Exhibit 4.2
UNAFFILIATED SELLER'S AGREEMENT
dated as of March 1, 1999
by and among
PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION,
as Depositor,
ABFS 1999-1, INC.,
as Unaffiliated Seller
and
AMERICAN BUSINESS CREDIT, INC.,
HOMEAMERICAN CREDIT, INC., D/B/A UPLAND MORTGAGE, and
NEW JERSEY MORTGAGE AND INVESTMENT CORP.,
as Originators
TABLE OF CONTENTS
Page
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ARTICLE I DEFINITIONS ..................................................... 1
Section 1.01. Definitions ............................................ 1
ARTICLE II PURCHASE, SALE AND CONVEYANCE OF MORTGAGE LOANS ................ 3
Section 2.01. Agreement to Purchase the Initial Mortgage
Loans................................................... 3
Section 2.02. Agreement to Purchase the Subsequent Mortgage Loans .... 3
Section 2.03. Purchase Price ......................................... 4
Section 2.04. Conveyance of Mortgage Loans; Possession of
Mortgage Files ......................................... 4
Section 2.05. Delivery of Mortgage Loan Documents .................... 5
Section 2.06. Acceptance of Mortgage Loans ........................... 6
Section 2.07. Transfer of Mortgage Loans; Assignment of
Agreement .............................................. 7
Section 2.08. Examination of Mortgage Files .......................... 7
Section 2.09. Books and Records ...................................... 8
Section 2.10. Cost of Delivery and Recordation of Documents .......... 8
ARTICLE III REPRESENTATIONS AND WARRANTIES ................................ 8
Section 3.01. Representations and Warranties as to the
Originators ............................................ 8
Section 3.02. Representations and Warranties as to the
Unaffiliated Seller .................................... 11
Section 3.03. Representations and Warranties Relating to the
Mortgage Loans ......................................... 13
Section 3.04. Representations and Warranties of the Depositor ........ 23
Section 3.05. Repurchase Obligation for Defective Documentation
and for Breach of a Representation or Warranty ......... 24
ARTICLE IV THE UNAFFILIATED SELLER ........................................ 26
Section 4.01. Covenants of the Originators and the Unaffiliated
Seller ................................................. 26
Section 4.02. Merger or Consolidation ................................ 27
Section 4.03. Costs .................................................. 27
Section 4.04. Indemnification ........................................ 28
ARTICLE V CONDITIONS OF CLOSING ........................................... 30
Section 5.01. Conditions of Depositor's Obligations .................. 30
Section 5.02. Conditions of Unaffiliated Seller's Obligations ........ 32
Section 5.03. Termination of Depositor's Obligations ................. 33
ARTICLE VI MISCELLANEOUS .................................................. 33
Section 6.01. Notices ................................................ 33
Section 6.02. Severability of Provisions ............................. 34
Section 6.03. Agreement of Unaffiliated Seller ....................... 34
Section 6.04. Survival ............................................... 34
Section 6.05. Effect of Headings and Table of Contents ............... 34
Section 6.06. Successors and Assigns ................................. 34
Section 6.07. Confirmation of Intent; Grant of Security Interest ..... 34
Section 6.08. Miscellaneous .......................................... 35
Section 6.09. Amendments ............................................. 35
Section 6.10. Third-Party Beneficiaries .............................. 36
Section 6.11. GOVERNING LAW; CONSENT TO JURISDICTION;
WAIVER OF JURY TRIAL ................................... 36
Section 6.12. Execution in Counterparts .............................. 37
SCHEDULES AND EXHIBITS
Schedule I - Mortgage Loan Schedule
Exhibit A - Form of Subsequent Transfer Agreement
This UNAFFILIATED SELLER'S AGREEMENT, dated as of March 1, 1999 (this
"Agreement"), by and among PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION,
a Delaware corporation, (the "Depositor"), ABFS 1999-1, INC., a Delaware
corporation (the "Unaffiliated Seller"), AMERICAN BUSINESS CREDIT, INC., a
Pennsylvania corporation ("ABC"), HOMEAMERICAN CREDIT, INC. D/B/A UPLAND
MORTGAGE, a Pennsylvania corporation ("Upland") and NEW JERSEY MORTGAGE AND
INVESTMENT CORP., a New Jersey corporation ("NJMIC", and together with ABC and
Upland, the "Originators").
W I T N E S S E T H:
WHEREAS, Schedule I attached hereto and made a part hereof lists
certain fixed rate business and consumer purpose first and second lien mortgage
loans (the "Mortgage Loans") owned by the Originators that the Originators
desire to sell to the Unaffiliated Seller, the Unaffiliated Seller desires to
sell to the Depositor and that the Depositor desires to purchase;
WHEREAS, it is the intention of the Originators, the Unaffiliated
Seller and the Depositor that simultaneously with the Originators' conveyance of
the Mortgage Loans to the Unaffiliated Seller and the Unaffiliated Seller's
conveyance of the Mortgage Loans to the Depositor on the Closing Date, (a) the
Depositor shall sell the Mortgage Loans to the ABFS Mortgage Loan Trust 1999-1,
a Delaware business trust (the "Trust") pursuant to a Sale and Servicing
Agreement to be dated as of March 1, 1999 (the "Sale and Servicing Agreement"),
to be entered into by and among the Depositor, as depositor, the Trust, as
issuer, ABC, as servicer (in such capacity, the "Servicer"), Chase Bank of
Texas, N.A., a national banking association, as collateral agent (the
"Collateral Agent"), and The Bank of New York, a New York banking corporation,
as indenture trustee (the "Indenture Trustee"), and (b) the Trust shall issue
its Mortgage Backed Notes (the "Notes"), pursuant to an Indenture, to be dated
as of March 1, 1999 (the "Indenture"), by and between the Trust and the
Indenture Trustee, which Notes will be secured by a pledge of the assets of the
Trust.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. (a) Whenever used herein, the following
words and phrases, unless the context otherwise requires, shall have the
meanings specified in this Article I:
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Prospectus" means the Prospectus dated March 23, 1999 relating to the
offering by the Depositor from time to time of its Mortgage Backed Notes
(Issuable in Series) in the form in which it was or will be filed with the
Commission pursuant to Rule 424(b) under the Securities Act with respect to the
offer and sale of the Notes.
"Prospectus Supplement" means the Prospectus Supplement dated March 24,
1999, relating to the offering of the Notes in the form in which it was or will
be filed with the Commission pursuant to Rule 424(b) under the Securities Act
with respect to the offer and sale of the Notes.
"Registration Statement" means that certain registration statement on
Form S-3, as amended (Registration No. 333-74859) relating to the offering by
the Depositor from time to time of its Mortgage Backed Notes (Issuable in
Series) as heretofore declared effective by the Commission.
"Securities Act" means the Securities Act of 1933, as amended.
"Termination Event" means the existence of any one or more of the
following conditions:
(a) a stop order suspending the effectiveness of the
Registration Statement shall have been issued or a proceeding for that
purpose shall have been initiated or threatened by the Commission; or
(b) subsequent to the execution and delivery of this
Agreement, a downgrading, or public notification of a possible change,
without indication of direction, shall have occurred in the rating
afforded any of the debt securities or claims paying ability of any
person providing any form of credit enhancement for any of the Notes,
by any "nationally recognized statistical rating organization," as that
term is defined by the Commission for purposes of Rule 436(g)(2) under
the Securities Act; or
(c) subsequent to the execution and delivery of this
Agreement, there shall have occurred an adverse change in the
condition, financial or otherwise, earnings, affairs, regulatory
situation or business prospects of the Note Insurer or the Unaffiliated
Seller reasonably determined by the Depositor to be material; or
(d) subsequent to the date of this Agreement there shall have
occurred any of the following: (i) a suspension or material limitation
in trading in securities substantially similar to the Notes; (ii) a
general moratorium on commercial banking activities in the State of New
York declared by either Federal or New York State authorities; or (iii)
the engagement by the United States in hostilities, or the escalation
of such hostilities, or any calamity or crisis, if the effect of any
such event specified in this clause (iii) in the reasonable judgment of
the Depositor makes it impracticable or inadvisable to proceed with the
public offering or the delivery of the Notes on the terms and in the
manner contemplated in the Prospectus Supplement.
(b) Capitalized terms used herein that are not otherwise defined shall
have the respective meanings ascribed thereto in Appendix I to the Indenture.
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ARTICLE II
PURCHASE, SALE AND CONVEYANCE OF MORTGAGE LOANS
Section 2.01 Agreement to Purchase the Initial Mortgage Loans. (a)
Subject to the terms and conditions of this Agreement, the Originators agree to
sell, and the Unaffiliated Seller agrees to purchase on the Closing Date and
immediately subsequent thereto, the Unaffiliated Seller agrees to sell, and the
Depositor agrees to purchase, the Mortgage Loans having the Cut-Off Date
Aggregate Principal Balance or, in accordance with Section 2.08 hereof, such
other balance as is evidenced by the actual Cut-Off Date Aggregate Principal
Balance of the Mortgage Loans accepted by the Depositor on the Closing Date and
listed in the Mortgage Loan Schedule.
(b) Subject to Section 2.08 hereof, the Depositor and the Unaffiliated
Seller have agreed upon which of the Unaffiliated Seller's Mortgage Loans are to
be purchased by the Depositor on the Closing Date pursuant to this Agreement,
and the Unaffiliated Seller has prepared a schedule describing the Mortgage
Loans (the "Mortgage Loan Schedule") setting forth all of the Mortgage Loans to
be purchased under this Agreement, which Mortgage Loan Schedule is attached
hereto as Schedule I. The Mortgage Loan Schedule shall conform to the
requirements of the Depositor and to the definition of "Mortgage Loan Schedule"
in Appendix I to the Indenture.
(c) The closing for the purchase and sale of the Mortgage Loans shall
take place at the offices of Xxxxx Xxxxxxxxxx LLP, New York, New York, at 10:00
a.m., New York time, on the Closing Date, or such other place and time as the
parties shall agree.
Section 2.02 Agreement to Purchase the Subsequent Mortgage Loans.
Subject to the satisfaction of the conditions set forth in Section 2.14(b) of
the Indenture, (i) in consideration of the Unaffiliated Seller's delivery on the
related Subsequent Transfer Dates to or upon the order of the Originators of all
or a portion of the balance of funds on deposit in the Pre-Funding Accounts, the
Originators shall on any Subsequent Transfer Date sell, transfer, assign, set
over and convey to the Unaffiliated Seller, without recourse, but subject to the
terms and provisions of this Agreement, all of the right, title and interest of
the Originators in and to the Subsequent Mortgage Loans, including all principal
of, and all interest due on, such Subsequent Mortgage Loans, and all other
assets included or to be included in the Trust Estate and (ii) in consideration
of the Depositor's delivery on the related Subsequent Transfer Dates to or upon
the order of the Unaffiliated Seller of all or a portion of the balance of funds
on deposit in the Pre-Funding Accounts, the Unaffiliated Seller shall on any
Subsequent Transfer Date sell, transfer, assign, set over and convey to the
Depositor, without recourse, but subject to the terms and provisions of this
Agreement, all of the right, title and interest of the Unaffiliated Seller in
and to the Subsequent Mortgage Loans, including all principal of, and all
interest due on, such Subsequent Mortgage Loans, and all other assets included
or to be included in the Trust Estate.
The amount released from a Pre-Funding Account with respect to a
transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred
percent (100%) of the Aggregate Principal Balance of such Subsequent Mortgage
Loans so transferred, as of the related Subsequent Cut-Off Date.
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The obligation of the Depositor to purchase a Subsequent Mortgage Loan
on any Subsequent Transfer Date is subject to the satisfaction of the
requirements set forth in Section 2.14(b) of the Indenture.
Section 2.03 Purchase Price. (a) On the Closing Date, as consideration
for the Originators' sale of the Initial Mortgage Loans to the Unaffiliated
Seller, the Unaffiliated Seller will deliver to the Originators an amount in
cash equal to the sum of (A) 99.65%, and 99.65% of the Original Note Principal
Balance as of the Closing Date of the Class A-1 Notes and Class A-2 Notes,
respectively, plus (B) accrued interest on the Original Note Principal Balance
of the Class A-1 Notes and Class A-2 Notes at the rate of 6.545% per annum and
6.580% per annum, respectively, from (and including) March 1, 1999 to (but not
including) March 30, 1999, minus (C) the Original Pre-Funded Amount and the
Original Capitalized Interest Amount for each class of Notes, payable by wire
transfer of same day funds.
On the Closing Date, as full consideration for the Unaffiliated
Seller's sale of the Initial Mortgage Loans to the Depositor, the Depositor will
deliver to, or at the direction of, the Unaffiliated Seller (i) an amount in
cash equal to the sum of (A) 99.65 and 99.65% of the Original Note Principal
Balance as of the Closing Date of the Class A-1 Notes and Class A-2 Notes,
respectively, plus (B) accrued interest on the Original Note Principal Balance
of the Class A-1 Notes and Class A-2 Notes at the rate of 6.545% per annum and
6.580% per annum, respectively, from (and including) March 1, 1999 to (but not
including) March 30, 1999, minus (C) the Original Pre-Funded Amount and the
Original Capitalized Interest Amount for each class of Notes, payable by wire
transfer of same day funds, and (ii) the Trust Certificates to be issued
pursuant to the Trust Agreement.
(b) On each Subsequent Transfer Date, as full consideration for the
Originators' sale of the Subsequent Mortgage Loans to the Unaffiliated Seller
and the Unaffiliated Seller's sale of the Subsequent Mortgage Loans to the
Depositor, the Depositor will deliver to the Unaffiliated Seller and the
Unaffiliated Seller will deliver to the Originators an amount in cash equal to
the sum of 100% of the Aggregate Principal Balance of the Subsequent Mortgage
Loans of the related Pool as of the related Subsequent Cut-Off Date.
Section 2.04 Conveyance of Mortgage Loans; Possession of Mortgage
Files. (a) On the Closing Date and on each Subsequent Transfer Date, the
Originators shall sell, transfer, assign, set over and convey to the
Unaffiliated Seller, without recourse, but subject to the terms of this
Agreement, all right, title and interest in and to the applicable Mortgage
Loans, including all principal outstanding as of, and all interest due after,
the related Cut-Off Date, the Insurance Policies relating to each such Mortgage
Loan and all right, title and interest in and to the proceeds of such Insurance
Policies and all of its rights under this Agreement with respect to the Mortgage
Loans from and after the related Cut-Off Date or the Subsequent Cut-Off Date, as
applicable, and the Unaffiliated Seller shall sell, transfer, assign, set over
and convey to the Depositor, without recourse, but subject to the terms of this
Agreement, all right, title and interest in and to the applicable Mortgage
Loans, including all principal outstanding as of, and all interest due after,
the related Cut-Off Date, the Insurance Policies relating to each such Mortgage
Loan, all right, title and interest in and to the proceeds of such Insurance
Policies and all of its rights under this Agreement with respect to the Mortgage
Loans from and after the related Cut-Off Date or the Subsequent Cut-Off Date, as
applicable. Upon payment of the purchase price for
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such Mortgage Loans as provided in Section 2.03 of this Agreement, the
Originators and the Unaffiliated Seller shall have hereby, and shall be deemed
to have, sold, transferred, assigned, set over and conveyed to the Depositor
such Mortgage Loans, the Insurance Policies relating to each such Mortgage Loan,
all right, title and interest in and to the proceeds of such Insurance Policies
and all of its rights under this Agreement with respect to the Mortgage Loans
from and after the related Cut-Off Date or the Subsequent Cut-Off Date, as
applicable.
(b) Upon the sale of such Mortgage Loans, the ownership of each related
Mortgage Note, each related Mortgage and the contents of the related Mortgage
File shall immediately vest in the Depositor and the ownership of all related
records and documents with respect to each Mortgage Loan prepared by or which
come into the possession of the Originators or the Unaffiliated Seller shall
immediately vest in the Depositor. The contents of any Indenture Trustee's
Mortgage File in the possession of the Originators or the Unaffiliated Seller at
any time after such sale, and any principal collected and interest due on the
Mortgage Loans after the related Cut-Off Date and received by the Originators or
the Unaffiliated Seller, shall be held in trust by the Originators or the
Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and
shall be promptly delivered by the Originators or the Unaffiliated Seller to or
upon the order of the Depositor.
(c) Pursuant to the Sale and Servicing Agreement, the Depositor shall,
on the Closing Date, assign all of its right, title and interest in and to the
Initial Mortgage Loans to the Trust. Pursuant to the Indenture, the Trust shall,
on the Closing Date, pledge all of its right, title and interest in and to the
Initial Mortgage Loans to the Indenture Trustee, for the benefit of the
Noteholders and the Note Insurer.
Section 2.05 Delivery of Mortgage Loan Documents. (a) On or prior to
the Closing Date or Subsequent Transfer Date, as applicable, the related
Originator shall deliver to the Unaffiliated Seller, and the Unaffiliated Seller
shall deliver to the Collateral Agent, on behalf of the Indenture Trustee (as
pledgee of the Trust pursuant to the Indenture, the Trust being the assignee of
the Depositor pursuant to the Sale and Servicing Agreement), each of the
documents for each applicable Mortgage Loan in accordance with the provisions of
Section 2.05 of the Sale and Servicing Agreement.
(b) As promptly as practicable, but in any event within thirty (30)
days from the Closing Date or the Subsequent Transfer Date, as applicable, the
Unaffiliated Seller shall promptly submit, or cause to be submitted by the
related Originator, for recording in the appropriate public office for real
property records, each assignment referred to in Section 2.05(a)(iv) of the Sale
and Servicing Agreement. The Collateral Agent, on behalf of the Indenture
Trustee, shall be required to retain a copy of each assignment submitted for
recording. In the event that any such assignment is lost or returned unrecorded
because of a defect therein, the Unaffiliated Seller or such Originator shall
promptly prepare a substitute assignment or cure such defect, as the case may
be, and thereafter the Unaffiliated Seller or such Originator shall submit each
such assignment for recording.
(c) The Unaffiliated Seller or the related Originator shall, within
five (5) Business Days after the receipt thereof, deliver or cause to be
delivered to the Collateral Agent, on behalf of the Indenture Trustee (as
pledgee of the Trust pursuant to the Indenture, the Trust
5
being the assignee of the Depositor pursuant to the Sale and Servicing
Agreement): (i) the original recorded Mortgage and related power of attorney, if
any, in those instances where a copy thereof certified by the related Originator
was delivered to the Collateral Agent, on behalf of the Indenture Trustee,
pursuant to Section 2.05 of the Sale and Servicing Agreement; (ii) the original
recorded assignment of Mortgage from the related Originator to the Indenture
Trustee, which, together with any intervening assignments of Mortgage, evidences
a complete chain of assignment from the originator of the Mortgage Loan to the
Indenture Trustee in those instances where copies of such assignments certified
by the related Originator were delivered to the Collateral Agent, on behalf of
the Indenture Trustee, pursuant to Section 2.05 of the Sale and Servicing
Agreement; and (iii) the title insurance policy or title opinion required in
Section 2.05(a)(vi) of the Sale and Servicing Agreement.
Notwithstanding anything to the contrary contained in this Section
2.05, in those instances where the public recording office retains the original
Mortgage, power of attorney, if any, assignment or assignment of Mortgage after
it has been recorded or such original has been lost, the Unaffiliated Seller or
the related Originator shall be deemed to have satisfied its obligations
hereunder upon delivery to the Collateral Agent, on behalf of the Indenture
Trustee, of a copy of such Mortgage, power of attorney, if any, assignment or
assignment of Mortgage certified by the public recording office to be a true
copy of the recorded original thereof.
From time to time the Unaffiliated Seller or the related Originator may
forward or cause to be forwarded to the Collateral Agent, on behalf of the
Indenture Trustee, additional original documents evidencing an assumption or
modification of a Mortgage Loan.
(d) All original documents relating to the Mortgage Loans that are not
delivered to the Collateral Agent, on behalf of the Indenture Trustee, as
permitted by Section 2.05(a) hereof are and shall be held by the Servicer, the
Unaffiliated Seller or the related Originator in trust for the benefit of the
Indenture Trustee, on behalf of the Noteholders and the Note Insurer. In the
event that any such original document is required pursuant to the terms of this
Section 2.05 to be a part of an Indenture Trustee's Mortgage File, such document
shall be delivered promptly to the Collateral Agent, on behalf of the Indenture
Trustee. From and after the sale of the Mortgage Loans to the Depositor pursuant
hereto, to the extent that the Unaffiliated Seller or the related Originator
retains legal title of record to any Mortgage Loans prior to the vesting of
legal title in the Indenture Trustee, such title shall be retained in trust for
the Trust as the owner of the Mortgage Loans, as the Depositor's assignee, and
the Indenture Trustee, as the Trust's pledgee.
Section 2.06 Acceptance of Mortgage Loans. (a) To evidence the transfer
of the Mortgage Loans and related Mortgage Files to the Collateral Agent, on
behalf of the Indenture Trustee, the Collateral Agent shall deliver the
acknowledgement of receipt, the Initial Certification and the Final
Certification required to be delivered pursuant to Section 2.06(b) of the Sale
and Servicing Agreement.
(b) The Sale and Servicing Agreement provides that, if the Collateral
Agent during the process of reviewing the Indenture Trustee's Mortgage Files,
finds any document constituting a part of a Indenture Trustee's Mortgage File
which is not executed, has not been received, is unrelated to the Mortgage Loan
identified in the Mortgage Loan Schedule, or does
6
not conform to the requirements of Section 2.05 of the Sale and Servicing
Agreement or the description thereof as set forth in the Mortgage Loan Schedule,
the Collateral Agent shall promptly so notify the Servicer, the Unaffiliated
Seller, the Indenture Trustee, the related Originator and the Note Insurer. The
Unaffiliated Seller and the Originators agrees that in performing any such
review, the Collateral Agent may conclusively rely on the Unaffiliated Seller
and the Originators as to the purported genuineness of any such document and any
signature thereon. Each of the Originators and the Unaffiliated Seller agrees to
use reasonable efforts to remedy a material defect in a document constituting
part of an Indenture Trustee's Mortgage File of which it is notified. If,
however, within sixty (60) days after such notice neither the Unaffiliated
Seller nor any Originator has remedied the defect and the defect materially and
adversely affects the interest of the Noteholders in the related Mortgage Loan
or the interests of the Note Insurer, then the Unaffiliated Seller and the
Originators shall be obligated to either substitute in lieu of such Mortgage
Loan a Qualified Substitute Mortgage Loan or purchase such Mortgage Loan in the
manner and subject to the conditions set forth in Section 3.05 hereof.
(c) The failure of the Collateral Agent, the Indenture Trustee or the
Note Insurer to give any notice contemplated herein within the time periods
specified above shall not affect or relieve the Unaffiliated Seller's or the
Originators obligation to repurchase for any Mortgage Loan pursuant to this
Section 2.06 or Section 3.05 of this Agreement.
Section 2.07 Transfer of Mortgage Loans; Assignment of Agreement. The
Originators and the Unaffiliated Seller each hereby acknowledges and agrees that
the Depositor or the Trust may assign its interest under this Agreement to the
Indenture Trustee as may be required to effect the purposes of the Indenture and
the Sale and Servicing Agreement, without further notice to, or consent of, the
Unaffiliated Seller or the Originators, and the Indenture Trustee shall succeed
to such of the rights and obligations of the Depositor and the Trust hereunder
as shall be so assigned. The Depositor shall, pursuant to the Sale and Servicing
Agreement, assign all of its right, title and interest in and to the Mortgage
Loans and its right to exercise the remedies created by Sections 2.06 and 3.05
hereof for breaches of the representations, warranties, agreements and covenants
of the Unaffiliated Seller or the Originators contained in Sections 2.05, 2.06,
3.02 and 3.03 hereof to the Trust, and the Trust shall, pursuant to the
Indenture, pledge such right, title and interest to the Indenture Trustee, for
the benefit of the Noteholders and the Note Insurer. Each of the Originators and
the Unaffiliated Seller agrees that, upon such assignment to the Trust and
pledge to the Indenture Trustee, such representations, warranties, agreements
and covenants will run to and be for the benefit of the Indenture Trustee and
the Indenture Trustee may enforce, without joinder of the Depositor or the
Trust, the repurchase obligations of the Unaffiliated Seller and the Originators
set forth herein with respect to breaches of such representations, warranties,
agreements and covenants.
Section 2.08 Examination of Mortgage Files. Prior to the Closing Date
and each Subsequent Transfer Date, as applicable, the Unaffiliated Seller shall
make the Mortgage Files available to the Depositor or its designee for
examination at the Unaffiliated Seller's offices or at such other place as the
Unaffiliated Seller shall reasonably specify. Such examination may be made by
the Depositor or its designee at any time on or before the Closing Date or
Subsequent Transfer Date, as the case may be. If the Depositor or its designee
makes such examination prior to the Closing Date or Subsequent Transfer Date, as
the case may be, and
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identifies any Mortgage Loans that do not conform to the requirements of the
Depositor as described in this Agreement, such Mortgage Loans shall be deleted
from the Mortgage Loan Schedule and may be replaced, prior to the Closing Date
or Subsequent Transfer Date, as the case may be, by substitute Mortgage Loans
acceptable to the Depositor. The Depositor may, at its option and without notice
to the Unaffiliated Seller, purchase all or part of the Mortgage Loans without
conducting any partial or complete examination. The fact that the Depositor, the
Collateral Agent or the Indenture Trustee has conducted or has failed to conduct
any partial or complete examination of the Mortgage Files shall not affect the
rights of the Depositor or the Indenture Trustee to demand repurchase or other
relief as provided in this Agreement.
Section 2.09 Books and Records. The transfer of each Mortgage Loan
shall be reflected on each of the Originators' and the Unaffiliated Seller's
accounting and other records, balance sheet and other financial statements as a
sale of assets by the Originators to the Unaffiliated Seller, by the
Unaffiliated Seller to the Depositor and by the Depositor to the Trust;
provided, that the Unaffiliated Seller's tax returns shall not reflect the
transfer from the Unaffiliated Seller to the Depositor and from the Depositor to
the Trust as a sale of the Mortgage Loans. Each of the Originators and the
Unaffiliated Seller shall be responsible for maintaining, and shall maintain, a
complete set of books and records for each Mortgage Loan which shall be clearly
marked to reflect the ownership of each Mortgage Loan by the Trust, and the
pledge of each Mortgage Loan by the Trust to the Indenture Trustee, for the
benefit of the Noteholders and the Note Insurer.
Section 2.10 Cost of Delivery and Recordation of Documents. The costs
relating to the delivery and recordation of the documents in connection with the
Mortgage Loans as specified in this Article II and in Article II of the Sale and
Servicing Agreement shall be borne by the Unaffiliated Seller or the
Originators.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01 Representations and Warranties as to the Originators. Each
of the Originators hereby represents and warrants to the Unaffiliated Seller and
the Depositor, as of the Closing Date, that:
(a) The Originator is a corporation duly organized, validly
existing and in good standing under the laws of (i) with respect to ABC
and Upland, the State of Pennsylvania, or (ii) with respect to NJMIC,
the State of New Jersey, and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in good
standing in each state where a Mortgaged Property is located if the
laws of such state require licensing or qualification in order to
conduct business of the type conducted by the Originator and to perform
its obligations as the Originator hereunder, and in any event the
Originator is in compliance with the laws of any such state to the
extent necessary to ensure the enforceability of the related Mortgage
Loan; the Originator has the full power and authority, corporate and
otherwise, to execute and deliver this Agreement and to perform in
accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered
8
pursuant to this Agreement) by the Originator and the consummation of
the transactions contemplated hereby have been duly and validly
authorized; this Agreement evidences the valid, binding and enforceable
obligation of the Originator; and all requisite corporate action has
been taken by the Originator to make this Agreement valid and binding
upon the Originator in accordance with its terms;
(b) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery
and performance by the Originator of, or compliance by the Originator
with, this Agreement or the sale of the Mortgage Loans pursuant to the
terms of this Agreement or the consummation of the transactions
contemplated by this Agreement, or if required, such approval has been
obtained prior to the Closing Date;
(c) Neither the execution and delivery of this Agreement, the
acquisition nor origination of the Mortgage Loans by the Originator or
the transactions contemplated hereby, nor the fulfillment of or
compliance with the terms and conditions of this Agreement, has or will
conflict with or result in a breach of any of the terms, conditions or
provisions of the Originator's charter or by-laws or any legal
restriction or any agreement or instrument to which the Originator is
now a party or by which it is bound or to which its property is
subject, 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 Originator or its
property is subject, or impair the ability of the Indenture Trustee (or
the Servicer as the agent of the Indenture Trustee) to realize on the
Mortgage Loans, or impair the value of the Mortgage Loans;
(d) Neither this Agreement nor the information contained in
the Prospectus Supplement (other than the information under the caption
"Underwriting") nor any statement, report or other document prepared by
the Originator and furnished or to be furnished pursuant to this
Agreement or in connection with the transactions contemplated hereby
contains any untrue statement or alleged untrue statement of any
material fact or omits to state a material fact necessary to make the
statements contained herein or therein, in light of the circumstances
under which they were made, not misleading;
(e) There is no action, suit, proceeding or investigation
pending or, to the knowledge of the Originator, threatened before a
court, administrative agency or government tribunal against the
Originator which, either in any one instance or in the aggregate, may
result in any material adverse change in the business, operations,
financial condition, properties or assets of the Originator, or in any
material impairment of the right or ability of the Originator to carry
on its business substantially as now conducted, or in any material
liability on the part of the Originator, or which would draw into
question the validity of this Agreement, the Mortgage Loans, or of any
action taken or to be taken in connection with the obligations of the
Originator contemplated herein, or which would impair materially the
ability of the Originator to perform under the terms of this Agreement
or that will prohibit its entering into this Agreement or the
consummation of any of the transactions contemplated hereby;
9
(f) The Originator is not in violation of or in default with
respect to, and the execution and delivery of this Agreement by the
Originator and its performance of and compliance with the terms hereof
will not constitute a violation or default with respect to, any order
or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which violation or
default might have consequences that would materially and adversely
affect the condition (financial or other) or operations of the
Originator or its properties or might have consequences that would
materially and adversely affect its performance hereunder or under any
subservicing agreement;
(g) Upon the receipt of each Mortgage File by the Depositor
(or its assignee) under this Agreement, the Depositor (or its assignee)
will have good title to each related Mortgage Loan and such other items
comprising the corpus of the Trust Estate free and clear of any lien
created by the Originator (other than liens which will be
simultaneously released);
(h) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Originator, and
the transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages by the Originator pursuant to this Agreement are not subject
to the bulk transfer or any similar statutory provisions in effect in
any applicable jurisdiction;
(i) With respect to any Mortgage Loan purchased by the
Originator, the Originator acquired title to the Mortgage Loan in good
faith, without notice of any adverse claim;
(j) The Originator does not believe, nor does it have any
reason or cause to believe, that it cannot perform each and every
covenant contained in this Agreement. The Originator is solvent and the
sale of the Mortgage Loans by the Originator pursuant to the terms of
this Agreement will not cause the Originator to become insolvent. The
sale of the Mortgage Loans by the Originator pursuant to the terms of
this Agreement was not undertaken with the intent to hinder, delay or
defraud any of the Originator's creditors;
(k) The Mortgage Loans are not intentionally selected in a
manner so as to affect adversely the interests of the Depositor or of
any transferee of the Depositor (including the Trust and the Indenture
Trustee);
(l) The Originator has determined that it will treat the
disposition of the Mortgage Loans pursuant to this Agreement as a sale
for accounting and tax purposes;
(m) The Originator has not dealt with any broker or agent or
anyone else that may be entitled to any commission or compensation in
connection with the sale of the Mortgage Loans to the Depositor other
than to the Depositor or an affiliate thereof; and
(n) The consideration received by the Originator upon the sale
of the Mortgage Loans under this Agreement constitutes fair
consideration and reasonably equivalent value for the Mortgage Loans.
