Execution
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GE CAPITAL MORTGAGE SERVICES, INC.,
Seller and Servicer
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
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POOLING AND SERVICING AGREEMENT
Dated as of August 1, 1999
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GE Capital Mortgage Services, Inc.,
1999-19 Trust
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Table of Contents
Page
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ARTICLE I
DEFINITIONS
Section 1.01. Definitions................................................................................1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans..............................................................33
Section 2.02. Acceptance by Trustee.....................................................................37
Section 2.03. Representations and Warranties of the Company; Mortgage Loan Repurchase...................38
Section 2.04. Execution of Certificates.................................................................43
Section 2.05. Designations under the REMIC Provisions...................................................43
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Company to Act as Servicer................................................................44
Section 3.02. Collection of Certain Mortgage Loan Payments; Mortgage Loan Payment Record;
Certificate Account....................................................................47
Section 3.03. Collection of Taxes, Assessments and Other Items..........................................50
Section 3.04. Permitted Debits to the Mortgage Loan Payment Record......................................50
Section 3.05. Maintenance of the Primary Insurance Policies.............................................51
Section 3.06. Maintenance of Hazard Insurance...........................................................52
Section 3.07. Assumption and Modification Agreements....................................................53
Section 3.08. Realization Upon Defaulted Mortgage Loans.................................................53
Section 3.09. Trustee to Cooperate; Release of Mortgage Files...........................................56
Section 3.10. Servicing Compensation; Payment of Certain Expenses by the Company........................57
Section 3.11. Reports to the Trustee....................................................................57
Section 3.12. Annual Statement as to Compliance.........................................................57
Section 3.13. Annual Independent Public Accountants' Servicing Report...................................58
Section 3.14. Access to Certain Documentation and Information Regarding the Mortgage Loans..............58
Section 3.15. Maintenance of Certain Servicing Policies.................................................58
Section 3.16. Optional Purchase of Defaulted Mortgage Loans.............................................59
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions.............................................................................59
Section 4.02. Method of Distribution....................................................................63
Section 4.03. Allocation of Losses......................................................................64
Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans...................................66
Section 4.05. Statements to Certificateholders..........................................................67
Section 4.06. Servicer's Certificate....................................................................69
Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged Property............................69
Section 4.08. Reduction of Servicing Fees by Compensating Interest Payments.............................69
Section 4.09. Surety Bond...............................................................................69
Section 4.10. Distributions to Holders of Designated Retail Certificates................................69
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates..........................................................................74
Section 5.02. Registration of Transfer and Exchange of Certificates.....................................76
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.........................................81
Section 5.04. Persons Deemed Owners.....................................................................81
Section 5.05. Access to List of Certificateholders' Names and Addresses.................................81
Section 5.06. Representation of Certain Certificateholders..............................................82
Section 5.07. Determination of COFI.....................................................................82
Section 5.08. Determination of LIBOR....................................................................83
ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company..................................................................84
Section 6.02. Merger or Consolidation of, or Assumption of the Obligations of, the Company..............84
Section 6.03. Assignment................................................................................84
Section 6.04. Limitation on Liability of the Company and Others.........................................85
Section 6.05. The Company Not to Resign.................................................................85
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.........................................................................86
Section 7.02. Trustee to Act; Appointment of Successor..................................................87
Section 7.03. Notification to Certificateholders........................................................88
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee.........................................................................88
Section 8.02. Certain Matters Affecting the Trustee.....................................................89
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.....................................90
Section 8.04. Trustee May Own Certificates..............................................................90
Section 8.05. The Company to Pay Trustee's Fees and Expenses............................................91
Section 8.06. Eligibility Requirements for Trustee......................................................91
Section 8.07. Resignation or Removal of Trustee.........................................................91
Section 8.08. Successor Trustee.........................................................................92
Section 8.09. Merger or Consolidation of Trustee........................................................92
Section 8.10. Appointment of Co-Trustee or Separate Trustee.............................................93
Section 8.11. Compliance with REMIC Provisions; Tax Returns.............................................94
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans...........94
Section 9.02. Additional Termination Requirements.......................................................95
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment................................................................................96
Section 10.02. Recordation of Agreement.................................................................97
Section 10.03. Limitation on Rights of Certificateholders...............................................97
Section 10.04. Governing Law............................................................................98
Section 10.05. Notices..................................................................................98
Section 10.06. Notices to the Rating Agencies...........................................................98
Section 10.07. Severability of Provisions...............................................................99
Section 10.08. Certificates Nonassessable and Fully Paid................................................99
Exhibits
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EXHIBIT A Forms of Certificates
EXHIBIT B Principal Balance Schedules
EXHIBIT C Mortgage Loans (including list of Cooperative Loans)
EXHIBIT D Form of Servicer's Certificate
EXHIBIT E Form of Transfer Certificate as to ERISA Matters for
Definitive ERISA-Restricted Certificates
EXHIBIT F Form of Residual Certificate Transferee Affidavit
EXHIBIT G Form of Residual Certificate Transferor Letter
EXHIBIT H Additional Servicer Compensation
EXHIBIT I Form of Investment Letter for Definitive Restricted
Certificates
EXHIBIT J Form of Distribution Date Statement
EXHIBIT K Form of Special Servicing and Collateral Fund Agreement
EXHIBIT L Form of Lost Note Affidavit and Agreement
EXHIBIT M Schedule of Designated Loans
EXHIBIT N Schedule of Pledged Asset Mortgage Loans
EXHIBIT O Senior Principal Priorities
THIS POOLING AND SERVICING AGREEMENT, dated as of August 1, 1999, between
GE CAPITAL MORTGAGE SERVICES, INC., a corporation organized and existing under
the laws of the State of New Jersey, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts banking corporation, as Trustee.
W I T N E S S E T H T H A T :
- - - - - - - - - - - - - -
In consideration of the mutual agreements herein contained, GE Capital
Mortgage Services, Inc. and State Street Bank and Trust Company agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:
Accretion Directed Certificate: None.
Accretion Directed Component: None.
Accretion Termination Date: None.
Accrual Amount: As to any Class of Accrual Certificates and
any Accrual Component and each Distribution Date through the related
Accretion Termination Date, the sum of (x) any amount of Accrued
Certificate Interest allocable to such Class or Component pursuant to
Section 4.01(a)(i) on such Distribution Date and (y) any amount of
Unpaid Class Interest Shortfall allocable to such Class or Component
pursuant to Section 4.01(a)(ii) on such Distribution Date, to the
extent that such amounts are distributed to any Accretion Directed
Certificates and any Accretion Directed Components pursuant to Section
4.01(e). As to any Class of Accrual Certificates and any Accrual
Component and each Distribution Date after the related Accretion
Termination Date, zero.
Accrual Certificates: None.
Accrual Component: None.
Accrued Certificate Interest: As to any Distribution Date and
any Class of Certificates (other than any Class of Principal Only
Certificates and any Class of Certificates consisting of Specified
Components), interest accrued during the related Interest Accrual
Period at the applicable Certificate Interest Rate on the Class
Certificate Principal Balance (or, in the case of any Class of Notional
Certificates other than the Class S Certificates, on the aggregate
Notional Principal Balance) thereof immediately prior to (or, in the
case of the Class S Certificates, on the aggregate Notional Principal
Balance thereof with respect to) such Distribution Date, calculated on
the basis of a 360-day year consisting of twelve 30-day months. As to
any Distribution Date and any Specified Component (other than any
Principal Only Component), interest accrued during the related Interest
Accrual Period at the applicable Component Interest Rate on the
Component Principal Balance (or Notional Component Principal Balance)
thereof immediately prior to such Distribution Date, calculated on the
basis of a 360-day year consisting of twelve 30-day months. As to any
Distribution Date and any Class of Certificates consisting of Specified
Components, the aggregate of Accrued Certificate Interest on such
Specified Components for such Distribution Date.
Accrued Certificate Interest on each Class of Certificates
(other than any Class of Principal Only Certificates and any Class of
Certificates consisting of Specified Components) and any Specified
Component (other than any Principal Only Component) shall be reduced by
such Class's or Specified Component's share of the amount of any Net
Interest Shortfall and Interest Losses for such Distribution Date. Any
Net Interest Shortfall and Interest Losses shall be allocated among (x)
the Classes of Certificates (other than any Class of Principal Only
Certificates and any Class of Certificates consisting of Specified
Components) and (y) the Specified Components (other than any Principal
Only Component) of any Component Certificate in proportion to the
respective amounts of Accrued Certificate Interest that would have
resulted absent such shortfall or losses.
Additional Collateral: With respect to any Mortgage 100SM
Loan, the marketable securities held from time to time as security for
the repayment of such Mortgage 100SM Loan and any related collateral.
With respect to any Parent PowerSM Loan, the third-party guarantee for
such Parent PowerSM Loan, together with (i) any marketable securities
held from time to time as security for the performance of such
guarantee and any related collateral or (ii) any mortgaged property
securing the performance of such guarantee, the related home equity
line of credit loan and any related collateral.
Agreement: This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
Allocable Share: (a) As to any Distribution Date and amounts
distributable pursuant to clauses (i) and (iii) of the definition of
Junior Optimal Principal Amount, and as to each Class of Junior
Certificates, the fraction, expressed as a percentage, the numerator of
which is the Class Certificate Principal Balance of such Class and the
denominator of which is the aggregate Class Certificate Principal
Balance of the Junior Certificates.
(b) As to any Distribution Date and amounts distributable
pursuant to clauses (ii), (iv) and (v) of the definition of Junior
Optimal Principal Amount, and as to the Class M Certificates and each
Class of Class B Certificates for which the related Prepayment
Distribution Trigger has been satisfied on such Distribution Date, the
fraction, expressed as a percentage, the numerator of which is the
Class Certificate Principal Balance of such Class and the denominator
of which is the aggregate Class Certificate Principal Balance of all
such Classes. As to any Distribution Date and each Class of Class B
Certificates for which the related Prepayment Distribution Trigger has
not been satisfied on such Distribution Date, 0%.
Amortization Payment: As to any REO Mortgage Loan and any
month, the payment of principal and accrued interest due in such month
in accordance with the terms of the related Mortgage Note as
contemplated by Section 3.08(b).
Amount Held for Future Distribution: As to each Distribution
Date, the total of all amounts credited to the Mortgage Loan Payment
Record as of the preceding Determination Date on account of (i)
Principal Prepayments, Insurance Proceeds and Liquidation Proceeds
received subsequent to the preceding Prepayment Period applicable to
such receipts, and (ii) monthly payments of principal and interest due
subsequent to the preceding Due Date.
Anniversary Determination Date: The Determination Date
occurring in September of each year that the Certificates are
outstanding, commencing in September 2000.
Assignment of Proprietary Lease: With respect to a Cooperative
Loan, the assignment of the related Proprietary Lease from the
Mortgagor to the originator of the Cooperative Loan.
Assumed Monthly Payment Reduction: As of any Anniversary
Determination Date and as to any Non-Primary Residence Loan remaining
in the Mortgage Pool whose original principal balance was 80% or
greater of the Original Value thereof, the excess of (i) the Monthly
Payment thereof calculated on the assumption that the Mortgage Rate
thereon was equal to the weighted average (by principal balance) of the
Net Mortgage Rates of all Outstanding Mortgage Loans (the "Weighted
Average Rate") as of such Anniversary Determination Date over (ii) the
Monthly Payment thereof calculated on the assumption that the Net
Mortgage Rate thereon was equal to the Weighted Average Rate less 1.25%
per annum.
Available Funds: As to each Distribution Date, an amount equal
to the sum of (i) all amounts credited to the Mortgage Loan Payment
Record pursuant to Section 3.02 as of the preceding Determination Date,
(ii) any Monthly Advance and any Compensating Interest Payment for such
Distribution Date, (iii) the Purchase Price of any Defective Mortgage
Loans and Defaulted Mortgage Loans deposited in the Certificate Account
on the Business Day preceding such Distribution Date (including any
amounts deposited in the Certificate Account in connection with any
substitution of a Mortgage Loan as specified in Section 2.03(b)), and
(iv) the purchase price of any defaulted Mortgage Loan purchased under
an agreement entered into pursuant to Section 3.08(e) as of the end of
the preceding Prepayment Period less the sum of (x) the Amount Held for
Future Distribution, (y) the amount of any Unanticipated Recovery
credited to the Mortgage Loan Payment Record pursuant to clause (vi) of
Section 3.02(b), and (z) amounts permitted to be debited from the
Mortgage Loan Payment Record pursuant to clauses (i) through (vii) and
(ix) of Section 3.04.
Bankruptcy Coverage Termination Date: The Distribution Date
upon which the Bankruptcy Loss Amount has been reduced to zero or a
negative number (or the Cross-Over Date, if earlier).
Bankruptcy Loss Amount: As of any Determination Date prior to
the first Anniversary Determination Date, the Bankruptcy Loss Amount
shall equal $100,000, as reduced by the aggregate amount of Deficient
Valuations and Debt Service Reductions since the Cut-off Date. As of
any Determination Date after the first Anniversary Determination Date,
other than an Anniversary Determination Date, the Bankruptcy Loss
Amount shall equal the Bankruptcy Loss Amount on the immediately
preceding Anniversary Determination Date as reduced by the aggregate
amount of Deficient Valuations and Debt Service Reductions since such
preceding Anniversary Determination Date. As of any Anniversary
Determination Date, the Bankruptcy Loss Amount shall equal the lesser
of (x) the Bankruptcy Loss Amount as of the preceding Determination
Date as reduced by any Deficient Valuations and Debt Service Reductions
for the preceding Distribution Date, and (y) the greater of (i) the
Fitch Formula Amount for such Anniversary Determination Date and (ii)
the Formula Amount for such Anniversary Determination Date.
The Bankruptcy Loss Amount may be further reduced by the
Company (including accelerating the manner in which such coverage is
reduced) provided that prior to any such reduction, the Company shall
obtain written confirmation from each Rating Agency that such reduction
shall not adversely affect the then-current rating assigned to the
related Classes of Certificates by such Rating Agency and shall provide
a copy of such written confirmation to the Trustee.
BBA: The British Bankers' Association.
BIF: The Bank Insurance Fund of the FDIC, or its successor in
interest.
Book-Entry Certificate: Any Certificate registered in the name
of the Depository or its nominee, ownership of which is reflected on
the books of the Depository or on the books of a person maintaining an
account with such Depository (directly or as an indirect participant in
accordance with the rules of such Depository). As of the Closing Date,
each Class of Certificates, other than the Class B3, Class B4, Class
B5, Class R, Class PO and Class S Certificates, constitutes a Class of
Book-Entry Certificates.
Book-Entry Nominee: As defined in Section 5.02(b).
Business Day: Any day other than a Saturday or a Sunday, or a
day on which banking institutions in New York City or the city in which
the Corporate Trust Office is located are authorized or obligated by
law or executive order to be closed.
Buydown Funds: Funds contributed by the Mortgagor or another
source in order to reduce the interest payments required from the
Mortgagor for a specified period in specified amounts.
Buydown Mortgage Loan: Any Mortgage Loan as to which the
Mortgagor pays less than the full monthly payment specified in the
Mortgage Note during the Buydown Period and the difference between the
amount paid by the Mortgagor and the amount specified in the Mortgage
Note is paid from the related Buydown Funds.
Buydown Period: The period during which Buydown Funds are
required to be applied to the related Buydown Mortgage Loan.
Certificate: Any one of the certificates signed and
countersigned by the Trustee in substantially the forms attached hereto
as Exhibit A.
Certificate Account: The trust account or accounts created and
maintained with the Trustee pursuant to Section 3.02 and which must be
an Eligible Account.
Certificate Interest Rate: With respect to any Class of
Certificates, other than the Class S Certificates or any LIBOR
Certificates, and as of any Distribution Date, the per annum rate
specified or described in Section 5.01(b). With respect to any Class of
LIBOR Certificates, the per annum variable rate at any time at which
interest accrues on the Certificates of such Class, as determined
pursuant to Section 5.01(f). With respect to the Class S Certificates
and any Distribution Date, the Strip Rate for such Distribution Date.
Certificate Owner: With respect to any Book-Entry Certificate,
the person who is the beneficial owner thereof.
Certificate Principal Balance: As to any Certificate other
than a Notional Certificate, and as of any Distribution Date, the
Initial Certificate Principal Balance of such Certificate (plus, in the
case of any Accrual Certificate, its Percentage Interest of any related
Accrual Amount for each previous Distribution Date) less the sum of (i)
all amounts distributed with respect to such Certificate in reduction
of the Certificate Principal Balance thereof on previous Distribution
Dates pursuant to Section 4.01, (ii) any Realized Losses allocated to
such Certificate on previous Distribution Dates pursuant to Section
4.03(b) and (c), and (iii) in the case of a Subordinate Certificate,
such Certificate's Percentage Interest of the Subordinate Certificate
Writedown Amount allocated to such Certificate on previous Distribution
Dates. The Notional Certificates are issued without Certificate
Principal Balances.
Certificate Register and Certificate Registrar: The register
maintained and the registrar appointed pursuant to Section 5.02.
Certificateholder or Holder: The person in whose name a
Certificate is registered in the Certificate Register, except that,
solely for the purposes of giving any consent pursuant to this
Agreement, a Certificate of any Class to the extent that the Company or
any affiliate is the Certificate Owner or Holder thereof (except to the
extent the Company or any affiliate thereof shall be the Certificate
Owner or Holder of all Certificates of such Class), shall be deemed not
to be outstanding and the Percentage Interest (or Voting Rights)
evidenced thereby shall not be taken into account in determining
whether the requisite amount of Percentage Interests (or Voting Rights)
necessary to effect any such consent has been obtained; provided,
however, that in determining whether the Trustee shall be protected in
relying on such consent only the Certificates that the Trustee knows to
be so held shall be so disregarded.
Class: All Certificates bearing the same class designation.
Class B Certificate: Any Class B1, Class B2, Class B3, Class
B4 or Class B5 Certificate.
Class Certificate Principal Balance: As to any Class of
Certificates, other than any Class of Notional Certificates, and as of
any date of determination, the aggregate of the Certificate Principal
Balances of all Certificates of such Class. The Class Certificate
Principal Balance of each such Class of Certificates as of the Closing
Date is specified in Section 5.01(b).
Class Interest Shortfall: As to any Distribution Date and any
Class of Certificates (other than any Class of Principal Only
Certificates or any Class consisting of Specified Components) or any
Specified Component, any amount by which the amount distributed to
Holders of such Class of Certificates or in respect of such Specified
Component (or added to the Class Certificate Principal Balance of any
Class of Accrual Certificates or to the Component Principal Balance of
any Accrual Component constituting a Specified Component) on such
Distribution Date pursuant to Sections 4.01(a)(i), (a)(v), (a)(viii),
(a)(xi), (a)(xiv), (a)(xvii) or (a)(xx), as applicable), is less than
the Accrued Certificate Interest thereon or in respect thereof for such
Distribution Date. As to any Distribution Date and any Class of
Certificates consisting of Specified Components, the sum of the Class
Interest Shortfalls for such Components on such date.
Class PO Deferred Amount: As to any Distribution Date on or
prior to the Cross-Over Date, the aggregate of the applicable PO
Percentage of the principal portion of each Realized Loss, other than
any Excess Loss, to be allocated to the Class PO Certificates on such
Distribution Date or previously allocated to the Class PO Certificates
and not yet paid to the Holders of the Class PO Certificates pursuant
to Section 4.01(a)(iv).
Class PO Principal Distribution Amount: As to any Distribution
Date, an amount equal to the sum of the applicable PO Percentage of:
(i) the principal portion of each Monthly Payment due on the
related Due Date on each Outstanding Mortgage Loan as of such Due Date
as specified in the amortization schedule at the time applicable
thereto (after adjustments for previous Principal Prepayments and the
principal portion of Debt Service Reductions subsequent to the
Bankruptcy Coverage Termination Date but before any adjustment to such
amortization schedule by reason of any bankruptcy (except as aforesaid)
or similar proceeding or any moratorium or similar waiver or grace
period);
(ii) all principal prepayments in part received during the
related Prepayment Period, together with the Scheduled Principal
Balance (as reduced by any Deficient Valuation occurring on or prior to
the Bankruptcy Coverage Termination Date) of each Mortgage Loan which
was the subject of a Voluntary Principal Prepayment in full during the
related Prepayment Period;
(iii) the sum of (A) all Net Liquidation Proceeds allocable to
principal received in respect of each Mortgage Loan that became a
Liquidated Mortgage Loan during the related Prepayment Period (other
than Mortgage Loans described in clause (B)) and (B) the principal
balance of each Mortgage Loan purchased by an insurer from the Trustee
pursuant to the related Primary Insurance Policy, in each case during
the related Prepayment Period;
(iv) the Scheduled Principal Balance (as reduced by any
Deficient Valuation occurring on or prior to the Bankruptcy Coverage
Termination Date) of each Mortgage Loan which was purchased on such
Distribution Date pursuant to Section 2.02, 2.03(a) or 3.16; and
(v) the Substitution Amount for any Mortgage Loan substituted
during the month of such Distribution Date; for purposes of this clause
(v), the definition of "Substitution Amount" shall be modified to
reduce the Scheduled Principal Balance of the Mortgage Loan that is
substituted for by any Deficient Valuation occurring on or prior to the
Bankruptcy Coverage Termination Date.
For purposes of clause (ii) above, a Voluntary Principal
Prepayment in full with respect to a Mortgage Loan serviced by a
Primary Servicer shall be deemed to have been received when the
Company, as servicer, receives notice thereof.
Closing Date: August 26, 1999.
Code: The Internal Revenue Code of 1986, as it may be amended
from time to time, any successor statutes thereto, and applicable U.S.
Department of the Treasury temporary or final regulations promulgated
thereunder.
COFI: The monthly weighted average cost of funds for savings
institutions the home offices of which are located in Arizona,
California, or Nevada that are member institutions of the Eleventh
Federal Home Loan Bank District, as computed from statistics tabulated
and published by the Federal Home Loan Bank of San Francisco in its
monthly Information Bulletin.
COFI Certificates: None.
COFI Determination Date: As to each Interest Accrual Period
for any COFI Certificates, the last Business Day of the calendar month
preceding the commencement of such Interest Accrual Period.
Company: GE Capital Mortgage Services, Inc., a corporation
organized and existing under the laws of the State of New Jersey, or
its successor in interest or, if any successor servicer is appointed as
herein provided, then such successor servicer.
Compensating Interest Payment: With respect to any
Distribution Date, an amount equal to the aggregate of the Interest
Shortfalls described in clauses (a) and (b) of the definition thereof
with respect to such Distribution Date; provided, however, that such
amount shall not exceed the lesser of (i) an amount equal to the
product of (x) the Pool Scheduled Principal Balance with respect to
such Distribution Date and (y) one-twelfth of 0.125%, and (ii) the
aggregate of the Servicing Fees that the Company would be entitled to
retain on such Distribution Date (less any portion thereof paid as
servicing compensation to any Primary Servicer) without giving effect
to any Compensating Interest Payment.
Component: Any of the components of a Class of Component
Certificates having the designations and the initial Component
Principal Balances as follows:
Initial Component
Designation Principal Balance
----------- -----------------
N/A N/A
Component Certificate: None.
Component Interest Rate: None.
Component Principal Balance: As of any Distribution Date, and
with respect to any Component, other than any Notional Component, the
initial Component Principal Balance thereof (as set forth, as
applicable, in the definition of Component) (plus, in the case of any
Accrual Component, any related Accrual Amount for each previous
Distribution Date) less the sum of (x) all amounts distributed in
reduction thereof on previous Distribution Dates pursuant to Section
4.01 and (y) the amount of all Realized Losses allocated thereto
pursuant to Section 4.03(d).
Confirmatory Mortgage Note: With respect to any Mortgage Loan,
a note or other evidence of indebtedness executed by the Mortgagor
confirming its obligation under the note or other evidence of
indebtedness previously executed by the Mortgagor upon the origination
of the related Mortgage Loan.
Cooperative: A private, cooperative housing corporation
organized in accordance with applicable state laws which owns or leases
land and all or part of a building or buildings located in the relevant
state, including apartments, spaces used for commercial purposes and
common areas therein and whose board of directors authorizes, among
other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling
building owned or leased by a Cooperative, which unit the Mortgagor has
an exclusive right to occupy pursuant to the terms of one or more
Proprietary Leases.
Cooperative Loans: Any of the Mortgage Loans made in respect
of a Cooperative Apartment, evidenced by a Mortgage Note and secured by
(i) a Security Agreement, (ii) the related Cooperative Stock
Certificate(s), (iii) an assignment of the Proprietary Lease(s), (iv)
financing statements and (v) a stock power (or other similar
instrument), and in addition thereto, a recognition agreement between
the Cooperative and the originator of the Cooperative Loan, each of
which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund. The
Mortgage Loans identified as such in Exhibit C hereto are Cooperative
Loans.
Cooperative Stock: With respect to a Cooperative Loan, the
single outstanding class of stock, partnership interest or other
ownership instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative
Loan, the stock certificate(s) or other instrument evidencing the
related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee at
which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this
instrument is located at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000, Attention: Corporate Trust Department.
Cross-Over Date: The first Distribution Date on which the
aggregate Class Certificate Principal Balance of the Junior
Certificates has been reduced to zero (giving effect to all
distributions on such Distribution Date).
Cut-off Date: August 1, 1999.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (a) the then current Monthly Payment
for such Mortgage Loan over (b) the amount of the monthly payment of
principal and interest required to be paid by the Mortgagor as
established by a court of competent jurisdiction as a result of a
proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.).
Deceased Holder: With respect to a Holder of any Designated
Retail Certificate, as defined in Section 4.10(b).
Defaulted Mortgage Loan: With respect to any Determination
Date, a Mortgage Loan as to which the related Mortgagor has failed to
make unexcused payment in full of a total of three or more consecutive
installments of principal and interest, and as to which such delinquent
installments have not been paid, as of the close of business on the
last Business Day of the month next preceding the month of such
Determination Date.
Defective Mortgage Loan: Any Mortgage Loan which is required
to be purchased by the Company (or which the Company may replace with a
substitute Mortgage Loan) pursuant to Section 2.02 or 2.03(a).
Deficient Valuation: As to any Mortgage Loan and any
Determination Date, the excess of (a) the then outstanding indebtedness
under such Mortgage Loan over (b) the valuation by a court of competent
jurisdiction of the related Mortgaged Property as a result of a
proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to
which such Mortgagor retained such Mortgaged Property.
Definitive Certificate: Any Certificate, other than a
Book-Entry Certificate, issued in definitive, fully registered form.
Definitive Restricted Junior Certificate: Any Restricted
Junior Certificate that is in the form of a Definitive Certificate.
Depository: The initial Depository shall be The Depository
Trust Company, the nominee of which is CEDE & Co. The Depository shall
at all times be a "clearing corporation" as defined in Section
8-102(a)(5) of the Uniform Commercial Code of the State of New York, as
amended, or any successor provisions thereto.
Depository Participant: A broker, dealer, bank or other
financial institution or other Person for which, from time to time, the
Depository effects book-entry transfers and pledges of securities
deposited with such Depository.
Designated Loan Closing Documents: With respect to any
Designated Loan, a Lost Note Affidavit substantially in the form of
Exhibit L, and an assignment of the related Mortgage to the Trustee in
recordable form (except for the omission therein of recording
information concerning such Mortgage).
Designated Loans: The Mortgage Loans listed in Exhibit M
hereto.
Designated Maturity: Fifteen years.
Designated Rate: 6.50% per annum.
Designated Retail Certificate: None.
Designated Telerate Page: The Dow Xxxxx Telerate Service page
3750 (or such other page as may replace page 3750 on that service or
such other service as may be nominated by the BBA for the purpose of
displaying the Interest Settlement Rates).
Determination Date: With respect to any Distribution Date, the
fifth Business Day prior thereto.
Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage
Rate less than the Designated Rate.
Disqualified Organization: Any of the following: (i) the
United States, any State or political subdivision thereof, or any
agency or instrumentality of any of the foregoing (including but not
limited to state pension organizations); (ii) a foreign government,
International Organization or any agency or instrumentality of either
of the foregoing; (iii) an organization (except certain farmers'
cooperatives described in Code section 521) which is exempt from tax
imposed by Chapter 1 of the Code (including the tax imposed by section
511 of the Code on unrelated business taxable income); and (iv) a rural
electric and telephone cooperative described in Code section
1381(a)(2)(C). The terms "United States," "State" and "International
Organization" shall have the meanings set forth in Code section 7701 or
successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political
subdivision thereof for these purposes if all of its activities are
subject to tax and a majority of its board of directors is not selected
by such governmental unit.
Distribution Date: The 25th day of each calendar month after
the month of initial issuance of the Certificates, or, if such 25th day
is not a Business Day, the next succeeding Business Day.
Distribution Date Statement: The statement referred to in
Section 4.05(a).
Document File: As defined in Section 2.01.
Due Date: The first day of the month of the related
Distribution Date.
Eligible Account: An account that is either (i) maintained
with a depository institution the debt obligations of which have been
rated by each Rating Agency in one of its two highest long-term rating
categories and has been assigned by S&P its highest short-term rating,
(ii) an account or accounts the deposits in which are fully insured by
either the BIF or the SAIF, (iii) an account or accounts, in a
depository institution in which such accounts are insured by the BIF or
the SAIF (to the limits established by the FDIC), the uninsured
deposits in which accounts are either invested in Permitted Investments
or are otherwise secured to the extent required by the Rating Agencies
such that, as evidenced by an Opinion of Counsel delivered to the
Trustee, the Certificateholders have a claim with respect to the funds
in such account or a perfected first security interest against any
collateral (which shall be limited to Permitted Investments) securing
such funds that is superior to claims of any other depositors or
creditors of the depository institution with which such account is
maintained, (iv) a trust account maintained with the corporate trust
department of a federal or state chartered depository institution or of
a trust company with trust powers and acting in its fiduciary capacity
for the benefit of the Trustee hereunder or (v) such account as will
not cause either Rating Agency to downgrade or withdraw its
then-current rating assigned to the Certificates, as evidenced in
writing by the Rating Agencies.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Restricted Certificate: Any Junior Certificate.
Event of Default: An event described in Section 7.01.
Excess Bankruptcy Loss: Any Deficient Valuation or Debt
Service Reduction, or portion thereof, (i) occurring after the
Bankruptcy Coverage Termination Date or (ii) if on such date, in excess
of the then-applicable Bankruptcy Loss Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, (i)
occurring after the Fraud Coverage Termination Date or (ii) if on such
date, in excess of the then-applicable Fraud Loss Amount.
Excess Loss: Any Excess Bankruptcy Loss, Excess Fraud Loss or
Excess Special Hazard Loss.
Excess Special Hazard Loss: Any Special Hazard Loss, or
portion thereof, (i) occurring after the Special Hazard Termination
Date or (ii) if on such date, in excess of the then-applicable Special
Hazard Loss Amount.
FDIC: The Federal Deposit Insurance Corporation, or its
successor in interest.
FHLMC: The Federal Home Loan Mortgage Corporation or its
successor in interest.
Financial Intermediary: A broker, dealer, bank or other
financial institution or other Person that clears through or maintains
a custodial relationship with a Depository Participant.
Fitch: Fitch IBCA, Inc. and its successors.
Fitch Formula Amount: As to each Anniversary Determination
Date, the greater of (i) $50,000 and (ii) the product of (x) the
greatest Assumed Monthly Payment Reduction for any Non-Primary
Residence Loan whose original principal balance was 80% or greater of
the Original Value thereof, (y) the weighted average remaining term to
maturity (expressed in months) of all the Non-Primary Residence Loans
remaining in the Mortgage Pool as of such Anniversary Determination
Date, and (z) the sum of (A) one plus (B) the number of all remaining
Non-Primary Residence Loans divided by the total number of Outstanding
Mortgage Loans as of such Anniversary Determination Date.
FNMA: The Federal National Mortgage Association or its
successor in interest.
Formula Amount: As to each Anniversary Determination Date, the
greater of (i) $100,000 and (ii) the product of (x) 0.06% and (y) the
Scheduled Principal Balance of each Mortgage Loan remaining in the
Mortgage Pool whose original principal balance was 75% or greater of
the Original Value thereof.
Fraud Coverage Termination Date: The Distribution Date upon
which the related Fraud Loss Amount has been reduced to zero or a
negative number (or the Cross-Over Date, if earlier).
Fraud Loss: Any Realized Loss attributable to fraud in the
origination of the related Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the
Cut-off Date, (x) prior to the first anniversary of the Cut-off Date,
an amount equal to $1,514,052 minus the aggregate amount of Fraud
Losses that would have been allocated to the Junior Certificates in
accordance with Section 4.03 in the absence of the Loss Allocation
Limitation since the Cut-off Date, and (y) from the first to the fifth
anniversary of the Cut-off Date, an amount equal to (1) the lesser of
(a) the Fraud Loss Amount as of the most recent anniversary of the
Cut-off Date and (b) 1% (from the first to but excluding the third
anniversaries of the Cut-off Date) or 0.5% (from and including the
third to but excluding the fifth anniversaries of the Cut-off Date) of
the aggregate outstanding principal balance of all of the Mortgage
Loans as of the most recent anniversary of the Cut-off Date minus (2)
the Fraud Losses that would have been allocated to the Junior
Certificates in accordance with Section 4.03 in the absence of the Loss
Allocation Limitation since the most recent anniversary of the Cut-off
Date. On or after the fifth anniversary of the Cut-off Date the Fraud
Loss Amount shall be zero.
Initial Certificate Principal Balance: With respect to any
Certificate, other than a Notional Certificate, the Certificate
Principal Balance of such Certificate or any predecessor Certificate on
the Closing Date.
Initial LIBOR Rate: None.
Insurance Proceeds: Proceeds paid pursuant to the Primary
Insurance Policies, if any, and amounts paid by any insurer pursuant to
any other insurance policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by the Primary Insurance
Policies, if any, or any other insurance policy or policies applicable
to the Mortgage Loans.
Interest Accrual Period: With respect to any Distribution Date
and any Class of Certificates (other than any Class of Principal Only
Certificates) or Component, the one-month period ending on the last day
of the month preceding the month in which such Distribution Date
occurs.
Interest Losses: The interest portion of (i) on or prior to
the Cross-Over Date, any Excess Losses and (ii) after the Cross-Over
Date, any Realized Losses and Debt Service Reductions.
Interest Settlement Rate: With respect to any Interest Accrual
Period, the rate (expressed as a percentage per annum) for one-month
U.S. Dollar deposits reported by the BBA at 11:00 a.m. London time on
the related LIBOR Determination Date and as it appears on the
Designated Telerate Page.
Interest Shortfall: With respect to any Distribution Date and
each Mortgage Loan that during the related Prepayment Period was the
subject of a Voluntary Principal Prepayment or constitutes a Relief Act
Mortgage Loan, an amount determined as follows:
(A) partial principal prepayments: one month's interest at the
applicable Net Mortgage Rate on the amount of such prepayment;
(B) principal prepayments in full received on or after the
sixteenth day of the month preceding the month of such Distribution
Date (or, in the case of the first Distribution Date, on or after the
Cut-off Date) but on or before the last day of the month preceding the
month of such Distribution Date, the difference between (i) one month's
interest at the applicable Net Mortgage Rate on the Scheduled Principal
Balance of such Mortgage Loan immediately prior to such prepayment and
(ii) the amount of interest for the calendar month of such prepayment
(adjusted to the applicable Net Mortgage Rate) received at the time of
such prepayment;
(C) principal prepayments in full received by the Company (or
of which the Company receives notice, in the case of a Mortgage Loan
serviced by a Primary Servicer) on or after the first day but on or
before the fifteenth day of the month of such Distribution Date: none;
and
(D) Relief Act Mortgage Loans: As to any Relief Act Mortgage
Loan, the excess of (i) 30 days' interest (or, in the case of a
Principal Prepayment in full, interest to the date of prepayment) on
the Scheduled Principal Balance thereof (or, in the case of a Principal
Prepayment in part, on the amount so prepaid) at the related Net
Mortgage Rate over (ii) 30 days' interest (or, in the case of a
Principal Prepayment in full, interest to the date of prepayment) on
such Scheduled Principal Balance (or, in the case of a Principal
Prepayment in part, on the amount so prepaid) at the Net Mortgage Rate
required to be paid by the Mortgagor as limited by application of the
Relief Act.
Junior Certificate: Any Class M or Class B Certificate.
Junior Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of the following (but in no event greater
than the aggregate Certificate Principal Balance of the Junior
Certificates immediately prior to such Distribution Date):
(i) the Junior Percentage of the applicable Non-PO Percentage
of the principal portion of each Monthly Payment due on the related Due
Date on each Outstanding Mortgage Loan as of such Due Date as specified
in the amortization schedule at the time applicable thereto (after
adjustment for previous Principal Prepayments and the principal portion
of Debt Service Reductions subsequent to the Bankruptcy Coverage
Termination Date but before any adjustment to such amortization
schedule by reason of any bankruptcy (other than as aforesaid) or
similar proceeding or any moratorium or similar waiver or grace
period);
(ii) the Junior Prepayment Percentage of the applicable Non-PO
Percentage of all principal prepayments in part received during the
related Prepayment Period, and 100% of any Senior Optimal Principal
Amount not distributed to the Senior Certificates on such Distribution
Date, together with the Junior Prepayment Percentage of the applicable
Non-PO Percentage of the Scheduled Principal Balance of each Mortgage
Loan which was the subject of a Voluntary Principal Prepayment in full
during the related Prepayment Period;
(iii) the excess, if any, of (x) the applicable Non-PO
Percentage of the sum of (A) all Net Liquidation Proceeds allocable to
principal received during the related Prepayment Period (other than in
respect of Mortgage Loans described in clause (B)) and (B) the
principal balance of each Mortgage Loan that was purchased by an
insurer from the Trustee during the related Prepayment Period pursuant
to the related Primary Insurance Policy, over (y) the amount
distributable pursuant to clause (iii) of the definition of Senior
Optimal Principal Amount on such Distribution Date;
(iv) the Junior Prepayment Percentage of the applicable Non-PO
Percentage of the Scheduled Principal Balance of each Mortgage Loan
which was purchased on such Distribution Date pursuant to Section 2.02,
2.03(a) or 3.16; and
(v) the Junior Prepayment Percentage of the applicable Non-PO
Percentage of the Substitution Amount for any Mortgage Loan substituted
during the month of such Distribution Date.
For purposes of clause (ii) above, a Voluntary Principal
Prepayment in full with respect to a Mortgage Loan serviced by a
Primary Servicer shall be deemed to have been received when the
Company, as servicer, receives notice thereof.
After the Class Certificate Principal Balances of the Junior
Certificates have been reduced to zero, the Junior Optimal Principal
Amount shall be zero.
Junior Percentage: As to any Distribution Date, the excess of
100% over the Senior Percentage for such Distribution Date.
Junior Prepayment Percentage: As to any Distribution Date, the
excess of 100% over the Senior Prepayment Percentage for such
Distribution Date, except that (i) after the aggregate Certificate
Principal Balance of the Senior Certificates other than the Class PO
Certificates has been reduced to zero, the Junior Prepayment Percentage
shall be 100%, and (ii) after the Cross-Over Date, the Junior
Prepayment Percentage shall be zero.
Latest Possible Maturity Date: August 25, 2016.
LIBOR: With respect to any Interest Accrual Period, the per
annum rate determined, pursuant to Section 5.08, on the basis of the
Interest Settlement Rate or as otherwise provided in such Section.
LIBOR Certificate: None.
LIBOR Determination Date: The second London Banking Day
immediately preceding the commencement of each Interest Accrual Period
for any LIBOR Certificates.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to
which the Company has determined that all amounts which it expects to
recover on behalf of the Trust Fund from or on account of such Mortgage
Loan have been recovered, including any Mortgage Loan with respect to
which the Company determines not to foreclose upon the related
Mortgaged Property based on its belief that such Mortgaged Property may
be contaminated with or affected by hazardous or toxic wastes,
materials or substances.
Liquidation Expenses: Expenses which are incurred by the
Company in connection with the liquidation of any defaulted Mortgage
Loan and not recovered by the Company under any Primary Insurance
Policy for reasons other than the Company's failure to comply with
Section 3.05, such expenses including, without limitation, legal fees
and expenses, and, regardless of when incurred, any unreimbursed amount
expended by the Company pursuant to Section 3.03 or Section 3.06
respecting the related Mortgage Loan and any related and unreimbursed
Property Protection Expenses.
Liquidation Proceeds: Cash (other than Insurance Proceeds)
received in connection with the liquidation of any defaulted Mortgage
Loan whether through judicial foreclosure or otherwise.
Living Holder: Any Certificate Owner of a Designated Retail
Certificate, other than a Deceased Holder.
Loan-to-Value Ratio: With respect to each Mortgage Loan, the
original principal amount of such Mortgage Loan, divided by the
Original Value of the related Mortgaged Property.
London Banking Day: Any day on which banks are open for
dealing in foreign currency and exchange in London, England.
Loss Allocation Limitation: As defined in Section 4.03(g).
Minimum Servicing Standards: As defined in Section 3.13(a).
MLCC: Xxxxxxx Xxxxx Credit Corporation, or its successor in
interest.
Monthly Advance: With respect to any Distribution Date, the
aggregate of the advances required to be made by the Company pursuant
to Section 4.04(a) (or by the Trustee pursuant to Section 4.04(b)) on
such Distribution Date, the amount of any such Monthly Advance being
equal to (a) the aggregate of payments of principal and interest
(adjusted to the related Net Mortgage Rate) on the Mortgage Loans that
were due on the related Due Date, without regard to any arrangements
entered into by the Company with the related Mortgagors pursuant to
Section 3.02(a)(ii), and delinquent as of the close of business on the
Business Day next preceding the related Determination Date, less (b)
the amount of any such payments which the Company or the Trustee, as
applicable, in its reasonable judgment believes will not be ultimately
recoverable by it either out of late payments by the Mortgagor, Net
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or otherwise.
With respect to any Mortgage Loan, the portion of any such advance or
advances made with respect thereto.
Monthly Payment: The scheduled monthly payment on a Mortgage
Loan for any month allocable to principal or interest on such Mortgage
Loan.
Moody's: Xxxxx'x Investors Service, Inc. and its successors.
Mortgage: The mortgage or deed of trust creating a first lien
on a fee simple interest or leasehold estate in real property securing
a Mortgage Note.
Mortgage 100SM Loan: A Mortgage Loan identified on Exhibit N
hereof that has a Loan-to-Value Ratio at origination in excess of
80.00% and that is secured by Additional Collateral and does not have a
Primary Insurance Policy.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents
required to be added to such documents pursuant to this Agreement.
Mortgage Loan Payment Record: The record maintained by the
Company pursuant to Section 3.02(b).
Mortgage Loan Schedule: As of any date of determination, the
schedule of Mortgage Loans included in the Trust Fund. The initial
schedule of Mortgage Loans as of the Cut-off Date is attached hereto as
Exhibit C.
Mortgage Loans: As of any date of determination, each of the
mortgage loans identified on the Mortgage Loan Schedule (as amended
pursuant to Section 2.03(b)) delivered and assigned to the Trustee
pursuant to Section 2.01 or 2.03(b), and not theretofore released from
the Trust Fund by the Trustee.
Mortgage Note: With respect to any Mortgage Loan, the note or
other evidence of indebtedness (which may consist of a Confirmatory
Mortgage Note) evidencing the indebtedness of a Mortgagor under such
Mortgage Loan.
Mortgage Pool: The aggregate of the Mortgage Loans identified
in the Mortgage Loan Schedule.
Mortgage Rate: The per annum rate of interest borne by a
Mortgage Loan as set forth in the related Mortgage Note.
Mortgaged Property: The underlying real property securing the
Mortgage Loan, or with respect to a Cooperative Loan, the related
Proprietary Lease and Cooperative Stock.
Mortgagor: With respect to any Mortgage Loan, each obligor on
the related Mortgage Note.
Net Interest Shortfall: With respect to any Distribution Date,
the excess, if any, of the aggregate Interest Shortfalls allocable to
the Certificates (as determined in accordance with the definition of
Interest Shortfall) for such Distribution Date over any Compensating
Interest Payment for such date.
Net Liquidation Proceeds: As to any Liquidated Mortgage Loan,
the sum of (i) any Liquidation Proceeds therefor less the related
Liquidation Expenses, and (ii) any Insurance Proceeds therefor, other
than any such Insurance Proceeds applied to the restoration of the
related Mortgaged Property.
Net Mortgage Rate: With respect to any Mortgage Loan, the
related Mortgage Rate less the applicable Servicing Fee Rate.
Non-Book-Entry Certificate: Any Certificate other than a
Book-Entry Certificate.
Non-Discount Mortgage Loan: Any Mortgage Loan with a Net
Mortgage Rate greater than or equal to the Designated Rate.
Non-permitted Foreign Holder: As defined in Section 5.02(b).
Non-PO Percentage: As to any Discount Mortgage Loan, a
fraction (expressed as a percentage), the numerator of which is the Net
Mortgage Rate of such Discount Mortgage Loan and the denominator of
which is the Designated Rate. As to any Non-Discount Mortgage Loan,
100%.
Non-Primary Residence Loan: Any Mortgage Loan secured by a
Mortgaged Property that is (on the basis of representations made by the
Mortgagors at origination) a second home or investor-owned property.
Nonrecoverable Advance: All or any portion of any Monthly
Advance or Monthly Advances previously made by the Company (or the
Trustee) which, in the reasonable judgment of the Company (or, as
applicable, the Trustee) will not be ultimately recoverable from
related Net Liquidation Proceeds, Insurance Proceeds, REO Proceeds or
otherwise. The determination by the Company that it has made a
Nonrecoverable Advance or that any advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officer's Certificate
of the Company delivered to the Trustee and detailing the reasons for
such determination.
Non-U.S. Person: As defined in Section 4.02(c).
Notional Certificate: Any Class S Certificate.
Notional Component: None.
Notional Component Balance: None.
Notional Principal Balance: As to any Distribution Date and
the Class S Certificates, the aggregate Scheduled Principal Balance of
the Outstanding Non-Discount Mortgage Loans as of the Due Date in the
month preceding such Distribution Date. As to any Distribution Date and
any Class S Certificate, such Certificate's Percentage Interest of the
aggregate Notional Principal Balance of the Class S Certificates for
such Distribution Date.
Officer's Certificate: A certificate signed by the President,
a Senior Vice President or a Vice President of the Company and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be
counsel for the Company; provided, however, that any Opinion of Counsel
with respect to the interpretation or application of the REMIC
Provisions or the status of an account as an Eligible Account shall be
the opinion of independent counsel satisfactory to the Trustee.
Original Subordinate Principal Balance: As set forth in the
definition of Senior Prepayment Percentage.
Original Value: The value of the property underlying a
Mortgage Loan based, in the case of the purchase of the underlying
Mortgaged Property, on the lower of an appraisal satisfactory to the
Company or the sales price of such property or, in the case of a
refinancing, on an appraisal satisfactory to the Company.
Outstanding Mortgage Loan: With respect to any Due Date, a
Mortgage Loan which, prior to such Due Date, was not the subject of a
Principal Prepayment in full, did not become a Liquidated Mortgage Loan
and was not purchased pursuant to Section 2.02, 2.03(a) or 3.16 or
replaced pursuant to Section 2.03(b).
Outstanding Non-Discount Mortgage Loan: Any Outstanding
Mortgage Loan that is a Non-Discount Mortgage Loan.
PAC Balance: As to any Distribution Date and any Class of PAC
Certificates and any PAC Component, the balance designated as such for
such Distribution Date and such Class or Component as set forth in the
Principal Balance Schedules.
PAC Certificate: None.
PAC Component: None.
Parent PowerSM Loan: A Mortgage Loan identified on Exhibit N
hereto that has a Loan-to-Value Ratio at origination in excess of
80.00%, that is supported by Additional Collateral and does not have a
Primary Insurance Policy.
Pay-out Rate: With respect to any Class of Certificates (other
than any Class of Principal Only Certificates) and any Distribution
Date, the rate at which interest is distributed on such Class on such
Distribution Date and which is equal to a fraction (expressed as an
annualized percentage) the numerator of which is the Accrued
Certificate Interest for such Class and Distribution Date, and the
denominator of which is the Class Certificate Principal Balance (or, in
the case of the Notional Certificates, the Notional Principal Balance)
of such Class immediately prior to such Distribution Date.
Percentage Interest: With respect to any Certificate, the
percentage interest in the undivided beneficial ownership interest in
the Trust Fund evidenced by Certificates of the same Class as such
Certificate. With respect to any Certificate, the Percentage Interest
evidenced thereby shall equal the Initial Certificate Principal Balance
(or, in the case of a Notional Certificate, the initial Notional
Principal Balance) thereof divided by the aggregate Initial Certificate
Principal Balance (or, in the case of a Notional Certificate, the
aggregate initial Notional Principal Balance) of all Certificates of
the same Class.
Permitted Investments: One or more of the following; provided,
however, that no such Permitted Investment may mature later than the
Business Day preceding the Distribution Date after such investment
except as otherwise provided in Section 3.02(e) hereof, provided,
further, that such investments qualify as "cash flow investments" as
defined in section 860G(a)(6) of the Code:
(i) obligations of, or guaranteed as to timely receipt of
principal and interest by, the United States or any agency or
instrumentality thereof when such obligations are backed by the full
faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause
(i) provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in the highest long-term rating category;
(iii) federal funds, certificates of deposit, time deposits
and banker's acceptances, of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
provided that the debt obligations of such depository institution or
trust company at the date of acquisition thereof have been rated by
each Rating Agency in the highest long-term rating category;
(iv) commercial paper of any corporation incorporated under
the laws of the United States or any state thereof which on the date of
acquisition has the highest short term rating of each Rating Agency;
and
(v) other obligations or securities that are acceptable to
each Rating Agency as a Permitted Investment hereunder and will not, as
evidenced in writing, result in a reduction or withdrawal in the then
current rating of the Certificates.
Notwithstanding the foregoing, Permitted Investments shall not
include "stripped securities" and investments which contractually may
return less than the purchase price therefor.
Person: Any legal person, including any individual,
corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: Any Person which is an employee benefit plan subject to
ERISA or a plan subject to section 4975 of the Code.
Pledged Asset Loan-to-Value Ratio: With respect to any Pledged
Asset Mortgage Loan, (i) the original loan amount less the portion of
any required Additional Collateral which is covered by the Surety Bond,
divided by (ii) the Original Value of the related Mortgaged Property.
Pledged Asset Mortgage Loan: Each Mortgage 100SM Loan and
Parent PowerSM Loan purchased from MLCC that is supported by Additional
Collateral and identified on Exhibit N hereto.
