086-0000 Single Family Primary 77.7 296,000.00 296,000.00 0.00% One 91 4781174 HOUSTON, TX TX 77024-0000 Single Family Primary 88.71 280,000.00 0 0.00% One 92 4781210 PLANO, TX TX 75093-0000 Single Family Primary 73.93 519,000.00 499,276.59 0.00% One 93 4781243 COLLEYVILL, TX TX 76034-0000 Single Family Primary 80 320,000.00 0 0.00% One 94 4781276 DALLAS, TX TX 55555-0000 Single Family Primary 75 315,000.00 0 0.00% One 95 4781786 HOUSTON, TX TX 70240-0000 Single Family Primary 90 251,000.00 233,000.00 0.00% One 96 4781822 DALLAS, TX TX 75287-0000 Single Family Primary 90 325,000.00 325,000.00 0.00% One 97 4782188 HOUSTON, TX TX 77055-0000 Single Family Primary 64.47 380,000.00 0 0.00% One 98 4788661 RUMSON, NJ NJ 07760-0000 Single Family Primary 80 1,000,000.00 1,000,000.00 2.76% One 99 4818660 RINGOES, NJ NJ 08551-0000 Single Family Primary 90 310,000.00 308,000.00 1.03% One 100 4819404 OCEAN CITY, NJ NJ 08226-0000 CONDO Vacation 70 410,000.00 372,500.00 2.76% One 101 4819878 GLEN RIDGE, NJ NJ 07028-0000 Single Family Primary 80 565,000.00 565,000.00 0.00% One 102 4919023 RENO, NV NV 89509-0000 Single Family Primary 70 740,000.00 760,000.00 0.00% One 103 4934446 GREENSBORO, NC NC 27408-0000 Single Family Primary 90 290,000.00 290,000.00 0.00% One 104 4941339 TALLAHASSEE, FL FL 32312-0000 Single Family Primary 89.79 235,000.00 235,000.00 0.00% One 105 4944144 ASPEN, CO CO 81611-0000 Single Family Primary 24 2,500,000.00 0 0.00% One 106 4944938 FORT COLLINS, CO CO 80524-0000 Single Family Primary 90 310,000.00 310,000.00 0.00% One 107 4961198 CHARLOTTE, NC NC 28270-0000 Single Family Primary 83.06 265,000.00 0 0.00% One 108 4969495 DELAFIELD, WI WI 53018-0000 Single Family Primary 71.69 418,500.00 440,000.00 0.00% One 109 4972354 GREENVILLE, SC SC 29651-0000 Single Family Primary 80 356,000.00 356,000.00 0.00% One 110 4973448 HENDERSONVILLE, NC NC 28739-0000 Single Family Primary 74.99 455,000.00 0 0.00% One 111 4979772 HIGHLANDS RANCH CO CO 80126-0000 Single Family Primary 86.08 255,000.00 255,000.00 0.00% Page 22
EX-4138th Page of 202TOC1stPreviousNextBottomJust 138th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage One 112 4994958 EDWARDS, CO CO 81632-0000 Single Family Primary 74.07 675,000.00 0 0.00% One 113 4995881 MATTHEWS, NC NC 28105-0000 Single Family Primary 80 380,000.00 0 0.00% One 114 4996385 GREENVILLE, SC SC 29607-0000 Single Family Primary 90 350,000.00 0 0.00% One 115 5097950 PHOENIX, AZ AZ 85044-0000 Single Family Primary 72.46 345,000.00 0 0.00% One 116 5211091 SHARON, MA MA 02067-0000 Single Family Primary 80 332,000.00 322,000.00 0.00% One 117 5317128 JUPITER, FL FL 33477-0000 Single Family Primary 55.17 725,000.00 0 0.00% One 118 5639204 LIGHTHOUSE PT FL FL 33064-0000 Single Family Primary 90 285,000.00 280,000.00 0.00% One 119 5708657 HUNTSVILLE, AL AL 35802-0000 Single Family Primary 72.46 345,000.00 0 0.00% One 120 5790228 METAIRIE, LA LA 70002-0000 Single Family Primary 80 420,000.00 420,000.00 0.00% One 121 5803421 NORTHRIDGE, CA CA 91326-0000 Single Family Primary 78.87 355,000.00 355,000.00 0.00% One 122 5805879 LOS ANGELES, CA CA 90046-0000 Multi Family Primary 80 350,000.00 0 0.00% One 123 5807808 MALIBU, CA CA 90265-0000 Single Family Vacation 58.21 950,000.00 0 0.00% One 124 5808593 LOS ANGELES, CA CA 91316-0000 Single Family Primary 47.91 550,000.00 0 2.76% One 125 5808899 NEWPORT BEACH, CA CA 92660-0000 Single Family Primary 44.1 1,950,000.00 0 2.76% One 126 5809381 SANTA MONICA, CA CA 90402-0000 CONDO Primary 75 785,000.00 0 2.76% One 127 5820089 SCOTTSDALE, AZ AZ 85258-0000 Single Family Primary 90 263,000.00 0 0.00% One 128 5824228 TUCSON, AZ AZ 85716-0000 Single Family Primary 80 615,000.00 0 0.00% One 129 5828896 SCOTTSDALE, AZ AZ 85253-0000 PUD Primary 80 440,000.00 0 1.03% One 130 5850793 PLEASANTON, CA CA 94566-0000 Single Family Primary 80 340,000.00 340,000.00 0.00% One 131 5853929 ROCKLIN, CA CA 95765-0000 Single Family Primary 90 236,000.00 235,450.00 1.03% One 132 5854987 SAN FRANCISCO, CA CA 94133-0000 CONDO Primary 69.46 550,000.00 0 0.00% One 133 5855811 ORINDA, CA CA 94563-0000 Single Family Primary 77.28 427,000.00 0 1.03% One 134 5857577 LOS ALTOS, CA CA 94022-0000 Single Family Primary 67 597,000.00 0 0.00% One 135 5857985 LOS ALTOS, CA CA 94024-0000 Single Family Primary 70.19 520,000.00 0 2.76% One 136 5896320 KNOXVILLE, TN TN 37931-0000 Single Family Primary 78.83 300,000.00 0 0.00% One 137 5904510 ORIENT POINT, NY NY 11939-0000 Single Family Vacation 48.78 615,000.00 0 0.00% One 138 5993906 PLANTATION, FL FL 33317-0000 Single Family Primary 56.97 409,000.00 0 0.00% One 139 6367416 SAGAPONACK, NY NY 11962-0000 Single Family Vacation 31.78 944,000.00 0 0.00% One 140 6376122 OLD GREENWICH, CT CT 06870-0000 CONDO Investor 80 330,000.00 330,000.00 0.00% One 141 6382431 FAIRFIELD, CT CT 06430-0000 Single Family Primary 80 450,000.00 435,000.00 0.00% One 142 6396753 NEW YORK, NY NY 10017-0000 CONDO Primary 74.7 415,000.00 415,000.00 0.00% One 143 6407962 WOODCLIFF LAKE, NJ NJ Jul-2000 Single Family Primary 72.73 340,000.00 330,000.00 0.00% One 144 6412281 BRONXVILLE, NY NY 10708-0000 Single Family Primary 80 617,000.00 615,000.00 0.00% One 145 6415202 CEDARHURST, NY NY 11516-0000 Single Family Primary 65.54 325,000.00 0 0.00% One 146 6417944 RYEBROOK, NY NY 10573-0000 Single Family Primary 68.57 350,000.00 350,000.00 1.03% One 147 6423110 GREAT NECK, NY NY 11020-0000 Single Family Investor 66.67 345,000.00 345,000.00 0.00% One 148 6424305 SOUTHPORT, CT CT 06490-0000 Single Family Primary 63.16 475,000.00 0 0.00% Page 23
EX-4139th Page of 202TOC1stPreviousNextBottomJust 139th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage One 149 6424611 DIX HILLS, NY NY 11746-0000 Single Family Primary 90 280,000.00 270,000.00 0.00% One 150 6426694 BEDFORD, NY NY 10506-0000 Single Family Primary 80 335,000.00 335,000.00 0.00% One 151 6431140 ROSLYN, NY NY 11576-0000 Single Family Primary 80 422,000.00 0 0.00% One 152 6433292 PURCHASE, NY NY 10577-0000 Single Family Primary 19.55 2,250,000.00 0 0.00% One 153 6434717 HASTING ON HUD, NY NY 10706-0000 Single Family Primary 77.14 350,000.00 405,000.00 0.00% One 154 6438729 BRONX, NY NY 10465-0000 Single Family Primary 75.59 340,000.00 0 0.00% One 155 6441891 PELHAM MANOR, NY NY 10803-0000 Single Family Primary 37.21 1,075,000.00 0 0.00% One 156 6443401 CEDAR GROVE, NJ NJ 07009-0000 Single Family Primary 65.52 600,000.00 580,000.00 0.00% One 157 6444878 NEW YORK, NY NY 10024-0000 CONDO Primary 80 260,000.00 260,000.00 0.00% One 158 6449420 RIDGEWOOD, NJ NJ 07450-0000 Single Family Primary 70.12 435,000.00 435,000.00 0.00% One 159 6451670 MAMARONECK, NY NY 10543-0000 Single Family Primary 80 348,000.00 347,500.00 0.00% One 160 6452231 BRIDGEPORT, CT CT 06605-0000 Single Family Primary 75 540,000.00 540,000.00 0.00% One 161 6455182 NEW YORK, NY NY 10128-0000 COOP Primary 80 625,000.00 625,000.00 0.00% One 162 6456684 GRANITE SPRING, NY NY 10527-0000 Single Family Primary 65.39 390,000.00 0 0.00% One 163 6457290 SCARSDALE, NY NY 10583-0000 CONDO Primary 73.53 340,000.00 0 0.00% One 164 6457949 NEW YORK, NY NY 10023-0000 COOP Primary 68.69 495,000.00 495,000.00 0.00% One 165 6459570 OYSTER BAY, NY NY 11771-0000 Single Family Primary 80 280,000.00 273,500.00 0.00% One 166 6460863 IRVINGTON, NY NY 10591-0000 CONDO Primary 80 281,000.00 280,000.00 0.00% One 167 6461040 OCEAN TWP, NJ NJ 07712-0000 Single Family Primary 75.97 286,000.00 285,000.00 0.00% One 168 6461301 VOORHEES, NJ NJ 08043-0000 Single Family Primary 77.42 310,000.00 310,000.00 0.00% One 169 6461935 WEST ORANGE, NJ NJ 07052-0000 Single Family Primary 78.43 510,000.00 0 0.00% One 170 6463861 MONTVILLE, NJ NJ 07045-0000 Single Family Primary 72.99 685,000.00 0 0.00% One 171 6464977 SOUTH SALEM, NY NY 10590-0000 Single Family Primary 84.38 365,000.00 0 0.00% One 172 6465700 PLEASANTVILLE, NY NY 10570-0000 Single Family Primary 67.96 515,000.00 535,000.00 0.00% One 173 6465743 PELHAM, NY NY 10803-0000 Single Family Primary 59.48 580,000.00 643,000.00 0.00% One 174 6465970 NEW YORK, NY NY 10002-0000 COOP Primary 68.85 400,000.00 0 0.00% One 175 6468173 SCARSDALE, NY NY 10583-0000 CONDO Primary 80 385,000.00 375,000.00 0.00% One 176 6469008 JAMAICA ESTATE, NY NY 11432-0000 Single Family Primary 80 500,000.00 500,000.00 0.00% One 177 6469143 PLEASANTVILLE, NY NY 10570-0000 Single Family Primary 60 375,000.00 385,000.00 0.00% One 178 6470812 NORTH SALEM, NY NY 10560-0000 Single Family Primary 77.78 360,000.00 360,000.00 0.00% One 179 6471167 HARRISON, NY NY 10528-0000 Single Family Primary 80 555,000.00 0 0.00% One 180 6471371 HUNTINGTON, NY NY 11743-0000 Single Family Primary 54.95 455,000.00 0 0.00% One 181 6472080 NEW YORK, NY NY 10128-0000 CONDO Primary 70 1,100,000.00 1,100,000.00 0.00% One 182 6474121 DARIEN, CT CT 06820-0000 Single Family Primary 90 345,000.00 345,000.00 0.00% One 183 6475510 LARCHMONT, NY NY 10538-0000 Single Family Primary 76.43 395,000.00 392,500.00 0.00% One 184 6475929 MILFORD, CT CT 06460-0000 Single Family Primary 55.81 430,000.00 0 0.00% One 185 6477550 NORTHPORT, NY NY 11768-0000 Single Family Primary 78.33 300,000.00 325,000.00 0.00% Page 24
EX-4140th Page of 202TOC1stPreviousNextBottomJust 140th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage One 186 6480769 WHITE PLAINS, NY NY 10605-0000 Single Family Primary 64.62 325,000.00 365,000.00 0.00% One 187 6481852 NY, NY NY 10025-0000 Single Family Primary 34.62 1,300,000.00 0 0.00% One 188 6482764 BLAUVELT, NY NY 10913-0000 Single Family Primary 78.33 600,000.00 0 0.00% One 189 6485139 BRIARCLIFF, NY NY 10510-0000 Single Family Primary 90 417,000.00 370,000.00 0.00% One 190 6486164 MILLBURN TWSP, NJ NJ 07078-0000 Single Family Primary 78.08 511,000.00 0 0.00% One 191 6486335 NEW YORK, NY NY 10022-0000 COOP Investor 41.67 600,000.00 600,000.00 0.00% One 192 6486845 EAST BRUNSWICK, NJ NJ 08816-0000 Single Family Primary 75 320,000.00 0 0.00% One 193 6487837 LITTLE NECK, NY NY 11362-0000 Single Family Primary 88.71 310,000.00 0 0.00% One 194 6489435 RIDGEFIELD, CT CT 06877-0000 Single Family Primary 78.07 415,000.00 0 0.00% One 195 6491700 BEDFORD HILLS, NY NY 10507-0000 Single Family Primary 79.7 268,500.00 268,500.00 0.00% One 196 6492600 NORTH MERRICK, NY NY 11566-0000 Single Family Primary 68.6 328,000.00 395,000.00 0.00% One 197 6494173 HAMPTON BAYS, NY NY 11946-0000 Single Family Primary 71.19 302,000.00 322,500.00 0.00% One 198 6497149 STAMFORD, CT CT 06902-0000 Single Family Primary 75 495,000.00 495,000.00 0.00% One 199 6497852 FIRE ISLAND PINES, NY NY 11782-0000 Single Family Primary 74.15 400,000.00 0 0.00% One 200 6497863 EAST HILLS, NY NY 11576-0000 Single Family Primary 73.39 545,000.00 0 0.00% One 201 6498630 ROSLYN, NY NY 11576-0000 Single Family Primary 63.01 365,000.00 0 0.00% One 202 6498651 HUNTINGTON, NY NY 11743-0000 Single Family Primary 80 350,000.00 0 0.00% One 203 6499188 GREAT NECK, NY NY 11023-0000 Single Family Primary 80 425,000.00 422,500.00 0.00% One 204 6499905 WATER MILL, NY NY 11976-0000 Single Family Primary 73.97 365,000.00 0 0.00% One 205 6500800 STAMFORD, CT CT 06902-0000 Single Family Primary 70.97 620,000.00 620,000.00 0.00% One 206 6501009 STAMFORD, CT CT 06902-0000 Single Family Primary 76 375,000.00 0 0.00% One 207 6501381 GREAT NECK, NY NY 11023-0000 Single Family Primary 75 450,000.00 0 0.00% One 208 6501406 MERRICK, NY NY 11566-0000 Single Family Primary 49.43 435,000.00 0 0.00% One 209 6501417 NEW YORK, NY NY 10028-0000 CONDO Primary 65.73 715,000.00 0 0.00% One 210 6502792 IRVINGTON, NY NY 10533-0000 Single Family Primary 41.8 610,000.00 0 0.00% One 211 6502828 TENAFLY, NJ NJ 07670-0000 Single Family Primary 80 525,000.00 525,000.00 0.00% One 212 6504903 EAST HILLS, NY NY 11577-0000 Single Family Primary 56.53 490,000.00 500,000.00 0.00% One 213 6507832 BRONX , NY NY 10471-0000 Single Family Primary 79.6 630,000.00 627,500.00 0.00% One 214 6512956 DOBBS FERRY, NY NY 10522-0000 Single Family Primary 62.32 345,000.00 0 0.00% One 215 6513290 FOREST HILLS, NY NY 11375-0000 Single Family Primary 89.93 280,000.00 278,000.00 0.00% One 216 6518908 WOODBURY, NY NY 11797-0000 Single Family Primary 66.67 530,000.00 465,000.00 0.00% One 217 6519310 ROSLYN, NY NY 11576-0000 Single Family Primary 73.04 400,000.00 0 0.00% One 218 6528898 RYE, NY NY 10580-0000 Single Family Primary 66.8 485,000.00 0 0.00% One 219 6529278 NEW HYDE PARK, NY NY 11040-0000 Single Family Primary 80 312,000.00 312,000.00 0.00% One 220 6529482 DIX HILLS, NY NY 11746-0000 Single Family Primary 75 290,000.00 0 0.00% One 221 6534788 FLUSHING, NY NY 11365-0000 Single Family Primary 64.29 350,000.00 0 0.00% One 222 6536444 SCARSDALE, NY NY 10583-0000 Single Family Primary 80 280,000.00 262,500.00 0.00% Page 25
EX-4141st Page of 202TOC1stPreviousNextBottomJust 141st
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage One 223 6537200 MT VERNON, NY NY 10552-0000 Single Family Primary 87.74 310,000.00 0 0.00% One 224 6537593 NEW YORK, NY NY 10024-0000 COOP Primary 90 325,000.00 0 0.00% One 225 6542980 HOLLISWOOD, NY NY 11423-0000 Single Family Primary 74.63 335,000.00 0 0.00% One 226 6546084 GREAT NECK, NY NY 11021-0000 Single Family Primary 64.2 405,000.00 0 0.00% One 227 6546787 SOUTH HACKENSACK, NJ NJ 07606-0000 Multi Family Primary 63.91 435,000.00 0 0.00% One 228 6547101 POUND RIDGE, NY NY 10576-0000 Single Family Primary 80 340,000.00 0 0.00% One 229 6548432 BROOKLYN, NY NY 11215-0000 Single Family Primary 75 430,000.00 0 0.00% One 230 6548670 STAMFORD, CT CT 06902-0000 Single Family Primary 80 320,000.00 0 0.00% One 231 6553159 ROCKVILLE CTR, NY NY 11570-0000 Single Family Primary 75 300,000.00 335,000.00 0.00% One 232 6554570 NEW YORK, NY NY 10021-0000 CONDO Primary 41.67 872,000.00 840,000.00 0.00% One 233 6559756 MANHASSET, NY NY 11030-0000 Single Family Primary 80 305,000.00 0 1.03% One 234 6560438 STATEN ISLAND, NY NY 10305-0000 Multi Family Primary 70 600,000.00 0 0.00% One 235 6562400 FIRE ISLAND, NY NY 11734-0000 Single Family Vacation 76 325,000.00 0 0.00% One 236 6570588 WHITE PLAINS, NY NY 10606-0000 Single Family Primary 90 280,000.00 0 0.00% One 237 6572380 GREENWICH, CT CT 06830-0000 CONDO Primary 80 355,000.00 0.00 0.00% One 238 6575366 NEW YORK, NY NY 10028-0000 CONDO Primary 90 275,000.00 285,000.00 0.00% One 239 6576074 RANDOLPH, NJ NJ 07869-0000 Single Family Primary 56.28 430,000.00 0 0.00% One 240 6576880 HUNTINGTON, NY NY 11743-0000 Single Family Primary 77.88 340,000.00 321,000.00 0.00% One 241 6578568 RIVERDALE, NY NY 10400-0000 Single Family Primary 80 330,000.00 330,000.00 0.00% One 242 6579593 SCARSDALE, NY NY 10583-0000 Single Family Primary 80 325,000.00 0 0.00% One 243 6580592 SCARSDALE, NY NY 10583-0000 Single Family Primary 67.57 555,000.00 557,900.00 0.00% One 244 6580843 BROOKLYN, NY NY 11217-0000 Multi Family Primary 90 330,000.00 325,000.00 0.00% One 245 6585213 NEW YORK, NY NY 10023-0000 CONDO Vacation 79.66 467,000.00 0 0.00% One 246 6591170 BROOKHAVEN, NY NY 11719-0000 Single Family Primary 74.92 315,000.00 315,000.00 0.00% One 247 6591668 NEW YORK, NY NY 10011-0000 CONDO Primary 76.32 285,000.00 0 0.00% One 248 6592208 POUND RIDGE, NY NY 10576-0000 Single Family Primary 90 327,000.00 325,000.00 0.00% One 249 6595272 WHITE PLAINS, NY NY 10605-0000 Single Family Primary 45.59 680,000.00 0 0.00% One 250 6598281 PLAINVIEW, NY NY 11803-0000 Single Family Primary 70.77 325,000.00 0 0.00% One 251 6598452 BRONXVILLE, NY NY 10708-0000 Single Family Primary 80 590,000.00 585,000.00 0.00% One 252 6599411 LARCHMONT NY NY 10538-0000 Single Family Primary 80 535,000.00 0 0.00% One 253 6610456 NEW YORK, NY NY 10011-0000 COOP Primary 68.25 337,000.00 0 0.00% One 254 6613851 OLD FIELD, NY NY 11733-0000 Single Family Primary 80 335,000.00 315,000.00 0.00% One 255 6626219 RIDGEFIELD, CT CT 06877-0000 Single Family Primary 80 296,000.00 280,000.00 0.00% One 256 6626467 GREENWICH, CT CT 06830-0000 Single Family Primary 40.91 1,100,000.00 0 0.00% One 257 6629239 COLTS NECK, NJ NJ 07722-0000 Single Family Primary 80 348,000.00 0 0.00% One 258 6629272 WOODSBURGH, NY NY 11598-0000 Single Family Primary 83.83 835,000.00 835,000.00 0.00% One 259 6631514 FAIRFIELD, CT CT 06430-0000 Single Family Primary 76.79 280,000.00 0 0.00% Page 26