10
Section 3.02 Representations and Warranties as to the Unaffiliated
Seller. The Unaffiliated Seller hereby represents and warrants to the Depositor,
as of the Closing Date, that:
(a) The Unaffiliated Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware and has all licenses necessary to carry on its business as now
being conducted and is licensed, qualified and in good standing in each
state where a Mortgaged Property is located if the laws of such state
require licensing or qualification in order to conduct business of the
type conducted by the Unaffiliated Seller and to perform its
obligations as the Unaffiliated Seller hereunder, and in any event the
Unaffiliated Seller is in compliance with the laws of any such state to
the extent necessary to ensure the enforceability of the related
Mortgage Loan; the Unaffiliated Seller has the full power and
authority, corporate and otherwise, to execute and deliver this
Agreement and to perform in accordance herewith; the execution,
delivery and performance of this Agreement (including all instruments
of transfer to be delivered pursuant to this Agreement) by the
Unaffiliated Seller and the consummation of the transactions
contemplated hereby have been duly and validly authorized; this
Agreement evidences the valid, binding and enforceable obligation of
the Unaffiliated Seller; and all requisite corporate action has been
taken by the Unaffiliated Seller to make this Agreement valid and
binding upon the Unaffiliated Seller in accordance with its terms;
(b) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery
and performance by the Unaffiliated Seller of or compliance by the
Unaffiliated Seller with this Agreement or the sale of the Mortgage
Loans pursuant to the terms of this Agreement or the consummation of
the transactions contemplated by this Agreement, or if required, such
approval has been obtained prior to the Closing Date;
(c) Neither the execution and delivery of this Agreement, the
acquisition nor origination of the Mortgage Loans by the Unaffiliated
Seller nor the transactions contemplated hereby, nor the fulfillment of
or compliance with the terms and conditions of this Agreement, has or
will conflict with or result in a breach of any of the terms,
conditions or provisions of the Unaffiliated Seller's charter or
by-laws or any legal restriction or any agreement or instrument to
which the Unaffiliated Seller is now a party or by which it is bound or
to which its property is subject, 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
Unaffiliated Seller or its property is subject, or impair the ability
of the Indenture Trustee (or the Servicer as the agent of the Indenture
Trustee) to realize on the Mortgage Loans, or impair the value of the
Mortgage Loans;
(d) Neither this Agreement nor the information contained in
the Prospectus Supplement (other than the information under the caption
"Underwriting") nor any statement, report or other document prepared by
the Unaffiliated Seller and furnished or to be furnished pursuant to
this Agreement or in connection with the transactions contemplated
hereby contains any untrue statement or alleged untrue statement of any
material fact or omits to state a material fact necessary to make the
statements contained
11
herein or therein, in light of the circumstances under which they were
made, not misleading;
(e) There is no action, suit, proceeding or investigation
pending nor, to the knowledge of the Unaffiliated Seller, threatened
before a court, administrative agency or government tribunal against
the Unaffiliated Seller which, either in any one instance or in the
aggregate, may result in any material adverse change in the business,
operations, financial condition, properties or assets of the
Unaffiliated Seller, or in any material impairment of the right or
ability of the Unaffiliated Seller to carry on its business
substantially as now conducted, or in any material liability on the
part of the Unaffiliated Seller, or which would draw into question the
validity of this Agreement, the Mortgage Loans, or of any action taken
or to be taken in connection with the obligations of the Unaffiliated
Seller contemplated herein, or which would impair materially the
ability of the Unaffiliated Seller to perform under the terms of this
Agreement or that will prohibit its entering into this Agreement or the
consummation of any of the transactions contemplated hereby;
(f) The Unaffiliated Seller is not in violation of or in
default with respect to, and the execution and delivery of this
Agreement by the Unaffiliated Seller and its performance of and
compliance with the terms hereof will not constitute a violation or
default with respect to, any order or decree of any court or any order,
regulation or demand of any federal, state, municipal or governmental
agency, which violation or default might have consequences that would
materially and adversely affect the condition (financial or other) or
operations of the Unaffiliated Seller or its properties or might have
consequences that would materially and adversely affect its performance
hereunder or under any subservicing agreement;
(g) Upon the receipt of each Mortgage File by the Depositor
(or its assignee) under this Agreement, the Depositor (or its assignee)
will have good title to each related Mortgage Loan and such other items
comprising the corpus of the Trust Estate free and clear of any lien
created by the Unaffiliated Seller (other than liens which will be
simultaneously released);
(h) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Unaffiliated
Seller, and the transfer, assignment and conveyance of the Mortgage
Notes and the Mortgages by the Unaffiliated Seller pursuant to this
Agreement are not subject to the bulk transfer or any similar statutory
provisions in effect in any applicable jurisdiction;
(i) With respect to any Mortgage Loan purchased by the
Unaffiliated Seller, the Unaffiliated Seller acquired title to the
Mortgage Loan in good faith, without notice of any adverse claim;
(j) The Unaffiliated Seller does not believe, nor does it have
any reason or cause to believe, that it cannot perform each and every
covenant contained in this Agreement. The Unaffiliated Seller is
solvent and the sale of the Mortgage Loans by the Unaffiliated Seller
pursuant to the terms of this Agreement will not cause the Unaffiliated
12
Seller to become insolvent. The sale of the Mortgage Loans by the
Unaffiliated Seller pursuant to the terms of this Agreement was not
undertaken with the intent to hinder, delay or defraud any of the
Unaffiliated Seller's creditors;
(k) The Mortgage Loans are not intentionally selected in a
manner so as to affect adversely the interests of the Depositor or of
any transferee of the Depositor (including the Trust and the Indenture
Trustee);
(l) The Unaffiliated Seller has determined that it will treat
the disposition of the Mortgage Loans pursuant to this Agreement as a
sale for accounting purposes;
(m) The Unaffiliated Seller has not dealt with any broker or
agent or anyone else that may be entitled to any commission or
compensation in connection with the sale of the Mortgage Loans to the
Depositor other than to the Depositor or an affiliate thereof; and
(n) The consideration received by the Unaffiliated Seller upon
the sale of the Mortgage Loans under this Agreement constitutes fair
consideration and reasonably equivalent value for the Mortgage Loans.
Section 3.03 Representations and Warranties Relating to the Mortgage
Loans. The Originators represent and warrant to the Unaffiliated Seller and the
Unaffiliated Seller represents to the Depositor that, as of the Closing Date, as
to each Initial Mortgage Loan, and as of the Subsequent Transfer Date, as to
each Subsequent Mortgage Loan, immediately prior to the sale and transfer of
such Mortgage Loan by the Unaffiliated Seller to the Depositor:
(a) The information set forth in each Mortgage Loan Schedule
is complete, true and correct;
(b) The information to be provided by the Unaffiliated Seller
or the Originators, directly or indirectly, to the Depositor in
connection with a Subsequent Mortgage Loan will be true and correct in
all material respects at the date or dates respecting which such
information is furnished;
(c) Each Mortgage is a valid first or second lien on a fee
simple (or its equivalent under applicable state law) estate in the
real property securing the amount owed by the Mortgagor under the
Mortgage Note subject only to (i) the lien of current real property
taxes and assessments which are not delinquent, (ii) with respect to
any Mortgage Loan identified on the Mortgage Loan Schedule as secured
by a second lien, the related first mortgage loan, (iii) covenants,
conditions and restrictions, rights of way, easements and other matters
of public record as of the date of recording of such Mortgage, such
exceptions appearing of record being acceptable to mortgage lending
institutions generally in the area wherein the property subject to the
Mortgage is located or specifically reflected in the appraisal obtained
in connection with the origination of the related Mortgage Loan
obtained by the Unaffiliated Seller and (iv) 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 such
Mortgage;
13
(d) Immediately prior to the transfer and assignment by the
related Originator to the Unaffiliated Seller and by the Unaffiliated
Seller to the Depositor, the Unaffiliated Seller or such Originator, as
applicable, had good title to, and was the sole owner of each Mortgage
Loan, free of any interest of any other Person, and the Unaffiliated
Seller or such Originator has transferred all right, title and interest
in each Mortgage Loan to the Depositor or the Unaffiliated Seller, as
applicable;
(e) As of the applicable Cut-Off Date, no payment of principal
or interest on or in respect of any Mortgage Loan remains unpaid for
thirty (30) or more days past the date the same was due in accordance
with the related Mortgage Note without regard to applicable grace
periods;
(f) As of the Initial Cut-Off Date, no Mortgage Loan has a
Mortgage Interest Rate less than 8.24% per annum in Pool I and 7.50%
per annum in Pool II and the weighted average Mortgage Interest Rate of
the Mortgage Loans is 11.04% in Pool I and 11.49% in Pool II;
(g) At origination, no Mortgage Loan in Pool I or Pool II had
an original term to maturity of greater than 360 months;
(h) As of the Initial Cut-Off Date, the weighted average
remaining term to maturity of the Mortgage Loans is 266 months for the
Mortgage Loans in Pool I and 244 months for the Mortgage Loans in Pool
II;
(i) To the best knowledge of the Unaffiliated Seller and each
of the Originators, there is no mechanics' lien or claim for work,
labor or material (and no rights are outstanding that under law could
give rise to such lien) affecting the premises subject to any Mortgage
which is or may be a lien prior to, or equal or coordinate with, the
lien of such Mortgage, except those which are insured against by the
title insurance policy referred to in (ff) below;
(j) To the best knowledge of the Unaffiliated Seller and each
of the Originators, there is no delinquent tax or assessment lien
against any Mortgaged Property;
(k) Such Mortgage Loan, the Mortgage, and the Mortgage Note,
including, without limitation, the obligation of the Mortgagor to pay
the unpaid principal of and interest on the Mortgage Note, are each not
subject to any right of rescission (or any such rescission right has
expired in accordance with applicable law), set-off, counterclaim, or
defense, including the defense of usury, nor will the operation of any
of the terms of the Mortgage Note or the Mortgage, or the exercise of
any right thereunder, render either the Mortgage Note or the Mortgage
unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim, or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim, or
defense has been asserted with respect thereto;
(l) To the best knowledge of the Unaffiliated Seller and each
of the Originators, the Mortgaged Property is free of material damage
and is in good repair, and
14
there is no pending or threatened proceeding for the total or partial
condemnation of the Mortgaged Property;
(m) Neither the Originators nor the Unaffiliated Seller has
received a notice of default of any first mortgage loan secured by the
Mortgaged Property which has not been cured by a party other than the
Unaffiliated Seller;
(n) Each Mortgage Note and Mortgage are in substantially the
forms previously provided to the Depositor and the Indenture Trustee on
behalf of the Unaffiliated Seller;
(o) No Mortgage Loan had, at the date of origination, a CLTV
in excess of 100%, and the weighted average CLTV of all Mortgage
Loans as of the Initial Cut-Off Date is approximately 78.98% in Pool
I and 73.43% in Pool II;
(p) The Mortgage Loan was not originated in a program in which
the amount of documentation in the underwriting process was limited in
comparison to the originator's normal documentation requirements;
(q) No more than the following percentages of the Mortgage
Loans by Cut-Off Date Aggregate Principal Balance are secured by
Mortgaged Properties located in the following states:
Pool I
---------------------------------------------------------------------
Percentage of Cut-Off Date
Aggregate
State Principal Balance
------------------------------- ------------------------------
California 0.12%
Connecticut 1.62
Delaware 2.45
Florida 7.65
Georgia 7.49
Illinois 4.50
Indiana 0.05
Kentucky 0.16
Maine 0.05
Maryland 2.42
Michigan 0.02
Mississippi 0.52
New Jersey 29.78
New York 23.88
North Carolina 1.20
Ohio 1.80
Pennsylvania 14.10
South Carolina 0.17
Tennessee 0.24
Virginia 1.51
West Virginia 0.24
----------------------
100.00%
======================
15
Pool II
---------------------------------------------------------------------
Percentage of Cut-Off Date
Aggregate
State Principal Balance
------------------------------- ------------------------------
Arizona 0.08
Colorado 0.09
Connecticut 2.45
Delaware 1.88
Florida 9.19
Georgia 10.37
Illinois 5.43
Indiana 0.47
Kentucky 0.41
Maryland 1.70
Michigan 0.13
Mississippi 0.80
Missouri 0.06
Nebraska 0.37
New Jersey 20.78
New York 17.73
North Carolina 1.75
Ohio 1.98
Pennsylvania 21.11
South Carolina 0.45
Tennessee 0.50
Vermont 0.07
Virginia 1.87
West Virginia 0.33
----------------------
100.00%
======================
(r) The Mortgage Loans were not selected by the Unaffiliated
Seller or the Originators for sale hereunder or inclusion in the Trust
Estate on any basis adverse to the Trust Estate relative to the
portfolio of similar mortgage loans of the Unaffiliated Seller or the
Originators;
(s) None of the Mortgage Loans constitutes a lien on leasehold
interests;
(t) Each Mortgage contains customary and enforceable
provisions which render the rights and remedies of the holder thereof
adequate for the realization against the related Mortgaged Property of
the benefits of the security including (A) in the case of a Mortgage
designated as a deed of trust, by trustee's sale and (B) otherwise by
judicial foreclosure. To the best of the Unaffiliated Seller's and the
Originators' knowledge, there is no homestead or other exemption
available to the related Mortgagor which would materially interfere
with the right to sell the related Mortgaged Property at a trustee's
sale or the right to foreclose the related Mortgage. The Mortgage
contains customary and enforceable provisions for the acceleration of
the payment of the Principal Balance of such Mortgage Loan in the event
all or any part of the related Mortgaged Property is sold or otherwise
transferred without the prior written consent of the holder thereof;
(u) The proceeds of such Mortgage Loan have been fully
disbursed, including reserves set aside by the Unaffiliated Seller or
the Originators, there is no requirement for, and neither the
Unaffiliated Seller nor the Originators shall make any, future advances
thereunder. Any future advances made prior to the applicable Cut-Off
Date have been consolidated with the principal balance secured by the
Mortgage, and such
16
principal balance, as consolidated, bears a single interest rate and
single repayment term reflected on the applicable Mortgage Loan
Schedule. The Principal Balance as of the applicable Cut-Off Date does
not exceed the original principal amount of such Mortgage Loan. Except
with respect to no more than $150,000 of escrow funds, any and all
requirements as to completion of any on-site or off-site improvements
and as to disbursements of any escrow funds therefor have been complied
with. All costs, fees, and expenses incurred in making, or recording
such Mortgage Loan have been paid;
(v) All Mortgage Loans were originated in compliance with the
Originators' Underwriting Guidelines;
(w) The terms of the Mortgage and the Mortgage Note have not
been impaired, waived, altered, or modified in any respect, except by a
written instrument which has been recorded, if necessary, to protect
the interest of the Indenture Trustee and which has been delivered to
the Collateral Agent, on behalf of the Indenture Trustee. The substance
of any such alteration or modification is or as to Subsequent Mortgage
Loans will be reflected on the applicable Mortgage Loan Schedule and,
to the extent necessary, has been or will be approved by (i) the
insurer under the applicable mortgage title insurance policy, and (ii)
the insurer under any other insurance policy required hereunder for
such Mortgage Loan where such insurance policy requires approval and
the failure to procure approval would impair coverage under such
policy;
(x) No instrument of release, waiver, alteration, or
modification has been executed in connection with such Mortgage Loan,
and no Mortgagor has been released, in whole or in part, except in
connection with an assumption agreement which has been approved by the
insurer under any insurance policy required hereunder for such Mortgage
Loan where such policy requires approval and the failure to procure
approval would impair coverage under such policy, and which is part of
the Mortgage File and has been delivered to the Collateral Agent, on
behalf of the Indenture Trustee, and the terms of which are reflected
in the applicable Mortgage Loan Schedule;
(y) Other than delinquencies described in clause (e) above,
there is no default, breach, violation, or event of acceleration
existing under the Mortgage or the Mortgage Note and no event which,
with the passage of time or with notice and the expiration of any grace
or cure period, would constitute such a default, breach, violation or
event of acceleration, and neither the Originators nor the Unaffiliated
Seller has waived any such default, breach, violation or event of
acceleration. All taxes, governmental assessments (including
assessments payable in future installments), insurance premiums, water,
sewer, and municipal charges, leaseholder payments, or ground rents
which previously became due and owing in respect of or affecting the
related Mortgaged Property have been paid. Neither the Originators nor
the Unaffiliated Seller has advanced funds, or induced, solicited, or
knowingly received any advance of funds by a party other than the
Mortgagor, directly or indirectly, for the payment of any amount
required by the Mortgage or the Mortgage Note;
(z) All of the improvements which were included for the
purposes of determining the Appraised Value of the Mortgaged Property
were completed at the time
17
that such Mortgage Loan was originated and lie wholly within the
boundaries and building restriction lines of such Mortgaged Property.
Except for de minimis encroachments, no improvements on adjoining
properties encroach upon the Mortgaged Property. To the best of the
Unaffiliated Seller's and the Originators' knowledge, no improvement
located on or being part of the Mortgaged Property is in violation of
any applicable zoning law or regulation. All inspections, licenses, and
certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property (including all such improvements
which were included for the purpose of determining such Appraised
Value) and, with respect to the use and occupancy of the same,
including but not limited to certificates of occupancy and fire
underwriters certificates, have been made or obtained from the
appropriate authorities and the Mortgaged Property is lawfully occupied
under applicable law;
(aa) To the best of the Unaffiliated Seller's and the
Originators' knowledge, there do not exist any circumstances or
conditions with respect to the Mortgage, the Mortgaged Property, the
Mortgagor, or the Mortgagor's credit standing that can be reasonably
expected to cause such Mortgage Loan to become delinquent or adversely
affect the value or marketability of such Mortgage Loan, other than any
such circumstances or conditions permitted under the Originator's
Underwriting Guidelines;
(bb) 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) (i)
in compliance with any and all applicable licensing requirements of the
laws of the state wherein the Mortgaged Property is located and (ii)
(A) organized under the laws of such state, (B) qualified to do
business in such state, (C) federal savings and loan associations or
national banks having principal offices in such state, (D) not doing
business in such state, or (E) not required to qualify to do business
in such state;
(cc) The Mortgage Note and the Mortgage are genuine, and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium,
or other similar laws affecting the enforcement of creditors' rights
generally and except that the equitable remedy of specific performance
and other equitable remedies are subject to the discretion of the
courts. All parties to the Mortgage Note and the Mortgage had legal
capacity to execute the Mortgage Note and the Mortgage and convey the
estate therein purported to be conveyed, and the Mortgage Note and the
Mortgage have been duly and properly executed by such parties or
pursuant to a valid power-of-attorney that has been recorded with the
Mortgage;
(dd) The transfer of the Mortgage Note and the Mortgage as and
in the manner contemplated by this Agreement is sufficient either (i)
fully to transfer to the Depositor all right, title, and interest of
the Unaffiliated Seller and the Originators thereto as note holder and
mortgagee or (ii) to grant to the Depositor the security interest
referred to in Section 6.07 hereof. The Mortgage has been duly assigned
and the Mortgage Note has been duly endorsed. The Assignment of
Mortgage delivered to the Collateral Agent, on behalf of the Indenture
Trustee, pursuant to Section 2.04(a)(iv) of the Sale and Servicing
18
Agreement is in recordable form and is acceptable for recording under
the laws of the applicable jurisdiction. The endorsement of the
Mortgage Note, the delivery to the Collateral Agent, on behalf of the
Indenture Trustee, of the endorsed Mortgage Note, and such Assignment
of Mortgage, and the delivery of such Assignment of Mortgage for
recording to, and the due recording of such Assignment of Mortgage in,
the appropriate public recording office in the jurisdiction in which
the Mortgaged Property is located are sufficient to permit the
Indenture Trustee to avail itself of all protection available under
applicable law against the claims of any present or future creditors of
the Unaffiliated Seller and the Originators, and are sufficient to
prevent any other sale, transfer, assignment, pledge, or hypothecation
of the Mortgage Note and Mortgage by the Unaffiliated Seller or the
Originators from being enforceable;
(ee) 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 such Mortgage Loan have
been complied with, and the Servicer shall maintain in its possession,
available for the Indenture Trustee's inspection, and shall deliver to
the Indenture Trustee or its designee upon demand, evidence of
compliance with all such requirements. The consummation of the
transactions contemplated by this Agreement will not cause the
violation of any such laws;
(ff) Such Mortgage Loan is covered by an ALTA mortgage title
insurance policy or such other generally used and acceptable form of
policy, issued by and the valid and binding obligation of a title
insurer qualified to do business in the jurisdiction where the
Mortgaged Property is located, insuring the Unaffiliated Seller, and
its successors and assigns, as to the first or second priority lien, as
applicable, of the Mortgage in the original principal amount of such
Mortgage Loan. The assignment to the Indenture Trustee of the
Unaffiliated Seller's interest in such mortgage title insurance policy
does not require the consent of or notification to the insurer. Such
mortgage title insurance policy is in full force and effect and will be
in full force and effect and inure to the benefit of the Indenture
Trustee upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such mortgage title insurance
policy and none of the Unaffiliated Seller, the Originators nor any
prior holder of the Mortgage has done, by act or omission, anything
which would impair the coverage of such mortgage title insurance
policy;
(gg) All improvements upon the Mortgaged Property are insured
against loss by fire, hazards of extended coverage, and such other
hazards as are customary in the area where the Mortgaged Property is
located pursuant to insurance policies conforming to the requirements
of Section 3.05 hereof. If the Mortgaged Property at origination was
located in an area identified on a flood hazard boundary map or flood
insurance rate map issued by the Federal Emergency Management Agency as
having special flood hazards (and such flood insurance has been made
available), such Mortgaged Property was covered by flood insurance at
origination. Each individual insurance policy is the valid and binding
obligation of the insurer, is in full force and effect, and will be in
full force and effect and inure to the benefit of the Indenture Trustee
upon the consummation of the transactions contemplated by this
Agreement, and contain a standard mortgage clause
19
naming the originator of such Mortgage Loan, and its successors and
assigns, as mortgagee and loss payee. All premiums thereon have been
paid. The Mortgage obligates the Mortgagor to maintain all such
insurance at the Mortgagor's cost and expense, and upon the Mortgagor's
failure to do so, authorizes the holder of the Mortgage to obtain and
maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor, and none of the Unaffiliated
Seller, the related Originator or any prior holder of the Mortgage has
acted or failed to act so as to impair the coverage of any such
insurance policy or the validity, binding effect, and enforceability
thereof;
(hh) If the Mortgage constitutes a deed of trust, a trustee,
duly qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in such Mortgage, as no
fees or expenses are or will become payable by the trustee or the
Noteholders to the Indenture Trustee under the deed of trust, except in
connection with a trustee's sale after default by the Mortgagor;
(ii) The Mortgaged Property consists of one or more parcels of
real property separately assessed for tax purposes. To the extent there
is erected thereon a detached or an attached one-family residence or a
detached two-to six-family dwelling, or an individual condominium unit
in a low-rise condominium, or an individual unit in a planned unit
development, or a commercial property, a mobile home, or a mixed use or
multiple purpose property, such residence, dwelling or unit is not (i)
a unit in a cooperative apartment, (ii) a property constituting part of
a syndication, (iii) a time share unit, (iv) a property held in trust,
(v) a manufactured dwelling, (vi) a log-constructed home, or (vii) a
recreational vehicle;
(jj) There exist no material deficiencies with respect to
escrow deposits and payments, if such are required, for which customary
arrangements for repayment thereof have not been made or which the
Unaffiliated Seller or the related Originator expects not to be cured,
and no escrow deposits or payments of other charges or payments due the
Unaffiliated Seller have been capitalized under the Mortgage or the
Mortgage Note;
(kk) Such Mortgage Loan was not originated at a below market
interest rate. Such Mortgage Loan does not have a shared appreciation
feature, or other contingent interest feature;
(ll) The origination and collection practices used by the
Unaffiliated Seller, the Originators or the Servicer with respect to
such Mortgage Loan have been in all respects legal, proper, prudent,
and customary in the mortgage origination and servicing business;
(mm) The Mortgagor has, to the extent required by applicable
law, executed a statement to the effect that the Mortgagor has received
all disclosure materials, if any, required by applicable law with
respect to the making of fixed-rate mortgage loans. The Servicer shall
maintain or cause to be maintained such statement in the Mortgage File;
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(nn) All amounts received by the Unaffiliated Seller or the
Originators with respect to such Mortgage Loan after the applicable
Cut-Off Date and required to be deposited in the related Distribution
Account have been so deposited in the related Distribution Account and
are, as of the Closing Date, or will be as of the Subsequent Transfer
Date, as applicable, in the related Distribution Account;
(oo) The appraisal report with respect to the Mortgaged
Property contained in the Mortgage File was signed prior to the
approval of the application for such Mortgage Loan by a qualified
appraiser, duly appointed by the originator of such Mortgage Loan, who
had no interest, direct or indirect, in the Mortgaged Property or in
any loan made on the security thereof and whose compensation is not
affected by the approval or disapproval of such application;
(pp) When measured by the Cut-Off Date Aggregate Principal
Balance, the Mortgagors with respect to at least 93.20% of the Mortgage
Loans in Pool I and 86.76% of the Mortgage Loans in Pool II,
represented at the time of origination that the Mortgagor would occupy
the Mortgaged Property as the Mortgagor's primary residence;
(qq) Each of the Originators and the Unaffiliated Seller has
no knowledge with respect to the Mortgaged Property of any governmental
or regulatory action or third party claim made, instituted or
threatened in writing relating to a violation of any applicable
federal, state or local environmental law, statute, ordinance,
regulation, order, decree or standard;
(rr) [Reserved];
(ss) With respect to second lien Mortgage Loans:
(i) the Unaffiliated Seller and the Originators have
no knowledge that the Mortgagor has received notice from the
holder of the prior mortgage that such prior mortgage is in
default,
(ii) no consent from the holder of the prior mortgage
is needed for the creation of the second lien Mortgage or, if
required, has been obtained and is in the related Mortgage
File,
(iii) if the prior mortgage has a negative
amortization, the CLTV was determined using the maximum loan
amount of such prior mortgage,
(iv) the related first mortgage loan encumbering the
related Mortgaged Property does not have a mandatory future
advance provision, and
(v) the Mortgage Loans conform in all material
respects to the description thereof in the Prospectus
Supplement.
(tt) Each of the Originators and the Unaffiliated Seller
further represents and warrants to the Indenture Trustee, the Note
Insurer and the Noteholders that as of the Subsequent Cut-Off Date all
representations and warranties set forth in clauses (a)
21
through (ss) above will be correct in all material respects as to each
Subsequent Mortgage Loan, and the representations so made in this
subsection (tt) as to the following matters will be deemed to be
correct if: (i) each Subsequent Mortgage Loan may not be thirty (30) or
more days contractually delinquent as of the related Subsequent Cut-Off
Date; (ii) the original term to maturity of such Subsequent Mortgage
Loan may not exceed 360 months for Pool I and 360 months for Pool II;
(iii) such Subsequent Mortgage Loan must have a mortgage interest rate
of at least 7.75% for Pool I and 7.00% for Pool II; (iv) the purchase
of the Subsequent Mortgage Loans is consented to by the Note Insurer
and the Rating Agencies, notwithstanding the fact that the Subsequent
Mortgage Loans meet the parameters stated herein; (v) the principal
balance of any such Subsequent Mortgage Loan may not exceed $240,000.00
for Pool I and $340,000.00 for Pool II; (vi) no more than 13.50% for
Pool I and 30.00% for Pool II of the aggregate principal balance of
such Subsequent Mortgage Loans may be Second Liens; (vii) no such
Subsequent Mortgage Loan shall have a CLTV of more than (a) for
consumer purpose loans, 91.75% for Pool I and 90.25% for Pool II, and
(b) for business purpose loans, 75% for Pool I and 78% for Pool II;
(viii) no more than 40% for Pool I and 55% for Pool II of such
Subsequent Mortgage Loans may be Balloon Loans; (ix) no more than 6%
for Pool I and 13% for Pool II of such Subsequent Mortgage Loans may be
secured by mixed-use properties, commercial properties, or five or more
unit multifamily properties; and (x) following the purchase of such
Subsequent Mortgage Loans by the Trust, the Mortgage Loans (including
the Subsequent Mortgage Loans), (a) will have a weighted average
mortgage interest rate, (I) for consumer purpose loans, of at least
10.25% for Pool I and 10.50% for Pool II and (II) for business purpose
loans, of at least 15.75% for Pool I and 15.75% for Pool II; and (b)
will have a weighted average CLTV of not more than (I) for consumer
purpose loans, 80% for Pool I and 75% for Pool II, and (II) for
business purpose loans, 62% for Pool I and 62% for Pool II.
(uu) To the best of the Unaffiliated Seller's and the
Originators' knowledge, no error, omission, misrepresentation,
negligence, fraud or similar occurrence with respect to a Mortgage Loan
has taken place on the part of any person, including without limitation
the Mortgagor, any appraiser, any builder or developer, or any other
party involved in the origination of the Mortgage Loan or in the
application of any insurance in relation to such Mortgage Loan;
(vv) Each Mortgaged Property is in compliance with all
environmental laws, ordinances, rules, regulations and orders of
federal, state or governmental authorities relating thereto. No
hazardous material has been or is incorporated in, stored on or under,
released from, treated on, transported to or from, or disposed of on or
from, any Mortgaged Property such that, under applicable law (A) any
such hazardous material would be required to be eliminated before the
Mortgaged Property could be altered, renovated, demolished or
transferred, or (B) the owner of the Mortgaged Property, or the holder
of a security interest therein, could be subjected to liability for the
removal of such hazardous material or the elimination of the hazard
created thereby. Neither the Unaffiliated Seller nor any Mortgagor has
received notification from any federal, state or other governmental
authority relating to any hazardous materials on or affecting the
Mortgaged Property or to any potential or known liability under any
environmental law arising from the ownership or operation of the
Mortgaged Property. For the purposes of
22
this subsection, the term "hazardous materials" shall include, without
limitation, gasoline, petroleum products, explosives, radioactive
materials, polychlorinated biphenyls or related or similar materials,
asbestos or any material containing asbestos, lead, lead-based paint
and any other substance or material as may be defined as a hazardous or
toxic substance by any federal, state or local environmental law,
ordinance, rule, regulation or order, including, without limitation,
CERCLA, the Clean Air Act, the Clean Water Act, the Resource
Conservation and Recovery Act, the Toxic Substances Control Act and any
regulations promulgated pursuant thereto; and
(ww) With respect to any business purpose loan, the related
Mortgage Note contains an acceleration clause, accelerating the
maturity date under the Mortgage Note to the date the individual
guarantying such loan becomes subject to any bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting the
enforcement of creditors' rights generally.
Section 3.04 Representations and Warranties of the Depositor. The
Depositor hereby represents, warrants and covenants to the Unaffiliated Seller,
as of the date of execution of this Agreement and the Closing Date, that:
(a) The Depositor is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware;
(b) The Depositor has the corporate power and authority to
purchase each Mortgage Loan and to execute, deliver and perform, and to
enter into and consummate all the transactions contemplated by this
Agreement;
(c) This Agreement has been duly and validly authorized,
executed and delivered by the Depositor, and, assuming the due
authorization, execution and delivery hereof by the Unaffiliated Seller
and the Originators, constitutes the legal, valid and binding agreement
of the Depositor, enforceable against the Depositor in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating
to or affecting the rights of creditors generally, and by general
equity principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law);
(d) No consent, approval, authorization or order of or
registration or filing with, or notice to, any governmental authority
or court is required for the execution, delivery and performance of or
compliance by the Depositor with this Agreement or the consummation by
the Depositor of any of the transactions contemplated hereby, except
such as have been made on or prior to the Closing Date;
(e) The Depositor has filed or will file the Prospectus and
Prospectus Supplement with the Commission in accordance with Rule
424(b) under the Securities Act; and
(f) None of the execution and delivery of this Agreement, the
purchase of the Mortgage Loans from the Unaffiliated Seller, the
consummation of the other transactions contemplated hereby, or the
fulfillment of or compliance with the terms and conditions of
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this Agreement, (i) conflicts or will conflict with the charter or
bylaws of the Depositor or conflicts or will conflict with or results
or will result in a breach of, or constitutes or will constitute a
default or results or will result in an acceleration under, any term,
condition or provision of any indenture, deed of trust, contract or
other agreement or other instrument to which the Depositor is a party
or by which it is bound and which is material to the Depositor, or (ii)
results or will result in a violation of any law, rule, regulation,
order, judgment or decree of any court or governmental authority having
jurisdiction over the Depositor.
Section 3.05 Repurchase Obligation for Defective Documentation and for
Breach of a Representation or Warranty. (a) Each of the representations and
warranties contained in Sections 3.01, 3.02 and 3.03 shall survive the purchase
by the Depositor of the Mortgage Loans, the subsequent transfer thereof by the
Depositor to the Trust and the subsequent pledge thereof by the Trust to the
Indenture Trustee, for the benefit of the Noteholders and the Note Insurer, and
shall continue in full force and effect, notwithstanding any restrictive or
qualified endorsement on the Mortgage Notes and notwithstanding subsequent
termination of this Agreement, the Sale and Servicing Agreement or the
Indenture.
(b) With respect to any representation or warranty contained in
Sections 3.01 or 3.03 hereof that is made to the best of the Originators'
knowledge or contained in Sections 3.02 or 3.03 hereof that is made to the best
of the Unaffiliated Seller's knowledge, if it is discovered by the Servicer, any
Subservicer, the Indenture Trustee, the Collateral Agent, the Depositor, the
Note Insurer or any Noteholder that the substance of such representation and
warranty was inaccurate as of the Closing Date or the Subsequent Transfer Date,
as applicable, and such inaccuracy materially and adversely affects the value of
the related Mortgage Loan, then notwithstanding the Originators' or the
Unaffiliated Seller's lack of knowledge with respect to the inaccuracy at the
time the representation or warranty was made, such inaccuracy shall be deemed a
breach of the applicable representation or warranty. Upon discovery by the
Originators, the Unaffiliated Seller, the Servicer, any Subservicer, the
Indenture Trustee, the Collateral Agent, the Note Insurer, the Depositor or any
Noteholder of a breach of any of such representations and warranties which
materially and adversely affects the value of Mortgage Loans or the interest of
the Noteholders, or which materially and adversely affects the interests of the
Note Insurer or the Noteholders in the related Mortgage Loan in the case of a
representation and warranty relating to a particular Mortgage Loan
(notwithstanding that such representation and warranty was made to the
Originators' or the Unaffiliated Seller's best knowledge), the party discovering
such breach shall give, pursuant to this Section 3.05(b) and pursuant to Section
4.02 of the Sale and Servicing Agreement, prompt written notice to the others.
Subject to the next to last paragraph of this Section 3.05(b), within sixty (60)
days of the earlier of its discovery or its receipt of notice of any breach of a
representation or warranty, the Unaffiliated Seller and the Originators shall
(a) promptly cure such breach in all material respects, or (b) purchase such
Mortgage Loan at a purchase price equal to the Loan Repurchase Price, or (c)
remove such Mortgage Loan from the Trust Estate (in which case it shall become a
Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage
Loans. Any such substitution shall be accompanied by payment by the Unaffiliated
Seller of the Substitution Adjustment, if any, to be deposited in the related
Distribution Account pursuant to the Sale and Servicing Agreement.
24
The Originators shall cooperate with the Unaffiliated Seller to cure
any breach and shall reimburse the Unaffiliated Seller for the costs and
expenses related to any cure, substitution (including any Substitution
Adjustment) or repurchase incurred by the Unaffiliated Seller pursuant to this
Section 3.05.