Pledged Asset Mortgage Servicing Agreement: The Amended and
Restated Pledged Asset Mortgage Servicing Agreement, dated as of June
2, 1998, between MLCC and the Company.
PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator of which is the excess of
the Designated Rate over the Net Mortgage Rate of such Discount
Mortgage Loan and the denominator of which is the Designated Rate. As
to any Non-Discount Mortgage Loan, 0%.
Pool Scheduled Principal Balance: With respect to any
Distribution Date, the aggregate Scheduled Principal Balance of all the
Mortgage Loans that were Outstanding Mortgage Loans on the Due Date in
the month next preceding the month of such Distribution Date (or, in
the case of the first Distribution Date, the Cut-off Date; or, if so
specified, such other date).
Prepayment Assumption: The assumed fixed schedule of
prepayments on a pool of new mortgage loans with such schedule given as
a monthly sequence of prepayment rates, expressed as annualized percent
values. These values start at 0.2% per year in the first month,
increase by 0.2% per year in each succeeding month until month 30,
ending at 6.0% per year. At such time, the rate remains constant at
6.0% per year for the balance of the remaining term. Multiples of the
Prepayment Assumption are calculated from this prepayment rate series.
Prepayment Assumption Multiple: 200% of the Prepayment
Assumption.
Prepayment Distribution Trigger: As of any Distribution Date
and as to each Class of Class B Certificates, the related Prepayment
Distribution Trigger is satisfied if (x) the fraction, expressed as a
percentage, the numerator of which is the aggregate Class Certificate
Principal Balance of such Class and each Class subordinate thereto, if
any, on such Distribution Date, and the denominator of which is the
Pool Scheduled Principal Balance for such Distribution Date, equals or
exceeds (y) such percentage calculated as of the Closing Date.
Prepayment Interest Excess: As to any Voluntary Principal
Prepayment in full received from the first day through the fifteenth
day of any calendar month (other than the calendar month in which the
Cut-off Date occurs), all amounts paid in respect of interest on such
Principal Prepayment. For purposes of determining the amount of
Prepayment Interest Excess for any month, a Voluntary Principal
Prepayment in full with respect to a Mortgage Loan serviced by a
Primary Servicer shall be deemed to have been received when the
Company, as servicer, receives notice thereof. All Prepayment Interest
Excess shall be retained by the Company, as servicer, as additional
servicing compensation.
Prepayment Period: With respect to any Distribution Date and
any Voluntary Principal Prepayment in part or other Principal
Prepayment other than a Voluntary Principal Prepayment in full, the
calendar month preceding the month of such Distribution Date; with
respect to any Distribution Date and any Voluntary Principal Prepayment
in full, the period beginning on the sixteenth day of the calendar
month preceding the month of such Distribution Date (or, in the case of
the first Distribution Date, beginning on the Cut-off Date) and ending
on the fifteenth day of the month in which such Distribution Date
occurs.
Primary Insurance Policy: The certificate of private mortgage
insurance relating to a particular Mortgage Loan, or an electronic
screen print setting forth the information contained in such
certificate of private mortgage insurance, including, without
limitation, information relating to the name of the mortgage insurance
carrier, the certificate number, the loan amount, the property address,
the effective date of coverage, the amount of coverage and the
expiration date of the policy. Each such policy covers defaults by the
Mortgagor, which coverage shall equal the portion of the unpaid
principal balance of the related Mortgage Loan that exceeds 75% (or
such lesser coverage required or permitted by FNMA or FHLMC) of the
Original Value of the underlying Mortgaged Property.
Primary Servicer: Any servicer with which the Company has
entered into a servicing agreement, as described in Section 3.01(f).
Principal Balance Schedules: Any principal balance schedules
attached hereto, if applicable, as Exhibit B, setting forth the PAC
Balances of any PAC Certificates and PAC Components, the TAC Balances
of any TAC Certificates and TAC Components and the Scheduled Balances
of any Scheduled Certificates and Scheduled Components.
Principal Distribution Request: Any request for a distribution
in reduction of the Class Certificate Principal Balance of any
Designated Retail Certificate, submitted in writing to a Depository
Participant or Financial Intermediary (or, if such Designated Retail
Certificate is no longer represented by a Book-Entry Certificate, to
the Trustee) by the Certificate Owner (or Certificateholder) of such
Designated Retail Certificate pursuant to Section 4.10(c) or 4.10(g),
as applicable.
Principal Only Certificate: Any Class PO Certificate.
Principal Only Component: None.
Principal Prepayment: Any payment or other recovery of
principal on a Mortgage Loan (including, for this purpose, any
refinancing permitted by Section 3.01 and any REO Proceeds treated as
such pursuant to Section 3.08(b)) which is received in advance of its
scheduled Due Date and is not accompanied by an amount of interest
representing scheduled interest for any month subsequent to the month
of prepayment.
Private Placement Memorandum: The Company's private placement
memorandum relating to the placement of the Restricted Junior
Certificates dated the date of the prospectus supplement referred to in
the definition of Prospectus.
Prohibited Transaction Exemption: U.S. Department of Labor
Prohibited Transaction Exemption 90-36, 55 Fed. Reg. 25903, June 25,
1990, as amended.
Property Protection Expenses: With respect to any Mortgage
Loan, expenses paid or incurred by or for the account of the Company in
accordance with the related Mortgage for (a) real estate property taxes
and property repair, replacement, protection and preservation expenses
and (b) similar expenses reasonably paid or incurred to preserve or
protect the value of such Mortgage to the extent the Company is not
reimbursed therefor pursuant to the Primary Insurance Policy, if any,
or any other insurance policy with respect thereto.
Proprietary Lease: With respect to a Cooperative Loan, the
proprietary lease(s) or occupancy agreement with respect to the
Cooperative Apartment occupied by the Mortgagor and relating to the
related Cooperative Stock, which lease or agreement confers an
exclusive right to the holder of such Cooperative Stock to occupy such
apartment.
Prospectus: The Company's prospectus supplement dated August
19, 1999, and the related prospectus dated August 19, 1999, relating to
the public offering of the Certificates other than the Restricted
Certificates.
Purchase Price: With respect to any Mortgage Loan required or
permitted to be purchased hereunder from the Trust Fund, an amount
equal to 100% of the unpaid principal balance thereof plus interest
thereon at the applicable Mortgage Rate from the date to which interest
was last paid to the first day of the month in which such purchase
price is to be distributed; provided, however, that if the Company is
the servicer hereunder, such purchase price shall be net of
unreimbursed Monthly Advances with respect to such Mortgage Loan, and
the interest component of the Purchase Price may be computed on the
basis of the Net Mortgage Rate for such Mortgage Loan.
QIB: A "qualified institutional buyer" as defined in Rule 144A
under the Securities Act of 1933, as amended.
Random Lot: With respect to any Distribution Date prior to the
Cross-Over Date, if the amount available for distribution in reduction
of the Class Certificate Principal Balance of any Class of Designated
Retail Certificates on such Distribution Date exceeds the amount needed
to honor all Principal Distribution Requests with respect to such Class
on such date, the method by which the Depository will determine which
Depository Participants holding interests in such Class of Certificates
will receive payments of amounts distributable in respect of principal
on such Class on such Distribution Date, using its established random
lot procedures or, if such Class of Certificates is no longer
represented by Book-Entry Certificates, the method by which the Trustee
will determine which Certificates of such Class will receive payments
of amounts distributable in respect of principal on such Class on such
Distribution Date, using its own random lot procedures comparable to
those used by the Depository.
Rating Agency: Any statistical credit rating agency, or its
successor, that rated any of the Certificates at the request of the
Company at the time of the initial issuance of the Certificates. If
such agency or a successor is no longer in existence, "Rating Agency"
shall be such statistical credit rating agency, or other comparable
Person, designated by the Company, notice of which designation shall be
given to the Trustee. References herein to the two highest long-term
rating categories of a Rating Agency shall mean such ratings without
any modifiers. As of the date of the initial issuance of the
Certificates, the Rating Agencies are Fitch and S&P; except that for
purposes of the Junior Certificates, other than the Class B5
Certificates, Fitch shall be the sole Rating Agency. The Class B5
Certificates are issued without ratings.
Realized Loss: Any (i) Deficient Valuation or (ii) as to any
Liquidated Mortgage Loan, (x) the unpaid principal balance of such
Liquidated Mortgage Loan plus accrued and unpaid interest thereon at
the Net Mortgage Rate through the last day of the month of such
liquidation less (y) the related Liquidation Proceeds and Insurance
Proceeds (as reduced by the related Liquidation Expenses).
Record Date: The last Business Day of the month immediately
preceding the month of the related Distribution Date.
Reference Banks: As defined in Section 5.08.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of
1940, as amended.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the
Monthly Payment thereof has been reduced due to the application of the
Relief Act.
REMIC: A "real estate mortgage investment conduit" within the
meaning of section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at
sections 860A through 860G of Part IV of Subchapter M of Chapter 1 of
the Code, and related provisions, and U.S. Department of the Treasury
temporary or final regulations promulgated thereunder, as the foregoing
may be in effect from time to time, as well as provisions of applicable
state laws.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated
Mortgage Loan and as to which the related Mortgaged Property is held as
part of the Trust Fund.
REO Proceeds: Proceeds, net of any related expenses of the
Company, received in respect of any REO Mortgage Loan (including,
without limitation, proceeds from the rental of the related Mortgaged
Property).
Required Surety Payment: With respect to any Pledged Asset
Mortgage Loan that becomes a Liquidated Mortgage Loan, the lesser of
(i) the principal portion of the Realized Loss with respect to such
Mortgage Loan and (ii) the excess, if any, of (a) the amount of
Additional Collateral required at origination with respect to such
Mortgage Loan which is covered by the Surety Bond over (b) the net
proceeds realized by MLCC from the liquidation of the related
Additional Collateral.
Reserve Fund: None.
Reserve Interest Rate: As defined in Section 5.08.
Residual Certificate: Any Class R Certificate.
Responsible Officer: When used with respect to the Trustee,
any officer or assistant officer assigned to and working in the
Corporate Trust Department of the Trustee and, also, with respect to a
particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the
particular subject.
Restricted Certificate: Any Restricted Junior Certificate,
Class PO Certificate or Class S Certificate.
Restricted Junior Certificate: Any Class B3, Class B4 or Class
B5 Certificate.
Rounding Account: With respect to each Class of Designated
Retail Certificates, the respective segregated, non-interest bearing
Eligible Account created and maintained therefor pursuant to Section
4.10.
Rounding Account Depositor: None.
Rounding Amount: With respect to any Class of Designated
Retail Certificates and each Distribution Date prior to the Cross-Over
Date on which such Class of Certificates is entitled to a distribution
in reduction of the Class Certificate Principal Balance thereof, the
amount, if any, necessary to round the aggregate of such distribution
(after giving effect to any deposit into the related Rounding Account
on such Distribution Date) upward to the next higher integral multiple
of $1,000.
S&P: Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc., and its successors.
SAIF: The Savings Association Insurance Fund of the FDIC, or
its successor in interest.
Scheduled Balance: As to any Distribution Date and any Class
of Scheduled Certificates and any Scheduled Component, the balance
designated as such for such Distribution Date and such Class or
Component as set forth in the Principal Balance Schedules.
Scheduled Certificate: None.
Scheduled Component: None.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of
the Due Date in the month next preceding the month of such Distribution
Date (or, if so specified, such other date) as specified in the
amortization schedule at the time relating to such Mortgage Loan
(before any adjustment to such amortization schedule by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or
grace period) after giving effect to any previous Principal
Prepayments, Deficient Valuations incurred subsequent to the Bankruptcy
Coverage Termination Date, adjustments due to the application of the
Relief Act and the payment of principal due on such Due Date,
irrespective of any delinquency in payment by the related Mortgagor. As
to any Mortgage Loan and the Cut-off Date, the "unpaid balance" thereof
specified in the initial Mortgage Loan Schedule.
Security Agreement: With respect to a Cooperative Loan, the
agreement creating a security interest in favor of the originator in
the related Cooperative Stock and Proprietary Lease.
Senior Certificate: Any Certificate other than a Junior
Certificate or Class S Certificate.
Senior Certificate Principal Balance: As of any Distribution
Date, an amount equal to the sum of the Certificate Principal Balances
of the Senior Certificates (other than any Class PO Certificates).
Senior Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of:
(i) the Senior Percentage of the applicable Non-PO Percentage
of the principal portion of each Monthly Payment due on the related Due
Date on each Outstanding Mortgage Loan as of such Due Date as specified
in the amortization schedule at the time applicable thereto (after
adjustments for previous Principal Prepayments and the principal
portion of Debt Service Reductions subsequent to the Bankruptcy
Coverage Termination Date but before any adjustment to such
amortization schedule by reason of any bankruptcy (except as aforesaid)
or similar proceeding or any moratorium or similar waiver or grace
period);
(ii) the Senior Prepayment Percentage of the applicable Non-PO
Percentage of all principal prepayments in part received during the
related Prepayment Period, together with the Senior Prepayment
Percentage of the applicable Non-PO Percentage of the Scheduled
Principal Balance of each Mortgage Loan which was the subject of a
Voluntary Principal Prepayment in full during the related Prepayment
Period;
(iii) the lesser of (x) the Senior Percentage of the
applicable Non-PO Percentage of the sum of (A) the Scheduled Principal
Balance of each Mortgage Loan that became a Liquidated Mortgage Loan
(other than Mortgage Loans described in clause (B)) during the related
Prepayment Period and (B) the Scheduled Principal Balance of each
Mortgage Loan that was purchased by an insurer from the Trustee during
the related Prepayment Period pursuant to the related Primary Insurance
Policy, as reduced in each case by the Senior Percentage of the
applicable Non-PO Percentage of the principal portion of any Excess
Losses (other than Excess Bankruptcy Losses attributable to Debt
Service Reductions), and (y) the Senior Prepayment Percentage of the
applicable Non-PO Percentage of the sum of (A) all Net Liquidation
Proceeds allocable to principal received in respect of each such
Liquidated Mortgage Loan (other than Mortgage Loans described in clause
(B)) and (B) the principal balance of each such Mortgage Loan purchased
by an insurer from the Trustee pursuant to the related Primary
Insurance Policy, in each case during the related Prepayment Period;
(iv) the Senior Prepayment Percentage of the applicable Non-PO
Percentage of the Scheduled Principal Balance of each Mortgage Loan
which was purchased on such Distribution Date pursuant to Section 2.02,
2.03(a) or 3.16; and
(v) the Senior Prepayment Percentage of the applicable Non-PO
Percentage of the Substitution Amount for any Mortgage Loan substituted
during the month of such Distribution Date.
For purposes of clause (ii) above, a Voluntary Principal
Prepayment in full with respect to a Mortgage Loan serviced by a
Primary Servicer shall be deemed to have been received when the
Company, as servicer, receives notice thereof.
Senior Percentage: As to any Distribution Date, the lesser of
(i) 100% and (ii) the percentage (carried to six places rounded up)
obtained by dividing the Senior Certificate Principal Balance
immediately prior to such Distribution Date by an amount equal to the
sum of the Certificate Principal Balances of all the Certificates other
than any Class PO Certificates immediately prior to such Distribution
Date.
Senior Prepayment Percentage: For any Distribution Date
occurring prior to the fifth anniversary of the first Distribution
Date, 100%. For any Distribution Date occurring on or after the fifth
anniversary of the first Distribution Date, an amount as follows:
(i) for any Distribution Date subsequent to August 2004 to and
including the Distribution Date in August 2005, the Senior Percentage
for such Distribution Date plus 70% of the Junior Percentage for such
Distribution Date;
(ii) for any Distribution Date subsequent to August 2005 to
and including the Distribution Date in August 2006, the Senior
Percentage for such Distribution Date plus 60% of the Junior Percentage
for such Distribution Date;
(iii) for any Distribution Date subsequent to August 2006 to
and including the Distribution Date in August 2007, the Senior
Percentage for such Distribution Date plus 40% of the Junior Percentage
for such Distribution Date;
(iv) for any Distribution Date subsequent to August 2007 to
and including the Distribution Date in August 2008, the Senior
Percentage for such Distribution Date plus 20% of the Junior Percentage
for such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior
Percentage for such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date the
Senior Percentage exceeds the Senior Percentage as of the Closing Date,
the Senior Prepayment Percentage for such Distribution Date will equal
100%.
In addition, notwithstanding the foregoing, no reduction of
the Senior Prepayment Percentage below the level in effect for the most
recent prior period as set forth in clauses (i) through (iv) above
shall be effective on any Distribution Date unless at least one of the
following two tests is satisfied:
Test I: If, as of the last day of the month preceding such
Distribution Date, (i) the aggregate Scheduled Principal Balance of
Mortgage Loans delinquent 60 days or more (including for this purpose
any Mortgage Loans in foreclosure and REO Mortgage Loans) as a
percentage of the aggregate Class Certificate Principal Balance of the
Junior Certificates as of such date, does not exceed 50%, and (ii)
cumulative Realized Losses with respect to the Mortgage Loans do not
exceed (a) 30% of the aggregate Class Certificate Principal Balance of
the Junior Certificates as of the Closing Date (the "Original
Subordinate Principal Balance") if such Distribution Date occurs
between and including September 2004 and August 2005, (b) 35% of the
Original Subordinate Principal Balance if such Distribution Date occurs
between and including September 2005 and August 2006, (c) 40% of the
Original Subordinate Principal Balance if such Distribution Date occurs
between and including September 2006 and August 2007, (d) 45% of the
Original Subordinate Principal Balance if such Distribution Date occurs
between and including September 2007 and August 2008 and (e) 50% of the
Original Subordinate Principal Balance if such Distribution Date occurs
during or after September 2008; or
Test II: If, as of the last day of the month preceding such
Distribution Date, (i) the aggregate Scheduled Principal Balance of
Mortgage Loans delinquent 60 days or more (including for this purpose
any Mortgage Loans in foreclosure and REO Mortgage Loans) averaged over
the last three months, as a percentage of the aggregate Scheduled
Principal Balance of Mortgage Loans averaged over the last three
months, does not exceed 4%, and (ii) cumulative Realized Losses with
respect to the Mortgage Loans do not exceed (a) 10% of the Original
Subordinate Principal Balance if such Distribution Date occurs between
and including September 2004 and August 2005, (b) 15% of the Original
Subordinate Principal Balance if such Distribution Date occurs between
and including September 2005 and August 2006, (c) 20% of the Original
Subordinate Principal Balance if such Distribution Date occurs between
and including September 2006 and August 2007, (d) 25% of the Original
Subordinate Principal Balance if such Distribution Date occurs between
and including September 2007 and August 2008 and (e) 30% of the
Original Subordinate Principal Balance if such Distribution Date occurs
during or after September 2008.
Senior Principal Priorities: The priorities for the
distribution of principal to the Senior Certificates as set forth in
Exhibit O hereto.
Servicer's Certificate: A certificate, completed by and
executed on behalf of the Company by a Servicing Officer in accordance
with Section 4.06, substantially in the form of Exhibit D hereto or in
such other form as the Company and the Trustee shall agree.
Servicing Fee: As to any Mortgage Loan and Distribution Date,
an amount equal to the product of (i) the Scheduled Principal Balance
of such Mortgage Loan as of the Due Date in the preceding calendar
month and (ii) the Servicing Fee Rate for such Mortgage Loan.
Servicing Fee Rate: As to any Mortgage Loan, the per annum
rate identified as such for such Mortgage Loan and set forth in the
Mortgage Loan Schedule.
Servicing Officer: Any officer of the Company involved in, or
responsible for, the administration and servicing of the Mortgage Loans
whose name appears on a list of servicing officers attached to an
Officer's Certificate furnished to the Trustee by the Company, as such
list may from time to time be amended.
Single Certificate: A Certificate with an Initial Certificate
Principal Balance, or initial Notional Principal Balance, of $1,000 or,
in the case of a Class of Certificates issued with an initial Class
Certificate Principal Balance or initial Notional Principal Balance of
less than $1,000, such lesser amount.
Special Event Loss: Any Fraud Loss, Special Hazard Loss or
Deficient Valuation.
Special Hazard Loss: (i) A Realized Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a)
any loss covered by a hazard policy or a flood insurance policy
required to be maintained in respect of such Mortgaged Property under
Section 3.06 and (b) any loss caused by or resulting from:
(A) normal wear and tear;
(B) conversion or other dishonest act on the part of the
Trustee, the Company or any of their agents or employees; or
(C) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues;
or (ii) any Realized Loss suffered by the Trust Fund arising
from or related to the presence or suspected presence of hazardous
wastes or hazardous substances on a Mortgaged Property unless such loss
to a Mortgaged Property is covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged
Property under Section 3.06.
Special Hazard Loss Amount: As of any Distribution Date, an
amount equal to $1,714,862 minus the sum of (i) the aggregate amount of
Special Hazard Losses that would have been allocated to the Junior
Certificates in accordance with Section 4.03 in the absence of the Loss
Allocation Limitation and (ii) the Adjustment Amount (as defined below)
as most recently calculated. On each anniversary of the Cut-off Date,
the "Adjustment Amount" shall be equal to the amount, if any, by which
the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Adjustment Amount for
such anniversary) exceeds the lesser of (x) the greater of (A) the
product of the Special Hazard Percentage for such anniversary
multiplied by the outstanding principal balance of all the Mortgage
Loans on the Distribution Date immediately preceding such anniversary
and (B) twice the outstanding principal balance of the Mortgage Loan
which has the largest outstanding principal balance on the Distribution
Date immediately preceding such anniversary, and (y) an amount
calculated by the Company and approved by each Rating Agency, which
amount shall not be less than $500,000.
Special Hazard Percentage: As of each anniversary of the
Cut-off Date, the greater of (i) 1.00% and (ii) the largest percentage
obtained by dividing (x) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the Mortgage
Loans secured by Mortgaged Properties located in a single, five-digit
zip code area in the State of California by (y) the outstanding
principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Special Hazard Termination Date: The Distribution Date upon
which the Special Hazard Loss Amount has been reduced to zero or a
negative number (or the Cross-Over Date, if earlier).
Specified Component: None.
Startup Day: As defined in Section 2.05(b).
Strip Rate: With respect to the Class S Certificates and any
Distribution Date, a variable rate per annum equal to the excess of (x)
the weighted average (by Scheduled Principal Balance) carried to six
decimal places, rounded down, of the Net Mortgage Rates of the
Outstanding Non-Discount Mortgage Loans as of the Due Date in the
preceding calendar month (or the Cut-off Date, in the case of the first
Distribution Date) over (y) the Designated Rate; provided, however,
that such calculation shall not include any Mortgage Loan that was the
subject of a Voluntary Principal Prepayment in full received by the
Company (or of which the Company received notice, in the case of a
Mortgage Loan serviced by a Primary Servicer) on or after the first day
but on or before the 15th day of such preceding calendar month.
Subordinate Certificates: As to any date of determination,
first, the Class B5 Certificates until the Class Certificate Principal
Balance thereof has been reduced to zero; second, the Class B4
Certificates until the Class Certificate Principal Balance thereof has
been reduced to zero; third, the Class B3 Certificates until the Class
Certificate Principal Balance thereof has been reduced to zero; fourth,
the Class B2 Certificates until the Class Certificate Principal Balance
thereof has been reduced to zero; fifth, the Class B1 Certificates
until the Class Certificate Principal Balance thereof has been reduced
to zero; and sixth, the Class M Certificates until the Class
Certificate Principal Balance thereof has been reduced to zero.
Subordinate Certificate Writedown Amount: As to any
Distribution Date, first, any amount distributed to the Class PO
Certificates on such Distribution Date pursuant to Section 4.01(a)(iv)
and second, after giving effect to the application of clause first
above, the amount by which (i) the sum of the Class Certificate
Principal Balances of all the Certificates (after giving effect to the
distribution of principal and the application of Realized Losses in
reduction of the Certificate Principal Balances of the related
Certificates on such Distribution Date) exceeds (ii) the Pool Scheduled
Principal Balance on the first day of the month of such Distribution
Date less any Deficient Valuations occurring on or prior to the
Bankruptcy Coverage Termination Date.
Substitution Amount: With respect to any Mortgage Loan
substituted pursuant to Section 2.03(b), the excess of (x) the
Scheduled Principal Balance of the Mortgage Loan that is substituted
for, over (y) the Scheduled Principal Balance of the related substitute
Mortgage Loan, each balance being determined as of the date of
substitution.
Surety: Ambac Assurance Corporation, or its successors in
interest.
Surety Bond: The Limited Purpose Surety Bond (Policy No.
AB0039BE), dated February 28, 1996, issued by the Surety for the
benefit of certain beneficiaries, including the Trustee for the benefit
of the Holders of the Certificates, but only to the extent that such
Limited Purpose Surety Bond covers any Pledged Asset Mortgage Loans.
TAC Balance: As to any Distribution Date and any Class of TAC
Certificates and any TAC Component, the balance designated as such for
such Distribution Date and such Class or Component as set forth in the
Principal Balance Schedules attached as Exhibit B hereto.
TAC Certificates: None.
TAC Component: None.
Trigger Event: Any one or more of the following: (i) if the
Company is not a wholly-owned direct or indirect subsidiary of General
Electric Company or if General Electric Capital Corporation shall not
own (directly or indirectly) at least two-thirds of the voting shares
of the capital stock of the Company, (ii) if the long-term senior
unsecured rating of General Electric Capital Corporation is downgraded
or withdrawn by Fitch or S&P below their two highest rating categories,
(iii) if General Electric Capital Corporation is no longer obligated
pursuant to the terms of the support agreement, dated as of October 1,
1990, between General Electric Capital Corporation and the Company, to
maintain the Company's net worth or liquidity (as such terms are
defined therein) at the levels specified therein, or if such support
agreement, including any amendment thereto, has been breached,
terminated or otherwise held to be unenforceable and (iv) if such
support agreement, including any amendment thereto, is amended or
modified.
Trust Fund: The corpus of the trust created by this Agreement
evidenced by the Certificates and consisting of:
(i) the Mortgage Loans;
(ii) all payments on or collections in respect of such
Mortgage Loans, except as otherwise described in the first paragraph of
Section 2.01, including the proceeds from the liquidation of any
Additional Collateral for any Pledged Asset Mortgage Loan;
(iii) the obligation of the Company to deposit in the
Certificate Account the amounts required by Sections 3.02(d), 3.02(e)
and 4.04(a), and the obligation of the Trustee to deposit in the
Certificate Account any amount required pursuant to Section 4.04(b);
(iv) the obligation of the Company to purchase or replace any
Defective Mortgage Loan pursuant to Section 2.02 or 2.03;
(v) all property acquired by foreclosure or deed in lieu of
foreclosure with respect to any REO Mortgage Loan;
(vi) the proceeds of the Primary Insurance Policies, if any,
and the hazard insurance policies required by Section 3.06, in each
case, in respect of the Mortgage Loans, and the Company's interest in
the Surety Bond transferred to the Trustee pursuant to Section 2.01;
(vii) the Certificate Account established pursuant to Section
3.02(d);
(viii) the Eligible Account or Accounts, if any, established
pursuant to Section 3.02(e);
(ix) any collateral funds established to secure the
obligations of the Holder of the Class B4 and Class B5 Certificates,
respectively, under any agreements entered into between such holder and
the Company pursuant to Section 3.08(e) (which collateral funds will
not constitute a part of any REMIC established hereunder); and
(x) all rights of the Company as assignee under any security
agreements, pledge agreements or guarantees relating to the Additional
Collateral supporting any Pledged Asset Mortgage Loan (which rights
will not constitute a part of any REMIC established hereunder).
Trustee: The institution executing this Agreement as Trustee,
or its successor in interest, or if any successor trustee is appointed
as herein provided, then such successor trustee so appointed.
Unanticipated Recovery: As defined in Section 4.01(f) herein.
Uninsured Cause: Any cause of damage to property subject to a
Mortgage such that the complete restoration of the property is not
fully reimbursable by the hazard insurance policies required to be
maintained pursuant to Section 3.06.
Unpaid Class Interest Shortfall: As to any Distribution Date
and any Class of Certificates (other than any Class of Principal Only
Certificates and any Class consisting of Specified Components) or any
Specified Component (other than any Principal Only Component), the
amount, if any, by which the aggregate of the Class Interest Shortfalls
for such Class or in respect of such Specified Component for prior
Distribution Dates is in excess of the aggregate amounts distributed on
prior Distribution Dates to Holders of such Class of Certificates or in
respect of such Specified Component (or added to the Class Certificate
Principal Balance of any Class of Accrual Certificates, or to the
Component Principal Balance of any Accrual Component constituting a
Specified Component) pursuant to Section 4.01(a)(ii), in the case of
the Senior Certificates (other than any Class of Principal Only
Certificates) and any Specified Component thereof (other than any
Principal Only Component) and the Class S Certificates, Section
4.01(a)(vi), in the case of the Class M Certificates, Section
4.01(a)(ix), in the case of the Class B1 Certificates, Section
4.01(a)(xii), in the case of the Class B2 Certificates, Section
4.01(a)(xv), in the case of the Class B3 Certificates, Section
4.01(a)(xviii), in the case of the Class B4 Certificates, and Section
4.01(a)(xxi), in the case of the Class B5 Certificates. As to any Class
of Certificates consisting of Specified Components and any Distribution
Date, the sum of the Unpaid Class Interest Shortfalls for the Specified
Components thereof on such date.
Voluntary Principal Prepayment: With respect to any
Distribution Date, any prepayment of principal received from the
related Mortgagor on a Mortgage Loan.
Voting Rights: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the
voting provisions of Section 10.01. At all times during the term of
this Agreement, 99% of all Voting Rights shall be allocated to the
Certificates other than the Class S Certificates, and 1% of all Voting
Rights shall be allocated to the Class S Certificates. Voting Rights
allocated to the Class S Certificates shall be allocated among the
Certificates of such Class in proportion to their Notional Principal
Balances. Voting Rights allocated to the other Classes of Certificates
shall be allocated among such Classes (and among the Certificates
within each such Class) in proportion to their Class Certificate
Principal Balances (or Certificate Principal Balances), as the case may
be.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans. (a) The Company, concurrently
with the execution and delivery of this Agreement, does hereby transfer, assign,
set-over and otherwise convey to the Trustee without recourse (except as
provided herein) all the right, title and interest of the Company in and to the
Mortgage Loans, including all interest and principal received by the Company on
or with respect to the Mortgage Loans (other than payments of principal and
interest due and payable on the Mortgage Loans on or before, and all Principal
Prepayments received on or before, the Cut-off Date). The Company acknowledges
it has sold all right, title and interest in and to the Mortgage Loans to the
Trustee to the extent provided above and that retention of record title of
Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only
and that the Company holds record title solely as custodian for the Trustee for
benefit of the Certificateholders. The Company agrees that it will take no
action inconsistent with ownership of the Mortgage Loans by the Trustee and will
not deliver any instrument of satisfaction or conveyance with respect to a
Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a
Mortgage Loan, except in accordance with the terms and the intent of this
Agreement.
In addition, with respect to any Pledged Asset Mortgage Loan, the Company
does hereby transfer, assign, set-over and otherwise convey to the Trustee
without recourse (except as provided herein) (i) its rights as assignee under
any security agreements, pledge agreements or guarantees relating to the
Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its
security interest in and to any Additional Collateral, (iii) its right to
receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the
Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary
under the Surety Bond in respect of any Pledged Asset Mortgage Loan.
(b) In connection with such transfer and assignment, the Company does
hereby deliver to the Trustee the following documents or instruments with
respect to:
(1) Each Mortgage Loan (other than any Cooperative Loan or Designated
Loan) so transferred and assigned:
(i) The Mortgage Note, endorsed without recourse in blank by the
Company, including all intervening endorsements showing a complete
chain of endorsement from the originator to the Company; provided,
however, that if such Mortgage Note is a Confirmatory Mortgage Note,
such Confirmatory Mortgage Note may be payable directly to the Company
or may show a complete chain of endorsement from the named payee to
the Company;
(ii) Any assumption and modification agreement;
(iii) An assignment in recordable form (which may be included in
a blanket assignment or assignments) of the Mortgage to the Trustee;
and
(2) Each Cooperative Loan (other than a Designated Loan) so
transferred and assigned:
(i) The Mortgage Note, endorsed without recourse in blank by the
Company and showing an unbroken chain of endorsements from the
originator to the Company; provided, however, that if such Mortgage
Note is a Confirmatory Mortgage Note, such Confirmatory Mortgage Note
may be payable directly to the Company or may show a complete chain of
endorsement from the named payee to the Company;
(ii) A counterpart of the Proprietary Lease and the Assignment of
Proprietary Lease executed in blank or to the originator of the
Cooperative Loan;
(iii) The related Cooperative Stock Certificate, together with an
undated stock power (or other similar instrument) executed in blank;
(iv) A counterpart of the recognition agreement by the
Cooperative of the interests of the mortgagee with respect to the
related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative
Loan as secured party, each with evidence of recording thereof,
evidencing the interest of the originator in the Cooperative Stock and
the Proprietary Lease;
(vii) If applicable, copies of the UCC-3 assignments of the
security interest described in clause (vi) above, sent to the
appropriate public office for filing, showing an unbroken chain of
title from the originator to the Company, evidencing the security
interest of the originator in the Cooperative Stock and the
Proprietary Lease;
(viii) An executed assignment (which may be a blanket assignment
for all Cooperative Loans) of the interest of the Company in the
Security Agreement, Assignment of Proprietary Lease and the
recognition agreement described in clause (iv) above, showing an
unbroken chain of title from the originator to the Trustee; and
(ix) A UCC-3 assignment from the Company to the Trustee of the
security interest described in clause (vi) above, in form suitable for
filing, otherwise complete except for filing information regarding the
original UCC-1 if unavailable (which may be included in a blanket
assignment to the Trustee).
In instances where a completed assignment of the Mortgage in recordable
form cannot be delivered by the Company to the Trustee in accordance with
Section 2.01(b)(1)(iii) prior to or concurrently with the execution and delivery
of this Agreement, due to a delay in connection with recording of the Mortgage,
the Company may, in lieu of delivering the completed assignment in recordable
form, deliver to the Trustee the assignment in such form, otherwise complete
except for recording information.
(3) With respect to each Designated Loan, the Company does hereby
deliver to the Trustee the Designated Loan Closing Documents.
(c) In connection with each Mortgage Loan transferred and assigned to the
Trustee, the Company shall deliver to the Trustee the following documents or
instruments as promptly as practicable, but in any event within 30 days, after
receipt by the Company of all such documents and instruments for all of the
outstanding Mortgage Loans:
(1) the Mortgage with evidence of recording indicated thereon
(other than with respect to a Cooperative Loan);
(2) a copy of the title insurance policy (other than with respect
to a Cooperative Loan);
(3) with respect to any Mortgage that has been assigned to the
Company, the related recorded intervening assignment or assignments of
Mortgage, showing a complete chain of assignment from the originator
to the Company (other than with respect to a Cooperative Loan); and
(4) with respect to any Cooperative Loan that has been assigned
to the Company, the related filed intervening UCC-3 financing
statements (not previously delivered pursuant to Section
2.01(b)(2)(vii)), showing a complete chain of assignment from the
named originator to the Company.
Pending such delivery, the Company shall retain in its files (a) copies of the
documents described in clauses (1) and (3) of the preceding sentence, without
evidence of recording thereon, and (b) title insurance binders with respect to
the Mortgage Loans (other than with respect to a Cooperative Loan). The Company
shall also retain in its files the Primary Insurance Policy evidencing any
primary mortgage insurance relating to the Mortgage Loans during the period when
the related insurance is in force. (The copies of the Mortgage, intervening
assignments of Mortgage, if any, title insurance binder and the Primary
Insurance Policy, if any, described in the two preceding sentences are
collectively referred to herein as the "Document File" with respect to each
Mortgage Loan.) The Company shall advise the Trustee in writing if such delivery
to the Trustee shall not have occurred on or before the first anniversary of the
Closing Date. The Company shall promptly furnish to the Trustee the documents
included in the Document Files (other than any such documents previously
delivered to the Trustee as originals or copies) either (a) upon the written
request of the Trustee or (b) when the Company or the Trustee obtains actual
notice or knowledge of a Trigger Event. The Trustee shall have no obligation to
request delivery of the Document Files unless a Responsible Officer of the
Trustee has actual notice or knowledge of the occurrence of a Trigger Event.
In the case of Mortgage Loans which have been prepaid in full after the
Cut-off Date and prior to the date of execution and delivery of this Agreement,
the Company, in lieu of delivering the above documents to the Trustee, herewith
delivers to the Trustee a certification of a Servicing Officer of the nature set
forth in Section 3.09.
(d) The Company shall not be required to record the assignments of the
Mortgages referred to in Section 2.01(b)(1)(iii) or file the UCC-3 assignments
referred to in Section 2.01(b)(2)(ix) to the Trustee unless the Company or the
Trustee obtains actual notice or knowledge of the occurrence of any Trigger
Event; provided, however, that such recording or filing shall not be required if
the Company delivers to the Trustee a letter from each Rating Agency to the
effect that the failure to take such action will not cause such Rating Agency to
reduce or withdraw its then current ratings of the Certificates. The party
obtaining actual notice or knowledge of any of such events shall give the other
party prompt written notice thereof. For purposes of the foregoing (as well as
for purposes of determining whether the Company shall be required to deliver the
Document Files to the Trustee following the occurrence of a Trigger Event), the
Company shall be deemed to have knowledge of any such downgrading referred to in
the definition of Trigger Event if, in the exercise of reasonable diligence, the
Company has or should have had knowledge thereof. As promptly as practicable
subsequent to the Company's delivery or receipt of such written notice, as the
case may be, the Company shall insert the recording or filing information in the
assignments of the Mortgages or UCC-3 assignments to the Trustee and shall cause
the same to be recorded or filed, at the Company's expense, in the appropriate
public office for real property records or UCC financing statements, except that
the Company need not cause to be so completed and recorded any assignment of
mortgage which relates to a Mortgage Loan secured by property in a jurisdiction
under the laws of which, on the basis of an Opinion of Counsel reasonably
satisfactory to the Trustee and satisfactory to each Rating Agency (as evidenced
in writing), recordation of such assignment is not necessary to protect the
Trustee against discharge of such Mortgage Loan by the Company or any valid
assertion that any Person other than the Trustee has title to or any rights in
such Mortgage Loan. In the event that the Company fails or refuses to record or
file the assignment of Mortgages or UCC-3 financing statement in the
circumstances provided above, the Trustee shall record or cause to be recorded
or filed such assignment or UCC-3 financing statement at the expense of the
Company. In connection with any such recording or filing, the Company shall
furnish such documents as may be reasonably necessary to accomplish such
recording or filing. Notwithstanding the foregoing, at any time the Company may
record or file, or cause to be recorded or filed, the assignments of Mortgages
or UCC-3 financing statement at the expense of the Company.
Section 2.02. Acceptance by Trustee. Subject to the examination hereinafter
provided, the Trustee acknowledges receipt of the Mortgage Notes, the
assignments of the Mortgages to the Trustee, the assumption and modification
agreements, if any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in Section
2.01(c)(4)), and the Designated Loan Closing Documents, if any, delivered
pursuant to Section 2.01, and declares that the Trustee holds and will hold such
documents and each other document delivered to it pursuant to Section 2.01 in
trust, upon the trusts herein set forth, for the use and benefit of all present
and future Certificateholders. The Trustee agrees, for the benefit of the
Certificateholders, to review each Mortgage File within 45 days after (i) the
execution and delivery of this Agreement, in the case of the Mortgage Notes, the
assignments of the Mortgages to the Trustee, the assumption and modification
agreements, if any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in Section
2.01(c)(4)), and the Designated Loan Closing Documents, if any, (ii) delivery to
the Trustee after the Closing Date of the Mortgage Notes and the assumption and
modification agreements, if any, with respect to each Designated Loan, and (iii)
delivery of the recorded Mortgages, title insurance policies, recorded
intervening assignments of Mortgage, if any, and filed intervening UCC-3
financing statements, if any, with respect to any Cooperative Loan to ascertain
that all required documents set forth in Section 2.01 have been executed,
received and recorded, if applicable, and that such documents relate to the
Mortgage Loans identified in Exhibit C hereto. In performing such examination,
the Trustee may conclusively assume the due execution and genuineness of any
such document and the genuineness of any signature thereon. It is understood
that the scope of the Trustee's examination of the Mortgage Files is limited
solely to confirming, after receipt of the documents listed in Section 2.01,
that such documents have been executed, received and recorded, if applicable,
and relate to the Mortgage Loans identified in Exhibit C to this Agreement. If
in the course of such review the Trustee finds (1) that any document required to
be delivered as aforesaid has not been delivered, or (2) any such document has
been mutilated, defaced or physically altered without the borrower's
authorization or approval, or (3) based upon its examination of such documents,
the information with respect to any Mortgage Loan set forth on Exhibit C is not
accurate, the Trustee shall promptly so notify the Company in writing, which
shall have a period of 60 days after receipt of such notice to correct or cure
any such defect. The Company hereby covenants and agrees that, if any such
material defect cannot be corrected or cured, the Company will on a Distribution
Date which is not later than the first Distribution Date which is more than ten
days after the end of such 60-day period repurchase the related Mortgage Loan
from the Trustee at the Purchase Price therefor or replace such Mortgage Loan
pursuant to Section 2.03(b); provided, however, that if the defect (or breach
pursuant to Section 2.03(a)) is one that, had it been discovered before the
Startup Day, would have prevented the Mortgage Loan from being a "qualified
mortgage" within the meaning of the REMIC Provisions, such defect or breach
shall be cured, or the related Mortgage Loan shall be repurchased or replaced,
on a Distribution Date which falls within 90 days of the date of discovery of
such defect or breach. The Purchase Price for the repurchased Mortgage Loan, or
any amount required in respect of a substitution pursuant to Section 2.03(b),
shall be deposited by the Company in the Certificate Account pursuant to Section
3.02(d) on the Business Day prior to the applicable Distribution Date and, upon
receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee shall release or cause to be released to the
Company the related Mortgage File and shall execute and deliver or cause to be
executed and delivered such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in the Company any Mortgage Loan
released pursuant hereto. It is understood and agreed that the obligation of the
Company to repurchase or replace any Mortgage Loan as to which a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to Certificateholders or the Trustee on behalf of
Certificateholders.
Upon receipt by the Trustee of the Mortgage Note with respect to a
Designated Loan that is not defective in accordance with the fifth sentence of
the preceding paragraph, the related Lost Note Affidavit delivered pursuant to
Section 2.01 shall be void and the Trustee shall return it to the Company.
Section 2.03. Representations and Warranties of the Company; Mortgage Loan
Repurchase. (a) The Company hereby represents and warrants to the Trustee that:
(i) The information set forth in Exhibit C hereto was true and
correct in all material respects at the date or dates respecting which
such information is furnished;
(ii) As of the date of the initial issuance of the Certificates,
other than with respect to Cooperative Loans, each Mortgage is a valid
and enforceable first lien on the property securing the related
Mortgage Note subject only to (a) the lien of current real property
taxes and assessments, (b) 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 Company
and (c) 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;
(iii) Immediately prior to the transfer and assignment herein
contemplated, the Company had good title to, and was the sole owner
of, each Mortgage Loan and all action had been taken to obtain good
record title to each related Mortgage. Each Mortgage Loan has been
transferred free and clear of any liens, claims and encumbrances;
(iv) As of the date of the initial issuance of the Certificates,
no payment of principal of or interest on or in respect of any
Mortgage Loan is 30 or more days past due and none of the Mortgage
Loans have been past due 30 or more days more than once during the
preceding 12 months;
(v) As of the date of the initial issuance of the Certificates,
other than with respect to Cooperative Loans, there is no mechanics'
lien or claim for work, labor or material 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 (x)
below;
(vi) As of the date of the initial issuance of the Certificates,
other than with respect to Cooperative Loans, there is no delinquent
tax or assessment lien against the property subject to any Mortgage;
(vii) As of the date of the initial issuance of the Certificates,
there is no valid offset, defense or counterclaim to any Mortgage Note
or Mortgage, including the obligation of the Mortgagor to pay the
unpaid principal and interest on such Mortgage Note;
(viii) As of the date of the initial issuance of the
Certificates, the physical property subject to any Mortgage (or, in
the case of a Cooperative Loan, the related Cooperative Apartment) is
free of material damage and is in good repair;
(ix) Each Mortgage Loan at the time it was made complied in all
material respects with applicable state and federal laws, including,
without limitation, usury, equal credit opportunity and disclosure
laws;
(x) Other than with respect to Cooperative Loans, a lender's
title insurance policy or binder, or other assurance of title
insurance customary in the relevant jurisdiction therefor was issued
on the date of the origination of each Mortgage Loan and each such
policy or binder is valid and remains in full force and effect;
(xi) Each Mortgage Loan (other than a Pledged Asset Mortgage
Loan) that had, as of the Cut-off Date, a Loan-to-Value Ratio of more
than 80% is covered by a Primary Insurance Policy so long as its then
outstanding principal amount exceeds 80% of the greater of (a) the
Original Value and (b) the then current value of the related Mortgaged
Property as evidenced by an appraisal thereof satisfactory to the
Company, except to the extent such coverage may otherwise be
terminable under applicable law. Each Primary Insurance Policy is
issued by a private mortgage insurer acceptable to FNMA or FHLMC;
(xii) Each Mortgage Note is payable on the first day of each
month in self-amortizing monthly installments of principal and
interest, with interest payable in arrears, over an original term of
not more than the Designated Maturity;
(xiii) Other than with respect to Cooperative Loans, the
improvements on the Mortgaged Properties are insured against loss
under a hazard insurance policy with extended coverage and conforming
to the requirements of Section 3.06 hereof. As of the date of initial
issuance of the Certificates, all such insurance policies are in full
force and effect;
(xiv) As to each condominium securing a Mortgage Loan or the
related Mortgage Loan, (a) the related condominium is in a project
that is on the FNMA or FHLMC approved list, (b) the related
condominium is in a project that, upon submission of appropriate
application, could be so approved by either FNMA or FHLMC, (c) the
related Mortgage Loan meets the requirements for purchase by FNMA or
FHLMC, (d) the related Mortgage Loan is of the type that could be
approved for purchase by FNMA or FHLMC but for the principal balance
of the related Mortgage Loan or the pre-sale requirements or (e) the
related Mortgage Loan has been approved by a nationally recognized
mortgage pool insurance company for coverage under a mortgage pool
insurance policy issued by such insurer;
(xv) Other than with respect to Cooperative Loans, no Mortgage
Loan is secured by a leasehold interest in the related Mortgaged
Property and each Mortgagor holds fee title to the related Mortgaged
Property;
(xvi) The Mortgage Loans and the Mortgaged Properties,
individually and in the aggregate, conform in all material respects to
the applicable descriptions thereof contained in the Prospectus;
(xvii) All appraisals have been prepared substantially in
accordance with the description contained under the caption "The
Trusts -- The Mortgage Loans" in the Prospectus;
(xviii) No selection procedures, other than those necessary to
comply with the representations and warranties set forth herein or the
description of the Mortgage Loans made in any disclosure document
delivered to prospective investors in the Certificates, have been
utilized in selecting the Mortgage Loans from the Company's portfolio
which would be adverse to the interests of the Certificateholders;
(xix) Other than with respect to Cooperative Loans, to the best
of the Company's knowledge, at origination no improvement located on
or being part of a Mortgaged Property was in violation of any
applicable zoning and subdivision laws and ordinances;
(xx) None of the Mortgage Loans is a temporary construction loan.
With respect to any Mortgaged Property which constitutes new
construction, the related construction has been completed
substantially in accordance with the specifications therefor and any
incomplete aspect of such construction shall not be material or
interfere with the habitability or legal occupancy of the Mortgaged
Property. Mortgage Loan amounts sufficient to effect any such
completion are in escrow for release upon or in connection with such
completion or a performance bond or completion bond is in place to
provide funds for this purpose and such completion shall be
accomplished within 120 days after weather conditions permit the
commencement thereof;
(xxi) As of the Closing Date, each Mortgage Loan is a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code;
(xxii) As of the Closing Date, the Company possesses the Document
File with respect to each Mortgage Loan, and, other than with respect
to Cooperative Loans, the related Mortgages and intervening assignment
or assignments of Mortgages, if any, have been delivered to a title
insurance company for recording;
(xxiii) With respect to each Mortgage Loan identified in Exhibit
C as a Cooperative Loan:
(A) The Security Agreement creates a first lien in the stock
ownership and leasehold rights associated with the related
Cooperative Apartment;
(B) The lien created by the related Security Agreement is a
valid, enforceable and subsisting first priority security
interest in the related Cooperative Stock securing the related
Mortgage Note, subject only to (a) liens of the Cooperative for
unpaid assessments representing the Mortgagor's pro rata share of
the Cooperative's payments for its blanket mortgage, current and
future real property taxes, insurance premiums, maintenance fees
and other assessments to which like collateral is commonly
subject and (b) other matters to which like collateral is
commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Security
Agreement. There are no liens against or security interest in the
Cooperative Stock relating to such Cooperative Loan (except for
unpaid maintenance, assessments and other amounts owed to the
related Cooperative which individually or in the aggregate do not
have a material adverse effect on such Cooperative Loan), which
have priority over the Trustee's security interest in such
Cooperative Stock;
(C) The Cooperative Stock that is pledged as security for
the Mortgage Loan is held by a person as a "tenant-stockholder"
within the meaning of section 216 of the Code, the related
Cooperative that owns title to the related cooperative apartment
building is a "cooperative housing corporation" within the
meaning of section 216 of the Code, and such Cooperative is in
material compliance with applicable federal, state and local laws
which, if not complied with, could have a material adverse effect
on the Mortgaged Property; and
(D) There is no prohibition against pledging the Cooperative
Stock or assigning the Proprietary Lease; and
(xxiv) With respect to each Mortgage Loan identified on Exhibit C
as having been originated or acquired under the Company's Enhanced
Streamlined Refinance program, the value of the related Mortgaged
Property, as of the date of such origination or acquisition under the
Company's Enhanced Streamlined Refinance program, is no less than the
value thereof established at the time the mortgage loan that is the
subject of the refinancing was originated.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Mortgage
Files to the Trustee. Upon discovery by either the Company or the Trustee of a
breach of any of the foregoing representations and warranties which materially
and adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other. Subject to the following sentence, within 60 days of its
discovery or its receipt of notice of breach, or, with the prior written consent
of a Responsible Officer of the Trustee, such longer period specified in such
consent, the Company shall cure such breach in all material respects or shall
repurchase such Mortgage Loan from the Trustee or replace such Mortgage Loan
pursuant to Section 2.03(b). Any such repurchase by the Company shall be
accomplished in the manner set forth in Section 2.02, subject to the proviso of
the third-to-last sentence thereof, and at the Purchase Price. It is understood
and agreed that the obligation of the Company to repurchase or replace any
Mortgage Loan as to which a breach occurred and is continuing shall constitute
the sole remedy respecting such breach available to Certificateholders or the
Trustee on behalf of Certificateholders and such obligation of the Company to
repurchase or replace any such Mortgage Loan shall not be assumed by any Person
which may succeed the Company as servicer hereunder, but shall continue as an
obligation of the Company. Notwithstanding the preceding sentence, if a breach
of the representation and warranty of the Company contained in Section
2.03(a)(ix) occurs as a result of a violation of the federal Truth in Lending
Act, 15 U.S.C. ss. 1601 et seq., as amended ("TILA") or any state truth-in
lending or similar statute, and the Trustee or the Trust Fund is named as a
defendant in a TILA suit or a suit under any such statutes in respect of such
violation and liability in respect thereof is imposed upon the Trustee or the
Trust Fund as assignees of the related Mortgage Loan pursuant to Section 1641 of
TILA, or any analogous provision of any such statute, the Company shall
indemnify the Trustee and the Trust Fund from, and hold them harmless against,
any and all losses, liabilities, damages, claims or expenses (including
reasonable attorneys' fees) to which the Trustee and the Trust Fund, or either
of them, become subject pursuant to TILA or any such statute, insofar as such
losses, damages, claims or expenses (including reasonable attorneys' fees)
result from such violation. The Company's obligations under the preceding
sentence shall not impair or derogate from the Company's obligations to the
Trustee under Section 8.05.