EX-4142nd Page of 202TOC1stPreviousNextBottomJust 142nd
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage One 260 6631897 SCARSDALE, NY NY 10583-0000 Single Family Primary 66.67 450,000.00 0 0.00% One 261 6633790 NEW YORK, NY NY 10024-0000 COOP Primary 71.43 700,000.00 700,000.00 0.00% One 262 6636245 TUCKAHOE, NY NY 10707-0000 Single Family Primary 79.51 327,000.00 327,000.00 0.00% One 263 6636686 STAMFORD, CT CT 06903-0000 Single Family Primary 76.11 450,000.00 450,000.00 0.00% One 264 6637805 MONTCLAIR, NJ NJ 07042-0000 Single Family Primary 69.88 415,000.00 0 0.00% One 265 6644390 NEW YORK, NY NY 10023-0000 CONDO Primary 79.66 525,000.00 525,000.00 0.00% One 266 6649393 ARDSLEY, NY NY 10502-0000 Single Family Primary 80 280,000.00 0 0.00% One 267 6650235 STATEN ISLAND, NY NY 10305-0000 Single Family Primary 69.77 430,000.00 0 0.00% One 268 6653620 DOBBS FERRY, NY NY 10522-0000 Single Family Primary 80 309,000.00 0 0.00% One 269 6653700 GREAT NECK, NY NY 11021-0000 Single Family Primary 70.24 336,000.00 336,000.00 0.00% One 270 6653890 BRIARCLIFF MNR NY NY 10510-0000 Single Family Primary 73.65 630,000.00 0 0.00% One 271 6653925 SOUTHAMPTON, NY NY 11968-0000 Single Family Primary 24.85 5,231,000.00 0 0.00% One 272 6658656 EAST HAMPTON, NY NY 11937-0000 Single Family Vacation 67.91 430,000.00 0 0.00% One 273 6658758 NEW YORK, NY NY 10022-0000 CONDO Vacation 60 375,000.00 375,000.00 0.00% One 274 6662835 NEW YORK, NY NY 10012-0000 Multi Family Primary 57.14 1,235,000.00 1,225,000.00 0.00% One 275 6664014 MUTTONTOWN, NY NY 11791-0000 Single Family Primary 80 675,000.00 655,000.00 0.00% One 276 6667384 SETAUKET, NY NY 11733-0000 Single Family Primary 80 435,000.00 0 0.00% One 277 6667624 LARCHMONT, NY NY 10538-0000 Single Family Primary 90 280,000.00 276,500.00 0.00% One 278 6669925 W HAMPTON BEAC, NY NY 11978-0000 Single Family Primary 73.96 622,000.00 0 0.00% One 279 6671698 NEW YORK, NY NY 10024-0000 COOP Primary 75 315,000.00 310,000.00 0.00% One 280 6674018 STATEN ISLAND, NY NY 10307-0000 Single Family Primary 63.8 395,000.00 0 0.00% One 281 6674266 WHITE PLAINS, NY NY 10605-0000 Single Family Primary 80 270,000.00 0 0.00% One 282 6680633 ORANGE, CT CT 06477-0000 Single Family Primary 75 435,000.00 0 0.00% One 283 6693792 COLD SPRING HARBOR NY NY 11724-0000 Single Family Primary 80 425,000.00 0 0.00% One 284 6695415 NEW YORK, NY NY 10013-0000 CONDO Primary 79.98 316,000.00 284,200.00 0.00% One 285 6695492 NEW YORK, NY NY 10013-0000 CONDO Primary 74.74 285,000.00 0 0.00% One 286 6695620 FORT SOLONGA, NY NY 11768-0000 Single Family Primary 75 320,000.00 320,000.00 0.00% One 287 6699584 NEW YORK, NY NY 10023-0000 CONDO Primary 80 600,000.00 515,000.00 0.00% One 288 6700220 LARCHMONT, NY NY 10538-0000 Single Family Primary 70.15 325,000.00 0 0.00% One 289 6705439 NEW YORK, NY NY 10010-0000 CONDO Primary 72.21 385,000.00 0 0.00% One 290 6706078 NEW YORK, NY NY 10025-0000 CONDO Primary 70.62 385,000.00 388,500.00 0.00% One 291 6711089 DOUGLASTON, NY NY 11362-0000 Single Family Primary 72.46 345,000.00 362,500.00 0.00% One 292 6713969 BROOKLYN, NY NY 11215-0000 Multi Family Primary 80 450,000.00 450,000.00 0.00% One 293 6718598 NEW YORK, NY NY 10003-0000 CONDO Primary 90 345,000.00 325,000.00 0.00% One 294 6719058 GUILFORD, CT CT 06437-0000 Single Family Primary 70 450,000.00 0 0.00% One 295 6723678 ROCKVL CENTRE NY NY 11570-0000 Single Family Primary 64.71 345,000.00 340,000.00 0.00% One 296 6728809 NEW YORK, NY NY 10003-0000 CONDO Primary 64.74 380,000.00 0 0.00% Page 27
EX-4143rd Page of 202TOC1stPreviousNextBottomJust 143rd
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage One 297 6736330 ROCHESTER, NY NY 14625-0000 Single Family Primary 90 250,000.00 247,000.00 0.00% One 298 6751684 NEW ROCHELLE, NY NY 10804-0000 Single Family Primary 77.59 290,000.00 0 0.00% One 299 6756270 NEW YORK, NY NY 10014-0000 CONDO Primary 72.46 480,000.00 345,000.00 0.00% One 300 6761338 EDGEWATER, NJ NJ 07020-0000 CONDO Primary 90 260,000.00 0 0.00% One 301 6762818 BRANFORD, CT CT 06405-0000 Single Family Primary 78.74 635,000.00 635,000.00 0.00% One 302 6766069 PORT WASHINGTON, N NY 11050-0000 Single Family Primary 80 400,000.00 400,000.00 0.00% One 303 6767775 BEECHURST, NY NY 11357-0000 Single Family Primary 64.52 515,000.00 465,000.00 0.00% One 304 6770215 NEW CANAAN, CT CT 06840-0000 Single Family Primary 75 400,000.00 0 0.00% One 305 6772935 WESTPORT, CT CT 06880-0000 Single Family Primary 87.02 335,000.00 0 0.00% One 306 6773610 SETAUKET, NY NY 11733-0000 Single Family Primary 63.72 565,000.00 565,000.00 0.00% One 307 6775219 COMMACK, NY NY 11725-0000 Single Family Primary 80 320,000.00 313,500.00 0.00% One 308 6776459 ARMONK, NY NY 10504-0000 Single Family Primary 57.03 575,000.00 561,100.00 2.76% One 309 6779559 LAKEVILLE, CT CT 06039-0000 Single Family Vacation 70 465,000.00 0 0.00% One 310 6782950 LARCHMONT, NY NY 10538-0000 Single Family Primary 80 515,000.00 525,000.00 0.00% One 311 6787284 RYEBROOK, NY NY 10573-0000 Single Family Primary 90 410,000.00 410,000.00 0.00% One 312 6789676 LAKE SUCCESS, NY NY 11020-0000 Single Family Primary 78.48 446,000.00 450,000.00 0.00% One 313 6794213 NEW YORK, NY NY 10001-0000 CONDO Primary 89.99 290,000.00 287,600.00 0.00% One 314 6794858 BROOKLYN, NY NY 11201-0000 Multi Family Primary 51.31 565,000.00 0 0.00% One 315 6798327 NEW YORK, NY NY 10011-0000 CONDO Primary 68.42 475,000.00 475,000.00 0.00% One 316 6799840 ROCKVILLE CENTER, NY 11570-0000 Single Family Primary 80 544,500.00 544,500.00 0.00% One 317 6807064 ROSLYN HEIGHTS, NY NY 11577-0000 Single Family Primary 75.11 395,000.00 0 2.76% One 318 6808090 BROOKLYN, NY NY 11205-0000 Single Family Primary 84.71 255,000.00 0 0.00% One 319 6808759 SPARTA, NJ NJ 07871-0000 Single Family Primary 62.5 440,000.00 0 0.00% One 320 6813271 GREENWICH, CT CT 06836-0000 Single Family Primary 80 750,000.00 750,000.00 1.03% One 321 6818719 BRIDGEHAMPTON, NY NY 11932-0000 Single Family Primary 63.66 355,000.00 0 1.03% One 322 6820380 LARCHMONT, NY NY 10538-0000 Single Family Primary 58 400,000.00 0 1.03% One 323 6829293 NORTHPORT, NY NY 11768-0000 Single Family Primary 65.75 365,000.00 365,000.00 0.00% One 324 6830554 GREENWICH, CT CT 06830-0000 Single Family Primary 70.37 675,000.00 0 0.00% One 325 6831422 STATEN ISLAND, NY NY 10309-0000 Multi Family Primary 75 385,000.00 0 2.76% One 326 6832946 NEW YORK, NY NY 10028-0000 CONDO Primary 90 300,000.00 300,000.00 0.00% One 327 6834817 NEW YORK, NY NY 10003-0000 Multi Family Primary 70 515,000.00 515,000.00 0.00% One 328 6835332 SOUTHAMPTON, NY NY 11968-0000 Single Family Vacation 68.18 440,000.00 0 0.00% One 329 6837087 IRVINGTON, NY NY 10533-0000 Single Family Primary 75 820,000.00 820,000.00 0.00% One 330 6842860 BEDFORD, NY NY 10506-0000 Single Family Primary 79.79 470,000.00 486,000.00 1.03% One 331 6844264 NEW YORK, NY NY 10016-0000 CONDO Primary 69.25 410,000.00 361,000.00 0.00% One 332 6845143 SCARSDALE, NY NY 10583-0000 Single Family Primary 80 555,000.00 550,000.00 1.03% One 333 6870220 CORONA, NY NY 11368-0000 Multi Family Primary 73.24 470,000.00 468,000.00 0.00% Page 28
EX-4144th Page of 202TOC1stPreviousNextBottomJust 144th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage One 334 6883109 NEW ALBANY, OH OH 43054-0000 Single Family Primary 76.35 644,000.00 0 0.00% One 335 6885352 DURANGO, CO CO 81301-0000 Single Family Primary 40.35 610,000.00 0 0.00% One 336 6886082 SCARSDALE, NY NY 10583-0000 Single Family Primary 62.69 670,000.00 0 2.76% One 337 6898489 MOUNT KISCO, NY NY 10507-0000 Single Family Primary 78.58 585,000.00 585,000.00 0.00% One 338 6903465 ARMONK, NY NY 10504-0000 Single Family Primary 68.97 435,000.00 0 1.03% One 339 6913651 RYE, NY NY 10580-0000 Single Family Primary 39.52 2,500,000.00 0 2.76% One 340 6915486 SEARINGTOWN, NY NY 11507-0000 Single Family Primary 79.5 330,000.00 0 0.00% One 341 6929684 NEW YORK, NY NY 10021-0000 CONDO Primary 90 271,000.00 0 0.00% One 342 6946220 NEW YORK, NY NY 10028-0000 COOP Primary 90 395,000.00 395,000.00 0.00% One 343 6955345 BROOKLYN, NY NY 11215-0000 COOP Primary 80 329,000.00 0 0.00% One 344 6958048 BROOKLYN, NY NY 11215-0000 Multi Family Primary 90 445,000.00 445,000.00 1.03% One 345 6960866 LARCHMONT, NY NY 10536-0000 Single Family Primary 77.14 385,000.00 0 1.03% One 346 6963864 HARTSDALE, NY NY 10530-0000 Single Family Primary 78.69 305,000.00 0 2.76% One 347 6967956 NEW YORK, NY NY 10023-0000 COOP Primary 80 365,000.00 348,000.00 0.00% One 348 6973653 ARMONK, NY NY 10504-0000 Single Family Primary 66.29 458,000.00 445,000.00 2.76% One 349 6974587 STONINGTON, CT CT 06379-0000 Single Family Vacation 90 380,000.00 342,000.00 1.03% One 350 6978453 NEW YORK, NY NY 10023-0000 CONDO Primary 80 290,000.00 290,000.00 2.76% One 351 6979026 BRIARCLIFF MANOR, NY NY 10510-0000 Single Family Primary 75 445,000.00 445,000.00 1.03% One 352 6981855 NEW YORK, NY NY 10028-0000 CONDO Primary 74.29 715,000.00 673,000.00 2.76% One 353 6982166 SAG HARBOR, NY NY 11963-0000 Single Family Vacation 58.82 425,000.00 0 0.00% One 354 7012733 MECHANICSBURG, PA PA 17055-0000 Single Family Primary 90 248,000.00 245,000.00 0.00% One 355 7189142 MIAMI, FL FL 33133-0000 Single Family Primary 80 277,000.00 285,000.00 0.00% One 356 7217973 YONKERS, NY NY 10701-0000 Single Family Primary 79.71 345,000.00 0 0.00% One 357 7256294 NEWTOWN SQUARE, PA PA 19073-0000 Single Family Primary 79.43 280,000.00 280,000.00 0.00% One 358 7293144 WARRENTON, VA VA 22186-0000 Single Family Primary 75 370,000.00 0 0.00% One 359 7325160 PETALUMA, CA CA 94952-0000 Single Family Primary 73.02 315,000.00 0 0.00% One 360 7402851 EAGLE, ID ID 83616-0000 Single Family Primary 90 295,900.00 292,500.00 0.00% One 361 7451187 FRESNO, CA CA 93711-0000 Single Family Primary 76.23 305,000.00 0 0.00% One 362 7470567 MAPLE GLENN, PA PA 19002-0000 Single Family Primary 47.1 637,000.00 0 0.00% One 363 7481381 ARMONK, NY NY 10504-0000 Single Family Primary 75 440,000.00 440,000.00 0.00% One 364 7506416 ALEXANDRIA, VA VA 22302-0000 Single Family Primary 67.05 440,000.00 0 0.00% One 365 7576750 PLANO, TX TX 75093-0000 Single Family Primary 70.33 620,000.00 620,000.00 0.00% One 366 7601440 HOUSTON, TX TX 77024-0000 Single Family Primary 80 331,500.00 275,000.00 0.00% One 367 7601654 GARLAND, TX TX 75045-0000 Single Family Primary 79.99 305,000.00 291,850.00 0.00% One 368 7601734 HOUSTON, TX TX 77024-0000 Single Family Primary 68.97 775,000.00 725,000.00 0.00% One 369 7602410 HOUSTON, TX TX 77005-0000 Single Family Primary 80 318,000.00 318,000.00 0.00% One 370 7602420 HOUSTON, TX TX 77042-0000 Single Family Primary 77.58 275,000.00 0 0.00% Page 29
EX-4145th Page of 202TOC1stPreviousNextBottomJust 145th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage One 371 7602464 HIGHLAND VILLA, TX TX 75067-0000 Single Family Primary 61.9 366,000.00 0 0.00% One 372 7602828 COLLEYVILLE, TX TX 76034-0000 Single Family Primary 77.03 305,000.00 0 0.00% One 373 7602941 DALLAS, TX TX 75230-0000 Single Family Primary 63.29 790,000.00 0 0.00% One 374 7603445 BEAUMONT, TX TX 77706-0000 Single Family Primary 87.21 355,000.00 0 0.00% One 375 7603490 HOUSTON, TX TX 77027-0000 Single Family Primary 64.25 355,000.00 0 0.00% One 376 7603922 PLANO, TX TX 75025-0000 Single Family Primary 72.5 360,000.00 360,000.00 0.00% One 377 7605338 HOUSTON, TX TX 77005-0000 Single Family Primary 80 335,000.00 325,000.00 1.03% One 378 7606385 HOUSTON, TX TX 77019-0000 Single Family Primary 76.09 380,000.00 0 2.76% One 379 7607490 HOUSTON, TX TX 77024-0000 Single Family Primary 70.04 830,000.00 0 0.00% One 380 7607628 HOUSTON, TX TX 77024-0000 Single Family Primary 57.67 515,000.00 0 0.00% One 381 7607956 BELLAIRE, TX TX 77401-0000 Single Family Primary 60.24 500,000.00 0 0.00% One 382 7608405 SOUTH LAKE, TX TX 76092-0000 Single Family Primary 80 295,000.00 295,000.00 0.00% One 383 7609645 HOUSTON, TX TX 77079-0000 Single Family Primary 90 305,000.00 304,000.00 0.00% One 384 7610098 COLLEYVILLE, TX TX 76034-0000 Single Family Primary 65.49 535,000.00 0 0.00% One 385 7611239 DALLAS, TX TX 75220-0000 Single Family Primary 68.18 1,100,000.00 0 0.00% One 386 7745359 S. BRUNSWICK, NJ NJ 08824-0000 Single Family Primary 77.33 300,000.00 0 0.00% One 387 7823190 CHARLOTTE, NC NC 28278-0000 Single Family Primary 77.75 400,000.00 0 0.00% One 388 7942112 MIAMI, FL FL 33143-0000 Single Family Primary 90 266,000.00 265,000.00 0.00% One 389 7964512 LOS ANGELES, CA CA 90068-0000 Multi Family Primary 75 415,000.00 0 0.00% One 390 8202020 NEW YORK, NY NY 10011-0000 Multi Family Primary 70 850,000.00 0 0.00% One 391 8252368 PROVIDENCE, RI RI 02906-0000 Single Family Primary 80 425,000.00 405,000.00 0.00% One 392 8261234 FLUSHING, NY NY 11367-0000 Single Family Primary 76.27 295,000.00 295,000.00 0.00% One 393 8262791 THE WOODLANDS, TX TX 77381-0000 Single Family Primary 82 346,000.00 336,000.00 0.00% One 394 8288649 NORFOLK, VA VA 23507-0000 Single Family Primary 74.03 385,000.00 0 0.00% One 395 8298100 BAKERSFIELD, CA CA 93311-0000 Single Family Primary 80 935,000.00 650,000.00 0.00% One 396 8309636 MILFORD, MI MI 48380-0000 CONDO Primary 76.36 275,000.00 0 0.00% One 397 8396700 HACIENDA HEIGHTS, CA CA 91745-0000 Single Family Primary 70 700,000.00 0 0.00% One 398 8436440 LOUISVILLE, CO CO 80027-0000 Single Family Primary 89.96 335,000.00 317,237.00 0.00% One 399 8440233 NEW HYDE PARK, NY NY 11040-0000 Single Family Primary 83.72 258,000.00 0 0.00% One 400 8441892 COLORADO SPRINGS, CO CO 80919-0000 Single Family Primary 80 365,000.00 355,000.00 0.00% One 401 8483510 MIAMI LKS, FL FL 33016-0000 Single Family Primary 75 300,000.00 300,000.00 0.00% One 402 8485719 BROOKLYN, NY NY 11210-0000 Single Family Primary 50.4 500,000.00 500,000.00 0.00% One 403 8538994 HINKLEY, OH OH 44233-0000 Single Family Primary 67.65 510,000.00 0 0.00% One 404 8562795 VOORHEES, NJ NJ 08043-0000 Single Family Primary 62.25 400,000.00 0 0.00% One 405 8568168 VIRGINIA BEACH, VA VA 23455-0000 Single Family Primary 56 625,000.00 0 2.76% One 406 8607441 COLORADO SPGS, CO CO 80919-0000 Single Family Primary 80 358,000.00 0 0.00% One 407 8791668 PROVIDENCE, RI RI 02906-0000 Single Family Primary 77.74 465,000.00 0 0.00% Page 30