(c) As to any Deleted Mortgage Loan for which the Unaffiliated Seller
or an Originator substitutes a Qualified Substitute Mortgage Loan or Loans, the
Unaffiliated Seller or such Originator shall effect such substitution by
delivering to the Indenture Trustee and the Collateral Agent, a certification in
the form attached to the Sale and Servicing Agreement as Exhibit H, executed by
a Servicing Officer and the documents described in Section 2.05(a) of the Sale
and Servicing Agreement for such Qualified Substitute Mortgage Loan or Loans.
Pursuant to the Sale and Servicing Agreement, upon receipt by the Indenture
Trustee and the Collateral Agent of a certification of a Servicing Officer of
such substitution or purchase and, in the case of a substitution, upon receipt
by the Collateral Agent, on behalf of the Indenture Trustee of the related
Mortgage File, and the deposit of certain amounts in the related Distribution
Account pursuant to Section 2.07(b) of the Sale and Servicing Agreement (which
certification shall be in the form of Exhibit H to the Sale and Servicing
Agreement), the Collateral Agent, on behalf of the Indenture Trustee, shall be
required to release to the Servicer for release to the Unaffiliated Seller the
related Indenture Trustee's Mortgage File and shall be required to execute,
without recourse, and deliver such instruments of transfer furnished by the
Unaffiliated Seller as may be necessary to transfer such Mortgage Loan to the
Unaffiliated Seller or such Originator.
(d) Pursuant to the Sale and Servicing Agreement, the Servicer shall
deposit in the related Distribution Account all payments received in connection
with such Qualified Substitute Mortgage Loan or Loans after the date of such
substitution. Monthly Payments received with respect to Qualified Substitute
Mortgage Loans on or before the date of substitution will be retained by the
Unaffiliated Seller. The Trust will own all payments received on the Deleted
Mortgage Loan on or before the date of substitution, and the Unaffiliated Seller
shall thereafter be entitled to retain all amounts subsequently received in
respect of such Deleted Mortgage Loan. Pursuant to the Sale and Servicing
Agreement, the Servicer shall be required to give written notice to the
Indenture Trustee, the Collateral Agent and the Note Insurer that such
substitution has taken place and shall amend the Mortgage Loan Schedule to
reflect the removal of such Deleted Mortgage Loan from the terms of the Sale and
Servicing Agreement and the substitution of the Qualified Substitute Mortgage
Loan. The parties hereto agree to amend the Mortgage Loan Schedule accordingly.
Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall
be subject to the terms of the Indenture, the Sale and Servicing Agreement and
this Agreement in all respects, and the Unaffiliated Seller shall be deemed to
have made with respect to such Qualified Substitute Mortgage Loan or Loans, as
of the date of substitution, the representations and warranties set forth in
Sections 3.02 and 3.03 herein. On the date of such substitution, the
Unaffiliated Seller will remit to the Servicer and, pursuant to the Sale and
Servicing Agreement, the Servicer will deposit into the related Distribution
Account, an amount equal to the Substitution Adjustment, if any.
(e) [Reserved];
(f) It is understood and agreed that the obligations of the
Unaffiliated Seller and the Originator set forth in Section 2.06 and this
Section 3.05 to cure, purchase or substitute
25
for a defective Mortgage Loan as provided in Section 2.06 and this Section 3.05
constitute the sole remedies of the Depositor, the Indenture Trustee, the Note
Insurer and the Noteholders respecting a breach of the foregoing representations
and warranties.
(g) The Unaffiliated Seller and the Originator shall be obligated to
indemnify the Indenture Trustee, the Trust, the Owner Trustee, the Collateral
Agent, the Noteholders and the Note Insurer (in their individual and trust
capacities) and their successors, assigns, agents and servants (collectively,
the "Indemnified Parties") from and against, any and all liabilities,
obligations, losses, damages, taxes, claims, actions and suits, and any and all
reasonable costs, expenses and disbursements (including reasonable legal fees
and expenses) of any kind and nature whatsoever (collectively, "Expenses") which
may at any time be imposed on, incurred by, or asserted against any Indemnified
Party in any way relating to or arising out of a breach of the Unaffiliated
Seller or the related Originator of the representations or warranties herein.
The indemnities contained in this Section 3.05 shall survive the resignation or
termination of the Owner Trustee or the termination of this Agreement.
(h) Each of the Originators and the Unaffiliated Seller shall be
jointly and severally responsible for any repurchase, cure or substitution
obligation of any of the Originators or the Unaffiliated Seller under this
Agreement, the Indenture and the Sale and Servicing Agreement.
(i) Any cause of action against the Unaffiliated Seller or an
Originator relating to or arising out of the breach of any representations and
warranties or covenants made in Sections 2.06, 3.02 or 3.03 shall accrue as to
any Mortgage Loan upon (i) discovery of such breach by any party and notice
thereof to the Unaffiliated Seller or such Originator, (ii) failure by the
Unaffiliated Seller or such Originator to cure such breach or purchase or
substitute such Mortgage Loan as specified above, and (iii) demand upon the
Unaffiliated Seller or such Originator by the Indenture Trustee for all amounts
payable in respect of such Mortgage Loan.
ARTICLE IV
THE UNAFFILIATED SELLER
Section 4.01 Covenants of the Originators and the Unaffiliated Seller.
Each of the Originators and the Unaffiliated Seller covenants to the Depositor
as follows:
(a) The Originators and the Unaffiliated Seller shall
cooperate with the Depositor and the firm of independent certified
public accountants retained with respect to the issuance of the Notes
in making available all information and taking all steps reasonably
necessary to permit the accountants' letters required hereunder to be
delivered within the times set for delivery herein.
(b) The Unaffiliated Seller agrees to satisfy or cause to be
satisfied on or prior to the Closing Date, all of the conditions to the
Depositor's obligations set forth in Section 5.01 hereof that are
within the Unaffiliated Seller's (or its agents') control.
26
(c) The Originators and the Unaffiliated Seller hereby agree to do all
acts, transactions, and things and to execute and deliver all agreements,
documents, instruments, and papers by and on behalf of the Originators or the
Unaffiliated Seller as the Depositor or its counsel may reasonably request in
order to consummate the transfer of the Mortgage Loans to the Depositor and the
subsequent transfer thereof to the Indenture Trustee, and the rating, issuance
and sale of the Notes.
Section 4.02 Merger or Consolidation. Each of the Originators and the
Unaffiliated Seller will keep in full effect its existence, rights and
franchises as a corporation and will obtain and preserve its qualification to do
business as a foreign corporation, in each jurisdiction necessary to protect the
validity and enforceability of this Agreement or any of the Mortgage Loans and
to perform its duties under this Agreement. Any Person into which any of the
Originators or the Unaffiliated Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Originators or the Unaffiliated Seller shall be a party, or any Person
succeeding to the business of the Originators or the Unaffiliated Seller, shall
be approved by the Note Insurer which approval shall not be unreasonably
withheld. If the approval of the Note Insurer is not required, the successor
shall be an established mortgage loan servicing institution that is a Permitted
Transferee and in all events shall be the successor of the Originators or the
Unaffiliated Seller without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. The Originators and the Unaffiliated Seller shall send notice
of any such merger or consolidation to the Indenture Trustee and the Note
Insurer.
Section 4.03 Costs. In connection with the transactions contemplated
under this Agreement, the Trust Agreement, the Indenture and the Sale and
Servicing Agreement, the Unaffiliated Seller shall promptly pay (or shall
promptly reimburse the Depositor to the extent that the Depositor shall have
paid or otherwise incurred): (a) the fees and disbursements of the Depositor's,
the Unaffiliated Seller's and the Originators' counsel; (b) the fees of S&P and
Xxxxx'x; (c) any of the fees of the Indenture Trustee and the fees and
disbursements of the Indenture Trustee's counsel; (d) any of the fees of the
Owner Trustee and the fees and disbursements of the Owner Trustee's counsel; (e)
expenses incurred in connection with printing the Prospectus, the Prospectus
Supplement, any amendment or supplement thereto, any preliminary prospectus and
the Notes; (f) fees and expenses relating to the filing of documents with the
Commission (including without limitation periodic reports under the Exchange
Act); (g) the shelf registration amortization fee of 0.04% of the Note Principal
Balance of the Notes on the Closing Date, paid in connection with the issuance
of Notes; (h) the fees and disbursements for Deloitte & Touche LLP, accountants
for the Originators; and (i) all of the initial expenses (not to exceed $75,000)
of the Note Insurer including, without limitation, legal fees and expenses,
accountant fees and expenses and expenses in connection with due diligence
conducted on the Mortgage Files but not including the initial premium paid to
the Note Insurer. For the avoidance of doubt, the parties hereto acknowledge
that it is the intention of the parties that the Depositor shall not pay any of
the Indenture Trustee's or Owner Trustee's fees and expenses in connection with
the transactions contemplated by this Agreement, the Trust Agreement, the
Indenture and the Sale and Servicing Agreement. All other costs and expenses in
connection with the transactions contemplated hereunder shall be borne by the
party incurring such expenses.
27
Section 4.04 Indemnification. (a) The Originators and the Unaffiliated
Seller, jointly and severally, agree
(i) to indemnify and hold harmless the Depositor, each of its
directors, each of its officers who have signed the Registration
Statement, and each of its directors and each person or entity who
controls the Depositor or any such person, within the meaning of
Section 15 of the Securities Act, against any and all losses, claims,
damages or liabilities, joint and several, to which the Depositor or
any such person or entity may become subject, under the Securities Act
or otherwise, and will reimburse the Depositor and each such
controlling person for any legal or other expenses incurred by the
Depositor or such controlling person in connection with investigating
or defending any such loss, claim, damage, liability or action, insofar
as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Prospectus
Supplement or any amendment or supplement to the Prospectus Supplement
or the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
in the Prospectus Supplement or any amendment or supplement to the
Prospectus Supplement approved in writing by the Originators or the
Unaffiliated Seller, in light of the circumstances under which they
were made, not misleading, but only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission
relates to the information contained in the Prospectus Supplement
referred to in Section 3.01(d). This indemnity agreement will be in
addition to any liability which the Originators and the Unaffiliated
Seller may otherwise have; and
(ii) to indemnify and to hold the Depositor harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments, and any other costs, fees and expenses
that the Depositor may sustain in any way related to the failure of any
of the Originators or the Unaffiliated Seller to perform its duties in
compliance with the terms of this Agreement. The Originators or the
Unaffiliated Seller shall immediately notify the Depositor if a claim
is made by a third party with respect to this Agreement, and the
Originators or the Unaffiliated Seller shall assume the defense of any
such claim and pay all expenses in connection therewith, including
reasonable counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against the Depositor in
respect of such claim. Pursuant to the Indenture, the Indenture Trustee
shall reimburse the Unaffiliated Seller in accordance with the
Indenture for all amounts advanced by the Unaffiliated Seller pursuant
to the preceding sentence except when the claim relates directly to the
failure of the Unaffiliated Seller to perform its duties in compliance
with the terms of this Agreement.
(b) The Depositor agrees to indemnify and hold harmless each of the
Originators and the Unaffiliated Seller, each of their respective directors and
each person or entity who controls the Originators or the Unaffiliated Seller or
any such person, within the meaning of Section 15 of the Securities Act, against
any and all losses, claims, damages or liabilities, joint and several, to which
the Originators or the Unaffiliated Seller or any such person or entity may
become subject, under the Securities Act or otherwise, and will reimburse the
Originators and the Unaffiliated Seller and any such director or controlling
person for any
28
legal or other expenses incurred by such party or any such director or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or action, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus, the Prospectus Supplement, any
amendment or supplement to the Prospectus or the Prospectus Supplement or the
omission or the alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, but only to the extent
that such untrue statement or alleged untrue statement or omission or alleged
omission is other than a statement or omission relating to the information set
forth in subsection (a)(i) of this Section 4.04; provided, however, that in no
event shall the Depositor be liable to the Unaffiliated Seller under this
paragraph (b) in an amount in excess of the Depositor's resale profit or the
underwriting fee on the sale of the Notes. This indemnity agreement will be in
addition to any liability which the Depositor may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section
4.04 of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under
this Section 4.04, notify the indemnifying party in writing of the commencement
thereof, but the omission to so notify the indemnifying party will not relieve
the indemnifying party from any liability which the indemnifying party may have
to any indemnified party hereunder except to the extent such indemnifying party
has been prejudiced thereby. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such indemnified party,
to assume the defense thereof with counsel reasonably satisfactory to such
indemnified party. After notice from the indemnifying party to such indemnified
party of its election to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section 4.04 for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation; provided,
however, if the defendants in any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it that are different
from or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel to assert such
legal defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. The indemnifying party shall not be
liable for the expenses of more than one separate counsel.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in the preceding
parts of this Section 4.04 is for any reason held to be unavailable to or
insufficient to hold harmless an indemnified party under subsection (a) or
subsection (b) of this Section 4.04 in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, the
indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) subject to the limits set forth in subsection (a)
and subsection (b) of this Section 4.04; provided, however, that no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall
29
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. In determining the amount of contribution to which
the respective parties are entitled, there shall be considered the relative
benefits received by the Originators and the Unaffiliated Seller on the one
hand, and the Depositor on the other, the Originators', the Unaffiliated
Seller's and the Depositor's relative knowledge and access to information
concerning the matter with respect to which the claim was asserted, the
opportunity to correct and prevent any statement or omission, and any other
equitable considerations appropriate in the circumstances. The Originators, the
Unaffiliated Seller and the Depositor agree that it would not be equitable if
the amount of such contribution were determined by pro rata or per capita
allocation. For purposes of this Section 4.04, each director of the Depositor,
each officer of the Depositor who signed the Registration Statement, and each
person, if any who controls the Depositor within the meaning of Section 15 of
the Securities Act, shall have the same rights to contribution as the Depositor,
and each director of the Originators or the Unaffiliated Seller, and each
person, if any who controls the Originators or the Unaffiliated Seller within
the meaning of Section 15 of the Securities Act, shall have the same rights to
contribution as the Originators and the Unaffiliated Seller.
ARTICLE V
CONDITIONS OF CLOSING
Section 5.01 Conditions of Depositor's Obligations. The obligations of
the Depositor to purchase the Mortgage Loans will be subject to the satisfaction
on the Closing Date of the following conditions. Upon payment of the purchase
price for the Mortgage Loans, such conditions shall be deemed satisfied or
waived.
(a) Each of the obligations of the Unaffiliated Seller
required to be performed by it on or prior to the Closing Date pursuant
to the terms of this Agreement shall have been duly performed and
complied with and all of the representations and warranties of the
Unaffiliated Seller and the Originators under this Agreement shall be
true and correct as of the Closing Date and no event shall have
occurred which, with notice or the passage of time, would constitute a
default under this Agreement, and the Depositor shall have received a
certificate to the effect of the foregoing signed by an authorized
officer of the Unaffiliated Seller and the Originators.
(b) The Depositor shall have received a letter dated the date
of this Agreement, in form and substance acceptable to the Depositor
and its counsel, prepared by Deloitte & Touche LLP, independent
certified public accountants, regarding the numerical information
contained in the Prospectus Supplement including, but not limited to
the information under the captions "Prepayment and Yield
Considerations" and "The Mortgage Loan Pools" regarding any numerical
information in any marketing materials relating to the Notes and
regarding any other information as reasonably requested by the
Depositor.
(c) The Mortgage Loans will be acceptable to the Depositor, in
its sole reasonable discretion.
30
(d) The Depositor shall have received the following additional
closing documents, in form and substance reasonably satisfactory to the
Depositor and its counsel:
(i) the Mortgage Loan Schedule;
(ii) this Agreement, the Sale and Servicing
Agreement, the Indenture, the Trust Agreement, and the
Underwriting Agreement dated as of March 11, 1999 between the
Depositor and Prudential Securities Incorporated and all
documents required thereunder, duly executed and delivered by
each of the parties thereto other than the Depositor;
(iii) officer's certificates of an officer of each of
the Originators and the Unaffiliated Seller, dated as of the
Closing Date, and attached thereto resolutions of the board of
directors and a copy of the charter and by-laws;
(iv) copy of each of the Originators and the
Unaffiliated Seller's charter and all amendments, revisions,
and supplements thereof, certified by a secretary of each
entity;
(v) an opinion of the counsel for the Originators and
the Unaffiliated Seller as to various corporate matters in a
form acceptable to the Depositor, its counsel, the Note
Insurer, S&P and Xxxxx'x (it being agreed that the opinion
shall expressly provide that the Indenture Trustee shall be
entitled to rely on the opinion);
(vi) opinions of counsel for the Unaffiliated Seller,
in forms acceptable to the Depositor, its counsel, the Note
Insurer, S&P and Xxxxx'x as to such matters as shall be
required for the assignment of a rating to the Notes of "AAA"
by S&P, and "Aaa" by Xxxxx'x (it being agreed that such
opinions shall expressly provide that the Indenture Trustee
shall be entitled to rely on such opinions);
(vii) a letter from Xxxxx'x that it has assigned a
rating of "Aaa" to the Notes;
(viii) a letter from S&P that it has assigned a
rating of "AAA" to the Notes;
(ix) an opinion of counsel for the Indenture Trustee
in form and substance acceptable to the Depositor, its
counsel, the Note Insurer, Xxxxx'x and S&P (it being agreed
that the opinion shall expressly provide that the Unaffiliated
Seller shall be entitled to rely on the opinion);
(x) an opinion of counsel for the Owner Trustee in
form and substance acceptable to the Depositor, its counsel,
the Note Insurer, Xxxxx'x and S&P (it being agreed that the
opinion shall expressly provide that the Unaffiliated Seller
shall be entitled to rely on the opinion);
31
(xi) an opinion or opinions of counsel for the
Servicer, in form and substance acceptable to the Depositor,
its counsel, the Note Insurer, Xxxxx'x and S&P (it being
agreed that the opinion shall expressly provide that the
Unaffiliated Seller shall be entitled to rely on the opinion);
and
(xii) an opinion or opinions of counsel for the Note
Insurer, in each case in form and substance acceptable to the
Depositor, its counsel, Xxxxx'x and S&P (it being agreed that
the opinion shall expressly provide that the Unaffiliated
Seller shall be entitled to rely on the opinion).
(e) The Note Insurance Policy shall have been duly executed,
delivered and issued with respect to the Notes.
(f) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident hereto shall
be satisfactory in form and substance to the Depositor and its counsel.
(g) The Unaffiliated Seller shall have furnished the Depositor
with such other certificates of its officers or others and such other
documents or opinions as the Depositor or its counsel may reasonably
request.
Section 5.02 Conditions of Unaffiliated Seller's Obligations. The
obligations of the Unaffiliated Seller under this Agreement shall be subject to
the satisfaction, on the Closing Date, of the following conditions:
(a) Each of the obligations of the Depositor required to be
performed by it at or prior to the Closing Date pursuant to the terms
of this Agreement shall have been duly performed and complied with and
all of the representations and warranties of the Depositor contained in
this Agreement shall be true and correct as of the Closing Date and the
Unaffiliated Seller shall have received a certificate to that effect
signed by an authorized officer of the Depositor.
(b) The Unaffiliated Seller shall have received the following
additional documents:
(i) this Agreement and the Sale and Servicing
Agreement, and all documents required thereunder, in each case
executed by the Depositor as applicable; and
(ii) a copy of a letter from Xxxxx'x to the Depositor
to the effect that it has assigned a rating of "Aaa" to the
Notes and a copy of a letter from S&P to the Depositor to the
effect that it has assigned a rating of "AAA" to the Notes.
(iii) an opinion of counsel for the Indenture Trustee
in form and substance acceptable to the Unaffiliated Seller
and its counsel;
(iv) an opinion of counsel for the Owner Trustee in
form and substance acceptable to the Unaffiliated Seller and
its counsel;
32
(v) an opinion of counsel for the Note Insurer in
form and substance acceptable to the Unaffiliated Seller and
its counsel;
(vi) an opinion of the counsel for the Depositor as
to securities and tax matters; and
(vii) an opinion of the counsel for the Depositor as
to true sale matters.
(c) The Depositor shall have furnished the Unaffiliated Seller
with such other certificates of its officers or others and such other
documents to evidence fulfillment of the conditions set forth in this
Agreement as the Unaffiliated Seller may reasonably request.
Section 5.03 Termination of Depositor's Obligations. The Depositor may
terminate its obligations hereunder by notice to the Unaffiliated Seller at any
time before delivery of and payment of the purchase price for the Mortgage Loans
if: (a) any of the conditions set forth in Section 5.01 are not satisfied when
and as provided therein; (b) there shall have been the entry of a decree or
order by a court or agency or supervisory authority having jurisdiction in the
premises for the appointment of a conservator, receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to the Unaffiliated Seller, or for the
winding up or liquidation of the affairs of the Unaffiliated Seller; (c) there
shall have been the consent by the Unaffiliated Seller to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to
the Unaffiliated Seller or of or relating to substantially all of the property
of the Unaffiliated Seller; (d) any purchase and assumption agreement with
respect to the Unaffiliated Seller or the assets and properties of the
Unaffiliated Seller shall have been entered into; or (e) a Termination Event
shall have occurred. The termination of the Depositor's obligations hereunder
shall not terminate the Depositor's rights hereunder or its right to exercise
any remedy available to it at law or in equity.
ARTICLE VI
MISCELLANEOUS
Section 6.01 Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered to or mailed by registered mail, postage prepaid, or transmitted by
telex or telegraph and confirmed by a similar mailed writing, if to the
Depositor, addressed to the Depositor at Prudential Securities Secured Financing
Corporation, Xxx Xxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Managing Director - Asset Backed Finance Group, or to such other
address as the Depositor may designate in writing to the Unaffiliated Seller and
the Originators and if to the Unaffiliated Seller or an Originator, addressed to
the Unaffiliated Seller or such Originator at Xxxxxxxxxx Xxxxxx Xxxxxx, 000
Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxx Xxxxxx, Xxxxxxxxxxxx 00000, Attention:
Xx. Xxxxxxx Xxxxxxxx, Xx., or to such other address as the Unaffiliated Seller
or such Originator may designate in writing to the Depositor.
33
Section 6.02 Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement which is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement which is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
Section 6.03 Agreement of Unaffiliated Seller. The Unaffiliated Seller
agrees to execute and deliver such instruments and take such actions as the
Depositor may, from time to time, reasonably request in order to effectuate the
purpose and to carry out the terms of this Agreement.
Section 6.04 Survival. The parties to this Agreement agree that the
representations, warranties and agreements made by each of them herein and in
any Note or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party hereto, notwithstanding any investigation
heretofore or hereafter made by such other party or on such other party's
behalf, and that the representations, warranties and agreements made by the
parties hereto in this Agreement or in any such certificate or other instrument
shall survive the delivery of and payment for the Mortgage Loans.
Section 6.05 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.
Section 6.06 Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Except as expressly permitted by the terms
hereof, this Agreement may not be assigned, pledged or hypothecated by any party
hereto to a third party without the written consent of the other party to this
Agreement and the Note Insurer; provided, however, that the Depositor may assign
its rights hereunder without the consent of the Unaffiliated Seller.
Section 6.07 Confirmation of Intent; Grant of Security Interest. It is
the express intent of the parties hereto that the conveyance of the Mortgage
Loans by the Originators to the Unaffiliated Seller as contemplated by this
Unaffiliated Seller's Agreement be, and be treated for all purposes as, a sale
of the Mortgage Loans and that the conveyance of the Mortgage Loans by the
Unaffiliated Seller to the Depositor as contemplated by this Unaffiliated
Seller's Agreement be, and be treated for accounting purposes as, a sale of the
Mortgage Loans. It is, further, not the intention of the parties that any such
conveyance be deemed a pledge of the Mortgage Loans by the Originators to the
Unaffiliated Seller or by the Unaffiliated Seller to the Depositor to secure a
debt or other obligation of the Originators or the Unaffiliated Seller, as the
case may be. However, in the event that, notwithstanding the intent of the
parties, the Mortgage Loans are held to continue to be property of the
Originators or the Unaffiliated Seller then (a) this Unaffiliated
34
Seller's Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer of
the Mortgage Loans provided for herein shall be deemed to be a grant by the
Originators to the Unaffiliated Seller and by the Unaffiliated Seller to the
Depositor of a security interest in all of such parties' right, title and
interest in and to the Mortgage Loans and all amounts payable on the Mortgage
Loans in accordance with the terms thereof and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property; (c) the possession by the Depositor (or its assignee) of
Mortgage Notes and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party" for purposes of perfecting the security interest pursuant
to Section 9-305 of the Uniform Commercial Code; and (d) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Depositor (or its assignee) for the
purpose of perfecting such security interest under applicable law. Any
assignment of the interest of the Depositor pursuant to any provision hereof
shall also be deemed to be an assignment of any security interest created
hereby. The Originators, the Unaffiliated Seller and the Depositor shall, to the
extent consistent with this Unaffiliated Seller's Agreement, take such actions
as may be necessary to ensure that, if this Unaffiliated Seller's Agreement were
deemed to create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of this
Agreement.
Section 6.08 Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter hereof.
Section 6.09 Amendments. (a) This Agreement may be amended from time to
time by the Originators, the Unaffiliated Seller and the Depositor by written
agreement, upon the prior written consent of the Note Insurer, without notice to
or consent of the Noteholders to cure any ambiguity, to correct or supplement
any provisions herein, to comply with any changes in the Code, or to make any
other provisions with respect to matters or questions arising under this
Agreement which shall not be inconsistent with the provisions of this Agreement;
provided, however, that such action shall not, as evidenced by an Opinion of
Counsel, at the expense of the party requesting the change, delivered to the
Indenture Trustee, adversely affect in any material respect the interests of any
Noteholder; and provided, further, that no such amendment shall reduce in any
manner the amount of, or delay the timing of, payments received on Mortgage
Loans which are required to be distributed on any Note without the consent of
the Holder of such Note, or change the rights or obligations of any other party
hereto without the consent of such party.
(b) This Agreement may be amended from time to time by the Originators,
the Unaffiliated Seller and the Depositor with the consent of the Note Insurer,
the Majority Noteholders and the Holders of the majority of the Percentage
Interest in the Trust Certificates for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders; provided, however, that
no such amendment shall 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 Note
35
without the consent of the Holder of such Note or reduce the percentage for each
Class the Holders of which are required to consent to any such amendment without
the consent of the Holders of 100% of each Class of Notes affected thereby.
(c) It shall not be necessary for the consent of Holders under this
Section 6.09 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof.
Section 6.10 Third-Party Beneficiaries. The parties agree that each of
the Trust, the Owner Trustee, the Note Insurer and the Indenture Trustee is an
intended third-party beneficiary of this Agreement to the extent necessary to
enforce the rights and to obtain the benefit of the remedies of the Depositor
under this Agreement which are assigned to the Trust and then to the Indenture
Trustee, for the benefit of the Noteholders and the Note Insurer, pursuant to
the Sale and Servicing Agreement and the Indenture, respectively, and to the
extent necessary to obtain the benefit of the enforcement of the obligations and
covenants of the Unaffiliated Seller under Section 4.01 and 4.04(a)(ii) of this
Agreement. The parties further agree that Prudential Securities Incorporated and
each of its directors and each person or entity who controls Prudential
Securities Incorporated or any such person, within the meaning of Section 15 of
the Securities Act (each, an "Underwriter Entity") is an intended third-party
beneficiary of this Agreement to the extent necessary to obtain the benefit of
the enforcement of the obligations and covenants of the Unaffiliated Seller with
respect to each Underwriter Entity under Section 4.04(a)(i) of this Agreement.
Section 6.11 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
TRIAL. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS PROVISIONS) OF THE STATE
OF NEW YORK.
(b) THE ORIGINATORS, THE DEPOSITOR AND THE UNAFFILIATED SELLER EACH
HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF
MANHATTAN IN NEW YORK CITY, AND EACH WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY
REGISTERED MAIL DIRECTED TO THE ADDRESS SET FORTH IN SECTION 6.01 OF THIS
AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER
THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE PREPAID. THE
ORIGINATORS, THE DEPOSITOR AND THE UNAFFILIATED SELLER EACH HEREBY WAIVES ANY
OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY
ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION
SHALL AFFECT THE RIGHT OF THE ORIGINATORS, THE DEPOSITOR AND THE UNAFFILIATED
SELLER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT
EITHER'S RIGHT TO BRING ANY ACTION OR PROCEEDING IN THE COURTS OF ANY OTHER
JURISDICTION.
36
(c) THE ORIGINATORS, THE DEPOSITOR AND THE UNAFFILIATED SELLER EACH
HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH,
RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT. INSTEAD, ANY DISPUTE RESOLVED
IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.
Section 6.12 Execution in Counterparts. This Agreement may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and the
same instrument.
[Remainder of Page Intentionally Left Blank]
37
IN WITNESS WHEREOF, the parties to this Unaffiliated Seller's Agreement
have caused their names to be signed by their respective officers thereunto duly
authorized as of the date first above written.
PRUDENTIAL SECURITIES SECURED
FINANCING CORPORATION
By: ___________________________________
Name:
Title:
ABFS 1999-1, INC.
By: ___________________________________
Name:
Title:
AMERICAN BUSINESS CREDIT, INC.
By: ___________________________________
Name:
Title:
HOMEAMERICAN CREDIT, INC., D/B/A
UPLAND MORTGAGE
By: ___________________________________
Name:
Title:
NEW JERSEY MORTGAGE AND INVESTMENT CORP.