(b) If the Company is required to repurchase any Mortgage Loan pursuant to
Section 2.02 or 2.03(a), the Company may, at its option, within the applicable
time period specified in such respective Sections, remove such Defective
Mortgage Loan from the terms of this Agreement and substitute one or more other
mortgage loans for such Defective Mortgage Loan, in lieu of repurchasing such
Defective Mortgage Loan, provided that no such substitution shall occur more
than two years after the Closing Date. Any substitute Mortgage Loan shall (a)
have a Scheduled Principal Balance (together with that of any other Mortgage
Loan substituted for the same Defective Mortgage Loan) as of the first
Distribution Date following the month of substitution not in excess of the
Scheduled Principal Balance of the Defective Mortgage Loan as of such date (the
amount of any difference, plus one month's interest thereon at the respective
Net Mortgage Rate, to be deposited by the Company in the Certificate Account
pursuant to Section 2.02), (b) have a Mortgage Rate not less than, and not more
than one percentage point greater than, the Mortgage Rate of the Defective
Mortgage Loan, (c) have the same Net Mortgage Rate as the Defective Mortgage
Loan, (d) have a remaining term to stated maturity not later than, and not more
than one year less than, the remaining term to stated maturity of the Defective
Mortgage Loan, (e) be, in the reasonable determination of the Company, of the
same type, quality and character as the Defective Mortgage Loan as if the defect
or breach had not occurred, (f) have a ratio of its current principal amount to
its Original Value not greater than that of the removed Mortgage Loan and (g)
be, in the reasonable determination of the Company, in compliance with the
representations and warranties contained in Section 2.03(a), other than
subparagraph (xvi) thereof, as of the date of substitution.
The Company shall amend the Mortgage Loan Schedule to reflect the
withdrawal of any Defective Mortgage Loan and the substitution of a substitute
Mortgage Loan therefor. Upon such amendment the Company shall be deemed to have
made as to such substitute Mortgage Loan the representations and warranties set
forth in Section 2.03(a), other than subparagraph (xvi) thereof, as of the date
of such substitution, which shall be continuing as long as any Certificate shall
be outstanding or this Agreement has not been terminated, and the remedies for
breach of any such representation or warranty shall be as set forth in Section
2.03(a). Upon such amendment, the Trustee shall review the Mortgage File
delivered to it relating to the substitute Mortgage Loan, within the time and in
the manner and with the remedies specified in Section 2.02, except that for
purposes of this Section 2.03(b) (other than the two-year period specified in
the first sentence of the preceding paragraph of this Section 2.03(b)), such
time shall be measured from the date of the applicable substitution.
Section 2.04. Execution of Certificates. The Trustee has caused to be
executed, countersigned and delivered to or upon the order of the Company, in
exchange for the Mortgage Loans, the Certificates in authorized denominations
evidencing the entire ownership of the Trust Fund.
Section 2.05. Designations under the REMIC Provisions. (a) The Company
hereby designates the Classes of Certificates identified in Section 5.01(b),
other than the Residual Certificate, as "regular interests," and the Class R
Certificate as the single class of "residual interest," in the REMIC established
hereunder for purposes of the REMIC Provisions. The assets of the REMIC
established hereunder will consist of the assets and rights specified in clauses
(i) though (viii) of the definition of the term Trust Fund, and any Rounding
Accounts.
(b) The Closing Date will be the "Startup Day" for the REMIC established
hereunder for purposes of the REMIC Provisions.
(c) The "tax matters person" with respect to the REMIC established
hereunder for purposes of the REMIC Provisions shall be (i) the Company, if the
Company is the owner of a Class R Certificate, or (ii) in any other case, the
beneficial owner of the Class R Certificate having the largest Percentage
Interest of such Class; provided, however, that such largest beneficial owner
and, to the extent relevant, each other holder of a Class R Certificate, by its
acceptance thereof irrevocably appoints the Company as its agent and
attorney-in-fact to act as "tax matters person" with respect to the REMIC
established hereunder for purposes of the REMIC Provisions.
(d) The "latest possible maturity date" of the regular interests in the
REMIC established hereunder is the Latest Possible Maturity Date for purposes of
section 860G(a)(1) of the Code.
(e) In the event that the Servicing Fee exceeds the amount reasonable for
such services (within the meaning of Treasury Regulation 1.860D-1(b)(1)(ii)),
the portion or portions of such fee that can be measured as a fixed number of
basis points on some or all of the Mortgage Loans and can be treated as one or
more stripped coupons within the meaning of Treasury Regulation
1.860D-1(b)(2)(iii) shall be treated as such stripped coupons and shall not be
treated as a REMIC asset.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Company to Act as Servicer. (a) It is intended that the REMIC
established hereunder shall constitute, and that the affairs of the REMIC shall
be conducted so as to qualify the Trust Fund (other than any collateral fund
established under the agreement referred to in Section 3.08(e)) as, a "real
estate mortgage investment conduit" as defined in and in accordance with the
REMIC Provisions. In furtherance of such intention, the Company covenants and
agrees that it shall act as agent (and the Company is hereby appointed to act as
agent) on behalf of the Trust Fund and the Holders of the Residual Certificates
and that in such capacity it shall:
(i) prepare and file, or cause to be prepared and filed, in a timely
manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return
(Form 1066) and prepare and file or cause to be prepared and filed with the
Internal Revenue Service and applicable state or local tax authorities
income tax or information returns for each taxable year with respect to the
REMIC established hereunder, using the calendar year as the taxable year
and the accrual method of accounting, containing such information and at
the times and in the manner as may be required by the Code or state or
local tax laws, regulations, or rules, and shall furnish or cause to be
furnished to Certificateholders the schedules, statements or information at
such times and in such manner as may be required thereby;
(ii) within thirty days of the Closing Date, shall furnish or cause to
be furnished to the Internal Revenue Service, on Form 8811 or as otherwise
may be required by the Code, the name, title, address, and telephone number
of the person that the holders of the Certificates may contact for tax
information relating thereto (and the Company shall act as the
representative of the REMIC established hereunder for this purpose),
together with such additional information as may be required by such Form,
and shall update such information at the time or times and in the manner
required by the Code;
(iii) make or cause to be made an election, on behalf of the REMIC
established hereunder, to be treated as a REMIC, and make the appropriate
designations, if applicable, in accordance with Section 2.05 hereof on the
federal tax return of the Trust Fund for its first taxable year (and, if
necessary, under applicable state law);
(iv) prepare and forward, or cause to be prepared and forwarded, to
the Certificateholders and to the Internal Revenue Service and, if
necessary, state tax authorities, all information returns or reports, or
furnish or cause to be furnished by telephone, mail, publication or other
appropriate method such information, as and when required to be provided to
them in accordance with the REMIC Provisions, including without limitation,
the calculation of any original issue discount using the Prepayment
Assumption Multiple;
(v) provide information necessary for the computation of tax imposed
on the transfer of a Residual Certificate to a Disqualified Organization,
or an agent (including a broker, nominee or other middleman) of a
Disqualified Organization, or a pass-through entity in which a Disqualified
Organization is the record holder of an interest (the reasonable cost of
computing and furnishing such information may be charged to the Person
liable for such tax);
(vi) use its best reasonable efforts to conduct the affairs of the
REMIC established hereunder at all times that any Certificates are
outstanding so as to maintain the status thereof as a REMIC under the REMIC
Provisions;
(vii) not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of the
REMIC or that would subject the Trust Fund to tax;
(viii) exercise reasonable care not to allow the creation of any
"interests" in the REMIC within the meaning of section 860D(a)(2) of the
Code other than the interests represented by the Classes of Certificates
identified in Section 5.01(b);
(ix) exercise reasonable care not to allow the occurrence of any
"prohibited transactions" within the meaning of section 860F of the Code,
unless the Company shall have provided an Opinion of Counsel to the Trustee
that such occurrence would not (a) result in a taxable gain, (b) otherwise
subject the Trust Fund to tax, or (c) cause any REMIC established hereunder
to fail to qualify as a REMIC;
(x) exercise reasonable care not to allow the Trust Fund to receive
income from the performance of services or from assets not permitted under
the REMIC Provisions to be held by a REMIC;
(xi) pay the amount of any federal or state tax, including prohibited
transaction taxes, taxes on certain contributions to the REMIC after the
Startup Day, and taxes on net income from foreclosure property, imposed on
the Trust Fund when and as the same shall be due and payable (but such
obligation shall not prevent the Company or any other appropriate Person
from contesting any such tax in appropriate proceedings and shall not
prevent the Company from withholding payment of such tax, if permitted by
law, pending the outcome of such proceedings);
(xii) ensure that federal, state or local income tax or information
returns shall be signed by the Trustee or such other person as may be
required to sign such returns by the Code or state or local laws,
regulations or rules; and
(xiii) maintain such records relating to the REMIC established
hereunder, including but not limited to the income, expenses, individual
Mortgage Loans (including Mortgaged Property), other assets and liabilities
thereof, and the fair market value and adjusted basis of the property of
each determined at such intervals as may be required by the Code, as may be
necessary to prepare the foregoing returns, schedules, statements or
information.
The Company shall be entitled to be reimbursed pursuant to Section 3.04 for
any federal income taxes paid by it pursuant to clause (xi) of the preceding
sentence, except to the extent that such taxes are imposed as a result of the
bad faith, misfeasance or negligence of the Company in the performance of its
obligations hereunder. With respect to any reimbursement of prohibited
transaction taxes, the Company shall inform the Trustee of the circumstances
under which such taxes were incurred.
(b) The Company shall service and administer the Mortgage Loans and shall
have full power and authority, acting alone or through one or more Primary
Servicers, to do any and all things in connection with such servicing and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Company shall continue, and is hereby
authorized and empowered by the Trustee, to execute and deliver, or file, as
appropriate, on behalf of itself, the Certificateholders and the Trustee or any
of them, any and all continuation statements, termination statements,
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the properties subject to the Mortgages. Without
limitation of the foregoing, if the Company in its individual capacity agrees to
refinance any Mortgage Loan upon the request of the related Mortgagor, the
Company, as servicer hereunder, may execute an instrument of assignment in
customary form to the Company in its individual capacity. In connection with any
such refinancing, the Trustee shall, upon certification of a Servicing Officer
to the effect that an amount equal to the principal balance of the related
Mortgage Loan together with accrued and unpaid interest thereon at the
applicable Net Mortgage Rate to the date of such certification has been credited
to the Mortgage Loan Payment Record, release the related Mortgage File to the
Company whereupon the Company may cancel the related Mortgage Note. Upon request
by the Company after the execution and delivery of this Agreement, the Trustee
shall furnish the Company with any powers of attorney and other documents
necessary or appropriate to enable the Company to carry out its servicing and
administrative duties hereunder. Except as otherwise provided herein, the
Company shall maintain servicing standards substantially equivalent to those
required for approval by FNMA or FHLMC. The Company shall not agree to any
modification of the material terms of any Mortgage Loan except as provided in
the second sentence of Section 3.02(a) and in Section 3.07. The Company shall
not release any portion of any Mortgaged Property from the lien of the related
Mortgage unless the related Mortgage Loan would be a "qualified mortgage" within
the meaning of the REMIC Provisions following such release.
(c) [Intentionally Omitted.]
(d) The relationship of the Company (and of any successor to the Company as
servicer under this Agreement) to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint
venturer, partner or agent.
(e) All costs incurred by the Company in effecting the timely payment of
taxes and assessments on the properties subject to the Mortgage Loans shall not,
for the purpose of calculating monthly distributions to Certificateholders, be
added to the amount owing under the related Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit, and such costs shall be recoverable
by the Company to the extent permitted by Section 3.04. The Company shall
collect such amounts from the Mortgagor and shall credit the Mortgage Loan
Payment Record accordingly.
(f) If the Company enters into a servicing agreement with any servicer (a
"Primary Servicer") pursuant to which such Primary Servicer shall directly
service certain Mortgage Loans and the Company shall perform master servicing
with respect thereto, the Company shall not be released from its obligations to
the Trustee and Certificateholders with respect to the servicing and
administration of the Mortgage Loans in accordance with the provisions of
Article III hereof and such obligations shall not be diminished by virtue of any
such servicing agreement or arrangement and the Company shall be obligated to
the same extent and under the same terms and conditions as if the Company alone
were servicing and administering the Mortgage Loans. Any amounts received by a
Primary Servicer in respect of a Mortgage Loan shall be deemed to have been
received by the Company whether or not actually received by it. Any servicing
agreement that may be entered into and any transactions or services relating to
the Mortgage Loans involving a Primary Servicer in its capacity as such shall be
deemed to be between the Company and the Primary Servicer alone, and the Trustee
and the Certificateholders shall have no claims, obligations, duties or
liabilities with respect thereto. Notwithstanding the foregoing, in the event
the Company has been removed as the servicer hereunder pursuant to Section 6.04
or Section 7.01, the Trustee or any successor servicer appointed pursuant to
Section 7.02 shall succeed to all of the Company's rights and interests (but not
to any obligations or liabilities of the Company arising prior to the date of
succession) under any servicing agreement with any Primary Servicer in respect
of the Mortgage Loans, subject to the limitation on the Trustee's
responsibilities under Section 7.02.
(g) In no event shall any collateral fund established under the agreement
referred to in Section 3.08(e) constitute an asset of any REMIC established
hereunder.
Section 3.02. Collection of Certain Mortgage Loan Payments; Mortgage Loan
Payment Record; Certificate ACCOUNT. (a) The Company shall make reasonable
efforts to collect all payments called for under the terms and provisions of the
Mortgage Loans, and shall, to the extent such procedures shall be consistent
with this Agreement, follow such collection procedures as it follows with
respect to mortgage loans comparable to the Mortgage Loans in its servicing
portfolio. Consistent with the foregoing, the Company may in its discretion (i)
waive any late payment charge or any assumption fees or other fees which may be
collected in the ordinary course of servicing such Mortgage Loan and (ii) if a
default on the Mortgage Loan has occurred or is reasonably foreseeable, arrange
at any time prior to foreclosure with a Mortgagor a schedule for the payment of
due and unpaid principal and interest for a period extending not longer than two
years after the date that such schedule is arranged. Any arrangement of the sort
described in clause (ii) above shall not affect the amount or timing of the
Company's obligation to make Monthly Advances with respect to any Mortgage Loan
which Monthly Advances shall be made pursuant to the original amortization
schedule applicable to such Mortgage Loan.
(b) The Company shall establish and maintain a Mortgage Loan Payment Record
in which the following payments on and collections in respect of each Mortgage
Loan shall as promptly as practicable be credited by the Company for the account
of the Holders of the Certificates:
(i) All payments on account of principal, including Principal
Prepayments (other than (A) payments of principal due and payable on the
Mortgage Loans on or before, and all Principal Prepayments received before,
the Cut-off Date, (B) in the case of a substitute Mortgage Loan, payments
of principal due and payable on such Mortgage Loan on or before the
Determination Date in the month of substitution, and all Principal
Prepayments received before the first day of the month of substitution, and
(C) in the case of a replaced Mortgage Loan, payments of principal due and
payable on such Mortgage Loan after the Determination Date in the month of
substitution, and all Principal Prepayments received in the month of
substitution);
(ii) All payments (other than (A) those due and payable on or before
the Cut-off Date, (B) in the case of a substitute Mortgage Loan, those due
and payable on such Mortgage Loan on or before the Determination Date in
the month of substitution, and (C) in the case of a replaced Mortgage Loan,
those due and payable on such Mortgage Loan after the Determination Date in
the month of substitution) on account of interest at the applicable Net
Mortgage Rate on the Mortgage Loan received from the related Mortgagor,
including any Buydown Funds applied with respect to interest at the
applicable Net Mortgage Rate on any Buydown Mortgage Loan;
(iii) All Liquidation Proceeds received by the Company with respect to
such Mortgage Loan and the Purchase Price for any Mortgage Loan purchased
by the Company pursuant to Sections 2.02, 2.03 and 3.16 (including any
amounts received in respect of a substitution of a Mortgage Loan);
(iv) All Insurance Proceeds (including, for this purpose, any amounts
required to be credited by the Company pursuant to the last sentence of
Section 3.06) received by the Company for the benefit of the Trust Fund,
other than proceeds to be applied to the restoration or repair of the
property subject to the related Mortgage or released, or to be released, to
the related Mortgagor in accordance with the normal servicing procedures of
the Company;
(v) All REO Proceeds;
(vi) All Unanticipated Recoveries; and
(vii) All amounts received by the Company with respect to any Pledged
Asset Mortgage Loan pursuant to the liquidation of any Additional
Collateral or pursuant to any recovery under the Surety Bond in accordance
with Section 4.09.
The foregoing requirements respecting credits to the Mortgage Loan Payment
Record are exclusive, it being understood that, without limiting the generality
of the foregoing, the Company need not enter in the Mortgage Loan Payment Record
collections, Liquidation Proceeds or Insurance Proceeds in respect of Mortgage
Loans which have been previously released from the terms of this Agreement,
amounts representing fees or late charge penalties payable by Mortgagors, or
amounts received by the Company for the account of Mortgagors for application
towards the payment of taxes, insurance premiums, assessments and similar items.
(c) Subject to subsection (e) below, until the Business Day prior to each
Distribution Date on which amounts are required to be transferred to the
Certificate Account pursuant to subsection (d) of this Section 3.02, the Company
may retain and commingle such amounts with its own funds and shall be entitled
to retain for its own account any gain or investment income thereon, and any
such investment income shall not be subject to any claim of the Trustee or
Certificateholders. To the extent that the Company realizes any net loss on any
such investments, the Company shall deposit in the Certificate Account an amount
equal to such net loss at the time the Company is required to deposit amounts in
the Certificate Account pursuant to subsection (d) of this section 3.02. Any
such deposit shall not increase the Company's obligation under said subsection
(d).
(d) The Trustee shall establish and maintain with the Trustee in its
corporate trust department a single separate trust account designated in the
name of the Trustee for the benefit of the Holders of the Certificates issued
hereunder (the "Certificate Account") into which the Company shall transfer, not
later than 11:00 a.m. New York time on the Business Day prior to each
Distribution Date, an amount in next day funds equal to the sum of Available
Funds for such Distribution Date and any Unanticipated Recoveries received in
the calendar month preceding the month of such Distribution Date. If the Trustee
does not receive such transfer by 2:00 p.m. on such Business Day, it shall give
the Company written notice thereof.
(e) If the Company or a Responsible Officer of the Trustee obtains actual
notice of or knowledge of the occurrence of either (x) any Trigger Event or (y)
the downgrade by S&P of General Electric Capital Corporation's short-term senior
unsecured debt rating below A-1+ then, notwithstanding subsection (c) above, the
Company shall promptly establish, and thereafter maintain, one or more Eligible
Accounts in the name of the Trustee and bearing a designation indicating that
amounts therein are held for the benefit of the Trustee and the
Certificateholders, into which the Company and any Primary Servicer shall
deposit within two Business Days after receipt, all amounts otherwise required
to be credited to the Mortgage Loan Payment Record pursuant to Section 3.02(b);
provided, however, that such action shall not be required if the Company
delivers to the Trustee a letter from each Rating Agency to the effect that the
failure to take such action will not cause such Rating Agency to withdraw or
reduce its then current ratings of the Certificates. All amounts so deposited
shall be held in trust for the benefit of Certificateholders. Amounts so
deposited may be invested at the written instruction of the Company in Permitted
Investments in the name of the Trustee maturing no later than the Business Day
preceding the Distribution Date following the date of such investment; provided,
however, that any such Permitted Investment which is an obligation of State
Street Bank and Trust Company, in its individual capacity and not in its
capacity as Trustee, may mature on such Distribution Date; and, provided
further, that no such Permitted Investment shall be sold before the maturity
thereof if the sale thereof would result in the realization of gain prior to
maturity unless the Company has obtained an Opinion of Counsel that such sale or
disposition will not cause the Trust Fund to be subject to the tax on prohibited
transactions under section 860F of the Code, or otherwise subject the Trust Fund
to tax or cause the REMIC established hereunder to fail to qualify as a REMIC.
The Trustee shall maintain physical possession of all Permitted Investments,
other than Permitted Investments maintained in book-entry form. The Company, as
servicer, shall be entitled to retain for its own account any gain or other
income from Permitted Investments, and neither the Trustee nor
Certificateholders shall have any right or claim with respect to such income.
The Company shall deposit an amount equal to any loss realized on any Permitted
Investment as soon as any such loss is realized. If the provisions in this
subsection (e) become operable, references in this Agreement to the Mortgage
Loan Payment Record and credits and debits to such Record shall be deemed to
refer to Eligible Accounts and transfers to and withdrawals from such Eligible
Accounts. Any action which may be necessary to establish the terms of an account
pursuant to this Section 3.02(e) may be taken by an amendment or supplement to
this Agreement or pursuant to a written order of the Company, which amendment,
supplement or order shall not require the consent of Certificateholders,
provided that the Company has delivered to the Trustee a letter from each Rating
Agency to the effect that such amendment, supplement or order will not cause
such Rating Agency to withdraw or reduce its then current ratings of the
Certificates.
Section 3.03. Collection of Taxes, Assessments and Other Items. Other than
with respect to any Cooperative Loan, the Company shall establish and maintain
with one or more depository institutions one or more accounts into which it
shall deposit all collections of taxes, assessments, private mortgage or hazard
insurance premiums or comparable items for the account of the Mortgagors. As
servicer, the Company shall effect the timely payment of all such items for the
account of Mortgagors. Withdrawals from such account or accounts may be made
only to effect payment of taxes, assessments, private mortgage or standard
hazard insurance premiums or comparable items, to reimburse the Company out of
related collections for any payments made regarding taxes and assessments or for
any payments made pursuant to Section 3.05 regarding premiums on Primary
Insurance Policies and Section 3.06 regarding premiums on standard hazard
insurance policies, to refund to any Mortgagors any sums determined to be
overages, or to pay interest owed to Mortgagors to the extent required by law.
Section 3.04. Permitted Debits to the Mortgage Loan Payment Record. The
Company (or any successor servicer pursuant to Section 7.02) may, from time to
time, make debits to the Mortgage Loan Payment Record for the following
purposes:
(i) To reimburse the Company or the applicable Primary Servicer for
Liquidation Expenses theretofore incurred in respect of any Mortgage Loan
in an amount not to exceed the amount of the related Liquidation Proceeds
credited to the Mortgage Loan Payment Record pursuant to Section
3.02(b)(iii); provided that the Company or the applicable Primary Servicer
shall not be entitled to reimbursement for Liquidation Expenses incurred
after the initiation of foreclosure proceedings in respect of any Defaulted
Mortgage Loan that is repurchased pursuant to Section 3.16;
(ii) To reimburse the Company or the applicable Primary Servicer for
Insured Expenses and amounts expended by it pursuant to Section 3.08 in
good faith in connection with the restoration of property damaged by an
Uninsured Cause, in an amount not to exceed the amount of the related
Insurance Proceeds and Liquidation Proceeds (net of any debits pursuant to
clause (i) above) and amounts representing proceeds of other insurance
policies covering the property subject to the related Mortgage credited to
the Mortgage Loan Payment Record pursuant to Section 3.02(b) (iii) and
(iv);
(iii) To reimburse the Company to the extent permitted by Sections
3.01(a) and 6.04;
(iv) To pay to the Company amounts received in respect of any
Defective Mortgage Loan or Defaulted Mortgage Loan purchased by the Company
to the extent that the distribution of any such amounts on the Distribution
Date upon which the proceeds of such purchase are distributed would make
the total amount distributed in respect of any such Mortgage Loan on such
Distribution Date greater than the Purchase Price therefor, net of any
unreimbursed Monthly Advances made by the Company;
(v) To reimburse the Company (or the Trustee, as applicable) for
Monthly Advances theretofore made in respect of any Mortgage Loan to the
extent of late payments, REO Proceeds, Insurance Proceeds and Liquidation
Proceeds in respect of such Mortgage Loan;
(vi) To reimburse the Company from any Mortgagor payment of interest
or other recovery with respect to a particular Mortgage Loan, to the extent
not previously retained by the Company, for unpaid Servicing Fees with
respect to such Mortgage Loan, subject to Section 3.08(d);
(vii) To reimburse the Company (or the Trustee, as applicable) for any
Nonrecoverable Advance (which right of reimbursement of the Trustee
pursuant to this clause shall be prior to such right of the Company);
(viii) To make transfers of funds to the Certificate Account pursuant
to Section 3.02(d);
(ix) To pay to the Company amounts received in respect of any Mortgage
Loan purchased by the Company pursuant to Section 9.01 to the extent that
the distribution of any such amounts on the final Distribution Date upon
which the proceeds of such purchase are distributed would make the total
amount distributed in respect of any such Mortgage Loan on such
Distribution Date greater than the purchase price therefor specified in
clause (x) of the first sentence of Section 9.01; and
(x) To deduct any amount credited to the Mortgage Loan Payment Record
in error.
The Company shall keep and maintain separate accounting records, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for debits
to the Mortgage Loan Payment Record pursuant to clauses (i), (ii), (iv), (v) and
(vi) of this Section 3.04; provided, however, that it is understood and agreed
that the records of such accounting need not be retained by the Company for a
period longer than the five most recent fiscal years.
Section 3.05. Maintenance of the Primary Insurance Policies. (a) The
Company shall not take any action which would result in non-coverage under any
applicable Primary Insurance Policy of any loss which, but for the actions of
the Company, would have been covered thereunder. To the extent coverage is
available, the Company shall keep or cause to be kept in full force and effect
each such Primary Insurance Policy until the principal balance of the related
Mortgage Note is 80% or less of the greater of (i) the related Original Value
and (ii) the then current value of the property underlying the related Mortgage
Note as evidenced by an appraisal thereof satisfactory to the Company; provided
that no such Primary Insurance Policy shall be kept in effect if doing so would
violate applicable law, including, without limitation, the Federal Homeowners
Protection Act of 1998. The Company shall not cancel or refuse to renew any such
Primary Insurance Policy applicable to a Mortgage Loan that is in effect at the
Closing Date and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having ratings equal to or
better than the ratings then assigned to the Certificates by such Rating Agency.
The Company agrees to effect the timely payment of the premium on each Primary
Insurance Policy, and such costs not otherwise recoverable shall be recoverable
by the Company from related Insurance Proceeds and Liquidation Proceeds pursuant
to Section 3.04.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Company agrees to present, on behalf of itself, the Trustee
and the Certificateholders, claims to the insurer under each Primary Insurance
Policy and, in this regard, to take such reasonable action as shall be necessary
to permit recovery under any Primary Insurance Policy respecting a related
defaulted Mortgage Loan. To the extent provided in Section 3.02(b), any amounts
collected by the Company under any Primary Insurance Policy in respect of the
Mortgage Loans (including, without limitation, a Mortgage Loan purchased by a
related insurer) shall be credited to the Mortgage Loan Payment Record.
Section 3.06. Maintenance of Hazard Insurance. The Company shall cause to
be maintained for each Mortgage Loan, other than a Cooperative Loan, hazard
insurance with a standard mortgagee clause and with extended coverage in an
amount which is at least equal to the maximum insurable value of the
improvements securing such Mortgage Loan from time to time or the principal
balance owing on such Mortgage Loan from time to time, whichever is less. The
Company shall also maintain on property (other than Cooperative Apartments)
acquired upon foreclosure, or by deed in lieu of foreclosure, hazard insurance
with extended coverage in an amount which is at least equal to the lesser of (i)
the maximum insurable value from time to time of the improvements which are a
part of such property or (ii) the unpaid principal balance of such Mortgage Loan
at the time of such foreclosure or deed in lieu of foreclosure plus accrued
interest and the good-faith estimate of the Company of related Liquidation
Expenses to be incurred in connection therewith. To the extent provided in
Section 3.02(b)(iv), amounts collected by the Company under any such policies in
respect of the Mortgage Loans shall be credited to the Mortgage Loan Payment
Record. Such costs shall be recoverable by the Company pursuant to Sections 3.03
and 3.04. In cases in which property securing any Mortgage Loan other than a
Cooperative Loan is located in a federally designated flood area, the hazard
insurance to be maintained for such Mortgage Loan shall include flood insurance.
All such flood insurance shall be in such amounts as are required under
applicable guidelines of FNMA. The Company shall be under no obligation to
require that any Mortgagor maintain earthquake or other additional insurance and
shall be under no obligation itself to maintain any such additional insurance on
property acquired in respect of a Mortgage Loan, other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Company shall obtain and maintain a
blanket policy insuring against hazard losses on all of the Mortgage Loans
(whether or not including Cooperative Loans), it shall conclusively be deemed to
have satisfied its obligations as set forth in the first sentence of this
Section 3.06, it being understood and agreed that such policy may contain a
deductible clause, in which case the Company shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.06, and there shall have
been a loss which would have been covered by such policy, credit to the Mortgage
Loan Payment Record the amount not otherwise payable under the blanket policy
because of such deductible clause.
Section 3.07. Assumption and Modification Agreements. (a) In any case in
which property subject to a Mortgage has been or is about to be conveyed by the
Mortgagor, the Company shall exercise its right to accelerate the maturity of
such Mortgage Loan under any "due-on-sale" clause applicable thereto, unless in
the reasonable discretion of the Company, such exercise would adversely affect
or jeopardize coverage under the related Primary Insurance Policy, if any;
provided, however, that if the Company is prevented, as provided in Section
3.07(b), from enforcing any such clause, the Company is authorized to make or
enter into an assumption and modification agreement from or with the Person to
whom such property has been or is about to be conveyed, pursuant to which such
Person becomes liable under the Mortgage Note and the Mortgagor remains liable
thereon. In connection with any such assumption and modification agreement, the
Company shall apply its then current underwriting standards to such Person. The
Company shall not make or enter into any such assumption and modification
agreement, however, unless (to the extent practicable in the circumstances) it
shall have received confirmation of the continued effectiveness of any
applicable Primary Insurance Policy and hazard insurance policy. The Company
shall notify the Trustee that any assumption and modification agreement has been
completed by forwarding to the Trustee the original copy thereof, which copy
shall be added by the Trustee to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof. In connection with
any such agreement, the Mortgage Rate, mortgage term and any other material term
of such Mortgage Loan shall not be changed. Any fee collected by the Company for
entering into any such agreement will be retained by the Company as additional
servicing compensation.
(b) Notwithstanding Section 3.07(a) or any other provision of this
Agreement, the Company shall not be deemed to be in default, breach or any other
violation of its obligations hereunder by reason of any assumption of a Mortgage
Loan, or transfer of the property subject to a Mortgage without the assumption
thereof, by operation of law or any assumption or transfer which the Company
reasonably believes it may be restricted by law from preventing, for any reason
whatsoever.
Section 3.08. Realization Upon Defaulted Mortgage Loans. (a) The Company
shall foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.02. In connection with such foreclosure or other
conversion the Company shall, consistent with Section 3.05, follow such
practices and procedures as it shall deem necessary or advisable and as shall be
normal and usual in its general mortgage servicing activities. The foregoing is
subject to the proviso that the Company shall not be required to expend its own
funds in connection with any foreclosure or towards the restoration of any
property unless it shall determine (i) that such restoration or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan to Certificateholders
after reimbursement to itself for such expenses and (ii) that such expenses will
be recoverable to it either through Liquidation Proceeds or Insurance Proceeds.
Notwithstanding the foregoing, the Company shall not be entitled to recover
legal expenses incurred in connection with foreclosure proceedings where the
Mortgage Loan is reinstated and such foreclosure proceedings are terminated
prior to completion, other than sums received from the Mortgagor for such
expenses.
Notwithstanding anything to the contrary contained herein, the Company
shall be under no obligation to foreclose upon or otherwise convert the
ownership of any Mortgaged Property which it believes may be contaminated with
or affected by hazardous or toxic wastes, materials or substances. The Company
may, but shall not be obligated to, make such determination on the basis of a
Phase I environmental assessment with respect to the related Mortgaged Property.
Neither the Trustee nor the Company shall be liable to the Trust Fund or the
Certificateholders if, based on the Company's belief that such contamination or
effect exists, the Company does not foreclose upon or otherwise convert the
ownership of a Mortgaged Property. In addition, neither the Trustee nor the
Company shall be liable to the Trust Fund or the Certificateholders if, based on
the Company's belief that no such contamination or effect exists, the Company
forecloses upon a Mortgaged Property and the Trustee or its nominee on behalf of
the Trust Fund takes title to such Mortgaged Property, and thereafter such
Mortgaged Property is determined to be so contaminated or affected.
(b) In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee, or to its nominee on behalf of the Trust Fund.
Notwithstanding any such acquisition of title and cancellation of the related
Mortgage Loan, such Mortgage Loan shall (except for purposes of Section 9.01) be
considered to be an Outstanding Mortgage Loan until such time as the Mortgaged
Property shall be sold and such Mortgage Loan becomes a Liquidated Mortgage
Loan. Consistent with the foregoing, for purposes of all calculations hereunder
so long as such Mortgage Loan shall be considered to be an Outstanding Mortgage
Loan, it shall be assumed that the related Mortgage Note and its amortization
schedule in effect on and after such acquisition of title (after giving effect
to any previous Principal Prepayments and Deficient Valuations incurred
subsequent to the related Bankruptcy Coverage Termination Date and before any
adjustment thereto by reason of any bankruptcy (other than as aforesaid) or any
similar proceeding or any moratorium or similar waiver or grace period) remain
in effect (notwithstanding that the indebtedness evidenced by such Mortgage Note
shall have been discharged), subject to adjustment to reflect the application of
REO Proceeds received in any month. REO Proceeds received in any month shall be
applied to the payment of the installments of principal due and interest accrued
on the related REO Mortgage Loan in accordance with the terms of such Mortgage
Note. REO Proceeds received in any month in excess of the Amortization Payment
for such month due on any REO Mortgage Loan shall be treated as a Principal
Prepayment received in respect of such Mortgage Loan.
(c) In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Company shall dispose of such Mortgaged Property prior to the
close of the third calendar year after the year of its acquisition by the Trust
Fund unless (a) the Trustee shall have been supplied with an Opinion of Counsel
to the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such period (and specifying the period beyond such period for
which the Mortgaged Property may be held) will not result in the imposition of
taxes on "prohibited transactions" of the Trust Fund as defined in section 860F
of the Code, or cause the REMIC established hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding, in which case the Trust
Fund may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel), or (b) the Trustee (at the Company's
expense) or the Company shall have applied for, not later than 61 days prior to
the expiration of such period, an extension of such period in the manner
contemplated by section 856(e)(3) of the Code, in which case such period shall
be extended by the time period permitted by section 856(e)(3) of the Code.
Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust Fund shall be rented (or allowed to continue to be rented)
or otherwise used for the production of income by or on behalf of the Trust Fund
or sold in such a manner or pursuant to any terms that would (i) cause such
Mortgaged Property to fail to qualify at any time as "foreclosure property"
within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust
Fund to the imposition of any federal or state income taxes on "net income from
foreclosure property" with respect to such Mortgaged Property within the meaning
of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged
Property to result in the receipt by the Trust Fund of any income from
non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless
the Company has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.
(d) Any collection of Insurance Proceeds or Liquidation Proceeds will be
applied in the following order of priority: first, to reimburse the Company for
any related unreimbursed Liquidation Expenses and to reimburse the Company or
the Trustee, as applicable, for any related unreimbursed Monthly Advances;
second, to accrued and unpaid interest on the Mortgage Loan at the Mortgage Rate
from the date to which interest was last paid or advanced to the Due Date prior
to the Distribution Date on which such amounts are to be distributed; and third,
as a recovery of principal of the Mortgage Loan. If the amount so allocated to
interest is less than the full amount of accrued and unpaid interest due on such
Mortgage Loan, the amount of such recovery will be allocated between the
Servicing Fee and interest at the Net Mortgage Rate in proportion to the amount
of such accrued interest which would have been allocated to each such category
in the absence of any shortfall.
(e) Notwithstanding anything to the contrary contained herein, the Company
shall have the right to enter into an agreement substantially in the form of
Exhibit K hereto with any Person that is the Holder of 100% of the Class B5
Certificates (provided that such form may be revised to delete the option on the
part of such Person to purchase a defaulted Mortgage Loan as set forth in
Section 2.02(f) thereof). Prior to entering into any such agreement with any
Person, the Company shall obtain a certification from such Person to the effect
that (i) such Person is not an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of the Trustee and (ii) such Person will not purchase any
Certificates if such purchase would cause such Person to hold more than a ten
percent interest in the Mortgage Pool. It is understood that the right of the
Company to be reimbursed for Monthly Advances and Nonrecoverable Advances under
this Agreement shall not be affected in any way by the provisions of any such
agreement. The Trustee hereby agrees to perform such obligations as may be
expressly required of it pursuant to the provisions of such agreement and to
promptly notify each party to such agreement if a Responsible Officer of the
Trustee (with direct responsibility for administration of this Agreement)
becomes aware of any discussions, plans or events that might lead to the
Trustee's becoming an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of any Person with which the Company has entered into
such agreement, provided that the contents of any such notification shall be
kept confidential by the parties to such agreement. The Company agrees to
promptly notify the Trustee upon entering into any such agreement. In addition,
the Company shall provide the Trustee with such information as may be necessary
for the Trustee to perform its obligations thereunder, including written
instructions, clearly identifying the source, amount and application of funds to
be deposited or withdrawn from the Collateral Fund (as defined in such
agreement). The Trustee shall provide the Company with such information
concerning credits and debits to the Collateral Fund on account of income, gains
and losses realized from Collateral Fund Permitted Investments (as defined in
such agreement), and costs associated with the purchase and sale thereof, as the
Company may request in order to prepare the instructions described in the
preceding sentence.
In addition, subject to the provisions of the preceding paragraph, the
Company shall have the right to enter into an agreement substantially in the
form of Exhibit K hereto with the Person that is the Holder of 100% of the Class
B4 Certificates, provided that (i) such Person is also the Holder of 100% of the
Class B5 Certificates, (ii) such Person shall have no rights under such
agreement until the date on which the Class Certificate Principal Balance of the
Class B5 Certificates has been reduced to zero, and (iii) any rights of such
Person under such agreement shall terminate in the event that such Person
transfers, directly or indirectly, the Class B4 Certificates to any other
Person.
Section 3.09. Trustee to Cooperate; Release of Mortgage Files. Upon the
payment in full of any Mortgage Loan, the Company will immediately notify the
Trustee by a certification (which certification shall include a statement to the
effect that all amounts received in connection with such payment which are
required to be credited to the Mortgage Loan Payment Record pursuant to Section
3.02 have been so credited) of a Servicing Officer and shall request delivery to
it of the Mortgage File. If a Buydown Mortgage Loan is the subject of a
Principal Prepayment in full during the related Buydown Period, the related
Buydown Funds will be applied or returned to the Person entitled thereto in
accordance with the terms of such Buydown Mortgage Loan. Upon receipt of such
certification and request in form satisfactory to the Trustee, the Trustee shall
promptly, but in any event within five Business Days, release the related
Mortgage File to the Company; provided, that the Trustee shall not be
responsible for any delay in the release of a Mortgage File resulting from acts
beyond its control, including without limitation, acts of God, strikes,
lockouts, riots, acts of war or terrorism, epidemics, nationalization,
governmental regulations imposed after the fact, fire, communication line
failures, computer viruses, power failures, earthquakes or other disasters. Upon
any such payment in full, the Company is authorized to execute, pursuant to the
authorization contained in Section 3.01, an instrument of satisfaction regarding
such Mortgage, which instrument of satisfaction shall be recorded by the Company
if required by applicable law and be delivered to the Person entitled thereto,
it being understood and agreed that no expenses incurred in connection with such
instrument of satisfaction shall be reimbursed from amounts at the time credited
to the Mortgage Loan Payment Record. From time to time and as appropriate for
the servicing or foreclosure of any Mortgage Loan (including, without
limitation, collection under any Primary Insurance Policy), the Trustee shall,
upon request of the Company and delivery to the Trustee of a receipt signed by a
Servicing Officer, release the related Mortgage File to the Company and shall
execute such documents as shall be necessary to the prosecution of any such
proceedings. Such receipt shall obligate the Company to return the Mortgage File
to the Trustee when the need therefor by the Company no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that hereinabove specified, the receipt shall
be released by the Trustee to the Company.
Section 3.10. Servicing Compensation; Payment of Certain Expenses by the
Company. (a) As compensation for its activities and obligations hereunder, the
Company shall be entitled to withhold and pay to itself out of each payment
received by it on account of interest on each Mortgage Loan (including the
portion of any Buydown Funds applied to the related Buydown Mortgage Loan for
the applicable period) an amount equal to the Servicing Fee. The aggregate of
the Servicing Fees payable to the Company on any Distribution Date shall be
reduced by the amount of any Compensating Interest Payment for such Distribution
Date. Additional servicing compensation in the form of Prepayment Interest
Excess, assumption fees, modification fees, late payment charges, interest
income or gain with respect to amounts deposited in the Certificate Account and
invested by the Company or otherwise shall be retained by the Company, subject
to Section 3.10(b), if applicable. The Company shall be required to pay all
expenses incurred by it in connection with its activities hereunder (including
payment of Trustee fees and all other fees and expenses not expressly stated
hereunder to be for the account of the Certificateholders) and shall not be
entitled to reimbursement therefor except as provided in Sections 3.01, 3.03,
3.04 and 3.08.
(b) The Company may, as a condition to granting any request by a Mortgagor
for any consent, modification, waiver or amendment or any other matter or thing,
the granting of which is in the Company's discretion pursuant to the terms of
the instruments evidencing or securing the related Mortgage Loan and is
permitted by other sections of this Agreement, require (to the extent permitted
by applicable law) that such Mortgagor pay to it a reasonable or customary fee
in accordance with the schedule set forth as Exhibit H (which may be amended
from time to time by provision of a revised schedule of such fees to the
Trustee, whereupon such revised schedule shall be deemed to be Exhibit H
hereunder) for the additional services performed in connection with such
request, together with any related costs and expenses incurred by it. Such fees
shall be additional servicing compensation to the Company.
Section 3.11. Reports to the Trustee. Not later than 15 days after each
Distribution Date, the Company shall forward to the Trustee a statement,
certified by a Servicing Officer, setting forth the status of the Mortgage Loan
Payment Record as of the close of business on such Distribution Date and
showing, for the period covered by such statement, the aggregate of credits to
the Mortgage Loan Payment Record for each category of credit specified in
Section 3.02 and each category of debit specified in Section 3.04.
Section 3.12. Annual Statement as to Compliance. The Company will deliver
to the Trustee, on or before March 31 of each year, beginning with March 31,
2000, an Officer's Certificate stating that (a) a review of the activities of
the Company during the preceding calendar year and of its performance under this
Agreement has been made under such Officer's supervision and (b) to the best of
such Officer's knowledge, based on such review, the Company has fulfilled all
its material obligations under this Agreement throughout such year, or, if there
has been a default in the fulfillment of any such obligation, specifying each
such default known to such Officer and the nature and status thereof.
Section 3.13. Annual Independent Public Accountants' Servicing Report. On
or before March 31 of each year, beginning with March 31, 2000, the Company
shall:
(a) furnish to a firm of independent public accountants (which may also
render other services to the Company) a statement substantially to the effect
that the Company has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers (the "Minimum Servicing Standards") with respect to the
mortgage loans in the Company's servicing portfolio (which may exclude home
equity loans) or, if there has been material noncompliance with such servicing
standards, containing a description of such noncompliance; and
(b) at its expense cause such firm of independent public accountants to
furnish a report to the Trustee stating its opinion as to the Company's
assertion contained in the statement delivered pursuant to Section 3.13(a),
which opinion shall be based on an examination conducted by such firm in
accordance with the standards established by the American Institute of Certified
Public Accountants, including examining, on a test basis, evidence about the
Company's compliance with the Minimum Servicing Standards. Such opinion shall be
to the effect that the Company has complied in all material respects with the
Minimum Servicing Standards with respect to the mortgage loan portfolio
described in the Company's statement delivered pursuant to Section 3.13(a)
hereof or if there has been material noncompliance with the Minimum Servicing
Standards, shall contain a description of such noncompliance in accordance with
applicable accounting standards. In rendering such report, such firm may rely,
as to matters relating to direct servicing of Mortgage Loans by any primary
servicer, upon comparable reports of independent public accountants with respect
to such primary servicer.
Section 3.14. Access to Certain Documentation and Information Regarding the
Mortgage Loans. To the extent permitted by applicable law, the Company shall
provide to the Trustee, Certificateholders which are regulated insurance
entities and the applicable insurance regulatory agencies thereof,
Certificateholders which are federally insured savings and loan associations,
the Office of Thrift Supervision, the FDIC and the supervisory agents and
examiners thereof access to the documentation regarding the Mortgage Loans
required by applicable regulations of the Office of Thrift Supervision or of
such insurance regulatory agencies, as the case may be, such access being
afforded without charge but only upon reasonable request and during normal
business hours at the offices of the Company. Nothing in this Section 3.14 shall
derogate from the obligation of the Company to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors and the failure
of the Company to provide access as provided in this Section 3.14 as a result of
such obligation shall not constitute a breach of this Section 3.14.
Section 3.15. Maintenance of Certain Servicing Policies. The Company shall
during the term of its service as servicer maintain in force (i) a policy or
policies of insurance covering errors and omissions in the performance of its
obligations as servicer hereunder and (ii) a fidelity bond in respect of its
officers, employees or agents. Each such policy or policies and bond shall,
together, comply with the requirements from time to time of FNMA for persons
performing servicing for mortgage loans purchased by such association.
Section 3.16. Optional Purchase of Defaulted Mortgage Loans. The Company
shall have the right, but not the obligation, to purchase any Defaulted Mortgage
Loan for a price equal to the Purchase Price therefor. Any such purchase shall
be accomplished as provided in Section 4.04(a) hereof.
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions. (a) On each Distribution Date, the Trustee
shall withdraw the Available Funds from the Certificate Account and shall make
distributions to Holders of the Certificates as of the preceding Record Date in
the following order of priority, to the extent of the remaining Available Funds:
(i) to each Class of Senior Certificates (other than any Class of
Principal Only Certificates) and the Class S Certificates, the Accrued
Certificate Interest thereon for such Distribution Date; provided, however,
that any shortfall in available amounts shall be allocated among such
Classes in proportion to the amount of Accrued Certificate Interest that
would otherwise be distributable thereto;
(ii) to each Class of Senior Certificates (other than any Class of
Principal Only Certificates) and the Class S Certificates, any related
Unpaid Class Interest Shortfall for such Distribution Date; provided,
however, that any shortfall in available amounts shall be allocated among
such Classes in proportion to the Unpaid Class Interest Shortfall for each
such Class on such Distribution Date;
(iii) to the Classes of Senior Certificates in reduction of the Class
Certificate Principal Balances thereof, as set forth in the Senior
Principal Priorities hereto; provided, however, that defined terms used in
the Senior Principal Priorities shall have the meanings assigned thereto in
Article I hereof;
(iv) to the Class PO Certificates, any Class PO Deferred Amount for
such Distribution Date, up to an amount not to exceed the Junior Optimal
Principal Amount for such Distribution Date, until the Class Certificate
Principal Balance of such Class has been reduced to zero; provided, that
any such amounts distributed to the Class PO Certificates pursuant to this
clause (iv) shall not reduce the Class Certificate Principal Balance
thereof;
(v) to the Class M Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(vi) to the Class M Certificates, any Unpaid Class Interest Shortfall
therefor on such Distribution Date;
(vii) to the Class M Certificates, in reduction of the Class
Certificate Principal Balance thereof, such Class's Allocable Share of the
Junior Optimal Principal Amount on such Distribution Date;
(viii) to the Class B1 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(ix) to the Class B1 Certificates, any Unpaid Class Interest Shortfall
therefor on such Distribution Date;
(x) to the Class B1 Certificates, in reduction of the Class
Certificate Principal Balance thereof, such Class's Allocable Share of the
Junior Optimal Principal Amount on such Distribution Date;
(xi) to the Class B2 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(xii) to the Class B2 Certificates, any Unpaid Class Interest
Shortfall therefor on such Distribution Date;
(xiii) to the Class B2 Certificates, in reduction of the Class
Certificate Principal Balance thereof, such Class's Allocable Share of the
Junior Optimal Principal Amount on such Distribution Date;
(xiv) to the Class B3 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(xv) to the Class B3 Certificates, any Unpaid Class Interest Shortfall
therefor on such Distribution Date;
(xvi) to the Class B3 Certificates, in reduction of the Class
Certificate Principal Balance thereof, such Class's Allocable Share of the
Junior Optimal Principal Amount on such Distribution Date;
(xvii) to the Class B4 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(xviii) to the Class B4 Certificates, any Unpaid Class Interest
Shortfall therefor on such Distribution Date;
(xix) to the Class B4 Certificates, in reduction of the Class
Certificate Principal Balance thereof, such Class's Allocable Share of the
Junior Optimal Principal Amount on such Distribution Date;
(xx) to the Class B5 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(xxi) to the Class B5 Certificates, any Unpaid Class Interest
Shortfall therefor on such Distribution Date; and
(xxii) to the Class B5 Certificates, in reduction of the Class
Certificate Principal Balance thereof, such Class's Allocable Share of the
Junior Optimal Principal Amount on such Distribution Date.