EX-4146th Page of 202TOC1stPreviousNextBottomJust 146th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage One 408 8967797 BOONTON TWP., NJ NJ 07005-0000 Single Family Primary 77.08 1,200,000.00 0 0.00% One 409 8972039 CHESTER TOWNSHIP, NJ NJ 07930-0000 Single Family Primary 71.47 375,000.00 0 0.00% One 410 8972800 BRIDGEWATER, NJ NJ 08807-0000 Single Family Primary 74.45 685,000.00 0 0.00% One 411 8974067 BLAIRSTOWN, NJ NJ 07835-0000 Single Family Primary 75 428,000.00 0 0.00% One 412 8991485 DALLAS, TX TX 75214-0000 Single Family Primary 76.21 290,000.00 0 9.66% One 413 9121671 SEA RANCH, CA CA 95497-0000 Single Family Vacation 77.71 350,000.00 0 0.00% One 414 9165531 SKILLMAN, NJ NJ 08558-0000 Single Family Primary 78 400,000.00 0 0.00% One 415 9175761 NEW YORK, NY NY 10025-0000 Multi Family Primary 75 620,000.00 620,000.00 0.00% One 416 9186145 PARK CITY, UT UT 84060-0000 Single Family Primary 74.07 405,000.00 0 0.00% One 417 9187400 OKLAHOMA CITY, OK OK 73120-0000 Single Family Primary 79.17 360,000.00 0 0.00% One 418 9193457 SIOUX FALLS, SD SD 57106-0000 Single Family Primary 75 320,000.00 0 1.03% One 419 9198734 BROOKLYN, NY NY 11219-0000 Multi Family Vacation 65 795,000.00 0 1.03% One 420 9235309 DALLAS, TX TX 75238-0000 Single Family Primary 78.69 305,000.00 0 0.00% One 421 9249507 ORLANDO, FL FL 32817-0000 Single Family Primary 75 375,000.00 0 0.00% One 422 9289261 WOODMERE, NY NY 11598-0000 Single Family Primary 72.78 371,000.00 0 1.03% One 423 9350599 GREAT NECK, NY NY 11023-0000 Single Family Primary 71.56 640,000.00 0 0.00% One 424 9374597 HENDERSON, NV NV 89014-0000 Single Family Primary 89.92 248,000.00 0 0.00% One 425 9415990 SOUTHBURY, CT CT 06488-0000 Single Family Primary 86.33 335,000.00 0 1.03% One 426 9549409 NEENAH, WI WI 54956-0000 Single Family Primary 75 365,000.00 0 1.03% One 427 9580362 COLTS NECK, NJ NJ 07722-0000 Single Family Primary 72.94 377,000.00 0 0.00% One 428 9603876 NARBERTH, PA PA 19072-0000 Single Family Primary 41.05 950,000.00 0 0.00% One 429 9611230 CAMEL, IN IN 46032-0000 Single Family Primary 83.2 250,000.00 0 2.76% One 430 9615070 AMBLER, PA PA 19002-0000 Single Family Primary 76.22 307,000.00 0 0.00% One 431 9669820 HOUSTON, TX TX 77005-0000 Single Family Primary 80 265,000.00 0 1.03% One 432 9669874 DALLAS, TX TX 75230-0000 Single Family Primary 80 476,000.00 417,012.00 1.03% One 433 9670104 AUSTIN, TX TX 78733-0000 Single Family Primary 80 328,000.00 0 0.00% One 434 9670250 AUSTIN, TX TX 78746-0000 Single Family Primary 72.29 830,000.00 0 0.00% One 435 9670294 DALLAS, TX TX 75205-0000 Single Family Primary 43.1 582,000.00 580,000.00 0.00% One 436 9671413 THE WOODLANDS, TX TX 77381-0000 Single Family Primary 88.21 335,000.00 0 0.00% One 437 9730421 (ENCINO AREA)LA, CA CA 91436-0000 Single Family Primary 80 400,000.00 0 0.00% One 438 9732802 LOS ANGELES, CA CA 90035-0000 Single Family Primary 72.2 795,000.00 0 2.76% One 439 9734965 TIBURON, CA CA 94920-0000 Single Family Primary 70 1,050,000.00 0 0.00% One 440 9755229 CHAGRIN FALLS,OH OH 44022-0000 Single Family Primary 69.67 455,000.00 0 0.00% One 441 9795915 PLEASANT HILL, CA CA 94523-0000 Single Family Primary 75 300,000.00 0 1.03% One 442 9796339 NOVATO, CA CA 94945-0000 Single Family Primary 80 687,000.00 660,000.00 0.00% One 443 9797240 SAN RAMON, CA CA 94583-0000 Single Family Primary 77.42 310,000.00 0 0.00% One 444 9797433 SAN RAFAEL, CA CA 94901-0000 Single Family Primary 75 350,000.00 0 0.00% Page 31
EX-4147th Page of 202TOC1stPreviousNextBottomJust 147th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage One 445 9797455 LARKSPUR, CA CA 94939-0000 Single Family Primary 79.15 585,000.00 0 0.00% One 446 9843246 UPLAND, CA CA 91786-0000 Single Family Primary 90 300,000.00 300,000.00 1.03% One 447 9843359 (VENICE AREA) L.A, CA CA 90291-0000 Single Family Primary 74.94 425,000.00 0 0.00% One 448 9843960 ORANGE, CA CA 92669-0000 Single Family Primary 74.07 405,000.00 405,000.00 0.00% One 449 9877420 DUBLIN, OH OH 43017-0000 Single Family Primary 79.29 280,000.00 0 0.00% One 450 9897121 NORWALK, CT CT 06851-0000 Single Family Primary 57.9 950,000.00 0 1.03% One 451 9920711 MILFORD, MI MI 48380-0000 Single Family Primary 68.04 316,000.00 316,000.00 0.00% One 452 9952627 MONROE, CT CT 06648-0000 Single Family Primary 78.38 370,000.00 0 0.00% One 453 9978722 HASTING-ON-HUDSON, NY NY 10706-0000 Single Family Primary 79.46 370,000.00 0 1.03% One 454 9988668 OWINGS, MD MD 20736-0000 Single Family Primary 78.76 267,000.00 0 0.00% One 455 9997658 STEAMBOAT SPRINGS, CO CO 80477-0000 Single Family Primary 75 470,000.00 0 0.00% One 456 10053740 NEW YORK, NY NY 10280-0000 CONDO Primary 73.33 525,000.00 525,000.00 0.00% One 457 10060246 BOCA RATON, FL FL 33434-0000 Single Family Primary 75 323,000.00 315,000.00 0.00% One 458 10074659 ST LOUIS, MO MO 63122-0000 Single Family Primary 80 360,000.00 360,000.00 0.00% One 459 10105300 MCCALL, ID ID 83638-0000 Single Family Vacation 61.47 475,000.00 0 0.00% One 460 10121384 PURCHASE, NY NY 10577-0000 Single Family Primary 39.47 2,280,000.00 0 0.00% One 461 10162268 BURKE, VA VA 22015-0000 Single Family Primary 80 313,000.00 313,068.00 0.00% One 462 10162417 COLTS NECK, NJ NJ 07722-0000 Single Family Primary 70.46 440,000.00 0 0.00% One 463 10204583 AUSTIN, TX TX 78731-0000 Single Family Primary 50 1,000,000.00 0 0.00% One 464 10205451 ROANOKE, TX TX 76262-0000 Single Family Primary 80 288,000.00 0 0.00% One 465 10288470 LAS VEGAS, NV NV 89117-0000 Single Family Primary 80 410,000.00 400,000.00 0.00% One 466 10329002 BOISE, ID ID 83703-0000 Single Family Primary 90 305,000.00 303,500.00 0.00% One 467 10363995 LAFAYETTE, CO CO 80026-0000 Single Family Primary 72.46 347,500.00 345,000.00 0.00% One 468 10368070 PLEASANTVILLE, NY NY 10570-0000 Single Family Primary 90 255,000.00 240,000.00 0.00% One 469 10373682 DEALE, MD MD 20751-0000 Single Family Primary 68.69 495,000.00 0 2.76% One 470 10376320 PEMBROKE PINES, FL FL 33027-0000 Single Family Primary 89.98 420,000.00 420,006.00 0.00% One 471 10381465 MALIBU, CA CA 90265-0000 Single Family Primary 46.13 1,084,000.00 0 0.00% One 472 10385830 COLORADO SPRINGS, CO CO 80919-0000 Single Family Primary 75.29 420,000.00 0 0.00% One 473 10389911 HOUSTIN, TX TX 77019-0000 Single Family Primary 90 250,000.00 247,500.00 0.00% One 474 10393533 MONTEBELLO, NY NY 10901-0000 Single Family Primary 80 330,000.00 330,000.00 0.00% One 475 10395903 ALDIE, VA VA 22001-0000 Single Family Primary 64.51 596,000.00 0 0.00% One 476 10402860 BURLINGAME, CA CA 94010-0000 Single Family Primary 79.94 440,000.00 309,000.00 0.00% One 477 10411850 BOUNTIFUL, UT UT 84010-0000 Single Family Primary 75 283,000.00 0 0.00% One 478 10437424 MIAMI BEACH, FL FL 33139-0000 Single Family Primary 75 350,000.00 0 0.00% One 479 10446185 TULSA, OK OK 74105-0000 Single Family Primary 95 250,000.00 249,000.00 0.00% One 480 10449547 ESCONDIDO, CA CA 92026-0000 Single Family Primary 94.99 271,500.00 266,990.00 0.00% One 481 10464438 MERRITT ISLAND, FL FL 32953-0000 Single Family Primary 90 327,000.00 325,000.00 0.00% Page 32
EX-4148th Page of 202TOC1stPreviousNextBottomJust 148th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage One 482 10476867 FREMONT, CA CA 94536-0000 Single Family Primary 82.43 370,000.00 0 0.00% One 483 10496922 YORBA LINDA, CA CA 92687-0000 Single Family Primary 85.71 350,000.00 0 0.00% One 484 10506582 IRVINGTON, NY NY 10533-0000 Single Family Primary 90 345,000.00 342,000.00 0.00% One 485 10506924 GOLD RIVER, CA CA 95670-0000 Single Family Primary 95 219,000.00 218,800.00 0.00% One 486 10511618 CAMPBELL, CA CA 95008-0000 Single Family Primary 95 249,000.00 249,000.00 0.00% One 487 10521860 ARLINGTON, VA VA 22202-0000 CONDO Primary 95 312,000.00 297,000.00 0.00% One 488 10522068 ATLANTA, GA GA 30329-0000 Single Family Primary 80 330,000.00 318,080.00 0.00% One 489 10532469 FREMONT, CA CA 94536-0000 Single Family Primary 80 350,000.00 0 0.00% One 490 10540332 LEAWOOD, KS KS 66209-0000 Single Family Primary 93.39 304,000.00 302,500.00 0.00% One 491 32100446 HILLSBOROUGH, CA CA 94010-0000 Single Family Primary 20 1,500,000.00 0 0.00% One 492 32206334 FORT COLLINS, CO CO 80525-0000 Single Family Primary 80 343,000.00 0 0.00% One 493 33705996 WESTBORO, MA MA 01581-0000 Single Family Primary 85.4 317,000.00 310,292.00 0.00% One 494 33800840 CONCORD, NC NC 28027-0000 Single Family Primary 73.33 400,000.00 0 1.03% One 495 60001420 NEW YORK, NY NY 10023-0000 COOP Primary 80 301,000.00 0 0.00% One 496 60003302 EDGEWATER NJ NJ 07020-0000 CONDO Primary 77.2 378,300.00 0 0.00% One 497 60006548 NEW YORK, NY NY 10025-0000 CONDO Primary 86.51 580,000.00 578,000.00 2.76% One 498 60007008 NEW YORK, NY NY 10019-0000 CONDO Primary 65.52 582,000.00 580,000.00 1.03% One 499 60007110 BROOKLYN, NY NY 11216-0000 Multi Family Primary 75 460,000.00 0 0.00% One 500 60009091 NEW YORK, NY NY 10023-0000 CONDO Primary 80 325,000.00 320,000.00 0.00% One 501 60020822 SOUTHAMPTON, NY NY 11968-0000 Single Family Vacation 80 540,000.00 540,000.00 0.00% One 502 60047170 BROOKLYN, NY NY 11215-0000 Single Family Primary 63.45 399,000.00 394,000.00 0.00% One 503 60053923 NEW YORK, NY NY 10003-0000 COOP Primary 73.33 380,000.00 375,000.00 0.00% One 504 60054165 BROOKLYN, NY NY 11209-0000 Single Family Primary 75 320,000.00 320,000.00 0.00% One 505 60071142 NEW YORK, NY NY 10016-0000 Single Family Primary 90 269,000.00 269,000.00 0.00% One 506 60074694 FLUSHING, NY NY 11358-0000 Single Family Primary 84.13 252,000.00 252,000.00 0.00% One 507 1111005791 NEW YORK, NY NY 10021-0000 CONDO Primary 80 505,000.00 505,000.00 0.00% One 508 1111006692 BROOKLYN, NY NY 11215-0000 Multi Family Primary 80 400,000.00 400,000.00 0.00% One 509 1111007040 NEW YORK, NY NY 10028-0000 CONDO Primary 61.47 375,000.00 0 0.00% One 510 1111007811 NEW YORK, NY NY 10003-0000 Single Family Primary 80 950,000.00 950,000.00 0.00% One 511 1111009056 BROOKLYN, NY NY 11215-0000 Multi Family Primary 90 415,000.00 412,000.00 0.00% One 512 1111009125 BROOKLYN, NY NY 11226-0000 Single Family Primary 90 410,000.00 410,000.00 0.00% One 513 1111010962 KATONAH, NY NY 10536-0000 Single Family Primary 75 390,000.00 390,000.00 0.00% One 514 1111011794 SCARSDALE, NY NY 10583-0000 Single Family Primary 75 825,000.00 825,000.00 0.00% One 515 1111014409 NEW YORK, NY NY 10024-0000 CONDO Primary 78.13 320,000.00 320,000.00 0.00% One 516 1111014850 BROOKLYN, NY NY 11201-0000 Single Family Primary 80 720,000.00 720,000.00 0.00% One 517 1111014861 BROOKLYN, NY NY 11231-0000 Multi Family Primary 90 485,000.00 475,000.00 0.00% One 518 1111015037 BROOKLYN, NY NY 11215-0000 Multi Family Primary 89.28 575,000.00 560,000.00 0.00% Page 33
EX-4149th Page of 202TOC1stPreviousNextBottomJust 149th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage One 519 1111017928 BROOKLYN, NY NY 11215-0000 Multi Family Primary 80 505,000.00 499,000.00 0.00% One 520 1111018523 LLOYD NECK, NY NY 11743-0000 Single Family Primary 75 640,000.00 0 0.00% One 521 1111018895 WATER MILL, NY NY 11976-0000 Single Family Vacation 63.16 475,000.00 475,000.00 0.00% One 522 1112025411 YORKTOWN, NY NY 10598-0000 Single Family Primary 77.85 325,000.00 0 4.48% One 523 1112035131 FOREST HILLS, NY NY 11375-0000 Single Family Primary 80 340,000.00 340,000.00 0.00% One 524 1251100010 LAS VEGAS, NV NV 89129-0000 Single Family Primary 84.87 316,000.00 297,500.00 0.00% One 525 1500006428 SEAFORD, NY NY 11783-0000 Single Family Primary 89.69 244,000.00 242,500.00 0.00% One 526 1500100368 POTOMAC, MD MD 20854-0000 Single Family Primary 94.99 369,500.00 366,725.00 0.00% One 527 1503008850 GOLD RIVER, CA CA 95670-0000 Single Family Primary 95 279,000.00 278,500.00 0.00% One 528 1503015651 SOUTH MIAMI, FL FL 33155-0000 Single Family Primary 80 375,000.00 375,000.00 0.00% One 529 1505003085 LUBBOCK, TX TX 79424-0000 Single Family Primary 90 385,000.00 0 0.00% One 530 1505024336 REDONDO BEACH, CA CA 90278-0000 CONDO Primary 85 340,000.00 0 0.00% One 531 1506007220 COLORADO SPRINGS, CO CO 80906-0000 Single Family Primary 74.15 392,000.00 0 0.00% One 532 1507047638 ORANGE, CA CA 92667-0000 Single Family Primary 89.99 330,000.00 330,000.00 0.00% One 533 1510015040 CLARKSTON, MI MI 48348-0000 Single Family Primary 80 287,000.00 0 0.00% One 534 1562115772 LA VERNE, CA CA 91750-0000 Single Family Primary 95 342,000.00 342,000.00 0.00% One 535 1562120740 YORBA LINDA, CA CA 92686-0000 Single Family Primary 85 275,000.00 0 9.66% One 536 1569121263 PHOENIX, AZ AZ 85018-0000 Single Family Primary 79.7 800,000.00 798,000.00 9.66% One 537 1573119618 FOLSOM, CA CA 95630-0000 Single Family Primary 88.12 442,000.00 0 9.66% One 538 1577007060 POINT ROBERTS, WA WA 98281-0000 Single Family Primary 80 380,000.00 365,000.00 0.00% One 539 1584000402 TWP OF BRANCHBURG, NJ NJ 08876-0000 Single Family Primary 80 320,000.00 318,505.00 0.00% One 540 1601131450 BUFFALO GROVE, IL IL 60089-0000 Single Family Primary 79.99 329,000.00 328,790.00 0.00% One 541 1613002771 ELMHURST, IL IL 60126-0000 Single Family Primary 80 325,000.00 325,000.00 0.00% Two 542 3516906 CINCINNATI, OH OH 45215-0000 Single Family Primary 52.69 450,000.00 447,000.00 0.00% Two 543 3603884 SCOTTSDALE, AZ AZ 85255-0000 Single Family Vacation 80 475,000.00 408,000.00 0.00% Two 544 3680207 ST. PETE BEACH, FL FL 33706-0000 Single Family Primary 74.29 360,000.00 350,000.00 0.00% Two 545 3706617 SHAKER HTS, OH OH 44122-0000 Single Family Primary 67.07 328,000.00 0 0.00% Two 546 3709761 SHREVEPORT, LA LA 71106-0000 Single Family Primary 80 620,000.00 600,000.00 0.00% Two 547 3710240 LAFAYETTE, LA LA 70503-0000 Single Family Primary 80 580,000.00 0 0.00% Two 548 3720130 DEERFIELD, IL IL 60015-0000 Single Family Primary 80 415,000.00 0 0.00% Two 549 4130369 AVALON, NJ NJ 08208-0000 Single Family Vacation 21.14 2,365,000.00 0 0.00% Two 550 4131215 AVALON, NJ NJ 08202-0000 Single Family Primary 57.47 870,000.00 0 0.00% Two 551 4161147 FT LAUDERDALE, FL FL 33301-0000 Single Family Primary 69.62 395,000.00 0 0.00% Two 552 4190939 LIVERMORE, CA CA 94550-0000 Single Family Primary 61.81 453,000.00 0 0.00% Two 553 4224972 HOUSTON, TX TX 77024-0000 Single Family Primary 70.77 650,000.00 0 0.00% Two 554 4225691 EL PASO, TX TX 79936-0000 Single Family Primary 88.99 345,000.00 0 0.00% Two 555 4620288 BOCA RATON, FL FL 33434-0000 Single Family Primary 75 1,000,000.00 0 0.00% Page 34
EX-4150th Page of 202TOC1stPreviousNextBottomJust 150th