By: ___________________________________
Name:
Title:
SCHEDULE I
MORTGAGE LOAN SCHEDULE
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
10307 XXXXXXX X. XXXXXX XX. $200,000 $199,462.48 1
10309 XXXXXXX X. XXXXXXX $20,000 $19,963.48 1
10326 H. & M. TOOL AND MACHINE $150,000 $150,000.00 1
10330 CLASSIC MARINE, INC. $20,000 $19,990.66 1
10334 XXXXXX X. PAGE $90,000 $90,000.00 1
10336 SW AUTO REPAIR CORP. $92,000 $91,630.15 1
10339 FREEWAY TAVERN, INC $100,000 $100,000.00 1
10342 XXXXXXX X. XXXXXXXX $110,000 $109,997.51 1
10349 XXXX X. XXXXXX $85,000 $84,620.52 1
00000 XXXXXXX XXXXXX BEAUTY SUP $13,000 $12,959.11 1
10355 XXXXXXX XXXXXX XXXXX $195,000 $194,419.69 1
10373 MILLENNIUM INTERNATIONAL $112,000 $112,000.00 1
10377 REGAL PUBLISHING CORP. $93,000 $93,000.00 1
10379 BRANDYWINE INN, INC. $16,000 $16,000.00 1
10383 XXXXXX'X DELIVERY SERVICE $100,000 $100,000.00 1
10397 XXXXXX X. XXXXXXXXX $80,000 $80,000.00 1
10410 XXXXXXXXX X. XXXX $80,000 $80,000.00 1
10411 IMPERIAL PROPERTIES OF SA $120,000 $120,000.00 1
10413 XXXXXX X. XXXXX $95,000 $95,000.00 1
10415 XXXXX X. XXXXXXXX $120,000 $120,000.00 1
10419 XXXXXXXX FUNERAL HOME P.A $143,000 $143,000.00 1
10422 XXX XXXXXXXX POWER EQUIPM $120,000 $120,000.00 1
10425 XXXXXXX X. XXXXXXXX XX. $120,000 $120,000.00 1
10426 XXXXXX XXXXX $10,000 $10,000.00 1
8882106 WORLD FAMOUS RESTAURANT, $203,000 $202,976.75 1
8882109 XXXX XXXXXXXX $12,000 $11,754.06 1
8882113 XXXXXXXX XXXX $15,000 $14,983.41 1
8882117 XXXXXX XXXXXXX $142,000 $142,000.00 1
8882129 EL RUBI, INC. $110,000 $110,000.00 1
8882131 XXXXXXXX XXXXX $106,000 $106,000.00 1
8882134 XXXX X. XXXXX $90,000 $90,000.00 1
8882138 XXXXX XXXXXX $14,000 $14,000.00 1
8882141 JOSHUA'S CLASSROOM, INC. $17,000 $17,000.00 1
8882145 XXXXXX X. XXXXXX $222,000 $222,000.00 1
10097 OFF THE TOP HAIRCUTTERS, $12,000 $11,794.15 1
10431 XXXXX X. XXXXXXXX $14,000 $14,000.00 1
8882137 XXXXXX X. XXXX $131,000 $131,000.00 1
1038173 XXXXXXX XXXXX XXXXXXX $92,750 $92,729.54 1
1041008 XXXXXXX XXXXXXX, XX. $88,800 $88,248.76 1
1041186 XXXXXXX XXXXXXXXX $118,800 $118,800.00 1
1041697 XXXXX X. XXXXXX $123,700 $123,229.01 1
1041940 XXXXXXX XXXXXXXXX $183,000 $183,000.00 1
1042082 XXXXXXXXX X. XXXXX $147,600 $147,598.52 1
1043420 XXX X. XXXXXX XX. $100,800 $100,660.28 1
1043489 XXXXXX X. XXXXXXXXX $121,500 $121,500.00 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1043829 XXXX XXXXXX $114,300 $114,300.00 1
1043894 XXXXXXX X. XXXXXXXX $91,800 $91,800.00 1
1044035 XXXXX XXXXX $12,400 $12,325.32 1
1044097 XXXXXXX XXXXXXX $82,800 $82,800.00 1
1044241 XXXXXXX XXXXX $81,480 $81,480.00 1
1044796 COSBERT X. XXXXXXX XX. $100,000 $99,926.21 1
1044802 XXXX X. XXXXXXXXXX $15,500 $15,339.32 1
1044950 XXXXX X. XXXXXXX $229,500 $229,500.00 1
1044998 XXXXXXX X. XXXXXXXXXX $103,500 $103,500.00 1
1045243 XXXXXXX XXXXXXXX $86,400 $86,175.80 1
1045451 XXXXXX XXXXX $94,500 $94,431.33 1
1045484 XXXX XXXX $81,000 $80,989.93 1
1045582 XXXXXX X. XXXXXX $90,000 $88,922.58 1
1045765 WASHINGTON X. XXXX $88,000 $87,940.81 1
1045868 XXXXXXX X. XXXXXXXX XX. $102,150 $101,834.38 1
1045873 XXXXXXX X. XXXX $116,550 $116,550.00 1
1045973 XXXXXXX X. XXXXXXXX $94,500 $94,500.00 1
1046041 XXXXXX X. XXXXXX $18,375 $18,375.00 1
1046050 XXXXX X. XXXXXXXX $85,600 $85,471.55 1
1046062 XXXX X. XXXXXX $112,500 $112,179.56 1
1046278 XXXXX XXXXX JR. $153,000 $152,926.13 1
1046337 XXXXXX X. XXXX $162,000 $161,970.56 1
1046346 XXXXXX X. XXXXXX $87,550 $87,550.00 1
1046367 XXXXX XXXXXXXXXX $190,000 $189,645.27 1
1046379 XXX XXXXX XXXXXXXX $20,000 $19,914.79 1
1046434 XXXXXX X. XXXXXX $89,100 $89,100.00 1
1046450 XXXXXXX X. CORDERRE $110,500 $110,500.00 1
1046506 XXXXXX XXXXX $15,000 $14,850.65 1
1046521 XXXXXXX XXXX $134,640 $134,622.74 1
1046594 XXXXXXX X. XXXXXXXX $144,000 $143,998.56 1
1046609 XXXXXX X. XXXXXXXXXX $112,000 $111,420.18 1
1046618 XXX XXXXXX $80,000 $79,731.09 1
1046620 XXXXXX X. XXXXXXX $117,000 $116,957.46 1
1046659 XXXXXX X. XXXXX $103,500 $103,500.00 1
1046677 XXXXXXX X. XXXXXXX $135,000 $134,851.52 1
0000000 XXXXXXX XXXXXX XXXXXXXXXX $170,000 $169,905.24 1
1046707 XXXXXXX X. XXXXXX $207,500 $207,500.00 1
1046771 XXXXXX X. XXXXX $185,120 $185,120.00 1
1046794 XXXXXX X. XXXXXXX $148,000 $147,727.12 1
1046813 XXXXXXX XXXX $150,000 $149,253.06 1
1046825 XXXXXX X. XXXXXXXX XX. $17,200 $17,161.36 1
1046840 XXXXXX XXXXXX $117,000 $117,000.00 1
1046903 XXXXX X. XXXXXXX $234,500 $234,071.23 1
1046906 XXXXXX XXXXXX $91,000 $91,000.00 1
1046915 XXXXXX XXXXXXXXX $98,600 $98,493.44 1
1046940 XXXX X. XXXXXXXXXX $14,000 $14,000.00 1
1046951 XXXXXX X. DAY $184,450 $184,250.32 1
1046980 XXXXXX XXXX $103,500 $103,385.64 1
1046999 XXXXXX X. XXXXX $99,000 $98,670.62 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1047024 XXXX X. XXXXXX $180,000 $179,850.50 1
1047045 XXXXXX X. XXXXX XX. $94,500 $94,378.82 1
1047062 XXXXXXX XXXX XXXXXX $89,100 $89,100.00 1
1047070 XXXXXX XXXXXXXXX $100,000 $99,916.09 1
1047107 XXXXXX X. XXXXXX XX. $100,000 $100,000.00 1
1047111 XXXXXX XXXXXXXX $225,000 $225,000.00 1
1047122 XXXXXX X. XXXXXXXXXX $148,500 $148,205.74 1
1047209 XXXXX X. XXXXX $95,400 $94,957.95 1
1047211 XXXXXXX XXXXX XXXXXXXX $96,000 $95,973.76 1
1047216 XXXXXX X. XXXXXXX $82,800 $82,710.12 1
1047217 XXXXX XXXXX XXXX $90,000 $90,000.00 1
1047221 XXXXXXX XXXXX SR. $90,500 $90,371.16 1
1047258 XXXX X. XXXXX $180,000 $179,579.44 1
1047311 XXXXX XXXXX $83,725 $83,708.37 1
1047322 XXXXX X. XXXXX $151,200 $151,197.32 1
0000000 XXXXXXXXX X. XXXXXXX $110,400 $110,096.72 1
1047341 D. XXXXX XXXXX $84,000 $84,000.00 1
1047351 XXXXXX XXXXXXXXX $87,300 $87,284.13 1
1047383 XXXXXXX XXXXX $212,500 $212,500.00 1
1047395 XXXXXX X. XXXXXXXX $18,000 $17,901.30 1
1047415 XXXXX XXXX $134,910 $134,573.94 1
1047449 XXXXXXXXX X. XXX XX. $82,800 $82,800.00 1
1047502 XXXXX XXXXXXXX $196,000 $196,000.00 1
1047571 XXXXXX XXXXX $87,000 $87,000.00 1
1047609 XXXXX XXXXXXX XXXXX $80,000 $79,933.78 1
1047664 XXXXXX XXX XXXXX $94,500 $94,369.00 1
1047669 XXXXXXXX XXXXXXXXX $84,600 $84,600.00 1
1047698 XXXXX XXXX $200,000 $200,000.00 1
1047704 XXXXXXX XXXXXX $134,000 $133,863.95 1
1047720 XXXXXX X. XXXXXXX $16,540 $16,446.24 1
1047726 XXXXXXX X. XXXXXXX $200,000 $200,000.00 1
1047760 XXXXXXX X. XXXXX $12,300 $12,188.60 1
1047804 XXXXXX X. XXXXXX $10,000 $9,936.73 1
1047806 XXXXXXXXX X. XXXXXXX $121,750 $121,750.00 1
1047925 XXXXX X. XXXXXX $108,000 $107,769.03 1
1047950 XXXXXXX X. XXXXX $17,000 $17,000.00 1
1047964 XXXX XXXXX $80,000 $79,775.90 1
1047975 XXXXXX X. XXXXXX XX. $99,900 $99,896.82 1
1047978 XXXX X. XXXX $162,377 $162,257.09 1
1047991 XXXXXXX X. XXXX $132,000 $131,927.50 1
1048072 XXXXXXX X.X. XXXXX $90,000 $90,000.00 1
1048102 XXXXXXXX XXXXXXX $117,000 $116,672.07 1
1048232 XXXXXX X. XXXXXXX XX. $90,000 $90,000.00 1
1048238 XXXXXXXXX X. XXXXX $116,550 $116,488.35 1
1048307 XXXXXX XXXXXXX $10,000 $9,927.84 1
1048340 XXXXXX XXXXXX $80,000 $79,469.12 1
1048354 XXXXXX X. XXXXX $130,500 $130,199.04 1
1048374 XXXXX X. XXXXXXXXXX $85,000 $85,000.00 1
1048388 XXX X. XXXXXXX XX. $86,400 $86,357.69 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1048393 XXXXX X. XXXXXX $16,750 $16,729.15 1
1048413 XXXXX XXXXXXXX $10,000 $9,953.12 1
1048418 XXXXXXX HOUSE $11,200 $11,200.00 1
1048460 XXXXX XXXXXX $96,000 $95,731.43 1
1048487 XXXXXX X. XXXXXXXX $137,900 $137,814.80 1
1048489 XXXXXXXX X. XXXXXXXXXX $86,670 $86,569.91 1
1048492 XXXXXXX XXXXX XXXXXXX $15,000 $14,902.56 1
1048495 XXXX XXXX VAN $16,500 $16,340.61 1
1048627 XXXX XXXXXXXX $107,450 $107,005.02 1
1048630 XXXX XXXXXXX $136,850 $136,850.00 1
1048664 XXXXX XXXXX XXXXXX $18,900 $18,899.01 1
1048670 XXXXX XXXXXXXXXX $96,000 $95,912.85 1
1048684 XXXXXXXX XXXXX $92,000 $92,000.00 1
1048693 XXXXX X. XXXXXXX $100,000 $100,000.00 1
1048700 TUNA OZDEN $138,740 $138,740.00 1
1048732 XXXX XXXXXX $16,500 $16,500.00 1
1048734 XXXXXXX X. XXXXXX $145,500 $145,500.00 1
1048737 XXXXXXXX X. XXXXXXX $13,600 $13,595.82 1
1048738 XXXXXXX X. XXXXX $79,200 $79,200.00 1
1048747 XXXXX X. XXXXX $14,000 $14,000.00 1
1048759 XXXXXX X'XXXXX XXXXX $12,000 $11,943.13 1
1048791 XXXXXXXXX XXXXXXXX $18,000 $18,000.00 1
1048836 XXX XXXXX $18,000 $18,000.00 1
1048882 XXXXXXX XXXXXXX $10,000 $9,902.41 1
1048917 XXXXX X. XXXXXXXX $103,200 $103,200.00 1
1049018 XXXXX C XXX XXXXXXXXX $112,000 $111,856.60 1
1049061 XXXXX XXXXXXXX $15,000 $15,000.00 1
1049105 XXXX XXXXXXX $160,200 $159,350.87 1
1049119 XXX X. XXXXXXX $81,600 $81,600.00 1
1049134 XXXXXXXXXXX X. XXXXXX $130,500 $130,276.69 1
1049148 XXXXXXX XXXXXXXXXX $134,300 $133,997.31 1
1049158 XXXXXX XXXX $135,000 $135,000.00 1
1049213 XXXXX X. XXXXXXX $162,000 $162,000.00 1
1049222 XXXXXXX X. XXXXXX $133,600 $133,600.00 1
1049231 XXXXXX XXXXXXXX $20,000 $19,943.56 1
1049272 XXXXXXX XXX XXXXXXXXX $100,000 $100,000.00 1
1049280 XXXXX X. XXXXX $20,000 $19,822.56 1
1049329 XXX X. XXXXXX $157,500 $157,380.53 1
1049344 XXXX X. XXXXX $93,750 $93,669.31 1
1049359 XXXXXXX X. XXXXXXXXX $12,500 $12,419.14 1
1049407 XXXXXXX XXXXX $112,000 $112,000.00 1
1049448 XXXXX XXXXXX $121,505 $121,368.80 1
1049451 XXXXXXX X. XXXXXXX $82,800 $82,759.55 1
1049485 XXXXXXX X. XXXXX $87,500 $86,868.98 1
1049529 XXXXXXX X. XXXXXXX $118,900 $118,900.00 1
1049531 XXXXX XXXXXX $86,250 $86,250.00 1
1049532 XXXXXX X. XXXXXXX $168,000 $167,918.88 1
1049534 XXXX X. XXXXXX $18,850 $18,850.00 1
1049538 XXXX X. XXXXXX $10,000 $9,934.04 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1049656 XXXX X. XXXXX $100,000 $99,883.80 1
1049657 XXXXXX X. XXXXXX $112,500 $112,436.44 1
1049663 XXXXXXX XXXXXX $193,000 $193,000.00 1
1049710 XXX X. CLOSE $130,500 $130,500.00 1
1049735 XXXXXXXXX XXXXXX $84,500 $84,500.00 1
1049743 XXXXXX X. XXXXXX $96,000 $96,000.00 1
1049777 XXXXXXX X. XXXXXXXX $94,000 $93,931.84 1
1049824 XXXXXX XXXXXXXXX $161,300 $161,300.00 1
1049870 XXXXXX X. XXXXXX XX. $106,200 $106,200.00 1
1050070 XXXXX X. LAW $119,000 $119,000.00 1
1050096 XXXXXX XXXXX $193,000 $192,945.24 1
1050123 XXXXX X. XXXXXX $112,000 $111,927.19 1
1050162 XXXXXXX X. XXXX $194,000 $194,000.00 1
1050246 XXXXXXX XXXXXXX $141,750 $141,750.00 1
1050251 XXXXXXX XXXXXXXX $10,000 $9,942.01 1
1050286 XXXXXXX XXXXX XX. $153,000 $153,000.00 1
1050311 XXXXXXX X. XXXXXXX $104,000 $104,000.00 1
1050362 XXXXXXX XXXXXXXXX $13,300 $13,288.03 1
1050401 XXXX X. PO $13,950 $13,950.00 1
1050486 XXXXX XXXXXX $130,500 $130,500.00 1
1050505 XXXXXX XXXXXXXX $121,500 $121,297.89 1
1050513 XXXXX X. XXXXXXX $104,400 $104,400.00 1
1050522 XXXXX XXXXXX $102,500 $102,500.00 1
1050549 XXXX X. XXXXX $15,600 $15,600.00 1
1050559 XXXXXXX XXXXXXXXXX $120,700 $120,387.32 1
1050646 XXXX XXXXXXXX $83,700 $83,700.00 1
1050697 XXXXX XXXXXXXX $95,400 $95,400.00 1
1050752 XXXX XXXXX $152,000 $151,923.57 1
1050764 XXXXXX X. XXXXX $86,400 $86,400.00 1
1050810 XXXXXXX XXXXX $14,295 $14,295.00 1
1050819 XXXX XXXXXXX $85,000 $84,860.49 1
1050845 XXXXX XXXXXXX $93,500 $93,500.00 1
1050846 XXXXX XXXX $168,800 $168,566.01 1
1050884 XXXXX XXXXX $90,000 $90,000.00 1
1050904 XXXX X. XXXXXXXXXXX $10,000 $9,934.74 1
1050948 XXXXXXXX X. XXXXXXXXX $20,000 $19,873.30 1
1050989 XXXXXXX XXXXXXXX $132,500 $132,500.00 1
1051003 XXXXX X. XXXXXXXXX $82,100 $82,100.00 1
1051038 XXXX XXXX-XXXXXXXX $110,000 $110,000.00 1
1051053 XXXXX XXXXXXX $13,500 $13,500.00 1
1051125 XXXXXX X'XXXXXX $97,600 $97,600.00 1
1051138 XXXXXXX X. XXXXXX $120,000 $120,000.00 1
1051140 XXXX XXXXX $89,500 $89,500.00 1
1051143 XXXXXXX XXXXXXX $150,300 $150,300.00 1
1051171 XXXXXX X. XXXXX $100,000 $100,000.00 1
1051173 XXXXXX X. XXXXXXXX XX. $85,500 $85,500.00 1
1051180 XXXXXXX X. XXXXXX $86,400 $86,400.00 1
1051243 XXXXXX X. XXXXXX $115,000 $115,000.00 1
1051280 XXXXX X. XXXXX $10,000 $10,000.00 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1051285 XXXXXX X. XXXXXXX $225,000 $225,000.00 1
1051287 XXXXXXXX XXXXXXX $80,000 $80,000.00 1
1051288 XXXXX POSTERINO $85,500 $85,500.00 1
1051307 XXXXXXX X. XXXXX $92,000 $92,000.00 1
1051330 XXXXXX XXXXXX $99,000 $99,000.00 1
1051431 XXXXX XXXXXXX XXXXXXX $156,600 $156,189.14 1
1051440 XXXXX X. XXXXXX $15,500 $15,500.00 1
1051460 XXXXX X. XXXXXX $111,300 $111,300.00 1
1051487 XXXXXX X. XXXXXXX $123,400 $123,400.00 1
1051500 XXXXX XXXXX $100,400 $100,400.00 1
1051527 XXXXX XXXXXX XX. $88,000 $88,000.00 1
1051608 XXXXXXXX XXXXXXXXXXXX $15,500 $15,406.09 1
1051609 XXXXXXX X. XXXXX $160,000 $160,000.00 1
1051613 XXXXXXX XXXXX $93,500 $93,500.00 1
1051614 XXXX X. XXXX $120,000 $120,000.00 1
1051632 XXXXX X. XXXXXXXX $103,000 $103,000.00 1
1051727 XXXXXX XXXXXXX $86,400 $86,400.00 1
1051768 XXXXXX XXXXXXXX XX. $148,500 $148,500.00 1
1051813 XXXXXXX XXXXXX $12,900 $12,900.00 1
1051818 ROMAN XXXXXXX XXXXXXX $105,000 $105,000.00 1
1051823 XXXXXX XXXXX $143,000 $143,000.00 1
1051837 XXXX X. XXXXXX $88,825 $88,825.00 1
1051874 XXXXX X. XXXXX-KIN $213,000 $213,000.00 1
1051889 XXXXX X. XXXXXX $90,000 $90,000.00 1
1051903 XXXXXXXX XXXX $83,000 $83,000.00 1
1051911 XXXXXXXX X. XXXXX $100,000 $100,000.00 1
1051916 XXXXXX X. XXXXX $88,800 $88,800.00 1
1051983 XXXXXXX X. JUNIOR $15,500 $15,500.00 1
1052012 XXXXXX X. XXXXXXXXX $83,400 $83,400.00 1
1052035 XXXXXX XXXXX XXXXXXXXX $80,000 $80,000.00 1
1052132 XXXXXXXXX XXXX $18,000 $18,000.00 1
1052141 XXXXXXX XXXXX $88,000 $88,000.00 1
1052178 XXXXXXX XXXXXXX XXXXXX $225,000 $225,000.00 1
1052180 XXXXXX XXXXXXXXX $100,000 $100,000.00 1
1052185 XXXXX XXXXX $18,000 $18,000.00 1
1052194 XXXXX XXXXXXX $184,500 $184,500.00 1
1052246 XXXXXXX X. XXXXXX $104,400 $104,400.00 1
1052248 XXXXXXX X. XXXX $13,073 $13,073.00 1
1052278 XXXX XXXXXXXXX $80,000 $80,000.00 1
1052280 XXXXXXX X. XXXXXXX $80,000 $80,000.00 1
1052368 XXXX XXXXXXX $88,000 $88,000.00 1
1052370 XXXXX XXXXX $16,000 $16,000.00 1
1052407 XXXX XXXXXXX $132,000 $132,000.00 1
1052409 XXXXX X. XXXXXXXXX $120,000 $120,000.00 1
1052427 XXXXX X. TILL $108,000 $108,000.00 1
1052440 XXXXX X. XXXXXXX $108,000 $108,000.00 1
1052445 XXXXX X. XXXX $106,000 $106,000.00 1
1052448 CHARLMOUS OFERRALL $90,000 $90,000.00 1
1052477 XXXX X. XXXXXXX $161,600 $161,600.00 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1052506 XXXX X. XXXXXX $172,800 $172,800.00 1
1052507 XXXXX XXXXX $154,000 $154,000.00 1
1052510 XXXXX X. XXXXXX $131,400 $131,400.00 1
1052517 XXXXXX XXXXXXX $17,000 $17,000.00 1
1052518 GREG0RY X. XXXXXX $15,000 $15,000.00 1
1052664 XXXX XXXXX $159,000 $159,000.00 1
1052714 KHEESHA X. XXXXX $93,321 $93,321.00 1
1052744 XXXXXXXXX X. XXXXXXXX $185,400 $185,400.00 1
1052766 XXXXX X. XXXXXXX $16,000 $16,000.00 1
1052807 XXXXXXXX XXXXXXXX $153,000 $153,000.00 1
1052841 XXXXXXX X. XXXXXX $15,000 $15,000.00 1
1052865 XXXXXX XXXXXXX $93,750 $93,750.00 1
1052872 XXXXXX XXXXXXX $93,750 $93,750.00 1
1052874 XXXXXXX CLOSE $136,000 $136,000.00 1
1052920 XXXXXXX X. X'XXXXXXX $107,000 $107,000.00 1
1052976 XXXXXXXX X. XXXXXX $15,000 $15,000.00 1
1052984 XXXXXX XXXXX $84,575 $84,575.00 1
1053014 XXXXX N. T. XXXX $101,600 $101,600.00 1
1053094 XXXXXX PACK $18,750 $18,750.00 1
1053119 XXXXX XXXXXXX $84,000 $84,000.00 1
1053235 XXXXXX XXXXX $20,320 $20,320.00 1
1053328 XXXXX X XXXX N/K/A XXXXX $165,000 $165,000.00 1
1053337 XXXXX X. XXXX N/K/A XXXXX $105,700 $105,700.00 1
1053361 XXXXXXX XXXXX $89,500 $89,500.00 1
1053363 XXXXXXX XXXXXXX $189,000 $189,000.00 1
1053367 XXXXX X. XXXXXXX $95,000 $95,000.00 1
1053394 XXXXX XXXXXXX $80,000 $80,000.00 1
1053426 XXXXX X. XXXXX XXXXXX $202,500 $202,500.00 1
1053542 XXXXXXXX XXXXX $106,250 $106,250.00 1
1053543 XXXXXX X. XXXXXXX $166,500 $166,500.00 1
1053549 XXXXXXXX X. XXXXXX $140,000 $140,000.00 1
1053551 XXXXXXX TREGLOWD $148,500 $148,500.00 1
1053651 XXXXXXX X. XXXXXXX $136,000 $136,000.00 1
1053710 XXXX X. XXXXXXXX $85,500 $85,500.00 1
1053718 XXXXX XXXXXX $99,000 $99,000.00 1
1053768 XXXXX XXXXXX XXXXXX III $84,000 $84,000.00 1
1053776 XXXX X. RACE $140,200 $140,200.00 1
1053780 XXXX X. XXXXXXX $15,000 $15,000.00 1
1053785 XXXXX CAPE $88,000 $88,000.00 1
1053890 XXXXXXX XXXXXXXX $145,600 $145,600.00 1
1053824 XXXXXXX X. XXXXXXX $110,700 $110,700.00 1
1053963 XXXXXX X. XXXXX $20,200 $20,200.00 1
1054014 XXXXX XXXXX $94,500 $94,500.00 1
0000000 XXXXXXXX X. XXXXX $105,300 $105,300.00 1
1054122 XXXXXXXXXX XXXXXX $181,800 $181,800.00 1
1054171 XXXXXX X. XXXXXXXX $87,630 $87,630.00 1
1054173 XXXXX X. XXXXXXXX $115,000 $115,000.00 1
1054198 XXX X. XXXXX $179,350 $179,350.00 1
1054199 XXXXXXX XXXXXX $133,000 $133,000.00 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1054203 XXXXXX XXXXXX $108,000 $108,000.00 1
1054204 XXXXXXX X. XXXXXXXX $11,000 $11,000.00 1
1054209 XXXXXXXX X. XXXXXXX $90,000 $90,000.00 1
1054369 XXXXXXX X. XXXXXXXXXX $87,500 $87,500.00 1
1054374 XXXXXX XXXXX $160,000 $160,000.00 1
1054389 XXX XXXXXXX $85,000 $85,000.00 1
1054404 XXXXXX XXXXXX $13,000 $13,000.00 1
1054566 XXXXXXXX BISHUNAUTH $189,000 $189,000.00 1
1054846 XXXXX X. XXXXX XX $13,000 $13,000.00 1
1054866 XXXXXXX X. XXXXX $106,600 $106,600.00 1
1054956 WICLIFF XXXX $180,000 $180,000.00 1
1055028 XXXXX XXXX $184,875 $184,875.00 1
1055038 XXXXXXX XXXXXX $165,000 $165,000.00 1
1055043 XXXXXX XXXXX $86,100 $86,100.00 1
9013079 XXXXXX X. XXXXXX $20,300 $20,200.23 1
9013122 XXXXXX X. XXXXXXX $17,000 $16,949.36 1
9013232 XXXXX X. XXXXXXX XX. $20,000 $19,777.23 1
9013381 XXXXX X. XXXXXXX $79,800 $79,799.19 1
9013383 XXXX X. XXXXXXX $10,100 $9,792.27 1
9013384 XXXXX X. XXXXXXXX XX. $110,600 $110,212.46 1
9013389 XXXXXXX XXXX XXXXX $20,000 $19,515.60 1
9013406 XXXX X. XXXXXXXXX $20,000 $19,767.42 1
9013441 XXXXXX X. XXXXXXXXXX $110,500 $110,500.00 1
9013458 XXXXXX XXXX $20,244 $20,137.27 1
9013490 XXXXXXX XXXXXXX XXXXX $20,400 $20,323.43 1
9013506 XXXXXXXX X. XXXXXXX XX. $141,000 $140,047.74 1
9013510 XXXXXXX X. XXXXX $19,500 $19,353.78 1
9013536 XXXXXXX X. XXXXXXXX $14,000 $13,986.50 1
9013549 XXXXXXX X. X'XXXXX $14,750 $14,333.10 1
9013550 XXXXXXX X. XXXX XX. $158,300 $156,233.82 1
9013561 XXXXXXX X. XXXXXXXXX $110,000 $109,395.76 1
9013578 XXXXXXXXX XXXXXX $20,000 $19,854.48 1
9013599 XXXX X. XXXXXX $140,000 $139,855.64 1
9013608 XXXXXXXX XXXXXXX $11,000 $11,000.00 1
9013614 XXXXXXXX X. XXXXXX $116,000 $115,483.23 1
9013620 XXXXX XXX XXXXXXX $103,000 $103,000.00 1
9013626 XXXXXX X. XXXX XX. $12,500 $12,448.61 1
9013627 XXXXXXXX XXXXXXXXX $100,000 $99,020.07 1
9013638 XXXXXXX X. XXXXXXXX $17,500 $17,500.00 1
9013639 XXXXXX XXXXXX $80,000 $79,903.13 1
9013642 XXXXXXX X. XXXXXXX $96,000 $95,584.80 1
9013648 XXXXXXX X. XXXX XX. $19,900 $19,740.26 1
9013649 XXXXXX X. XXXXXXX $16,402 $16,402.43 1
9013697 XXXXXX X. XXXX $19,450 $19,341.70 1
9013707 XXXXX X. XXXXX $15,000 $15,000.00 1
9013710 XXXX XXXXXX $15,000 $14,874.15 1
9013713 XXXX XXX XXXXXXXX $16,500 $16,500.00 1
9013716 XXXXXXXXXX LOVE $13,500 $13,500.00 1
9013730 XXXXXX X. XXXXXXXX $97,775 $97,775.00 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
9013733 XXXXXXX XXXXXXXX $86,000 $86,000.00 1
9013762 XXXX X. XXXXXXX $85,000 $85,000.00 1
9013784 XXXXXXX XXXXXXX $106,200 $106,200.00 1
9013794 XXXX XXXXX $10,000 $10,000.00 1
9013796 XXXXX X. XXXXXXX, TRUSTEE $165,000 $165,000.00 1
9013812 XXXXX XXXXXXXX $100,000 $100,000.00 1
9013822 XXXXX X. XXXX $17,000 $17,000.00 1
3100000938 XXXXXXX FATOURAS $240,000 $240,000.00 1
3000000184 XXXXXXX X. XXXXXX $182,000 $181,966.64 1
3000000188 XXXXXX XXXXXXX $114,750 $114,431.87 1
3000000202 XXXXXXX XXXXXXXXX $82,500 $82,288.72 1
3000000206 XXXXX X. XXXXXX $193,500 $193,500.00 1
3000000215 XXXXX XXXXX $81,000 $81,000.00 1
0000000000 XXXXXXX XXXXXXX $162,900 $162,900.00 1
0000000000 XXXXXXX X. XXXXX $85,000 $85,000.00 1
3000000226 XXXXXX XXXXXXX $92,000 $92,000.00 1
3000000229 XXXXXX DOS XXXXXX $166,500 $166,500.00 1
3000000236 XXXX X. PARIS $112,200 $112,200.00 1
3019800662 XXXXXX XXXXXX $188,700 $188,700.00 1
3019800733 XXXXX XXXXX $87,000 $86,903.53 1
3019800794 XXXXXXX XXXXXXXX $91,000 $90,792.54 1
3019800830 XXXXXXX XXXXXXXX $85,000 $85,000.00 1
0000000000 XXXXXX X. XXXXX, XX. $83,250 $83,236.85 1
3019806393 XXXXX XXXXXXX COLES SR. $83,720 $83,720.00 1
3019806733 XXXXX X XXXXXXXX $84,000 $84,000.00 1
3019806750 XXXXX XXXXXXXX $90,000 $89,650.76 1
3019806812 XXXXXX XXXXXXXX $112,500 $112,500.00 1
0000000000 XXXXX X. XXXXX $93,000 $93,000.00 1
3019806910 XXXXXXXXX X. XXXXXXXX, XX $200,000 $200,000.00 1
3019806915 XXXXXX X. XXXXXXXXXX $19,000 $18,990.82 1
0000000000 XXXXX X. XXXXX $163,200 $163,177.69 1
3019807024 XXXXX XXXXXXXXXXX $95,200 $95,068.04 1
3019836060 XXXXX XXXXX $138,000 $137,997.01 1
3019838491 XXXXXX XXXXX $19,600 $19,569.30 1
3019838811 XXXXXX XXXXXXXX $107,250 $107,101.33 1
3019839632 XXXXXXX XXXXXXXXX $221,000 $221,000.00 1
3019840403 XXXXXX XXXXXXXXX $93,600 $93,600.00 1
3019840467 XXXXXXX XXXXXXX $102,400 $102,400.00 1
3019841082 XXXXXX XXXXXXX $104,000 $104,000.00 1
3019841221 XXXXXXX LONDON $107,000 $106,733.28 1
3019841355 XXXXX X. XXXXXX $91,800 $91,753.88 1
3019841359 XXXXXXX XXXXXX $108,800 $108,727.68 1
3019841384 XXXXXXX XXXX $118,400 $118,366.80 1
0000000000 XXXX XXXXXX $83,000 $82,937.27 1
3019841425 XXXXXXX XXXXXXXX $131,750 $131,750.00 1
3019841434 XXXX XXXXXX $140,000 $140,000.00 1
3019841435 XXXX XXXXXXXXX $86,250 $86,250.00 1
3019841534 XXXXXX X. XXXXX III $119,000 $118,871.40 1
3019841605 XXXXX XXXXXXXXX $138,000 $137,752.40 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
3019841609 XXXXXX XXXXXX $119,000 $118,700.88 1
3019841610 XXXXXX XXXXXXX $97,750 $97,708.58 1
3019841628 ANDRE XXXX XXXXX $89,600 $89,600.00 1
3019841631 XXXXXX XXXXXXX $221,859 $221,859.00 1
0000000000 XXXXXXXXX XXXXXXX XXXXXX $100,000 $99,994.01 1
3019841711 XXXXXXX X. XXXX, XX. $118,400 $118,200.23 1
3019841786 XXXXXX CARAMBA-XXXXX $156,000 $156,000.00 1
3019841847 XXXXXXX XXXXXXX $112,200 $112,074.23 1
3019841860 XXXX XXXXXX $105,600 $105,600.00 1
3019841872 XXXXXX X. XXXXX $160,000 $160,000.00 1
3019841962 XXXXXXX XXXXX BIERA $88,000 $87,991.12 1
3019841965 XXXXX XXXXXXXXXXX $116,600 $116,405.72 1
3019841986 XXXXXX XXXXXX $116,000 $116,000.00 1
3019841990 XXXXXX XXXXXXXXX $109,350 $109,194.06 1
3019892339 XXXXXXX X. XXXXXXX $108,000 $108,000.00 1
0000000000 XXXXX X. XXXX, XX. $152,915 $152,915.00 1
3019892409 XXXXXXXX X. XXXXXX $94,710 $94,475.75 1
3019892522 XXXXXX X. XXXXX XX. $89,250 $89,250.00 1
3019892526 XXXXXX XXXXXXXXX XXXXXX $131,750 $131,750.00 1
3019900831 XXXXX XXXXX $104,400 $104,400.00 1
3019900838 XXXX X. XXXXXX $152,000 $152,000.00 1
3019904704 XXXXXXXX X XXXXXX $172,700 $172,700.00 1
3019904741 XXXXXX X. XXXXX $136,000 $136,000.00 1
3019904912 XXXXXXX X. XXXXX $118,800 $118,800.00 1
3019906972 XXXXX LOVE $12,000 $12,000.00 1
3019907017 XXXXX XXXXXX $120,000 $120,000.00 1
3019907099 XXXXX X. XXXXXXXXXX $90,000 $90,000.00 1
3019907131 XXXXXX X. XXXXXXX $135,000 $135,000.00 1
3019907155 XXXXXXX XXXXXX $107,950 $107,950.00 1
3019907168 XXXXXX XXXXXXXX $175,100 $175,100.00 1
3019907193 XXXX X XXXXXXXX $95,200 $95,200.00 1
3019907198 XXXXX X. XXXX $92,000 $92,000.00 1
3019907337 XXXXXXX XXXXX MUHAMMAD $148,500 $148,500.00 1
3019940346 XXXXXX XXXXX $18,000 $17,807.12 1
3019941765 XXXXX X. XXXXXXX $98,175 $98,175.00 1
0000000000 XXXXXXX XXXXX $212,000 $212,000.00 1
3019941894 XXXXXX XXXXX $145,000 $145,000.00 1
3019941959 XXXXX XXXXXXX XXXXXXXXX M $12,600 $12,600.00 1
3019941961 XXXXXXXXX XXXXXXXXX $161,100 $161,100.00 1
3019941985 XXXXXXX X.XXXXX $180,000 $180,000.00 1
3019942043 XXXXXXXXX XXXXXXXX $148,750 $148,750.00 1
3019942050 XXXXXX XXXXX $119,000 $119,000.00 1
3019942116 XXXX XXXXXXXXXXX $130,500 $130,500.00 1
3019942155 XXXXXXXXXXX XXXXXX $120,000 $120,000.00 1
3019942188 XXXXXX XXXXXXX $112,500 $112,500.00 1