Notwithstanding the foregoing, amounts otherwise distributable pursuant to
clauses (vii), (x), (xiii), (xvi), (xix) and (xxii) on any Distribution Date
shall be reduced, in inverse order of priority, by any amount distributed
pursuant to clause (iv) on such date, such that such amount distributed pursuant
to clause (iv) on such date shall be applied first to reduce the amount
distributable pursuant to clause (xxii), and then, to the extent of any excess,
applied second, to reduce the amount distributable pursuant to clause (xix),
third, to reduce the amount distributable pursuant to clause (xvi), fourth, to
reduce the amount distributable pursuant to clause (xiii), fifth, to reduce the
amount distributable pursuant to clause (x) and sixth, to reduce the amount
distributable pursuant to clause (vii).
(b) On each Distribution Date, the Trustee shall distribute to the holder
of the Class R Certificate any remaining Available Funds for such Distribution
Date after application of all amounts described in clause (a) of this Section
4.01, together with any Unanticipated Recoveries received by the Company in the
calendar month preceding the month of such Distribution Date and not distributed
on such Distribution Date to the holders of outstanding Certificates of any
other Class pursuant to Section 4.01(f), plus any amounts distributable to the
holder of the Class R Certificate pursuant to Sections 4.01(e). Any
distributions pursuant to this clause (b) shall not reduce the Class Certificate
Principal Balance of the Class R Certificate.
(c) If on any Distribution Date the Class Certificate Principal Balances of
the Junior Certificates have each been reduced to zero, the amount distributable
to the Senior Certificates other than the Class PO Certificates pursuant to
Section 4.01(a)(iii) for such Distribution Date and each succeeding Distribution
Date shall be allocated among such Classes of Senior Certificates, pro rata, on
the basis of their respective Class Certificate Principal Balances immediately
prior to such Distribution Date, regardless of the priorities and amounts set
forth in Section 4.01(a)(iii).
(d) If on any Distribution Date (i) the Class Certificate Principal Balance
of the Class M Certificates or any Class of Class B Certificates for which the
related Prepayment Distribution Trigger was satisfied on such Distribution Date
is reduced to zero and (ii) amounts distributable pursuant to clauses (ii), (iv)
and (v) of the Junior Optimal Principal Amount remain undistributed on such
Distribution Date after all amounts otherwise distributable on such date
pursuant to clauses (iv) through (xxii) of Section 4.01(a) have been
distributed, such amounts shall be distributed on such Distribution Date to the
remaining Classes of Junior Certificates in order of priority, such that no such
distribution shall be made to any Class of Junior Certificates while a prior
such Class is outstanding.
(e) (i) On each Distribution Date prior to the Cross-Over Date,
distributions in reduction of the Class Certificate Principal Balances of any
Designated Retail Certificates will be made in accordance with the provisions of
Section 4.10.
With respect to any Class of Designated Retail Certificates, upon the
earlier of the Cross-Over Date and the next Distribution Date after the
Distribution Date on which the Class Certificate Principal Balance of such Class
of Designated Retail Certificates has been reduced to zero, (x) to the extent
the balance of funds remaining in the related Rounding Account is less than
$999.99, the balance in such Rounding Account shall be restored to $999.99 (or,
if less, the sum of such remaining balance and the amount so distributable) from
Available Funds otherwise available for distribution on all outstanding Classes
of Certificates and (y) such Rounding Account shall be cleared and terminated,
and the amounts therein shall be distributed to the Class R Certificates on such
date (which distribution shall not reduce the Class Certificate Principal
Balance thereof).
(ii) As provided in Section 4.10(f), notwithstanding any provisions
herein to the contrary, on the Cross-Over Date and on each subsequent
Distribution Date, distributions in reduction of the Class Certificate
Principal Balances of any Class of Designated Retail Certificates shall be
made on a pro rata basis among the outstanding Certificates of the
respective Class, based on the Percentage Interest in each such Class
represented by each Certificate. The Trustee shall notify the Depository
prior to the first Distribution Date on which distributions in respect of
principal on any Class of Designated Retail Certificates are to be made on
a pro rata basis in accordance with the preceding sentence. On the
Cross-Over Date and on each subsequent Distribution Date, the Trustee shall
not, and the Depository is not authorized to, make distributions or
payments in respect of any Class of Designated Retail Certificates in
accordance with any Principal Distribution Request or by Random Lot.
(f) In the event that in any calendar month the Company recovers an amount
(an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which
had previously been allocated as a Realized Loss to any Class of Certificates
pursuant to Section 4.03, on the Distribution Date in the next succeeding
calendar month the Trustee shall withdraw from the Certificate Account and
distribute to the holders of each outstanding Class to which such Realized Loss
had previously been allocated its share (determined as described in the
succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed
the amount of such Realized Loss previously allocated to such Class. When the
Class Certificate Principal Balance of a Class of Certificates has been reduced
to zero, the holders of such Class shall not be entitled to any share of an
Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among
all outstanding Classes of Certificates entitled thereto in accordance with the
preceding sentence, subject to the remainder of this subsection (f). In the
event that (i) any Unanticipated Recovery remains undistributed in accordance
with the preceding sentence or (ii) the amount of an Unanticipated Recovery
exceeds the amount of the Realized Loss previously allocated to any outstanding
Classes with respect to the related Mortgage Loan, on the applicable
Distribution Date the Trustee shall distribute to the holders of all outstanding
Classes of the related Certificates to which Realized Losses had previously been
allocated and not reimbursed their pro rata share (determined as described
below) of such excess in an amount not to exceed the aggregate amount of any
Realized Loss previously allocated to such Class with respect to any other
Mortgage Loan that has not been recovered in accordance with this subsection
(f). Any distributions made pursuant to this subsection (f) shall not reduce the
Class Certificate Principal Balance of the related Certificate.
For purposes of the preceding paragraph, the share of an Unanticipated
Recovery allocable to any Class of Certificates with respect to a Mortgage Loan
shall be (i) with respect to the Class PO Certificates, based on the applicable
PO Percentage of the principal portion of the Realized Loss previously allocated
thereto with respect to such Mortgage Loan (or all Mortgage Loans for purposes
of the next to last sentence of the preceding paragraph), and (ii) with respect
to any other Class of Certificates, based on its pro rata share (in proportion
to the Class Certificate Principal Balances thereof with respect to such
Distribution Date) of the applicable Non-PO Percentage of the principal portion
of any such Realized Loss previously allocated with respect to such Mortgage
Loan (or Loans); provided, however, that (i) the share of an Unanticipated
Recovery allocable to a Class PO Certificate with respect to any Mortgage Loan
(or Loans) shall be reduced by the aggregate amount previously distributed to
such Class on account of the applicable Class PO Deferred Amount in respect of
such Mortgage Loan (or Loans) and (ii) the amount by which the distributions to
the Class PO Certificates have been so reduced shall be distributed to the
Classes of Certificates described in clause (ii) of the preceding paragraph in
the same proportion as described in such clause (ii). For purposes of the
preceding sentence, any Class PO Deferred Amount distributed to a Class PO
Certificate on previous Distribution Dates shall be deemed to have been
allocated in respect of the Mortgage Loans as to which the applicable PO
Percentage of the principal portion of Realized Losses has previously been
allocated to such Class on a pro rata basis (based on the amount of Realized
Losses so allocated).
Section 4.02. Method of Distribution. (a) Except as set forth in Section
4.10 in respect of any Designated Retail Certificates, all distributions with
respect to each Class of Certificates on each Distribution Date shall be made
pro rata among the outstanding Certificates of such Class, based on the
Percentage Interest in such Class represented by each Certificate. Payments to
the Certificateholders on each Distribution Date will be made by the Trustee to
the Certificateholders of record on the related Record Date (other than as
provided in Section 9.01 respecting the final distribution) by check or money
order mailed to a Certificateholder at the address appearing in the Certificate
Register, or upon written request by such Certificateholder to the Trustee made
not later than the applicable Record Date, by wire transfer to a U.S. depository
institution acceptable to the Trustee, or by such other means of payment as such
Certificateholder and the Trustee shall agree.
(b) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, which shall credit the amount of such distribution to
the accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each Financial
Intermediary for which it acts as agent. Each Financial Intermediary shall be
responsible for disbursing funds to the Certificate Owners that it represents.
Except as otherwise provided in Section 4.10(g), the Depository shall be
responsible for the allocation of the aggregate amount of distributions in
reduction of the Class Certificate Principal Balances of any Class of Designated
Retail Certificates among the Depository Participants in accordance with Section
4.10, and each Depository Participant (and each respective Financial
Intermediary for which such Depository Participant acts as agent) shall be
responsible for the allocation of the amount allocated thereto among the related
Certificate Owners. All such credits and disbursements with respect to a
Book-Entry Certificate are to be made by the Depository and the Depository
Participants in accordance with the provisions of the applicable Certificates.
Neither the Trustee nor the Company shall have any responsibility therefor
except as otherwise provided by applicable law.
(c) The Trustee shall withhold or cause to be withheld such amounts as it
reasonably determines are required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders or Certificate Owners and any reductions to withholding by
virtue of any bilateral tax treaties and any applicable certification required
to be furnished by Certificateholders or Certificate Owners with respect
thereto) from distributions to be made to Non-U.S. Persons. If the Trustee
reasonably determines that a more accurate determination of the amount required
to be withheld for a distribution can be made within a reasonable period after
the scheduled date for such distribution, it may hold such distribution in trust
for a holder of a Residual Certificate until such determination can be made. For
the purposes of this paragraph, a "Non-U.S. Person" is (i) an individual other
than a citizen or resident of the United States, (ii) a partnership, corporation
or entity treated as a partnership or corporation for U.S. federal income tax
purposes not formed under the laws of the United States, any state thereof or
the District of Columbia (unless, in the case of a partnership, Treasury
regulations provide otherwise), (iii) any estate, the income of which is not
subject to U.S. federal income taxation, regardless of source, and (iv) any
trust, other than a trust that a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more U.S. Persons have the authority to control all substantial decisions of the
trust.
Section 4.03. Allocation of Losses. (a) On or prior to each Determination
Date, the Company shall determine the amount of any Realized Loss in respect of
each Mortgage Loan that occurred during the immediately preceding calendar
month.
(b) With respect to any Distribution Date, the principal portion of each
Realized Loss (other than any Excess Loss) shall be allocated as follows:
(i) the applicable PO Percentage of the principal portion of any such
Realized Loss shall be allocated to the Class PO Certificates until the
Class Certificate Principal Balance thereof has been reduced to zero; and
(ii) the applicable Non-PO Percentage of the principal portion of any
such Realized Loss shall be allocated in the following order of priority:
first, to the Class B5 Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero;
second, to the Class B4 Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero;
third, to the Class B3 Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero;
fourth, to the Class B2 Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero;
fifth, to the Class B1 Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero;
sixth, to the Class M Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero; and
seventh, to the Classes of Senior Certificates other than the
Class PO Certificates, pro rata, in accordance with their Class
Certificate Principal Balances; provided, that any such loss allocated
to any Class of Accrual Certificates (and any Accrual Component) shall
be allocated (subject to Section 4.03(d)) on the basis of the lesser
of (x) the Class Certificate Principal Balance (or Component Principal
Balance) thereof immediately prior to the applicable Distribution Date
and (y) the Class Certificate Principal Balance (or Component
Principal Balance) thereof on the Closing Date (as reduced by any
Realized Losses previously allocated thereto).
(c) With respect to any Distribution Date, the principal portion of any
Excess Loss (other than Excess Bankruptcy Losses attributable to Debt Service
Reductions) shall be allocated as follows: (1) the PO Percentage of any such
loss shall be allocated to the Class PO Certificates, and (2) the Non-PO
Percentage of any such loss shall be allocated to each Class of Certificates
other than the Class PO Certificates, pro rata, based on the respective Class
Certificate Principal Balances thereof; provided, that any such loss allocated
to any Class of Accrual Certificates (and any Accrual Component) shall be
allocated (subject to Section 4.03(d)) on the basis of the lesser of (x) the
Class Certificate Principal Balance (or Component Principal Balance) thereof
immediately prior to the applicable Distribution Date and (y) the Class
Certificate Principal Balance (or Component Principal Balance) thereof on the
Closing Date (as reduced by any Realized Losses previously allocated thereto).
(d) Any Realized Losses allocated to a Class of Certificates pursuant to
Section 4.03(b) or (c) shall be allocated among the Certificates of such Class
in proportion to their respective Certificate Principal Balances. In addition,
any Realized Losses allocated to any Class of Component Certificates on a
Distribution Date shall be allocated in reduction of the Component Principal
Balances of the related Components (other than any Notional Component) in
proportion to their respective Component Principal Balances immediately prior to
such Distribution Date. Any allocation of Realized Losses pursuant to this
paragraph (d) shall be accomplished by reducing the Certificate Principal
Balance (or, in the case of any Component, the Component Principal Balance) of
the related Certificates (or Components) on the related Distribution Date in
accordance with Section 4.03(e).
(e) Realized Losses allocated in accordance with this Section 4.03 shall be
allocated on the Distribution Date in the month following the month in which
such loss was incurred and, in the case of the principal portion thereof, after
giving effect to distributions made on such Distribution Date, except that the
aggregate amount of Realized Losses to be allocated to the Class PO Certificates
on such Distribution Date will be taken into account in determining
distributions in respect of any Class PO Deferred Amount for such date.
(f) On each Distribution Date, the Company shall determine the Subordinate
Certificate Writedown Amount, if any. Any such Subordinate Certificate Writedown
Amount shall effect, without duplication of any other provision in this Section
4.03 that provides for a reduction in the Certificate Principal Balance of the
Subordinate Certificates, a corresponding reduction in the Certificate Principal
Balance of the Subordinate Certificates, which reduction shall occur on such
Distribution Date after giving effect to distributions made on such Distribution
Date.
(g) Notwithstanding the foregoing, no such allocation of any Realized Loss
shall be made on a Distribution Date to a Class of Certificates to the extent
that such allocation would result in the reduction of the aggregate Certificate
Principal Balances of all the Certificates as of such Distribution Date, after
giving effect to all distributions and prior allocations of Realized Losses on
such date, to an amount less than the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the first day of the month of such Distribution Date,
less any Deficient Valuations occurring on or prior to the Bankruptcy Coverage
Termination Date (such limitation, the "Loss Allocation Limitation").
Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans. (a)
The Company shall be required to make Monthly Advances in the manner and to the
extent provided herein. Prior to the close of business on each Determination
Date, the Company shall determine (i) the amount of the Monthly Advance which it
is required to make on the related Distribution Date and (ii) whether it has
elected to purchase any Defaulted Mortgage Loan or Loans on such Distribution
Date. If the Company so elects to purchase any Defaulted Mortgage Loans (or is
required to purchase any Mortgage Loan pursuant to Section 2.02 or 2.03(a)), no
Monthly Advance shall be required with respect thereto for the month in which
such purchase occurs. The Company shall include information as to each of such
determinations in the Servicer's Certificate furnished by it to the Trustee in
accordance with Section 4.06 and shall be obligated to transfer to the
Certificate Account pursuant to Section 3.02(d) on or before 11:00 a.m. New York
time on the Business Day next preceding the following Distribution Date in
next-day funds the respective amounts applicable to such determinations
appearing in such Servicer's Certificate. Upon receipt by the Trustee of written
notification signed by a Servicing Officer of any such deposit relating to the
purchase by the Company of such a Mortgage Loan, the Trustee shall release to
the Company the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the Company any Mortgage Loan released pursuant hereto.
(b) In the event that the Company transfers or expects to transfer less
than the Available Funds required to be deposited by it pursuant to Section
3.02(d), the Company shall so notify the Trustee no later than 9:00 a.m. on the
Business Day preceding the related Distribution Date, and the amount so
transferred, if any, shall be deemed to have been transferred first pursuant to
clause (i) of the definition of Available Funds, second pursuant to clause (iii)
of the definition of Available Funds, and third pursuant to clause (ii) of the
definition of Available Funds. Such notice shall specify each Mortgage Loan
delinquent as of the preceding Determination Date. In such event, the Trustee
shall make any Monthly Advance required to be made hereunder, in the manner and
to the extent required; provided, the Trustee shall not be so obligated if
prohibited by applicable law.
(c) In the event that the Company is succeeded hereunder as servicer, the
obligation to make Monthly Advances in the manner and to the extent required by
Section 4.04(a) shall be assumed by the successor servicer (subject to Section
7.02).
Section 4.05. Statements to Certificateholders. Each month, at least two
Business Days prior to each Distribution Date, the Company shall deliver to the
Trustee a statement (each, a "Distribution Date Statement") substantially in the
form of Exhibit J hereto. On the first two Distribution Dates immediately
following the Closing Date, the Trustee shall mail to each Certificateholder the
related Distribution Date Statement. Beginning on the second (or on any
succeeding) Distribution Date immediately following the Closing Date, the
Trustee may provide a notice that future Distribution Date Statements shall be
made available on the Trustee's website maintained on the internet; such notice
shall (a) specify the Trustee's website address, and (b) provide for any
Certificateholder to request any future Distribution Date Statement(s) to be
mailed to such requesting Certificateholder. If on the third (or on any
succeeding) Distribution Date immediately following the Closing Date the Trustee
elects to make available such Distribution Date Statements on the Trustee's
website maintained on the internet, on each Distribution Date the Trustee shall
(y) make such Distribution Date Statements available on the Trustee's website,
and (z) mail the applicable Distribution Date Statement to any such
Certificateholder who so requests or has previously so requested. In addition,
the Trustee shall promptly notify the Certificateholders of any changes in the
internet address of the Trustee's website. If on any Distribution Date the
Trustee is unable to make or otherwise determines not to make the applicable
Distribution Date Statement available on the Trustee's website, then the Trustee
shall mail such Distribution Date Statement to each Certificateholder on such
Distribution Date. Each Distribution Date Statement shall set forth:
(i) The amount of such distribution to the Certificateholders of each
Class (and in respect of any Component), other than any Notional
Certificates (and any Notional Component), allocable to principal,
separately identifying the aggregate amount of any Principal Prepayments
included therein (including, for this purpose, the Scheduled Principal
Balances of all Defaulted Mortgage Loans and Defective Mortgage Loans
purchased pursuant to Section 2.02, 2.03(b) or 3.16, respectively, and any
amounts deposited pursuant to Section 2.03(b) in connection with the
substitution of any Mortgage Loans pursuant to Section 2.02 or 2.03(a), the
proceeds of which purchases or substitutions are being distributed on such
Distribution Date);
(ii) The amount of such distribution to the Certificateholders of each
Class (other than any Class of Principal Only Certificates) allocable to
interest, including any Accrual Amount added to the Class Certificate
Principal Balance or Component Principal Balance of any Class of Accrual
Certificates or any Accrual Components;
(iii) The amount of servicing compensation paid to the Company during
the month preceding the month of distribution in respect of the Mortgage
Loans and such other customary information as the Company deems necessary
or desirable to enable Certificateholders to prepare their tax returns;
(iv) The Pool Scheduled Principal Balance and the aggregate number of
the Mortgage Loans on the preceding Due Date after giving effect to all
distributions allocable to principal made on such Distribution Date;
(v) The Class Certificate Principal Balance (or Notional Principal
Balance) of each Class, the Component Principal Balance of each Component
and the Certificate Principal Balance (or Notional Principal Balance) of a
Single Certificate of each Class after giving effect to (i) all
distributions allocable to principal (or reductions in the Notional
Principal Balance, in the case of the Notional Certificates, or the
addition of any Accrual Amount, in the case of any Class of Accrual
Certificates) made on such Distribution Date and (ii) the allocation of any
Realized Losses and any Subordinate Certificate Writedown Amount for such
Distribution Date;
(vi) The Pay-out Rate applicable to each Class of Certificates;
(vii) The book value and unpaid principal balance of any real estate
acquired on behalf of Certificateholders through foreclosure, or grant of a
deed in lieu of foreclosure or otherwise, of any REO Mortgage Loan, and the
number of the related Mortgage Loans;
(viii) The aggregate Scheduled Principal Balances and number of
Mortgage Loans which, as of the close of business on the last day of the
month preceding the related Distribution Date, were (a) delinquent as to a
total of (x) 30-59 days, (y) 60-89 days and (z) 90 days or more, and (b) in
foreclosure;
(ix) The Scheduled Principal Balance of any Mortgage Loan replaced
pursuant to Section 2.03(b);
(x) The Certificate Interest Rates of any LIBOR Certificates, any COFI
Certificates and the Class S Certificates applicable to the Interest
Accrual Period relating to such Distribution Date and such Class;
(xi) The Senior Percentage and the Junior Percentage for such
Distribution Date;
(xii) The Senior Prepayment Percentage and the Junior Prepayment
Percentage for such Distribution Date; and
(xiii) The amount of such distribution to the Certificateholders of
each Class allocable to Unanticipated Recoveries.
In the case of information furnished pursuant to clauses (i) through (iii)
above, the amounts shall be expressed as a dollar amount per Single Certificate.
In connection with any proposed transfer of a Certificate that is purported
to be made in reliance on Rule 144A under the Securities Act, the Company shall
be responsible for furnishing such information as may be required thereunder to
a proposed transferee. In furtherance of the Company's obligations hereunder,
the Company hereby instructs the Trustee, at the Company's expense and on its
behalf, and the Trustee agrees, to promptly make available to the proposed
transferee, upon request of the holder, (i) all statements furnished or made
available to Certificateholders pursuant to this Section 4.05 on previous
Distribution Dates, (ii) all certificates furnished to the Trustee pursuant to
Section 4.06 in prior months, (iii) Officer's Certificates furnished to the
Trustee pursuant to Section 3.12 for the two years preceding such request, (iv)
reports of independent accountants furnished to the Trustee pursuant to Section
3.13 for the two years preceding such request, (v) a copy of the Private
Placement Memorandum relating to such Certificate, together with any amendments
or supplements thereto issued by the Company, which may be accompanied by a
legend to the effect that the information contained in the Private Placement
Memorandum and any amendment or supplement thereto is current only as of its
date and the delivery thereof does not create an implication that such
information is correct as of any subsequent date of delivery (it being
understood that the Company has no obligation hereunder to update or supplement
the Private Placement Memorandum unless otherwise required pursuant to Rule
144A(d)(4)) (which copy and legend shall be furnished to the Trustee by the
Company), and (vi) the Company's Current Report on Form 8-K, dated the Closing
Date, relating to the Mortgage Loans; provided, however, that the Trustee shall
in no event be required to make available such statements or certificates
pursuant to clauses (i) and (ii) above relating to Distribution Dates occurring
more than twenty-four months preceding the month in which such request was
received; provided, further, however, that notwithstanding the Trustee's
agreement as aforesaid to provide such materials to a proposed transferee, the
Trustee does not assume, and shall not thereby be deemed to have assumed, any
responsibility for compliance by the Company with Rule 144A (subject to the
Trustee's agreement set forth in the second sentence of this paragraph) and
shall be entitled to include a notice with such statements or certificates to
the effect that such materials have not been prepared or assembled by the
Trustee and that the Trustee assumes no responsibility for the adequacy,
sufficiency or contents thereof. In connection with any such proposed transfer,
the Company shall make available to the proposed holder, at the request of the
related transferor, such additional information, if any, as may be required to
be delivered pursuant to Rule 144A(d)(4).
Section 4.06. Servicer's Certificate. Each month, not later than the second
Business Day next preceding each Distribution Date, the Company shall deliver to
the Trustee a completed Servicer's Certificate.
Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged
Property. The Trustee (or the Company on behalf of the Trustee) shall, in each
year beginning after 1999, make the reports of foreclosures and abandonments of
any Mortgaged Property as required by section 6050J of the Code. In order to
facilitate this reporting process, the Company, on or before January 15th of
each year, shall provide to the Trustee reports relating to each instance
occurring during the previous calendar year in which the Company (i) on behalf
of the Trustee acquires an interest in a Mortgaged Property through foreclosure
or other comparable conversion in full or partial satisfaction of a Mortgage
Loan, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Company shall be in form and substance sufficient to
meet the reporting requirements imposed by section 6050J of the Code.
Section 4.08. Reduction of Servicing Fees by Compensating Interest
Payments. The aggregate amount of the Servicing Fees subject to retention by the
Company as servicer in respect of any Distribution Date shall be reduced by the
amount of any Compensating Interest Payment for such Distribution Date.
Section 4.09. Surety Bond. (a) If a Required Surety Payment is payable
pursuant to the Surety Bond with respect to any Pledged Asset Mortgage Loan, the
Company shall so notify the Trustee as soon as reasonably practicable and shall,
on behalf of the Trustee for the benefit of the Certificateholders, promptly
complete the notice in the form of Attachment 1 to the Surety Bond and shall
promptly submit such notice to the Surety as a claim for a Required Surety
Payment.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf of
the Certificateholders, the Company shall promptly credit such amount to the
Mortgage Loan Payment Record.
Section 4.10. Distributions to Holders of Designated Retail Certificates.
(a) Except as provided in subsections (d) and (f) below, on each Distribution
Date on which distributions in reduction of the Class Certificate Principal
Balance of a Class of Designated Retail Certificates are made, such
distributions will be made in the following order of priority:
(i) first, in respect of any Principal Distribution Request by the
personal representative of a Deceased Holder of such Class of Certificates,
a surviving tenant by the entirety, a surviving joint tenant, a surviving
tenant in common or such other Person empowered to act on behalf of such
Deceased Holder upon his or her death, in an amount up to but not exceeding
$100,000 per request; and
(ii) second, in respect of any Principal Distribution Request by a
Living Holder of such Class of Certificates, in an amount up to but not
exceeding $10,000 per request.
Thereafter, distributions in respect of such Class submitted on behalf of
each Deceased Holder will be made as provided in clause (i) above up to a second
$100,000 per request and distributions in respect of such Class submitted on
behalf of each Living Holder will be made as provided in clause (ii) above up to
a second $10,000 per request. This sequence of priorities will be repeated until
all such requests have been honored to the extent of amounts available for
distribution in reduction of the Class Certificate Principal Balance of such
Class of Designated Retail Certificates.
Principal Distribution Requests presented on behalf of Deceased Holders in
accordance with the provisions of clause (i) above will be accepted in the order
of their receipt by the Depository. Principal Distribution Requests presented in
accordance with the provisions of clause (ii) above will be accepted in the
order of their receipt by the Depository after all requests presented in
accordance with clause (i) have been honored. All Principal Distribution
Requests with respect to any Distribution Date shall be made in accordance with
Section 4.10(c) below and must be received by the Depository no later than the
close of business on the related Record Date. Principal Distribution Requests
that are received by the Depository after the related Record Date and requests,
in either case, for distributions timely received but not accepted with respect
to any Distribution Date, will be treated as Principal Distribution Requests on
the next succeeding Distribution Date, and each succeeding Distribution Date
thereafter, until each such request is accepted or is withdrawn as provided in
Section 4.10(c). Requests on behalf of Deceased Holders that are not so
withdrawn shall retain their order of priority, all in accordance with the
procedures of the Depository and the Trustee. Upon the transfer of beneficial
ownership of any Designated Retail Certificate, any Principal Distribution
Request previously submitted with respect to such Certificate will be deemed to
have been withdrawn only upon the receipt by the Trustee of notification of such
withdrawal using a form required by the Depository.
Principal Distribution Requests for a Class of Designated Retail
Certificates will be applied, in the aggregate, in an amount equal to the
portion of the Available Funds distributable to such Class of Certificates
pursuant to Section 4.01(a), plus any amounts available for distribution from
the related Rounding Account pursuant to Section 4.10(e), provided that the
aggregate distribution in reduction of the Class Certificate Principal Balance
of any Class of Designated Retail Certificates on any Distribution Date shall be
made in an integral multiple of $1,000, subject to Section 4.10(f).
(b) A "Deceased Holder" is a beneficial owner of a Designated Retail
Certificate who was living at the time such interest was acquired and whose
authorized personal representative, surviving tenant by the entirety, surviving
joint tenant or surviving tenant in common or other Person empowered to act on
behalf of such beneficial owner upon his or her death, causes to be furnished to
the Trustee a certified copy of the death certificate of such Deceased Holder,
evidence of such person's status as an authorized representative of the Deceased
Holder, such as surviving tenant (whether by the entirety, joint tenancy or
tenancy in common), which evidence shall be satisfactory to the Trustee, and any
additional evidence of death required by and satisfactory to the Trustee and any
tax waivers requested by the Trustee. Designated Retail Certificates
beneficially owned by tenants by the entirety, joint tenants or tenants in
common will be considered to be beneficially owned by a single owner. The death
of a tenant by the entirety, joint tenant or tenant in common will be deemed to
be the death of the beneficial owner, and any Designated Retail Certificates so
beneficially owned will be eligible for priority with respect to distributions
in reduction of the Class Certificate Principal Balance of such Class of
Certificates, subject to the limitations contained in this Section 4.10.
Designated Retail Certificates beneficially owned by a trust will be considered
to be beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be beneficial owners of a number of
individual Designated Retail Certificates greater than the number of individual
Designated Retail Certificates of which such trust is the beneficial owner. The
death of a beneficiary of a trust will be deemed to be the death of a beneficial
owner of the Designated Retail Certificates beneficially owned by the trust to
the extent of such beneficiary's beneficial interest in such trust. The death of
an individual who was a tenant by the entirety, joint tenant or tenant in common
in a tenancy that is the beneficiary of a trust will be deemed to be the death
of the beneficiary of the trust. The death of a person who, immediately prior to
his or her death, was entitled to substantially all of the beneficial ownership
interest in a Designated Retail Certificate will be deemed to be the death of
the beneficial owner of such Certificate regardless of the registration of
ownership of such Certificate, if such beneficial ownership interest can be
established to the satisfaction of the Trustee. The Trustee's decision regarding
whether a Deceased Holder's beneficial interest is substantial for purposes of
the preceding sentence shall be conclusive and binding. Such beneficial interest
will be deemed to exist in typical cases of street name or nominee ownership,
ownership by a trustee, ownership under the Uniform Gifts to Minors Act and
community property or other joint ownership arrangements between a husband and
wife. Beneficial interests shall include the power to sell, transfer or
otherwise dispose of a Designated Retail Certificate, and the right to receive
the proceeds therefrom, as well as interest and distributions in reduction of
the Certificate Principal Balance of such Certificates payable with respect
thereto. The Trustee shall not be under any duty to determine independently the
occurrence of the death of any beneficial owner. The Trustee may rely entirely
upon documentation delivered to it in establishing the eligibility of any
beneficial owner to receive the priority accorded Deceased Holders in Section
4.10(a). Expenses incurred by the Trustee in an effort to determine the
beneficial ownership interest with respect to any Principal Distribution Request
presented on behalf of a Deceased Holder, including, without limitation,
attorneys fees, shall be paid by the Person presenting such Principal
Distribution Request.
(c) Requests for distributions in reduction of the Certificate Principal
Balance of a Class of Designated Retail Certificate must be made by delivering a
Principal Distribution Request therefor to the Depository Participant or
Financial Intermediary that maintains the account evidencing the beneficial
owner's interest in such Certificate. Such Depository Participant or Financial
Intermediary should in turn make the request of the Depository (or, in the case
of an Financial Intermediary, such Financial Intermediary should notify the
related Depository Participant of such request, which Depository Participant
should make the request of the Depository) on a form required by the Depository
and provided to the Depository Participant. In the case of a request on behalf
of a Deceased Holder, a certified copy of the death certificate and any
additional appropriate evidence of death and any tax waivers must be forwarded
to the Trustee under separate cover. Any such requests of Deceased Holders that
are incomplete may not be honored by the Trustee and, if not honored, will lose
their priority and must be resubmitted in proper form. Upon receipt of such
Principal Distribution Request, the Depository will date and time stamp such
request and forward such request to the Trustee. Such requests will be honored
on any Distribution Date only to the extent that they are received by the
Depository on or before the Record Date for such Distribution Date. The
Depository may establish such procedures as it deems fair and equitable to
establish the order of receipt of requests for such distributions received by it
on the same day. Principal Distribution Requests delivered to the Depository
after the Record Date for a particular Distribution Date and requests received
in a timely manner but not accepted with respect to a particular Distribution
Date will be treated as Principal Distribution Requests for the next succeeding
Distribution Date and each succeeding Distribution Date thereafter until each
request is accepted or is withdrawn as provided below. In the case of Principal
Distribution Requests on behalf of Living Holders, the Depository will establish
a new order of priority for each Distribution Date. This order will apply both
to previously unsatisfied Principal Distribution Requests and to newly submitted
requests. A Principal Distribution Request submitted on behalf of a Living
Holder who later dies will become entitled to the priority of a newly submitted
request on behalf of a Deceased Holder upon satisfaction of the requirements set
forth above for requests of a Deceased Holder. Such priority will be effective
for each subsequent Distribution Date if the Trustee has received a certified
copy of the death certificate for such Deceased Holder and any additional
appropriate evidence of death and any requested tax waivers by the last business
day of the preceding calendar month. Each Principal Distribution Request
submitted by a beneficial owner of a Designated Retail Certificate will be held
by the Depository until such request has been accepted or has been withdrawn in
writing as provided herein. Neither the Trustee nor the Company shall be liable
for any delay in delivery of Principal Distribution Requests or Withdrawals (as
defined below) of such requests by the Depository, a Depository Participant or
any Financial Intermediary.
In the event that any Principal Distribution Requests are rejected by the
Trustee for failure to comply with the requirements of this Section 4.10, the
Trustee shall return such requests to the appropriate Depository Participant
with a copy to the Depository with an explanation as to the reason for such
rejection.
The Trustee shall maintain a list of those Depository Participants
representing the Certificate Owners of Designated Retail Certificates that have
submitted Principal Distribution Requests, together with the order of receipt
and the amounts of such requests. The Trustee shall notify the Depository and
the appropriate Depository Participants as to which requests should be honored
on each Distribution Date. Requests shall be honored by the Depository in
accordance with the procedures, and subject to the priorities and limitations,
described in this Section 4.10. The exact procedures to be followed by the
Trustee and the Depository for purposes of determining such priorities and
limitations shall be those established from time to time by the Trustee or the
Depository, as the case may be. The decisions of the Trustee and the Depository
concerning such matters shall be final and binding on all affected Persons.
Any beneficial owner of a Designated Retail Certificate that has made a
Principal Distribution Request may withdraw its request by so notifying in
writing the Depository Participant or Financial Intermediary that maintains such
beneficial owner's account (each such withdrawal, a "Withdrawal"). The
Depository Participant should forward the Withdrawal to the Depository on a form
required by the Depository. In the event that such account is maintained by a
Financial Intermediary, such Financial Intermediary should notify the related
Depository Participant which in turn should forward the Withdrawal of such
request, on a form required by the Depository, to the Depository. If such
Withdrawal has not been received by the Depository and forwarded to the Trustee
on or before the Record Date for the next Distribution Date, the previously made
Principal Distribution Request will be irrevocable with respect to the making of
distributions in reduction of the Certificate Principal Balance of such
Designated Retail Certificate on such Distribution Date.
(d) To the extent, if any, that amounts available for distribution in
reduction of the Class Certificate Principal Balance of a Class of Designated
Retail Certificates on a Distribution Date pursuant to Section 4.01(a) exceed
the dollar amount of Principal Distribution Requests that have been received in
respect of such Class by the related Record Date, as provided in Section 4.10(c)
above, distributions in reduction of the Class Certificate Principal Balance of
such Class of Certificates will be made by mandatory distributions on a Random
Lot basis, in integral multiples equal to $1,000, in reduction thereof without
regard to whether such Certificate Owners have submitted Principal Distribution
Requests. The Trustee shall notify the Depository of the aggregate amount of the
mandatory distribution by Random Lot in reduction of the Class Certificate
Principal Balance of such Designated Retail Certificates to be made on the next
Distribution Date. The Depository shall then allocate such aggregate amount
among its Depository Participants on a Random Lot basis. Each Depository
Participant and, in turn, each Financial Intermediary, will then select, in
accordance with its own procedures, Designated Retail Certificates of such Class
from among those held in its accounts to receive mandatory distributions in
reduction of the Class Certificate Principal Balance of such Certificates, such
that the total amount so selected is equal to the aggregate amount of such
mandatory distributions allocated to such Depository Participant by the
Depository and to such Financial Intermediary by its related Depository
Participant, as the case may be. Depository Participants and Financial
Intermediaries that hold a Class of Designated Retail Certificates selected for
mandatory distributions in reduction of the Class Certificate Principal Balance
thereof should provide notice of such mandatory distributions to the affected
Certificate Owners.
(e) On the Closing Date, a separate Rounding Account shall be established
with the Trustee for each Class of Designated Retail Certificates and the
Rounding Account Depositor for such Rounding Account shall cause to be initially
deposited the sum of $999.99 in each such Rounding Account. On each Distribution
Date on which a distribution is to be made in reduction of the Class Certificate
Principal Balance of a Class of Designated Retail Certificates pursuant to
Section 4.01(a), funds on deposit in the related Rounding Account shall be, to
the extent needed, withdrawn by the Trustee and applied to round upward to an
integral multiple of $1,000 the aggregate distribution in reduction of the Class
Certificate Principal Balance to be made on such Class of Certificates. Rounding
of such distribution on such Class of Designated Retail Certificates shall be
accomplished, on the first such Distribution Date, by withdrawing from the
related Rounding Account the amount of funds, if any, needed to round the amount
otherwise available for such distribution in reduction of the Class Certificate
Principal Balance of such Certificates upward to the next integral multiple of
$1,000. On each succeeding Distribution Date on which distributions in reduction
of the Class Certificate Principal Balance of such Class of Designated Retail
Certificates are to be made pursuant to Section 4.01(a), the aggregate amount of
such distributions allocable to such Certificates shall be applied first to
repay any funds withdrawn from the related Rounding Account and not previously
repaid, and then the remainder of such allocable amount, if any, shall be
similarly rounded upward to the next integral multiple of $1,000 and applied as
distributions in reduction of the Class Certificate Principal Balance of the
related Class of Certificates; this process shall continue on succeeding
principal Distribution Dates prior to the Cross-Over Date until the Class
Certificate Principal Balance of each such Class of Certificates has been
reduced to zero. Each Rounding Account shall be maintained as a non-interest
bearing account; the Rounding Accounts shall not be an asset of the Trust Fund,
but shall be an asset in the REMIC. On the earlier of (1) the Cross-Over Date
and (2) the first Distribution Date after the Class Certificate Principal
Balance of any Class of Designated Retail Certificates has been reduced to zero,
any remaining amounts in the related Rounding Account shall be distributed to
the Class R Certificate.
(f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date coinciding with or after the Cross-Over Date, all
distributions in reduction of the Class Certificate Principal Balance of any
Class of Designated Retail Certificates will be made among the Holders and
Certificate Owners of such Class of Certificates, pro rata, based on their
Certificate Principal Balances, and will not be made in integral multiples of
$1,000 or pursuant to requested distributions or mandatory distributions by
Random Lot.
(g) In the event that Definitive Certificates representing any Class of
Designated Retail Certificates are issued pursuant to Section 5.02(f), all
requests for distributions or withdrawals of such requests relating to such
Class must be submitted to the Trustee, and the Trustee shall perform the
functions described in Section 4.10(a) through (d) using its own procedures,
which procedures shall, to the extent practicable, be consistent with the
procedures described in Section 4.10(a) through (d).
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates. (a) The Certificates shall be substantially
in the forms set forth in Exhibit A hereto, as applicable, and shall, on
original issue, be executed by the Trustee, not in its individual capacity but
solely as Trustee, and countersigned and delivered by the Trustee to or upon the
order of the Company as provided in Article II.
(b) The Certificates shall be issued in an aggregate Initial Certificate
Principal Balance of $151,405,228.60. Such aggregate original principal balance
shall be divided among the Classes having the designations, Class Certificate
Principal Balances, Certificate Interest Rates and minimum denominations as
follows:
Initial Class
Certificate Certificate
Principal Interest Minimum
Designation Balance Rate Denominations
----------- ------------- ----------- -------------
Class A 147,370,000.00 6.50% $25,000
Class PO 1,006,172.13 0.00% (1)
Class M 1,211,000.00 6.50% 100,000
Class B1 454,000.00 6.50% 100,000
Class B2 454,000.00 6.50% 100,000
Class B3 454,000.00 6.50% (1)
Class B4 228,000.00 6.50% (1)
Class B5 227,956.47 6.50% (1)
Class S (2) (2) (3)
Class R 100.00 6.50% 100
-------------------
(1) This Class of Certificates will be issued as a single Certificate
evidencing the entire Class Certificate Principal Balance of such
Class.
(2) The Class S Certificates are issued with an initial Notional Principal
Balance of $108,120,968.69 and shall bear interest at the Strip Rate.
(3) The Class S Certificates will be issued in minimum denominations of
Notional Principal Balance of $25,000,000.
(c) The Certificates shall be issuable in registered form only. The
Book-Entry Certificates will be evidenced by one or more certificates,
beneficial ownership of which will be held in the minimum dollar denominations
in Certificate Principal Balance or Notional Principal Balance, as applicable,
specified in Section 5.01(b), and integral multiples of $1,000 in excess
thereof. The Non-Book-Entry Certificates other than the Residual Certificate
shall each be issued in the minimum dollar denominations in Certificate
Principal Balance or Notional Principal Balance, as applicable, specified in
Section 5.01(b), and integral multiples of $1,000 in excess thereof (and, if
necessary, in the amount of the remaining Class Certificate Principal Balance or
Notional Principal Balance, as applicable, of each Class, in the case of one
Certificate of such Class). The Residual Certificate shall be issued as a single
certificate evidencing the entire Class Certificate Principal Balance of such
Class and having a Percentage Interest of 100%. If necessary, one Certificate of
each Class of Book-Entry Certificates may evidence an additional amount equal to
the remainder of the Class Certificate Principal Balance of such Class.
(d) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer under its seal, which may be in
facsimile form and be imprinted or otherwise reproduced thereon. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificate. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless such Certificate shall have been manually countersigned
by the Trustee substantially in the forms set forth in Exhibit A hereto, and
such countersignature upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates issued on the Closing Date shall be dated the
Closing Date; all Certificates issued thereafter shall be dated the date of
their countersignature.
(e) The Strip Rate for each Interest Accrual Period shall be determined by
the Company and included in the Servicer's Certificate for the related
Distribution Date.
Section 5.02. Registration of Transfer and Exchange of Certificates. (a)
The Trustee shall cause to be kept at an office or agency in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
New York a Certificate Register in which, subject to such reasonable regulations
as it may prescribe, the Trustee shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee shall initially serve as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided.
Subject to Sections 5.02(b) and 5.02(c), upon surrender for registration of
transfer of any Certificate at the Corporate Trust Office, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class in authorized
denominations of a like Percentage Interest.
At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of authorized denominations of a like Class and Percentage
Interest, upon surrender of the Certificates to be exchanged at any such office
or agency. Whenever any Certificates are so surrendered for exchange the Trustee
shall execute, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder thereof or his
attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
All Certificates surrendered for registration of transfer and exchange
shall be canceled and subsequently destroyed by the Trustee and a certificate of
destruction shall be delivered by the Trustee to the Company.
(b) No legal or beneficial interest in all or any portion of the Residual
Certificates may be transferred directly or indirectly to (i) a Disqualified
Organization or an agent of a Disqualified Organization (including a broker,
nominee, or middleman), (ii) an entity that holds REMIC residual securities as
nominee to facilitate the clearance and settlement of such securities through
electronic book-entry changes in accounts of participating organizations (a
"Book-Entry Nominee"), or (iii) an individual, corporation, partnership or other
person unless such transferee (A) is not a Non-U.S. Person or (B) is a Non-U.S.
Person that holds a Residual Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or (C) is a
Non-U.S. Person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of a Residual Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of a
Residual Certificate will not be disregarded for federal income tax purposes
(any such person who is not covered by clause (A), (B) or (C) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trustee shall not execute, and
shall not authenticate and deliver, a Residual Certificate in connection with
any transfer thereof unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit F hereto, signed by the
transferee, to the effect that the transferee is not such a Disqualified
Organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, a Book-Entry Nominee or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Residual Certificates to Disqualified
Organizations, Book-Entry Nominees or Non-permitted Foreign Holders, and an
agreement by the Transferee that it will not transfer a Residual Certificate
without providing to the Trustee an affidavit substantially in the form attached
as Exhibit F hereto and a letter substantially in the form attached as Exhibit G
hereto. Such affidavit shall also contain the statement of the transferee that
(i) it does not have the intention to impede the assessment or collection of any
federal, state or local taxes legally required to be paid with respect to the
Residual Certificates and (ii) it understands that it may incur tax liabilities
in excess of cash flows generated by a Residual Certificate and that it intends
to pay taxes associated with holding a Residual Certificate as they become due.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Residual Certificates, shall be
accompanied by a written statement in the form attached as Exhibit G hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has (i) no actual knowledge that the transferee is a Disqualified
Organization, Book-Entry Nominee or Non-permitted Foreign Holder, (ii) no reason
to believe that the transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate, and (iii) conducted a reasonable
investigation and found that the transferee had historically paid its debts as
they came due and found no significant evidence to indicate that the transferee
will not continue to pay its debts as they become due. The Residual Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Company that any legal or beneficial interest in any
portion of the Residual Certificates has been transferred, directly or
indirectly, to a Disqualified Organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Residual Certificate in constructive
trust for the last transferor who was not a Disqualified Organization or agent
thereof, and such transferor shall be restored as the owner of such Residual
Certificate as completely as if such transfer had never occurred, provided that
the Company may, but is not required to, recover any distributions made to such
transferee with respect to the Residual Certificate and return such recovery to
the transferor, and (ii) the Company agrees to furnish to the Internal Revenue
Service and to any transferor of the Residual Certificate or such agent (within
60 days of the request therefor by the transferor or agent) such information
necessary to the application of section 860E(e) of the Code as may be required
by the Code, including but not limited to the present value of the total
anticipated excess inclusions with respect to the Residual Certificate (or
portion thereof) for periods after such transfer. At the election of the
Company, the cost to the Company of computing and furnishing such information
may be charged to the transferor or such agent referred to above; however, the
Company shall in no event be excused from furnishing such information.
The restrictions on transfers of the Residual Certificates set forth in the
preceding three paragraphs shall cease to apply to transfers (and the applicable
portions of the legend to the Residual Certificates may be deleted) after
delivery to the Trustee of an Opinion of Counsel to the effect that the
elimination of such restrictions will not cause the REMIC established hereunder
to fail to qualify as a REMIC at any time that the Certificates are outstanding.
No transfer of a Restricted Certificate shall be made unless such transfer
is made pursuant to an effective registration statement under the Securities Act
of 1933, as amended (the "Act"), and any applicable state securities laws, in
each case as evidenced by an Officer's Certificate, or is exempt from the
registration requirements of the Act and any applicable state securities laws.
In the event of such registration, any restrictive legends set forth in the form
of the relevant Restricted Certificate in Exhibit A hereto with respect to the
Act and state securities law restrictions shall be removed by the Trustee upon
request of the Holder thereof and automatically upon exchange or registration of
transfer thereof. As a condition to any transfer that is to be made in reliance
upon an exemption from the Act and such laws of a (i) Class PO or Class S
Certificate or (ii) Restricted Junior Certificate to any person other than a QIB
(as certified by the proposed transferee in the form of assignment attached to
the related Certificate), either (x) the Trustee shall require the transferee to
execute an investment letter in the form substantially as set forth in Exhibit I
hereto or in such other form as may be acceptable to the Trustee, certifying as
to the facts surrounding such transfer, or (y) in lieu of such investment
letter, the Trustee may accept a written Opinion of Counsel (in form and
substance acceptable to the Trustee) that such proposed transfer may be made
pursuant to an exemption from the Act. As an additional condition to any
transfer of a Restricted Certificate, either (i) the transferor and the
transferee shall complete the form of assignment attached to the Certificate
proposed to be transferred, or (ii) the Trustee shall have received the
above-referenced Opinion of Counsel. The holder of any Restricted Certificate
desiring to effect the transfer thereof to a person other than a QIB shall, and
hereby agrees to, comply with any applicable conditions set forth in the
preceding two sentences and indemnify the Trustee and the Company against any
liability that may result if the transfer thereof is not so exempt or is not
made in accordance with such federal and state laws. Such agreement to so
indemnify the Trustee and the Company shall survive the termination of this
Agreement. Notwithstanding the foregoing, no Opinion of Counsel or investment
letter shall be required upon the original issuance of (i) the Restricted Junior
Certificates to the Initial Purchaser (as defined in the Private Placement
Memorandum) or its nominee and (ii) the Class PO or Class S Certificates to the
Company or upon any subsequent transfer of any Class PO or Class S Certificate
by the Company, provided that if any Restricted Junior Certificates are, at the
request of the Initial Purchaser, registered in the name of its nominee, the
Initial Purchaser shall be deemed to acknowledge and agree with the Company and
the Trustee that no transfer of a beneficial interest in such Certificates will
be made without registering such Certificates in the name of the transferee,
which shall be a Person other than such nominee. Any opinion or letter required
pursuant to this paragraph shall not be at the expense of the Trust Fund or the
Trustee.
(c) (i) No transfer of an ERISA-Restricted Certificate in the form of a
Definitive Certificate shall be made to any Person unless the Trustee has
received (A) a certificate (substantially in the form of Exhibit E or such other
form as is acceptable to the Company and the Trustee) from such transferee to
the effect that such transferee (i) is not a Plan or a Person that is using the
assets of a Plan to acquire such ERISA-Restricted Certificate or (ii) is an
insurance company investing assets of its general account and the exemptions
provided by Section III(a) of Department of Labor Prohibited Transaction Class
Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemptions") apply to
the transferee's acquisition and holding of any ERISA-Restricted Certificate or
(B) an opinion of counsel satisfactory to the Trustee and the Company to the
effect that the purchase and holding of such a Certificate will not constitute
or result in the assets of the Trust Fund being deemed to be "plan assets"
subject to the prohibited transactions provisions of ERISA or Section 4975 of
the Code and will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however, that the
Trustee will not require such certificate or opinion in the event that, as a
result of a change of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding of an
ERISA-Restricted Certificate by a Plan or a Person that is purchasing or holding
such a Certificate with the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code. The preparation
and delivery of the certificate and opinions referred to above shall not be an
expense of the Trust Fund, the Trustee or the Company. Notwithstanding the
foregoing, no opinion or certificate shall be required for the initial issuance
of the ERISA-Restricted Certificates.
(ii) No transfer of a Residual Certificate shall be made to any Person
unless the Trustee has received a certification (substantially in the form
of paragraph 4 of Exhibit F) from such transferee to the effect that, among
other things, such transferee is not a Plan or a Person that is using the
assets of a Plan to acquire any such Certificate. The preparation and
delivery of such certificate shall not be an expense of the Trust Fund, the
Trustee or the Company.