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage Two 556 4722357 LONG BEACH, NJ NJ 08008-0000 Multi Family Vacation 79.89 625,900.00 0 0.00% Two 557 4734119 NASSAU BAY, TX TX 77058-0000 Single Family Primary 71.73 387,000.00 387,000.00 0.00% Two 558 4765677 PARADISE VALLEY AZ AZ 85253-0000 Single Family Primary 68.18 1,125,000.00 1,100,000.00 0.00% Two 559 4777530 HOUSTON, TX TX 77024-0000 Single Family Primary 40.92 585,000.00 0 0.00% Two 560 4779660 HOUSTON, TX TX 77005-0000 Single Family Primary 72.09 450,000.00 0 0.00% Two 561 4780047 MIDLAND, TX TX 79705-0000 Single Family Primary 75 295,000.00 290,000.00 0.00% Two 562 4780455 HOUSTON, TX TX 77024-0000 Single Family Primary 47.74 450,000.00 0 0.00% Two 563 4780466 HOUSTON, TX TX 77024-0000 Single Family Primary 62.5 480,000.00 0 0.00% Two 564 4780885 HOUSTON, TX TX 77024-0000 Single Family Primary 65.13 545,000.00 0 0.00% Two 565 4781120 SPRING, TX TX 77389-0000 Single Family Primary 71.19 295,000.00 0 0.00% Two 566 4781684 HOUSTON, TX TX 77024-0000 Single Family Primary 64.62 650,000.00 0 0.00% Two 567 4859249 MIAMI, FL FL 33133-0000 Single Family Primary 75 385,000.00 0 0.00% Two 568 4960297 GREENVILLE, SC SC 29605-0000 Single Family Primary 64.06 640,000.00 0 0.00% Two 569 5492784 WILMINGTON, DE DE 19807-0000 Single Family Primary 72.08 535,000.00 0 0.00% Two 570 5686226 BLOOMFIELD HLS, MI MI 48304-0000 Single Family Primary 66.5 400,000.00 0 0.00% Two 571 5739297 LAKE FOREST, IL IL 60045-0000 Single Family Primary 42.11 950,000.00 0 0.00% Two 572 5859437 ATHERTON, CA CA 94027 Single Family Primary 32.19 1,600,000.00 0 7.93% Two 573 5901260 BELLMORE, NY NY 11710-0000 Single Family Primary 76.24 303,000.00 0 0.00% Two 574 5917668 MORELAND HILLS VI, OH OH 44022-0000 Single Family Primary 55.36 1,100,000.00 0 11.38% Two 575 6377894 OYSTER BAY, NY NY 11771-0000 Single Family Primary 45.16 825,000.00 775,000.00 2.76% Two 576 6398737 NEW YORK, NY NY 10011-0000 CONDO Primary 80 275,000.00 275,000.00 0.00% Two 577 6403848 BROOKFIELD, CT CT 06804-0000 Single Family Primary 74.11 420,000.00 0 0.00% Two 578 6418980 BROOKLYN, NY NY 11209-0000 Multi Family Primary 71.61 408,000.00 405,000.00 0.00% Two 579 6428860 MONTAUK, NY NY 11954-0000 Single Family Primary 80 425,000.00 425,000.00 0.00% Two 580 6446760 NEW YORK, NY NY 10016-0000 CONDO Primary 74.19 310,000.00 310,000.00 0.00% Two 581 6456662 POUND RIDGE, NY NY 10576-0000 Single Family Primary 45.46 1,100,000.00 0 0.00% Two 582 6459853 WOODBURY, NY NY 11797-0000 CONDO Primary 67.16 335,000.00 350,000.00 0.00% Two 583 6463293 NEW YORK, NY NY 10017-0000 CONDO Primary 67.39 395,000.00 0 0.00% Two 584 6475940 DIX HILLS, NY NY 11746-0000 Single Family Primary 62.5 400,000.00 0 0.00% Two 585 6479362 BROOKLYN, NY NY 11234-0000 Single Family Primary 65.41 425,000.00 0 0.00% Two 586 6480667 LONELYVILLE, NY NY 11734-0000 Single Family Vacation 80 315,000.00 0 0.00% Two 587 6495063 GREAT NECK, NY NY 11023-0000 Single Family Primary 48.42 475,000.00 485,000.00 0.00% Two 588 6498957 LAUREL HOLLOW, NY NY 11791-0000 Single Family Primary 43.86 570,000.00 0 0.00% Two 589 6557138 NEW YORK, NY NY 10021-0000 COOP Primary 50 691,000.00 640,000.00 0.00% Two 590 6563630 LATTINGTOWN, NY NY 11560-0000 Single Family Primary 76.8 1,000,000.00 0 0.00% Two 591 6657391 NEW YORK, NY NY 10016-0000 CONDO Primary 55.08 463,000.00 0 0.00% Two 592 6672282 STATEN ISLAND, NY NY 10304-0000 Single Family Primary 48.89 900,000.00 0 0.00% Page 35
EX-4151st Page of 202TOC1stPreviousNextBottomJust 151st
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage Two 593 6688318 WESTPORT, CT CT 06880-0000 Single Family Primary 58.43 445,000.00 0 1.03% Two 594 6688941 LARCHMONT, NY NY 10538-0000 Single Family Primary 56.25 480,000.00 0 0.00% Two 595 6696746 MOUNTAIN LAKES, NJ NJ 07046-0000 Single Family Primary 37.69 650,000.00 650,000.00 0.00% Two 596 6750047 GARDEN CITY, NY NY 11530-0000 Single Family Primary 78.57 350,000.00 0 2.76% Two 597 6780274 EAST ISLIP, NY NY 11730-0000 Single Family Primary 65.22 460,000.00 0 2.76% Two 598 6827550 NEW YORK, NY NY 10021-0000 CONDO Primary 70.1 485,000.00 0 0.00% Two 599 6831954 SEAVIEW, NY NY 11770-0000 Single Family Vacation 57.47 435,000.00 0 9.66% Two 600 6864920 DIX HILLS, NY NY 11746-0000 Single Family Primary 60.35 580,000.00 0 6.21% Two 601 6911725 DOBBS FERRY, NY NY 10522-0000 Single Family Primary 75 315,000.00 0 9.66% Two 602 6919057 MILLER PLACE, NY NY 11764-0000 Single Family Primary 75 340,000.00 0 9.66% Two 603 6954342 GREAT NECK, NY NY 11023-0000 Single Family Primary 59.26 405,000.00 0 2.76% Two 604 6968143 WHITE PLAINS, NY NY 10605-0000 Single Family Primary 69.23 390,000.00 0 6.21% Two 605 6986371 WHITE PLAINS, NY NY 10605-0000 Single Family Primary 70.42 645,000.00 568,000.00 2.76% Two 606 7121309 MONSEY, NY NY 10952-0000 Single Family Primary 75 400,000.00 400,000.00 0.00% Two 607 7607876 MONTGOMERY, TX TX 77356-0000 Single Family Primary 74.03 385,000.00 0 0.00% Two 608 7654854 LLOYD HARBOR, NY NY 11743-0000 Single Family Primary 47.31 725,000.00 725,000.00 1.03% Two 609 7718593 LAGRANGEVILLE, NY NY 12540-0000 Single Family Primary 79.32 540,000.00 0 2.76% Two 610 7758055 CORAL GABLES, FL FL 33133-0000 Single Family Primary 76.5 583,000.00 0 0.00% Two 611 7960781 BROOKLYN, NY NY 11230-0000 Single Family Primary 70 540,000.00 0 0.00% Two 612 7965672 TARRYTOWN, NY NY 10591-0000 Single Family Primary 75 310,000.00 0 0.00% Two 613 8193112 VA. BEACH, VA VA 23451-0000 Single Family Primary 31.58 850,000.00 850,000.00 0.00% Two 614 8276016 PENN VALLEY, PA PA 19072-0000 Single Family Primary 37.83 785,000.00 0 2.76% Two 615 8277766 BARRINGTON, RI RI 02806-0000 Single Family Primary 71.53 425,000.00 0 2.76% Two 616 8291155 N WALES, PA PA 19454-0000 Single Family Primary 79.81 421,000.00 0 2.76% Two 617 8314240 LAKE GROVE, NY NY 11755-0000 Single Family Primary 80 300,000.00 297,000.00 2.76% Two 618 8317940 HOT SPRINGS, AR AR 71913-0000 Single Family Primary 70.59 340,000.00 0 2.76% Two 619 8318422 BROOKLYN, NY NY 11204-0000 Multi Family Primary 64.99 1,000,000.00 0 2.76% Two 620 8358427 LINDSEY, CA CA 93247-0000 Single Family Primary 68 325,000.00 0 2.76% Two 621 8360804 BRONXVILLE, NY NY 10708-0000 Single Family Primary 74.8 508,000.00 0 1.03% Two 622 8402234 TRANQUILLITY, NJ NJ 07879-0000 Single Family Primary 80 573,000.00 0 1.03% Two 623 8404375 CORTLANDT MANOR, NY NY 10566-0000 Single Family Primary 79.14 302,000.00 0 2.76% Two 624 8405549 DALLAS, TX TX 75220-0000 Single Family Primary 71.43 1,050,000.00 0 0.00% Two 625 8419496 BROOKLYN, NY NY 11218-0000 Single Family Primary 79.63 815,000.00 940,000.00 2.76% Two 626 8424612 BROOKLYN, NY NY 11230-0000 Single Family Primary 62.07 725,000.00 0 1.03% Two 627 8426458 BROOKLYN, NY NY 11219-0000 Multi Family Primary 68.67 750,000.00 0 0.00% Two 628 8456335 FAIRFIELD, CA CA 94533-0000 Single Family Primary 80 273,000.00 0 0.00% Two 629 8460092 WEST CHESTER, PA PA 19382-0000 Single Family Primary 75 320,000.00 0 0.00% Page 36
EX-4152nd Page of 202TOC1stPreviousNextBottomJust 152nd
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage Two 630 8475566 VIENNA, VA VA 22182-0000 Single Family Primary 80 265,000.00 265,000.00 0.00% Two 631 8488580 ST LOUIS, MO MO 63128-0000 Single Family Primary 80 362,500.00 360,000.00 2.76% Two 632 8505168 CLARKSVILLE, MD MD 21029-0000 Single Family Primary 78.7 540,000.00 540,000.00 0.00% Two 633 8523782 IRVINE, CA CA 92715-0000 Single Family Primary 54.58 480,000.00 480,000.00 0.00% Two 634 8550129 SARATOGA, CA CA 95070-0000 Single Family Primary 70.92 705,000.00 0 0.00% Two 635 8597280 CHERRY HILL, NJ NJ 08003-0000 Single Family Primary 73.08 390,000.00 0 2.76% Two 636 8602889 ARLINGTON, VA VA 22201-0000 Single Family Primary 78.61 374,000.00 0 2.76% Two 637 8603382 TALLAHASSEE, FL FL 32312-0000 Single Family Primary 66.67 450,000.00 0 0.00% Two 638 8617252 HUNTINGTON VALLEY , PA PA 19006-0000 Single Family Primary 75 530,000.00 0 2.76% Two 639 8621089 OKLA CITY, OK OK 73013-0000 Single Family Primary 75 370,000.00 0 1.03% Two 640 8627970 CHAPPAQUA, NY NY 10514-0000 Single Family Primary 29.09 1,100,000.00 0 0.00% Two 641 8634150 MANHASSET, NY NY 11030-0000 Single Family Primary 38.67 750,000.00 750,000.00 0.00% Two 642 8657610 LYNN HAVEN, FL FL 32444-0000 Single Family Primary 75 350,000.00 0 2.76% Two 643 8706002 LANCASTER, PA PA 17601-0000 Single Family Primary 80 432,000.00 0 1.03% Two 644 8709000 EXETER, CA CA 93221-0000 Single Family Primary 71.43 700,000.00 0 0.00% Two 645 8735500 YARDVILLE, NJ NJ 08620-0000 Single Family Primary 71.43 350,000.00 0 2.76% Two 646 8863340 BLOOMFIELD HILLS, MI MI 48032-0000 Single Family Primary 65.52 435,000.00 0 2.76% Two 647 9156279 BROOKLYN, NY NY 11229-0000 Single Family Primary 65.43 405,000.00 405,000.00 2.76% Two 648 9311542 PORT WASHINGTON, NY NY 11050-0000 Single Family Primary 74.95 475,000.00 0 2.76% Two 649 9433368 LIGHTHOUSE PT, FL FL 33064-0000 Single Family Primary 75.28 360,000.00 0 0.00% Two 650 9446552 SARASOTA, FL FL 34242-0000 Single Family Primary 58.07 775,000.00 0 0.00% Two 651 9644942 LOCH SHELDRAKE, NY NY 12759-0000 Single Family Vacation 70 325,000.00 0 1.03% Two 652 9650796 SOUTH GARDEN CITY, NY NY 11530-0000 Single Family Primary 78.9 545,000.00 0 2.76% Two 653 9656453 DUARTE, CA CA 91010-0000 Single Family Primary 75 285,000.00 0 0.00% Two 654 9668623 ARLINGTON, TX TX 76016-0000 Single Family Primary 77.63 350,000.00 0 7.93% Two 655 9779646 BETHESDA,MD MD 20814-0000 Single Family Primary 70.16 506,000.00 498,870.00 4.48% Two 656 9817155 ALTAMONTE SPRINGS, FL FL 32701-0000 Single Family Primary 57.93 1,450,000.00 0 0.00% Two 657 9921532 MIAMI, FL FL 33133-0000 Single Family Primary 76.69 381,000.00 0 2.76% Two 658 9947627 BROOKLYN, NY NY 11219-0000 Multi Family Primary 65.26 475,000.00 0 2.76% Two 659 9983336 HENDERSON, NV NV 89014-0000 Single Family Primary 70.8 375,000.00 0 1.03% Two 660 9997476 PLANDOME MANOR, NY NY 11030-0000 Single Family Primary 40.6 1,330,000.00 0 2.76% Two 661 10051960 SCARSDALE, NY NY 10583-0000 Single Family Primary 75 523,500.00 0 2.76% Two 662 10052419 DRAPER, UT UT 84020-0000 Single Family Primary 80 283,000.00 279,000.00 2.76% Two 663 10152333 ST JAMES, NY NY 11780-0000 Single Family Primary 80 542,000.00 525,000.00 0.00% Two 664 10167749 TULSA, OK OK 74137-0000 PUD Primary 68.42 475,000.00 0 0.00% Two 665 32602761 LOS ANGELES, CA CA 90049-0000 Single Family Primary 43.93 535,000.00 0 0.00% Two 666 32901037 TENAFLY, NJ NJ 07670-0000 Single Family Primary 75 750,000.00 0 0.00% Page 37
EX-4153rd Page of 202TOC1stPreviousNextBottomJust 153rd
Exhibit A Morserv, Inc. Series 1996-2 Mortgage Loan Schedule [Enlarge/Download Table] PO Group Record Loan City State Zip PropType OccType LTV Appraisal Sale Price Percentage Two 667 60007529 GREAT NECK, NY NY 11021-0000 Single Family Primary 67.44 430,000.00 0 2.76% Two 668 60008929 NEW YORK, NY NY 10003-0000 COOP Primary 74.78 575,000.00 575,000.00 0.00% Two 669 60074956 NEW YORK, NY NY 10022-0000 COOP Vacation 75 400,000.00 400,000.00 0.00% Two 670 60076281 NEW YORK, NY NY 10021-0000 Single Family Primary 26.83 4,169,000.00 4,100,000.00 0.00%
EX-4154th Page of 202TOC1stPreviousNextBottomJust 154th
EXHIBIT B CONTENTS OF MORTGAGE FILE (i) With respect to each Mortgage Loan which is not a Co-op Loan: (A)(I) Original Mortgage Note (or a lost note affidavit (including a copy of the original Mortgage Note)) or (II) original Consolidation, Extension and Modification Agreement (or a lost note affidavit (including a copy of the original Consolidation, Extension and Modification Agreement), in either case endorsed (by facsimile if so authorized by the Company), "Pay to the order of Citibank, N.A., as trustee, under that certain Pooling and Servicing Agreement dated as of August 1, 1996 for Multi-Class Mortgage Pass-Through Certificates, Series 1996-2 (MorServ, Inc.) without recourse" and signed in the name of the Mortgage Loan Seller by an authorized person and showing a complete chain of endorsement from the originator to the Mortgage Loan Seller. (B) Original (or a court-certified copy of the original) recorded Mortgage or Deed of Trust with evidence of recording thereon, or if such original has been delivered to the appropriate public recording office, a certified copy thereof certified true and complete by the Mortgage Loan Seller, with the original thereof with evidence of recording thereon to be delivered by the Company within 270 days of the Closing Date. (C) Original Assignment of Mortgage (or copy thereof) by the Mortgage Loan Seller or its agent in recordable form to "Citibank, N.A., as trustee." Subject to the foregoing, such assignments may, if permitted by law, be by blanket assignments for Mortgage Loans covering Mortgaged Properties situated within the same county. If the Assignment of Mortgage is in blanket form, a copy of the Assignment of Mortgage shall be included in the related individual Mortgage File. (D) Original (or a court-certified copy of the original) recorded Assignments of Mortgage (or copies thereof) showing a complete chain of assignment from the originator of the related Mortgage Loan to the Mortgage Loan Seller, and, if copies are delivered, with the original thereof with evidence of recording thereon to be delivered by the Company within 270 days of the Closing Date. (E) Originals (or lost note affidavit, including copies of the originals) of all assumption, consolidation and modification agreements, with evidence of recording thereon, to the extent required by applicable law, relating to the Mortgage or the Mortgage Note, if any, or, if such original has been delivered to the appropriate public recording office, a certified copy thereof certified true and complete by the applicable Mortgage Loan Seller, with the original thereof with evidence of recording thereon to be delivered by the Company within 270 days of the Closing Date. (F) The original title policy or, in the event such original title policy is unavailable, a certified true copy of the related policy binder or commitment for title certified true and 1
EX-4155th Page of 202TOC1stPreviousNextBottomJust 155th
complete by the title insurance policy company, with the original title policy to be delivered by the Company within 270 days of the Closing Date. (G) Copy of Primary Insurance Policy, if any. (ii) With respect to each Co-op Loan: (A)(I) Original Mortgage Note (or a lost note affidavit (including a copy of the original Mortgage Note)) or (II) original Consolidation, Extension and Modification Agreement (or a lost note affidavit (including a copy of the original Consolidation, Extension and Modification Agreement)), in either case endorsed (by facsimile if so authorized by the Company), "Pay to the order of Citibank, N.A. as trustee, under that certain Pooling and Servicing Agreement dated as of August 1, 1996 for Multi-Class Mortgage Pass-Through Certificates, Series 1996-2 (MorServ, Inc.) without recourse" and signed in the name of the Mortgage Loan Seller by an authorized person and showing a complete chain of endorsement from the originator to the Mortgage Loan Seller. (B) Original Mortgage entered into by the Mortgagor with respect to such Mortgage Loan. (C) Copy of Form UCC-1 and any continuation statements with evidence of filing thereon entered into by the Mortgagor with respect to such Mortgage Loan. (D) Form UCC-3 (or copy thereof) by the Mortgage Loan Seller or its agent assigning the security interest covered by such Form UCC-1 to "Citibank, N.A. as trustee", together with all Forms UCC-3 (or copies thereof) showing a complete chain of assignment from the originator of the related Co-op Loan to the Mortgage Loan Seller, with evidence of recording thereon. (E) Stock certificate representing the stock allocated to a dwelling unit in a residential cooperative housing corporation and pledged with respect to such Co-op Loan with a stock power in blank attached. (F) Original proprietary lease. (G) Original assignment of proprietary lease, to the Trustee, and all intervening assignments thereof. (H) Original recognition agreement (or copy thereof) of the interests of the mortgagee with respect to the Co-op Loan by the residential cooperative housing corporation, the stock of which was pledged in respect of such Co-op Loan. (I) Originals of any assumption, consolidation or modification agreements relating to any of the items specified in (A) through (D) above with respect to such Co-op Loan. 2