3019942201 XXXXXX X X'XXXXXX $95,200 $95,200.00 1
3019942231 XXXXXX XXXXXXXX $104,800 $104,800.00 1
3019942269 XXXX XXXXXX $183,750 $183,750.00 1
3019942293 XXXXXX XXXXXXX $103,700 $103,700.00 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
3019942369 XXXXXX X. XXXXXXX $136,000 $136,000.00 1
3019942388 XXXX XXXXXXXX $104,000 $104,000.00 1
3019942460 XXXXXX X. XXXXXXX $193,000 $193,000.00 1
3019942469 XXXXX XXXXXXXXXX $180,000 $180,000.00 1
3019992448 XXXX X. XXXXXXXXX $120,000 $120,000.00 1
3019992474 XXXXXXX X. XXXXXX $92,450 $92,450.00 1
3019992527 XXXXXXX X. XXXXXX $116,500 $116,500.00 1
3019992568 XXXXXXX X. XXXXXXXX $147,000 $147,000.00 1
3039904851 XXXXXXX X. XXXXXXX $11,668 $11,668.00 1
3039907300 XXXX X. XXXXXXXX $14,736 $14,736.00 1
3039941783 XXXXXXX X. XXXXXXXX $14,881 $14,881.00 1
3039942083 XXXXXX XXXX $91,250 $91,250.00 1
0000000000 XXXXXX XXXX $113,900 $113,660.25 1
3100003231 XXXXXXX X. XXXXXXXX $136,350 $136,350.00 1
3100003282 XXXXXXX X. XXXXXXX $93,000 $92,440.58 1
3100003289 XXXXX X. XXXXXXXXX $101,700 $101,413.49 1
3100003310 XXXXX X. XXXXXXX $142,500 $142,500.00 1
3100003351 XXXX X. XXXXXXX $82,500 $82,251.51 1
3100003399 XXXXX XXXXX $15,000 $14,897.34 1
3100003435 XXXXXXX XXXXXXX $12,950 $12,865.59 1
0000000000 XXXXX XXXXXXXXX $80,000 $79,888.65 1
3100003515 XXXXXXXX X. XXXXXX $15,000 $15,000.00 1
3100003563 XXXXXX X. XXXXX $16,400 $16,400.00 1
3100003569 XXXXXX XXXXX $155,000 $155,000.00 1
3100003579 XXXXXX X. XXXXXX $132,000 $132,000.00 1
3100003597 XXXXX X. XXXXXXXXXXXX $121,300 $121,277.95 1
3100003632 XXXXXX X. XXXXXXXX $167,090 $167,090.00 1
3100003644 XXXXXX X. XXXXXX $10,000 $9,988.50 1
3100003691 XXXXX XXX XXXXX $100,000 $99,725.29 1
3100003705 XXXXXX X. XXXXXX $89,600 $89,390.68 1
3100003781 XXXXXX X. XXXXXXXX $12,000 $12,000.00 1
3100003793 XXXXXXX X. XXXXXX XX. $225,000 $224,620.38 1
3100003794 XXXXX X. XXXXX $15,000 $15,000.00 1
3100003851 XXXXX XXXXXXXX $230,400 $230,400.00 1
3100003874 XXXX X. XXXXXXXX $17,829 $17,829.00 1
3100003894 XXXXX XXXXXX $119,000 $119,000.00 1
3100003900 XXXX X. XXXXXX $90,000 $90,000.00 1
3100003902 XXXXXXX X. XXXXXX XX. $109,055 $108,750.08 1
0000000000 XXXX X. XXXXX $17,700 $17,700.00 1
3100004018 XXXXXX X. XXXXXX $96,000 $96,000.00 1
3100004038 XXXX X. XXXXXXX $103,500 $103,500.00 1
3100004128 IRIS XXXXX XXXXXXX $119,000 $119,000.00 1
0000000000 XXXXXXX X. XXXXXX $152,800 $152,800.00 1
3100004158 XXXXXXX X. XXXXXX $163,200 $163,200.00 1
3100004161 XXX XXXXXXXX $144,000 $144,000.00 1
3100004184 XXXXXXXX XXXXXXXXX $110,500 $110,500.00 1
3100004251 XXXXXX X. XXXXXXXXX $230,000 $230,000.00 1
10125 XXXXXX XXXXXXX $72,000 $72,000.00 2
10276 XXXXXXX CONSTRUCTION INC. $50,000 $49,776.78 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
10317 XXXXXXX XXXXX $60,000 $59,705.49 2
10319 XXXXX X. XXXXX $39,000 $38,912.50 2
10320 NATILI NURSERY, INC. $60,000 $59,892.04 2
10321 XXXXXX XXXX XXXXXXX $22,000 $22,000.00 2
10322 XXXXXX XXXXXXX $31,000 $30,834.06 2
10324 XXXXX X. XXXXXXX XX. $25,000 $25,000.00 2
10325 KELLY'S SHEET METAL, INC. $75,000 $75,000.00 2
10327 XXXXX X. XXXXXXX $38,000 $38,000.00 2
10332 XXXXXX/XXXXXXXXX CONSTRUC $30,000 $29,946.85 2
10335 BERLIN MOTOR CARS L.L.C. $20,000 $20,000.00 2
10338 CHIPPEWA WINDOW AND DOOR $20,000 $20,000.00 2
10340 XXXXX XXXX XXXX $130,000 $130,000.00 2
10341 XXXXXX X. XXXXXX $65,000 $64,883.04 2
00000 XXXXXXXXX & XXXXXXX, INC. $40,000 $39,999.09 2
10344 TRADITION, L.L.C. $61,000 $60,510.92 2
10346 XXXXXX XXXXXXX $30,000 $30,000.00 2
10348 DITOMA CONTRACTING, INC. $50,600 $50,374.10 2
10351 D. & S. IMPROVEMENT, INC. $35,000 $34,952.55 2
10352 XXXXXXX X. SANTA XXXXX XX $20,000 $20,000.00 2
10353 XXXXXXX X. XXXXXX $21,000 $20,878.95 2
10354 XXXXXXX AND SONS, INC. $45,000 $44,938.61 2
10357 XXXXXX X. XXXXX $45,000 $44,939.01 2
10360 XXXXX XXXXXXXXXX $31,000 $30,875.59 2
10362 XXXX XXXXX $43,000 $43,000.00 2
00000 XXXXXX XXXXXXX $33,000 $33,000.00 2
10366 XXXXXX X. XXXXXXX $60,000 $60,000.00 2
10370 XXXXX XXXXX $68,000 $68,000.00 2
10374 SWEET BRIER BED AND BREAK $55,000 $54,583.45 2
10376 XXXX X. XXXXXXX $30,000 $30,000.00 2
10378 XXXXXX XXXXXX $44,000 $43,432.24 2
10380 XXXX X. XXXXXX $30,000 $30,000.00 2
10381 XXXXXXX X. XXXXXXXXX $23,000 $23,000.00 2
10386 XXXXX XXXXXXXXXX $70,000 $70,000.00 2
10388 XXXXXX X. XXXXXX $70,000 $70,000.00 2
10390 XXXXXXX XXXXXX $35,000 $35,000.00 2
10392 KOENEMUND ENTERPRISES, IN $45,000 $45,000.00 2
10393 XXXXXXX X. XXXXXX $29,000 $29,000.00 2
10394 XXXXXXX XXXXX $40,000 $40,000.00 2
10396 XXXXXX XXXXX $20,000 $20,000.00 2
10398 MID-ISLAND REAL ESTATE, I $45,000 $44,599.22 2
10399 XXXX XXXXXXX & SON AUTO S $40,000 $40,000.00 2
10401 XXXXXX X. XXXXXXXXXX XX. $125,000 $125,000.00 2
10404 XXXXX CLEANING, INC. $20,000 $20,000.00 2
00000 XXXXXX XXXXXXXX $56,000 $56,000.00 2
10409 XXXX X. XXXXXX $37,000 $37,000.00 2
10416 GLEN ROCK TAVERN, INC. $69,000 $69,000.00 2
10424 JOSEPH E. MILLER $28,000 $28,000.00 2
8882111 PAUL D. ALFIERI JR. $55,000 $54,949.89 2
8882112 THE REAL MCCOY HERB SHOP, $25,000 $24,988.33 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
8882114 UNIVERSAL TOOL REPAIRS, I $30,000 $30,000.00 2
8882120 LULA L. KING $40,000 $39,910.25 2
8882121 ENTECH PARTNERSHIP $42,000 $42,000.00 2
8882122 356 7TH STREET CORP. $129,000 $128,412.24 2
8882123 JEAN E. WILSON $45,000 $44,898.65 2
8882132 ARCHITECTURAL WOOD PRODUC $53,500 $53,500.00 2
8882136 STEVEN G. GENTRY $22,000 $22,000.00 2
8882140 JOSE LOPEZ $55,000 $55,000.00 2
8882142 HOUCK BUSINESS FORMS, INC $55,000 $55,000.00 2
8882143 OMEGA'S FASHIONS, INC. $24,000 $24,000.00 2
8882144 LE LOOK OPTICAL, INC. $35,000 $35,000.00 2
8882146 R & T RENTALS, INC. $65,000 $65,000.00 2
8775 J W PARKS HOME IMPROVEMEN $43,000 $42,559.71 2
10433 SAMANTHA CHU-CHENG $35,000 $35,000.00 2
8882149 LALER REALTY, INC. $78,000 $78,000.00 2
10434 MICHAEL E. ORTIZ $28,000 $28,000.00 2
10435 ROBERT R. VOYTON $20,000 $20,000.00 2
8882153 DOROTHY E. ENRIQUEZ $30,000 $30,000.00 2
10294 VILLA REGINA CATERERS, IN $40,000 $39,519.39 2
10298 DANIEL LAWRENCE $250,000 $250,000.00 2
10318 DAVE'S REPAIR SHOP, INC. $260,000 $259,618.21 2
10329 GREATER BALTIMORE RECORD $350,000 $350,000.00 2
10363 ZENON CHRISTOFOROU $275,000 $275,000.00 2
10369 MAN-NAN 878 CORP. $250,000 $250,000.00 2
10400 STEVE'S DEEPWATER MARINA, $250,000 $250,000.00 2
10421 THOMAS M. KINNEY SR. $32,000 $32,000.00 2
8882118 WE-KILL PEST CONTROL, INC $80,000 $79,962.65 2
8882101 PATRICIA KNIGHT, INC. $63,000 $63,000.00 2
10268 NIGHT LIFE BAR & GRILLE, $300,000 $300,000.00 2
1042110 IRANOR FALDOR $54,500 $54,389.15 2
1042715 LINDA JUSTIN $65,250 $65,138.56 2
1043181 JOHN G. DAVIS $63,000 $63,000.00 2
1043407 RICHARD RAY LEE $37,125 $37,125.00 2
1043724 MARK E. GEORGE $21,150 $21,150.00 2
1043757 HORACE LOWE $37,000 $37,000.00 2
1043758 CHAUNCEY SULLIVAN $24,750 $24,750.00 2
1044072 LOFTON HULL $49,500 $49,431.75 2
1044094 VERA JORDAN $74,000 $73,832.40 2
1044113 ELEANOR JACKSON $33,000 $33,000.00 2
1044609 BENJAMIN WILLIAMS $36,000 $36,000.00 2
1044689 CELIA B VARGAS $124,500 $124,500.00 2
1044743 KEITH J. CALDWELL $42,000 $41,992.83 2
1044878 ROSE MARIE MCGEARY $31,500 $31,447.26 2
1045069 JESSE ESPARZA $30,000 $29,842.87 2
1045084 JAIME BELLO $70,000 $69,959.69 2
1045094 DEBORAH HOLMES $51,000 $50,910.03 2
1045111 ANTHONY KOSIENSKI JR. $250,000 $250,000.00 2
1045146 JANET R. MOURADIAN $35,000 $34,958.51 2
1045228 PATRICIA MONROE $37,500 $37,500.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1045435 JOHN R. SCUELLO $282,000 $280,765.55 2
1045488 STEPHEN M. ABIUSO $72,600 $72,600.00 2
1045692 CHARLES B. STEWARD $64,000 $63,929.60 2
1045695 MARINE MARTIN $45,000 $45,000.00 2
1045711 ANDREA LORETTA DACOSTA $48,000 $47,736.65 2
1045755 RAYBURN EUGENE ADAMS II $59,850 $59,850.00 2
1045771 NELSON G. ANCRUM $49,600 $49,600.00 2
1045787 JOSEPH RODIA $37,500 $37,429.13 2
1045917 CHARLES T. WIMPY JR. $74,000 $74,000.00 2
1045947 JOHN S. LESSER $22,000 $21,856.42 2
1046078 CATHARINE A TAYLOR BY HER $61,200 $61,200.00 2
1046163 JEFFREY SMITH $60,000 $59,980.23 2
1046187 WILLIAM M. TINGLER $37,800 $37,800.00 2
1046190 ANNA CIRRONE $47,000 $46,947.70 2
1046248 MILDRED V. BIBBS $25,000 $24,993.87 2
1046250 RICK E. DAVID $67,200 $67,200.00 2
1046268 CATHERINE A. O'BRIEN $249,500 $249,442.46 2
1046284 MARY D. BOYD $63,000 $62,884.07 2
1046295 DWAYNE LOCKMAN SR. $39,000 $39,000.00 2
1046300 NOEL A. STRAW $72,000 $71,974.43 2
1046303 ARTHUR W. JOHNSON $78,000 $77,974.30 2
1046306 MATTHEW SHEFFIELD $40,000 $39,970.50 2
1046329 JOHN LEACH $62,400 $62,400.00 2
1046364 JULIA ARNOLD $64,000 $64,000.00 2
1046376 MARTIN R. COHEN $38,665 $38,545.86 2
1046383 DARYL G. DEW $68,000 $67,557.67 2
1046476 JOHN THOMAS STROUP $48,000 $48,000.00 2
1046489 FIRAS RIMAWI $35,500 $35,500.00 2
1046500 ANGELA V. JAY $25,000 $24,922.36 2
1046591 ERROL SUBARAN $35,000 $35,000.00 2
1046661 GARY D. FREULER SR. $22,500 $22,500.00 2
1046667 RONALD J. RICHARDS $76,500 $76,461.77 2
1046705 CHRISTINE R. CANTER $53,100 $53,100.00 2
1046713 WILLIAM RIVERA $72,000 $72,000.00 2
1046740 HAROLD JOHNSON $43,200 $43,200.00 2
1046746 SARAH OLIVIA WILLIAMS SHO $68,000 $67,998.94 2
1046778 MARY JO SEWELL $47,600 $47,565.37 2
1046795 MARVIN ULYSSES BATEMAN $57,100 $57,100.00 2
1046812 PAUL A. HENRY $72,000 $72,000.00 2
1046833 SHERMAN POYTHRESS $40,000 $40,000.00 2
1046848 LINDA GRAVES MANGUM $67,500 $67,327.95 2
1046859 THEODORE L. PACK JR. $35,000 $35,000.00 2
1046867 JOAN THERESA SCOTT CLARK $32,000 $31,982.16 2
1046877 GEORGE W. LOFLAND $77,400 $77,400.00 2
1046902 DIANE L. KING $27,200 $27,200.00 2
1046909 PAMELA J. PERRY $71,550 $71,550.00 2
1046919 VICENTE A. DELACRUZ $73,800 $73,800.00 2
1046935 BRENDA GREENE $66,427 $66,376.44 2
1047000 DARRELL D. WINN $61,300 $61,233.57 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1047065 SAMUEL TEEL $25,000 $24,903.57 2
1047075 LAMAR WATKINS $56,000 $56,000.00 2
1047081 ADELINA MARIE P. KUHL $40,000 $40,000.00 2
1047087 RETHA PERRY $45,000 $44,850.40 2
1047094 JAMES P. MITCHELL $53,700 $53,673.48 2
1047101 KRISTINA HNYDA $61,750 $61,750.00 2
1047138 BRIAN S. RUSSELL $64,350 $64,350.00 2
1047166 DEBRA LONDON SHAPIRO $29,272 $29,272.00 2
1047171 JUDITH H. EDLIN $54,500 $54,385.57 2
1047183 JAY CEE CHAMPION $40,000 $39,997.09 2
1047212 MILDRED UPSHAW $21,600 $21,600.00 2
1047233 WILLIAM JANOS III $45,000 $44,980.41 2
1047245 VICTORIANO RIVERA $30,000 $29,732.53 2
1047271 ANA SHOUMATOFF $125,000 $124,792.18 2
1047273 BRIAN E. DEWITT $50,000 $49,917.76 2
1047276 FLORENCE SHORE $36,100 $36,100.00 2
1047290 DEAN EVERETTE LAIL $42,500 $41,918.75 2
1047301 MARY LYNN FLANIGAN $40,000 $39,798.93 2
1047305 KEITH G. KEENER $75,150 $74,965.37 2
1047310 ROBERT J. SMITH $56,100 $55,921.05 2
1047315 WINIFRED D. DIXON $39,100 $39,056.64 2
1047339 ANTHONY SCAFIRO JR. $65,700 $65,250.17 2
1047354 DEWITT CARTHAN JR. $37,750 $37,695.80 2
1047394 MARLON THOMPSON $127,500 $127,498.36 2
1047398 ANTHONY D. JARRELL $60,350 $60,226.12 2
1047399 DAVID A. CALVANO $70,000 $70,000.00 2
1047402 ALLAN S. PALAIS $71,200 $70,891.82 2
1047439 EDWARD MEYER $62,720 $62,424.65 2
1047445 DARYL H. BLACK $77,000 $76,961.11 2
1047467 ETHEL MAE CARTER $72,500 $72,341.54 2
1047497 RICHARD A. DALTON $43,350 $43,264.83 2
1047524 LOUEDA M. KENNEDY $48,150 $48,146.91 2
1047549 RONNIE C. MCLEAN $127,500 $127,358.55 2
1047572 GERARDO I. SOLARTE $69,700 $69,644.49 2
1047618 TRISTAN COOLEY $65,700 $65,700.00 2
1047629 ROBERT E. MCCORMACK $34,000 $33,889.92 2
1047647 JAMES T. BROADWATER $48,000 $47,780.61 2
1047699 SPENCER BAUCOM $48,400 $48,400.00 2
1047763 WALTER J. TOMES $66,000 $65,959.63 2
1047773 PHILIP E. WALKLET $40,500 $40,296.58 2
1047782 WILMER GILYARD JR. $58,500 $58,500.00 2
1047802 SHIRLEY BURTS $64,800 $64,786.79 2
1047811 DIANA M. KECK $39,500 $39,444.68 2
1047842 ELAINE T VAUGHN $65,500 $65,369.96 2
1047850 MARIA D. FERNANDEZ $70,000 $69,696.93 2
1047881 MATTHEW L. SETTING $33,000 $33,000.00 2
1047891 KINGSEL MCKENZIE $22,900 $22,884.51 2
1047932 RYAN KEITH WILLIAMS $129,600 $129,600.00 2
1047943 GLORIA T. FRATONI $76,000 $75,822.08 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1047956 MICHAEL D' AMELIO $41,000 $40,861.20 2
1047973 ROLLEN E. FISHER SR. $45,000 $44,938.14 2
1047996 MATTHEW J. SPAHIC $35,000 $34,905.60 2
1048000 DORIS PAIGE $20,000 $20,000.00 2
1048002 RAQUEL RAELENE SCIBETTA $63,000 $62,954.05 2
1048018 CLAUDIO BRIANTE $20,000 $20,000.00 2
1048033 GEORGE CLARY $51,000 $50,798.91 2
1048035 SUSAN K. KENDIG $26,000 $25,848.01 2
1048038 WALTER D. KINCAID $28,000 $28,000.00 2
1048075 JOSEPH M. BASILE $52,000 $52,000.00 2
1048082 CHRISTOPHER R. GEDNEY $33,480 $33,329.04 2
1048083 JOAN K. LEFF $35,000 $35,000.00 2
1048095 WARREN LIGHT $100,000 $99,990.83 2
1048107 KYLE HOLMBECK $55,000 $54,918.76 2
1048111 GEORGE L. KINIMONTH $245,000 $245,000.00 2
1048116 MARTIN R. COHEN $38,500 $38,500.00 2
1048144 FRANK RUSSO $50,000 $49,816.52 2
1048153 MICHAEL P. BUTLER $127,500 $127,500.00 2
1048159 JACQUELINE MALASZECKI $21,000 $20,983.37 2
1048176 MARTHA ROBERTS $45,000 $44,652.29 2
1048191 ROBERT NOACK $32,645 $32,645.00 2
1048197 CHARLES F. HUSTED $45,000 $45,000.00 2
1048198 SEAN M. DEEGAN $43,000 $43,000.00 2
1048206 BETTY MCEWEN $35,000 $34,880.89 2
1048231 MARY A. CELIS $37,000 $36,905.77 2
1048252 VINCENZO SCHIANO- DI-COLA $30,000 $29,803.20 2
1048262 RONALD W. MILLSPAUGH $66,300 $66,089.27 2
1048269 WILLIAM A. MATTHEWS $75,000 $74,773.97 2
1048275 JEAN A. DAVIS $76,500 $76,477.88 2
1048287 STEVE L. GRAY $62,800 $62,746.74 2
1048293 THELMA GRAY $48,000 $47,962.36 2
1048303 MARY E. HARMON $22,000 $22,000.00 2
1048311 RODNEY ROLLE $33,600 $33,555.63 2
1048321 KATHLEEN NISTOCK $45,000 $44,878.33 2
1048330 LOUISE T. WILLIAMS $55,540 $55,512.57 2
1048342 STEVEN W. DUNBAR $52,000 $51,900.23 2
1048344 BARBARA ANNE CLUCAS $56,000 $55,894.74 2
1048366 BARBARA H. MORGAN $20,359 $20,359.00 2
1048377 JODIE T. COLELLA $129,000 $128,681.29 2
1048390 PAM VANGROUW $25,000 $24,665.74 2
1048396 JEFFREY R. HECHT $25,000 $25,000.00 2
1048403 FRANK GIORDIANO $20,000 $20,000.00 2
1048411 MARLENE DUVIVIER $40,000 $40,000.00 2
1048417 KENNETH V. BRONSON $38,500 $38,404.21 2
1048427 JAMES J. DOUGHERTY $52,000 $51,754.43 2
1048428 NELSON G. ANCRUM $26,250 $26,250.00 2
1048432 VIET THANH NGUYEN $51,082 $51,082.00 2
1048448 CATHERINE M. PALUMBO $72,000 $71,870.32 2
1048454 ALEXANDER WILLIAM DUNLOP $68,000 $68,000.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1048462 BETTY L. DUNLEAVY $33,000 $32,819.65 2
1048464 MARION WILLIAMS $59,600 $59,600.00 2
1048478 CHARLES F. HUSTED $37,600 $37,600.00 2
1048558 GLORIA THOMAS $36,000 $35,950.69 2
1048572 MARA GOMOLKA $21,300 $21,195.20 2
1048639 JAMES T. DUNMEYER $38,000 $37,884.44 2
1048641 MELVIN T. AUGHTMAN $31,300 $30,974.80 2
1048646 BRIAN D. SNOOK $21,000 $20,868.31 2
1048652 JENNIE L. FENTOS $50,000 $49,810.25 2
1048680 DAMION L. BARBER $40,000 $39,822.00 2
1048682 RODRINA Y. AARON $55,250 $55,222.25 2
1048687 WILTON R. MASSENGILL JR. $250,000 $250,000.00 2
1048704 ELLIS L. VIRGLE $55,180 $55,180.00 2
1048740 NEAL J. HUGHES $20,000 $20,000.00 2
1048745 JAMES E. WHITE $54,900 $54,875.20 2
1048753 ETHELL TAYLOR $30,600 $30,600.00 2
1048806 GARY MULE $57,900 $57,900.00 2
1048840 DONNA L. DAVIS $40,000 $39,836.15 2
1048844 ALVIN LEVINE $68,000 $68,000.00 2
1048871 DIANA V. JACKOWSKI $50,500 $50,421.33 2
1048934 STEVEN M. HINKLE $25,000 $24,896.44 2
1048942 EMMALINE DODSON MCNEAL $62,000 $61,914.41 2
1048944 QUEEN E. BROWN $22,000 $22,000.00 2
1048946 JOHN KLEBAUR $58,000 $58,000.00 2
1048968 SHEILA B. GILLIAM $67,500 $67,177.78 2
1048971 BERNICE JORDAN $72,500 $72,497.86 2
1048974 EMMA JEAN R. RATLIFF $40,800 $40,800.00 2
1048980 FRANK EVERETT THOMPSON $60,000 $60,000.00 2
1048992 RONALD B. HAWCROFT $34,500 $34,500.00 2
1048999 JOHN E. FARNUM $21,100 $21,050.35 2
1049000 RAYMOND A. MINUTOLO $27,000 $26,914.44 2
1049006 CARLOS GEORGE SR. $40,000 $40,000.00 2
1049007 JAMES FREY $52,000 $52,000.00 2
1049032 ROBERT E. CLEVELAND $44,000 $44,000.00 2
1049059 SALLY HAYES MACKAY $30,000 $29,987.28 2
1049074 PHILOMENA M. FEDELE $70,000 $69,884.75 2
1049080 KAZI A. HOSSAIN $29,700 $29,675.29 2
1049096 THOMAS TENNIS JR. $32,000 $32,000.00 2
1049097 JANET D. CORNETT $53,550 $53,550.00 2
1049131 PRISCILLA A. JONES A/K/A $60,300 $60,300.00 2
1049140 WALTER I. AARON $61,750 $61,750.00 2
1049144 CYRIL VILLAFANA $65,000 $64,876.10 2
1049146 NANCY CARLISLE SCHUMACHER $63,750 $63,741.28 2
1049152 TIMOTHY PRICE $38,700 $38,700.00 2
1049160 MILLICENT PIERCE $48,750 $48,556.15 2
1049195 JEANETTE C. MOON $25,000 $24,975.94 2
1049225 JOANNE WOMBLE $72,000 $72,000.00 2
1049237 DAVID GROSS $25,000 $25,000.00 2
1049238 TERENCE SIKORYAK $25,000 $25,000.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1049282 ROB MARION $56,250 $56,250.00 2
1049321 BRUNO P. SIMONELLI $130,000 $130,000.00 2
1049394 JACQUELINE P. VALENTINE $70,000 $70,000.00 2
1049396 WALTER F. DEGROOT $20,000 $20,000.00 2
1049413 GARY PFAUTZ $33,300 $33,228.71 2
1049432 RICHARD BURGESS $43,650 $43,650.00 2
1049452 ANN NOLAN $27,500 $27,290.91 2
1049453 STEPHEN G. CAVALLO $28,000 $28,000.00 2
1049454 JOAN DOLORES BENNIS-SALLE $55,800 $55,516.00 2
1049491 ANNE Y. THROWER $31,000 $31,000.00 2
1049493 JOHN P. BROWN $20,000 $20,000.00 2
1049500 JAMES GEORGE HYDRO $30,400 $30,400.00 2
1049533 BARBARA ELIZABETH DOMRASE $60,000 $60,000.00 2
1049535 PAUL CHRISTIAN $65,700 $65,606.50 2
1049539 FRANK PASHEL $67,500 $67,500.00 2
1049563 DONALD R. BLY $41,500 $41,500.00 2
1049573 FRED MITCHELL $52,800 $52,800.00 2
1049574 BRENDA DILLARD $62,850 $62,821.14 2
1049577 BARBARA S. THIGPEN $30,000 $29,904.27 2
1049630 LAWRENCE H. MORINI $35,000 $35,000.00 2
1049659 DONNA M. BROWN-BURROUGH $30,000 $30,000.00 2
1049722 JOE C. WORKMAN $57,500 $57,339.23 2
1049726 PATRICIA A. LAFFERTY $68,000 $67,987.01 2
1049733 ALLAN H. ROSENBERG $45,900 $45,900.00 2
1049752 LAURENCE HIRSHON $48,000 $48,000.00 2
1049763 WILLIAM J. VANORE II $28,400 $28,357.18 2
1049767 ERIC TUSHAWN BURDEN $78,200 $78,200.00 2
1049768 ROBERT JOE AMOO $40,950 $40,950.00 2
1049778 JOHNNIE MAE THOMAS $54,000 $54,000.00 2
1049806 KAREN M. BAILEY $45,000 $44,886.92 2
1049858 VALERIE J. DUNN $78,200 $77,961.35 2
1049860 MARJORIE A. JONES $39,200 $38,895.79 2
1049905 CHARLES YACKLON $34,500 $34,500.00 2
1049938 RUZANNA BOGATI $74,760 $74,760.00 2
1049944 NANCY WOLINSKY $275,000 $275,000.00 2
1049981 NELSON WINGFIELD $30,000 $29,885.51 2
1049990 JOYCE GASKIN $50,000 $49,758.61 2
1049997 TERRY K. WHITE $56,800 $56,800.00 2
1050041 VALLIE GAPAC $56,500 $56,494.39 2
1050052 DONALD L. HAYES $36,550 $36,549.11 2
1050079 CLIFFORD BRYANT $46,000 $45,936.55 2
1050097 EMMETT COX $74,800 $74,673.79 2
1050100 LARRY D. CARNES $68,000 $67,998.79 2
1050152 SUSAN M. JOHNSON $55,000 $55,000.00 2
1050157 LINWOOD JOHNSON JR. $52,000 $52,000.00 2
1050160 GLADYS COLLAZO $28,000 $27,709.80 2
1050216 SILVIA VERHEECK $35,000 $34,886.54 2
1050220 ROY R. HOWARD $54,000 $54,000.00 2
1050234 ANTHONY J. MELE JR. $27,000 $26,921.66 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1050256 PETROLINE REID $29,000 $29,000.00 2
1050258 BERNICE HEATH $50,000 $50,000.00 2
1050272 P.DAVID HENRY $52,000 $52,000.00 2
1050353 RICHARD RIMMER $31,000 $30,874.37 2
1050437 SOLOMON EDWARDS $54,000 $53,713.77 2
1050500 WANDA SUE RICHARDS $76,086 $76,086.00 2
1050508 WILLIAM KISH $61,000 $61,000.00 2
1050527 JOEL ALANIZ $50,000 $49,880.26 2
1050553 BRIAN J. DAVEY $24,200 $24,071.93 2
1050555 THOMAS W. BANKS $33,800 $33,800.00 2
1050557 ADRIANE PARKS $25,500 $25,500.00 2
1050563 THOMAS ROSOLUK $27,500 $27,500.00 2
1050625 PETER IANNUCCI $30,000 $30,000.00 2
1050647 JAMES MIKE HERRIOTT $63,000 $63,000.00 2
1050652 WILLIAM DAVID CARDELL $30,000 $29,893.80 2
1050661 NANCY RYAN $49,000 $49,000.00 2
1050672 JOHN G. DYER $36,000 $35,846.29 2
1050745 EDWARD K. LOWERY $33,600 $33,600.00 2
1050749 ALTON SAWYER $54,000 $54,000.00 2
1050776 DEBORAH SIMMONS-BROWN $60,000 $59,866.99 2
1050805 MICHAEL A. BRUMMELL $51,000 $50,792.01 2
1050824 TERRENCE LEE HEWITT $64,000 $63,828.40 2
1050840 MOISES RODRIGUEZ $68,000 $68,000.00 2
1050868 TERESA M. ROBINSON $46,800 $46,595.69 2
1050869 THOMAS ALAN FAIR $69,300 $69,180.48 2
1050894 ADA SCOTT ITF AHNNA R. SC $45,000 $44,862.12 2
1050926 SHEILA HARRIS $58,500 $58,500.00 2
1050936 SHEILA HARRIS $49,500 $49,500.00 2
1051024 LUZ RIVAS $20,000 $20,000.00 2
1051026 PAMELA M. CHAVIS $57,600 $57,600.00 2
1051045 HAROLD E. LANE $57,000 $57,000.00 2
1051047 JAMES EVANS $27,000 $27,000.00 2
1051098 MELODY A. MILLEDGE $71,250 $71,150.11 2
1051103 LARRY HOWARD BROWDY $31,000 $30,873.57 2
1051114 DUANE E. COON $63,750 $63,750.00 2
1051118 HELEN D. DIVERS $42,400 $42,400.00 2
1051119 KATHY HALLOCK $61,200 $61,200.00 2
1051129 SAMUEL LESTER $25,000 $25,000.00 2
1051137 SARAH RILEY $25,000 $24,927.59 2
1051142 CARLA HUNTER $51,600 $51,600.00 2
1051242 SUSAN ZIZZA $45,000 $45,000.00 2
1051261 TAYLOR TULIP $28,800 $28,800.00 2
1051271 WARREN MC NEILL $26,000 $26,000.00 2
1051273 BENEDICTO TAVERAS $20,000 $20,000.00 2
1051281 BILLY JOE YOUNG $77,400 $77,400.00 2
1051283 BARBARA STRAND $43,200 $43,200.00 2
1051295 TRAVIS MCADOO $69,300 $69,247.51 2
1051301 JEFFREY CRAIG $48,250 $48,250.00 2
1051309 DAVID E. IRICK $35,000 $35,000.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1051312 LUCILLE S. HINE N/K/A LUC $61,600 $61,600.00 2
1051314 EDWARD WATTS $48,000 $48,000.00 2
1051326 EUGENE CASH $35,000 $35,000.00 2
1051355 JAMES I. MACPHERSON $39,000 $39,000.00 2
1051356 MARILYN STEERS $60,300 $60,300.00 2
1051361 HASENE SAMRIOGLU $69,175 $68,791.96 2
1051410 JANETTE SAMPSON $61,200 $61,200.00 2
1051469 LAURIE L. HUMES $32,500 $32,500.00 2
1051471 RANDY PAUL LEE $75,000 $75,000.00 2
1051480 DAVID SERRANO $43,500 $43,226.98 2
1051492 HENRY A P ELDON $57,600 $57,600.00 2
1051494 MANUEL LOUREIRO $126,500 $126,500.00 2
1051512 JOSEPH MAZZONE $65,000 $65,000.00 2
1051551 LOUIS BRICENO $21,500 $21,500.00 2
1051569 LEE SHERMAN $33,000 $33,000.00 2
1051586 MANUEL DELEON $52,500 $52,269.14 2
1051605 JOHN KUBICEK $62,100 $62,100.00 2
1051639 DAVID M. FITZPATRICK $45,000 $45,000.00 2
1051665 MITCHELL H. WARREN $45,500 $45,500.00 2
1051666 HENRY W. MCNUTT $57,000 $57,000.00 2
1051670 RITA GAINOR $56,800 $56,800.00 2
1051687 JUANITA LEE $26,250 $26,250.00 2
1051706 CHRISTINE A. CARSON COMER $70,000 $70,000.00 2
1051712 MICHAEL E. MILLER $45,000 $45,000.00 2
1051730 CALVERT W. THOMASON $36,000 $36,000.00 2
1051744 JOANN A. LEWIS GAINES $52,000 $52,000.00 2
1051765 DAVID M. SMART $55,000 $55,000.00 2
1051807 LORA D. BRACEY $128,700 $128,700.00 2
1051810 ESTHER M. WOJNO $39,000 $38,707.72 2
1051822 MAUREEN SOLOMON $30,000 $30,000.00 2
1051831 MICHAEL H. VELASCO $318,750 $318,750.00 2
1051834 EUGENE W. HARRIS $23,400 $23,400.00 2
1051859 SHARON Y. LONG $61,500 $61,500.00 2
1051875 STEPHEN M. GERHART $68,500 $68,500.00 2
1051886 ELIZABETH ARMFIELD $25,000 $25,000.00 2
1051912 BESSIE L. AUTRY $46,750 $46,750.00 2
1051918 ELLEN GIBBS $73,500 $73,500.00 2
1051998 JARET THOMPSON $50,000 $50,000.00 2
1052001 DIANE D. LUCAS $62,000 $62,000.00 2
1052013 CHRISTOPHER A. ROANE $41,000 $41,000.00 2
1052015 TOM WISE $79,000 $79,000.00 2
1052030 DANIEL J. CUGLER $65,700 $65,700.00 2
1052071 THOMAS F. WESTON $37,500 $37,500.00 2
1052079 ANTHONY HENDLEY $30,750 $30,750.00 2
1052096 ELEANOR D. FRANCK $76,300 $76,300.00 2
1052099 JOHN L. MULDOON $55,000 $55,000.00 2
1052117 LARRY R. SMITH $49,300 $49,300.00 2
1052128 LAVOYD THOMAS BASS $30,000 $30,000.00 2