(d) Subject to Section 8.01(i) hereof, the Trustee may conclusively rely
upon any certificate, affidavit or opinion delivered pursuant to Section 5.02(b)
or (c). Any certificate or affidavit required to be delivered by a transferee
under this Section 5.02 may be executed and delivered in the name of such
transferee by its attorney-in-fact duly authorized in writing in form and
substance satisfactory to the Trustee.
(e) Except as to any additional Certificate of any Class of Book-Entry
Certificates held in physical certificated form pursuant to Section 5.02(g) or
any Restricted Junior Certificate of any Class of Book-Entry Certificates that
is transferred to an entity other than a QIB, the Book-Entry Certificates shall,
subject to Section 5.02(f), at all times remain registered in the name of the
Depository or its nominee and at all times: (i) registration thereof may not be
transferred by the Trustee except to another Depository; (ii) the Depository
shall maintain book-entry records with respect to the Certificate Owners and
with respect to ownership and transfers of such Certificates; (iii) ownership
and transfers of registration of the Certificates issued in book-entry form on
the books of the Depository shall be governed by applicable rules established by
the Depository and the rights of Certificate Owners with respect to Book-Entry
Certificates shall be governed by applicable law and agreements between such
Certificate Owners and the Depository, Depository Participants, and indirect
participating firms; (iv) the Depository may collect its usual and customary
fees, charges and expenses from its Depository Participants; (v) the Trustee
shall deal with the Depository, Depository Participants and indirect
participating firms as authorized representatives of the Certificate Owners of
the Certificates issued in book-entry form for all purposes including the making
of payments due on the Book-Entry Certificates and exercising the rights of
Holders under this Agreement, and requests and directions for and votes of such
representatives shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; (vi) the Trustee may rely and shall be
fully protected in relying upon information furnished by the Depository with
respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners; (vii) Certificate Owners shall not be entitled to certificates for the
Book-Entry Certificates and (viii) the Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and give notice to the Depository of such record date.
All transfers by Certificate Owners of Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall only transfer Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures. Except as provided herein, the Trustee shall
have no duty to monitor or restrict the transfer of Certificates or interests
therein, and shall have no liability for any transfer, including any transfer
made through the book-entry facilities of the Depository or between or among
Depository Participants or Certificate Owners, made in violation of applicable
restrictions set forth herein, except in the event of the failure of the Trustee
to perform its duties and fulfill its obligations under this Agreement.
(f) If (x)(i) the Company or the Depository advises the Trustee in writing
that the Depository is no longer willing, qualified or able to properly
discharge its responsibilities as Depository, and (ii) the Trustee or the
Company is unable to locate a qualified successor, (y) the Company at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository or (z) after the occurrence of an Event of Default,
Certificate Owners representing not less than 51% of the aggregate Voting Rights
allocated to the Book-Entry Certificates together advise the Trustee and the
Depository through the Depository Participants in writing that the continuation
of a book-entry system through the Depository is no longer in the best interests
of the Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trustee of such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall issue the Definitive Certificates. Neither the Company nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.
(g) On or prior to the Closing Date, there shall be delivered to the
Depository (or to State Street Bank and Trust Company acting as custodian for
the Depository pursuant to the Depository's procedures) one certificate for each
Class of Book-Entry Certificates registered in the name of the Depository's
nominee, Cede & Co. The face amount of each such Certificate shall represent
100% of the initial Class Certificate Principal Balance thereof, except for such
amount that does not constitute an acceptable denomination to the Depository. An
additional Certificate of each Class of Book-Entry Certificates may be issued
evidencing such remainder and, if so issued, will be held in physical
certificated form by the Holders thereof. Each Certificate issued in book-entry
form shall bear the following legend:
"Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein."
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (b) there is delivered to the Company, the
Certificate Registrar and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Certificate Registrar or the Trustee that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute, countersign and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest. In connection with the issuance of any new Certificate under this
Section 5.03, the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any duplicate Certificate issued
pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Company, the Trustee, the
Certificate Registrar and any agent of the Company, the Trustee or the
Certificate Registrar may treat the person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever,
and neither the Company, the Trustee, the Certificate Registrar nor any agent of
the Company, the Trustee or the Certificate Registrar shall be affected by any
notice to the contrary.
Section 5.05. Access to List of Certificateholders' Names and Addresses.
The Certificate Registrar will furnish or cause to be furnished to the Company,
within 15 days after receipt by the Certificate Registrar of request therefor
from the Company in writing, a list, in such form as the Company may reasonably
require, of the names and addresses of the Certificateholders as of the most
recent Record Date for payment of distributions to Certificateholders. If three
or more Certificateholders (hereinafter referred to as "applicants") apply in
writing to the Trustee, and such application states that the applicants desire
to communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication which such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, afford such
applicants access during normal business hours to the most recent list of
Certificateholders held by the Trustee. If such list is as of a date more than
90 days prior to the date of receipt of such applicants' request, the Trustee
shall promptly request from the Certificate Registrar a current list as provided
above, and shall afford such applicants access to such list promptly upon
receipt. Every Certificateholder, by receiving and holding a Certificate, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 5.06. Representation of Certain Certificateholders. The fiduciary
of any Plan which becomes a Holder of a Certificate, by virtue of its acceptance
of such Certificate, will be deemed to have represented and warranted to the
Trustee and the Company that such Plan is an "accredited investor" as defined in
Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act of 1933.
Section 5.07. Determination of COFI. (a) If the outstanding Certificates
include any COFI Certificates, then on each COFI Determination Date the Trustee
shall determine the value of COFI on the basis of the most recently available
Information Bulletin referred to in the definition of "COFI". The establishment
of COFI by the Trustee and the Trustee's subsequent calculation of the rates of
interest applicable to the COFI Certificates for each Interest Accrual Period
shall (in the absence of manifest error) be final and binding. During each
Interest Accrual Period, the Certificate Interest Rate for the COFI Certificates
for the current and immediately preceding Interest Accrual Period shall be made
available by the Trustee to Certificate Owners and Certificateholders at the
following telephone number: (000) 000-0000.
(b) The failure by the Federal Home Loan Bank of San Francisco to publish
COFI for a period of 65 calendar days will constitute an "Alternative Rate
Event" for purposes hereof. Upon the occurrence of an Alternative Rate Event,
the Company will calculate the Certificate Interest Rates for the COFI
Certificates for the subsequent Interest Accrual Periods by using, in place of
COFI, (i) the replacement index, if any, published or designated by the Federal
Home Loan Bank of San Francisco or (ii) if no replacement index is so published
or designated, an alternative index to be selected by the Company that has
performed, or that the Company expects to perform, in a manner substantially
similar to COFI. At the time an alternative index is first selected by the
Company, the Company shall determine the average number of basis points, if any,
by which the alternative index differed from COFI for such period as the
Company, in its sole discretion, reasonably determines to reflect fairly the
long-term difference between COFI and the alternative index, and shall adjust
the alternative index by such average. The Company shall select a particular
index as an alternative only if it receives an Opinion of Counsel to the effect
that the selection of such index will not cause any REMIC established hereunder
to fail to qualify as a REMIC for federal income tax purposes. In the absence of
manifest error, the selection of any alternative index as provided by this
Section 5.07(b) shall be final and binding for each subsequent Interest Accrual
Period. Upon the occurrence of an Alternative Rate Event, the Trustee shall have
no responsibility for the determination of any alternative index or the
calculation of the Certificate Interest Rates for the COFI Certificates.
(c) If at any time after the occurrence of an Alternative Rate Event the
Federal Home Loan Bank of San Francisco resumes publication of COFI, the
Certificate Interest Rates for the COFI Certificates for each Interest Accrual
Period commencing thereafter will be calculated by reference to COFI.
Section 5.08. Determination of LIBOR. (a) If the outstanding Certificates
include any LIBOR Certificates, then on each LIBOR Determination Date the
Trustee shall determine LIBOR for the related Interest Accrual Period as such
rate equal to the Interest Settlement Rate. If such rate does not appear on the
Designated Telerate Page as of 11:00 a.m., London time, on the applicable LIBOR
Determination Date:
(i) The Trustee will request the principal London office of each
Reference Bank (as defined in Section 5.08(e)) to provide such bank's
offered quotation (expressed as a percentage per annum) to prime banks in
the London interbank market for one-month U.S. Dollar deposits as of 11:00
a.m., London time, on the applicable LIBOR Determination Date.
(ii) If on any LIBOR Determination Date, two or more of the Reference
Banks provide such offered quotations, LIBOR for the next Interest Accrual
Period will be the arithmetic mean of such offered quotations (rounding
such arithmetic mean upwards, if necessary, to the nearest whole multiple
of 1/16%). If on any LIBOR Determination Date only one or none of the
Reference Banks provide such offered quotations, LIBOR for the next
Interest Accrual Period will be the rate per annum the Trustee determines
to be the arithmetic mean (rounding such arithmetic mean upwards, if
necessary, to the nearest whole multiple of 1/16%) of the one-month
Eurodollar lending rate that three major banks in New York City selected by
the Trustee are quoting as of approximately 11:00 a.m., New York City time,
on the first day of the applicable Interest Accrual Period.
(iii) If on any LIBOR Determination Date the Trustee is required but
unable to determine LIBOR in the manner provided in subparagraph (ii) of
this Section 5.08(a), LIBOR for the next Interest Accrual Period will be
LIBOR as determined on the previous LIBOR Determination Date, or, in the
case of the first LIBOR Determination Date, the Initial LIBOR Rate.
(b) The establishment of LIBOR by the Trustee and the Trustee's subsequent
calculation of the Certificate Interest Rates applicable to the LIBOR
Certificates for the relevant Interest Accrual Period, in the absence of
manifest error, will be final and binding.
(c) Within five Business Days of the Trustee's calculation of the
Certificate Interest Rates of the LIBOR Certificates, the Trustee shall furnish
to the Company by telecopy (or by such other means as the Trustee and the
Company may agree from time to time) such Certificate Interest Rates.
(d) The Trustee shall provide to Certificateholders who inquire of it by
telephone the Certificate Interest Rates of the LIBOR Certificates for the
current and immediately preceding Interest Accrual Period.
(e) As used herein, "Reference Banks" shall mean no more than four leading
banks engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London,
England, (ii) whose quotations appear on the display designated "LIBO" on the
Reuters Monitor Money Rates Service (the "Reuters Screen LIBO Page") on the
applicable LIBOR Determination Date and (iii) which have been designated as such
by the Trustee and are able and willing to provide such quotations to the
Trustee on each LIBOR Determination Date. The Reference Banks initially shall
be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company
and Bankers Trust Company. If any of the initial Reference Banks should be
removed from the Reuters Screen LIBO Page or in any other way fail to meet the
qualifications of a Reference Bank, or if such page is no longer published, the
Trustee, after consultation with the Company, shall use its best efforts to
designate alternate Reference Banks.
ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company. The Company shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
upon and undertaken by the Company herein.
Section 6.02. Merger or Consolidation of, or Assumption of the Obligations
of, the Company. Any corporation into which the Company may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any corporation
succeeding to the business of the Company, or any corporation, more than 50% of
the voting stock of which is, directly or indirectly, owned by General Electric
Company, or any limited partnership, the sole general partner of which is either
the Company or a corporation, more than 50% of the voting stock of which is
owned, directly or indirectly, by General Electric Company, which executes an
agreement of assumption to perform every obligation of the Company hereunder,
shall be the successor of the Company hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 6.03. Assignment. The Company may assign its rights and delegate
its duties and obligations as servicer under this Agreement; provided, that (i)
the purchaser or transferee accepting such assignment or delegation is qualified
to service mortgage loans for FNMA or FHLMC, is reasonably satisfactory to the
Trustee and executes and delivers to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such purchaser or transferee of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the
Company as servicer hereunder from and after the date of such agreement and (ii)
each Rating Agency's rating of any Classes of Certificates in effect immediately
prior to such assignment or delegation would not be qualified, downgraded or
withdrawn as a result thereof. In the case of any such assignment or delegation,
the Company will be released from its obligations as servicer hereunder except
for liabilities and obligations as servicer incurred prior to such assignment or
delegation.
Section 6.04. Limitation on Liability of the Company and Others. Neither
the Company nor any of the directors or officers or employees or agents of the
Company shall be under any liability to the Trust Fund or the Certificateholders
for any action taken or for refraining from the taking of any action by the
Company pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Company or any such person
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties of the
Company or by reason of reckless disregard of obligations and duties of the
Company hereunder. The Company and any director or officer or employee or agent
of the Company may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Company and any director or officer or employee or agent of the
Company shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense incurred in connection with any legal action relating
to this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. The Company shall be under no obligation to appear in, prosecute or
defend any legal action which is not incidental to its duties to service the
Mortgage Loans in accordance with this Agreement and which in its opinion may
involve it in any expense or liability; provided, however, that the Company may
in its sole discretion undertake any such action which it may deem necessary or
desirable in respect of this Agreement, and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust Fund and the Company shall
be entitled to be reimbursed therefor from amounts credited to the Mortgage Loan
Payment Record as provided by Section 3.04.
Section 6.05. The Company Not to Resign. Subject to the provisions of
Sections 6.02 and 6.03, the Company shall not resign from the obligations and
duties hereby imposed on it except upon determination that the performance of
its duties hereunder is no longer permissible under applicable law. Any such
determination permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
shall become effective until the Trustee or a successor servicer shall have
assumed the responsibilities and obligations of the Company in accordance with
Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:
(i) Any failure by the Company to make any payment to the Trustee of
funds pursuant to Section 3.02(d) out of which distributions to
Certificateholders of any Class are required to be made under the terms of
the Certificates and this Agreement which failure continues unremedied for
a period of three Business Days after the date upon which written notice of
such failure shall have been given to the Company by the Trustee or to the
Company and the Trustee by Holders of Certificates of each Class affected
thereby evidencing, as to each such Class, Percentage Interests aggregating
not less than 25%; or
(ii) Failure on the part of the Company duly to observe or perform in
any material respect any other covenants or agreements of the Company set
forth in the Certificates or in this Agreement, which covenants and
agreements (A) materially affect the rights of Certificateholders and (B)
continue unremedied for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Company by the Trustee, or to the Company and the Trustee by
the Holders of Certificates of each Class affected thereby evidencing, as
to each such Class, Percentage Interests aggregating not less than 25%; or
(iii) 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 Company, or for the winding up or
liquidation of the Company's affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days;
or
(iv) The consent by the Company 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
Company or of or relating to substantially all of its property; or the
Company shall admit in writing its inability to pay its debts generally as
they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit of
its creditors, or voluntarily suspend payment of its obligations;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied by the Company, either the Trustee, or the Holders of
Certificates of each Class affected thereby evidencing, as to each such Class,
Percentage Interests aggregating not less than 51%, by notice then given in
writing to the Company (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Company as servicer under
this Agreement. On or after the receipt by the Company of such written notice,
all authority and power of the Company under this Agreement, whether with
respect to the Certificates or the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee pursuant to and under this Section 7.01; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Company, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Mortgage
Loans and related documents, or otherwise, including, without limitation, the
recordation of the assignments of the Mortgage Loans to it. The Company agrees
to cooperate with the Trustee in effecting the termination of the
responsibilities and rights of the Company hereunder, including, without
limitation, the transfer to the Trustee for the administration by it of all cash
amounts that shall at the time be held by the Company and that have been or
should have been credited by it to the Mortgage Loan Payment Record, or that
have been deposited by the Company in the Certificate Account or are thereafter
received by the Company with respect to the Mortgage Loans. In addition to any
other amounts which are then, or, notwithstanding the termination of its
activities as servicer, may become, payable to the Company under this Agreement,
the Company shall be entitled to receive out of any delinquent payment on
account of interest on a Mortgage Loan, due during the period prior to the
notice pursuant to this Section 7.01 which terminates the obligation and rights
of the Company hereunder and received after such notice, that portion of such
payment which it would have been entitled to retain pursuant to Section 3.04(vi)
if such notice had not been given.
Section 7.02. Trustee to Act; Appointment of Successor. (a) On and after
the time the Company receives a notice of termination pursuant to Section 7.01,
the Trustee shall be the successor in all respects to the Company in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall succeed to all the rights of and be subject to all
the responsibilities, duties and liabilities relating thereto placed on the
Company in its capacity as servicer by the terms and provisions hereof;
provided, however, that the responsibilities and duties of the Company pursuant
to Sections 2.02 and 2.03(a) and, if the Trustee is prohibited by law or
regulation from making Monthly Advances, the responsibility to make Monthly
Advances pursuant to Section 4.04, shall not be the responsibilities, duties or
obligations of the Trustee; and provided further, that any failure of the
Trustee to perform such duties and responsibilities that is caused by the
Company's failure to cooperate with the Trustee as required by Section 7.01
shall not be considered a default by the Trustee hereunder. As compensation
therefor, the Trustee shall, except as provided in Section 7.01, be entitled to
such compensation as the Company would have been entitled to hereunder if no
such notice of termination had been given. Notwithstanding the above, the
Trustee may, if it shall be unwilling so to act, or shall, if it is legally
unable so to act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution approved to
service mortgage loans for either FNMA or FHLMC, having a net worth of not less
than $10,000,000, as the successor to the Company hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Company
hereunder. Pending appointment of a successor to the Company pursuant to this
Article VII, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the Company hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.
(b) Any successor, including the Trustee, to the Company as servicer
pursuant to this Article VII shall during the term of its service as servicer
maintain in force (i) a policy or policies of insurance covering errors and
omissions in the performance of its obligations as servicer hereunder, and (ii)
a fidelity bond in respect of its officers, employees and agents to the same
extent as the Company is so required pursuant to Section 3.15.
Section 7.03. Notification to Certificateholders. Upon any termination or
appointment of a successor to the Company pursuant to this Article VII, the
Trustee shall give prompt written notice thereof to the Certificateholders at
their respective addresses appearing in the Certificate Register.
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee. The Trustee, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. If an Event of Default has occurred
(which has not been cured), the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith on
the part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and conforming
to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer of the Trustee, unless
it shall be proved that the Trustee was negligent in performing its duties
in accordance with the terms of this Agreement;
(iii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Holders of Certificates of each Class
affected thereby evidencing, as to each such Class, Percentage Interests
aggregating not less than 25%, relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement; and
(iv) The Trustee shall not be charged with knowledge of (A) any
failure by the Company to comply with the obligations of the Company
referred to in clauses (i) and (ii) of Section 7.01, (B) the rating
downgrade referred to in the definition of "Trigger Event" or (C) any
failure by the Company to comply with the obligations of the Company to
record the assignments of Mortgages referred to in Section 2.01 unless a
Responsible Officer of the Trustee at the Corporate Trust Office obtains
actual knowledge of such failures, occurrence or downgrade or the Trustee
receives written notice of such failures, occurrence or downgrade from the
Company or the Holders of Certificates of each Class affected thereby
evidencing, as to each such Class, Percentage Interests aggregating not
less than 25%.
Subject to any obligation of the Trustee to make Monthly Advances as
provided herein, the Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of the Company under this Agreement, except during such time,
if any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Company in accordance with the terms of
this Agreement.
Section 8.02. Certain Matters Affecting the Trustee. Except as otherwise
provided in Section 8.01:
(i) The Trustee may conclusively rely and shall be protected in acting
or refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement, or to institute, conduct
or defend any litigation hereunder or in relation hereto, at the request,
order or direction of any of the Certificateholders, pursuant to the
provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the obligations,
upon the occurrence of an Event of Default (which has not been cured), to
exercise such of the rights and powers vested in it by this Agreement, and
to use the same degree of care and skill in their exercise as a prudent
person would exercise or use under the circumstances in the conduct of his
or her own affairs;
(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Agreement;
(v) Prior to the occurrence of an Event of Default and after the
curing of all Events of Default which may have occurred, the Trustee shall
not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or
documents, unless requested in writing so to do by Holders of Certificates
of each Class affected thereby evidencing, as to each such Class,
Percentage Interests aggregating not less than 25%; provided, however, that
if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such cost, expense or
liability as a condition to such proceeding. The reasonable expense of
every such investigation shall be paid by the Company or, if paid by the
Trustee, shall be reimbursed by the Company upon demand. Nothing in this
clause (v) shall derogate from the obligation of the Company to observe any
applicable law prohibiting disclosure of information regarding the
Mortgagors; and
(vi) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys or a custodian.
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates (other than the signature and
countersignature of the Trustee on the Certificates) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Agreement or of the Certificates (other than the
signature and countersignature of the Trustee on the Certificates) or of any
Mortgage Loan or related document. The Trustee shall not be accountable for the
use or application by the Company of any of the Certificates or of the proceeds
of such Certificates, or for the use or application of any funds paid to the
Company in respect of the Mortgage Loans or deposited in or withdrawn from the
Certificate Account by the Company.
Section 8.04. Trustee May Own Certificates. The Trustee in its individual
or any other capacity may become the owner or pledgee of Certificates with the
same rights as it would have if it were not Trustee.
Section 8.05. The Company to Pay Trustee's Fees and Expenses. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee, and the Company will pay or reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances (including any Monthly
Advances of the Trustee not previously reimbursed thereto pursuant to Section
3.04) incurred or made by the Trustee in accordance with any of the provisions
of this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith or which is the responsibility of Certificateholders
hereunder. In addition, the Company covenants and agrees to indemnify the
Trustee from, and hold it harmless against, any and all losses, liabilities,
damages, claims or expenses other than those resulting from the negligence or
bad faith of the Trustee. From time to time, the Trustee may request that the
Company debit the Mortgage Loan Payment Record pursuant to Section 3.04 to
reimburse the Trustee for any Monthly Advances and Nonrecoverable Advances.
Section 8.06. Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be a corporation having its principal office either in the
State of New York or in the same state as that in which the initial Trustee
under this Agreement has its principal office and organized and doing business
under the laws of such State or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. The Trustee shall not be an affiliate of the Company. In case at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07.
Section 8.07. Resignation or Removal of Trustee. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Company. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee. If no successor Trustee shall
have been so appointed and having accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.
If the conditions in any of the following clauses (i), (ii) or (iii) shall
occur at any time, the Company may remove the Trustee: (i) the Trustee shall
cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Company; (ii) the Trustee
shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or
a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation; or (iii)
the replacement of the Trustee with a successor Trustee will enable the Company
to avoid (and should, based on the information included in the notice referred
to below, result in the avoidance of) a downgrading of the ratings assigned to
the Certificates by the Rating Agencies (whether or not other actions could
avoid such downgrading) and no Event of Default, as provided by Section 7.01
hereof, shall have occurred or be continuing; provided, however, that no action
shall be taken pursuant to this clause (iii) unless reasonable notice shall have
been provided to the Trustee, which notice shall set forth the basis for any
rating downgrade as contemplated by the Rating Agencies and shall also indicate
the manner in which such proposed action is intended to avoid such downgrade. If
it removes the Trustee under the authority of the immediately preceding
sentence, the Company shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee.
Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 8.08.
Section 8.08. Successor Trustee. Any successor Trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Company
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee. The predecessor Trustee shall deliver to the successor Trustee
all Mortgage Files and related documents and statements held by it hereunder;
and the Company and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor Trustee all such rights,
powers, duties and obligations.
No successor Trustee shall accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor Trustee shall be
eligible under the provisions of Section 8.06.
Upon acceptance of appointment by a successor Trustee as provided in this
Section 8.08, the Company shall mail notice of the succession of such Trustee
hereunder to all holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor Trustee, the successor Trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 8.06, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Company and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, of all or any part of the Trust Fund, or separate trustee or separate
trustees of any part of the Trust Fund, and to vest in such Person or Persons,
in such capacity and for the benefit of the Certificateholders, such title to
the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Company and the Trustee may consider necessary or desirable. If the Company
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 8.08.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) All rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly
(it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Company hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust
Fund or any portion thereof in any such jurisdiction) shall be exercised
and performed singly by such separate trustee or co-trustee, but solely at
the direction of the Trustee;
(ii) No trustee hereunder shall be held personally liable by reason of
any act or omission of any other trustee hereunder; and
(iii) The Company and the Trustee acting jointly may at any time
accept the resignation of or remove any separate trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Company.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Compliance with REMIC Provisions; Tax Returns. The Trustee
shall at all times act in such a manner in the performance of its duties
hereunder as shall be necessary to prevent the Trust Fund from failing to
qualify as a REMIC and to prevent the imposition of a tax on the Trust Fund or
the REMIC established hereunder. The Trustee, upon request, will furnish the
Company with all such information within its possession as may be reasonably
required in connection with the preparation of all tax returns of the Trust Fund
and any Reserve Fund, and shall, upon request, execute such returns.
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by the Company or Liquidation of
All Mortgage Loans. Subject to Section 9.02, the respective obligations and
responsibilities of the Company and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments to Certificateholders after
the final Distribution Date and the obligation of the Trustee to send certain
notices as hereinafter set forth) shall terminate upon the last action required
to be taken by the Trustee on the final Distribution Date pursuant to this
Article IX following the earlier of (a) the repurchase by the Company of all
Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price
equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage
Loan (other than any REO Mortgage Loans described in the following clause) as of
the first day of the month in which such purchase price is to be distributed to
Certificateholders plus accrued and unpaid interest thereon at the applicable
Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly
Advances) to the first day of the month in which such purchase price is to be
distributed to Certificateholders and (y) the appraised value of any REO
Mortgage Loan (less the good faith estimate of the Company of Liquidation
Expenses to be incurred in connection with its disposal thereof), such appraisal
to be conducted by an appraiser mutually agreed upon by the Company and the
Trustee, and (b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or by
deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no
event shall the Trust Fund created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Xxxxxx X.
Xxxxxxx, the late ambassador of the United States of America to the Court of St.
James's, living on the date of this Agreement. The right of the Company to
repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned
upon the aggregate of the Scheduled Principal Balance of the Outstanding
Mortgage Loans, at the time of any such repurchase, aggregating less than 10
percent of the aggregate of the Scheduled Principal Balance of the Mortgage
Loans as of the Cut-off Date.
Notice of any termination, specifying the Distribution Date upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Trustee by letter to Certificateholders mailed not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of such final
distribution specifying (A) the Distribution Date upon which final payment of
the Certificates will be made upon presentation and surrender of the
Certificates at the office of the Trustee therein designated, (B) the amount of
any such final payment and (C) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the office of the Trustee therein
specified. The Trustee shall give such notice to the Certificate Registrar at
the time such notice is given to Certificateholders. In the event such notice is
given in connection with the exercise by the Company of its right of repurchase,
the Company shall deposit in the Certificate Account not later than 11:00 a.m.
on the Business Day prior to the final Distribution Date in next-day funds an
amount equal to the price described above. Upon presentation and surrender of
the Certificates, the Trustee shall cause to be distributed to
Certificateholders an amount equal to the price calculated as above provided,
any such repurchase being in lieu of the distribution otherwise required to be
made on the Distribution Date upon which the repurchase is effected. Upon
certification to the Trustee by a Servicing Officer following such final
deposit, the Trustee shall promptly release to the Company the Mortgage Files
for the repurchased Mortgage Loans.
On the final Distribution Date, the Trustee shall distribute amounts on
deposit in the Certificate Account and, if applicable, in any Rounding Account,
in accordance with the applicable priorities and uses provided by Sections 4.01
and 4.10. Distributions on each Certificate shall be made on the final
Distribution Date in the manner specified in Section 4.02 but only upon
presentation and surrender of the Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the date specified in the
above-mentioned written notice, the Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which remain subject
hereto.
Section 9.02. Additional Termination Requirements. (a) In the event the
Company exercises its purchase option as provided in Section 9.01, the Trust
Fund and the REMIC established hereunder shall be terminated in accordance with
the following additional requirements, unless the Trustee has been supplied with
an Opinion of Counsel to the effect that the failure to comply with the
requirements of this Section 9.02 will not (i) result in the imposition of taxes
on "prohibited transactions" of any such REMIC as defined in section 860F of the
Code, or (ii) cause the Trust Fund to fail to qualify as a REMIC at any time
that any Certificates are outstanding:
(i) Within 90 days prior to the final Distribution Date set forth in
the notice given by the Trustee under Section 9.01, the Company shall
prepare and the Trustee shall execute and adopt a plan of complete
liquidation for such REMIC within the meaning of section 860F(a)(4)(A)(i)
of the Code, which shall be evidenced by such notice; and
(ii) Within 90 days after the time of adoption of such a plan of
complete liquidation, the Trustee shall sell all of the assets of the Trust
Fund to the Company for cash in accordance with Section 9.01.
(b) By their acceptance of the Residual Certificates, the Holders thereof
hereby authorize the Trustee to adopt such a plan of complete liquidation which
authorization shall be binding on all successor Holders of the Residual
Certificates.
(c) On the final federal income tax return for the REMIC established
hereunder, the Trustee will attach a statement specifying the date of the
adoption of the plan of liquidation.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment. This Agreement may be amended from time to time
by the Company and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein which may be defective or inconsistent with any
other provisions herein, or to surrender any right or power herein conferred
upon the Company, or to add any other provisions with respect to matters or
questions arising under this Agreement, which shall not be materially
inconsistent with the provisions of this Agreement; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder. Notwithstanding the
foregoing, without the consent of the Certificateholders, the Trustee and the
Company may at any time and from time to time amend this Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
or appropriate to maintain the qualification of the Trust Fund as a REMIC under
the Code or to avoid or minimize the risk of the imposition of any tax on the
Trust Fund pursuant to the Code that would be a claim against the Trust Fund at
any time prior to the final redemption of the Certificates, provided that the
Trustee has obtained an opinion of independent counsel (which opinion also shall
be addressed to the Company) to the effect that such action is necessary or
appropriate to maintain such qualification or to avoid or minimize the risk of
the imposition of such a tax.
This Agreement may also be amended from time to time by the Company and the
Trustee with the consent of Holders of Certificates evidencing (i) not less than
66% of the Voting Rights of all the Certificates or (ii) Percentage Interests
aggregating not less than 66% of each Class affected by such amendment, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement, or of modifying in any manner the rights of
the Holders of Certificates; provided, however, that no such amendment shall (a)
reduce in any manner the amount of, or delay the timing of, collections of
payments on the Mortgage Loans or distributions which are required to be made on
any Certificate without the consent of the Holder of such Certificate, (b)
adversely affect in any material respects the interests of the Holders of any
Class of Certificates in any manner other than as described in (a), without the
consent of the Holders of Certificates evidencing Percentage Interests
aggregating not less than 66% of such Class, or (c) reduce the aforesaid
percentages of Certificates of any Class required to consent to any such
amendment, without the consent of the Holders of all Certificates of such Class
then outstanding. For purposes of this paragraph, references to "Holder" or
"Holders" shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.
Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not
subject the Trust Fund to tax or cause the Trust Fund to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any such amendment or consent the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Trustee may prescribe.
Section 10.02. Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Company and at its expense on direction by the Trustee, but only upon direction
of the Trustee accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03. Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust
Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
No Certificateholder shall have any right to vote (except as provided in
Section 10.01) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates of each Class affected thereby evidencing, as to each
such Class, Percentage Interests aggregating not less than 25% shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of the Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and, subject to the priority of payments pursuant
to Section 4.01 and the allocation of losses pursuant to Section 4.03, for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 10.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 10.04. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 10.05. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (a) in the
case of the Company, to GE Capital Mortgage Services, Inc., 0 Xxxxxxxxx Xxxxxx,
Xxxxxx Xxxx, Xxx Xxxxxx 00000, Attention: General Counsel, (b) in the case of
the Trustee, to State Street Bank and Trust Company, Corporate Trust Department,
000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, (c) in the case of Fitch, to
Fitch IBCA, Inc., Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Structured Finance Surveillance, and (d) in the case of S&P, Standard and Poor's
Ratings Services, 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Residential Mortgage Surveillance, or, as to each such Person, at such other
address as shall be designated by such Person in a written notice to each other
named Person. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.
Section 10.06. Notices to the Rating Agencies. The Company shall deliver
written notice of the following events to each Rating Agency promptly following
the occurrence thereof: material amendment to this Agreement; any Event of
Default; any Trigger Event; change in or termination of the Trustee; removal of
the Company or any successor servicer as servicer; repurchase or replacement of
any Defective Mortgage Loan pursuant to Section 2.03; and final payment to
Certificateholders. In addition, the Company shall deliver copies of the
following documents to each Rating Agency at the time such documents are
required to be delivered pursuant to this Agreement: monthly statements to
Certificateholders pursuant to Section 4.05, annual report of independent
accountants pursuant to Section 3.13 and annual servicer compliance report
pursuant to Section 3.12. Notwithstanding the foregoing, the failure to deliver
such notices or copies shall not constitute an Event of Default under this
Agreement.
Section 10.07. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then to the extent permitted by law such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.08. Certificates Nonassessable and Fully Paid. It is the
intention of the Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Fund, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Fund or for any reason whatsoever, and that Certificates
upon execution, countersignature and delivery thereof by the Trustee are and
shall be deemed fully paid.
* * *
IN WITNESS WHEREOF, the Company and the Trustee have caused this Agreement
to be duly executed by their respective officers and their respective seals,
duly attested, to be hereunto affixed, all as of the day and year first above
written.
GE CAPITAL MORTGAGE SERVICES, INC.
By:____________________________________
Name:
Title:
[SEAL]
Attest:
By:____________________________________
Name:
Title:
STATE STREET BANK AND
TRUST COMPANY,
as Trustee
By:______________________________________
Name:
Title:
[SEAL]
Attest:
By:____________________________________
Name:
Title:
State of New Jersey )
) ss.:
County of Camden )
On the day of August, 1999 before me, a notary public in and for the State
of New Jersey, personally appeared _______________________, known to me who,
being by me duly sworn, did depose and say that he/she resides at
_______________________________________________________________________________;
that he/she is a(n) _________________________ of GE Capital Mortgage Services,
Inc., a corporation formed under the laws of the State of New Jersey, one of the
parties that executed the foregoing instrument; that he/she knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation; and that he/she signed his/her name thereto by like order.
__________________________________
Notary Public
[Notarial Seal]
The Commonwealth of Massachusetts )
) ss.:
County of Suffolk )
On the day of August, 1999 before me, a notary public in and for the
Commonwealth of Massachusetts, personally appeared ____________________, known
to me who, being by me duly sworn, did depose and say that he/she resides at
____________________________________________________________________________
that he/she is a(n) __________________________________ of State Street Bank and
Trust Company, one of the parties that executed the foregoing instrument; that
he/she knows the seal of said Bank; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of Directors
of said Bank; and that he/she signed his/her name thereto by order of the Board
of Directors of said Bank.
__________________________________
Notary Public
[Notarial Seal]
EXHIBIT A
FORMS OF CERTIFICATES
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class A Certificate
Principal Balance:
Class A1 $147,370,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
August 1, 1999
First Distribution Date: CUSIP:00000X0X0
September 27, 1999
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
A Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-19, issued
in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:____________________________
Name:
Title:
Countersigned:
By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:________________________
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_______________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated:____________________
_____________________________________
Signature by or on behalf of assignor
___________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS THE "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE,
BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THE AGREEMENT, AND SHALL
BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE
EFFECT THAT IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN
CODE SECTION 860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION, OR AN ENTITY THAT HOLDS REMIC
RESIDUAL SECURITIES AS NOMINEE TO FACILITATE THE CLEARANCE AND SETTLEMENT OF
SUCH SECURITIES THROUGH BOOK-ENTRY CHANGES IN ACCOUNTS OF PARTICIPATING
ORGANIZATIONS (A "BOOK-ENTRY NOMINEE") AND TO HAVE AGREED TO SUCH AMENDMENTS TO
THE AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE RESTRICTIONS ON
TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR BOOK-ENTRY NOMINEES.
THE HOLDER OF THIS CLASS R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE
IRREVOCABLY APPOINTED THE COMPANY (AS DEFINED HEREIN) AS ITS AGENT AND
ATTORNEY-IN-FACT TO ACT AS "TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE
FUNCTIONS OF A "TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63
OF SUBTITLE F OF THE CODE, WITH RESPECT TO THE TRUST FUND.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY DISQUALIFIED
ORGANIZATION, BOOK-ENTRY NOMINEE OR NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
THE AGREEMENT OR TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A
"PLAN") OR A PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS
CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE TRANSFER OF THIS CERTIFICATE IS
SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET FORTH HEREIN.
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class R Certificate
Principal Balance:
Class R $100
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
August 1, 1999
First Distribution Date: CUSIP:00000X0X0
September 27, 1999
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
R Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-19, issued
in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:___________________________
Name:
Title:
Countersigned:
By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:______________________________
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_______________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated:__________________
_____________________________________
Signature by or on behalf of assignor
__________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or
broker of the signatory who is a member of a signature guarantee
medallion program.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class PO Certificate
Principal Balance:
Class PO $1,006,172.13
Certificate Interest Initial Certificate Principal
Rate per annum: Balance of this Certificate:
non-interest bearing $
Cut-off Date:
August 1, 1999
First Distribution Date:
September 27, 1999
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
PO Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-19, issued
in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Class Exemption 95-60, 60
Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:___________________________
Name:
Title:
Countersigned:
By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:________________
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_______________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated:_______________
_____________________________________
Signature by or on behalf of assignor
________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
PRINCIPAL WILL NOT BE DISTRIBUTABLE IN RESPECT OF THIS CERTIFICATE. INTEREST IS
CALCULATED ON THIS CERTIFICATE BASED ON THE CLASS S NOTIONAL PRINCIPAL BALANCE,
WHICH, AS OF ANY DISTRIBUTION DATE, IS EQUAL TO THE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE OUTSTANDING NON-DISCOUNT MORTGAGE LOANS AS SET FORTH IN
THE AGREEMENT (AS DEFINED HEREIN). CONSEQUENTLY, THE NOTIONAL PRINCIPAL BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class S Notional
Certificate Principal Balance:
Class S $108,120,968.69
Certificate Interest Initial Notional Certificate
Rate per annum: variable Principal Balance of this Certificate:
$
Cut-off Date:
August 1, 1999
First Distribution Date:
September 27, 1999
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Notional Principal Balance of this Certificate
by the aggregate initial Notional Principal Balance of all Class S Certificates,
both as specified above) in certain distributions with respect to the Trust
Fund, consisting primarily of a pool (the "Pool") of conventional, fixed rate,
one- to four-family mortgage loans (the "Mortgage Loans"), sold and serviced by
GE Capital Mortgage Services, Inc., a corporation organized and existing under
the laws of the State of New Jersey (the "Company"). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as of August 1, 1999 (the
"Agreement"), between the Company and State Street Bank and Trust Company, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-19, issued
in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees. The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class of authorized denominations evidencing the same aggregate Percentage
Interest as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
(SEAL) capacity but solely as Trustee
By:____________
Name:
Title:
Countersigned:
By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated: ________________
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security or other identifying number of assignee
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip
code of assignee)
_______________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated:_______________
_______________________________________
Signature by or on behalf of assignor
_________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class M Certificate
Principal Balance:
Class M $1,211,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
August 1, 1999
First Distribution Date: CUSIP:00000X0X0
September 27, 1999
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
M Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-19, issued
in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:___________________________
Name:
Title:
Countersigned:
By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:_____________________
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_______________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated:________________
________________________________________
Signature by or on behalf of assignor
___________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R-1 Initial Class B1 Certificate
Principal Balance:
Class B $454,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
August 1, 1999
First Distribution Date: CUSIP:00000X0X0
September 27, 1999
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B1 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B2 Certificate
Principal Balance:
Class B2 $454,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
August 1, 1999
First Distribution Date: CUSIP:00000X0X0
September 27, 1999
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B2 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B3 Certificate
Principal Balance:
Class B3 $454,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
August 1, 1999
First Distribution Date: CUSIP:00000X0X0
September 27, 1999
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B3 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-19, issued
in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:___________________________
Name:
Title:
Countersigned:
By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:______________________
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_______________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated:________________
________________________________________
Signature by or on behalf of assignor
__________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
In connection with any transfer of this Certificate, the undersigned
registered holder hereof confirms that without utilizing any general
solicitation or general advertising:
(Check One) -
|_| (a) This Certificate is being
transferred by the undersigned to a person
whom the undersigned reasonably believes is
a "qualified institutional buyer" (as
defined in Rule 144A under the Securities
Act of 1933, as amended) pursuant to the
exemption from registration under the
Securities Act of 1933, as amended, provided
by Rule 144A thereunder.
|_| (b) This Certificate is being
transferred by the undersigned to an
institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7)
of Regulation D under the Securities Act of
1933, as amended) and that the undersigned
has been advised by the prospective
purchaser that it intends to hold this
Certificate for investment and not for
distribution or resale.
Dated
-----------------
(Signature)
If none of the foregoing boxes is checked, the Trustee shall not be obligated to
register this Certificate in the name of any person other than the registered
holder thereof unless and until the conditions to any such transfer of
registration set forth herein, and in the Pooling and Servicing Agreement have
been satisfied.
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED:
The undersigned represents and warrants that (i) it is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of 1933,
as amended) and acknowledges that it has received such information as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the registered holder is relying upon
the undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A, and (ii) the undersigned (x) is not an
employee benefit plan subject to the Employee Retirement Income Security Act of
1974, as amended, or a plan subject to Section 4975 of the Internal Revenue Code
of 1986, as amended, and is not using the assets of any such employee benefit or
other plan to acquire this Certificate or (y) is an insurance company investing
assets of its general account and the exemptions provided by Section III(a) of
Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925
(July 12, 1995), apply to the acquisition and holding by the undersigned of this
Certificate.
Dated
--------------------
(Signature)
TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED:
The undersigned represents and warrants that (i) it is an institutional
"accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act of 1933, as amended), and (ii) the
undersigned (x) is not an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended, or a plan subject to Section
4975 of the Internal Revenue Code of 1986, as amended, and is not using the
assets of any such employee benefit or other plan to acquire this Certificate or
(y) is an insurance company investing assets of its general account and the
exemptions provided by Section III(a) of Department of Labor Prohibited
Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995), apply to the
acquisition and holding by the undersigned of this Certificate.
Dated
---------------------
(Signature)
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B4 Certificate
Principal Balance:
Class B4 $228,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
August 1, 1999
First Distribution Date: CUSIP:00000X0X0
September 27, 1999
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B4 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B5 Certificate
Principal Balance:
Class B5 $227,956.47
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
August 1, 1999
First Distribution Date: CUSIP:00000X0X0
September 27, 1999
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B5 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
EXHIBIT B
PRINCIPAL BALANCE SCHEDULES
None.
EXHIBIT C
MORTGAGE LOANS
GE Capital Mortgages Services, Inc. EXHIBIT C
\
Issue Date: August 1, 1999\
X.X. Xxx 0000\
Xxxxxx Xxxx, X.X. 00000\
(800) -257-7818\
DELIVERY ID: 0004991915
---------------------------------------------------------------------------------------------------------------PAGE:
--------------------------------------------------------------------------------
LN # 0007618846 MORTGAGORS: XXXXX, XXXXXXX
XXXXX, XXXXXXX
ADDRESS : 0000 XXXXXXXX XXXXXX
MORTGAGE AMT: 171,000.00 CITY SILVER SPRING
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 MD 20904
UNPAID BALANCE: 159,003.480 OPTION TO CONVERT : No
MONTHLY P&I: 1,561.00 ANNUAL RATE ADJUST: 0.000
LTV : 92.43243 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 11/01/12
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:001
--------------------------------------------------------------------------------
LN # 0007784457 MORTGAGORS: X'XXXXXX, XXXXXX
X'XXXXXX, XXXXXX
ADDRESS : 000 XXXXXXX XXXXXX
MORTGAGE AMT: 216,000.00 CITY BROOKLYN
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 NY 11209
UNPAID BALANCE: 209,241.680 OPTION TO CONVERT : No
MONTHLY P&I: 1,987.03 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 11/01/13
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0007784465 MORTGAGORS: POUNDS, XXXXXX
ADDRESS : 0000 XXXXX XXXXX XXXX
MORTGAGE AMT: 200,000.00 CITY RED SPRINGS
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 NC 28377
UNPAID BALANCE: 194,002.360 OPTION TO CONVERT : No
MONTHLY P&I: 1,755.99 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 11/01/13
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0031739386 MORTGAGORS: XXXXXXXXX, XXXXX
XXXXXXXXX, XXXXX
ADDRESS : 000 0XX XXXXXX 0X/0X
XXXXXXXX AMT: 650,000.00 CITY NEW YORK
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 NY 10022
UNPAID BALANCE: 637,907.210 OPTION TO CONVERT : No
MONTHLY P&I: 5,979.51 ANNUAL RATE ADJUST: 0.000
LTV : 50.00000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 02/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0031830342 MORTGAGORS: XXXXXXX, XXXXXX
XXXXX, XXXXX
ADDRESS : 000 XXXXX'X XXXX XXXXXX
MORTGAGE AMT: 600,000.00 CITY XXXXXXX
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 VA 23836
UNPAID BALANCE: 598,127.510 OPTION TO CONVERT : No
MONTHLY P&I: 5,434.99 ANNUAL RATE ADJUST: 0.000
LTV : 70.17500 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0031904071 MORTGAGORS: XXXXX, XXXXXXXXX
XXXXX, XXXXXXX
ADDRESS : 00000 XXXXXXXXX XXXXX
MORTGAGE AMT: 372,400.00 CITY XXXXXXX
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 VA 23836
UNPAID BALANCE: 372,400.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,399.50 ANNUAL RATE ADJUST: 0.000
LTV : 79.74300 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0031930308 MORTGAGORS: CHIN, BONG
XXXX, XXXXXX
ADDRESS : 0 XXXXXXXX XXXXXXX
MORTGAGE AMT: 203,000.00 CITY UPPER GRANDVIEW
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 NY 10960
UNPAID BALANCE: 199,828.650 OPTION TO CONVERT : No
MONTHLY P&I: 1,853.11 ANNUAL RATE ADJUST: 0.000
LTV : 37.59259 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0031951635 MORTGAGORS: XXXXXX, XXXXXXX
XXXXXX, XXXXX
ADDRESS : 10459 PLACER XXXXX
MORTGAGE AMT: 282,000.00 CITY FOUNTAIN VALLEY
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 90208
UNPAID BALANCE: 276,525.690 OPTION TO CONVERT : No
MONTHLY P&I: 2,515.03 ANNUAL RATE ADJUST: 0.000
LTV : 74.21000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 02/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0031989700 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXXXXX
ADDRESS : 000 XXXXXXX XXXX
MORTGAGE AMT: 376,000.00 CITY WYCKOFF
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 NJ 07481
UNPAID BALANCE: 371,161.780 OPTION TO CONVERT : No
MONTHLY P&I: 3,353.38 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0032001786 MORTGAGORS: XXXXXX, XXXXXX
ADDRESS : 000 XXXXXXXXXX XXXXXX #00
MORTGAGE AMT: 258,500.00 CITY SANTA XXXXXX
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CA 90403
UNPAID BALANCE: 254,504.700 OPTION TO CONVERT : No
MONTHLY P&I: 2,378.00 ANNUAL RATE ADJUST: 0.000
LTV : 43.08300 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0032033748 MORTGAGORS: BOGIS, XXXX
XXXXXXXXX, ZOE
ADDRESS : 00 XXXXXXXX XXXX
MORTGAGE AMT: 340,000.00 CITY WINCHESTER
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MA 01890
UNPAID BALANCE: 336,763.130 OPTION TO CONVERT : No
MONTHLY P&I: 3,056.02 ANNUAL RATE ADJUST: 0.000
LTV : 66.01900 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0032041758 MORTGAGORS: HEJA, XXXX
ADDRESS : 00-00 XXXXXXXXXX XXXXXXX
MORTGAGE AMT: 74,000.00 CITY DOUGLASTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.90000 NY 11363
UNPAID BALANCE: 72,597.160 OPTION TO CONVERT : No
MONTHLY P&I: 661.00 ANNUAL RATE ADJUST: 0.000
LTV : 45.55200 OUTSIDE CONV DATE:
CURRENT INT 6.90000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0032043200 MORTGAGORS: XXXXXX, XXXX
XXXXXX, XXXXX
ADDRESS : 0000 XXXXXXX XXXX
MORTGAGE AMT: 109,000.00 CITY BALTIMORE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MD 21234
UNPAID BALANCE: 107,962.310 OPTION TO CONVERT : No
MONTHLY P&I: 979.72 ANNUAL RATE ADJUST: 0.000
LTV : 94.78200 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0032067951 MORTGAGORS: XXXXX, XXXXXX
XXXXX, XXXXX
ADDRESS : 000 XXXXXX XXXX
MORTGAGE AMT: 283,000.00 CITY XXXXXX
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 MA 02468
UNPAID BALANCE: 280,361.620 OPTION TO CONVERT : No
MONTHLY P&I: 2,583.40 ANNUAL RATE ADJUST: 0.000
LTV : 59.57800 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0032070419 MORTGAGORS: XXXXXX, XXXX
XXXXXX, XXXXXXXX
ADDRESS : 0 XXXXX XXXX
MORTGAGE AMT: 288,000.00 CITY ESSEX
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 MA 01929
UNPAID BALANCE: 285,138.180 OPTION TO CONVERT : No
MONTHLY P&I: 2,508.79 ANNUAL RATE ADJUST: 0.000
LTV : 76.80000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0032080764 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXXXX
ADDRESS : 00000 XXXXXXX XXXX
MORTGAGE AMT: 300,000.00 CITY PHOENIX
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MD 21131
UNPAID BALANCE: 295,782.480 OPTION TO CONVERT : No
MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000
LTV : 63.15700 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0032085649 MORTGAGORS: CHO, KUM
PARK, KEUN
ADDRESS : 0000 XXXXXXXX XXXXX
MORTGAGE AMT: 169,000.00 CITY SAN LEANDRO
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 94577
UNPAID BALANCE: 166,848.510 OPTION TO CONVERT : No
MONTHLY P&I: 1,519.02 ANNUAL RATE ADJUST: 0.000
LTV : 74.77800 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0032085854 MORTGAGORS: XXXXXXXX, XXXXXXXX
XXXXXXX, XXXXXX
ADDRESS : 00 XXXXXXXXX XXXX
MORTGAGE AMT: 538,000.00 CITY DOVER
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MA 02030
UNPAID BALANCE: 529,321.730 OPTION TO CONVERT : No
MONTHLY P&I: 4,798.17 ANNUAL RATE ADJUST: 0.000
LTV : 43.73983 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0032085920 MORTGAGORS: XXXXXX, X.
XXXXXX, R.