EX-4156th Page of 202TOC1stPreviousNextBottomJust 156th
EXHIBIT C FORMS OF CLASS A AND CLASS M CERTIFICATES
EX-4157th Page of 202TOC1stPreviousNextBottomJust 157th
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORSERV, INC., THE MASTER SERVICER OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE REMIC REGULAR INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY MORSERV, INC., CHASE MANHATTAN MORTGAGE CORPORATION, THE CHASE MANHATTAN BANK, THE TRUSTEE OR BY ANY OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. MORTGAGE PASS-THROUGH CERTIFICATE SERIES 1996-2 CLASS IA-1 Number 96-2-IA-1-1 Original Notional Amount: $114,282,033.00 Cut-off Date: August 1, 1996 Final Scheduled Remittance Date: November 25, 2026 First Remittance Date: September 25, 1996 Approximate Aggregate Original Denomination of all Class IA-1 Remittance Rate: Variable Certificates: $114,282,033.00 evidencing an interest in distributions allocable to the Class IA-1 Certificates with respect to a pool of conventional one- to four-family mortgage loans formed and sold by MORSERV, INC. CUSIP 619087 BM0
EX-4158th Page of 202TOC1stPreviousNextBottomJust 158th
Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. This certifies that Cede & Co. is the registered owner of the ownership interest evidenced by this Certificate (obtained by dividing the Original Denomination of this Certificate by the aggregate Original Denomination of all Class IA-1 Certificates) in certain monthly distributions with respect to a pool (the "Mortgage Pool") of conventional one- to four-family adjustable rate mortgage loans (the "Mortgage Loans") formed and sold by MorServ, Inc. (the "Company"), which Mortgage Loans are secured by Mortgaged Properties, and in certain other property held in trust for the benefit of the Certificateholders (collectively, the "Trust Fund"). The Mortgage Loans were originated by The Chase Manhattan Bank and are serviced by Chase Manhattan Mortgage Corporation (in such capacity, the "Master Servicer"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of August 1, 1996 (the "Agreement") among the Company, the Master Servicer and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth below. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned in the Agreement. This Certificate is one of a duly authorized issue of Certificates, designated as Multi-Class Mortgage Pass-Through Certificates, Series 1996-2, Class A (the "Class A Certificates") and is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Also issued under the Agreement are Certificates designated as Multi-Class Mortgage Pass-Through Certificates, Series 1996-2, Class M (the "Class M -2-
EX-4159th Page of 202TOC1stPreviousNextBottomJust 159th
Certificates"), Class B (the "Class B Certificates") and Class R (the "Class R Certificates"), which are subordinated to the Class A Certificates in right of payment to the extent described herein and in the Agreement. The Class A Certificates, the Class M Certificates, the Class B Certificates and the Class R Certificates are collectively referred to as the "Certificates". Pursuant to the terms of the Agreement, the Paying Agent will distribute from funds in the Certificate Account the amount as described on the reverse hereof on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Remittance Date"), commencing on September 25, 1996. Such distributions will be made to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month in which such payment is made, or if such last day is not a Business Day, the Business Day immediately preceding such last day (the "Record Date"). Distributions on this Certificate will be made either by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register, or by wire transfer in immediately available funds to the account of such Holder at a bank or other financial or depository institution having appropriate facilities therefor, if such Holder has so notified the Paying Agent in writing at least 10 Business Days prior to the first Remittance Date for which distribution by wire transfer is to be made, and such Holder's Class A-1 Certificates evidence an aggregate original principal balance of not less than $5,000,000. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office of the Trustee or agency appointed by the Trustee for the purpose and specified in such notice of final distribution. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof which further provisions shall for all purposes have the same effect as if set forth at this place. -3-
EX-4160th Page of 202TOC1stPreviousNextBottomJust 160th
Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. -4-
EX-4161st Page of 202TOC1stPreviousNextBottomJust 161st
IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed. Dated: August 27, 1996 MORSERV, INC. By___________________________________ Certificate of Authentication This is one of the Class A Certificates referred to in the within-mentioned Agreement. CITIBANK, N.A. as Authenticating Bank By______________________________________ Authorized Signatory -5-
EX-4162nd Page of 202TOC1stPreviousNextBottomJust 162nd
[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-
EX-4163rd Page of 202TOC1stPreviousNextBottomJust 163rd
THIS CLASS M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THIS CERTIFICATE WAS ISSUED ON AUGUST 27, 1996 AND IS TREATED AS HAVING BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE WITH PROJECTED CASH FLOWS BASED ON CERTAIN ASSUMPTIONS USED IN PRICING THE CERTIFICATES: (I) THE AMOUNT OF OID IS APPROXIMATELY [ ] PER [ ] OF THE ORIGINAL PRINCIPAL AMOUNT OF THIS CERTIFICATE, (II) THE ANNUAL YIELD OF THIS CERTIFICATE FOR PURPOSES OF COMPUTING OID IS APPROXIMATELY [ ] PER ANNUM (COMPOUNDED MONTHLY) AND (III) THE AMOUNT OF OID ALLOCABLE TO THE INITIAL SHORT PERIOD IS [ ] PER $1,000 OF THE ORIGINAL PRINCIPAL AMOUNT OF THIS CERTIFICATE USING THE EXACT METHOD. THE ACTUAL YIELD TO MATURITY AND OID ON THIS CERTIFICATE MAY DIFFER FROM THE PROJECTED AMOUNTS. THE PREPAYMENT ASSUMPTION USED IN DETERMINING THE ANNUAL YIELD FOR FEDERAL INCOME TAX PURPOSES IS [ ] OF THE PREPAYMENT MODEL. NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE EITHER (A) IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF OR WITH ASSETS OF A PLAN OR DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATES WITH THE ASSETS OF ANY INSURANCE COMPANY SEPARATE ACCOUNT OR OF ANY PLAN, OR (B) IS AN INSURANCE COMPANY AND THE SOURCE OF FUNDS FOR THE PURCHASE OF THE CERTIFICATES IS AN "INSURANCE COMPANY GENERAL ACCOUNT" WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995), AND THE CONDITIONS SET FORTH IN SECTION I AND SECTION III OF PTCE 95-60 ARE SATISFIED WITH RESPECT TO THE PURCHASE AND
EX-4164th Page of 202TOC1stPreviousNextBottomJust 164th
HOLDING OF THE CERTIFICATES, OR (ii) IF THIS CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN SUBJECT TO TITLE I OF ERISA, OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY SUCH PLAN OR, ALTERNATIVELY, IN THE CASE OF AN INSURANCE COMPANY, THE ASSETS OF ANY SEPARATE ACCOUNT OR OF ANY PLAN TO EFFECT SUCH ACQUISITION, AN OPINION OF COUNSEL TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE "PLAN ASSETS" PURSUANT TO THE DEPARTMENT OF LABOR PLAN ASSET REGULATIONS SET FORTH IN 29 C.F.R. SECTION 2510.3-101 AND TO BE SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR SECTION 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER, THE COMPANY OR ANY OF THEIR AFFILIATES TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) RELATING TO THE CERTIFICATES. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE MORTGAGE FINANCE CORPORATION, THE MASTER SERVICER OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE REMIC REGULAR INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY MORSERV, INC., CHASE MANHATTAN MORTGAGE CORPORATION, THE CHASE MANHATTAN BANK, THE TRUSTEE OR BY ANY OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. -2-
EX-4165th Page of 202TOC1stPreviousNextBottomJust 165th
MORTGAGE PASS-THROUGH CERTIFICATE SERIES 1996-2, CLASS M Number 96-2-M-1 Original Denomination $4,658,626.00 Cut-off Date: August 1, 1996 Final Scheduled Remittance Date: November 25, 2026 First Remittance Date: September 25, 1996 Approximate Aggregate Original Denomination of all Class M Remittance Rate: 7.25% Certificates: $4,658,626.00 evidencing an interest in distributions allocable to the Class M Certificates with respect to a pool of conventional one- to four-family mortgage loans formed and sold by MORSERV, INC. CUSIP 619087 BU2 This certifies that Donaldson, Lufkin & Jenrette Securities Corporation is the registered owner of the ownership interest evidenced by this Certificate (obtained by dividing the Original Denomination of this Certificate by the aggregate Original Denomination of all Class M Certificates) in certain monthly distributions with respect to a pool (the "Mortgage Pool") of conventional one- to four-family adjustable rate mortgage loans (the "Mortgage Loans") formed and sold by MorServ, Inc. (the "Company"), which Mortgage Loans are secured by Mortgaged Properties, and in certain other property held in trust for the benefit of the Certificateholders (collectively, the "Trust Fund"). The Mortgage Loans were originated by or for Morserv, and are serviced by Chase Manhattan Mortgage Corp.(in such capacity, the "Master Servicer"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of August 1, 1996 (the "Agreement") among the Company, the Master Servicer and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth below. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned in the Agreement. -3-
EX-4166th Page of 202TOC1stPreviousNextBottomJust 166th
This Certificate is one of a duly authorized issue of Certificates, designated as Multi-Class Mortgage Pass-Through Certificates, Series 1996-2, Class M (the "Class M Certificates") and is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Also issued under the Agreement are Certificates designated as Multi-Class Mortgage Pass-Through Certificates, Series 1996-2, Class A (the "Class A Certificates"), Class B (the "Class B Certificates"), and Class R (the "Class R Certificates"). The Class A Certificates are senior to, and the Class B Certificates are subordinate to, the Class M Certificates in right of payment to the extent described herein and in the Agreement. The Class A Certificates, Class M Certificates, Class B Certificates, and Class R Certificates are collectively referred to as the "Certificates". Pursuant to the terms of the Agreement, the Paying Agent will distribute from funds in the Certificate Account the amount as described on the reverse hereof on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Remittance Date"), commencing on September 25, 1996. Such distributions will be made to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month in which such payment is made, or if such last day is not a Business Day, the Business Day immediately preceding such last day (the "Record Date"). Distributions on this Certificate will be made either by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register, or by wire transfer in immediately available funds to the account of such Holder at a bank or other financial or depository institution having appropriate facilities therefor, if such Holder has so notified the Paying Agent in writing at least 10 Business Days prior to the first Remittance Date for which distribution by wire transfer is to be made, and such Holder's Class M Certificates evidence an aggregate original principal balance of not less than $5,000,000. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and -4-
EX-4167th Page of 202TOC1stPreviousNextBottomJust 167th
only upon presentation and surrender of this Certificate at the office of the Trustee or agency appointed by the Trustee for the purpose and specified in such notice of final distribution. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. -5-
EX-4168th Page of 202TOC1stPreviousNextBottomJust 168th
IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed. Dated: August 27, 1996 MORSERV, INC. By__________________________________ Certificate of Authentication This is one of the Class M Certificates referred to in the within-mentioned Agreement. CITIBANK, N.A. as Authenticating Bank By____________________________________ Authorized Signatory -6-
EX-4169th Page of 202TOC1stPreviousNextBottomJust 169th
[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-
EX-4170th Page of 202TOC1stPreviousNextBottomJust 170th
EXHIBIT D [FORM OF CLASS B-1 CERTIFICATE] THIS CLASS B-1 CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND THE CLASS M CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CLASS B-1 CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT OR UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. CLASS B-1 CERTIFICATE Original Denomination $______________ Aggregate Original Principal Balance of all Class B-1 Certificates: $___________ Cut-off Date: August 1, 1996 Number 96-2-B-1-1 First Remittance Date: September 25, 1996 MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE Series 1996-2 evidencing an ownership interest in distributions allocable to a pool of conventional one- to four-family mortgage loans formed and sold by MORSERV, INC. 1
EX-4171st Page of 202TOC1stPreviousNextBottomJust 171st
This Certificate does not represent an obligation of or interest in MorServ, Inc., the Master Servicer or the Trustee referred to below or any of their affiliates. Neither this Certificate, the REMIC regular interest represented hereby nor the underlying Mortgage Loans are guaranteed or insured by MorServ, Inc., Chase Manhattan Mortgage Corporation, The Chase Manhattan Bank, the Trustee or by any of their affiliates or by any governmental agency or instrumentality. FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN ABOVE. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE. NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE RECEIVED EITHER (i) A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE EITHER (A) IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF OR WITH ASSETS OF A PLAN OR DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATES WITH THE ASSETS OF ANY INSURANCE COMPANY SEPARATE ACCOUNT OR OF ANY PLAN OR (B) IS AN INSURANCE COMPANY AND THE SOURCE OF FUNDS FOR THE PURCHASE OF THE CERTIFICATES IS AN "INSURANCE COMPANY GENERAL ACCOUNT" WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995), AND THE CONDITIONS SET FORTH IN SECTION I AND III OF PTCE 95-60 ARE SATISFIED WITH RESPECT TO THE PURCHASE AND HOLDING OF THE CERTIFICATES OR (ii) IF THIS CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN SUBJECT TO TITLE I OF ERISA, OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY SUCH PLAN OR, ALTERNATIVELY, IN THE CASE OF AN INSURANCE COMPANY, THE ASSETS OF ANY SEPARATE ACCOUNT OR OF ANY PLAN TO EFFECT SUCH ACQUISITION, AN OPINION OF COUNSEL TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE "PLAN ASSETS" PURSUANT TO THE DEPARTMENT OF LABOR PLAN ASSET REGULATIONS SET FORTH IN 29 C.F.R. Section 2510.3-101 AND TO BE SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR SECTION 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER, THE COMPANY OR ANY OF THEIR AFFILIATES TO ANY OBLIGATION OR LIABILITY (INCLUDING 2