1052184 JAMIE BULGER $246,500 $246,500.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1052197 ETHEL V. LITTLE TRUSTEE O $56,500 $56,500.00 2
1052205 FRED R. PARRY $20,000 $20,000.00 2
1052209 OWEN HOLLOWAY $40,000 $40,000.00 2
1052247 PATRICK HOBAN $40,500 $40,500.00 2
1052251 ANDREW KAYE $34,000 $34,000.00 2
1052256 BARBARA COTTER $40,000 $40,000.00 2
1052265 JOHN M. ZANNI $50,000 $50,000.00 2
1052286 TERRY MICHAEL SPRATLING $78,300 $78,300.00 2
1052306 PEARLIE M. KING $20,000 $20,000.00 2
1052310 COREEN YOUNG $30,000 $30,000.00 2
1052322 ADEN COLEMAN $40,000 $40,000.00 2
1052326 WALTER I. AARON $37,500 $37,500.00 2
1052337 BETSY A. FAIRLEY $46,000 $46,000.00 2
1052347 ELMARSERECIA NELOMS $59,500 $59,500.00 2
1052372 ELLEN GIBBS $62,100 $62,100.00 2
1052380 RONNIE WILLIAMS $56,361 $56,361.00 2
1052396 BARBARA ANN DAIGNAULT $39,600 $39,600.00 2
1052408 MICHAEL S. KORNHAUSER $50,001 $50,001.00 2
1052412 PATRICIA RIDGWAY $32,200 $32,200.00 2
1052418 ANNA LASOTA $30,000 $30,000.00 2
1052420 ANGELIA F. TILLMAN $55,250 $55,250.00 2
1052421 STANLEY H. CIESLAK JR. $129,000 $129,000.00 2
1052423 MICHAEL PERRY $35,000 $35,000.00 2
1052430 SARAH D. HENRY $55,800 $55,800.00 2
1052432 BOBBY MITCHELL SMITH $45,000 $45,000.00 2
1052446 JOSEPH BRUNI $27,500 $27,500.00 2
1052502 ROBERTO VELEZ JR. $30,000 $30,000.00 2
1052508 TRACY K. COWARD $25,000 $25,000.00 2
1052521 JOSEPH P. LARDINELLI $65,000 $65,000.00 2
1052523 PETER HONERKAMP $78,800 $78,800.00 2
1052571 JOY LYNN MURRAY $72,000 $72,000.00 2
1052575 RONALD M. BERRY $41,600 $41,600.00 2
1052627 THOMAS HOLLOWAY $60,000 $60,000.00 2
1052662 JOHN MEZZINA $25,000 $25,000.00 2
1052679 KEITH R. WITTENRICH $40,000 $40,000.00 2
1052682 PAMALA AMOS $45,000 $45,000.00 2
1052686 PATRICIA W. MIXON $78,300 $78,300.00 2
1052695 MARIA VAN DER KLEUT $42,000 $42,000.00 2
1052735 DAVID R. WILLIAMS $55,800 $55,800.00 2
1052740 BRENDA L. COX $62,780 $62,780.00 2
1052749 MARGITA KUNDID-RUDOVICH $40,000 $40,000.00 2
1052800 PETER GRAHAM $75,000 $75,000.00 2
1052824 MARY B. CHESTER $55,800 $55,800.00 2
1052825 ROBERT P. MCDONALD $43,200 $43,200.00 2
1052864 SONYA REED CATO $59,400 $59,400.00 2
1052868 MARION E. THOMAS $29,700 $29,700.00 2
1052885 SHERRIE L. WALL BOHANON $77,400 $77,400.00 2
1052889 RAY K. GROVE $70,000 $70,000.00 2
1052894 KARL BRITTELL $27,000 $27,000.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1052896 HERMAN RAY BURNS $31,500 $31,500.00 2
1052913 JOHN D. CRESTA SR. $25,000 $25,000.00 2
1052919 JAMES MALAQUIAS $40,000 $40,000.00 2
1052937 MARLIESE R. MARTIN $39,400 $39,400.00 2
1052963 RICHARD A. BAUGH $63,750 $63,750.00 2
1052969 THOMAS BECKVERMIT $30,000 $30,000.00 2
1052978 GARY W. PATTESON $30,000 $30,000.00 2
1052986 GERALD PROVOST $258,000 $258,000.00 2
1053009 CASSANDRA SHAW $31,200 $31,200.00 2
1053011 CASSANDRA SHAW $32,000 $32,000.00 2
1053049 JODI MICHELLE BURKE $52,650 $52,650.00 2
1053060 DENISE R. COUBAROUS $62,500 $62,500.00 2
1053061 STUART M. PEPOSE $25,000 $25,000.00 2
1053065 MITCHELL BENNETT $64,500 $64,500.00 2
1053121 PHILOMENA MILLER $60,000 $60,000.00 2
1053130 ARTHUR MAE, TRUSTEE OF AR $70,200 $70,200.00 2
1053179 JOHN T. GASPARAITIS $30,300 $30,300.00 2
1053184 FRANK L. MELLOR $42,500 $42,500.00 2
1053195 WALTER F. BUCKLEY JR. $30,000 $30,000.00 2
1053205 LAWRENCE E. MAYO III $22,000 $22,000.00 2
1053224 BETTY R. DEAN $30,000 $30,000.00 2
1053254 ROZELLA R. HILL $55,200 $55,200.00 2
1053259 PHILIP WHITE $54,600 $54,600.00 2
1053360 JESSIE TOMPKINS $37,000 $37,000.00 2
1053419 VINCENT DIBERARDO $25,000 $25,000.00 2
1053428 GARY ALLEN LINK $70,200 $70,200.00 2
1053442 TRISTAN F. COOLEY $68,000 $68,000.00 2
1053474 WILFREDO E. MEDINA $73,700 $73,700.00 2
1053520 LEOLA L. GIVINS $76,000 $76,000.00 2
1053545 DEBORAH A. TESMER $45,500 $45,500.00 2
1053547 ROGELIO MARTINEZ $74,000 $74,000.00 2
1053559 SHARON R. ESTES $241,740 $241,740.00 2
1053564 VIVIAN MCBRIDE $36,000 $36,000.00 2
1053566 STEVEN P. PENNY $21,000 $21,000.00 2
1053568 GEORGE A. BINNS $25,000 $25,000.00 2
1053585 WAYNE HACKETT $51,300 $51,300.00 2
1053636 HORACIO TENDERIO $42,000 $42,000.00 2
1053642 CATHERINE ROMAN $25,000 $25,000.00 2
1053673 RONALD J. BARRETT $85,380 $85,380.00 2
1053701 LYNDA C. TAYLOR $55,000 $55,000.00 2
1053709 PAUL B. HALL $25,500 $25,500.00 2
1053719 ROBERT L. BRITTON III $30,000 $30,000.00 2
1053734 THERESE HIMAIA $34,000 $34,000.00 2
1053757 TIMOTHY M. RODGERS $65,000 $65,000.00 2
1053791 DAVE R. BANASZYNSKI $30,000 $30,000.00 2
1053815 ROBERT J. FOX $24,400 $24,400.00 2
1053893 GEORGE SWALLOW $68,800 $68,800.00 2
1053926 RICHARD FORTUNA $20,000 $20,000.00 2
1053942 DEAN A. CATIGNANI $245,000 $245,000.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1054011 MARK A. NOCE $55,250 $55,250.00 2
1054017 HILARY NIXON $25,000 $25,000.00 2
1054019 BRENDA MCCOY $35,000 $35,000.00 2
1054036 IRENE SIBLEY $79,000 $79,000.00 2
1054066 JOSEPHINE M. ROBINSON $62,100 $62,100.00 2
1054120 BENITO NATIVIDAD $40,000 $40,000.00 2
1054124 THOMAS BABIARZ $27,500 $27,500.00 2
1054166 SOPHIA SMITH $26,400 $26,400.00 2
1054201 JOHN M. ADAMS $40,000 $40,000.00 2
1054254 ROGER E. MORGAN $58,500 $58,500.00 2
1054262 VERNIDA HAMILTON $57,300 $57,300.00 2
1054285 THOMAS A. GIGLIOTTI $124,000 $124,000.00 2
1054317 MARCEL R. LAMBRECHT $128,000 $128,000.00 2
1054358 JEAN L. WAKEFIELD $67,500 $67,500.00 2
1054426 BARBARA A. TREGLOWN $71,500 $71,500.00 2
1054478 JOHN E. VETERI $29,300 $29,300.00 2
1054518 PATSY E. DAVIS $75,000 $75,000.00 2
1054559 BRENDA J. HUGHES $40,500 $40,500.00 2
1054562 JULIA B. TODD $51,000 $51,000.00 2
1054564 JULIA BELL TODD $66,600 $66,600.00 2
1054571 MARVIN A. ROTH $33,800 $33,800.00 2
1054591 ALAN D. SILVERMAN $22,000 $22,000.00 2
1054676 SHIRLEY G. LIPSCOMB NKA S $42,000 $42,000.00 2
1054729 EDWARD E. CHARLIER JR. $24,600 $24,600.00 2
1054733 SIMON WILSON $67,000 $67,000.00 2
1054756 JOSEPH E. HAMNER $49,300 $49,300.00 2
1054808 WEYMAN B. WHEELER $32,500 $32,500.00 2
1054932 MARYANN MCFADDEN $38,476 $38,476.00 2
1054961 BODO FOITZIK $73,150 $73,150.00 2
1055031 SANDY RAPAGLIA $30,500 $30,500.00 2
1055153 WEYMAN B. WHEELER $37,700 $37,700.00 2
1055154 WEYMAN B. WHEELER $65,000 $65,000.00 2
2021730 MARK W. WILLIS $35,600 $35,260.50 2
9013166 ARTHUR OLSEN $49,000 $48,723.80 2
9013242 JEANNOT R. HANKINS JR. $30,000 $29,870.50 2
9013250 JOHN R. SOPKO $36,000 $36,000.00 2
9013261 CHERYL DAVIS $45,600 $45,600.00 2
9013396 LOUIS A. PATERNOSTRO $50,000 $49,552.75 2
9013404 TERRANCE E. BRUNNER $41,000 $41,000.00 2
9013409 DOUGLAS W. POPPALARDO $30,000 $29,882.71 2
9013413 HELEN O. CAMERON $28,000 $27,926.40 2
9013428 CYNTHIA R. STEVENS $32,000 $31,903.58 2
9013431 DONNA M. ABBEY $27,500 $27,500.00 2
9013436 NELSON CAPOTE $26,400 $25,980.45 2
9013461 WILLIAM F. PALMIERI $96,600 $96,574.98 2
9013462 GABRIEL T. OBESTER $129,500 $128,494.11 2
9013467 CATHERINE C. JAMES $36,000 $35,742.42 2
9013474 PATRICIA L. WEYGAND $35,000 $34,818.47 2
9013476 BETTY J. BRADDOCK $54,000 $53,733.81 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
9013479 WILLIAM HOLDERNESS JR. $51,450 $51,053.43 2
9013493 FREDERICK C. HEILBRON $35,000 $34,976.54 2
9013497 SHADIFF MC KAMIE $36,985 $36,562.64 2
9013501 DONALD L. HEILMAN $44,000 $43,993.05 2
9013502 PAUL E. STEINMETZ $68,383 $68,383.00 2
9013504 MARY TAYLOR $33,000 $32,949.17 2
9013509 WILLIAM V. ROACHE $126,000 $125,863.86 2
9013513 SPARKLE GABRIELLE $48,000 $47,822.28 2
9013514 ANGELA CUNNINGHAM $42,300 $42,300.00 2
9013515 JESSIE L. COLES $42,250 $42,211.18 2
9013519 EDWARD F. MALLOY $45,000 $44,787.61 2
9013521 COLIN CAMPBELL $35,000 $34,961.84 2
9013527 WILLIAM RAZZANO $30,000 $29,992.80 2
9013528 HERMAN A. MEYER $30,000 $29,959.46 2
9013535 DAVID J. CUTMAN $24,500 $24,500.00 2
9013554 CALVIN H. KNOWLTON $74,800 $74,800.00 2
9013555 ANN MARIE GILMARTIN $59,000 $58,845.37 2
9013556 EILEEN CHIULLI $28,400 $28,045.03 2
9013558 THOMAS E. POPE $38,250 $38,011.67 2
9013577 VINCENTINA M. RUGGERI $21,500 $21,477.48 2
9013592 BRIAN D. CLARK $26,500 $26,437.37 2
9013594 JAMES R. KNAPP $45,000 $44,663.49 2
9013606 GARY L. LAUBSCHER $31,000 $30,925.75 2
9013616 SANDRA L. PANAGOS $42,000 $41,771.47 2
9013619 MARY ANN POLK-UMANSKY $29,700 $29,416.38 2
9013637 FRANK JOHN TALLARICO JR. $60,000 $59,804.91 2
9013645 FRANCIS T. ROBBINS $22,000 $21,803.05 2
9013652 MICHAEL J. GARMAN $20,600 $20,502.42 2
9013658 PETE P. BONACCI $24,477 $24,477.00 2
9013660 JEFFREY J. SLODYSKO $44,800 $44,800.00 2
9013662 ROBERT E. LANNAN $20,000 $20,000.00 2
9013663 ELIZABETH GONZALEZ $29,800 $29,800.00 2
9013668 LEONARD R. WINOGORA $26,000 $26,000.00 2
9013671 EDWARD P. OSMOND $75,000 $75,000.00 2
9013685 JOSEPH J. CIOCCO $40,306 $40,291.42 2
9013692 EDA SOLE $26,100 $26,053.21 2
9013714 WILLARD GROVER VANEGAS $21,500 $21,476.59 2
9013725 MARLENE AZZUOLO $58,000 $57,937.32 2
9013729 LORRAINE FRITH $60,000 $60,000.00 2
9013741 LINDA M. WILLIAMS $45,300 $45,300.00 2
9013770 ANGELINE K. KRAMER $37,000 $37,000.00 2
9013777 WILLIAM J. STADELMAN $24,000 $24,000.00 2
9013783 EUGENE MILARSKY $50,000 $50,000.00 2
9013793 ROBERTA PHOENIX $50,000 $50,000.00 2
9013797 PAUL C. BROWN $31,500 $31,500.00 2
9013798 JAMES HULICK $40,000 $40,000.00 2
9013806 MARLIN PAUL $35,000 $35,000.00 2
9013810 SALLY A. EARLY $20,000 $20,000.00 2
9013813 JAMES A. SONNER $35,592 $35,592.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
9013821 SANDRA L. SEVER $72,000 $72,000.00 2
9013828 RICHARD H. RAUER $69,000 $69,000.00 2
9013830 CHRIS HONORE $26,000 $26,000.00 2
9013848 JAMES J. CAPRIO $37,500 $37,500.00 2
9013852 JESSE K. WITMER $58,800 $58,800.00 2
9013869 BRUCE T. DAUDELIN $21,500 $21,500.00 2
9013878 CHARLES J. KREGLOW $128,000 $128,000.00 2
3000000185 ADRIENNE MCWILLIAMS $310,000 $310,000.00 2
3019841476 BEDROS BAHARYAN $236,000 $236,000.00 2
3019841840 SPIROS KATSONOPOULOS $284,750 $284,750.00 2
3019941621 JOHN W. CORDRAY $350,000 $350,000.00 2
3019941994 MICHELE STEPHENSON $242,250 $242,250.00 2
3039806984 FREDERICK C. KNIESLER, JR $200,000 $200,000.00 2
3039837699 BEVERLY CRIFASI $40,000 $40,000.00 2
3039841458 IRWIN E. BILLMAN $200,000 $199,252.21 2
3039942077 DAVID DENNISON $85,000 $85,000.00 2
3039942213 LAWRENCE LEFCORT $174,166 $174,166.00 2
3039942445 DERMOTT CLANCY $259,400 $259,400.00 2
3000000100 NICHOLAS J. GONNELLA $41,000 $41,000.00 2
3000000182 RICHARD B. MCPHERSON $42,250 $42,040.18 2
3000000196 TERRI L. GABRIEL $45,000 $44,966.15 2
3000000199 DERERK W. COPELAND SR. $27,000 $27,000.00 2
3019800777 FRANK VALDES $60,000 $60,000.00 2
3019800811 MARIANNE R. CASPER $25,000 $24,981.19 2
3019804609 EARL SPAHLINGER $63,750 $63,710.62 2
3019804724 ROGER A. HORONETZ $33,000 $32,934.70 2
3019804818 TERESA STOTT $37,050 $36,848.90 2
3019804822 BRYAN S. MADDOX $32,250 $32,136.11 2
3019804839 DAVID BARTHEL $22,400 $22,357.62 2
3019806479 HAROLD E. CONNOR $38,400 $38,400.00 2
3019806642 HENRIETTA McLEAN $24,200 $24,200.00 2
3019806651 LAKESHIA THOMAS $28,000 $28,000.00 2
3019806697 CHARLES D. TOBLER $66,400 $66,400.00 2
3019806764 EDWIN ROMAN $30,600 $30,595.44 2
3019806834 MARY M. EYER $73,100 $72,998.66 2
3019806885 RONALD L. SIMMONS $42,000 $41,856.54 2
3019806978 RUSSELL D. FINNEY $42,000 $41,966.92 2
3019807005 PEDRO A. MALDONADO $55,000 $54,994.46 2
3019807040 RICHARD JOHNS $66,725 $66,704.26 2
3019807098 MARTHA J. BURLSON $43,575 $43,416.12 2
3019837578 LYNN LYMON $29,250 $29,250.00 2
3019840255 ROBERT A. ENGLISH $76,000 $75,839.04 2
3019841563 JOSEPH G. WERNOCK $70,000 $69,993.40 2
3019841578 SYLVIA ANN ROWLAND $68,600 $68,388.93 2
3019841599 GERALD WILLAIDOM $123,750 $123,579.31 2
3019841612 CHARLOTTE R. AIKEN $31,500 $31,458.13 2
3019841657 SALVATORE F SACINO $50,000 $49,907.87 2
3019841697 TIMOTHY J. ECKENRODE $50,000 $49,857.74 2
3019841759 LUCEA REID $30,000 $29,929.66 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
3019841812 PRICE D. BENNETT, JR. $39,200 $39,200.00 2
3019841837 THOMAS WARD $65,000 $64,966.13 2
3019841982 SHEENA C BALLARD $72,100 $71,893.16 2
3019842016 EARL HINSON $127,500 $127,500.00 2
3019891934 WILLIAM T HANDY SR $35,275 $35,226.36 2
3019892280 JEROME A. ATKINS $63,375 $63,375.00 2
3019892535 GINGER L. VARTULI $60,000 $60,000.00 2
3019904764 CHRISTOPHER J. MARTIN $48,160 $48,160.00 2
3019904809 KEVIN M. SINGLETON $57,750 $57,750.00 2
3019904819 ERMA J. CAMPBELL $68,400 $68,400.00 2
3019904823 STANLEY E. WYATT $70,000 $70,000.00 2
3019904825 DAVID WILLIAMS $62,625 $62,625.00 2
3019904836 DAVID WILLIAMS $58,175 $58,175.00 2
3019904866 EDWARD L LAWLER $40,800 $40,800.00 2
3019904901 WALTER A. ALFORD $56,100 $56,100.00 2
3019904913 WILLIAM K. JONES $52,500 $52,500.00 2
3019904922 PATRICK F. BARRETT $39,000 $39,000.00 2
3019906829 EMMETT M. WRIGHT $64,000 $64,000.00 2
3019906960 DAVID M SERENY $26,250 $26,250.00 2
3019906975 DONALD A. THOMAS $45,000 $45,000.00 2
3019907049 ALBERT L. HAMMOCK $66,400 $66,400.00 2
3019907059 GEORGE T. ANTONIOU $125,000 $125,000.00 2
3019907060 LISA G. DAVIS $44,800 $44,640.42 2
3019907104 SCOTT A. SARGENT $68,800 $68,800.00 2
3019907147 RICHARD TOKAR $63,750 $63,750.00 2
3019907152 FRANK S.J. GROSSI $48,000 $48,000.00 2
3019907182 KIM L. GRANTHAM $65,900 $65,900.00 2
3019907184 DAVID M SERENY $24,000 $24,000.00 2
3019907201 ANTONI X. PULLIAM $66,400 $66,400.00 2
3019907255 JAMES D. HAMLET $32,000 $32,000.00 2
3019907270 TONIE LOVE $50,250 $50,250.00 2
3019907286 BRYAN E. SMITH $37,200 $37,200.00 2
3019907342 JUANITA DRYDEN $56,100 $56,100.00 2
3019907389 GUADALUPE BALLESTER $45,120 $45,120.00 2
3019907394 MARY ELLEN T. LEOTTA $64,000 $64,000.00 2
3019930694 WILLIAM J. ECKENRODE $34,500 $34,500.00 2
3019939785 GAMAL PRESTON $47,250 $47,250.00 2
3019940950 FAMI JOYCE $28,500 $28,500.00 2
3019941692 BRUCE ASHLINE $32,000 $32,000.00 2
3019941940 GEORGE MICHAELS $23,100 $23,100.00 2
3019942024 VIBERT BAPISTE $124,000 $124,000.00 2
3019942219 KENNETH JOHNSON $38,500 $38,500.00 2
3019942222 DION HOUSER $52,000 $52,000.00 2
3019942226 KENNETH JOHNSON $38,500 $38,500.00 2
3019942240 FRANK N. GERCARELLI $25,000 $24,887.39 2
3019942253 VICTOR RIVERA $26,250 $26,082.22 2
3019992421 I. HIWOTT $23,375 $23,231.82 2
3019992465 WILLIE E. HILL $67,150 $67,150.00 2
3019992483 MARVA ELIZABETH TYLGHMAN $76,000 $76,000.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
3019992519 JERRY W. MCGINNIS, SR. $42,000 $42,000.00 2
3019992569 BEAULAH D ZABEL $64,800 $64,800.00 2
3019992626 PARKE R. BROWN $63,750 $63,750.00 2
3039840888 EDWARD RADEMAKER $49,770 $49,693.98 2
3039841203 DENNIS B GARDNER $23,888 $23,853.93 2
3039841573 JUSTIN R. TUPIK $25,000 $25,000.00 2
3039841670 MILTON WILLS $47,530 $47,506.13 2
3039841863 MARK H. DALALIAN $42,345 $42,250.00 2
3039841903 JOHN LOTITO, JR. $64,000 $63,878.68 2
3039841958 RICHARD PASINER $63,000 $63,000.00 2
3039842047 IDA M. RADVANSKY $48,000 $48,000.00 2
3039906946 SHEILA BROWN CORA $60,000 $60,000.00 2
3039942176 FRANCISA S. MIER $23,083 $23,083.00 2
3039942489 WAYNE H. SAPP $43,500 $43,500.00 2
3100001283 PETER P. NERI $27,000 $26,836.53 2
3100001323 THOMAS LAWRENCE SUMMEY $78,000 $77,721.17 2
3100001775 NORMAN C. GARRISON $76,500 $76,111.25 2
3100002123 GARY W. WHITESELL $30,400 $30,400.00 2
3100002696 RAY M. GAMIDO $65,000 $64,808.02 2
3100003078 DOUG E. COTTER $46,875 $46,875.00 2
3100003082 DAVID A. MATAGIESE $31,000 $31,000.00 2
3100003136 RANDY L. HATCHETTE $25,000 $24,898.67 2
3100003342 ZANNIE LEE WILLIAMS $42,500 $42,381.70 2
3100003346 TANCY BERT UTLEY $20,000 $20,000.00 2
3100003370 SHARON R. JORDAN $55,250 $55,250.00 2
3100003418 GREGORY G. REAGAN $48,000 $47,891.26 2
3100003426 EZEKIEL JOHNSON $44,200 $44,200.00 2
3100003437 BERNARD SHANNON $27,000 $26,937.22 2
3100003462 JAY C. ISRAEL $72,250 $72,250.00 2
3100003492 KEITH DELAPORTE $50,063 $49,988.87 2
3100003507 ROBERT D. ROBERTS $54,400 $54,400.00 2
3100003523 TEGWEN H. HAURIN $29,000 $28,888.01 2
3100003566 JERRY CAPORALE $30,700 $30,306.03 2
3100003567 PATRICIA R. DICKMAN $52,500 $52,322.87 2
3100003570 WAYNE P. HAMMER $24,000 $23,915.24 2
3100003621 JOHN B. PACANOWSKI $55,250 $55,250.00 2
3100003622 EARLENE L. MILLER $23,000 $23,000.00 2
3100003643 EMMETT E. REID $20,000 $20,000.00 2
3100003650 BARBARA C. JOHNSON $59,500 $59,500.00 2
3100003673 GEORGE D. MORSE $31,200 $31,200.00 2
3100003694 KALWATTI MAHARAJ $20,000 $20,000.00 2
3100003724 JUDITH A. LANDER $58,000 $58,000.00 2
3100003725 BERNICE PRICE $44,000 $43,750.10 2
3100003731 RICARDO R. RIVERA $20,000 $20,000.00 2
3100003739 DOMINICK A. CIMINO $22,400 $22,400.00 2
3100003784 J0HNNY JONES III $72,000 $72,000.00 2
3100003826 TODD A. BAYLOCK $51,000 $51,000.00 2
3100003847 MICHELE GADSON $25,000 $25,000.00 2
3100003852 MELVIN D. MARIETTA $68,000 $68,000.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
3100003856 GLORIA HUDSON $54,000 $54,000.00 2
3100003864 HELEN GILL $55,750 $55,750.00 2
3100003892 MARY GOODEN $24,000 $24,000.00 2
3100003911 RICHARD A. SHEKELL $32,400 $32,400.00 2
3100003913 MARY P. ASHLEY $22,166 $22,166.00 2
3100003914 ROGER D. EVANS $22,500 $22,500.00 2
3100003944 CYNTHIA A. CURETON $60,775 $60,775.00 2
3100003958 SAUNDRA L. WOODS $30,000 $30,000.00 2
3100003982 TANZY BRASWELL $29,250 $29,250.00 2
3100003983 RODGER L. HANNAH $44,000 $44,000.00 2
3100004028 RUSSEL N. BUSBY $68,000 $68,000.00 2
3100004055 ROSEMARY SEDALIS $74,000 $74,000.00 2
3100004176 LARNELL JONES $30,250 $30,250.00 2
3100004271 NATALE AMMIRATI $21,000 $21,000.00 2
10408 STAAT'S HEROLD TOURS, INC $150,000 $150,000.00 1
10436 RICHARD A. DIDIO JR. $25,000 $25,000.00 1
10438 F. EARL REED JR. $20,000 $19,901.83 1
10441 MICHELE MAFFEI $23,000 $23,000.00 1
10442 MARYLAND MASONRY CORPORAT $200,000 $200,000.00 1
10445 AKILLE, INC, $80,000 $80,000.00 1
10450 A. & C. PRECISION, INC. $150,000 $150,000.00 1
10451 FIVE STARS TRANSMISSION S $85,000 $85,000.00 1
10460 ROME RECORDING, INC. $88,000 $88,000.00 1
10464 Z.J.H., INC. $211,000 $211,000.00 1
10465 CAROLYNN SCHAFFT $25,000 $25,000.00 1
10471 RHYMER & RHYMER REALTY CO $200,000 $200,000.00 1
10474 ALEXANDER HERRERO $23,000 $23,000.00 1
10476 CAFFE AURORA $100,000 $100,000.00 1
10477 ABDUL BILAL $100,000 $100,000.00 1
10482 BURGETTSTOWN AREA DAY CAR $80,000 $80,000.00 1
10484 MELVIN DURANT $20,000 $20,000.00 1
8882155 SHERRY L. ALLEN $25,000 $25,000.00 1
8882157 THE OUTDOOR EXPERIENCE, L $30,000 $29,639.54 1
8882158 THOMAS H. COLTON JR. $20,000 $20,000.00 1
8882160 JUNG I. HA $108,000 $108,000.00 1
8882164 EDUARDO GONZALEZ $17,000 $17,000.00 1
8882165 LORI STONE $180,000 $180,000.00 1
10492 THOMAS ADAMS $200,000 $200,000.00 1
10495 AXIOCOM, INC. $150,000 $150,000.00 1
1044879 DORIS KLEIN $20,000 $20,000.00 1
1045359 MUHAMMAD SHARIF $80,000 $80,000.00 1
1046366 RILEY W. TRAVERS JR. $86,275 $86,275.00 1
1047560 BEATRICE TAMAY $144,000 $144,000.00 1
1047608 CECILIA SOTO $144,000 $144,000.00 1
1047631 PASTOR M. BONILLA $148,500 $148,497.30 1
1048370 KYWONG MCINTYRE $104,000 $104,000.00 1
1048551 NIDIA DEJESUS TAVERAS $148,500 $148,458.11 1
1048965 MARY E. HARMON $28,400 $28,400.00 1
1048978 JOSEPH B. WALSH $120,500 $120,500.00 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1049164 WILLIAM M. GAINES JR. $81,500 $81,500.00 1
1049301 DARRYL JONES $148,500 $148,245.92 1
1049401 JUDY BISCOTTI LEWIS $22,000 $22,000.00 1
1049742 MARY E. BROWN $22,400 $22,400.00 1
1050063 BENNIE WILKINS $144,000 $144,000.00 1
1050879 PATRICK J. VOLINO $19,000 $18,940.98 1
1051345 RONNIE CLARK $162,000 $162,000.00 1
1051447 DAVID NORRIS $84,065 $84,065.00 1
1051465 RICHARD R. SULLIVAN $110,500 $110,500.00 1
1051814 WILLIAM C. WALKER $13,000 $12,782.29 1
1051884 HENRY MARTIN $148,500 $148,092.07 1
1051913 SCOTT ERICK HUGHES $112,500 $112,500.00 1
1051940 CLINTON GEORGE ROWE $162,000 $162,000.00 1
1052019 MARK RYAN $29,250 $29,250.00 1
1052220 KATHLEEN M. VANCE $28,000 $28,000.00 1
1052543 GLORIA D. RICKETTS $195,000 $195,000.00 1
1052583 MICHAEL T. REIS $204,000 $204,000.00 1
1052774 BERNABE GONZALES $171,000 $171,000.00 1
1052893 DANNY H. CLAXTON $87,750 $87,750.00 1
1052994 WILLIAM SLAUGHTER $81,900 $81,588.45 1
1053098 BEDFORD E. HAWKINS $157,500 $157,500.00 1
1053227 CAROL W. QUINN $23,000 $22,884.51 1
1053299 JERRY HOOVER JR. $92,000 $92,000.00 1
1053689 MICHEAL S. BEAVER $24,000 $24,000.00 1
1053781 CLAUDETTE DUNSTON $28,000 $27,929.93 1
1053782 GEORGE T. MUNLEY $22,545 $22,545.00 1
1053792 JAMES LABRIOLA $14,900 $14,900.00 1
1053795 KATHLEEN K. MARTIN $85,000 $84,794.19 1
1053816 STEVEN J. CORMIER $20,000 $20,000.00 1
1053932 GENEVIEVE RUDERSON RORIE $29,000 $29,000.00 1
1053968 MARY ELIZABETH EVANS $106,642 $106,642.00 1
1054056 PATRICIA M. BOUDER $103,000 $103,000.00 1
1054068 NAOMI SNEED $121,550 $121,550.00 1
1054076 GLENN W. DAVIS $116,500 $116,194.72 1
1054140 DEAN K. SHIMABUKURO $152,100 $152,100.00 1
1054158 SHIRLEY HALL $91,800 $91,800.00 1
1054250 LEONILDA RODRIGUEZ $113,900 $113,900.00 1
1054270 FANNIE MAE RENFRO $93,000 $93,000.00 1
1054316 WILLIE L. COOPER $85,500 $85,359.12 1
1054373 LOIS F. BELL $88,000 $88,000.00 1
1054410 HENRY A. GARCIA $97,750 $97,750.00 1
1054414 ELLA HILL CORDERY $20,000 $20,000.00 1
1054430 JEFFIE HILL $184,500 $183,874.17 1
1054453 VALARIE PAVILISH $108,500 $108,500.00 1
1054493 WILLIAM FOY BY HIS ATTORN $157,500 $157,500.00 1
1054521 MOHAMED SAMAD FARROUQ $20,000 $20,000.00 1
1054587 DALE W. HEPPER $88,000 $88,000.00 1
1054652 KEVIN STONE $25,000 $25,000.00 1
1054654 FELICIA STEWART $92,500 $92,500.00 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1054693 ROBERT SMITH $15,000 $15,000.00 1
1054752 JANET B. BLAKE $107,200 $107,200.00 1
1054755 JOHN L. HUGHES $25,550 $25,550.00 1
1054785 ACQUANETTA SHEPPARD N/K/A $25,000 $25,000.00 1
1054790 PATRICIA A. GASIOROWSKI $15,000 $15,000.00 1
1054805 ALBERT HARRIS $90,000 $90,000.00 1
1054818 JOSEPH L. AHEARN $106,000 $106,000.00 1
1054826 TODD G. TARVER $155,000 $155,000.00 1
1054902 MORRIS LARK $150,500 $150,500.00 1
1054921 SUSAN STYLES MAPP $26,400 $26,400.00 1
1054926 LUTHER T. NEELY JR. $20,000 $19,898.87 1
1054936 JOSEPH SALERNO $26,000 $26,000.00 1
1054943 KATHY P. HARDING $15,220 $15,220.00 1
1054978 MICHAEL R. VETETO $93,100 $93,100.00 1
1055007 NATHANIEL HILL $25,000 $25,000.00 1
1055050 ARTHUR RUSSELL $115,000 $115,000.00 1
1055091 PENNY J.C MENSCH $104,000 $103,714.31 1
1055097 CATHERINE B. SUTTON $112,500 $112,500.00 1
1055105 ZOLLIE EUGENE ALLMOND $109,000 $109,000.00 1
1055189 BRONSON G. OSTEK $26,000 $26,000.00 1
1055225 CHRISTOPHER M. LOUDON $15,000 $15,000.00 1
1055229 ROBERT T. LOMAN $149,600 $149,600.00 1
1055277 TIMOTHY A. PERRY $108,000 $108,000.00 1
1055318 CARLOS M. RAMOS $169,000 $169,000.00 1
1055371 HORACE WALTON $15,000 $15,000.00 1
1055384 TYRONE E. INGRAM $85,000 $85,000.00 1
1055430 W. LEE HALL JR. $80,700 $80,700.00 1
1055432 ROBERT L. CLYBURN $120,000 $120,000.00 1
1055457 EDWARD D. WOOLRIDGE $232,000 $232,000.00 1
1055477 TIMOTHY J. LLOYD $24,000 $24,000.00 1
1055505 ROBERT L. SMALE $102,150 $102,150.00 1
1055515 NORMAN ROBINSON $25,000 $25,000.00 1
1055520 WILLIAM GONZALES NKA WILL $15,000 $15,000.00 1
1055593 ALLAN V. THOMAS $99,450 $99,157.79 1
1055609 JAMES P. PRENDERGAST JR. $21,500 $21,500.00 1
1055617 JOHN H. VANDELINDE $21,275 $21,275.00 1
1055635 CHARLES M. VANARELLI JR. $99,000 $99,000.00 1
1055641 THOMAS A. SAVARESE $17,000 $17,000.00 1
1055702 MICHAEL J. CALLAN SR. $201,000 $201,000.00 1
1055744 ROGER J. MARASCO $28,000 $28,000.00 1
1055746 TROY C. SUPPLEE $25,740 $25,740.00 1
1055748 MURRAY PERLOFF $193,500 $193,500.00 1
1055766 JOHN T. KELCHNER $82,800 $82,800.00 1
1055783 CARRIE GRIFFIN $108,000 $108,000.00 1