ADDRESS : 0000 XXXXX XXXX
MORTGAGE AMT: 243,750.00 CITY CABIN XXXX
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MD 20818
UNPAID BALANCE: 239,733.860 OPTION TO CONVERT : No
MONTHLY P&I: 2,140.11 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0032086068 MORTGAGORS: XXXXX, XXXXXXX
XXXXX, XXXXX
ADDRESS : 0 XXXXXXX XX
MORTGAGE AMT: 325,000.00 CITY MEDFIELD
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MA 02052
UNPAID BALANCE: 319,665.370 OPTION TO CONVERT : No
MONTHLY P&I: 2,875.96 ANNUAL RATE ADJUST: 0.000
LTV : 54.16600 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0070033568 MORTGAGORS: XXXXXXXX, G
XXXXXXXX, XXXXX
ADDRESS : 27274 XXXXXXX PLACE
MORTGAGE AMT: 219,500.00 CITY VALENCIA
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 91355
UNPAID BALANCE: 201,753.610 OPTION TO CONVERT : No
MONTHLY P&I: 2,003.73 ANNUAL RATE ADJUST: 0.000
LTV : 78.39286 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 02/01/13
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:001
--------------------------------------------------------------------------------
LN # 0070742283 MORTGAGORS: XXXXXXX, XXXXXXX
XXXXXXX, XXXXXXX
ADDRESS : 00 XXXXXXXXX XXXXX
MORTGAGE AMT: 301,700.00 CITY LANDENBERG
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 PA 19350
UNPAID BALANCE: 301,700.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,711.76 ANNUAL RATE ADJUST: 0.000
LTV : 77.95866 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070816194 MORTGAGORS: XXX, XXXX
XXX, XXXXXXX
ADDRESS : 0000 XXXXXX XXXXXX
MORTGAGE AMT: 580,000.00 CITY DELANO
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MN 55328
UNPAID BALANCE: 580,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 5,213.20 ANNUAL RATE ADJUST: 0.000
LTV : 71.60494 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070823141 MORTGAGORS: XXXXX, XXXXXXX
XXXXX, XXXXXX
ADDRESS : 0000 XXXXXXXXX XXXXXXX NO
MORTGAGE AMT: 273,600.00 CITY IJAMSVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MD 21754
UNPAID BALANCE: 271,608.760 OPTION TO CONVERT : No
MONTHLY P&I: 2,459.19 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070827043 MORTGAGORS: XXXXXXXXX, XXXX
XXXXXXXXX, XXXXX
ADDRESS : 00 XXXXX'X XXXX
MORTGAGE AMT: 302,300.00 CITY NEWBURY
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MA 01950
UNPAID BALANCE: 301,346.260 OPTION TO CONVERT : No
MONTHLY P&I: 2,717.16 ANNUAL RATE ADJUST: 0.000
LTV : 69.49425 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070832746 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXXXX
ADDRESS : 00 XXXXXX XXX XXXXX
MORTGAGE AMT: 260,400.00 CITY NEWTOWN
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 PA 18940
UNPAID BALANCE: 260,400.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,304.30 ANNUAL RATE ADJUST: 0.000
LTV : 34.03922 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070837695 MORTGAGORS: FORD XXXX, XXXXXXXX
FORD XXXX, XXXX
ADDRESS : 000 XXXX XXXXXX XXXXXX
MORTGAGE AMT: 500,000.00 CITY CARLISLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 MA 01741
UNPAID BALANCE: 498,439.590 OPTION TO CONVERT : No
MONTHLY P&I: 4,529.16 ANNUAL RATE ADJUST: 0.000
LTV : 66.66667 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070838412 MORTGAGORS: XXXXXXX, XXXXX
XXXXXXX, XXXXXXXXX
ADDRESS : 2 OVER ROCK LANE
MORTGAGE AMT: 294,000.00 CITY WESTPORT
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CT 06880
UNPAID BALANCE: 294,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,622.05 ANNUAL RATE ADJUST: 0.000
LTV : 57.64706 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070840947 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXXXX
XXXXXX, XXXXX
ADDRESS : 0000 XXXXXXXXX XXXXX
MORTGAGE AMT: 261,400.00 CITY MARRIETA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 GA 30068
UNPAID BALANCE: 261,400.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,331.31 ANNUAL RATE ADJUST: 0.000
LTV : 58.21826 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070850748 MORTGAGORS: XXXXXX, XXXXXX
ADDRESS : 0000 XXXX XXXXX XXXXX
MORTGAGE AMT: 413,000.00 CITY ORLANDO
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 32836
UNPAID BALANCE: 413,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,683.36 ANNUAL RATE ADJUST: 0.000
LTV : 59.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070851381 MORTGAGORS: XXXX, XXXXXX
XXXX, XXXXX
ADDRESS : 5704 GRAND
MORTGAGE AMT: 288,750.00 CITY WESTERN SPR
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 IL 60558
UNPAID BALANCE: 288,750.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,334.06 ANNUAL RATE ADJUST: 0.000
LTV : 73.10127 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 08/01/09
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:111
--------------------------------------------------------------------------------
LN # 0070852926 MORTGAGORS: XXXXXXXX, XXXXXXX
XXXXXXXX, XXXX
ADDRESS : 0 XXXXXXXXXX XXXXX
MORTGAGE AMT: 277,000.00 CITY NORTH EASTO
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MA 02356
UNPAID BALANCE: 276,106.930 OPTION TO CONVERT : No
MONTHLY P&I: 2,451.20 ANNUAL RATE ADJUST: 0.000
LTV : 58.31579 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070856299 MORTGAGORS: XXXXXX, XXXXX
XXXXXX, XXXXX
ADDRESS : 0000 XXXX XXXX XXXXXX
MORTGAGE AMT: 309,300.00 CITY PHOENIX
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 AZ 85044
UNPAID BALANCE: 309,300.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,571.34 ANNUAL RATE ADJUST: 0.000
LTV : 57.27778 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 08/01/09
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:111
--------------------------------------------------------------------------------
LN # 0070863295 MORTGAGORS: XXXXXXXXX, XXXXXX
XXXXXXXXX, XX XXX
ADDRESS : 0000 XXXXXXXX XXXXXX NORT
MORTGAGE AMT: 471,800.00 CITY WASHINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 DC 20016
UNPAID BALANCE: 471,800.000 OPTION TO CONVERT : No
MONTHLY P&I: 4,240.67 ANNUAL RATE ADJUST: 0.000
LTV : 64.89684 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070863915 MORTGAGORS: XXXXXXXXX, XXXXXXX
ADDRESS : 0000 XXXXXXXXXX XXXXXX
MORTGAGE AMT: 395,000.00 CITY ENCINITAS
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92024
UNPAID BALANCE: 393,740.200 OPTION TO CONVERT : No
MONTHLY P&I: 3,522.82 ANNUAL RATE ADJUST: 0.000
LTV : 63.20000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070864038 MORTGAGORS: XXXXXXX, XXXXXX
XXXXXXX, XXX
ADDRESS : 000 XXXXXXXX XXXXX XXXX
MORTGAGE AMT: 300,000.00 CITY MOORESTOWN
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 NJ 08057
UNPAID BALANCE: 300,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,696.48 ANNUAL RATE ADJUST: 0.000
LTV : 46.15385 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070867510 MORTGAGORS: XXXXXXXXX, XXXX
XXXXXXXXX, XXXX
ADDRESS : 0000 XXXXX XXXXXX XXXX
MORTGAGE AMT: 495,000.00 CITY FORT COLLIN
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CO 80524
UNPAID BALANCE: 495,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 4,449.20 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070869425 MORTGAGORS: NIYAREPOLA, XXXXXX
XXXXXXXXXX, C
ADDRESS : 0000 XXXXX XXXX
MORTGAGE AMT: 275,000.00 CITY MONTROSE
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 91020
UNPAID BALANCE: 273,168.200 OPTION TO CONVERT : No
MONTHLY P&I: 2,491.04 ANNUAL RATE ADJUST: 0.000
LTV : 76.38889 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070870522 MORTGAGORS: XXXXXX, XXXXXXX
XXXXXX, XXXX
XXXXXX, XXXX
ADDRESS : 00 XXXXXXXX XXXXX
MORTGAGE AMT: 375,200.00 CITY TOMS RIVER
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 NJ 08753
UNPAID BALANCE: 375,200.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,372.40 ANNUAL RATE ADJUST: 0.000
LTV : 76.57143 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070874185 MORTGAGORS: XXXXXX, XXXXXX
XXXXX, XXXXXXX
ADDRESS : 00 XXXXXXXX XXXXXX
MORTGAGE AMT: 308,000.00 CITY NEWARK
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 DE 19711
UNPAID BALANCE: 308,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,768.39 ANNUAL RATE ADJUST: 0.000
LTV : 61.47705 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070880182 MORTGAGORS: CASE, XXXX
XXXX, XXXXX
ADDRESS : 16273 SKI SLOPE WAY
MORTGAGE AMT: 373,000.00 CITY TRUCKEE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 96161
UNPAID BALANCE: 370,613.900 OPTION TO CONVERT : No
MONTHLY P&I: 3,326.62 ANNUAL RATE ADJUST: 0.000
LTV : 79.87152 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070907829 MORTGAGORS: XXXXXXX, XXXXXXX
XXXXXXX, XXXX MAY
XXXXXXX, XXXXXX
XXXXXXXX, XXXXXX
ADDRESS : 833 AVENUE A
MORTGAGE AMT: 389,950.00 CITY XXXXXXX XXX
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 90277
UNPAID BALANCE: 389,950.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,423.74 ANNUAL RATE ADJUST: 0.000
LTV : 76.46078 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070910328 MORTGAGORS: XXXXXX, XXXXXXX
ADDRESS : 0000 XXXXXXX XXXXX
MORTGAGE AMT: 144,000.00 CITY SAN DIEGO
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 92117
UNPAID BALANCE: 143,545.690 OPTION TO CONVERT : No
MONTHLY P&I: 1,294.31 ANNUAL RATE ADJUST: 0.000
LTV : 60.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070912001 MORTGAGORS: XXXXXXX, XXXXXXX
ADDRESS : 0000 XXXXX XXXXXXX XXXXXX
MORTGAGE AMT: 123,000.00 CITY SIMI VALLEY
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 93065
UNPAID BALANCE: 122,611.940 OPTION TO CONVERT : No
MONTHLY P&I: 1,105.56 ANNUAL RATE ADJUST: 0.000
LTV : 60.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070912191 MORTGAGORS: LIBRETTO, XXXX
XXXXXXXX, XXXXXXX
ADDRESS : 00 XXXXXXXX XXXXX
MORTGAGE AMT: 276,100.00 CITY XXXX ROCK
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 NJ 07452
UNPAID BALANCE: 276,100.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,539.91 ANNUAL RATE ADJUST: 0.000
LTV : 63.47126 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070922075 MORTGAGORS: XXXXXXX, XXXXX
XXXXXXX, XXXXXX
ADDRESS : 000 XXXXXX XXXXXX
MORTGAGE AMT: 261,375.00 CITY BALTIMORE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MD 21228
UNPAID BALANCE: 261,375.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,349.31 ANNUAL RATE ADJUST: 0.000
LTV : 75.69505 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070923123 MORTGAGORS: XXXXXXXXXX, XXXXXX
XXXXXXX, XXXXX
ADDRESS : 000 XXX XXXXXXX XXXX
MORTGAGE AMT: 345,000.00 CITY SUDBURY
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MA 01776
UNPAID BALANCE: 345,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,076.90 ANNUAL RATE ADJUST: 0.000
LTV : 67.64706 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070923313 MORTGAGORS: XXXXXXX, XXXXXX
XXXXXXX, XXXXX
ADDRESS : 000 XXXXXXX XXXX
MORTGAGE AMT: 152,950.00 CITY PAOLI
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 PA 19301
UNPAID BALANCE: 152,503.070 OPTION TO CONVERT : No
MONTHLY P&I: 1,450.65 ANNUAL RATE ADJUST: 0.000
LTV : 95.00000 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070925151 MORTGAGORS: XXX, XXX JUN
ADDRESS : 000 XXXXXXXX XXXX
MORTGAGE AMT: 450,000.00 CITY PASADENA
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 91107
UNPAID BALANCE: 448,595.640 OPTION TO CONVERT : No
MONTHLY P&I: 4,076.24 ANNUAL RATE ADJUST: 0.000
LTV : 60.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070927868 MORTGAGORS: XXXXX, XXXXXX
ADDRESS : 0000 XXXXXX XXXXXX
MORTGAGE AMT: 280,000.00 CITY LOS ANGELES
:\
STATE/ZIP :\
LIFETIME RATE : 7.62500 CA 91356
UNPAID BALANCE: 278,962.340 OPTION TO CONVERT : No
MONTHLY P&I: 2,615.56 ANNUAL RATE ADJUST: 0.000
LTV : 56.00000 OUTSIDE CONV DATE:
CURRENT INT 7.62500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070928189 MORTGAGORS: XXXXXXXXX, XXXXXX
XXXXXXXXX, XXXXXX
ADDRESS : 0000 XXXXXXXX XXXXX
MORTGAGE AMT: 354,800.00 CITY WACO
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 TX 76710
UNPAID BALANCE: 354,800.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,189.04 ANNUAL RATE ADJUST: 0.000
LTV : 64.50909 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070937479 MORTGAGORS: XXXXXXX, XXXXX
XXXXXXX, XXXXXXX
ADDRESS : 0000 XXXXXXXXX XXXXX
MORTGAGE AMT: 240,000.00 CITY FRISCO
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 TX 75034
UNPAID BALANCE: 240,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,190.87 ANNUAL RATE ADJUST: 0.000
LTV : 73.84615 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070952627 MORTGAGORS: ADATTO, XXXXXXX
XXXXXXXX, XXXXXX
ADDRESS : 0000 XXXXXXXX XXXX WEST
MORTGAGE AMT: 340,000.00 CITY SEATTLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 XX 00000
UNPAID BALANCE: 340,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,151.84 ANNUAL RATE ADJUST: 0.000
LTV : 39.53488 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070959564 MORTGAGORS: XX XXXXX, XXXXXXXXXX
ADDRESS : 0000 XXXXXXXXX XXXXXX
MORTGAGE AMT: 420,000.00 CITY DALLAS
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 TX 75230
UNPAID BALANCE: 420,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,834.02 ANNUAL RATE ADJUST: 0.000
LTV : 65.11628 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070966197 MORTGAGORS: XXXXX, XXXXXXX
XXXXX, XXXX
ADDRESS : 00X XXXXXXX XX
MORTGAGE AMT: 288,000.00 CITY SOUTHBOROUG
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 MA 01745
UNPAID BALANCE: 288,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,731.54 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070966221 MORTGAGORS: XXXXXXX, XXXXX
ADDRESS : 0000 XXXXX XX
MORTGAGE AMT: 433,600.00 CITY LOS ANGELES
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CA 91403
UNPAID BALANCE: 433,600.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,988.79 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070969571 MORTGAGORS: XXXXXXX, XXXXXX
XXXXXXX, XXXXXX
ADDRESS : 0000 XXXX XXXXX XXXX
MORTGAGE AMT: 64,500.00 CITY TOWSON
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MD 21286
UNPAID BALANCE: 64,500.000 OPTION TO CONVERT : No
MONTHLY P&I: 579.74 ANNUAL RATE ADJUST: 0.000
LTV : 75.88235 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0070970132 MORTGAGORS: CHOI, NAK
XXXX, XXXXX
ADDRESS : 0000 000XX XXXXXX XX
MORTGAGE AMT: 281,000.00 CITY BELLEVUE
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 XX 00000
UNPAID BALANCE: 281,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,604.90 ANNUAL RATE ADJUST: 0.000
LTV : 73.36815 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080019078 MORTGAGORS: XXXXX, XXXXXX
XXXXX, XXXXXX
ADDRESS : 00000 XXXXXXXXXXX XXXX
MORTGAGE AMT: 348,000.00 CITY COLUMBIA
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MD 21044
UNPAID BALANCE: 344,686.960 OPTION TO CONVERT : No
MONTHLY P&I: 3,127.93 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080019706 MORTGAGORS: XXXXXXXX, XXXXXX
XXXXXXXX, XXXXXXX
ADDRESS : 000 XXXXXXXXXX XXXX
MORTGAGE AMT: 241,000.00 CITY GREENWICH
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CT 06807
UNPAID BALANCE: 238,680.870 OPTION TO CONVERT : No
MONTHLY P&I: 2,149.37 ANNUAL RATE ADJUST: 0.000
LTV : 4.01667 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080022213 MORTGAGORS: XXXXX, XXXXXX
XXXXX, XXXXXXX
ADDRESS : 0000 XXXXXXX XXXXX
MORTGAGE AMT: 223,000.00 CITY COLUMBIA
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 MD 21044
UNPAID BALANCE: 220,876.680 OPTION TO CONVERT : No
MONTHLY P&I: 2,035.68 ANNUAL RATE ADJUST: 0.000
LTV : 64.63768 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080036304 MORTGAGORS: VENNOS, XXXXXX
XXX, XXXXX
ADDRESS : 00 XXXXXXXXXX XX
MORTGAGE AMT: 400,000.00 CITY SALISBURY
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MD 21801
UNPAID BALANCE: 398,724.250 OPTION TO CONVERT : No
MONTHLY P&I: 3,567.42 ANNUAL RATE ADJUST: 0.000
LTV : 88.88889 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080036817 MORTGAGORS: XXXXXXX, XXXXXX
XXXXXXX, XXXXXX
XXXXXXX, XXXXXX
ADDRESS : 00000 XXXXXXXX XXXX
MORTGAGE AMT: 607,000.00 CITY PLAINFIELD
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 IL 60544
UNPAID BALANCE: 596,998.760 OPTION TO CONVERT : No
MONTHLY P&I: 5,329.42 ANNUAL RATE ADJUST: 0.000
LTV : 66.34000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080036916 MORTGAGORS: XXXXXX, XXXXX
XXXXXX, XXXXXXXX
ADDRESS : 0000 Xxxxxxx Xxxxx
MORTGAGE AMT: 351,000.00 CITY JONESBORO
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 AR 72404
UNPAID BALANCE: 344,113.880 OPTION TO CONVERT : No
MONTHLY P&I: 3,106.03 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 02/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080036940 MORTGAGORS: XXXXXXXXX, XXXXX
ADDRESS : 0000 X. XXXXXX XXXXX
MORTGAGE AMT: 600,000.00 CITY SPRINGFIELD
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MO 65809
UNPAID BALANCE: 590,218.280 OPTION TO CONVERT : No
MONTHLY P&I: 5,309.46 ANNUAL RATE ADJUST: 0.000
LTV : 70.59000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080036965 MORTGAGORS: XXXXXXXXX, XXXX
XXXXXXXXX, XXXXXXX
XXXXXXXXX, XXXXXXX
ADDRESS : 0000 XXXXX 00XX XXXXXX
MORTGAGE AMT: 647,500.00 CITY LINCOLN
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 NE 68506
UNPAID BALANCE: 639,168.240 OPTION TO CONVERT : No
MONTHLY P&I: 5,774.76 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080036973 MORTGAGORS: XXXXX, XXXXXXX
ADDRESS : 00 XXXXXX XXXXXXXXX
MORTGAGE AMT: 300,000.00 CITY GREAT NECK
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 NY 11023
UNPAID BALANCE: 244,477.600 OPTION TO CONVERT : No
MONTHLY P&I: 2,781.04 ANNUAL RATE ADJUST: 0.000
LTV : 58.25000 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080037005 MORTGAGORS: XXXXXX, XXXXX
ADDRESS : 0000 XXXX XXXXXX
MORTGAGE AMT: 344,000.00 CITY CHICAGO
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 IL 60657
UNPAID BALANCE: 338,391.810 OPTION TO CONVERT : No
MONTHLY P&I: 3,044.09 ANNUAL RATE ADJUST: 0.000
LTV : 48.79000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080037062 MORTGAGORS: XXXX, XXXXXX
XXXX, XXXXXXXX
XXXX, XXXXXXXX
ADDRESS : 0000 XXXXX XXXX
MORTGAGE AMT: 328,000.00 CITY ST AUGUSTINE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 FL 32084
UNPAID BALANCE: 322,652.670 OPTION TO CONVERT : No
MONTHLY P&I: 2,902.50 ANNUAL RATE ADJUST: 0.000
LTV : 69.05000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080037112 MORTGAGORS: XXXXXXXXXX, XXXX
XXXXXXXXXX, XXXXX
XXXXXXXXXX, XXXXX
ADDRESS : 0000 XXXXXXXXXXX XXXXX
MORTGAGE AMT: 320,000.00 CITY VERONA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 WI 53593
UNPAID BALANCE: 314,838.210 OPTION TO CONVERT : No
MONTHLY P&I: 2,853.93 ANNUAL RATE ADJUST: 0.000
LTV : 77.11000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080037161 MORTGAGORS: XXXXXXX, XXXXXX
XXXXXXX, XXXXXXX
XXXXXXX, XXXXXXX
ADDRESS : 00 XXXXXX XXXXX XX
MORTGAGE AMT: 330,000.00 CITY DARIEN
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CT 06820
UNPAID BALANCE: 324,504.990 OPTION TO CONVERT : No
MONTHLY P&I: 2,874.65 ANNUAL RATE ADJUST: 0.000
LTV : 50.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080038110 MORTGAGORS: XXXXX, XXXXX
XXXXX, XXXXXXX
ADDRESS : 0000 XXXXXXXX XXXX
MORTGAGE AMT: 297,000.00 CITY POTOMAC
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MD 20854
UNPAID BALANCE: 291,295.250 OPTION TO CONVERT : No
MONTHLY P&I: 2,669.52 ANNUAL RATE ADJUST: 0.000
LTV : 87.35294 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 02/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080040561 MORTGAGORS: XXXXXX, XXXX
ADDRESS : 0000 XXXXXXXX XXXXXX
MORTGAGE AMT: 348,000.00 CITY BRENTWOOD
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 94513
UNPAID BALANCE: 344,686.960 OPTION TO CONVERT : No
MONTHLY P&I: 3,127.93 ANNUAL RATE ADJUST: 0.000
LTV : 79.54286 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080053143 MORTGAGORS: XXXXXXX, XXXXXXX
XXXXXXX, XXXX
ADDRESS : 00 XXXXXX XXX XXXX
MORTGAGE AMT: 268,000.00 CITY MAMMOTH LAK
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 93546
UNPAID BALANCE: 267,145.250 OPTION TO CONVERT : No
MONTHLY P&I: 2,390.17 ANNUAL RATE ADJUST: 0.000
LTV : 67.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080055684 MORTGAGORS: XXXXXXXX, XXXXXXX
XXXXXXXX, XXXXXXXX
ADDRESS : 0000 XXXXXX XXXXX XXXXX
MORTGAGE AMT: 246,000.00 CITY SAN XXXX
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 95119
UNPAID BALANCE: 244,190.790 OPTION TO CONVERT : No
MONTHLY P&I: 2,193.96 ANNUAL RATE ADJUST: 0.000
LTV : 70.28571 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080056195 MORTGAGORS: KING, XXXXX
XXXX, XXX
ADDRESS : 00000 XXXXX XX
MORTGAGE AMT: 264,800.00 CITY LAGUNA HILL
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92653
UNPAID BALANCE: 262,251.780 OPTION TO CONVERT : No
MONTHLY P&I: 2,361.64 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080066194 MORTGAGORS: XXXXXXX, XXXXXXXXX
XXXXXXX, XXXXX
ADDRESS : 0000 XXXXXXX XXXXX XXXXX
MORTGAGE AMT: 244,000.00 CITY CHULA VISTA
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CA 91915
UNPAID BALANCE: 242,499.940 OPTION TO CONVERT : No
MONTHLY P&I: 2,244.61 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:352
--------------------------------------------------------------------------------
LN # 0080070097 MORTGAGORS: XXXXXXXX, XXX
XXXXXXXX, XXXXX
ADDRESS : 0000 XXXX XXXXX XXXXX XXX
MORTGAGE AMT: 264,000.00 CITY ANAHEIM
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92807
UNPAID BALANCE: 262,311.180 OPTION TO CONVERT : No
MONTHLY P&I: 2,354.50 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080073935 MORTGAGORS: XXXX, XXXXX
ADDRESS : 0000 XXXXXXXXXX XXXX
MORTGAGE AMT: 75,000.00 CITY JAMESVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 NY 13078
UNPAID BALANCE: 75,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 684.65 ANNUAL RATE ADJUST: 0.000
LTV : 48.38710 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080075229 MORTGAGORS: XXXXXXX, XXXXX
XXXXXXX, XXXX
ADDRESS : 00000 XXXXXXX XXXXXX
MORTGAGE AMT: 355,200.00 CITY CHATSWORTH
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 91311
UNPAID BALANCE: 351,854.660 OPTION TO CONVERT : No
MONTHLY P&I: 3,217.52 ANNUAL RATE ADJUST: 0.000
LTV : 79.82022 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080078363 MORTGAGORS: XXXXXX, XXXXXXX
XXXXXX, XXXXXX
ADDRESS : 000 XXXXXX XXXX
MORTGAGE AMT: 300,000.00 CITY WILMETTE
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 IL 60091
UNPAID BALANCE: 300,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,592.75 ANNUAL RATE ADJUST: 0.000
LTV : 30.61224 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080082209 MORTGAGORS: XXXXXX, XXXXXXX
XXXXXXXX, XXXXXXXX
ADDRESS : 0 XXXXXX XXXX
MORTGAGE AMT: 380,000.00 CITY CONCORD
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 MA 01742
UNPAID BALANCE: 380,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,284.15 ANNUAL RATE ADJUST: 0.000
LTV : 59.38428 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080082480 MORTGAGORS: Vignetti, Xxxxxx
XXXXX, XXXXX
ADDRESS : 0000 Xxxxxxxx Xxxxx
MORTGAGE AMT: 300,000.00 CITY Ponte Vedra Beach
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 FL 32082
UNPAID BALANCE: 299,063.750 OPTION TO CONVERT : No
MONTHLY P&I: 2,717.49 ANNUAL RATE ADJUST: 0.000
LTV : 93.17000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080086648 MORTGAGORS: XXXXXXX, XXXX
XXXXXXX, ARLLYN
ADDRESS : 00000 XXXXXXXX XX
MORTGAGE AMT: 600,000.00 CITY LAKESIDE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MI 49116
UNPAID BALANCE: 584,380.440 OPTION TO CONVERT : No
MONTHLY P&I: 5,351.13 ANNUAL RATE ADJUST: 0.000
LTV : 66.66667 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 12/01/13
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080092356 MORTGAGORS: XXXXXXXX, XXXX
XXXXXXXX, XXX
ADDRESS : 0000 XXXX XXXX XXXX
MORTGAGE AMT: 700,000.00 CITY ENCINITAS
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92024
UNPAID BALANCE: 697,767.430 OPTION TO CONVERT : No
MONTHLY P&I: 6,242.99 ANNUAL RATE ADJUST: 0.000
LTV : 60.08584 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:109
--------------------------------------------------------------------------------
LN # 0080094345 MORTGAGORS: XXXXXXX, XXXX
ADDRESS : 0000 XXXXXX XXXXX XXXX
MORTGAGE AMT: 365,000.00 CITY ANNAPOLIS
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 MD 21401
UNPAID BALANCE: 362,715.030 OPTION TO CONVERT : No
MONTHLY P&I: 3,306.29 ANNUAL RATE ADJUST: 0.000
LTV : 63.47826 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080097371 MORTGAGORS: XXXXXXXX, XXXXX
XXXXXXXX, XXXXXX
ADDRESS : 00000 XXXXXXXX XXXX
MORTGAGE AMT: 492,500.00 CITY ELLICOTT CI
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MD 21042
UNPAID BALANCE: 481,313.840 OPTION TO CONVERT : No
MONTHLY P&I: 4,392.38 ANNUAL RATE ADJUST: 0.000
LTV : 41.56118 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 01/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080099278 MORTGAGORS: XXXXXX, XXXX
XXXXXX, XXXXXX
ADDRESS : 000 XXXXXXX XXXXX
MORTGAGE AMT: 649,000.00 CITY LOS GATOS
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 95032
UNPAID BALANCE: 640,648.970 OPTION TO CONVERT : No
MONTHLY P&I: 5,788.13 ANNUAL RATE ADJUST: 0.000
LTV : 40.56250 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080099831 MORTGAGORS: XXXXXX, XXXXXXX
XXXXXX, XXXXXX
ADDRESS : 0000 XXXXX XXXXXX XXXX
MORTGAGE AMT: 266,850.00 CITY LEWISVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.12500 NC 27023
UNPAID BALANCE: 266,850.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,269.89 ANNUAL RATE ADJUST: 0.000
LTV : 56.89765 OUTSIDE CONV DATE:
CURRENT INT 6.12500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080101546 MORTGAGORS: XXXXXXX, XXXXXXX
ADDRESS : 00000 XXXXXXXXXXX XXXXX
MORTGAGE AMT: 307,450.00 CITY RENO
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 XX 00000
UNPAID BALANCE: 305,525.310 OPTION TO CONVERT : No
MONTHLY P&I: 2,784.98 ANNUAL RATE ADJUST: 0.000
LTV : 79.99781 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080102924 MORTGAGORS: XXXXXXX, XXXXXXX
XXXXXXX, XXXXXXXXX
ADDRESS : 00 XXXXXXXXXXX XXXX
MORTGAGE AMT: 300,000.00 CITY WALPOLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MA 02081
UNPAID BALANCE: 299,053.520 OPTION TO CONVERT : No
MONTHLY P&I: 2,696.48 ANNUAL RATE ADJUST: 0.000
LTV : 58.82353 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080111388 MORTGAGORS: XXXXXXXXXXX, XXXXXXX
ADDRESS : 0000 XXXXXXXXX XXXXXXXXX
MORTGAGE AMT: 303,900.00 CITY WASHINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 DC 20016
UNPAID BALANCE: 302,951.590 OPTION TO CONVERT : No
MONTHLY P&I: 2,752.82 ANNUAL RATE ADJUST: 0.000
LTV : 79.99474 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080114556 MORTGAGORS: HOLLAND, XXXXXXX
XXXXXXX, XXX
ADDRESS : 000 XXXXXX XXXXXX XXXXX
MORTGAGE AMT: 320,000.00 CITY ROSWELL
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 GA 30075
UNPAID BALANCE: 318,945.780 OPTION TO CONVERT : No
MONTHLY P&I: 2,787.55 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080115066 MORTGAGORS: XXXXXX, XXXXX
XXXXXX, XXXXXXXXX
ADDRESS : 00 XXXXXXX XXXXXX
MORTGAGE AMT: 454,000.00 CITY HYANNIS POR
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MA 02647
UNPAID BALANCE: 452,520.370 OPTION TO CONVERT : No
MONTHLY P&I: 3,986.09 ANNUAL RATE ADJUST: 0.000
LTV : 41.27273 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080115397 MORTGAGORS: KENMORE, CLAY
ADDRESS : 0000 XXX XXXX XXXX
MORTGAGE AMT: 650,000.00 CITY STOCKBRIDGE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 GA 30281
UNPAID BALANCE: 647,926.910 OPTION TO CONVERT : No
MONTHLY P&I: 5,797.05 ANNUAL RATE ADJUST: 0.000
LTV : 72.22222 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080116395 MORTGAGORS: XXXX, XXXXXX
XXXX, XXXX
ADDRESS : 43418 TURNBERRY ISLE COUR
MORTGAGE AMT: 315,000.00 CITY LEESBURG
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 VA 20176
UNPAID BALANCE: 313,995.350 OPTION TO CONVERT : No
MONTHLY P&I: 2,809.34 ANNUAL RATE ADJUST: 0.000
LTV : 76.82927 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080116817 MORTGAGORS: XXXX, XXXX
XXXX, XXXXXXX
ADDRESS : 000 XXXX XXXX XXXX
MORTGAGE AMT: 315,000.00 CITY RIEGELSVILL
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 PA 18077
UNPAID BALANCE: 314,048.660 OPTION TO CONVERT : No
MONTHLY P&I: 2,920.09 ANNUAL RATE ADJUST: 0.000
LTV : 68.47826 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080119449 MORTGAGORS: XXXXXXX, XXXXXX
XXXXXXX, XXXX
ADDRESS : 0 XXXXXX XXXX
MORTGAGE AMT: 309,300.00 CITY MENDHAM
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 NJ 07945
UNPAID BALANCE: 309,300.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,823.48 ANNUAL RATE ADJUST: 0.000
LTV : 83.59459 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080119761 MORTGAGORS: XXXXXX, XXXXX
XXXXXX, XXXXXX
ADDRESS : 00 XXXXXX XXXX
MORTGAGE AMT: 361,600.00 CITY HARVARD
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MA 01451
UNPAID BALANCE: 361,600.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,250.16 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080119795 MORTGAGORS: XXXXXXXXXX, XXXXX
XXXXXXXXXX, XXXXX
ADDRESS : 000 X XXXX XXXXXX XXXXXX
MORTGAGE AMT: 460,000.00 CITY ANAHEIM
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 92808
UNPAID BALANCE: 458,580.000 OPTION TO CONVERT : No
MONTHLY P&I: 4,199.17 ANNUAL RATE ADJUST: 0.000
LTV : 69.69697 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080126584 MORTGAGORS: XXXXXXX, XXXXXXX
XXXXXXX, XXXXXXX
ADDRESS : 0000 XXXXX XXXXXX
MORTGAGE AMT: 124,150.00 CITY SANTA MONIC
:\
STATE/ZIP :\
LIFETIME RATE : 6.12500 CA 90405
UNPAID BALANCE: 122,876.390 OPTION TO CONVERT : No
MONTHLY P&I: 1,056.06 ANNUAL RATE ADJUST: 0.000
LTV : 17.73571 OUTSIDE CONV DATE:
CURRENT INT 6.12500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080126675 MORTGAGORS: XXXXXXX, XXXXXX
ADDRESS : 00 XXXXX XXXX
MORTGAGE AMT: 370,000.00 CITY BERNARDSVIL
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 NJ 07924
UNPAID BALANCE: 366,431.540 OPTION TO CONVERT : No
MONTHLY P&I: 3,351.58 ANNUAL RATE ADJUST: 0.000
LTV : 43.52941 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080131279 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXXXX
ADDRESS : 0000 XXXXXXX XXXXX
MORTGAGE AMT: 600,000.00 CITY MENLO PARK
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 94025
UNPAID BALANCE: 598,086.370 OPTION TO CONVERT : No
MONTHLY P&I: 5,351.13 ANNUAL RATE ADJUST: 0.000
LTV : 50.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080133341 MORTGAGORS: XXXXX, XXXXXX
XXXXXXXXX, XXXXXX
ADDRESS : 312 AND 314 S GRETNA GREE
MORTGAGE AMT: 420,000.00 CITY LOS ANGELES
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 90049
UNPAID BALANCE: 418,703.480 OPTION TO CONVERT : No
MONTHLY P&I: 3,834.02 ANNUAL RATE ADJUST: 0.000
LTV : 60.43165 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080139231 MORTGAGORS: XXXXXXXXX, XXXXXXXX
XXXXXXXXX, XXXXXXXX
ADDRESS : 000 XXXXXXX XXXX
XXXXXXXX AMT: 251,460.00 CITY LAGRANGEVIL
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 NY 12540
UNPAID BALANCE: 250,622.640 OPTION TO CONVERT : No
MONTHLY P&I: 2,173.24 ANNUAL RATE ADJUST: 0.000
LTV : 89.99742 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080141591 MORTGAGORS: XXXXX, XXXX
ADDRESS : 0000 X XXXX XXX
MORTGAGE AMT: 59,000.00 CITY OKLAHOMA CI
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 OK 73159
UNPAID BALANCE: 58,135.580 OPTION TO CONVERT : No
MONTHLY P&I: 534.44 ANNUAL RATE ADJUST: 0.000
LTV : 78.66667 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080142193 MORTGAGORS: XXXXX, XXXXXX
XXXXX, XXXXXXXX
ADDRESS : 000 XXXXXXXXX XXXXX
MORTGAGE AMT: 284,000.00 CITY DANVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 94506
UNPAID BALANCE: 282,183.230 OPTION TO CONVERT : No
MONTHLY P&I: 2,532.87 ANNUAL RATE ADJUST: 0.000
LTV : 44.03101 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080142425 MORTGAGORS: XXXX, XXXXXXX
ADDRESS : 000X XXXXXXX XXXXX XXXX
MORTGAGE AMT: 40,000.00 CITY HENDERSONVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 NC 28739
UNPAID BALANCE: 40,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 365.15 ANNUAL RATE ADJUST: 0.000
LTV : 38.83495 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080142854 MORTGAGORS: XXXXXX TURNE, XXXXXX
XXXXXX XXXXX, XXXXXXX
ADDRESS : 00 XXXXXX XXXXXX
MORTGAGE AMT: 260,000.00 CITY GROVELAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MA 01834
UNPAID BALANCE: 259,161.730 OPTION TO CONVERT : No
MONTHLY P&I: 2,300.76 ANNUAL RATE ADJUST: 0.000
LTV : 61.03286 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080143472 MORTGAGORS: XXXXXXXX, XXXXXXX
XXXXXXXX, XXXX
ADDRESS : 000 XXXX XXXXX
MORTGAGE AMT: 390,000.00 CITY EL DORADO H
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 95762
UNPAID BALANCE: 388,756.150 OPTION TO CONVERT : No
MONTHLY P&I: 3,478.23 ANNUAL RATE ADJUST: 0.000
LTV : 73.58491 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080144033 MORTGAGORS: XXXXXX, XXXXXXXXXXX
XXXXXX, XXXX
ADDRESS : 000 XXXXX XXXXX
MORTGAGE AMT: 650,000.00 CITY Honolulu
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 HI 96825
UNPAID BALANCE: 642,073.750 OPTION TO CONVERT : No
MONTHLY P&I: 6,025.58 ANNUAL RATE ADJUST: 0.000
LTV : 72.22000 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080144124 MORTGAGORS: XXXX, XXX
ADDRESS : 0000 XXX XXXXXXX XXXXX
MORTGAGE AMT: 750,000.00 CITY Woodstock
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 GA 30188
UNPAID BALANCE: 742,626.460 OPTION TO CONVERT : No
MONTHLY P&I: 6,584.95 ANNUAL RATE ADJUST: 0.000
LTV : 62.50000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080147051 MORTGAGORS: XXXXXXX, XXXX
XXXXXXX, XXXXX
ADDRESS : 248 GOLDEN HIND PASSAGE
MORTGAGE AMT: 300,000.00 CITY CORTE XXXXX
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 94925
UNPAID BALANCE: 300,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000
LTV : 64.51613 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080149594 MORTGAGORS: XXXXXXXXX, XXXXXX
XXXXXXXXX, XXXXXX
ADDRESS : 0000 XXXX XXXXXXXX XXXXX
MORTGAGE AMT: 255,300.00 CITY PHOENIX
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 AZ 85310
UNPAID BALANCE: 254,528.970 OPTION TO CONVERT : No
MONTHLY P&I: 2,366.66 ANNUAL RATE ADJUST: 0.000
LTV : 94.98863 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080155955 MORTGAGORS: XXXXXXX, XXXX
XXXXXXX, XXXXXX
ADDRESS : 0 XXXXXXX XXXX
MORTGAGE AMT: 830,000.00 CITY RANCHO PALO
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 CA 90275
UNPAID BALANCE: 827,493.290 OPTION TO CONVERT : No
MONTHLY P&I: 7,694.21 ANNUAL RATE ADJUST: 0.000
LTV : 59.28571 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:109
--------------------------------------------------------------------------------
LN # 0080157035 MORTGAGORS: JUST, XXXXX
XXXX, XXXXX
ADDRESS : 0 XXXX XXXX
MORTGAGE AMT: 280,000.00 CITY XXXXXX
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 MA 01969
UNPAID BALANCE: 279,145.040 OPTION TO CONVERT : No
MONTHLY P&I: 2,575.79 ANNUAL RATE ADJUST: 0.000
LTV : 79.54545 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080160971 MORTGAGORS: ZAYAN, AHMED
XXXXX, XXXXXXXX
ADDRESS : 00 XXXXXX XXXXX XXXX
MORTGAGE AMT: 300,000.00 CITY MONROE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CT 06468
UNPAID BALANCE: 297,113.100 OPTION TO CONVERT : No
MONTHLY P&I: 2,675.56 ANNUAL RATE ADJUST: 0.000
LTV : 55.05597 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080162787 MORTGAGORS: XXXXXXX, XXXXXXX
XXXXXXX, XXXXXXXX
ADDRESS : 000 XXXXXXX XXXX
MORTGAGE AMT: 360,000.00 CITY SACRAMENTO
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 95825
UNPAID BALANCE: 358,839.330 OPTION TO CONVERT : No
MONTHLY P&I: 3,185.67 ANNUAL RATE ADJUST: 0.000
LTV : 75.31381 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080173214 MORTGAGORS: XXXXXX, XXXX
XXXXXX, XXXXXXX
ADDRESS : 0000 XXXXX XXXXX XXXXX
MORTGAGE AMT: 310,000.00 CITY XXXXXX SPRI
:\
STATE/ZIP :\
LIFETIME RATE : 7.75000 FL 34135
UNPAID BALANCE: 309,084.130 OPTION TO CONVERT : No
MONTHLY P&I: 2,917.95 ANNUAL RATE ADJUST: 0.000
LTV : 89.53870 OUTSIDE CONV DATE:
CURRENT INT 7.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080177835 MORTGAGORS: XXXXXXXX, XXXXXX
ADDRESS : 0000 XXXXXXXX XXXXXX
MORTGAGE AMT: 440,000.00 CITY STOCKTON
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CA 95219
UNPAID BALANCE: 438,656.510 OPTION TO CONVERT : No
MONTHLY P&I: 4,047.66 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080180425 MORTGAGORS: XXXXXX, XXXX
ADDRESS : 00000 XXXX XXXX
MORTGAGE AMT: 447,000.00 CITY CORNELIUS
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 NC 28031
UNPAID BALANCE: 445,650.000 OPTION TO CONVERT : No
MONTHLY P&I: 4,143.75 ANNUAL RATE ADJUST: 0.000
LTV : 84.33962 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080189467 MORTGAGORS: XXX, XXXX
XXX, XXXXX
ADDRESS : 0 XXXXXXXXXX XXXX
MORTGAGE AMT: 286,950.00 CITY BUENA PARK
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 90621
UNPAID BALANCE: 286,054.480 OPTION TO CONVERT : No
MONTHLY P&I: 2,599.29 ANNUAL RATE ADJUST: 0.000
LTV : 63.75802 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080191539 MORTGAGORS: MILES, XXXX
XXXXX, XXXXXXX
ADDRESS : 0000 XXXXXXXXXX XXXX
MORTGAGE AMT: 294,000.00 CITY ALEXANDRIA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 VA 22312
UNPAID BALANCE: 293,062.320 OPTION TO CONVERT : No
MONTHLY P&I: 2,622.06 ANNUAL RATE ADJUST: 0.000
LTV : 69.79643 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080192206 MORTGAGORS: XXXXX XXXXXX, XXXXXXXX
XXXXXXXX, HANTORO
ADDRESS : 6 INDIGO
MORTGAGE AMT: 300,000.00 CITY IRVINE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 92620
UNPAID BALANCE: 298,060.100 OPTION TO CONVERT : No
MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000
LTV : 62.30659 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080192628 MORTGAGORS: XXXXX, XXXXXXX
XXXXXXXXXXX, XXXX
ADDRESS : 000 XXXXXX XXXXXX
MORTGAGE AMT: 380,800.00 CITY BERKELEY
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 94708
UNPAID BALANCE: 377,056.200 OPTION TO CONVERT : No
MONTHLY P&I: 3,343.40 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080194053 MORTGAGORS: XXX, XXXXXX
XXX, XXXXX
XXX, XXXXXX
ADDRESS : 2645 0000 00XX XXXXXX
MORTGAGE AMT: 434,000.00 CITY SANTA MONIC
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 CA 90405
UNPAID BALANCE: 432,689.270 OPTION TO CONVERT : No
MONTHLY P&I: 4,023.23 ANNUAL RATE ADJUST: 0.000
LTV : 70.56911 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080199789 MORTGAGORS: XXXXXX, XXXXXXX
ADDRESS : 1950 & 0000 XXXXXXX XXXX
MORTGAGE AMT: 400,000.00 CITY LOLETA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 95551
UNPAID BALANCE: 396,109.280 OPTION TO CONVERT : No
MONTHLY P&I: 3,539.64 ANNUAL RATE ADJUST: 0.000
LTV : 69.57000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080199797 MORTGAGORS: XXXXXXXXXX, XXXXX
XXXXXXX, XXXXXX
ADDRESS : 000 XXXXX XX XXXX XXXXX
MORTGAGE AMT: 350,000.00 CITY XXXXXXX HILLS
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 90211
UNPAID BALANCE: 346,559.010 OPTION TO CONVERT : No
MONTHLY P&I: 3,072.98 ANNUAL RATE ADJUST: 0.000
LTV : 50.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080204191 MORTGAGORS: WOOD, XXXXXXX
XXXX, XXXXX
ADDRESS : 0000 XXXXXXXXX XXXXX
MORTGAGE AMT: 275,000.00 CITY SUNNYVALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 94087
UNPAID BALANCE: 274,122.920 OPTION TO CONVERT : No
MONTHLY P&I: 2,452.60 ANNUAL RATE ADJUST: 0.000
LTV : 45.83333 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080204514 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXXXXX
ADDRESS : 000 XXXXXX XXXX
MORTGAGE AMT: 478,100.00 CITY REDWOOD CITy
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 94065
UNPAID BALANCE: 478,100.000 OPTION TO CONVERT : No
MONTHLY P&I: 4,197.69 ANNUAL RATE ADJUST: 0.000
LTV : 74.99608 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080206022 MORTGAGORS: DONTANVELLE, XXXXXX
ADDRESS : 0000 XXXXXX XXXXX
MORTGAGE AMT: 860,000.00 CITY XXXXXXX HIL
:\
STATE/ZIP :\
LIFETIME RATE : 7.62500 CA 90210
UNPAID BALANCE: 857,431.050 OPTION TO CONVERT : No
MONTHLY P&I: 8,033.53 ANNUAL RATE ADJUST: 0.000
LTV : 47.77778 OUTSIDE CONV DATE:
CURRENT INT 7.62500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:109
--------------------------------------------------------------------------------
LN # 0080206410 MORTGAGORS: XXXX, XXXXXX
XXXX, XXXX
ADDRESS : 0000 XXXXXXX XXXXX XXXXX
MORTGAGE AMT: 330,000.00 CITY WALNUT CREEk
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 94598
UNPAID BALANCE: 328,981.300 OPTION TO CONVERT : No
MONTHLY P&I: 3,012.45 ANNUAL RATE ADJUST: 0.000
LTV : 64.07767 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080207210 MORTGAGORS: XXXXXXXXXX, XXXXX
XXXXXXXXXX, XXXXXXX
ADDRESS : 45 FEATHER RIDGE
MORTGAGE AMT: 345,000.00 CITY MISSION VIE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92692
UNPAID BALANCE: 343,899.660 OPTION TO CONVERT : No
MONTHLY P&I: 3,076.90 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214646 MORTGAGORS: XXXXXX, XXXXXXX
ADDRESS : 000 XXXXXX XXXXXX
MORTGAGE AMT: 300,000.00 CITY BERKELEY
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CA 94707
UNPAID BALANCE: 299,083.970 OPTION TO CONVERT : No
MONTHLY P&I: 2,759.78 ANNUAL RATE ADJUST: 0.000
LTV : 51.72414 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214653 MORTGAGORS: XXXXX, XXXXXXX
XXXXX, XXXXXXX
ADDRESS : 0 XXXX XXXX
MORTGAGE AMT: 399,950.00 CITY HOUSTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 TX 77024
UNPAID BALANCE: 397,279.250 OPTION TO CONVERT : No
MONTHLY P&I: 3,456.57 ANNUAL RATE ADJUST: 0.000
LTV : 53.32667 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214661 MORTGAGORS: XXXXXX, XXXXXXX
XXXXXX, XXXXX
ADDRESS : 000 XXXXX XXXXX XXXX
MORTGAGE AMT: 300,000.00 CITY SANTA XXXX
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 95060
UNPAID BALANCE: 298,080.880 OPTION TO CONVERT : No
MONTHLY P&I: 2,675.57 ANNUAL RATE ADJUST: 0.000
LTV : 50.84746 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214679 MORTGAGORS: XXXXXXXX, XXXXXXX
XXXXXXXX, XXXXXXX
ADDRESS : 0000 XXXXXXX XXXX
MORTGAGE AMT: 385,900.00 CITY TONKA BAY
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 MN 55331
UNPAID BALANCE: 383,484.190 OPTION TO CONVERT : No
MONTHLY P&I: 3,495.61 ANNUAL RATE ADJUST: 0.000
LTV : 35.08182 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214695 MORTGAGORS: XXXXXXX, XXXXXX
XXXXXXX, XXXXX
ADDRESS : 0000 XXXX XXXXX XXXX
MORTGAGE AMT: 294,000.00 CITY INVERNESS
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 IL 60067
UNPAID BALANCE: 292,139.470 OPTION TO CONVERT : No
MONTHLY P&I: 2,642.56 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214703 MORTGAGORS: XXXXX, XXXX
MAHASUCON, THIDA
ADDRESS : 1810 COUNTRY XXXXX PLACE
MORTGAGE AMT: 550,000.00 CITY LOS ANGELES
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 91745
UNPAID BALANCE: 546,443.510 OPTION TO CONVERT : No