EX-4172nd Page of 202TOC1stPreviousNextBottomJust 172nd
OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) RELATING TO THE CERTIFICATES. This certifies that _____________________________ is the registered owner of the ownership interest (the "Ownership Interest") evidenced by this Certificate (obtained by dividing the Original Denomination of this Certificate by the aggregate Original Denomination of all Class B-1 Certificates) in certain distributions with respect to a pool of conventional one- to four-family first mortgage loans (the "Mortgage Loans") formed and sold by MorServ, Inc. (hereinafter called the "Company"), and certain other property held in trust for the benefit of Certificateholders (collectively, the "Trust Fund"). The Mortgage Loans were originated by or for The Chase Manhattan Bank and are serviced by Chase Manhattan Mortgage Corporation (the "Master Servicer") and are secured by first mortgages on Mortgaged Properties. The Trust Fund was created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of August 1, 1996 among the Company, the Master Servicer and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is one of a duly authorized issue of Certificates, designated as Multi-Class Mortgage Pass-Through Certificates, Series 1996-2, Class B-1 (the "Class B-1 Certificate") and is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which Agreement such Holder is bound. Also issued under the Agreement are Certificates designated as Multi-Class Mortgage Pass-Through Certificates Series 1996-2, Class A (the "Class A Certificates"), which are senior to the Class B-1 Certificates in right of payment, and Multi-Class Mortgage Pass Through Certificates, Series 1996-2, Class M (the "Class M Certificates"), which are also senior to the Class B-1 Certificates in right of payment, each to the extent described herein and in the Agreement. The Class A Certificates, the Class M Certificates, the Class B Certificates and the Class R Certificates are collectively referred to as the "Certificates". The Class A Certificates, as of the Cut-off Date, evidence in the aggregate an approximate 94.25% undivided interest in the Trust Fund (other than Excess Interest). The Class M Certificates, as of the Cut-Off Date, evidence in the aggregate an approximate 2.25% undivided interest in the Trust Fund. The Class B Certificates, as of the Cut-off Date, evidence in the aggregate an approximate 3.50% undivided interest in the Trust Fund. Pursuant to the terms of the Agreement, the Paying Agent will distribute from funds in the Certificate Account created pursuant to the Agreement on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Remittance Date"), commencing on September 25, 1996, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month in which such payment is made (the "Record Date"), an amount equal (with certain exceptions set forth in the Agreement) to the balance of the Available Distribution Amount remaining after distributions of Excess Interest and to the Class A and Class M Certificateholders on such Remittance Date. 3
EX-4173rd Page of 202TOC1stPreviousNextBottomJust 173rd
The rights of the Class B Certificateholders to receive distributions in respect of the Class B Certificates on any Remittance Date are subordinated to the rights of the Class A and Class M Certificateholders to receive distributions in respect of the Class A and Class M Certificates to the extent, and only to the extent, set forth in the Agreement. Amounts properly distributed to the Class B Certificateholders pursuant to the Agreement will be deemed released from the Trust Fund, and the Class B Certificateholders will not in any event be required to refund any such distributed amounts. The final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and specified in such notice of final distribution. The Trustee will cause to be kept at its Corporate Trust Office in New York, New York, or at the office of its designated agent, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee will provide for the registration of Certificates and of transfers and exchanges of Certificates. Upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee maintained for such purpose, the Trustee will, subject to the limitations set forth in the Agreement, authenticate and deliver, in the name of the designated transferee or transferees, a Certificate of a like class and dated the date of authentication by the Trustee. No service charge will be made to the Holder for any transfer or exchange of the Certificate, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Certificate. Prior to due presentation of a Certificate for registration of transfer, the Company, the Master Servicer and the Trustee may treat the person in whose name any Certificate is registered as the owner of such Certificate and the Ownership Interest in the Trust Fund evidenced thereby for the purpose of receiving distributions pursuant to the Agreement and for all other purposes whatsoever, and neither the Company, the Master Servicer nor the Trustee will be affected by notice to the contrary. The Agreement may be amended from time to time by the Company, the Master Servicer and the Trustee, without the consent of any of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions therein, which may be inconsistent with any other provisions therein, to ensure continuing treatment of each REMIC Pool as a REMIC and to avoid the imposition of certain tax liabilities, or to make any other provisions with respect to matters or questions arising under the Agreement which are not materially inconsistent with the provisions of the Agreement, provided that such action does not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder. The Agreement may also be amended from time to time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interest of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans which 4
EX-4174th Page of 202TOC1stPreviousNextBottomJust 174th
are required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or (iii) change the percentage specified in clause (ii) of the first paragraph of Section 11.01 of the Agreement, without the consent of the Holders of all Certificates of such Class then outstanding. An election will be made to treat the Trust Fund as a REMIC (the "Subsidiary REMIC") for federal income tax purposes. An election will be made to treat as a REMIC (the "Master REMIC") the pool of assets represented by the regular interests in the Subsidiary REMIC. The Class A Certificates, the Class M Certificates, the Class B Certificates and the Chase Interest will represent regular interests in the Master REMIC. The Class R Certificates constitute the Residual Interest in the Master REMIC and the Subsidiary REMIC. The respective obligations and responsibilities of the Company, the Master Servicer and the Trustee under the Agreement will terminate upon: (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and the remittance of all funds due thereunder; or (ii) at the option of the Master Servicer, on any Remittance Date which occurs in the month next following a Due Date on which the aggregate unpaid Principal Balance of the Outstanding Mortgage Loans is less than 5% of the aggregate unpaid Principal Balance of the Mortgage Loans on the Cut-off Date, so long as the Master Servicer deposits or causes to be deposited in the Certificate Account during the Principal Prepayment Period related to such Remittance Date an amount equal to the Purchase Price for each Mortgage Loan, less any unreimbursed Advances made with respect to any Mortgage Loan and, with respect to all property acquired in respect of any Mortgage Loan remaining in the Trust Fund, an amount equal to the fair market value of such property, as determined by an appraisal to be conducted by an appraiser selected by the Trustee, less unreimbursed Advances made with respect to the Mortgage Loan with respect to which property has been acquired; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 32 years after the Closing Date and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James's, living on the date hereof. 5
EX-4175th Page of 202TOC1stPreviousNextBottomJust 175th
IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed. Dated: August 27, 1996 MORSERV, INC. By________________________ Authorized Officer This is one of the Class B-1 Certificates referred to in the within-mentioned Agreement. CITIBANK, N.A., as Trustee By________________________ Authorized Signatory 6
EX-4176th Page of 202TOC1stPreviousNextBottomJust 176th
[FORM OF ASSIGNMENT] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (PLEASE INSERT SOCIAL SECURITY* OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE) -------------------- -------------------- ------------------------------------------------------------- (Please Print or Type Name and Address of Assignee) -------------------------------------------------------------- the within Certificate, and all rights thereunder, and hereby does irrevocably constitute and appoint __________________________________________________ Attorney to transfer the within Certificate on the books kept for the registration thereof, with full power of substitution in the premises. Dated: (Signature guaranty) _______________________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration or enlargement or any change whatever. (*This information, which is voluntary, is being requested to ensure that the assignee will not be subject to backup withholding under Section 3406 of the Code.) 7
EX-4177th Page of 202TOC1stPreviousNextBottomJust 177th
[FORM OF CLASS R CERTIFICATE] THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT OR UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. AS MORE FULLY PROVIDED BY SECTION 4.02(i) OF THE AGREEMENT, CERTAIN SPECIFIED ENTITIES INCLUDING (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY THAT IS A CORPORATION ALL OF WHOSE ACTIVITIES ARE SUBJECT TO TAX UNDER CHAPTER 1 OF SUBTITLE A OF THE CODE AND (EXCEPT IN THE CASE OF FHLMC) A MAJORITY OF WHOSE BOARD OF DIRECTORS IS NOT SELECTED BY THE UNITED STATES, OR ANY STATE OR POLITICAL SUBDIVISION THEREOF), (B) ANY ORGANIZATION THAT IS EXEMPT FROM TAX IMPOSED BY CHAPTER 1 OF SUBTITLE A OF THE CODE, OTHER THAN (X) A TAX-EXEMPT FARMERS' COOPERATIVE WITHIN THE MEANING OF SECTION 521 OF THE CODE OR (Y) AN ORGANIZATION THAT IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON "UNRELATED BUSINESS INCOME", (C) A CORPORATION OPERATING ON A COOPERATIVE BASIS THAT IS ENGAGED IN FURNISHING ELECTRIC ENERGY OR PROVIDING TELEPHONE SERVICE TO PERSONS IN RURAL AREAS (WITHIN THE MEANING OF SECTION 1381(a)(2)(C) OF THE CODE) AND (D) CERTAIN FOREIGN PERSONS ARE PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF A CLASS R CERTIFICATE. CLASS R CERTIFICATE THIS CERTIFICATE HAS NO STATED PRINCIPAL BALANCE Cut-off Date: August 1, 1996 Number 96-2-R-1 First Remittance Date: September 25, 1996 8
EX-4178th Page of 202TOC1stPreviousNextBottomJust 178th
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE Series 1996-2 evidencing an ownership interest in distributions allocable to the Residual Interest Certificates with respect to a pool of conventional one- to four-family first mortgage loans formed and sold by MORSERV, INC. This Certificate does not represent an obligation of or interest in MorServ, Inc., the Master Servicer or the Trustee referred to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by MorServ, Inc., Chase Manhattan Mortgage Corporation, The Chase Manhattan Bank, the Trustee or by any of their affiliates or by any governmental agency or instrumentality. NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE RECEIVED EITHER (i) A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE EITHER (A) IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF OR WITH ASSETS OF A PLAN OR DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATES WITH THE ASSETS OF ANY INSURANCE COMPANY SEPARATE ACCOUNT OR OF ANY PLAN OR (B) IS AN INSURANCE COMPANY AND THE SOURCE OF FUNDS FOR THE PURCHASE OF THE CERTIFICATES IS AN "INSURANCE COMPANY GENERAL ACCOUNT" WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995), AND THE CONDITIONS SET FORTH IN SECTION I AND III OF PTCE 95-60 ARE SATISFIED WITH RESPECT TO THE PURCHASE AND HOLDING OF THE CERTIFICATES OR (ii) IF THIS CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN SUBJECT TO TITLE I OF ERISA, OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY SUCH PLAN OR, ALTERNATIVELY, IN THE CASE OF AN INSURANCE COMPANY, THE ASSETS OF ANY SEPARATE ACCOUNT OR OF ANY PLAN TO EFFECT SUCH ACQUISITION, AN OPINION OF COUNSEL TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE "PLAN ASSETS" PURSUANT TO THE DEPARTMENT OF LABOR PLAN ASSET REGULATIONS SET FORTH IN 29 C.F.R. Section2510.3-101 AND TO BE SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 9
EX-4179th Page of 202TOC1stPreviousNextBottomJust 179th
406 OR SECTION 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER, THE COMPANY OR ANY OF THEIR AFFILIATES TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) RELATING TO THE CERTIFICATES. This certifies that ____________________ is the registered owner of an undivided interest in certain monthly distributions with respect to a pool (the "Mortgage Pool) of conventional one- to four-family first mortgage loans (the "Mortgage Loans") formed and sold by MorServ, Inc. (hereinafter called the "Company", which term includes any successor entity under the Agreement referred to below) and certain other property held in trust for the benefit of Certificateholders (collectively, the "Trust Fund"). The Mortgage Loans were originated by or for The Chase Manhattan Bank and are serviced by Chase Manhattan Mortgage Corporation (the "Master Servicer") and are secured by first mortgages on Mortgaged Properties. The Trust Fund was created pursuant to a Pooling and Servicing Agreement (the "Agreement") dated as of August 1, 1996 among the Company, the Master Servicer and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is one of a duly authorized issue of Certificates, designated as Multi-Class Mortgage Pass-Through Certificates, Series 1996-2, Class R (the "Class R Certificate") and is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which Agreement such Holder is bound. All payments made under this Certificate will be made in accordance with the terms of the Agreement. Also issued under the Agreement are Certificates designated as Multi-Class Mortgage Pass-Through Certificates Series 1996-2, Class A, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates. The Class A Certificates, the Class M Certificates, the Class B Certificates and the Class R Certificates are collectively referred to as the "Certificates". The Class A Certificates, as of the Cut-off Date, evidence in the aggregate an approximate 94.25% undivided interest in the Trust Fund (other than Excess Interest). The Class M Certificates, as of the Cut-off Date, evidence in the aggregate an approximate 2.25% undivided interest in the Trust Fund. The Class B Certificates, as of the Cutoff Date, evidence in the aggregate an approximate 3.50% undivided interest in the Trust Fund. The rights of the Class R Certificateholders to receive distributions in respect of the Class R Certificates on any Remittance Date are governed by the terms of the Agreement and are subordinated to the rights of the Class A, Class M and Class B Certificateholders to receive distributions in respect of the Class A and Class M Certificates to the extent, and only to the extent, set forth in the Agreement. Amounts properly distributed to the Class R Certificateholders pursuant to the Agreement will be deemed released from the Trust Fund, and the Class R Certificateholders will not in any event be required to refund any such distributed amounts. The final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and specified in such notice of final distribution. 10