1055810 JOAN A. AARONSON N.K.A. J $16,700 $16,700.00 1
1055825 GLENN CLARK $22,500 $22,500.00 1
1055879 THOMAS CASTIGLIONE $161,500 $161,500.00 1
1055912 JOHN P. LAGANA $108,000 $108,000.00 1
1055923 JANET HAMILTON $85,500 $85,500.00 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1055925 GEORGE T. STILL $28,000 $28,000.00 1
1055931 PERCY DAVIS $115,000 $114,472.05 1
1055934 DANA M. FOSBURGH $26,000 $26,000.00 1
1055942 STREADICK MORGAN $153,000 $153,000.00 1
1056003 DONALD E. OSTER $20,000 $20,000.00 1
1056055 NEIL A. KUNTZ $14,000 $14,000.00 1
1056074 PHILIP J. POLIZZOTTO $197,100 $197,100.00 1
1056079 PETER B. MARIOTTI $227,000 $227,000.00 1
1056083 SAMUEL ANGULO $112,500 $112,500.00 1
1056117 ALEX LLARENA $100,000 $100,000.00 1
1056121 FRANK SIERRA $13,500 $13,500.00 1
1056147 JOANNE ELAINE KOSTICK $25,000 $25,000.00 1
1056154 DANIEL PURE $25,000 $25,000.00 1
1056171 VENESSA S. EDWARDS $20,000 $20,000.00 1
1056216 TERRY PRICE $23,650 $23,650.00 1
1056218 NICOLE CASCONE, UX $84,250 $84,250.00 1
1056238 ELIZABETH LEMING $144,000 $144,000.00 1
1056311 RICHARD NUNEZ $17,000 $17,000.00 1
1056423 WILLIAM O. GERLING $23,500 $23,500.00 1
1056431 LAWRENCE J. IACOFANO $115,600 $115,600.00 1
1056532 LORETA DERUBEIS $103,000 $103,000.00 1
1056692 JAMES LEE COWANS III $93,000 $93,000.00 1
1056727 BERYL E. FULLER $90,000 $90,000.00 1
1056755 JOYCE P. ELLIS $184,500 $184,500.00 1
1056860 JUDY MARSHALL $115,000 $115,000.00 1
1056897 STEPHEN R. MERRILL $20,500 $20,500.00 1
1056914 MICHAEL H. MATHIS $110,000 $110,000.00 1
1057176 LEWIS CROMER $95,400 $95,400.00 1
1057207 AMOS L. BROKENBOROUGH SR. $25,000 $25,000.00 1
1057245 GERALD W. SMITH $113,000 $113,000.00 1
1057258 STEVEN D. CYR $169,200 $169,200.00 1
1057343 DENNIS R. FINCH $80,000 $80,000.00 1
1057365 VIVIAN R. DRISCOL $107,100 $107,100.00 1
1057395 ROBYN L. BALCAITIS $88,400 $88,400.00 1
1057412 SCOTT HALL $113,000 $113,000.00 1
1057446 ALFRED H. GLEGHORN JR. $23,000 $23,000.00 1
1057501 JAMES SHORT $100,000 $100,000.00 1
1057527 DOROTHY VANDER WEY NKA DO $88,000 $88,000.00 1
1057555 H. KEITH PIERCE $113,600 $113,600.00 1
1057576 MICHAEL J. ADKINS $187,200 $187,200.00 1
1057685 ELVIS BOYD $12,000 $12,000.00 1
1057702 VINCENZO PILLITTERI $108,000 $108,000.00 1
1057711 JOSEPH L. CALHOUN III $108,000 $108,000.00 1
1057818 EMMITT Y. SMITH JR. $28,000 $28,000.00 1
1057872 GOLOVER WOODFORD $28,000 $28,000.00 1
1058072 LEE NELMS $91,800 $91,800.00 1
1058542 JEFFREY S. STANLEY $19,500 $19,500.00 1
2020717 DONALD L. SHAFFER $29,300 $29,300.00 1
2021537 HOSIE L. BRYANT JR. $27,000 $26,940.16 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
9013842 JOSEPH L. BACKER $91,750 $91,750.00 1
9013862 COLWOOD DUNKLEY $15,200 $15,200.00 1
9013900 DOROTHY CONOWAL $24,000 $23,950.21 1
9013903 HENRY SIMMONS SR. $21,500 $21,500.00 1
9013904 DENNIS A. OAKLEY $25,889 $25,889.00 1
9013932 ROBERT E. HESSER $25,000 $25,000.00 1
9013941 STEPHEN R. SIMONE $100,800 $100,800.00 1
9013955 DAVID P. MEZZATESTA $26,000 $25,821.79 1
9013969 FRANCIS P. O'BRIEN $13,000 $13,000.00 1
9013983 TIMOTHY GYVES $24,200 $24,200.00 1
9013986 ROBERT W. CROAK $28,000 $28,000.00 1
9013997 MARIE A. HAGNER $82,000 $81,266.68 1
9014013 GARY H. ROOD $10,000 $10,000.00 1
9014025 MICHAEL A. WALTHER $18,640 $18,640.00 1
9014064 STEVEN J. BAKER $26,942 $26,942.00 1
9014104 CATHERINE G. HOOK $80,000 $80,000.00 1
9014129 JUAN E. ROJAS $25,400 $25,400.00 1
1052240 STEVEN T. NADOLNY $110,800 $110,800.00 1
1052828 ERMA J. CRONCE $20,500 $20,500.00 1
1053588 EDDLON D. KNOX JR. $87,300 $87,300.00 1
1054243 TIFFANY F. HOWELL $90,000 $90,000.00 1
1054311 KERRY B. WILSON $92,000 $92,000.00 1
1054795 WILLIAM D. VASSEN JR. $21,750 $21,750.00 1
1054895 GARY M. GRIST $164,000 $164,000.00 1
1055637 CHARLES D. COLEMAN $26,700 $26,700.00 1
1055659 ROBERT E. SMITH $115,000 $115,000.00 1
1056220 STEPHEN ALAN DEWEES $88,000 $88,000.00 1
1056286 RICHARD FOLEY $20,180 $20,180.00 1
1056362 ROGELIO F. TRUJILLO $95,200 $95,200.00 1
1056659 SCOTT KUNZ $25,000 $25,000.00 1
1056673 FRANCES E. COX $88,000 $88,000.00 1
1056769 VICTOR A. RIVERA $22,500 $22,500.00 1
1056864 DAVID FIGUEROA $94,500 $94,500.00 1
1056875 DOUGLAS C. KRAMER $229,500 $229,500.00 1
1056882 JACOB APPLEBAUM $120,000 $120,000.00 1
1057173 RAFAEL TORRES $100,000 $100,000.00 1
1057198 JAMES MCKALE $117,000 $117,000.00 1
1057298 BRENDA BATEMAN LINTON $145,350 $145,350.00 1
1057330 JEFFREY I. GRENTZ $29,575 $29,575.00 1
1057393 JAYAMON JACOB $85,600 $85,600.00 1
1057410 IVEL WALTERS $10,000 $10,000.00 1
1057519 JOEL C. STEPHENS $94,500 $94,500.00 1
1057575 CHARLES P. SIMONCELLI $17,000 $17,000.00 1
1057667 HOWELL M. YOUNG $13,400 $13,400.00 1
1057693 JAMES DORAN $25,000 $25,000.00 1
1057808 KURTIS W. REINER $216,000 $216,000.00 1
1057893 MAREK A. MISZKURKA $18,000 $18,000.00 1
1058050 BRUCE A. PARTIN $211,000 $211,000.00 1
1058051 YOLANDA BORGES $176,400 $176,400.00 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1058122 MITCHELL L. VALENTINE A/K $25,000 $25,000.00 1
1058226 DIANA L. LYONS $153,900 $153,900.00 1
1058380 MOHAMMAD R. ISLAM $193,600 $193,600.00 1
1058459 LEON JAMISON JR. $92,000 $92,000.00 1
1058590 PAUL CASE $10,000 $10,000.00 1
1058614 RONALD K. LEWIS $167,227 $167,227.20 1
9014080 FRANCIS D. SAMUELS $110,500 $110,500.00 1
1054182 ALMOND $105,000 $105,000.00 1
1055195 FISHER $25,000 $25,000.00 1
1056061 ESTEP $92,000 $92,000.00 1
1056386 BENNETT $102,500 $102,500.00 1
1056945 CAPPS $220,000 $220,000.00 1
1057212 BUTLER $121,500 $121,500.00 1
1057362 HELMER $105,000 $105,000.00 1
1057564 BATTAGLIA $15,600 $15,600.00 1
1057618 UNDERWOOD $118,400 $118,400.00 1
1057631 FLOWERS $158,900 $158,900.00 1
1057819 MESSINA $86,500 $86,500.00 1
1057850 LEE $104,000 $104,000.00 1
1057863 DOLORES FALLON $20,170 $20,170.00 1
1057930 RODRIGUEZ $101,000 $101,000.00 1
1058087 MONCRIEFFE $115,000 $115,000.00 1
1058158 ROCCO $100,000 $100,000.00 1
1058200 LYONS $12,500 $12,500.00 1
1058230 FANTINO $84,200 $84,200.00 1
1058257 DOZIER $200,000 $200,000.00 1
1058333 PLUMLEY $25,000 $25,000.00 1
1058359 CHERE $13,500 $13,500.00 1
1058362 RODRIQUEZ $110,000 $110,000.00 1
1058568 LOWRIE $11,200 $11,200.00 1
1058577 CAMPBELL $93,600 $93,600.00 1
1058705 DE MONACO $150,000 $150,000.00 1
1058722 STAFFIERI $19,750 $19,750.00 1
1058873 BAKSH $166,000 $166,000.00 1
1059035 MUMCUOGLU $229,500 $229,500.00 1
1059501 GOBA $95,000 $95,000.00 1
9013121 STALEY $22,200 $22,200.00 1
9013892 QUIETI $22,500 $22,500.00 1
9013907 MCGEE $83,000 $83,000.00 1
9014024 O'NEILL $18,776 $18,776.00 1
9014029 GUIDICE $25,000 $25,000.00 1
9014042 SPAID $26,400 $26,400.00 1
9014069 BATTAGLIA $28,000 $28,000.00 1
9014183 RYAN $26,550 $26,550.00 1
3000000240 EDWARD CHANDLER $100,000 $100,000.00 1
3000000253 CARLTON JONES $110,500 $110,500.00 1
3000000261 CHARLIE TRAWICK $83,200 $83,200.00 1
3000000268 MARIO PENA $85,000 $85,000.00 1
3000000269 DAVID M. BAUER $20,000 $20,000.00 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
3000000281 OLGA A. FIELDS $204,000 $204,000.00 1
3000000293 VERNA E. GRIFFITH RUDDER $148,750 $148,750.00 1
3000000294 JOSEPH BAIR $90,400 $90,400.00 1
3000000300 DALE R. STACKHOUSE $92,000 $92,000.00 1
3000000303 GWENDOLYN LEVATTE $86,250 $86,250.00 1
3000000317 FELISHA T. STOKLEY $116,250 $116,250.00 1
3000000321 LEMIAH COLLINS $98,000 $98,000.00 1
3000000323 MARY CLEMONS $195,250 $195,250.00 1
3000000324 FRANK T. DI FILIPPI $153,000 $153,000.00 1
3000000335 STEPHEN MORGENSTERN $200,000 $200,000.00 1
3000000337 DONALD A. LEON $189,000 $189,000.00 1
3000000338 MARIA E. CAROLONZA $204,000 $204,000.00 1
3000000345 FRANK BAIRD $24,612 $24,612.00 1
3000000352 JAMES A. MACANA $157,600 $157,600.00 1
3000000360 ANTHONY DEMARCO $93,500 $93,500.00 1
3000000372 VITO P. MATTURRO $5,000 $5,000.00 1
3000000378 GAIL LYTE $178,500 $178,500.00 1
3000000383 JACOB DOLLISON $148,750 $148,750.00 1
3000000388 LINDON T. SINCLAIR $144,900 $144,900.00 1
3000000396 FRANCISCO VERA $153,000 $153,000.00 1
3000000402 WILLIAM ROSS $225,000 $225,000.00 1
3000000424 THOMAS S. BARNES $111,000 $111,000.00 1
3019804617 JOHN MCGREGOR $19,500 $19,493.07 1
3019806603 ROSE MARIA GALLO $81,900 $81,727.33 1
3019807034 ROBERT JOHNS $98,100 $98,097.98 1
3019834065 SAMUEL RODRIGUEZ JR $212,391 $211,816.01 1
3019840611 ANTHONY PALMA $144,000 $143,684.20 1
3019840899 JOSE A. LOPEZ $166,500 $166,500.00 1
3019840936 PAUL P. COPPOLA, JR $162,000 $160,780.65 1
3019840979 JOSE M. SANTIAGO $111,350 $111,203.96 1
3019841117 KEITH J. HANSEN $123,250 $122,806.08 1
3019841457 SILVESTRE LUNA $80,000 $79,951.45 1
3019841794 STEVEN GRECO $210,000 $209,955.44 1
3019841844 MARLENE HARRIS $89,100 $89,100.00 1
3019841893 FRANCIS X. TAGUE $152,000 $151,675.95 1
3019841964 ANNINA GENCARELLI $153,750 $153,401.35 1
3019892403 LYNN R. TOMLIN $156,000 $155,797.19 1
3019900870 OMAR FLORES $117,300 $117,300.00 1
3019904048 MICHAEL J. DELBONO $28,500 $28,500.00 1
3019904687 MICHAEL P. ELSEG $84,800 $84,800.00 1
3019904824 YVONNE COLEMAN $16,800 $16,745.62 1
3019904884 CHARLES M. LAVERTY $27,950 $27,864.02 1
3019904945 JOHN SMITH $24,800 $24,690.32 1
3019905051 DAVID A. BIRCH $91,200 $90,882.12 1
3019906879 ANGELA V. PAYNE $19,200 $19,200.00 1
3019907132 MARLOWE S. LEE $100,200 $100,200.00 1
3019907236 JAMES N. PESTER $112,800 $112,800.00 1
3019907245 SAMUEL HINSON $121,050 $121,050.00 1
3019907246 LOUIS H. PAOLINA $116,000 $116,000.00 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
3019907253 CATHERINE D. MCCARTHY $90,400 $90,193.03 1
3019907274 FREEMAN SMITH $25,200 $25,130.81 1
3019907276 GERALD A. COLESON $116,000 $116,000.00 1
3019907328 W. ROBERT SHORT, JR. $224,910 $224,910.00 1
3019907347 BRENDA GRACE $25,000 $24,807.59 1
3019907412 ALEXANDER ADDUCI $140,250 $140,250.00 1
3019907420 MARY LOU WAGNER $97,750 $97,614.63 1
3019907431 HAYDEN KLINGLER $86,400 $86,400.00 1
3019907527 JEFFREY W. BAIRD $81,000 $81,000.00 1
3019907597 QUEEN E. GRIFFIN-BOWEN $17,500 $17,500.00 1
3019907608 ERIC ROBINSON $189,929 $189,929.00 1
3019907635 DAVID J. GARD $93,500 $93,500.00 1
3019907641 ROBERT J. BENNETT $85,000 $85,000.00 1
3019936894 SHIRLEY DUNN $96,000 $96,000.00 1
3019938872 CHAMAINE SUDLER $26,400 $26,379.30 1
3019940055 DENNIS G HEYMAN $210,000 $210,000.00 1
3019941238 ARTHUR HALL $196,875 $196,875.00 1
3019941253 DANIEL E. COURTMAN $92,000 $92,000.00 1
3019941561 STEPHEN J. ANDERSON $98,000 $97,819.29 1
3019941693 KENRICK MARSHALL $150,000 $150,000.00 1
3019941777 QUIENTON JOHNSON $169,600 $169,236.27 1
3019942081 GERARD YEARWOOD $80,000 $80,000.00 1
3019942105 HILLARY LAWRENCE $161,500 $161,277.35 1
3019942130 JOSEPH P. ABINANTI $218,450 $218,450.00 1
3019942150 ANN HENRY WILLIAMS $112,000 $112,000.00 1
3019942205 KENDRA HAVEN $211,500 $211,500.00 1
3019942235 CHRISTOPHER JAKUBOWSKI $105,000 $105,000.00 1
3019942263 ALBERT O. KASSIM $124,290 $122,790.72 1
3019942304 WILLIAM URQUIJO $120,000 $119,942.06 1
3019942315 LAWRENCE DiGIACOMO $144,000 $143,801.10 1
3019942339 CARMEN MARIA VARGAS $151,300 $150,398.14 1
3019942384 JOHN H. GEIGER $110,000 $110,000.00 1
3019942421 LUIS A. LEON $148,500 $148,500.00 1
3019942422 FRANCIS K. OYENUGA $108,180 $108,180.00 1
3019942444 VINCENT VOGT $90,100 $90,100.00 1
3019942458 SARAI LEWIS $188,250 $188,250.00 1
3019942472 SOPHIA ROBERTS $22,100 $22,100.00 1
3019942495 WILLIAM ALFRED $157,590 $157,134.31 1
3019992560 JESUS DELGADO $89,250 $89,250.00 1
3019992656 GREGORY T. RICKARDS $96,750 $96,490.46 1
3019992677 GARY L RADER $116,250 $115,898.84 1
3019992764 RONALD L. BLIZZARD $119,000 $119,000.00 1
3039840859 GREGORY YFANTIS $23,000 $22,838.59 1
3039891838 JOSEPH R. STANGER $14,800 $14,738.80 1
3039907293 MARGARET B. CATALFAMO $17,650 $17,650.00 1
3039907464 ERNEST A CRANFORD $18,487 $18,487.00 1
3100000318 NICOLE MCCUTCHEON $112,500 $112,344.05 1
3100000599 FRANK TORRES $21,248 $20,422.19 1
3100003080 KYLE K. MCCORMICK $90,000 $89,441.08 1
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
3100003237 DEE A. ANDREU $11,500 $11,361.66 1
3100003470 GEORGE BRADFORD $20,800 $20,770.78 1
3100003641 BRUCE MORRISON $142,000 $141,248.32 1
3100003810 RALPH M. BUMP $23,000 $22,924.40 1
3100003899 FREDRIC BOLTON $100,000 $99,974.43 1
3100003909 SANVONIA DIANNE BELL $22,000 $21,665.56 1
3100003952 RICHARD E. ALLEN $29,000 $29,000.00 1
3100003986 STELLA P. JACOBI $89,100 $88,570.74 1
3100004042 PATRICIA DAWN VENA KOTALA $155,000 $155,000.00 1
3100004089 ILA BURTON $144,000 $143,801.50 1
3100004103 ROBERT NIEVES $213,350 $212,871.57 1
3100004111 CYNTHIA CROMARTIE $15,000 $15,000.00 1
3100004113 FLORENCE YOUNG $23,000 $22,930.84 1
3100004168 GUSTAVO C. MERINO $148,500 $148,295.28 1
3100004198 ANTHONY TROCCHIA $185,000 $184,697.48 1
3100004202 THERESA WILLIAMS $28,000 $28,000.00 1
3100004320 RICKY T. WILLIAMS $84,000 $84,000.00 1
3100004324 DAVID MARAINO $17,066 $16,940.92 1
3100004359 PATRICK F. LEWIS JR. $12,000 $12,000.00 1
3100004361 HEYWARD HEMMINGWAY JR. $18,000 $18,000.00 1
3100004365 VIRGINIA E. CAGER $17,000 $16,866.40 1
3100004368 EVODIO J. MATA $21,575 $21,575.00 1
3100004388 EILEEN A. MATHEWS $93,000 $93,000.00 1
3100004452 JOHN W. BERGER $27,000 $26,026.08 1
3100004456 MARIANNE MIZENIS $81,250 $81,250.00 1
3100004491 CAROL WEBBER $19,000 $19,000.00 1
3100004496 CHERI J. BUFFINGTON $27,000 $26,812.08 1
3100004538 ANTHONY RODRIGUEZ $112,000 $112,000.00 1
3100004592 THOMAS DONOVAN $11,000 $11,000.00 1
3100004740 CLAIRE A. BRINK $110,000 $110,000.00 1
3100004758 SCOTT ANNITTI $115,500 $115,500.00 1
3100004766 MIGUEL MORALES $10,000 $10,000.00 1
3100004890 KERRY S. JOHNSON $18,000 $18,000.00 1
3100004911 DEAN NICHOLAS $15,500 $15,500.00 1
10427 LONG ISLAND FITNESS TRAIN $45,000 $45,000.00 2
10437 THE BEER JOINT, INC. $50,000 $50,000.00 2
10439 PAMELA RUFF $68,000 $68,000.00 2
10446 HARVEY ROBINSON, INC. $45,000 $45,000.00 2
10453 MICHAEL LOPEZ $57,500 $57,500.00 2
10454 MARY DEPRIMO $80,000 $78,433.38 2
10455 DERRICK STRAHORN $38,000 $38,000.00 2
10457 XI HUI WU $40,000 $40,000.00 2
10461 GABBY, INC. $30,000 $30,000.00 2
10462 CHUN SUP LEE $51,000 $51,000.00 2
10463 DOUGLAS VICKERS $32,500 $32,500.00 2
10467 FERNANDO T. TOMAS $32,000 $32,000.00 2
10475 JOHN H. HILBURT JR. $58,000 $58,000.00 2
10481 GEORGE KREIER COMPANY, I $42,000 $42,000.00 2
8882133 ASRB, INC. $36,000 $36,000.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
8882152 STERLING L. LOCKETT $52,000 $52,000.00 2
8882156 ANNA TERRANOVA $50,000 $50,000.00 2
8882163 TITAN DEVELOPMENT, L.L.C $65,000 $65,000.00 2
8882166 DIGIORGIO HOLDING CORPORA $35,000 $35,000.00 2
10178 ROBERT O. TATE JR. $50,000 $50,000.00 2
10395 BILLIE H. ENGLAND $47,000 $46,852.80 2
10485 RICHARD F. REICHART SR. $55,000 $55,000.00 2
10486 SHELLEY R. BARTLETT $50,000 $50,000.00 2
10487 CLUB 17, INC. $48,000 $48,000.00 2
10488 THERA-CON MEDICAL CORP. I $50,000 $50,000.00 2
10489 ROXANNA BENNETT $60,000 $60,000.00 2
10498 ALICE A. BAKER, INC. $130,000 $130,000.00 2
10440 SIMINS FALOTICO GROUP, IN $250,000 $250,000.00 2
10443 ALEX M. ALEXIADES $325,000 $325,000.00 2
10447 GEORGE WAKE, INC. $350,000 $350,000.00 2
10448 GEORGE T. WAKE $250,000 $250,000.00 2
10449 GEORGE T. WAKE $250,000 $250,000.00 2
10470 FELIPE LUNA $60,000 $60,000.00 2
10473 R. C. DELLS, INC. $350,000 $350,000.00 2
8882159 JOHN ALLERT $135,000 $135,000.00 2
10466 LENNY'S SPIRITS, INC. $205,000 $205,000.00 2
10490 ORANGE CENTER CONVENIENCE $90,000 $90,000.00 2
1041334 MARK ALLEN SHOOK $74,700 $74,700.00 2
1047278 CARL BECKETT $65,000 $64,587.23 2
1048486 ARTEMIO APONTE $133,200 $133,200.00 2
1049128 SUSIE MALONE $38,400 $38,400.00 2
1049189 CORNELIUS V. GRAY $55,250 $55,250.00 2
1050490 ORGILIO A. ALFONSO $72,250 $72,250.00 2
1050981 MICHAEL SPIEGEL $63,900 $63,900.00 2
1051270 KATHY VANCE $30,100 $30,100.00 2
1051417 CARMEN J. CARTIGLIA $150,000 $150,000.00 2
1051733 VERLON D. HILL $58,500 $58,500.00 2
1052127 MILDRED H. MATES $60,000 $60,000.00 2
1052145 MARK ALLEN NELSON $58,500 $58,500.00 2
1052212 BOBBY CROZIER $36,000 $36,000.00 2
1052230 KATHLEEN M. VANCE $31,500 $31,500.00 2
1052321 ROSELYN P. SIMMONS $42,800 $42,800.00 2
1052340 ROBERT M. HAND $76,500 $76,201.21 2
1052363 JEAN LADOUCEUR $72,000 $72,000.00 2
1052398 LEE DOROTHY SMITH $58,650 $58,650.00 2
1052605 WILLIAM MCGARRAH JR. $50,850 $50,850.00 2
1052610 LORI LYN HUFF $52,000 $52,000.00 2
1052644 RUFUS RIVERS $59,200 $59,200.00 2
1052665 VERNON A. OGLETREE JR. $67,122 $67,122.00 2
1052850 FERNANDO L. GENSOLLEN $57,000 $57,000.00 2
1052883 LENOX R. GRANDERSON $62,500 $62,092.57 2
1052897 WINSTON HAUGHTON $126,000 $126,000.00 2
1052995 TAMMY C. REESE $55,250 $55,250.00 2
1053115 ZUFER DERVISEVIC $70,850 $70,850.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1053170 ESSIE E. DANIELS $52,000 $51,901.10 2
1053171 JEFF SCHULZ $40,000 $39,776.41 2
1053177 JOHN B. HENRY JR. $56,250 $56,250.00 2
1053274 HARVEY MERKERSON $55,200 $55,200.00 2
1053385 JAMES WILLIAM CONNOR $30,000 $30,000.00 2
1053690 NEIL W. MANSUR $37,517 $37,517.00 2
1053753 PATRICIA ANN DILLON $58,500 $58,500.00 2
1053806 LINDA SMITH $72,000 $72,000.00 2
1053811 BARRINGTON WILLIAMS $30,000 $30,000.00 2
1053852 CHARLES KENT $72,500 $72,074.99 2
1053877 GREGG S. RITTENHOUSE $32,500 $32,500.00 2
1053921 RUSSELL J. GRANDCHAMP JR. $140,000 $140,000.00 2
1053973 MARTIN KILSTEIN $60,000 $60,000.00 2
1054018 BRYAN E. WOODARDS $135,000 $135,000.00 2
1054025 MUSA SPENCER $56,000 $56,000.00 2
1054062 CATHERINE C. PIZZO $50,000 $49,636.19 2
1054117 PATRICK YOUNGKIN $135,000 $135,000.00 2
1054123 PAMELA BLACKMAN $75,000 $75,000.00 2
1054157 LEE CASH $316,000 $316,000.00 2
1054244 GELSOMINA ROSIELLO $129,000 $129,000.00 2
1054301 WILLIAM R. SHULER $60,000 $59,853.30 2
1054305 GWENEVER YOUNG $34,000 $34,000.00 2
1054309 GWENEVER L. YOUNG $40,000 $40,000.00 2
1054330 KENNETH M.W. DAY II $30,000 $30,000.00 2
1054361 ROBERT WILLIAMS $128,000 $128,000.00 2
1054368 SHIRLEY M. SHORES $35,000 $35,000.00 2
1054496 JAMES E. FINNEGAN $35,000 $34,819.64 2
1054502 ROBERT K. MASON JR. $73,600 $73,600.00 2
1054567 JOHNNY R. RICE $66,000 $66,000.00 2
1054597 CARLOS THOMAS $249,500 $249,500.00 2
1054649 SUSSANE DE PRE A/K/A SUSS $60,000 $60,000.00 2
1054718 CARRIE F. DOVE MOORE $71,250 $71,250.00 2
1054764 JOAN R. CACCIUTTI $138,600 $138,600.00 2
1054774 DERRICK V. REIFF $69,500 $69,500.00 2
1054848 PRATHRON HENRY $72,000 $72,000.00 2
1054851 DONNA M. MCGRATH $41,500 $41,500.00 2
1054873 SARAH K. WOODS $61,200 $61,200.00 2
1054878 WILLIAM FAAS $43,000 $42,893.64 2
1054890 DONALD E. GLOS $137,700 $137,700.00 2
1054897 ANNIE D. MCNEIL $62,000 $62,000.00 2
1054915 JOSEPH PATRICK SCOTT $38,500 $38,371.64 2
1054918 RAYMOND F. BRACHER $67,200 $67,200.00 2
1054923 RONALD C. PALMER $100,000 $100,000.00 2
1054971 LETTIE WAY-SLOCUM $30,450 $30,450.00 2
1054995 JESSE LOUIS PATTERSON $63,000 $63,000.00 2
1055000 THELMA HAWES $60,480 $60,480.00 2
1055044 PAULA POOLE $130,000 $129,271.29 2
1055147 JACK A. BARNES JR. $42,000 $42,000.00 2
1055161 LARRY H. ZELLER $36,000 $35,771.01 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1055162 RUTH BERRIOS $58,500 $58,500.00 2
1055164 GEORGE B. SHOTWELL $132,000 $132,000.00 2
1055188 JOANN SANTALUCIA $42,700 $42,700.00 2
1055197 DONNA ANN BRADNEY $40,000 $40,000.00 2
1055233 PETER FOUDY $30,000 $30,000.00 2
1055236 LINDA J. UNDERWOOD $133,000 $133,000.00 2
1055259 OLGA ARANA $65,000 $65,000.00 2
1055264 JOHN RIGGINS $52,200 $52,200.00 2
1055326 SHIRLEY E. CHANCE $56,000 $56,000.00 2
1055335 MARY ANNE BURNS WINK $72,000 $72,000.00 2
1055339 MATTHEW BROWN $77,000 $77,000.00 2
1055377 JERRY RHETT III $36,000 $36,000.00 2
1055388 ELANA A. ACOX $60,000 $60,000.00 2
1055393 WILLIAM R. JONES $37,800 $37,800.00 2
1055398 LOIS FERGUSON $40,000 $40,000.00 2
1055408 GABRIEL I. ENRIQUEZ $39,000 $39,000.00 2
1055429 ROBERT N. LINDHOLM $180,000 $180,000.00 2
1055453 LAURA REED $60,000 $60,000.00 2
1055463 STEVEN GEORGE DALTON $37,000 $37,000.00 2
1055470 JEFFERY LOVE $43,200 $43,200.00 2
1055516 GERALD V. FERRANTE $21,000 $21,000.00 2
1055535 DEBBIE DYESS $73,750 $73,750.00 2
1055586 EZEQUIEL HOLGUIN $50,000 $50,000.00 2
1055592 NANCY BAXTER $42,000 $42,000.00 2
1055618 NICOLE JOHNSON $67,500 $67,500.00 2
1055619 TERESA M. CROCKETT $34,400 $34,400.00 2
1055650 STEPHEN A. BUDHU $135,000 $135,000.00 2
1055670 EDWINA T. NAGGLES $60,800 $60,800.00 2
1055692 JERRY RHETT III $32,000 $32,000.00 2
1055697 STEPHEN G. PELLEGRINI $30,000 $29,799.19 2
1055704 CHARLES B. HUBBARD $67,500 $67,500.00 2
1055750 JEAN L. QUINTAVALLE $30,000 $30,000.00 2
1055767 GLENN A. DERRICOTT $45,900 $45,900.00 2
1055780 PATRICIA A. LEECH $56,700 $56,700.00 2
1055802 LONNIE H. LOREDO $72,250 $72,250.00 2
1055804 RUTH T. HERON $69,000 $69,000.00 2
1055805 WILFORD C. JAMES $76,500 $76,500.00 2
1055816 MACHIKO RAINEY $130,500 $129,829.45 2
1055848 ALMA BURNETT $66,500 $66,500.00 2
1055851 LULA SWEENEY $71,550 $71,550.00 2
1055882 RUTHANN LLOYD $35,900 $35,900.00 2
1055886 NATHANIEL BAILEY $140,000 $140,000.00 2
1055927 RONALD RICHARDSON $64,000 $64,000.00 2
1055930 SHARON M. BAKER $67,700 $67,700.00 2
1055932 LOUIS D. LOPEZ $50,000 $50,000.00 2
1055950 ERLA ARTHUR $40,000 $40,000.00 2
1056006 DONALD E. OSTER $39,600 $39,600.00 2
1056118 CARMEN D NIXON BELCARIE $68,000 $68,000.00 2
1056164 JOHN F. HUGHES $50,000 $50,000.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1056221 DOMINICO EMILIANI $75,500 $75,500.00 2
1056287 EDITH ARROWSMITH $48,800 $48,800.00 2
1056289 SAMUEL E. TUCKER $30,000 $30,000.00 2
1056314 KELVIN P ASHE BY HIS ATTO $48,600 $48,600.00 2
1056475 PATRICIA MORROW $71,400 $71,400.00 2
1056494 DARLENE MOBLEY $62,100 $62,100.00 2
1056533 MORRIS W. GREEN $133,200 $133,200.00 2
1056537 MICHELE RENE SHAFFER $46,000 $46,000.00 2
1056607 LARRY L. SPRANKLE $37,600 $37,600.00 2
1056647 JOAN TRIMBLE $43,000 $42,950.31 2
1056683 LENORA ODOM $45,000 $45,000.00 2
1056761 DOYLE WINSTON INGRAM $35,000 $35,000.00 2
1056766 IDA M. ATHANS $248,427 $248,427.00 2
1056789 MICHAEL VAIANO $50,000 $50,000.00 2
1056837 RALPH DAVIS $58,000 $58,000.00 2
1056865 THOMAS BELL $45,000 $45,000.00 2
1056963 RICHARD L. BUDELMAN $46,000 $46,000.00 2
1056974 JAMES F. HUGHES $130,000 $130,000.00 2
1057119 BENJAMIN MCCURDY $32,000 $32,000.00 2
1057140 NEIL ANDREW GRIFFIN $32,725 $32,725.00 2
1057209 GLENN A. BLACKBURN $60,000 $60,000.00 2
1057233 WILLIAM F. LEASURE $70,200 $70,200.00 2
1057297 C. JEFF BURNS $43,827 $43,827.00 2
1057367 CHARLES DONELY FINKBEINER $57,000 $57,000.00 2
1057369 DARLENE BROOKS $53,910 $53,910.00 2
1057382 DOROTHY PIERCE $71,200 $71,200.00 2
1057401 AARON HASIUK $269,000 $269,000.00 2
1057422 IDA MANCINI $40,000 $40,000.00 2
1057433 PEDRO CORDOBA $57,000 $57,000.00 2
1057459 CHARLOTTE A. FRANKOWSKI $71,400 $71,400.00 2
1057484 QUEEN ESTER BELTON $55,800 $55,800.00 2
1057500 MARTIN T. WALSH JR. $48,000 $48,000.00 2
1057514 GREGORY CRISWELL $135,000 $135,000.00 2
1057529 DIANE P. TIERI $48,000 $48,000.00 2
1057557 VICTORIA E. BARNY-NEGRON $56,800 $56,800.00 2
1057574 DAVID R. TURNER $30,000 $30,000.00 2
1057611 YVONNE S. MILLER $72,000 $72,000.00 2
1057646 ALAN J. PIKEY $264,000 $264,000.00 2
1057662 RICHARD CHAKEJIAN SR. $35,000 $35,000.00 2
1057924 CHARLES C. HAM $76,500 $76,500.00 2
1057935 V SCOTT REIDLING $33,000 $33,000.00 2
1057941 ELFRIEDE E. WERNER $243,900 $243,900.00 2
1058039 WILBERT CLARK SR. $36,000 $36,000.00 2
1058101 LISA SWEAT $45,000 $45,000.00 2
1058231 LARRY D. CROWDER $45,050 $45,050.00 2
1058392 KESHA VENNING $54,000 $54,000.00 2
1058496 MARY A. SHEPPARD $38,000 $38,000.00 2