MONTHLY P&I: 4,867.01 ANNUAL RATE ADJUST: 0.000
LTV : 70.69409 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214711 MORTGAGORS: CHEN, XXXXX
XXXX, XXXXX
ADDRESS : 21 TAMARISK
MORTGAGE AMT: 357,600.00 CITY MORAGA
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CA 94556
UNPAID BALANCE: 355,237.440 OPTION TO CONVERT : No
MONTHLY P&I: 3,115.09 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214745 MORTGAGORS: XXXXXXX, XXXXXXXXX
XXXXXXX, XXXX
ADDRESS : 000 XXXXXX XXXXXX
MORTGAGE AMT: 650,000.00 CITY LOS ANGELES
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 90024
UNPAID BALANCE: 645,844.930 OPTION TO CONVERT : No
MONTHLY P&I: 5,933.61 ANNUAL RATE ADJUST: 0.000
LTV : 36.11111 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214760 MORTGAGORS: XXXXXXXX, XXXXXX
XXXXXXXX, XXXX XXX
ADDRESS : 0000 XXXXXXXXXX XXX
MORTGAGE AMT: 299,500.00 CITY TORRANCE
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 90503
UNPAID BALANCE: 297,585.460 OPTION TO CONVERT : No
MONTHLY P&I: 2,734.03 ANNUAL RATE ADJUST: 0.000
LTV : 72.16867 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214778 MORTGAGORS: XXXXXXX, XXXXX
XXXXXXX, XXXX
ADDRESS : 00000 XXXX XXXXX XXXXXX R
MORTGAGE AMT: 339,000.00 CITY SCOTTSDALE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 AZ 85255
UNPAID BALANCE: 336,854.700 OPTION TO CONVERT : No
MONTHLY P&I: 3,047.03 ANNUAL RATE ADJUST: 0.000
LTV : 32.28571 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214794 MORTGAGORS: XXXX, XXXX
ADDRESS : 0000 XX XXXXXX XXXXX
MORTGAGE AMT: 300,000.00 CITY EDMOND
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 OK 73003
UNPAID BALANCE: 297,557.290 OPTION TO CONVERT : No
MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000
LTV : 68.96552 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214802 MORTGAGORS: XXXXXXX, XXXXXXX
XXXXXXX, XXXXXXX
ADDRESS : 00 XXXXXXXX XXXXX
MORTGAGE AMT: 425,000.00 CITY STAMFORD
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CT 06903
UNPAID BALANCE: 423,673.650 OPTION TO CONVERT : No
MONTHLY P&I: 3,849.79 ANNUAL RATE ADJUST: 0.000
LTV : 64.78659 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214810 MORTGAGORS: XXXXXXX, XXXXX
ADDRESS : 000 XXXXXXX XXXXX
MORTGAGE AMT: 300,000.00 CITY MOUNTAIN VI
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 94043
UNPAID BALANCE: 298,080.880 OPTION TO CONVERT : No
MONTHLY P&I: 2,675.57 ANNUAL RATE ADJUST: 0.000
LTV : 60.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214828 MORTGAGORS: XXXXX, XXXXXXX
XXXXX, XXXX
ADDRESS : 2243 PASEO XXXXXXX
MORTGAGE AMT: 297,600.00 CITY SAN DIMAS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 91773
UNPAID BALANCE: 295,675.600 OPTION TO CONVERT : No
MONTHLY P&I: 2,633.50 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214836 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXXXXX
ADDRESS : 0000 XX XXXXX XXX
MORTGAGE AMT: 268,000.00 CITY TORRANCE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 90501
UNPAID BALANCE: 267,145.250 OPTION TO CONVERT : No
MONTHLY P&I: 2,390.17 ANNUAL RATE ADJUST: 0.000
LTV : 73.42466 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214844 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXXXXXX
ADDRESS : 0000 XXXXXXXXX XXXX
MORTGAGE AMT: 375,000.00 CITY BRENTWOOD
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TN 37027
UNPAID BALANCE: 372,803.470 OPTION TO CONVERT : No
MONTHLY P&I: 4,305.91 ANNUAL RATE ADJUST: 0.000
LTV : 44.91018 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/09
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214869 MORTGAGORS: XXXXX, XXXXXX
XXXXX, XX
ADDRESS : 0000 XXXXX XXX XXX
MORTGAGE AMT: 370,000.00 CITY SAN XXXX
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 95135
UNPAID BALANCE: 355,513.480 OPTION TO CONVERT : No
MONTHLY P&I: 3,299.87 ANNUAL RATE ADJUST: 0.000
LTV : 61.87291 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214877 MORTGAGORS: XXXXXX, XXXXXXX
XXXXX, XXXXX
ADDRESS : 0000 XXXXXX XXXXXX
MORTGAGE AMT: 297,600.00 CITY FAIR OAKS
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 95628
UNPAID BALANCE: 296,671.240 OPTION TO CONVERT : No
MONTHLY P&I: 2,695.76 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214885 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXXXX
ADDRESS : 0000 XXXX 00000 XXXXX
XXXXXXXX AMT: 256,500.00 CITY HIGHLAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 UT 84003
UNPAID BALANCE: 254,859.750 OPTION TO CONVERT : No
MONTHLY P&I: 2,287.61 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214893 MORTGAGORS: LIOS, XXXXX
XXXX, MARINA
ADDRESS : 0000 XXXXX XXXX
MORTGAGE AMT: 178,500.00 CITY XXXXXXX
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 NJ 08221
UNPAID BALANCE: 177,358.110 OPTION TO CONVERT : No
MONTHLY P&I: 1,591.97 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214901 MORTGAGORS: XXX, XXXXXXXX
ADDRESS : 0000 00XX XXXXXX
MORTGAGE AMT: 327,600.00 CITY SAN FRANCISCO
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 94122
UNPAID BALANCE: 326,566.430 OPTION TO CONVERT : No
MONTHLY P&I: 2,944.57 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214935 MORTGAGORS: XXXX, XXX
XXXX, XXXX
ADDRESS : 00 XXXXXXXXX XXXX
MORTGAGE AMT: 291,000.00 CITY MT KISCO
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 NY 10549
UNPAID BALANCE: 289,138.460 OPTION TO CONVERT : No
MONTHLY P&I: 2,595.30 ANNUAL RATE ADJUST: 0.000
LTV : 28.39024 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214950 MORTGAGORS: NEL, XXXXX
XXXXXXXX, XXXXXXXX
ADDRESS : 0000 XXXXXXXX XXXXXX
MORTGAGE AMT: 300,000.00 CITY XXXXXXX OAK
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 91423
UNPAID BALANCE: 297,657.850 OPTION TO CONVERT : No
MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000
LTV : 56.28518 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214968 MORTGAGORS: XXXXX, XXXXXXX
XXXXX, XXXXX
ADDRESS : 000 XXXX XXXXXX
MORTGAGE AMT: 600,000.00 CITY DENVER
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CO 80218
UNPAID BALANCE: 596,203.020 OPTION TO CONVERT : No
MONTHLY P&I: 5,392.97 ANNUAL RATE ADJUST: 0.000
LTV : 35.64306 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214976 MORTGAGORS: XXXXXXXX, XXXXXX
XXXXXXXX, XXXXXX
ADDRESS : 28942 WELCOME VIEW
MORTGAGE AMT: 356,000.00 CITY ESCONDIDO
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 92026
UNPAID BALANCE: 348,705.510 OPTION TO CONVERT : No
MONTHLY P&I: 3,249.80 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080214984 MORTGAGORS: PISHEV, XXXXXX
XXXXXX, ALIKI
ADDRESS : 00 XXXXXX XXXXXX
MORTGAGE AMT: 385,000.00 CITY LEXINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MA 02420
UNPAID BALANCE: 382,537.140 OPTION TO CONVERT : No
MONTHLY P&I: 3,433.64 ANNUAL RATE ADJUST: 0.000
LTV : 47.53086 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080215007 MORTGAGORS: XXXXX, XXXX
ADDRESS : 000 XXXXXX XXXXX
MORTGAGE AMT: 328,000.00 CITY MARIETTA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 GA 30068
UNPAID BALANCE: 325,879.030 OPTION TO CONVERT : No
MONTHLY P&I: 2,902.51 ANNUAL RATE ADJUST: 0.000
LTV : 79.22705 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080215015 MORTGAGORS: XXXXXX, XXXXX
XXXXXX, XXXXXXX
ADDRESS : 00 XXXXXXXX XXXX
MORTGAGE AMT: 160,000.00 CITY WARWICK
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 NY 10990
UNPAID BALANCE: 158,987.460 OPTION TO CONVERT : No
MONTHLY P&I: 1,438.13 ANNUAL RATE ADJUST: 0.000
LTV : 57.14286 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080215023 MORTGAGORS: XXXXXXXXX, XXXXXX
XXXXXXXXX, XXXXX
ADDRESS : 0000 XXXXXXXXX XXXXX
MORTGAGE AMT: 500,000.00 CITY GLENDALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 91206
UNPAID BALANCE: 498,405.300 OPTION TO CONVERT : No
MONTHLY P&I: 4,459.28 ANNUAL RATE ADJUST: 0.000
LTV : 76.92308 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080216930 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXX
ADDRESS : 0000 XXXXXXXX XXXXX
MORTGAGE AMT: 330,000.00 CITY GAMBRILLS
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MD 21054
UNPAID BALANCE: 328,947.510 OPTION TO CONVERT : No
MONTHLY P&I: 2,943.12 ANNUAL RATE ADJUST: 0.000
LTV : 74.15730 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219421 MORTGAGORS: XXXXXXXXX, XXXXXXX
XXXXXXXXX, XXXXXXXXXX
ADDRESS : 0000 XXXXXXXX XX
MORTGAGE AMT: 325,000.00 CITY EDINA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MN 55439
UNPAID BALANCE: 322,920.960 OPTION TO CONVERT : No
MONTHLY P&I: 2,898.53 ANNUAL RATE ADJUST: 0.000
LTV : 65.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219439 MORTGAGORS: XXXX, XXXXXX
XXXX, XXXXXX
ADDRESS : 0 XXXXXXX XXXX XXXX
MORTGAGE AMT: 360,000.00 CITY LEXINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MA 02173
UNPAID BALANCE: 357,697.060 OPTION TO CONVERT : No
MONTHLY P&I: 3,210.68 ANNUAL RATE ADJUST: 0.000
LTV : 69.90291 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219447 MORTGAGORS: XXXXXXX, XXXXXX
XXXXXXX, XXXXX
ADDRESS : 00 XXXXXXXXX XXXXX
MORTGAGE AMT: 325,000.00 CITY ACTON
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 MA 01720
UNPAID BALANCE: 321,939.120 OPTION TO CONVERT : No
MONTHLY P&I: 2,943.95 ANNUAL RATE ADJUST: 0.000
LTV : 89.53168 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219454 MORTGAGORS: XXXXXXX, XXXXX
ADDRESS : 0000 XXXXX XXXXXXXXX XXXX
MORTGAGE AMT: 446,800.00 CITY XXXXXX
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 WY 83014
UNPAID BALANCE: 443,941.800 OPTION TO CONVERT : No
MONTHLY P&I: 3,984.81 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219462 MORTGAGORS: XXXXXXXX, XXXXXXXXXX
XXXXXXXX, XXXXX
ADDRESS : 000 XXXXX XXX
MORTGAGE AMT: 395,600.00 CITY WEST HYANNI
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MA 02672
UNPAID BALANCE: 393,069.330 OPTION TO CONVERT : No
MONTHLY P&I: 3,528.18 ANNUAL RATE ADJUST: 0.000
LTV : 46.54118 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219470 MORTGAGORS: XXXX, XXXX
ADDRESS : 0000 0XX XXXXXX
MORTGAGE AMT: 317,000.00 CITY BOULDER
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CO 80304
UNPAID BALANCE: 314,905.690 OPTION TO CONVERT : No
MONTHLY P&I: 2,761.41 ANNUAL RATE ADJUST: 0.000
LTV : 68.91304 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219488 MORTGAGORS: XXXXXXXX, XXXXX P
XXXXXXXX, XXXXXX
ADDRESS : 0000 X XXXXXXXXX XXXX
MORTGAGE AMT: 431,000.00 CITY OCONOMOWOC
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 WI 53066
UNPAID BALANCE: 397,038.640 OPTION TO CONVERT : No
MONTHLY P&I: 3,813.96 ANNUAL RATE ADJUST: 0.000
LTV : 79.96289 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219496 MORTGAGORS: XXXXXXXX, XXXXX
XXXXXXXX, XXXXX
ADDRESS : 00 XXXXXXX XXXX
MORTGAGE AMT: 300,000.00 CITY XXXXXX
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MA 02459
UNPAID BALANCE: 298,080.900 OPTION TO CONVERT : No
MONTHLY P&I: 2,675.56 ANNUAL RATE ADJUST: 0.000
LTV : 54.54545 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219504 MORTGAGORS: XXXXXXXX, XXXXXXXX
ADDRESS : 12 MYSTIC BANK
MORTGAGE AMT: 404,000.00 CITY ARLINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MA 02474
UNPAID BALANCE: 401,359.390 OPTION TO CONVERT : No
MONTHLY P&I: 3,547.09 ANNUAL RATE ADJUST: 0.000
LTV : 78.75244 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219512 MORTGAGORS: XXXXXX, XXXXXXX
ADDRESS : 0000 XXXXXX XXXX
MORTGAGE AMT: 348,000.00 CITY CHARLOTTE
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 NC 28270
UNPAID BALANCE: 345,700.880 OPTION TO CONVERT : No
MONTHLY P&I: 3,031.46 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219520 MORTGAGORS: STORNACH, XXXXXX
ADDRESS : 0000 XXXXXXXXX XXXXX
MORTGAGE AMT: 300,000.00 CITY XXXXXX
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 NC 27893
UNPAID BALANCE: 298,039.130 OPTION TO CONVERT : No
MONTHLY P&I: 2,633.99 ANNUAL RATE ADJUST: 0.000
LTV : 43.47826 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219538 MORTGAGORS: XXXXX, XXXXXX
XXXXX, XXXXX
ADDRESS : 3633 MONTE REAL
MORTGAGE AMT: 330,000.00 CITY ESCONDIDO
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 92029
UNPAID BALANCE: 327,866.120 OPTION TO CONVERT : No
MONTHLY P&I: 2,920.20 ANNUAL RATE ADJUST: 0.000
LTV : 66.66667 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219553 MORTGAGORS: XXXXXXX, XXXXX
XXXXXXX, XXXXX
ADDRESS : 00000 XX XXXX XXXX
MORTGAGE AMT: 307,500.00 CITY AVON
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 NC 27915
UNPAID BALANCE: 305,636.830 OPTION TO CONVERT : No
MONTHLY P&I: 2,850.56 ANNUAL RATE ADJUST: 0.000
LTV : 79.87013 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219561 MORTGAGORS: XXXXXXXXX, XXXXXX
XXXXXXXXX, XXXXXX
ADDRESS : 18852 LA AMISTAD PLACE
MORTGAGE AMT: 404,000.00 CITY TARZANA
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 91356
UNPAID BALANCE: 401,470.890 OPTION TO CONVERT : No
MONTHLY P&I: 3,659.56 ANNUAL RATE ADJUST: 0.000
LTV : 57.71429 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219579 MORTGAGORS: XXXX, W
ADDRESS : 00000 XXXXX XXXXX
MORTGAGE AMT: 290,000.00 CITY BLOOMINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MN 55435
UNPAID BALANCE: 288,124.760 OPTION TO CONVERT : No
MONTHLY P&I: 2,566.24 ANNUAL RATE ADJUST: 0.000
LTV : 74.35897 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219587 MORTGAGORS: XXXXXXX, XXXXXXX
XXXXXXX, XXXX
ADDRESS : 000 XXXXXX XXXXXX XXXX
MORTGAGE AMT: 287,000.00 CITY MATTHEWS
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 NC 28105
UNPAID BALANCE: 285,124.100 OPTION TO CONVERT : No
MONTHLY P&I: 2,519.85 ANNUAL RATE ADJUST: 0.000
LTV : 79.82200 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219603 MORTGAGORS: XXXXXXX, XXXXXX
XXXXXXX, XXXXX
ADDRESS : 0000 XXXXXXXXX XXXX
MORTGAGE AMT: 295,000.00 CITY YORK
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 PA 17403
UNPAID BALANCE: 293,056.450 OPTION TO CONVERT : No
MONTHLY P&I: 2,713.77 ANNUAL RATE ADJUST: 0.000
LTV : 38.81579 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219611 MORTGAGORS: XXXXXX, XXXX
XXXXXX, XXXXXXX
ADDRESS : 000 XXXXXX XXXXX XXXXX SO
MORTGAGE AMT: 325,000.00 CITY CASTLE ROCK
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CO 80104
UNPAID BALANCE: 322,875.730 OPTION TO CONVERT : No
MONTHLY P&I: 2,853.48 ANNUAL RATE ADJUST: 0.000
LTV : 37.79070 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219629 MORTGAGORS: XXXXXXX, XXXXXXXXXX
XXXXXXX, XXXXX
ADDRESS : 0000 XXXXXXX XXXX
MORTGAGE AMT: 595,000.00 CITY BLOOMFIELD
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MI 48302
UNPAID BALANCE: 591,110.970 OPTION TO CONVERT : No
MONTHLY P&I: 5,224.06 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219637 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXXXXXX
ADDRESS : 000 XXXXXXX XXXXX
MORTGAGE AMT: 410,000.00 CITY RALEIGH
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 NC 27615
UNPAID BALANCE: 407,291.270 OPTION TO CONVERT : No
MONTHLY P&I: 3,571.54 ANNUAL RATE ADJUST: 0.000
LTV : 65.07937 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219645 MORTGAGORS: XXXXXXX, XXXXXX
ADDRESS : 00000 XXXXX XXXX XXXXX
MORTGAGE AMT: 650,000.00 CITY VILLA PARK
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92861
UNPAID BALANCE: 645,841.940 OPTION TO CONVERT : No
MONTHLY P&I: 5,797.05 ANNUAL RATE ADJUST: 0.000
LTV : 56.52174 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219660 MORTGAGORS: XXXX, XXXXXXX
ADDRESS : 000 XXXXX XXXX
MORTGAGE AMT: 386,000.00 CITY SAN XXXXXXX
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 94116
UNPAID BALANCE: 383,608.310 OPTION TO CONVERT : No
MONTHLY P&I: 3,523.65 ANNUAL RATE ADJUST: 0.000
LTV : 63.27869 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080219686 MORTGAGORS: JADDOU, SALAM
XXXXXX, XXXX
ADDRESS : 0000 Xxxxxxxxxxx Xx.
MORTGAGE AMT: 290,000.00 CITY BLOOMFIELD
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MI 48302
UNPAID BALANCE: 288,144.860 OPTION TO CONVERT : No
MONTHLY P&I: 2,586.38 ANNUAL RATE ADJUST: 0.000
LTV : 72.50000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080221898 MORTGAGORS: VIRTUE, XXXXXX
VIRTUE, XXXXX
ADDRESS : 0000 XXXXXX XXXXXX XXXXX
MORTGAGE AMT: 340,450.00 CITY JACKSONVILL
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 FL 32210
UNPAID BALANCE: 337,138.530 OPTION TO CONVERT : No
MONTHLY P&I: 3,012.67 ANNUAL RATE ADJUST: 0.000
LTV : 70.92708 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080221989 MORTGAGORS: XXXXXXXX, W
XXXXXXXX, XXXX
ADDRESS : 0000 XXXXXXX XXXXX
MORTGAGE AMT: 260,000.00 CITY JACKSONVILL
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 FL 32217
UNPAID BALANCE: 258,354.650 OPTION TO CONVERT : No
MONTHLY P&I: 2,336.95 ANNUAL RATE ADJUST: 0.000
LTV : 55.91398 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080222037 MORTGAGORS: XXXXXX, XXXXXX
ADDRESS : 000 XXXXXXX XXXXX XXXXX
XXXXXXXX AMT: 310,500.00 CITY KNOXVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 TN 37922
UNPAID BALANCE: 309,541.500 OPTION TO CONVERT : No
MONTHLY P&I: 2,834.44 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080222151 MORTGAGORS: BANKOFF, XXXXXX
XXXXXXX, XXXX
ADDRESS : 000 XXXXXXXX XXXX XX
MORTGAGE AMT: 357,500.00 CITY ATLANTA
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 GA 30309
UNPAID BALANCE: 355,138.120 OPTION TO CONVERT : No
MONTHLY P&I: 3,114.21 ANNUAL RATE ADJUST: 0.000
LTV : 50.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080222185 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXXXXXX
ADDRESS : 00000 XXXXX XXXXX
MORTGAGE AMT: 300,000.00 CITY APPLE XXXXX
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MN 55124
UNPAID BALANCE: 297,050.580 OPTION TO CONVERT : No
MONTHLY P&I: 2,633.98 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080222243 MORTGAGORS: XXXXX, XXXXXXX
XXXXX, XXXXXX
ADDRESS : 000 XXXXXX XXXXX
MORTGAGE AMT: 262,600.00 CITY SUNNYVALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TX 75182
UNPAID BALANCE: 260,901.950 OPTION TO CONVERT : No
MONTHLY P&I: 2,323.77 ANNUAL RATE ADJUST: 0.000
LTV : 79.98782 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080222284 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXXXXXXX
ADDRESS : 3018 NORTHWOOD
MORTGAGE AMT: 344,000.00 CITY PASCAGOULA
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MS 39567
UNPAID BALANCE: 341,823.070 OPTION TO CONVERT : No
MONTHLY P&I: 3,091.97 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080222334 MORTGAGORS: TOUR, XXXXX
TOUR, SHIREEN
ADDRESS : 0000 XXXXXX XXXXXX
MORTGAGE AMT: 285,000.00 CITY BELLAIRE
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 TX 77401
UNPAID BALANCE: 282,111.680 OPTION TO CONVERT : No
MONTHLY P&I: 2,482.66 ANNUAL RATE ADJUST: 0.000
LTV : 77.02703 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223241 MORTGAGORS: XXXXXX, XXXXX
ADDRESS : 000 XXXXXXXXXX XXX
MORTGAGE AMT: 369,600.00 CITY MOUNTAIN VIew
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 CA 94043
UNPAID BALANCE: 369,600.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,505.47 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223258 MORTGAGORS: XXXXXXX, XXX
XXXXXXX, XXXXXXXX
ADDRESS : 0000 XXXXXXXX XXXXX
MORTGAGE AMT: 287,000.00 CITY AURORA
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 IL 60504
UNPAID BALANCE: 286,104.320 OPTION TO CONVERT : No
MONTHLY P&I: 2,599.74 ANNUAL RATE ADJUST: 0.000
LTV : 71.75000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223746 MORTGAGORS: MC BRIDE, XXXXXXX
MC BRIDE, CLAIRE
ADDRESS : 0 XXXXXXXXXX XXXXXX
MORTGAGE AMT: 500,000.00 CITY XXXX
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 94957
UNPAID BALANCE: 495,136.590 OPTION TO CONVERT : No
MONTHLY P&I: 4,424.55 ANNUAL RATE ADJUST: 0.000
LTV : 51.28000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223753 MORTGAGORS: XXXXXXXX, XXXXX
ADDRESS : 0000 XXXXXXXXXX XXXXX
MORTGAGE AMT: 306,400.00 CITY SAN LEANDRO
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 94577
UNPAID BALANCE: 303,387.670 OPTION TO CONVERT : No
MONTHLY P&I: 2,690.17 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223761 MORTGAGORS: XXXX, XXX-XXXX
XXXX, XXXX XXXXX-XXX
ADDRESS : 0000 XXXXXXX XXXXX
MORTGAGE AMT: 280,000.00 CITY SAN XXXX
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 95133
UNPAID BALANCE: 278,266.070 OPTION TO CONVERT : No
MONTHLY P&I: 2,556.02 ANNUAL RATE ADJUST: 0.000
LTV : 60.54000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223779 MORTGAGORS: XXXXXX, XXXXXXX
XXXXXX, XXXX
ADDRESS : 00000 XXXX XXXXXXXX XXXXX
MORTGAGE AMT: 263,700.00 CITY GOODYEAR
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 AZ 85338
UNPAID BALANCE: 262,031.230 OPTION TO CONVERT : No
MONTHLY P&I: 2,370.21 ANNUAL RATE ADJUST: 0.000
LTV : 79.99000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223787 MORTGAGORS: XXXXXX, XXXX
XXXXXX, XXXXXXX
ADDRESS : 0000 XXXXX XXXXXXXX XXXX
MORTGAGE AMT: 303,050.00 CITY HIGHLANDS RANCH
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CO 80126
UNPAID BALANCE: 302,083.460 OPTION TO CONVERT : No
MONTHLY P&I: 2,702.76 ANNUAL RATE ADJUST: 0.000
LTV : 95.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223795 MORTGAGORS: XXXXXX, XXXXX
XXXXXX, XXXXXX
ADDRESS : 0000 XXXX XXXXXXXX XXXXXX
MORTGAGE AMT: 500,000.00 CITY ENGLEWOOD
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CO 80111
UNPAID BALANCE: 498,422.530 OPTION TO CONVERT : No
MONTHLY P&I: 4,494.14 ANNUAL RATE ADJUST: 0.000
LTV : 57.47000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223829 MORTGAGORS: XXXXXX, XXXX
XXXXXX, XXXXXX
ADDRESS : 0000 XXXXXXXXX XXXXX XXXX
MORTGAGE AMT: 536,800.00 CITY XXXXXX
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 XX 00000
UNPAID BALANCE: 525,876.970 OPTION TO CONVERT : No
MONTHLY P&I: 4,824.91 ANNUAL RATE ADJUST: 0.000
LTV : 13.09000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223837 MORTGAGORS: XXXXXX, XXX
XXXXXX, XXXXXX
ADDRESS : 0000 X.X. 00XX XXXXXX
MORTGAGE AMT: 282,000.00 CITY SEATTLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 XX 00000
UNPAID BALANCE: 279,227.550 OPTION TO CONVERT : No
MONTHLY P&I: 2,475.94 ANNUAL RATE ADJUST: 0.000
LTV : 65.28000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223878 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXXXX
ADDRESS : 0000 XXXX XXXXX XXXXX
MORTGAGE AMT: 300,000.00 CITY MARIETTA
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 GA 30062
UNPAID BALANCE: 295,004.570 OPTION TO CONVERT : No
MONTHLY P&I: 2,613.32 ANNUAL RATE ADJUST: 0.000
LTV : 54.51000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223886 MORTGAGORS: XXXXXXX, XXX
XXXXXXX, XXXX
ADDRESS : 0000 XXXXXX XXXXX XXXXX
MORTGAGE AMT: 248,000.00 CITY SPRINGDALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 AR 72762
UNPAID BALANCE: 246,396.340 OPTION TO CONVERT : No
MONTHLY P&I: 2,194.58 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223910 MORTGAGORS: XXXXXXXX, XXXXXX
XXXXXXXX, XXXXXXX
ADDRESS : 0000 XXXXXXX XXXXX
MORTGAGE AMT: 382,500.00 CITY KNOXVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TN 37919
UNPAID BALANCE: 381,266.780 OPTION TO CONVERT : No
MONTHLY P&I: 3,384.78 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223928 MORTGAGORS: XXXX, XXXXX
XXXX, XXXX
ADDRESS : 0000 XXXXXXXXX XXXX
MORTGAGE AMT: 250,000.00 CITY OOLTEWAH
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TN 37363
UNPAID BALANCE: 248,493.980 OPTION TO CONVERT : No
MONTHLY P&I: 2,212.27 ANNUAL RATE ADJUST: 0.000
LTV : 84.75000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223936 MORTGAGORS: XXXXXX, XXXX
XXXXXX, XXXXX
ADDRESS : 000 XXXXXXXX XXXX XXXXX
MORTGAGE AMT: 372,000.00 CITY LONGWOOD
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 FL 32779
UNPAID BALANCE: 369,696.360 OPTION TO CONVERT : No
MONTHLY P&I: 3,395.85 ANNUAL RATE ADJUST: 0.000
LTV : 76.70000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223944 MORTGAGORS: XXXXXX, XXXXXXX
XXXXXX, XXXXXXX
ADDRESS : 000 XXXX XXXXX XXXXX XXXX
XXXXXXXX AMT: 368,000.00 CITY DESTIN
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 FL 32541
UNPAID BALANCE: 365,671.180 OPTION TO CONVERT : No
MONTHLY P&I: 3,307.69 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223969 MORTGAGORS: XXXXXXX, XXXXX
XXXXXXX, XXXXX A
ADDRESS : 00000 XXXXXX XXXX XXXXX
MORTGAGE AMT: 400,000.00 CITY GERMANTOWN
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 MD 20874
UNPAID BALANCE: 397,172.310 OPTION TO CONVERT : No
MONTHLY P&I: 3,651.45 ANNUAL RATE ADJUST: 0.000
LTV : 66.12000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080223993 MORTGAGORS: XXXXXXX, XXXXXXX
XXXXXXX, XXXXXXXX
ADDRESS : 000 XXXXXXX XXXXX
MORTGAGE AMT: 500,000.00 CITY WINTER HAVEN
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 33884
UNPAID BALANCE: 496,801.470 OPTION TO CONVERT : No
MONTHLY P&I: 4,459.28 ANNUAL RATE ADJUST: 0.000
LTV : 81.97000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224017 MORTGAGORS: FORD, XXXXXXX
XXXXXX, XXXXXX
ADDRESS : 0000 XXXX XXXXXXX XXXXX
MORTGAGE AMT: 256,800.00 CITY ATLANTA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 GA 30342
UNPAID BALANCE: 255,980.960 OPTION TO CONVERT : No
MONTHLY P&I: 2,290.29 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224025 MORTGAGORS: XXXXX, XXXXX
XXXXX, XXXXXXX
ADDRESS : 000 XXXXXXXXX XXX
MORTGAGE AMT: 250,000.00 CITY BRENTWOOD
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 TN 37027
UNPAID BALANCE: 247,515.790 OPTION TO CONVERT : No
MONTHLY P&I: 2,177.77 ANNUAL RATE ADJUST: 0.000
LTV : 18.87000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224033 MORTGAGORS: XXXXX, XXXX
ADDRESS : 00 XXXXXXXX XXXXX
MORTGAGE AMT: 550,000.00 CITY DARIEN
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 CT 06820
UNPAID BALANCE: 544,476.250 OPTION TO CONVERT : No
MONTHLY P&I: 4,753.38 ANNUAL RATE ADJUST: 0.000
LTV : 32.35000 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224058 MORTGAGORS: XXXXXXXX, XXXXX
XXXXXXXX, XXXXXXXX
ADDRESS : 0000 00XX XXXXXX XXXXXXXX
MORTGAGE AMT: 403,800.00 CITY GIG HARBOR
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 XX 00000
UNPAID BALANCE: 400,037.820 OPTION TO CONVERT : No
MONTHLY P&I: 3,686.14 ANNUAL RATE ADJUST: 0.000
LTV : 42.06000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224124 MORTGAGORS: XXXXXX, XXXXXX
ADDRESS : 0000 XXXXXXXXX XXXX
MORTGAGE AMT: 283,700.00 CITY OKLAHOMA CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 OK 73120
UNPAID BALANCE: 279,074.870 OPTION TO CONVERT : No
MONTHLY P&I: 2,510.49 ANNUAL RATE ADJUST: 0.000
LTV : 70.93000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224140 MORTGAGORS: XXXX, XXXXXXX
ADDRESS : 000 XXXXXXX XXXXX XXXXXX
MORTGAGE AMT: 264,000.00 CITY DICKSON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TN 37055
UNPAID BALANCE: 262,292.890 OPTION TO CONVERT : No
MONTHLY P&I: 2,336.16 ANNUAL RATE ADJUST: 0.000
LTV : 72.33000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224173 MORTGAGORS: XXXXXXXX, XXXXXX
XXXXXXXX, XXXXX
ADDRESS : 000 XXXXX XXXXXX
MORTGAGE AMT: 327,150.00 CITY XXXXXX BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 OR 97110
UNPAID BALANCE: 325,011.670 OPTION TO CONVERT : No
MONTHLY P&I: 2,872.36 ANNUAL RATE ADJUST: 0.000
LTV : 42.21000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224199 MORTGAGORS: XXXXXX, XXXXX
XXXXXX, XXXX
ADDRESS : 0000 XXXXX XXXXXXXXX XXXX
MORTGAGE AMT: 300,000.00 CITY PARK RIDGE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 IL 60068
UNPAID BALANCE: 297,081.960 OPTION TO CONVERT : No
MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000
LTV : 65.22000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224207 MORTGAGORS: XXXXXXXX, XXXXXXX
XXXXXXXX, VIRGINIA
ADDRESS : 00000 XXXXXXXXX XXXXXX
MORTGAGE AMT: 324,500.00 CITY DARNESTOWN
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MD 20874
UNPAID BALANCE: 322,401.660 OPTION TO CONVERT : No
MONTHLY P&I: 2,871.54 ANNUAL RATE ADJUST: 0.000
LTV : 70.54000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224231 MORTGAGORS: XXXXX, XXXX
ADDRESS : 0000 XXXXXX XXXXX
MORTGAGE AMT: 375,000.00 CITY LONGMONT
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CO 80503
UNPAID BALANCE: 371,391.340 OPTION TO CONVERT : No
MONTHLY P&I: 3,344.46 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224249 MORTGAGORS: CHILD, XXXXXXX
CHILD, XXXXX
ADDRESS : 0000 XX 00XX XXXXXX
MORTGAGE AMT: 400,000.00 CITY PORTLAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 OR 97221
UNPAID BALANCE: 397,182.180 OPTION TO CONVERT : No
MONTHLY P&I: 3,484.43 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224256 MORTGAGORS: XXX, XXXXXX
XXX, XXXXXX
XXX, XXXXX
ADDRESS : 0000 XXXX XXXXXX XXX
MORTGAGE AMT: 543,200.00 CITY XXXXXX ISLAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 XX 00000
UNPAID BALANCE: 539,725.120 OPTION TO CONVERT : No
MONTHLY P&I: 4,844.56 ANNUAL RATE ADJUST: 0.000
LTV : 62.44000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224280 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXXXXX
ADDRESS : 00000 XX XXXXXX XXXXXX XX
MORTGAGE AMT: 380,000.00 CITY VANCOUVER
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 XX 00000
UNPAID BALANCE: 376,223.980 OPTION TO CONVERT : No
MONTHLY P&I: 3,310.21 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224298 MORTGAGORS: XXXX, XXXXXXX
ADDRESS : 0000 XXXXX XX
MORTGAGE AMT: 398,400.00 CITY XXXXXXX
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MO 63105
UNPAID BALANCE: 395,851.420 OPTION TO CONVERT : No
MONTHLY P&I: 3,553.15 ANNUAL RATE ADJUST: 0.000
LTV : 71.14000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224322 MORTGAGORS: XXXXX, XXXXXX
ADDRESS : 0000 XXXX XXXXXXXXXX
MORTGAGE AMT: 316,000.00 CITY SPRINGFIELD
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MO 65810
UNPAID BALANCE: 313,934.540 OPTION TO CONVERT : No
MONTHLY P&I: 2,774.46 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224355 MORTGAGORS: XXXXXXXXXX, XXXXXXX
XXXXXXXXXX, XXXXX
ADDRESS : 00000 XXX XXXX XX.
MORTGAGE AMT: 400,000.00 CITY XXXXXXXXX
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 IL 60083-
UNPAID BALANCE: 394,033.560 OPTION TO CONVERT : No
MONTHLY P&I: 3,567.42 ANNUAL RATE ADJUST: 0.000
LTV : 47.06000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224363 MORTGAGORS: XXXXX, XXXXXX
XXXXX, XXXXX
ADDRESS : 0000 XXXXXXX XXXX
MORTGAGE AMT: 400,000.00 CITY BARRINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 IL 60010
UNPAID BALANCE: 396,109.280 OPTION TO CONVERT : No
MONTHLY P&I: 3,539.64 ANNUAL RATE ADJUST: 0.000
LTV : 79.11000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224371 MORTGAGORS: XXXXX, XXXXX
ADDRESS : 0000 XXXXXXXXX XXXXX SOUT
MORTGAGE AMT: 329,600.00 CITY WORTHINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 OH 43085
UNPAID BALANCE: 327,468.680 OPTION TO CONVERT : No
MONTHLY P&I: 2,916.67 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224389 MORTGAGORS: XXXXXXXXX, XXX
XXXXXXXXX, XXX
ADDRESS : 4117 & 0000 XXXXXXX XXXXX
XXXXXXXX AMT: 300,000.00 CITY DALLAS
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 TX 75219
UNPAID BALANCE: 298,121.960 OPTION TO CONVERT : No
MONTHLY P&I: 2,717.49 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224397 MORTGAGORS: XXXXXXX, XXXX
XXXXXXX, XXXXXXXXX
ADDRESS : 000 XXXXX XXXXX XX. AIRY
MORTGAGE AMT: 389,000.00 CITY STOCKTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 NJ 08559
UNPAID BALANCE: 386,484.600 OPTION TO CONVERT : No
MONTHLY P&I: 3,442.30 ANNUAL RATE ADJUST: 0.000
LTV : 66.78000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224405 MORTGAGORS: XXXXXXX, XXXXXX
XXXXXXX, XXXXX
ADDRESS : 0000 XXXXXXXX XXXXX
MORTGAGE AMT: 400,000.00 CITY CUMMING
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 GA 30040
UNPAID BALANCE: 397,357.340 OPTION TO CONVERT : No
MONTHLY P&I: 3,484.43 ANNUAL RATE ADJUST: 0.000
LTV : 52.46000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224413 MORTGAGORS: XXXXX, XXXXX X
XXXXX, XXXXXX X
ADDRESS : 0000 X XXXXXXXX XXXXX XX
MORTGAGE AMT: 408,750.00 CITY ANGOLA
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 IN 46703
UNPAID BALANCE: 406,078.330 OPTION TO CONVERT : No
MONTHLY P&I: 3,588.80 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224421 MORTGAGORS: XXXXX, XXXXX
GRASS, XXXXXX
ADDRESS : 0000 XXXXXXX XXXXX
MORTGAGE AMT: 505,660.00 CITY BELLEAIR BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 FL 33786
UNPAID BALANCE: 502,231.440 OPTION TO CONVERT : No
MONTHLY P&I: 4,545.02 ANNUAL RATE ADJUST: 0.000
LTV : 74.91000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224439 MORTGAGORS: XXXXXXXXX, XXXX
XXXXXXXXX, XXXXXX
ADDRESS : 000 XXXXXXXX XXXXX
MORTGAGE AMT: 315,000.00 CITY KNOXVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 TN 37922
UNPAID BALANCE: 312,941.090 OPTION TO CONVERT : No
MONTHLY P&I: 2,765.68 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224447 MORTGAGORS: XXXXX, XXXXXX
XXXXX, XXXXXX
ADDRESS : 0000 XXXXXXX XXXX
MORTGAGE AMT: 336,000.00 CITY MCLEAN
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 VA 22101
UNPAID BALANCE: 333,896.570 OPTION TO CONVERT : No
MONTHLY P&I: 3,043.60 ANNUAL RATE ADJUST: 0.000
LTV : 78.14000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224454 MORTGAGORS: XXXXX, XXXXX
XXXXX, XXXX
ADDRESS : 0000 XXXX XXXXXXXXX XXXX
MORTGAGE AMT: 366,850.00 CITY PHOENIX
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 AZ 85018
UNPAID BALANCE: 364,477.830 OPTION TO CONVERT : No
MONTHLY P&I: 3,246.29 ANNUAL RATE ADJUST: 0.000
LTV : 70.55000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224462 MORTGAGORS: WOOD, XXXXX
XXXX, XXXXX
ADDRESS : 000 XXXXX XXXXX XXXXX
MORTGAGE AMT: 296,000.00 CITY LOUISVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CO 80027
UNPAID BALANCE: 294,085.970 OPTION TO CONVERT : No
MONTHLY P&I: 2,619.33 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224470 MORTGAGORS: XXXXXX, XXXXXX
XXXXXX, XXXX
ADDRESS : 0000 XXXX XXXXXXX XXX
MORTGAGE AMT: 267,500.00 CITY SCOTTSDALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 AZ 85255
UNPAID BALANCE: 265,788.770 OPTION TO CONVERT : No
MONTHLY P&I: 2,385.72 ANNUAL RATE ADJUST: 0.000
LTV : 70.21000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080224488 MORTGAGORS: XXXXX, XXXXX
ADDRESS : 0000 XXXXXXXX XXXXX #000
MORTGAGE AMT: 117,000.00 CITY WEST HOLLYWOOD
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 90069
UNPAID BALANCE: 116,267.570 OPTION TO CONVERT : No
MONTHLY P&I: 1,059.82 ANNUAL RATE ADJUST: 0.000
LTV : 55.45000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080225550 MORTGAGORS: BACON, XXXXXXX
XXXXX, XXXX
ADDRESS : 000 XXXXXXX XXXX
MORTGAGE AMT: 312,000.00 CITY Petaluma
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 94952
UNPAID BALANCE: 310,004.120 OPTION TO CONVERT : No
MONTHLY P&I: 2,782.59 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080225576 MORTGAGORS: XXXXXXX, XXXX
XXXXXXX, XXXXXXX
ADDRESS : 0000 XXXXX XXXXXXXX XXXXX
MORTGAGE AMT: 281,000.00 CITY Aurora
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CO 80015
UNPAID BALANCE: 279,259.880 OPTION TO CONVERT : No
MONTHLY P&I: 2,565.14 ANNUAL RATE ADJUST: 0.000
LTV : 86.46000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080226806 MORTGAGORS: YOUNG, XXXXX
XXXXX, XXXXX
ADDRESS : 000 XXXXXXXXXX XX.
MORTGAGE AMT: 520,000.00 CITY Memphis
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 TN 38120
UNPAID BALANCE: 518,010.050 OPTION TO CONVERT : No
MONTHLY P&I: 4,637.64 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080226830 MORTGAGORS: ABDULLAH, ASLIM
ADDRESS : 00000 XXXXXXXXX XXXXX
MORTGAGE AMT: 259,000.00 CITY Ashton
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MD 20861
UNPAID BALANCE: 257,360.960 OPTION TO CONVERT : No
MONTHLY P&I: 2,327.97 ANNUAL RATE ADJUST: 0.000
LTV : 60.23000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080226889 MORTGAGORS: XXXXXXXX, XXXXXXX
XXXXXXXX, XXXXXX
ADDRESS : 0000 XXXXXXXX XXXXX
MORTGAGE AMT: 309,500.00 CITY Livermore
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 94550
UNPAID BALANCE: 308,544.580 OPTION TO CONVERT : No
MONTHLY P&I: 2,825.31 ANNUAL RATE ADJUST: 0.000
LTV : 79.36000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080226913 MORTGAGORS: FRANKLIN, XXXXXX
XXXXXXXX, L.
ADDRESS : 0000 XXXXXXXXX XXXXX
MORTGAGE AMT: 289,250.00 CITY Marietta
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 GA 30068
UNPAID BALANCE: 287,419.520 OPTION TO CONVERT : No
MONTHLY P&I: 2,599.87 ANNUAL RATE ADJUST: 0.000
LTV : 62.20000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080226962 MORTGAGORS: XXXXX, XXXXXX
XXXXX, XXXXX
ADDRESS : 0000 XXX XXXXXX XXXXX
MORTGAGE AMT: 348,000.00 CITY SLOUGHHOUSE
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 95683
UNPAID BALANCE: 346,761.680 OPTION TO CONVERT : No
MONTHLY P&I: 3,176.77 ANNUAL RATE ADJUST: 0.000
LTV : 74.83871 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080227564 MORTGAGORS: XXXXXX, XXXXXX
ADDRESS : 0000 XXXXXXX XXXXXX
MORTGAGE AMT: 302,000.00 CITY ALAMEDA
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CA 94501
UNPAID BALANCE: 301,077.870 OPTION TO CONVERT : No
MONTHLY P&I: 2,778.17 ANNUAL RATE ADJUST: 0.000
LTV : 48.70968 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080227762 MORTGAGORS: XXXXXXX, XXXXXXX
XXXXXXX, XXXXX
ADDRESS : 00000 XXX XXXXXX XXXX
MORTGAGE AMT: 400,000.00 CITY CUPERTINO
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CA 95014
UNPAID BALANCE: 397,357.340 OPTION TO CONVERT : No
MONTHLY P&I: 3,484.43 ANNUAL RATE ADJUST: 0.000
LTV : 36.24915 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080227804 MORTGAGORS: WANG, XXXXXX
XXX, XX XXXXX
ADDRESS : 00000 XXXXXXXX XXXX
MORTGAGE AMT: 448,000.00 CITY LOS ANGELES
:\
STATE/ZIP :\
LIFETIME RATE : 8.12500 CA 90049
UNPAID BALANCE: 446,719.610 OPTION TO CONVERT : No
MONTHLY P&I: 4,313.72 ANNUAL RATE ADJUST: 0.000
LTV : 54.63415 OUTSIDE CONV DATE:
CURRENT INT 8.12500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080227937 MORTGAGORS: XXXXX, XXXXXX
XXXXX, SU-HUI
ADDRESS : 000 XXXX XXXXXX XXXX
MORTGAGE AMT: 379,550.00 CITY Tempe
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 AZ 85284
UNPAID BALANCE: 377,015.460 OPTION TO CONVERT : No
MONTHLY P&I: 3,280.26 ANNUAL RATE ADJUST: 0.000
LTV : 79.07000 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080227952 MORTGAGORS: XXXXXXXXXX, XXXXXX
XXXXXXXXXX, XXXXXXXX
ADDRESS : 0000 00XX XXX XX
MORTGAGE AMT: 331,000.00 CITY Xxxxxx Island
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 XX 00000
UNPAID BALANCE: 329,955.710 OPTION TO CONVERT : No
MONTHLY P&I: 2,975.12 ANNUAL RATE ADJUST: 0.000
LTV : 40.76000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080227978 MORTGAGORS: XXXXX, XXXXXX
XXXXX, XXXX
ADDRESS : 0000 XXXXXX XXXXX XXXXXXX
MORTGAGE AMT: 321,000.00 CITY Fort Xxxxxxx
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CO 80525
UNPAID BALANCE: 318,427.070 OPTION TO CONVERT : No
MONTHLY P&I: 2,840.56 ANNUAL RATE ADJUST: 0.000
LTV : 76.98000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080230733 MORTGAGORS: XXXXXXXX, XXXXXX
XXXXXXXX, XXXXXXXX
ADDRESS : 00000 XX 00XX XXXXXX
MORTGAGE AMT: 240,000.00 CITY FORT LAUDERDALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 33332
UNPAID BALANCE: 239,234.550 OPTION TO CONVERT : No
MONTHLY P&I: 2,140.45 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080231012 MORTGAGORS: XXXXXXX, XXXXXX
ADDRESS : 0000 XXXXXX XXXX XXXXXX
MORTGAGE AMT: 360,000.00 CITY TIBURON
:\
STATE/ZIP :\
LIFETIME RATE : 7.62500 CA 94920
UNPAID BALANCE: 358,924.630 OPTION TO CONVERT : No
MONTHLY P&I: 3,362.87 ANNUAL RATE ADJUST: 0.000
LTV : 55.38462 OUTSIDE CONV DATE:
CURRENT INT 7.62500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080231483 MORTGAGORS: XXXXXXXXX, XXXX
XXXXXXXXX, XXXXX
ADDRESS : 000 XXXXX XX XXXX XXXX
MORTGAGE AMT: 275,000.00 CITY BELLEAIR
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 33756
UNPAID BALANCE: 274,122.920 OPTION TO CONVERT : No
MONTHLY P&I: 2,452.60 ANNUAL RATE ADJUST: 0.000
LTV : 71.43000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080231509 MORTGAGORS: PROCTOR, ROBERT
PROCTOR, MICHELLE
ADDRESS : 1456 WAGGAMAN CIRCLE
MORTGAGE AMT: 292,000.00 CITY Mc Lean
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 VA 22101
UNPAID BALANCE: 291,078.750 OPTION TO CONVERT : No
MONTHLY P&I: 2,624.58 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080231517 MORTGAGORS: COSTA, DENNIS
ADDRESS : 38 REMINGTON DRIVE
MORTGAGE AMT: 329,330.00 CITY HIGHLAND VILLAGE
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 TX 75077
UNPAID BALANCE: 328,324.430 OPTION TO CONVERT : No
MONTHLY P&I: 3,029.58 ANNUAL RATE ADJUST: 0.000
LTV : 79.17000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080233612 MORTGAGORS: SPECTER, MICHAEL
SPECTER, TAMARA
ADDRESS : 9028 WATERFIELD COURT
MORTGAGE AMT: 300,000.00 CITY LAS VEGAS
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 NV 89134
UNPAID BALANCE: 299,083.980 OPTION TO CONVERT : No
MONTHLY P&I: 2,759.77 ANNUAL RATE ADJUST: 0.000
LTV : 34.88372 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234784 MORTGAGORS: GILLES, LYNN
ADDRESS : 705 MEADOW LN
MORTGAGE AMT: 254,000.00 CITY ELM GROVE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 WI 53122
UNPAID BALANCE: 252,392.620 OPTION TO CONVERT : No
MONTHLY P&I: 2,283.02 ANNUAL RATE ADJUST: 0.000
LTV : 78.88000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234792 MORTGAGORS: ALLEN, RICHARD
ALLEN, KRISTI
ADDRESS : 1024 TIDEWATER PL
MORTGAGE AMT: 777,000.00 CITY TOWN & COUNTY
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 MO 63017
UNPAID BALANCE: 772,135.860 OPTION TO CONVERT : No
MONTHLY P&I: 7,038.31 ANNUAL RATE ADJUST: 0.000
LTV : 71.94000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234800 MORTGAGORS: BIGHAM, JAMES
BIGHAM, KRISTA
ADDRESS : 6259 MUIRLOCH COURT
MORTGAGE AMT: 311,900.00 CITY DUBLIN
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 OH 43017
UNPAID BALANCE: 309,904.780 OPTION TO CONVERT : No
MONTHLY P&I: 2,781.69 ANNUAL RATE ADJUST: 0.000
LTV : 79.99000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234826 MORTGAGORS: CASTILLO, SAMUEL
CASTILLO, AMERICA
ADDRESS : 2127 NORTH 77TH COURT
MORTGAGE AMT: 265,600.00 CITY ELMWOOD PARK
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 IL 60707
UNPAID BALANCE: 264,762.040 OPTION TO CONVERT : No
MONTHLY P&I: 2,387.29 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234842 MORTGAGORS: MODDER, LOUIS
ADDRESS : 607 ROPER MOUNTAIN RD
MORTGAGE AMT: 315,000.00 CITY GREENVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 SC 29615
UNPAID BALANCE: 312,984.940 OPTION TO CONVERT : No
MONTHLY P&I: 2,809.35 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234859 MORTGAGORS: ASHE, ROBERT
ADDRESS : 82 WESTMINSTER DR
MORTGAGE AMT: 750,000.00 CITY ATLANTA
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 GA 30309
UNPAID BALANCE: 745,045.000 OPTION TO CONVERT : No
MONTHLY P&I: 6,533.31 ANNUAL RATE ADJUST: 0.000
LTV : 54.54545 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234875 MORTGAGORS: WHETTEN, ROBERT
WHETTEN, CLAIRE
ADDRESS : 774 CRESTRIDGE DR N.E.