EX-4180th Page of 202TOC1stPreviousNextBottomJust 180th
The Trustee will cause to be kept at its Corporate Trust Office in New York, New York, or at the office of its designated agent, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee will provide for the registration of Certificates and of transfers and exchanges of Certificates. Upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee maintained for such purpose, the Trustee will, subject to the limitations set forth in the Agreement, authenticate and deliver, in the name of the designated transferee or transferees, a Certificate of a like class and dated the date of authentication by the Trustee. No service charge will be made to the Holder for any transfer or exchange of the Certificate, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Certificate. Prior to due presentation of a Certificate for registration of transfer, the Company, the Master Servicer and the Trustee may treat the person in whose name any Certificate is registered as the owner of such Certificate and the Ownership Interest in the Trust Fund evidenced thereby for the purpose of receiving distributions pursuant to the Agreement and for all other purposes whatsoever, and neither the Company, the Master Servicer nor the Trustee will be affected by notice to the contrary. The Agreement may be amended from time to time by the Company, the Master Servicer and the Trustee, without the consent of any of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions therein, which may be inconsistent with any other provisions therein, to ensure continuing treatment of each REMIC Pool as a REMIC and to avoid the imposition of certain tax liabilities, or to make any other provisions with respect to matters or questions arising under the Agreement which are not materially inconsistent with the provisions of the Agreement, provided that such action does not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder. The Agreement may also be amended from time to time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interest of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans which are required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or (iii) change the percentage specified in clause (ii) of the first paragraph of Section 11.01 of the Agreement, without the consent of the Holders of all Certificates of such Class then outstanding. An election will be made to treat the Trust Fund as a REMIC (the "Subsidiary REMIC") for federal income tax purposes. An election will be made to treat as a REMIC (the "Master REMIC") the pool of assets represented by the regular interests in the Subsidiary REMIC. The Class A Certificates, the Class M Certificates, the Class B Certificates and the 11
EX-4181st Page of 202TOC1stPreviousNextBottomJust 181st
Chase Interest will represent regular interests in the Master REMIC. The Class R Certificates constitute the Residual Interest in the Master REMIC and the Subsidiary REMIC. The respective obligations and responsibilities of the Company, the Master Servicer and the Trustee under the Agreement will terminate upon: (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and the remittance of all funds due thereunder; or (ii) at the option of the Master Servicer, on any Remittance Date which occurs in the month next following a Due Date on which the aggregate unpaid Principal Balance of all Outstanding Mortgage Loans is less than 5% of the aggregate unpaid Principal Balance of the Mortgage Loans on the Cut-off Date, so long as the Master Servicer deposits or causes to be deposited in the Certificate Account during the Principal Prepayment Period related to such Remittance Date an amount equal to the Purchase Price for each Mortgage Loan, less unreimbursed Advances made with respect to any Mortgage Loan and, with respect to all property acquired in respect of any Mortgage Loan remaining in the Trust Fund, an amount equal to the fair market value of such property, as determined by an appraisal to be conducted by an appraiser selected by the Trustee, less any Advances made with respect to the Mortgage Loan with respect to which property has been acquired; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 32 years after the Closing Date and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James's, living on the date hereof. IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed. Dated: August 27, 1996 MORSERV, INC. By________________________ Authorized Officer This is the Class R Certificate referred to in the within-mentioned Agreement. CITIBANK, N.A., as Trustee By________________________ Authorized Signatory 12
EX-4182nd Page of 202TOC1stPreviousNextBottomJust 182nd
[FORM OF ASSIGNMENT] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (PLEASE INSERT SOCIAL SECURITY* OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE) -------------------- -------------------- ------------------------------------------------------------- (Please Print or Type Name and Address of Assignee) ------------------------------------------------------------- the within Certificate, and all rights thereunder, and hereby does irrevocably constitute and appoint __________________________________________________ Attorney to transfer the within Certificate on the books kept for the registration thereof, with full power of substitution in the premises. Dated: (Signature guaranty) _______________________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration or enlargement or any change whatever. (*This information, which is voluntary, is being requested to ensure that the assignee will not be subject to backup withholding under Section 3406 of the Code.) 13
EX-4183rd Page of 202TOC1stPreviousNextBottomJust 183rd
EXHIBIT E FORM OF TRUSTEE CERTIFICATION [date] MorServ, Inc. One Chase Manhattan Plaza New York, New York 10081 Re: Pooling and Servicing Agreement dated as of August 1, 1996 among MorServ, Inc., Chase Manhattan Mortgage Corporation and Citibank, N.A., as trustee, Multi-Class Mortgage Pass-Through Certificates, Series 1996-2 Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement, the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule attached hereto (other than any Mortgage Loan paid in full or listed on the attachment hereto) it has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined that: (i) All documents in the Mortgage File required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; (ii) In connection with each Mortgage Loan or Assignment thereof as to which documentary evidence of recording was not received on the Closing Date, it has received evidence of such recording; and (iii) Such documents have been reviewed by it and such documents do not contain any material omissions or defects within the meaning of Section 2.01 or 2.02. The Trustee further certifies that as to each Mortgage Loan, the Trustee holds the Mortgage Note without any Responsible Officer of the Trustee having received written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Note was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Note or Mortgage of any security interest therein, or (d) of any defense against or claim to the Mortgage Note by any other party. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond confirming (i) that the Mortgage Loan number and the name of the Mortgagor in each Mortgage File conform to the respective Mortgage Loan number and name listed on the Mortgage Loan Schedule and (ii) the existence in each Mortgage File of each of the documents listed in subparagraphs (i)(A) through (G) and (ii)(A) through (I), inclusive, of Section 2.01 in the Agreement. The Trustee makes no representations or warranties as to the validity, 1
EX-4184th Page of 202TOC1stPreviousNextBottomJust 184th
legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage Loan or the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement. CITIBANK, N.A., as Trustee By: __________________________ Name: ________________________ Title: _______________________ 2
EX-4185th Page of 202TOC1stPreviousNextBottomJust 185th
EXHIBIT F CERTIFICATE ACCOUNT CERTIFICATION (date) Chase Manhattan Mortgage Corporation hereby certifies that it has established the account described below as a Certificate Account pursuant to Section 5.08 of the Pooling and Servicing Agreement, dated as of August 1, 1996. Title of Account: "Citibank, N.A. as Trustee, in trust for and for the benefit of the Certificateholders of Multi-Class Mortgage Pass-Through Certificates, MorServ, Inc., Series 1996-2 - Certificate Account" Account Number: ___________________ Address of office or branch of the Company at which Account is maintained: _______________________ _______________________ The account will be insured by the Federal Deposit Insurance Company. Chase Manhattan Mortgage Corporation By: ______________________________ Name: ____________________________ Title: ___________________________ 1
EX-4186th Page of 202TOC1stPreviousNextBottomJust 186th
EXHIBIT G CERTIFICATE ACCOUNT LETTER AGREEMENT (date) To: ____________________ ____________________ ____________________ (the "Depository") As "Master Servicer" under the Pooling and Servicing Agreement, dated as of August 1, 1996 (the "Agreement"), we hereby authorize and request you to establish an account, as a Certificate Account pursuant to Section 5.08 of the Agreement, to be designated as "Citibank, N.A., as Trustee, in trust for and for the benefit of the Certificateholders of Multi-Class Mortgage Pass-Through Certificates, MorServ, Inc. Series 1996-2 - Certificate Account." All deposits in the account shall be subject to withdrawal therefrom by order signed by the Master Servicer (unless the Trustee has notified the Depository that the Trustee has revoked the Master Servicer's right to withdraw funds from the Certificate Account) or the Trustee. This letter is submitted to you in duplicate. Please execute and return one original to us. Chase Manhattan Mortgage Corporation By: ___________________________ Name: _________________________ Title: ________________________ The undersigned, as "Depository," hereby certifies that the above described account has been established under Account Number , at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided above. The account will be insured by the Federal Deposit Insurance Corporation. _________________________________ (Name of Depository) By: ___________________________ Name: _________________________ Title: ________________________ 1
EX-4187th Page of 202TOC1stPreviousNextBottomJust 187th
EXHIBIT H ESCROW ACCOUNT CERTIFICATION (date) Chase Manhattan Mortgage Corporation hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 5.10 of the Pooling and Servicing Agreement, dated as of August 1, 1996. Title of Account: "Escrow Account - Multi-Class Mortgage Pass-Through Certificates, Series 1996-2 (MorServ, Inc.) in trust for Citibank, N.A., as Trustee and various Mortgagors." Account Number: __________________________ Address of office or branch of the Company at which Account is maintained: __________________________ __________________________ The account will be insured by the Federal Deposit Insurance Company. Chase Manhattan Mortgage Corporation By: ___________________________ Name: _________________________ Title: ________________________ 1
EX-4188th Page of 202TOC1stPreviousNextBottomJust 188th
EXHIBIT I ESCROW ACCOUNT LETTER AGREEMENT (date) To: _____________________ _____________________ ______________________ (the "Depository") As "Master Servicer" under the Pooling and Servicing Agreement, dated as of August 1, 1996 (the "Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 5.10 of the Agreement, to be designated as "Escrow Account - Multi-Class Mortgage Pass-Through Certificates, Series 1996-2 (MorServ, Inc.) in trust for Citibank, N.A., as Trustee and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by the Master Servicer. This letter is submitted to you in duplicate. Please execute and return one original to us. Chase Manhattan Mortgage Corporation By:____________________________ Name:__________________________ Title: ________________________ The undersigned, as "Depository," hereby certifies that the above described account has been established under Account Number ___________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided above. The account will be insured by the Federal Deposit Insurance Corporation. ______________________________ (Name of Depository) By:____________________________ Name:__________________________ Title:_________________________ 1
EX-4189th Page of 202TOC1stPreviousNextBottomJust 189th
EXHIBIT J FORM OF INVESTMENT LETTER (Accredited Investor) [date] Chase Manhattan Mortgage Corporation 343 Thornall Street Edison, New Jersey 08837 Citibank, N.A., as trustee 120 Wall Street New York, New York 10043 Re: MorServ, Inc., Multi-Class Mortgage Pass-Through Certificates, Series 1996-2, [Class B- ] Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from _________________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of Multi-Class Mortgage Pass-Through Certificates, Series 1996-2, [Class B- ] (the "Certificates"), issued pursuant to a pooling and servicing agreement, dated as of August 1, 1996 (the "Pooling and Servicing Agreement"), among MorServ, Inc. (the "Company"), Chase Manhattan Mortgage Corporation, as master servicer (the "Master Servicer"), and Citibank, N.A., as trustee (the "Trustee"). [The Purchaser intends to register the Transferred Certificate in the name of ____________________, as nominee for __________________.] All terms used and not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Purchaser certifies, represents and warrants to, and covenants with, the Company and the Trustee that: 1. The Purchaser understands that (a) the Certificates have not been registered or qualified under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, (b) neither the Company nor the Trustee is required, and neither of them intends, to so register or qualify the Certificates, (c) the Certificates cannot be resold unless (i) they are registered and qualified under the Securities Act and the applicable state securities 1