1058571 DAVID BOOTH $42,500 $42,500.00 2
1058644 SHERI L. WEST $76,500 $76,500.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
9013630 ALFRED CAVALLARO JR. $40,500 $40,500.00 2
9013680 HAN K. CHANG $57,600 $57,309.06 2
9013693 LOUISE C. WHITE $40,500 $40,500.00 2
9013785 PHILOMENA D'AGOSTINO $46,700 $46,700.00 2
9013801 GEORGE M. CIARAMELLA $50,400 $50,312.45 2
9013829 JOSEPH A. CAPONE $70,000 $69,880.27 2
9013843 SANDRA D. MARTIN $40,500 $40,500.00 2
9013935 JOSEPH F. CARL $60,800 $60,510.30 2
9013950 MATTHEW FORD $55,250 $55,250.00 2
9013976 ANTHONY L. CUCCHI $40,000 $40,000.00 2
9013979 PIETRO PAOLUCCI $46,800 $46,800.00 2
9013980 RICHARD THORNE $40,000 $40,000.00 2
9013989 MARIE R. ZUCK $75,200 $75,200.00 2
9013990 STEVEN J. CULLEN $42,000 $42,000.00 2
9014016 PETER D. WYNKOOP $92,645 $92,645.00 2
9014033 PELMA G. WHITE $37,000 $37,000.00 2
9014036 ANTONIO ROSADO $75,000 $75,000.00 2
1045779 GARY ALLEN SCALES $73,650 $73,650.00 2
1051181 THEODORE W. BYRD $135,000 $135,000.00 2
1051324 HUEY SMITH $38,000 $38,000.00 2
1051531 EDNA L. SMITH $76,500 $76,500.00 2
1052274 RONALD J. HALL $46,200 $46,200.00 2
1052328 SUSAN MAGAR $137,500 $137,500.00 2
1053178 DENNIS BURPOE $59,500 $59,500.00 2
1053318 AGNES BROOKS $76,000 $76,000.00 2
1054163 SIDNEI E. VALENTIM $69,600 $69,600.00 2
1054575 ERROL V. H. GILBERT $75,500 $75,500.00 2
1054651 MIKE C. ROBB $69,600 $69,600.00 2
1055353 DEBORAH N. VICKS $63,000 $63,000.00 2
1055574 VICTOR GRIFFIN $35,700 $35,700.00 2
1055715 OSCAR L. WIMBUSH $50,000 $50,000.00 2
1055898 DAVID BRICKETT $44,000 $44,000.00 2
1056085 DANIEL JODEXNIS $57,000 $57,000.00 2
1056168 JOHN R. TERRACCIANO $60,000 $60,000.00 2
1056180 SHIRLEY ANDERSON $50,400 $50,400.00 2
1056182 FOREST PRIMER $46,750 $46,750.00 2
1056731 JOSEPH L. CHILLEMI $50,000 $50,000.00 2
1056918 FREDERICK SHELTON $38,165 $38,165.00 2
1056948 CARLTON L. BUTLER JR. $131,000 $131,000.00 2
1056995 ESSIE MIMS $36,000 $36,000.00 2
1057210 MAURICE C. VANDERVALL $51,300 $51,300.00 2
1057281 BOBBY G. AMERSON $47,580 $47,580.00 2
1057414 CHERYL A. CANNON $45,000 $45,000.00 2
1057508 RICHARD J. CHEESMAN $73,600 $73,600.00 2
1057601 ROSE CHERY $41,500 $41,500.00 2
1057682 FRANCIS A. FLORES BY HIS $46,800 $46,800.00 2
1057695 KENNETH V. MILLER $69,650 $69,650.00 2
1057718 PHILIP FORAND $67,500 $67,500.00 2
1057822 CHRISTOPHER MELLEVOLD $323,000 $323,000.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1057864 ESSICK A. MAYS $74,800 $74,800.00 2
1057890 KEVIN W. HEINE $33,000 $33,000.00 2
1057929 ELVIRA MASTRIANI $47,700 $47,700.00 2
1058019 ADAM SIMON $44,500 $44,500.00 2
1058032 ANNIE P. MCSWAIN $49,000 $49,000.00 2
1058052 ANGELA C. AIKENS $60,000 $60,000.00 2
1058055 WILLIAM R. MCKEON III $68,000 $68,000.00 2
1058164 CAROL BAKER $40,000 $40,000.00 2
1058209 RICHARD H. BYRD $32,190 $32,190.00 2
1058215 SHIRLEY J. MARTIN $32,000 $32,000.00 2
1058387 CECIL D. CORNETTE $126,000 $126,000.00 2
1058419 KATHERINE YAMICH $45,000 $45,000.00 2
1058955 KEITH CIRLINCIONE $44,000 $44,000.00 2
9013838 JOYCE A. RIGHTER $30,000 $30,000.00 2
9013912 GREGORY A. RUTHERFORD $288,000 $288,000.00 2
9014003 LAVINIA L. IMES $37,000 $37,000.00 2
9014015 DEBORAH DEMING $35,250 $35,250.00 2
1049549 JOHNSON $50,360 $50,360.00 2
1051111 ALLEN $337,000 $337,000.00 2
1053285 PALMIERI $63,000 $63,000.00 2
1054743 BARNES $41,400 $41,400.00 2
1054884 BATTIATO $36,270 $36,270.00 2
1055423 WILLIAMS $71,000 $71,000.00 2
1055433 O'BRIEN $75,500 $75,500.00 2
1056084 HUTTO $43,200 $43,200.00 2
1056255 MCGRATH $74,400 $74,400.00 2
1056457 HAWKINS $43,200 $43,200.00 2
1056522 BURRELL $38,633 $38,632.53 2
1056559 MAURER $44,000 $44,000.00 2
1056672 JONES $67,400 $67,400.00 2
1056729 LA DUCA $30,000 $30,000.00 2
1056820 DUNSCOMBE $64,800 $64,800.00 2
1057216 WILKINSON $40,000 $40,000.00 2
1057274 HANDLE $77,000 $77,000.00 2
1057506 COOSEY $61,000 $61,000.00 2
1057528 TAYLOR $39,100 $39,100.00 2
1057638 LOHMEYER $76,500 $76,500.00 2
1057684 WARBURTON $51,525 $51,525.00 2
1057739 REED $38,000 $38,000.00 2
1057813 SMITH $57,400 $57,400.00 2
1058146 MILLER $77,400 $77,400.00 2
1058232 BRYANT $48,000 $48,000.00 2
1058236 BEATTY $40,500 $40,500.00 2
1058244 BECKER $48,000 $48,000.00 2
1058324 CASALINO $126,000 $126,000.00 2
1058499 WORRELLS $52,000 $52,000.00 2
1058582 MORRISSEY $35,000 $35,000.00 2
1058675 STANSKY $69,300 $69,300.00 2
1058706 ANTON $50,000 $50,000.00 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
1058813 CARTER $54,400 $54,400.00 2
1058885 DE GROAT $135,000 $135,000.00 2
1059016 ECKNA $60,000 $60,000.00 2
1059036 GIORDANO $57,750 $57,750.00 2
1059190 BOWMAN $64,600 $64,600.00 2
1059506 GRAHAM $127,500 $127,500.00 2
9013675 CURLEY $56,900 $56,900.00 2
9013881 LOPEZ $45,000 $45,000.00 2
9013944 RYAN $120,000 $120,000.00 2
9013949 SHEERIN $38,000 $38,000.00 2
9014040 DEPAZZA $79,000 $79,000.00 2
9014052 LUCKEY $43,200 $43,200.00 2
9014065 ROSATI $30,000 $30,000.00 2
9014068 DOWNEY $70,000 $70,000.00 2
9014081 BRODZIK $49,000 $49,000.00 2
9014082 SELOVER $44,500 $44,500.00 2
9014085 FINKELSTEIN $125,800 $125,800.00 2
9014099 ALVES $60,000 $60,000.00 2
9014119 DE BLANCO $74,250 $74,250.00 2
3000000225 YVONNE D. BURKHALTER $130,000 $126,871.20 2
3000000270 LEONARD L. DARRELL JR. $33,750 $33,480.70 2
3000000287 FABIOLA SANTOS GAERLAN $93,057 $93,057.00 2
3000000292 THOMAS OPDYKE $125,000 $125,000.00 2
3000000302 AVE CRAIGG $67,500 $67,425.42 2
3000000306 SOPHIE GEORGOKAS $55,000 $55,000.00 2
3000000326 JAMES F. TRAINER SR. $74,000 $74,000.00 2
3000000336 LINDA PEOPLES $44,000 $44,000.00 2
3000000339 PATRICIA NORTON $155,000 $155,000.00 2
3000000350 MICHAEL J. SARANCHAK $68,000 $68,000.00 2
3000000368 ERWIN O. HALLEY $63,250 $63,250.00 2
3000000375 ELVIN ALVAREZ $140,000 $140,000.00 2
3000000390 NANET HAMLIN $66,500 $66,500.00 2
3000000394 WILLIAM F. RYAN $35,000 $35,000.00 2
3000000421 SALVATORE M. AMORELLO $128,000 $128,000.00 2
3010199800 IRA M SCHWARTZ $90,005 $64,362.99 2
3019806661 STEPHEN E. WING $60,000 $60,000.00 2
3019806830 SELINA THOMAS $50,400 $50,296.22 2
3019840048 PASQUALE DOMICOLO $137,600 $137,600.00 2
3019840094 SALVATORE MOTTO $266,250 $265,497.17 2
3019840297 MICHAEL J. PRETOLA, JR. $46,750 $46,636.92 2
3019840710 DONALD SMITH $32,300 $32,300.00 2
3019840929 LEONA H. TAYLOR $32,000 $31,911.94 2
3019840978 CHARLES E WALTERS $129,600 $129,600.00 2
3019841259 GUSTINE ROYSTER $49,300 $49,269.71 2
3019841429 RALPH R. SCOTT $65,700 $65,273.43 2
3019841517 JESSIE R. HORTON $64,800 $64,669.15 2
3019892056 W. CEDRIC WILSON $46,400 $46,400.00 2
3019892223 GLADYS L. PERSON $64,800 $64,791.19 2
3019900812 CHARLES F. KRAUSE $140,000 $139,344.04 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
3019900866 MALEK ETMINAN-RAD $393,250 $393,250.00 2
3019904678 THERESA GRACE $75,200 $75,200.00 2
3019904728 BOBBY CAMPBELL $32,500 $32,500.00 2
3019904948 KAREN J. BROWN $76,500 $75,949.29 2
3019904981 EARL R. FAULKERSON $39,000 $39,000.00 2
3019905027 DIANA PUGH $36,000 $36,000.00 2
3019905031 MARILYN J. BEAN $48,000 $48,000.00 2
3019905033 JOHNNY B. BURKEEN $33,750 $33,750.00 2
3019905058 TIMOTHY HERRING $34,300 $34,300.00 2
3019905085 JUDY BAILEY $77,400 $77,400.00 2
3019906624 KEVIN L. IMPINK $76,000 $75,856.98 2
3019906979 MICHELLE R. BANNISTER $62,250 $62,250.00 2
3019907029 PATRICIA A. SPINDEN $62,400 $62,400.00 2
3019907070 CAROLYN G. STOKES $67,500 $67,447.11 2
3019907112 JAMES LUONGO $64,000 $64,000.00 2
3019907125 JOHN W. BERRY $58,410 $58,410.00 2
3019907141 SHIRLEY A. SHERMAN $34,200 $34,200.00 2
3019907143 GERALD C. FISHER $50,150 $50,150.00 2
3019907209 KATIE REINHARDT BRACEY $60,800 $60,734.31 2
3019907308 CHARLES W. ANDERSON $73,600 $73,600.00 2
3019907331 ANDREW AVELLINO $127,500 $127,360.56 2
3019907339 WILLIAM ALEXANDER $59,250 $59,250.00 2
3019907419 EDWARD J. SHILKOSKI $61,400 $61,188.51 2
3019907421 VICTOR M. KORNASKI $49,600 $49,600.00 2
3019907432 MARTHA ANN TATE $62,100 $62,100.00 2
3019907468 JOHN FRANCIS STALLARD $53,500 $53,500.00 2
3019907476 LEONARD A. HARRISON $63,750 $63,750.00 2
3019907477 MICHAEL P. GRECO $65,700 $65,700.00 2
3019907485 ANGELA D. HUDSON $53,400 $53,400.00 2
3019907496 WANDA BARNER $48,750 $48,488.51 2
3019907497 DENVER D. ACORD,JR. $54,000 $54,000.00 2
3019907505 KEVIN WRIGHT $74,240 $74,240.00 2
3019907520 PAUL A. TAYLOR $131,750 $131,750.00 2
3019907625 HENRY GLENN $31,200 $31,200.00 2
3019907706 KELLY RONETTE LARGENT $52,200 $52,200.00 2
3019907762 MYRNA STERLING $33,600 $33,600.00 2
3019941077 EVANGILEAN JONES $39,000 $39,000.00 2
3019941160 RONALD H. AGABABIAN $315,000 $315,000.00 2
3019941255 JOSEPH W. DONAHUE, JR $309,000 $308,735.20 2
3019941634 DON P. MELIA $68,250 $68,250.00 2
3019941793 JAMES H. LENNOX $52,000 $51,796.96 2
3019942096 THOMAS TYRONE SCOTT $74,800 $74,800.00 2
3019942124 GERTRUDE BEASLEY $76,500 $76,471.09 2
3019942245 JIMMY E. THOMAS $132,000 $132,000.00 2
3019942250 LATISHA S. SMITH $78,750 $78,750.00 2
3019942307 PATRICK CARO $65,000 $65,000.00 2
3019942309 ELWOOD H. KERNS $66,400 $66,400.00 2
3019942328 MARGARET G. MARTIN $35,000 $35,000.00 2
3019942375 MARIA JUSTE $130,500 $130,319.11 2
ORIGINAL CURRENT
Loan ID Name BALANCE BALANCE POOL
------- ---- -------- ------- ----
3019942377 VICTOR ESPINAL $131,750 $131,750.00 2
3019942379 MIRIAM M. WAGNER $59,150 $59,150.00 2
3019942394 THOMAS A. JOHNSON $51,000 $51,000.00 2
3019942400 ETIE MERMERSTEIN $346,500 $346,021.05 2
3019942437 SAMUEL I. DODEK $289,000 $289,000.00 2
3019942506 ANTONIO TAPIA $129,200 $129,200.00 2
3019942712 JOHN W. CORDRAY $291,349 $291,349.00 2
3019992557 ORAS V. FREEMAN $46,000 $45,759.65 2
3019992559 IKE PEELE $46,800 $46,800.00 2
3019992580 KENNETH W. WILLIAMS $40,500 $40,500.00 2
3019992662 HENRY R. RUFUS $78,375 $78,375.00 2
3019992667 WILLIE MAE SAVAGE $49,500 $49,500.00 2
3019992684 JACKIE L. JOHNSON $31,875 $31,875.00 2
3019992842 HOBART D. CAYWOOD $48,750 $48,750.00 2
3039907174 GLORIA P. LEWIS $30,433 $30,356.52 2
3039942404 STEPHEN JACKSON $74,216 $74,216.00 2
3039942639 RONA MADRI $108,000 $108,000.00 2
3039992680 WILLIAM A. JAMES $46,550 $46,550.00 2
3100000455 PETER R. WALL $43,897 $43,722.02 2
3100003325 JAFREY S. LIU $50,120 $50,035.93 2
3100003332 LAURA C. KYDD $59,500 $59,500.00 2
3100003374 HAMLET MALKHASSIAN $247,500 $247,359.57 2
3100003489 PAULINE HEFFREN $65,000 $64,844.85 2
3100003511 ANDRE ABMA $40,300 $40,207.18 2
3100003520 MARCY JACK $56,500 $56,500.00 2
3100003526 PATRICIA E. AARON $57,600 $57,600.00 2
3100003740 RUSSELL E. CREWS $55,875 $55,749.65 2
3100003750 LORRAINE VAUGHAN $42,400 $42,400.00 2
3100004045 WILLIAM C. SMITH $75,500 $75,500.00 2
3100004138 EVAN SILVERSTEIN $35,000 $34,834.90 2
3100004152 CLARENCE W. BIVENS $60,000 $60,000.00 2
3100004235 HELEN CASTRO $72,000 $72,000.00 2
3100004239 JAMES VINCENT CLINE $32,584 $32,472.99 2
3100004248 RUSSELL B. GREENLIEF $44,000 $43,888.79 2
3100004258 ROY E. PARRAN $50,700 $50,700.00 2
3100004291 EDWARD R. SMALL JR. $30,000 $30,000.00 2
3100004347 DARRYL JAMES $138,750 $138,307.01 2
3100004396 TRACEY THEA GORDON $60,000 $59,749.67 2
3100004397 JANE MEYERSON $40,000 $40,000.00 2
3100004398 ANASTACIO B. CUBERO $30,000 $30,000.00 2
3100004423 SUSAN J. KADIN $45,000 $45,000.00 2
3100004425 ROY MONROE JR. $45,500 $45,500.00 2
3100004494 JOSEPH M. OUGE $68,000 $68,000.00 2
3100004541 MICHAEL J. ELLIOTT $44,000 $44,000.00 2
3100004599 CAROLE A. LUNAPIENA $56,000 $56,000.00 2
3100004675 LORRAINE M. RAGNONE $40,000 $40,000.00 2
3100004705 GEORGE CHICHESTER $137,600 $137,600.00 2
3100005110 THOMAS M. DRAKE $76,800 $76,800.00 2
EXHIBIT A
FORM OF SUBSEQUENT
TRANSFER AGREEMENT
This SUBSEQUENT TRANSFER AGREEMENT, dated as of ________, 1999 (the
"Subsequent Transfer Date"), is entered into by and among ABFS 1999-1, INC., as
unaffiliated seller (the "Unaffiliated Seller"), AMERICAN BUSINESS CREDIT, INC.,
as an originator ("ABC"), HOMEAMERICAN CREDIT, INC. D/B/A UPLAND MORTGAGE, as an
originator ("Upland"), NEW JERSEY MORTGAGE AND INVESTMENT CORP., as an
originator ("NJMIC") (ABC, Upland and NJMIC are collectively referred to herein
as the "Originators"), and PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION,
as depositor (the "Depositor").
W I T N E S S E T H:
Reference is hereby made to (x) that certain Unaffiliated Seller's
Agreement, dated as of March 1, 1999 (the "Unaffiliated Seller's Agreement"), by
and among the Unaffiliated Seller, the Originators and the Depositor, and (y)
that certain Indenture, dated as of March 1, 1999 (the "Indenture"), by and
between the ABFS Mortgage Loan Trust 1999-1 (the "Trust") and The Bank of New
York, as indenture trustee (the "Indenture Trustee"). Pursuant to the
Unaffiliated Seller's Agreement, the Originators have agreed to sell, assign and
transfer, and the Unaffiliated Seller has agreed to accept, from time to time,
Subsequent Mortgage Loans (as defined below), and the Unaffiliated Seller has
agreed to sell, assign and transfer, and the Depositor has agreed to accept,
from time to time, such Subsequent Mortgage Loans. The Unaffiliated Seller's
Agreement provides that each such sale of Subsequent Mortgage Loans be evidenced
by the execution and delivery of a Subsequent Transfer Agreement such as this
Subsequent Transfer Agreement.
The assets sold to the Unaffiliated Seller, and then sold to the
Depositor pursuant to this Subsequent Transfer Agreement consist of (a) the
Subsequent Mortgage Loans in Pool I and Pool II listed in the Mortgage Loan
Schedule attached hereto (including property that secures a Subsequent Mortgage
Loan that becomes an REO Property), including the related Mortgage Files
delivered or to be delivered to the Collateral Agent, on behalf of the Indenture
Trustee, including all payments of principal received, collected or otherwise
recovered after the Subsequent Cut-Off Date for each Subsequent Mortgage Loan,
all payments of interest due on each Subsequent Mortgage Loan after the
Subsequent Cut-Off Date therefor whenever received and all other proceeds
received in respect of such Subsequent Mortgage Loans, (b) the Insurance
Policies relating to the Subsequent Mortgage Loans, and (c) all proceeds of the
conversion, voluntary or involuntary, of any of the foregoing into cash or other
liquid assets, including, without limitation, all insurance proceeds and
condemnation awards.
The "Subsequent Mortgage Loans" are those listed on the Schedule of
Mortgage Loans attached hereto. The Aggregate Principal Balance of such
Subsequent Mortgage
Loans as of the Subsequent Cut-Off Date is $__________ in Pool I and $__________
in Pool II.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions. For the purposes of this Subsequent Transfer
Agreement, capitalized terms used herein but not otherwise defined shall have
the respective meanings assigned to such terms in Appendix I to the Indenture.
Section 2. Sale, Assignment and Transfer. In consideration of the
receipt of $__________ (such amount being approximately 100% of the Aggregate
Principal Balance of the Subsequent Mortgage Loans) from the Unaffiliated
Seller, each of the Originators hereby sells, assigns and transfers to the
Unaffiliated Seller, without recourse, all of their respective right, title and
interest in, to, and under the Subsequent Mortgage Loans and related assets
described above, whether now existing or hereafter arising.
In consideration of receipt of $__________ (such amount being
approximately 100% of the Aggregate Principal Balance of the Subsequent Mortgage
Loans) from the Depositor, the Unaffiliated Seller hereby sells, assigns and
transfers to the Depositor, without recourse, all of its right, title and
interest in, to, and under the Subsequent Mortgage Loans and related assets
described above, whether now existing or hereafter arising.
In connection with each such sale, assignment and transfer, the
Originators and the Unaffiliated Seller shall satisfy the document delivery
requirements set forth in Section 2.05 of the Sale and Servicing Agreement with
respect to each Subsequent Mortgage Loan.
Section 3. Representations and Warranties of the Originators and the
Unaffiliated Seller. With respect to each Subsequent Mortgage Loan, each of the
Originators and the Unaffiliated Seller hereby remake each of the
representations, warranties and covenants made by the Originators and the
Unaffiliated Seller in Section 3.03 of the Unaffiliated Seller's Agreement, on
which the Depositor relies in accepting the Subsequent Mortgage Loans. Such
representations and warranties speak as of the Subsequent Transfer Date unless
otherwise indicated, and shall survive each sale, assignment, transfer and
conveyance of the Subsequent Mortgage Loans to the Depositor.
Each of the Originators and the Unaffiliated Seller hereby acknowledge
that the Depositor is transferring the Subsequent Mortgage Loans to the Trust,
and that the Trust is pledging the Subsequent Mortgage Loans to the Indenture
Trustee, for the benefit of the Noteholders and the Note Insurer, on the date
hereof. Each of the Originators and the Unaffiliated Seller hereby acknowledge
and agree that the Depositor may assign to the Trust, and the Trust may assign
to the Indenture Trustee, for the benefit of the Noteholders and the Note
Insurer, its interest in the representations and warranties set forth in this
Section 3. Each of the Originators and the Unaffiliated Seller agrees that,
2
upon such assignment to the Trust and pledge to the Indenture Trustee, such
representations, warranties, agreements and covenants will run to and be for the
benefit of the Indenture Trustee and the Indenture Trustee may enforce, without
joinder of the Depositor or the Trust, the repurchase and indemnification
obligations of the Unaffiliated Seller and the Originators set forth herein with
respect to breaches of such representations, warranties, agreements and
covenants.
Section 4. Repurchase of Subsequent Mortgage Loans. Upon discovery by
any of the Depositor, the Unaffiliated Seller, an Originator, the Indenture
Trustee, the Servicer on behalf of the Trust, the Note Insurer or any Noteholder
of a breach of any of the representations and warranties made by the Originators
and the Unaffiliated Seller pursuant to Section 3.03 of the Unaffiliated
Seller's Agreement or this Section 3, the party discovering such breach shall
give prompt written notice to each other Person; provided, that the Indenture
Trustee shall have no duty to inquire or to investigate the breach of any such
representations and warranties. The Originators and the Unaffiliated Seller will
be obligated to repurchase a Subsequent Mortgage Loan which breaches a
representation or warranty in accordance with the provisions of Section 4.02 of
the Sale and Servicing Agreement or to indemnify as described in Section 3.05(g)
of the Unaffiliated Seller's Agreement. Such repurchase and indemnification
obligation of the Originators and the Unaffiliated Seller shall constitute the
sole remedy against the Originators and the Unaffiliated Seller, and the Trust
for such breach available to the Servicer, the Trust, the Depositor, the
Indenture Trustee, the Note Insurer and the Noteholders.
Section 5. Amendment. This Subsequent Transfer Agreement may be amended
from time to time by the Originators, the Unaffiliated Seller and the Depositor
only with the prior written consent of the Note Insurer (or, in the event of a
Note Insurer Default, the Majority Holders).
Section 6. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS SUBSEQUENT
TRANSFER AGREEMENT AND ANY AMENDMENT HEREOF PURSUANT TO SECTION 5 SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUBSEQUENT TRANSFER
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM
THEREIN.
Section 7. Counterparts. This Subsequent Transfer Agreement may be
executed in counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which shall constitute one and
the same instrument.
Section 8. Binding Effect; Third-Party Beneficiaries. This Subsequent
Transfer Agreement will inure to the benefit of and be binding upon the parties
hereto, the Note Insurer, the Trust, the Noteholders, and their respective
successors and permitted assigns.
3
Section 9. Headings. The headings herein are for purposes of reference
only and shall not otherwise affect the meaning or interpretation of any
provision hereof.
Section 10. Exhibits. The exhibits attached hereto and referred to
herein shall constitute a part of this Subsequent Transfer Agreement and are
incorporated into this Subsequent Transfer Agreement for all purposes.
Section 11. Intent of the Parties; Security Agreement. The Originators,
the Unaffiliated Seller and the Depositor intend that the conveyance of all
right, title and interest in and to the Subsequent Mortgage Loans and related
assets described above by the Originators to the Unaffiliated Seller and by the
Unaffiliated Seller to the Depositor pursuant to this Subsequent Transfer
Agreement shall be, and be construed as, a sale of the Subsequent Mortgage Loans
from the Originators to the Unaffiliated Seller and from the Unaffiliated Seller
to the Depositor.
It is, further, not intended that such conveyances be deemed to be
pledges of the Subsequent Mortgage Loans by the Originators to the Unaffiliated
Seller and by the Unaffiliated Seller to the Depositor to secure a debt or other
obligation of the Originators or of the Unaffiliated Seller, as the case may be.
However, in the event that the Subsequent Mortgage Loans are held to be property
of the Originators or the Unaffiliated Seller, or if for any reason this
Subsequent Transfer Agreement is held or deemed to create a security interest in
the Subsequent Mortgage Loans, then it is intended that: (a) this Subsequent
Transfer Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the Uniform Commercial Code of any other
applicable jurisdiction; (b) the conveyance provided for in this Subsequent
Transfer Agreement shall be deemed to be a grant by the Originators to the
Unaffiliated Seller and by the Unaffiliated Seller to the Depositor of a
security interest in all of the Originators' and the Unaffiliated Seller's
respective right, title and interest, whether now owned or hereafter acquired,
in and to the Subsequent Mortgage Loans and related assets described above. The
Originators and the Unaffiliated Seller, as applicable, shall, to the extent
consistent with this Subsequent Transfer Agreement, take such reasonable actions
as may be necessary to ensure that, if this Subsequent Transfer Agreement were
deemed to create a security interest in the Subsequent Mortgage Loans and the
other property described above, such interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of this Subsequent Transfer Agreement.
[Remainder of Page Intentionally Left Blank]
4
IN WITNESS WHEREOF, the Originators, the Unaffiliated Seller and the Depositor
have caused this Subsequent Transfer Agreement to be duly executed by their
respective officers as of the day and year first above written.
AMERICAN BUSINESS CREDIT, INC.
By: _________________________________
Name:
Title:
HOMEAMERICAN CREDIT, INC. D/B/A
UPLAND MORTGAGE
By: _________________________________
Name:
Title:
NEW JERSEY MORTGAGE AND INVESTMENT, INC.
By: _________________________________
Name:
Title:
ABFS 1999-1, INC.
By: _________________________________
Name:
Title:
PRUDENTIAL SECURITIES SECURED FINANCING
CORPORATION
By: _________________________________
Name:
Title:
[Signature Page to Subsequent Transfer Agreement]