EX-4190th Page of 202TOC1stPreviousNextBottomJust 190th
laws or (ii) an exemption from registration and qualification is available and (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Certificates. 2. The Certificates will bear a legend to the following effect: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS, AND MAY NOT, DIRECTLY OR INDIRECTLY, BE SOLD OR OTHERWISE TRANSFERRED, OR OFFERED FOR SALE, UNLESS SUCH TRANSFER IS NOT SUBJECT TO REGISTRATION UNDER THE ACT, THE 1940 ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND SUCH TRANSFER ALSO COMPLIES WITH THE OTHER PROVISIONS OF SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT. NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO THE MASTER SERVICER AND THE TRUSTEE (A) AN INVESTMENT LETTER FROM THE PROSPECTIVE INVESTOR; AND (B) REPRESENTATIONS FROM THE TRANSFEROR REGARDING THE OFFERING AND SALE OF THE CERTIFICATES. NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE RECEIVED EITHER (i) A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE EITHER (A) IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF OR WITH ASSETS OF A PLAN OR DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATES WITH THE ASSETS OF ANY INSURANCE COMPANY SEPARATE ACCOUNT OR OF ANY PLAN OR (B) IS AN INSURANCE COMPANY AND THE SOURCE OF FUNDS FOR THE PURCHASE OF THE CERTIFICATES IS AN "INSURANCE COMPANY GENERAL ACCOUNT" WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995), AND THE CONDITIONS SET FORTH IN SECTION I AND III OF PTCE 95- 60 ARE SATISFIED WITH RESPECT TO THE PURCHASE AND HOLDING OF THE CERTIFICATES OR (ii) IF THIS CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN SUBJECT TO TITLE I OF ERISA, OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), OR A TRUSTEE OF 2
EX-4191st Page of 202TOC1stPreviousNextBottomJust 191st
ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY SUCH PLAN OR, ALTERNATIVELY, IN THE CASE OF AN INSURANCE COMPANY, THE ASSETS OF ANY SEPARATE ACCOUNT OR OF ANY PLAN TO EFFECT SUCH ACQUISITION, AN OPINION OF COUNSEL TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE "PLAN ASSETS" PURSUANT TO THE DEPARTMENT OF LABOR PLAN ASSET REGULATIONS SET FORTH IN 29 C.F.R. Section2510.3-101 AND TO BE SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR SECTION 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER, THE COMPANY OR ANY OF THEIR AFFILIATES TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) RELATING TO THE CERTIFICATES. 3. The Purchaser is acquiring the Transferred Certificates for its own account [for investment only]*/ and not with a view to or for sale or other transfer in connection with any distribution of the Transferred Certificates in any manner that would violate the Securities Act or any applicable state securities laws, subject, nevertheless, to the understanding that disposition of the Purchaser's property shall at all times be and remain within its control. 4. The Purchaser (a) is a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and in particular in such matters related to securities similar to the Certificates, such that it is capable of evaluating the merits and risks of investment in the Certificates, (b) is able to bear the economic risks of such an investment and (c) is an "accredited investor" within the meaning of Rule 501(a) promulgated pursuant to the Securities Act. 5. The Purchaser will not nor has it authorized nor will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner, or (e) take any other action, that would constitute a distribution of any Certificate under the Securities Act or the Investment Company Act of 1940, as amended (the "1940 Act"), that would render the disposition of any Certificate a violation of Section 5 of the Securities Act or any state securities law, or that would require registration or -------- */ Not required of a broker/dealer purchaser. 3
EX-4192nd Page of 202TOC1stPreviousNextBottomJust 192nd
qualification pursuant thereto. Neither the Purchaser nor anyone acting on its behalf has offered the Certificates for sale or made any general solicitation by means of general advertising or in any other manner with respect to the Certificates. The Purchaser will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. 6. [This paragraph may be deleted if the Purchaser provides the Opinion of Counsel referred to in clause (ii) of Section 4.02(d) of the Pooling and Servicing Agreement.] The Purchaser either (A) is not an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (each, a "Plan"), and is not directly or indirectly purchasing any Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of or with assets of a Plan or directly or indirectly purchasing any certificates with the assets of any insurance company separate account or of any Plan or (B) is an insurance company and the source of funds for the purchase of the certificates is an "insurance company general account" within the meaning of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), and the conditions set forth in Section I and III of PTCE 95-60 are satisfied with respect to the purchase and holding of the Certificates. 7. Prior to the sale or transfer by the Purchaser of any of the Certificates, the Purchaser will obtain from any subsequent purchaser substantially the same certifications, representations, warranties and covenants contained in the foregoing paragraphs and in this letter or a letter substantially in the form of Exhibit J-1 to the Pooling and Servicing Agreement. 8. The Purchaser agrees to indemnify the Trustee, the Master Servicer and the Company against any liability that may result from any misrepresentation made herein. Very truly yours, [Purchaser] By:________________________________ Name: Title: 4
EX-4193rd Page of 202TOC1stPreviousNextBottomJust 193rd
EXHIBIT J-1 FORM OF RULE 144A INVESTMENT LETTER (Qualified Institutional Buyer) [date] Chase Manhattan Mortgage Corporation 343 Thornall Street Edison, New Jersey 08837 Citibank, N.A., as trustee 120 Wall Street New York, New York 10043 Re: MorServ, Inc., Multi-Class Mortgage Pass-Through Certificates, Series 1996-2, [Class B- ] Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from _________________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of Multi-Class Mortgage Pass-Through Certificates, Series 1996-2, [Class B- ] (the "Certificates"), issued pursuant to a pooling and servicing agreement, dated as of August 1, 1996 (the "Pooling and Servicing Agreement"), among MorServ, Inc. (the "Company"), Chase Manhattan Mortgage Corporation, as master servicer (the "Master Servicer"), and Citibank, N.A., as trustee (the "Trustee"). [The Purchaser intends to register the Transferred Certificate in the name of ____________________, as nominee for __________________.] All terms used and not otherwise defined herein shall have the meanings set forth in the Trust Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Purchaser certifies, represents and warrants to, and covenants with, the Company and the Trustee that: In connection with our acquisition of the above Transferred Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we 1
EX-4194th Page of 202TOC1stPreviousNextBottomJust 194th
Chase Manhattan Mortgage Corporation Citibank, N.A., as trustee [date] Page 2 have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Company concerning the purchase of the Transferred Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Transferred Certificates, (d) we are not an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, or a plan within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (each, a "Plan"), nor are we directly or indirectly purchasing any Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of or with assets of a Plan or directly or indirectly purchasing any certificates with the assets of any insurance company separate account or of any Plan [or alternatively, in the case of an insurance company, is an insurance company and the source of funds for the purchase of the certificates is an "insurance company general account" within the meaning of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60"), 50 Fed. Reg. 35925 (July 12, 1995), and the conditions set forth in Section I and Section III of PTCE 95-60 are satisfied with respect to the purchase and holding of the Certificates, (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates, (f) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed one of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale of the Transferred Certificates to us is being made in reliance on Rule 144A. We are acquiring the Transferred Certificates for our own account or for resale pursuant to Rule 144A and further understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed by us, based upon certifications of such purchaser or information we have in our possession, to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. 2
EX-4195th Page of 202TOC1stPreviousNextBottomJust 195th
Chase Manhattan Mortgage Corporation Citibank, N.A., as trustee [date] Page 3 We agree to indemnify the Trustee, the Master Servicer and the Company against any liability that may result from any misrepresentation made herein. Very truly yours, [Purchaser] By: _________________ Name: Title: 3
EX-4196th Page of 202TOC1stPreviousNextBottomJust 196th
ANNEX 1 QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees Other Than Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein: 1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer. 2. In connection with the purchases by the Buyer, the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned and/or invested on a discretionary basis $____________*/ in securities (except for the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below. ____ Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. ____ Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by Federal, State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto. ____ Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over such institution or is a foreign savings and loan association or equivalent institution and (b) has an audited net -------- * Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities. 1
EX-4197th Page of 202TOC1stPreviousNextBottomJust 197th
worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto. ____ Broker-dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. ____ Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of the State, territory or the District of Columbia. ____ State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees. ____ ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended. ____ Investment Advisor. The Buyer is an investment advisor registered under the Investment Advisors Act of 1940, as amended. ____ Small Business Investment Company. Buyer is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended. ____ Business Development Company. Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940, as amended. 3. The term "securities" as used for purposes of the calculation of the dollar amount in paragraph 2 excludes: (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities owned but subject to a repurchase agreement and (viii) currency, interest rate and commodity swaps. 4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph, except (i) where the Buyer reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market. Further, in determining such aggregate amount, the Buyer may have included securities owned by 2
EX-4198th Page of 202TOC1stPreviousNextBottomJust 198th
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
EX-4199th Page of 202TOC1stPreviousNextBottomJust 199th
ANNEX 2 QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees That are Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein: 1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser. 2. In connection with purchases by Buyer, the Buyer is a "qualified institutional buyer" as defined in Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer's Family of Investment Companies, the cost of such securities was used, except (i) where the Buyer or the Buyer's Family of Investment Companies reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market. ____ The Buyer owned $___________ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). ____ The Buyer is part of a Family of Investment Companies which owned in the aggregate $__________ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). 3. The term "Family of Investment Companies" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). 4. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment 1
EX-4200th Page of 202TOC1stPreviousNextBottomJust 200th
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
EX-4201st Page of 202TOC1stPreviousNextBottomJust 201st
EXHIBIT K FORM OF ERISA LETTER [date] Chase Manhattan Mortgage Corporation 343 Thornall Street Edison, New Jersey 08837 Citibank, N.A., as trustee 120 Wall Street New York, New York 10043 Re: MorServ, Inc., Multi-Class Mortgage Pass-Through Certificates, Series 1996-2, [Class -- ] Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from _________________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of Multi-Class Mortgage Pass-Through Certificates, Series 1996-2, [Class -- ] (the "Certificates"), issued pursuant to a pooling and servicing agreement, dated as of August 1, 1996 (the "Pooling and Servicing Agreement"), among MorServ, Inc. (the "Company"), Chase Manhattan Mortgage Corporation, as master servicer (the "Master Servicer"), and Citibank, N.A., as trustee (the "Trustee"). [The Purchaser intends to register the Transferred Certificate in the name of ____________________, as nominee for __________________.] All terms used and not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Purchaser certifies, represents and warrants to, and covenants with, the Company and the Trustee that: 1. The Purchaser either (A) is not an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (each, a "Plan"), and is not directly or indirectly purchasing any 1
EX-4Last Page of 202TOC1stPreviousNextBottomJust 202nd
Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of or with assets of a Plan or directly or indirectly purchasing any certificates with the assets of any insurance company separate account or of any Plan or (B) is an insurance company and the source of funds for the purchase of the certificates is an "insurance company general account" within the meaning of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), and the conditions set forth in Section I and III of PTCE 95-60 are satisfied with respect to the purchase and holding of the Certificates. 2. The Purchaser agrees to indemnify the Trustee, the Master Servicer and the Company against any liability that may result from any misrepresentation made herein. Very truly yours, [Purchaser] By:________________________________ Name: Title: 2

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
11/25/26157165
12/25/2547
9/25/041516
9/25/0315
9/25/021415
9/25/011415
12/31/969710-K
9/25/9637177
9/24/9610
Filed on:9/11/96
For Period End:8/27/9610181
8/23/9657
8/1/961201
7/12/9565202
 List all Filings 
Top
Filing Submission 0000893220-96-001528   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Thu., Mar. 28, 6:07:06.3pm ET