MORTGAGE AMT: 294,000.00 CITY ATLANTA
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 GA 30306
UNPAID BALANCE: 292,078.370 OPTION TO CONVERT : No
MONTHLY P&I: 2,581.30 ANNUAL RATE ADJUST: 0.000
LTV : 69.67000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234883 MORTGAGORS: SANDERSON, PAUL
SANDERSON, JUDITH
ADDRESS : 4935 E. OAKMONT PLACE
MORTGAGE AMT: 302,800.00 CITY TUCSON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 AZ 85718
UNPAID BALANCE: 301,823.740 OPTION TO CONVERT : No
MONTHLY P&I: 2,679.51 ANNUAL RATE ADJUST: 0.000
LTV : 63.08000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234891 MORTGAGORS: KEILANI, TAHA
KEILANI, MUNTAHA
ADDRESS : 27045 NORTH ELMWOOD AVENU
MORTGAGE AMT: 252,000.00 CITY LAKE FOREST
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 IL 60045
UNPAID BALANCE: 250,405.260 OPTION TO CONVERT : No
MONTHLY P&I: 2,265.05 ANNUAL RATE ADJUST: 0.000
LTV : 77.54000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234909 MORTGAGORS: SEMINETTA, JOSEPH
SEMINETTA, DENISE
ADDRESS : 514 MEADOW RD
MORTGAGE AMT: 380,000.00 CITY WINNETKA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 IL 60093
UNPAID BALANCE: 377,542.790 OPTION TO CONVERT : No
MONTHLY P&I: 3,362.66 ANNUAL RATE ADJUST: 0.000
LTV : 55.88000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234917 MORTGAGORS: SPROUSE, JOHN
SPROUSE, PATRICIA
ADDRESS : 7268 NE WILLIAM ROGERS RO
MORTGAGE AMT: 382,000.00 CITY INDIANOLA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 WA 98342-
UNPAID BALANCE: 379,529.870 OPTION TO CONVERT : No
MONTHLY P&I: 3,380.35 ANNUAL RATE ADJUST: 0.000
LTV : 76.40000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234925 MORTGAGORS: GARDNER, GARY
GARDNER, KAREN
ADDRESS : 1434 BAFFIN ROAD
MORTGAGE AMT: 450,000.00 CITY Glenview
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 IL 60025
UNPAID BALANCE: 448,564.790 OPTION TO CONVERT : No
MONTHLY P&I: 4,013.34 ANNUAL RATE ADJUST: 0.000
LTV : 60.40000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234933 MORTGAGORS: LER0UX, JEAN PIERRE
LEROUX, DENISE
ADDRESS : 20587 SWANSWAY
MORTGAGE AMT: 352,000.00 CITY DEER PARK
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 IL 60010
UNPAID BALANCE: 350,889.450 OPTION TO CONVERT : No
MONTHLY P&I: 3,163.88 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234941 MORTGAGORS: TRIMBERGER, JOHN
TRIMBERGER, LISA
ADDRESS : 580 CHATEAUX BOURNE DRIVE
MORTGAGE AMT: 528,000.00 CITY BARRINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 IL 60010
UNPAID BALANCE: 526,316.010 OPTION TO CONVERT : No
MONTHLY P&I: 4,708.99 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234958 MORTGAGORS: BEARDSLEE, MAX
ADDRESS : 1095 RIVERBEND CLUB DR
MORTGAGE AMT: 116,000.00 CITY ATLANTA
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 GA 30339
UNPAID BALANCE: 115,273.830 OPTION TO CONVERT : No
MONTHLY P&I: 1,050.76 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234966 MORTGAGORS: WOLF, JOSEPH
WOLF, JILL
ADDRESS : 3008 ERIK LANE
MORTGAGE AMT: 285,000.00 CITY SHEBOYGAN
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 WI 53083
UNPAID BALANCE: 283,176.850 OPTION TO CONVERT : No
MONTHLY P&I: 2,541.78 ANNUAL RATE ADJUST: 0.000
LTV : 67.46000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234974 MORTGAGORS: FISCHER, JOHN
FISCHER, BEVERLY
ADDRESS : 13565 THORNCREEK CIRCLE
MORTGAGE AMT: 274,500.00 CITY THORNTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CO 80241
UNPAID BALANCE: 272,724.980 OPTION TO CONVERT : No
MONTHLY P&I: 2,429.08 ANNUAL RATE ADJUST: 0.000
LTV : 72.43000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234982 MORTGAGORS: FABBIO, ROBERT
ADDRESS : 8709 MENDOCINO DR
MORTGAGE AMT: 509,450.00 CITY AUSTIN
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 TX 78735
UNPAID BALANCE: 507,825.170 OPTION TO CONVERT : No
MONTHLY P&I: 4,543.55 ANNUAL RATE ADJUST: 0.000
LTV : 53.07000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080234990 MORTGAGORS: ZANDKARIMI, HOSSEIN
ADDRESS : 4008 ALMOND COURT
MORTGAGE AMT: 228,000.00 CITY MARIETTA
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 GA 30062
UNPAID BALANCE: 227,296.170 OPTION TO CONVERT : No
MONTHLY P&I: 2,081.33 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235005 MORTGAGORS: FASTH, ROLF
FASTH, TANE
ADDRESS : 509 QUEENSFERRY
MORTGAGE AMT: 250,000.00 CITY CARY
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 NC 27511
UNPAID BALANCE: 249,211.260 OPTION TO CONVERT : No
MONTHLY P&I: 2,247.07 ANNUAL RATE ADJUST: 0.000
LTV : 55.56000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235021 MORTGAGORS: PROBECK, SUSAN
PROBECK, EDWIN
ADDRESS : 845 YORK STREET
MORTGAGE AMT: 440,000.00 CITY DENVER
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CO 80206
UNPAID BALANCE: 438,656.510 OPTION TO CONVERT : No
MONTHLY P&I: 4,047.66 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235039 MORTGAGORS: ROSENBAUM, JONATHAN
ROSENBAUM, SUSAN
ADDRESS : 257 MEETING HOUSE RD
MORTGAGE AMT: 296,000.00 CITY JENKINTOWN
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 PA 19045
UNPAID BALANCE: 294,106.470 OPTION TO CONVERT : No
MONTHLY P&I: 2,639.89 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235047 MORTGAGORS: WAGNER, ROGER
ADDRESS : 5804 WEST DEL LAGO CIRCLE
MORTGAGE AMT: 380,800.00 CITY GLENDALE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 AZ 85308
UNPAID BALANCE: 379,598.590 OPTION TO CONVERT : No
MONTHLY P&I: 3,422.74 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235054 MORTGAGORS: INGELL, JOHN
ADDRESS : 6662 EAST MILLSTONE PLACE
MORTGAGE AMT: 257,600.00 CITY HIGHLANDS RANCH
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 CO 80126
UNPAID BALANCE: 256,822.020 OPTION TO CONVERT : No
MONTHLY P&I: 2,387.98 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235062 MORTGAGORS: BESHEARS, FRED
BESHEARS, SALLY
ADDRESS : 1636 WEST FORSINTHIA COUR
MORTGAGE AMT: 516,530.00 CITY ST. GEORGE ISLAND
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 FL 32328
UNPAID BALANCE: 514,935.490 OPTION TO CONVERT : No
MONTHLY P&I: 4,715.21 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235070 MORTGAGORS: SHETH, NARESH
SHETH, ASHA
ADDRESS : 66 MEADOW COVE RD
MORTGAGE AMT: 348,672.00 CITY PITTSFORD
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 NY 14534
UNPAID BALANCE: 346,393.010 OPTION TO CONVERT : No
MONTHLY P&I: 3,061.32 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235088 MORTGAGORS: HOLMES, DENNIS
HOLMES, CYNTHIA
ADDRESS : LOT 5 BOLTON RD
MORTGAGE AMT: 254,600.00 CITY LANCASTER
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 MA 01523
UNPAID BALANCE: 253,040.440 OPTION TO CONVERT : No
MONTHLY P&I: 2,342.13 ANNUAL RATE ADJUST: 0.000
LTV : 95.00000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235096 MORTGAGORS: HUANG, SMING
HUANG, ANN
ADDRESS : 15 BLOSSOM HILL DRIVE
MORTGAGE AMT: 400,000.00 CITY PLAINSBORO
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 NJ 08536
UNPAID BALANCE: 397,495.950 OPTION TO CONVERT : No
MONTHLY P&I: 3,623.32 ANNUAL RATE ADJUST: 0.000
LTV : 77.37000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235104 MORTGAGORS: TSU, ALBERT
TSU, VIVIEN
ADDRESS : 4 BROWNING CT
MORTGAGE AMT: 352,000.00 CITY WEST WINDSOR
:\
STATE/ZIP :\
LIFETIME RATE : 6.12500 NJ 08550
UNPAID BALANCE: 349,598.820 OPTION TO CONVERT : No
MONTHLY P&I: 2,994.20 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235112 MORTGAGORS: FASS, MITCHELL
FASS, PATRICIA
ADDRESS : 72 WEST SHORE DR
MORTGAGE AMT: 350,000.00 CITY HOPEWELL
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 NJ 08536
UNPAID BALANCE: 347,712.320 OPTION TO CONVERT : No
MONTHLY P&I: 3,072.98 ANNUAL RATE ADJUST: 0.000
LTV : 41.42000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235120 MORTGAGORS: LEDER, WILFRIED
LEDER, PATRICIA
ADDRESS : 36 WATERWAY BOULEVARD
MORTGAGE AMT: 500,000.00 CITY ISLE OF PALMS
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 SC 29451
UNPAID BALANCE: 495,084.300 OPTION TO CONVERT : No
MONTHLY P&I: 4,389.97 ANNUAL RATE ADJUST: 0.000
LTV : 53.95000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235138 MORTGAGORS: BOONE, JAMES
BOONE, SHEILA
ADDRESS : 12821 MOUNT HERMAN RD
MORTGAGE AMT: 292,500.00 CITY ASHLAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 VA 23005
UNPAID BALANCE: 290,588.160 OPTION TO CONVERT : No
MONTHLY P&I: 2,568.13 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235153 MORTGAGORS: ROSZEL, STEPHEN
ROSZEL, SANDRA
ADDRESS : 5930 WILSON RD
MORTGAGE AMT: 290,000.00 CITY MARSHALL
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 VA 20115
UNPAID BALANCE: 289,094.970 OPTION TO CONVERT : No
MONTHLY P&I: 2,626.92 ANNUAL RATE ADJUST: 0.000
LTV : 35.15000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235161 MORTGAGORS: DUBOSE, WILLIAM
DUBOSE, CLAUDIA
ADDRESS : 817 SANDBAR ROAD
MORTGAGE AMT: 370,000.00 CITY CHAPIN
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 SC 29036
UNPAID BALANCE: 368,870.240 OPTION TO CONVERT : No
MONTHLY P&I: 3,403.72 ANNUAL RATE ADJUST: 0.000
LTV : 59.39000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235179 MORTGAGORS: CLAYPOOL, PHILIP
DEKKER, KATHLEEN
ADDRESS : 8893 GLEN ABBEY
MORTGAGE AMT: 265,000.00 CITY TALLAHASSEE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 FL 32312
UNPAID BALANCE: 260,679.760 OPTION TO CONVERT : No
MONTHLY P&I: 2,345.01 ANNUAL RATE ADJUST: 0.000
LTV : 54.75000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235187 MORTGAGORS: ABEL, MARK
ABEL, JEAN
ADDRESS : 4695 PELHAM RD
MORTGAGE AMT: 289,000.00 CITY EARLYSVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 VA 22936
UNPAID BALANCE: 287,151.260 OPTION TO CONVERT : No
MONTHLY P&I: 2,577.46 ANNUAL RATE ADJUST: 0.000
LTV : 77.58000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235203 MORTGAGORS: ODDO, KEVIN
ODDO, KATHLEEN
ADDRESS : 5501 WALES CT
MORTGAGE AMT: 281,950.00 CITY ROANOKE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 VA 24018
UNPAID BALANCE: 280,146.370 OPTION TO CONVERT : No
MONTHLY P&I: 2,514.59 ANNUAL RATE ADJUST: 0.000
LTV : 78.17000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235229 MORTGAGORS: GEORGE, CHERIAN
CHERIAN, RAGIMOL
ADDRESS : 11073 SANDISTAN DRIVE
MORTGAGE AMT: 275,000.00 CITY ST. LOUIS
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MO 63146
UNPAID BALANCE: 273,240.820 OPTION TO CONVERT : No
MONTHLY P&I: 2,452.60 ANNUAL RATE ADJUST: 0.000
LTV : 74.54000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235237 MORTGAGORS: CARLSON, MARGARET
CARLSON, JON
ADDRESS : 12919 TOPPING ESTATES
MORTGAGE AMT: 450,000.00 CITY TOWN & COUNTRY
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MO 63131
UNPAID BALANCE: 448,533.410 OPTION TO CONVERT : No
MONTHLY P&I: 3,950.98 ANNUAL RATE ADJUST: 0.000
LTV : 77.72000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235245 MORTGAGORS: PEITZMEIER, GARY
PEITZMEIER, CHRISTIE
ADDRESS : 9541 GARDNER AVENUE
MORTGAGE AMT: 325,000.00 CITY SPARTA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 WI 54656
UNPAID BALANCE: 322,920.960 OPTION TO CONVERT : No
MONTHLY P&I: 2,898.53 ANNUAL RATE ADJUST: 0.000
LTV : 89.04000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235260 MORTGAGORS: WEHNER, DAVID
WEHNER, ELIZABETH
ADDRESS : 66 OWL CREEK
MORTGAGE AMT: 265,850.00 CITY LABADIE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MO 63055
UNPAID BALANCE: 264,992.880 OPTION TO CONVERT : No
MONTHLY P&I: 2,352.53 ANNUAL RATE ADJUST: 0.000
LTV : 64.84000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235286 MORTGAGORS: DUNGO, JOVEN
DUNGO, SUSAN
ADDRESS : 4 WILDWOOD DR
MORTGAGE AMT: 550,000.00 CITY NORTH CALDWELL
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 NJ 07007
UNPAID BALANCE: 544,930.860 OPTION TO CONVERT : No
MONTHLY P&I: 5,059.58 ANNUAL RATE ADJUST: 0.000
LTV : 78.01000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235294 MORTGAGORS: BOHANNON, J W
BOHANNON, LILLIAN
ADDRESS : 2314 CREEKSIDE CIR S
MORTGAGE AMT: 264,000.00 CITY IRVING
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 TX 75063
UNPAID BALANCE: 262,255.850 OPTION TO CONVERT : No
MONTHLY P&I: 2,299.73 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235302 MORTGAGORS: RUMBAUT, JULIO
ADDRESS : 1060 STILLWATER DR
MORTGAGE AMT: 500,000.00 CITY MIAMI BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 FL 33141
UNPAID BALANCE: 498,387.950 OPTION TO CONVERT : No
MONTHLY P&I: 4,424.55 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235310 MORTGAGORS: LYSANDROU, PLATO
LYSANDROU, CAROLYN
ADDRESS : 5407 STONEBRIDGE
MORTGAGE AMT: 337,600.00 CITY PEORIA
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 IL 61615
UNPAID BALANCE: 336,499.720 OPTION TO CONVERT : No
MONTHLY P&I: 2,964.11 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235328 MORTGAGORS: COLTON, RICHARD
COLTON, JUDITH
ADDRESS : 3894 GLEN FALLS
MORTGAGE AMT: 450,000.00 CITY BLOOMFIELD HILLS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MI 48302
UNPAID BALANCE: 447,090.160 OPTION TO CONVERT : No
MONTHLY P&I: 3,982.10 ANNUAL RATE ADJUST: 0.000
LTV : 54.22000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235336 MORTGAGORS: HERNANDEZ, RODRIGO
ADDRESS : 62 SCRIVENS ST
MORTGAGE AMT: 106,000.00 CITY TOTOWA
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 NJ 07512
UNPAID BALANCE: 105,676.340 OPTION TO CONVERT : No
MONTHLY P&I: 975.12 ANNUAL RATE ADJUST: 0.000
LTV : 60.57000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235344 MORTGAGORS: PAQUET, RONALD
PAQUET, NANCY
ADDRESS : 404 WEST RIDGE
MORTGAGE AMT: 380,000.00 CITY JOLIET
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 IL 60431
UNPAID BALANCE: 377,569.120 OPTION TO CONVERT : No
MONTHLY P&I: 3,389.05 ANNUAL RATE ADJUST: 0.000
LTV : 76.77000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235351 MORTGAGORS: KOLLIAS, STEPHEN
KOLLIAS, GAIL
ADDRESS : 3732 TREWITHEN LANE
MORTGAGE AMT: 260,000.00 CITY CARMEL
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 IN 46032
UNPAID BALANCE: 258,336.770 OPTION TO CONVERT : No
MONTHLY P&I: 2,318.83 ANNUAL RATE ADJUST: 0.000
LTV : 78.31000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235369 MORTGAGORS: GODWIN, WILLIAM
GODWIN, DEBORAH
ADDRESS : 3918 COLONEL VANDERHORST
MORTGAGE AMT: 400,000.00 CITY MT. PLEASANT
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 SC 29464
UNPAID BALANCE: 397,413.470 OPTION TO CONVERT : No
MONTHLY P&I: 3,539.64 ANNUAL RATE ADJUST: 0.000
LTV : 69.57000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235377 MORTGAGORS: TUTTLE, THOMAS
TUTTLE, JUDY
ADDRESS : 3133 CATRINA LN
MORTGAGE AMT: 472,000.00 CITY ANNAPOLIS
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 MD 21403-
UNPAID BALANCE: 470,428.240 OPTION TO CONVERT : No
MONTHLY P&I: 4,079.27 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235385 MORTGAGORS: DODDS, WILLIAM
DODDS, PATRICIA
ADDRESS : 6581 DONNEGAL CT. S.E.
MORTGAGE AMT: 324,500.00 CITY GRAND RAPIDS
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MI 49546
UNPAID BALANCE: 322,446.460 OPTION TO CONVERT : No
MONTHLY P&I: 2,916.70 ANNUAL RATE ADJUST: 0.000
LTV : 47.37000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235393 MORTGAGORS: MANTONYA, JERRY
MANTONYA, JUDITH
ADDRESS : 3028 MAPLE AVE
MORTGAGE AMT: 328,000.00 CITY MILLERSPORT
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 OH 43046
UNPAID BALANCE: 325,901.780 OPTION TO CONVERT : No
MONTHLY P&I: 2,925.28 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235401 MORTGAGORS: RUSSO, JOSEPH
ADDRESS : 26883 PARK TERRACE LN
MORTGAGE AMT: 131,250.00 CITY MISSION VIEJO
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92692
UNPAID BALANCE: 130,410.380 OPTION TO CONVERT : No
MONTHLY P&I: 1,170.56 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235419 MORTGAGORS: GOETZE, ALBERT
GOETZE, SUSAN
ADDRESS : 1531 SPARKS RD
MORTGAGE AMT: 373,300.00 CITY SPARKS
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MD 21152
UNPAID BALANCE: 372,109.410 OPTION TO CONVERT : No
MONTHLY P&I: 3,329.29 ANNUAL RATE ADJUST: 0.000
LTV : 79.26000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235427 MORTGAGORS: MASSEY, SAMUEL
MASSEY, MARIANNE
ADDRESS : 169 RICHLAND HTS
MORTGAGE AMT: 372,000.00 CITY GRAY
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TN 37615
UNPAID BALANCE: 370,800.640 OPTION TO CONVERT : No
MONTHLY P&I: 3,291.87 ANNUAL RATE ADJUST: 0.000
LTV : 78.81000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235435 MORTGAGORS: PASHEA, DALE
ADDRESS : 278 MERLOT LANE
MORTGAGE AMT: 535,650.00 CITY ST ALBANS
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MO 63073-
UNPAID BALANCE: 532,148.890 OPTION TO CONVERT : No
MONTHLY P&I: 4,702.98 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235443 MORTGAGORS: GRESICK, ROBERT
GRESICK, CATHERINE
ADDRESS : 11 COACH N FOUR
MORTGAGE AMT: 268,000.00 CITY ST LOUIS
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MO 63131
UNPAID BALANCE: 267,145.250 OPTION TO CONVERT : No
MONTHLY P&I: 2,390.17 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235450 MORTGAGORS: JIMENEZ, DANILO
JIMENEZ, MARILOU
ADDRESS : 11143 YELLOW LEAF WAY
MORTGAGE AMT: 289,000.00 CITY GERMANTOWN
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MD 20876
UNPAID BALANCE: 288,068.240 OPTION TO CONVERT : No
MONTHLY P&I: 2,557.39 ANNUAL RATE ADJUST: 0.000
LTV : 85.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080235484 MORTGAGORS: DRISCOLL, JUDE
DRISCOLL, MARCEA
ADDRESS : 5725 BROOKWOOD RD
MORTGAGE AMT: 580,000.00 CITY INDIANAPOLIS
:\
STATE/ZIP :\
LIFETIME RATE : 7.75000 IN 46226
UNPAID BALANCE: 578,286.430 OPTION TO CONVERT : No
MONTHLY P&I: 5,459.40 ANNUAL RATE ADJUST: 0.000
LTV : 74.36000 OUTSIDE CONV DATE:
CURRENT INT 7.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080236219 MORTGAGORS: PELTON, JEFFREY
PELTON, ELISSA
ADDRESS : 2120 EVERGLADES PLACE
MORTGAGE AMT: 280,000.00 CITY DAVIS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 95616
UNPAID BALANCE: 279,097.250 OPTION TO CONVERT : No
MONTHLY P&I: 2,477.75 ANNUAL RATE ADJUST: 0.000
LTV : 73.49081 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080236276 MORTGAGORS: GAGE, GREG
GAGE, AMY
ADDRESS : 1707 SE 71ST AVENUE
MORTGAGE AMT: 368,000.00 CITY PORTLAND
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 OR 97215
UNPAID BALANCE: 366,876.350 OPTION TO CONVERT : No
MONTHLY P&I: 3,385.32 ANNUAL RATE ADJUST: 0.000
LTV : 73.60000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237191 MORTGAGORS: GUARNIERI, LOUIS
GUARNIERI, ROSARIA
ADDRESS : 15 MARINERS LaNe
MORTGAGE AMT: 296,200.00 CITY STAMFORD
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CT 06902
UNPAID BALANCE: 290,450.050 OPTION TO CONVERT : No
MONTHLY P&I: 2,641.68 ANNUAL RATE ADJUST: 0.000
LTV : 74.99000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 02/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237209 MORTGAGORS: BURGWEGER, FRANCIS
BURGWEGER, KATHLEEN
ADDRESS : 24 CAT ROCK ROAD
MORTGAGE AMT: 500,000.00 CITY GREENWICH
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 CT 06807
UNPAID BALANCE: 496,661.150 OPTION TO CONVERT : No
MONTHLY P&I: 4,321.25 ANNUAL RATE ADJUST: 0.000
LTV : 65.36000 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237217 MORTGAGORS: SHUKIE, JAMES
SHUKIE, MARGARET
ADDRESS : 11 WEATHERVANE DRive
MORTGAGE AMT: 295,000.00 CITY EASTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CT 06612
UNPAID BALANCE: 293,071.830 OPTION TO CONVERT : No
MONTHLY P&I: 2,590.09 ANNUAL RATE ADJUST: 0.000
LTV : 64.13000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237241 MORTGAGORS: SCHILTZ, TIMOTHY
ADDRESS : 1400 COUNTRY CLUB blvd
MORTGAGE AMT: 416,000.00 CITY CLIVE
:\
STATE/ZIP :\
LIFETIME RATE : 6.25000 IA 50325
UNPAID BALANCE: 413,192.280 OPTION TO CONVERT : No
MONTHLY P&I: 3,566.88 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.25000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237258 MORTGAGORS: FRANCIS, JOSEPH
FRANCIS, PATRICIA
ADDRESS : 3887 LOCKERBIE DRive
MORTGAGE AMT: 370,000.00 CITY BIRMINGHAM
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 AL 35223
UNPAID BALANCE: 367,581.600 OPTION TO CONVERT : No
MONTHLY P&I: 3,248.58 ANNUAL RATE ADJUST: 0.000
LTV : 61.67000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237266 MORTGAGORS: MOONEY, CHARLES
HAST, LAURIE
ADDRESS : 816 N.W. 145TH CIRCLE
MORTGAGE AMT: 308,000.00 CITY OKLAHOMA CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 OK 73013
UNPAID BALANCE: 306,008.370 OPTION TO CONVERT : No
MONTHLY P&I: 2,725.52 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237308 MORTGAGORS: MEYER, MARK
MEYER, PATRICIA
ADDRESS : 20415 West FM 1097
MORTGAGE AMT: 390,638.00 CITY MONTGOMERY
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 TX 77356
UNPAID BALANCE: 388,139.080 OPTION TO CONVERT : No
MONTHLY P&I: 3,483.93 ANNUAL RATE ADJUST: 0.000
LTV : 59.72000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237316 MORTGAGORS: RUDEEN, STANLEY
RUDEEN, BETTY
ADDRESS : 30 LODGE POLE TRAIL
MORTGAGE AMT: 250,000.00 CITY TABERNASH
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CO 80478
UNPAID BALANCE: 244,261.750 OPTION TO CONVERT : No
MONTHLY P&I: 2,212.28 ANNUAL RATE ADJUST: 0.000
LTV : 62.50000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 01/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237324 MORTGAGORS: SCHNECK, JAMES
ADDRESS : 10786 GREENWAY ROAD
MORTGAGE AMT: 340,000.00 CITY SCOTTSDALE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 AZ 85259
UNPAID BALANCE: 336,763.130 OPTION TO CONVERT : No
MONTHLY P&I: 3,056.02 ANNUAL RATE ADJUST: 0.000
LTV : 76.23000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237332 MORTGAGORS: LEE, G.
ADDRESS : 94 BAKER'S HILL ROAD
MORTGAGE AMT: 320,000.00 CITY WESTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MA 02493
UNPAID BALANCE: 316,240.720 OPTION TO CONVERT : No
MONTHLY P&I: 3,674.37 ANNUAL RATE ADJUST: 0.000
LTV : 50.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/09
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237340 MORTGAGORS: ARPIN, PETER
ARPIN, BONNIE
ADDRESS : 360 CLAYPOOL DRIVE
MORTGAGE AMT: 307,500.00 CITY WARWICK
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 RI 02886
UNPAID BALANCE: 305,511.600 OPTION TO CONVERT : No
MONTHLY P&I: 2,721.10 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237357 MORTGAGORS: JUHL, R
JUHL, LYNN
ADDRESS : 5428 WEST 7TH STREET ROAD
MORTGAGE AMT: 600,000.00 CITY GREELEY
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CO 80634
UNPAID BALANCE: 596,120.200 OPTION TO CONVERT : No
MONTHLY P&I: 5,309.46 ANNUAL RATE ADJUST: 0.000
LTV : 77.92000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237399 MORTGAGORS: WESTBERG, JOHN
WESTBERG, CYNTHIA
ADDRESS : 726 W NORTHVIEW AVE
MORTGAGE AMT: 260,000.00 CITY PHOENIX
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 AZ 85021
UNPAID BALANCE: 257,498.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,318.83 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237407 MORTGAGORS: YOUNG, DARRYL
ADDRESS : 2701 W FARM TO MARKET HIG
MORTGAGE AMT: 261,000.00 CITY PERRIN
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 TX 76486
UNPAID BALANCE: 258,594.460 OPTION TO CONVERT : No
MONTHLY P&I: 2,401.00 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237415 MORTGAGORS: WAGNER, JOHN
WAGNER, TRACY
ADDRESS : 9227 N VIRGINIA
MORTGAGE AMT: 247,500.00 CITY KANSAS CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MO 64155
UNPAID BALANCE: 245,092.630 OPTION TO CONVERT : No
MONTHLY P&I: 2,190.15 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237456 MORTGAGORS: NORTH, JOHN
NORTH, JANE
ADDRESS : 15625 EAST CACTUS DRIVE
MORTGAGE AMT: 296,000.00 CITY FOUNTAIN HILLS
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 AZ 85268
UNPAID BALANCE: 290,253.890 OPTION TO CONVERT : No
MONTHLY P&I: 2,639.89 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 02/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237464 MORTGAGORS: LAWTON, RANDALL
LAWTON, CATHERINE
ADDRESS : 707 NORTH BROADWAY
MORTGAGE AMT: 398,700.00 CITY DE PERE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 WI 54115
UNPAID BALANCE: 389,548.640 OPTION TO CONVERT : No
MONTHLY P&I: 3,528.14 ANNUAL RATE ADJUST: 0.000
LTV : 69.34000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 01/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237472 MORTGAGORS: LUX, SAMUEL
ADDRESS : 11 BARTLETT'S LANDING ROA
MORTGAGE AMT: 300,000.00 CITY MT DESERT
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 ME 04660
UNPAID BALANCE: 291,114.510 OPTION TO CONVERT : No
MONTHLY P&I: 3,444.72 ANNUAL RATE ADJUST: 0.000
LTV : 50.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/09
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237514 MORTGAGORS: HESS, GEORGE
HESS, SIGRID
ADDRESS : 1296 PRESERVE CIRCLE
MORTGAGE AMT: 292,500.00 CITY GOLDEN
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CO 80401
UNPAID BALANCE: 289,715.360 OPTION TO CONVERT : No
MONTHLY P&I: 2,629.07 ANNUAL RATE ADJUST: 0.000
LTV : 47.95000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237522 MORTGAGORS: STOOKEY, DAVID
STOOKEY, HILLARY
ADDRESS : 179 COGGESHALL AVENUE
MORTGAGE AMT: 375,000.00 CITY NEWPORT
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 RI 02840
UNPAID BALANCE: 372,548.920 OPTION TO CONVERT : No
MONTHLY P&I: 3,292.48 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237530 MORTGAGORS: CONRAD, JOSEPH
CONRAD, CAROLYN
ADDRESS : 3205 GLOUCHESTER DRIVE
MORTGAGE AMT: 300,000.00 CITY FALLSTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 MD 21047
UNPAID BALANCE: 298,018.010 OPTION TO CONVERT : No
MONTHLY P&I: 2,613.32 ANNUAL RATE ADJUST: 0.000
LTV : 73.17000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237555 MORTGAGORS: CHAN, LAWRENCE
GAO, DANCHEN
ADDRESS : 1446 SOUTH PRAIRIE AVENUE
MORTGAGE AMT: 310,000.00 CITY CHICAGO
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 IL 60605
UNPAID BALANCE: 308,016.920 OPTION TO CONVERT : No
MONTHLY P&I: 2,764.75 ANNUAL RATE ADJUST: 0.000
LTV : 79.49000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237563 MORTGAGORS: SINIARD, STEPHEN
SINIARD, VIRGINIA
ADDRESS : 5707 MACON DRIVE
MORTGAGE AMT: 384,750.00 CITY HUNTSVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 AL 35802
UNPAID BALANCE: 380,926.780 OPTION TO CONVERT : No
MONTHLY P&I: 3,351.59 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080237662 MORTGAGORS: MCGINN, THOMAS
NAGY, ANNAMARIA
ADDRESS : 16561 NINA CIRCLE
MORTGAGE AMT: 260,000.00 CITY OMAHA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 NE 68130
UNPAID BALANCE: 258,336.770 OPTION TO CONVERT : No
MONTHLY P&I: 2,318.82 ANNUAL RATE ADJUST: 0.000
LTV : 64.04000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080238082 MORTGAGORS: KELLEY, JAMES
ADDRESS : 713 MILL WALK
MORTGAGE AMT: 440,000.00 CITY Atlanta
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 GA 30327
UNPAID BALANCE: 438,596.670 OPTION TO CONVERT : No
MONTHLY P&I: 3,924.16 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080242423 MORTGAGORS: WILKES, JAMES
WILKES, JAYMI
ADDRESS : 14700 SANTA ANA ROAD
MORTGAGE AMT: 297,500.00 CITY ATASCADERO
:\
STATE/ZIP :\
LIFETIME RATE : 7.75000 CA 93422
UNPAID BALANCE: 296,621.050 OPTION TO CONVERT : No
MONTHLY P&I: 2,800.30 ANNUAL RATE ADJUST: 0.000
LTV : 85.00000 OUTSIDE CONV DATE:
CURRENT INT 7.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080243074 MORTGAGORS: CHENG, ANDREW
CHENG, MABEL
ADDRESS : 2443 STIRRUP COURT
MORTGAGE AMT: 355,000.00 CITY WALNUT CREE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 94596
UNPAID BALANCE: 352,704.460 OPTION TO CONVERT : No
MONTHLY P&I: 3,141.43 ANNUAL RATE ADJUST: 0.000
LTV : 78.02198 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080244999 MORTGAGORS: FOGARTY, WILLIAM
FREYER, JOHN
ADDRESS : 10420 VERDUGO ROAD
MORTGAGE AMT: 568,000.00 CITY MURRIETA ARea
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CA 92562
UNPAID BALANCE: 566,265.670 OPTION TO CONVERT : No
MONTHLY P&I: 5,225.16 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080245343 MORTGAGORS: RENNER, WALTER
RENNER, LIZA
ADDRESS : 3508 COMMODORE CT.
MORTGAGE AMT: 410,000.00 CITY OAK HILL
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 VA 20171
UNPAID BALANCE: 408,678.120 OPTION TO CONVERT : No
MONTHLY P&I: 3,628.13 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080245384 MORTGAGORS: GERKIN, JIM
GERKIN, CHRISTINE
ADDRESS : 6112 KINGLET COURT
MORTGAGE AMT: 350,300.00 CITY GLEN ALLEN
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 VA 23060
UNPAID BALANCE: 349,145.970 OPTION TO CONVERT : No
MONTHLY P&I: 3,051.49 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080245392 MORTGAGORS: KAUFMAN, JOHN
KAUFMAN, HELENE
ADDRESS : 25615 NORTH MOORE LANE
MORTGAGE AMT: 254,350.00 CITY STEVENSON R
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 91381
UNPAID BALANCE: 254,350.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,303.99 ANNUAL RATE ADJUST: 0.000
LTV : 62.89611 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080245780 MORTGAGORS: NAGAREDA, CRAIG
NAGAREDA, KAREN
ADDRESS : 260 MCMAHON ROAD
MORTGAGE AMT: 568,000.00 CITY HOLLISTER
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CA 95023
UNPAID BALANCE: 568,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 5,225.16 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080247588 MORTGAGORS: DODIN, GENNADY
KUPRIENKO, NINA
ADDRESS : 2806 MCANDREW COURT
MORTGAGE AMT: 310,000.00 CITY SAN JOSE
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 95121
UNPAID BALANCE: 307,471.020 OPTION TO CONVERT : No
MONTHLY P&I: 2,721.78 ANNUAL RATE ADJUST: 0.000
LTV : 69.67075 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080248305 MORTGAGORS: JONES, MICHAEL
JONES, SHARON
ADDRESS : 22444 RIVERSIDE DRIVE
MORTGAGE AMT: 352,650.00 CITY CUPERTINO
:\
STATE/ZIP :\
LIFETIME RATE : 6.12500 CA 95014
UNPAID BALANCE: 349,032.360 OPTION TO CONVERT : No
MONTHLY P&I: 2,999.73 ANNUAL RATE ADJUST: 0.000
LTV : 41.98214 OUTSIDE CONV DATE:
CURRENT INT 6.12500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080248354 MORTGAGORS: HOWE, CHARLES
HOWE, CAROLA
ADDRESS : 9 KNOLL WAY
MORTGAGE AMT: 530,000.00 CITY SAN RAFAEL
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 CA 94903
UNPAID BALANCE: 528,235.100 OPTION TO CONVERT : No
MONTHLY P&I: 4,580.53 ANNUAL RATE ADJUST: 0.000
LTV : 55.78947 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080250095 MORTGAGORS: FATIGH, ABBAS
FATIGH, JILLA
ADDRESS : 27719 HAWTHORNE Boulevard
MORTGAGE AMT: 256,000.00 CITY Rancho Palos Verdes
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 CA 90275
UNPAID BALANCE: 252,878.290 OPTION TO CONVERT : No
MONTHLY P&I: 2,373.15 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:352
--------------------------------------------------------------------------------
LN # 0080250244 MORTGAGORS: ZOHOURIAN, HADI
ZOHOURIAN, FARAH
ADDRESS : 1341 LUGO AVE
MORTGAGE AMT: 280,000.00 CITY CORAL GABLES
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 FL 33156
UNPAID BALANCE: 279,135.650 OPTION TO CONVERT : No
MONTHLY P&I: 2,556.02 ANNUAL RATE ADJUST: 0.000
LTV : 52.34000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:352
--------------------------------------------------------------------------------
LN # 0080250814 MORTGAGORS: GRASKAMP, EDWARD
ADDRESS : 660 LIONSHEAD PLACE 10
MORTGAGE AMT: 248,000.00 CITY VAIL
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 CO 81657
UNPAID BALANCE: 246,545.920 OPTION TO CONVERT : No
MONTHLY P&I: 2,352.16 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:352
--------------------------------------------------------------------------------
LN # 0080251382 MORTGAGORS: KWAK, YUN
KWAK, HEE
ADDRESS : 701 WEST BIRCH AVE
MORTGAGE AMT: 105,000.00 CITY CLOVIS
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 93611
UNPAID BALANCE: 105,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 958.51 ANNUAL RATE ADJUST: 0.000
LTV : 67.74194 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252372 MORTGAGORS: ABAIR, HARRY
ABAIR, MARYANN
ADDRESS : 1310 VALLEY OAK WAY
MORTGAGE AMT: 250,350.00 CITY BEL AIR
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MD 21014
UNPAID BALANCE: 249,551.540 OPTION TO CONVERT : No
MONTHLY P&I: 2,232.76 ANNUAL RATE ADJUST: 0.000
LTV : 79.99808 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252539 MORTGAGORS: REED, THOMAS
REED, MARY
ADDRESS : 5410 LOCUST
MORTGAGE AMT: 379,000.00 CITY CHINO
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 91708
UNPAID BALANCE: 370,300.760 OPTION TO CONVERT : No
MONTHLY P&I: 3,353.81 ANNUAL RATE ADJUST: 0.000
LTV : 79.78947 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 01/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252547 MORTGAGORS: DAY, DANIEL
DAY, DEBORAH
ADDRESS : 4513 EDINA BOULEVARD
MORTGAGE AMT: 400,000.00 CITY EDINA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MN 55424
UNPAID BALANCE: 394,294.940 OPTION TO CONVERT : No
MONTHLY P&I: 3,539.64 ANNUAL RATE ADJUST: 0.000
LTV : 51.61290 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252554 MORTGAGORS: LOZOVSKY, ALEKSANDR
OVCHAROVA, TATYANA
ADDRESS : 3 WOODLAND EAST
MORTGAGE AMT: 350,000.00 CITY RIVERWOODS
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 IL 60073
UNPAID BALANCE: 345,278.400 OPTION TO CONVERT : No
MONTHLY P&I: 3,145.90 ANNUAL RATE ADJUST: 0.000
LTV : 67.30769 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252562 MORTGAGORS: SMITH, MARCUS
ADDRESS : 553 ARROW WOOD BEACH CIRC
MORTGAGE AMT: 256,000.00 CITY TRINIDAD
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 TX 75163
UNPAID BALANCE: 254,397.400 OPTION TO CONVERT : No
MONTHLY P&I: 2,318.93 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252570 MORTGAGORS: GRUBB, JAMES
GRUBB, SARA
ADDRESS : 11212 MEMORIAL DRIVE
MORTGAGE AMT: 349,000.00 CITY HOUSTON
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 TX 77024
UNPAID BALANCE: 346,590.250 OPTION TO CONVERT : No
MONTHLY P&I: 3,136.91 ANNUAL RATE ADJUST: 0.000
LTV : 46.90860 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252588 MORTGAGORS: ELBAUM, DAVID
ELBAUM, SHERRY
ADDRESS : 23306 PARK COLOMBO
MORTGAGE AMT: 600,000.00 CITY CALABASAS
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 91302
UNPAID BALANCE: 598,086.380 OPTION TO CONVERT : No
MONTHLY P&I: 5,351.12 ANNUAL RATE ADJUST: 0.000
LTV : 60.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252596 MORTGAGORS: HESS, EDWIN
HESS, DENISE
HESS, BRADLEY
HESS, NANCY
ADDRESS : 6745 BIRCHMAN DRIVE
MORTGAGE AMT: 375,000.00 CITY RANCHO PALO
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 90275
UNPAID BALANCE: 372,575.130 OPTION TO CONVERT : No
MONTHLY P&I: 3,318.41 ANNUAL RATE ADJUST: 0.000
LTV : 58.68545 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252620 MORTGAGORS: CHING, DANIEL
CHING, WONSUK
ADDRESS : 9103 NORTH CYPRESS AVENUE
MORTGAGE AMT: 334,400.00 CITY CLOVIS
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 93611
UNPAID BALANCE: 332,283.800 OPTION TO CONVERT : No
MONTHLY P&I: 3,005.69 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252638 MORTGAGORS: SUAYAN, JOSE
ADDRESS : 151 CORAL COURT
MORTGAGE AMT: 335,200.00 CITY PISMO BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 CA 93449
UNPAID BALANCE: 334,083.780 OPTION TO CONVERT : No
MONTHLY P&I: 2,896.97 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252653 MORTGAGORS: HENTZ, CARLA
ADDRESS : 910 SOUTH BEL AIRE DRIVe
MORTGAGE AMT: 310,000.00 CITY BURBANK
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 91501
UNPAID BALANCE: 309,000.530 OPTION TO CONVERT : No
MONTHLY P&I: 2,743.22 ANNUAL RATE ADJUST: 0.000
LTV : 64.98952 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252661 MORTGAGORS: COLSON, WILLIAM
COLSON, BONNIE
ADDRESS : 10801 EAST HAPPY VALLEY R
MORTGAGE AMT: 400,000.00 CITY SCOTTSDALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 AZ 85255
UNPAID BALANCE: 395,332.790 OPTION TO CONVERT : No
MONTHLY P&I: 4,618.61 ANNUAL RATE ADJUST: 0.000
LTV : 51.61290 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/09
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252679 MORTGAGORS: SETHI, JEETANDER
SETHI, RENU
ADDRESS : 2741 WEST LAKE VAN NESS C
MORTGAGE AMT: 588,750.00 CITY FRESNO
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 93711
UNPAID BALANCE: 584,942.940 OPTION TO CONVERT : No
MONTHLY P&I: 5,209.91 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252687 MORTGAGORS: HIRASAWA, CRAIG
LE, LINH
ADDRESS : 4206 NATOMA AVENUE
MORTGAGE AMT: 650,000.00 CITY LOS ANGELES
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 91364
UNPAID BALANCE: 645,751.470 OPTION TO CONVERT : No
MONTHLY P&I: 5,706.96 ANNUAL RATE ADJUST: 0.000
LTV : 74.28571 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252695 MORTGAGORS: CRAWFORD, SUSAN
ADDRESS : 325 31ST STREET
MORTGAGE AMT: 552,000.00 CITY MANHATTAN Beach
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 90266
UNPAID BALANCE: 548,506.760 OPTION TO CONVERT : No
MONTHLY P&I: 4,961.54 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252703 MORTGAGORS: HEADLEY, DON
HEADLEY, CHRISTINE
ADDRESS : 10437 NORTH 57TH STREET
MORTGAGE AMT: 367,200.00 CITY SCOTTSDALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 AZ 85253
UNPAID BALANCE: 366,028.860 OPTION TO CONVERT : No
MONTHLY P&I: 3,274.89 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252711 MORTGAGORS: PATE, DAVID
ADDRESS : 3488 WEST NECK ROAD
MORTGAGE AMT: 302,300.00 CITY VIRGINIA BEach
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 VA 23457
UNPAID BALANCE: 300,407.550 OPTION TO CONVERT : No
MONTHLY P&I: 2,738.33 ANNUAL RATE ADJUST: 0.000
LTV : 79.99471 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080252729 MORTGAGORS: YOUNG, JOSEPH
YOUNG, DIANE
ADDRESS : 15 VILLAGE DRIVE
MORTGAGE AMT: 277,450.00 CITY LITTLETON
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CO 80123
UNPAID BALANCE: 275,636.540 OPTION TO CONVERT : No
MONTHLY P&I: 2,435.99 ANNUAL RATE ADJUST: 0.000
LTV : 77.71709 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253453 MORTGAGORS: WINTER, KARL
WINTER, SHARON
ADDRESS : 11555 BURR OAK LANE
MORTGAGE AMT: 296,000.00 CITY BURR RIDGE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 IL 60525
UNPAID BALANCE: 288,213.350 OPTION TO CONVERT : No
MONTHLY P&I: 2,619.33 ANNUAL RATE ADJUST: 0.000
LTV : 59.20000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 12/01/13
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253461 MORTGAGORS: TOBIAS, PAUL
TOBIAS, EMILY
ADDRESS : 6995 S INDIAN GARDEN RD
MORTGAGE AMT: 351,200.00 CITY PETOSKEY
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MI 49770
UNPAID BALANCE: 344,454.210 OPTION TO CONVERT : No
MONTHLY P&I: 3,156.68 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 02/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253479 MORTGAGORS: ALLEN, MARVIN
ALLEN, CAROL
ADDRESS : 8579 76TH
MORTGAGE AMT: 280,000.00 CITY HUDSONVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MI 49426
UNPAID BALANCE: 276,435.410 OPTION TO CONVERT : No
MONTHLY P&I: 2,516.72 ANNUAL RATE ADJUST: 0.000
LTV : 72.37000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253487 MORTGAGORS: WARP, JEANNE
ADDRESS : 225 KENMORE AVENUE
MORTGAGE AMT: 477,500.00 CITY ELMHURST
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 IL 60126
UNPAID BALANCE: 469,797.640 OPTION TO CONVERT : No
MONTHLY P&I: 4,258.60 ANNUAL RATE ADJUST: 0.000
LTV : 57.88000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253495 MORTGAGORS: EDWARDS, CHRISTOPHER
YODER-EDWARDS, SALLY
ADDRESS : 26270 SIENA DRIVE
MORTGAGE AMT: 269,750.00 CITY BONITA SPRINGS
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 FL 34134
UNPAID BALANCE: 266,315.900 OPTION TO CONVERT : No
MONTHLY P&I: 2,424.59 ANNUAL RATE ADJUST: 0.000
LTV : 46.27000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253503 MORTGAGORS: ARMBRECHT, GARY
ARMBRECHT, CHRISTINE
ADDRESS : 2000 SAN LU RAE SE
MORTGAGE AMT: 310,400.00 CITY GRAND RAPIDS
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MI 49506
UNPAID BALANCE: 303,114.860 OPTION TO CONVERT : No
MONTHLY P&I: 3,584.04 ANNUAL RATE ADJUST: 0.000
LTV : 54.65000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/09
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253511 MORTGAGORS: CALKINS, JEFFREY
ADDRESS : 113 BAY MEADOWS DR
MORTGAGE AMT: 271,000.00 CITY HOLLAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MI 49424
UNPAID BALANCE: 267,512.860 OPTION TO CONVERT : No
MONTHLY P&I: 2,416.93 ANNUAL RATE ADJUST: 0.000
LTV : 77.99000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253529 MORTGAGORS: VANDERSCHIE, DONN
VANDERSCHIE, MARLENE
ADDRESS : 33 BAY MEADOWS DR
MORTGAGE AMT: 330,000.00 CITY HOLLAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MI 49424
UNPAID BALANCE: 324,676.890 OPTION TO CONVERT : No
MONTHLY P&I: 2,943.12 ANNUAL RATE ADJUST: 0.000
LTV : 71.35000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253537 MORTGAGORS: KEISWETT, PAUL
ADDRESS : 1689 PLEASANTVVIEW RD
MORTGAGE AMT: 314,900.00 CITY PELLSTON
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MI 49769
UNPAID BALANCE: 310,891.120 OPTION TO CONVERT : No
MONTHLY P&I: 2,830.41 ANNUAL RATE ADJUST: 0.000
LTV : 49.47000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253545 MORTGAGORS: BLUM, IRVING
ADDRESS : 4681 COVE
MORTGAGE AMT: 504,000.00 CITY WEST BLOOMFIELD
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 MI 48323
UNPAID BALANCE: 500,844.880 OPTION TO CONVERT : No
MONTHLY P&I: 4,565.39 ANNUAL RATE ADJUST: 0.000
LTV : 43.83000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253552 MORTGAGORS: COVER, RICHARD
COVER, SUSAN
ADDRESS : 8181 EAST SHORE RD
MORTGAGE AMT: 395,000.00 CITY TRAVERSE CITY
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MI 49686
UNPAID BALANCE: 389,971.410 OPTION TO CONVERT : No
MONTHLY P&I: 3,550.37 ANNUAL RATE ADJUST: 0.000
LTV : 33.62000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253560 MORTGAGORS: MANZ, J.
MANZ, PATRICIA
ADDRESS : 7930 DEERVIEW
MORTGAGE AMT: 550,000.00 CITY BURR RIDGE\ :\
STATE/ZIP :\
LIFETIME RATE : 7.12500 IL 60525
UNPAID BALANCE: 544,820.030 OPTION TO CONVERT : No
MONTHLY P&I: 4,982.07 ANNUAL RATE ADJUST: 0.000
LTV : 50.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253578 MORTGAGORS: MURK, STEPHEN
MURK, DARLA
ADDRESS : 76701 ELEVENTH AVENUE
MORTGAGE AMT: 369,000.00 CITY SOUTH HAVEN
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MI 49090
UNPAID BALANCE: 366,639.500 OPTION TO CONVERT : No
MONTHLY P&I: 3,290.94 ANNUAL RATE ADJUST: 0.000
LTV : 33.55000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253586 MORTGAGORS: FERRO D.O., RICHARD
FERRO, MARY
ADDRESS : 3689 AUTUMNWOOD
MORTGAGE AMT: 466,000.00 CITY OKEMOS
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 MI 48864
UNPAID BALANCE: 463,082.780 OPTION TO CONVERT : No
MONTHLY P&I: 4,221.17 ANNUAL RATE ADJUST: 0.000
LTV : 72.81000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253594 MORTGAGORS: STEARNS, VIRGIL
STEARNS, PATRICIA
ADDRESS : 7800 RAVEN DRIVE
MORTGAGE AMT: 400,000.00 CITY CALEDONIA
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MI 49316
UNPAID BALANCE: 393,026.450 OPTION TO CONVERT : No
MONTHLY P&I: 4,644.34 ANNUAL RATE ADJUST: 0.000
LTV : 60.15000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/09
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253602 MORTGAGORS: JUNGSLAGER, FRANCISCUS
JUNGSLAGER, KAREN
ADDRESS : 8 ELIZABETH AVENUE
MORTGAGE AMT: 425,000.00 CITY GRAND HAVEN
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MI 49417
UNPAID BALANCE: 419,531.290 OPTION TO CONVERT : No
MONTHLY P&I: 3,790.38 ANNUAL RATE ADJUST: 0.000
LTV : 79.74000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253610 MORTGAGORS: SCHWAB, FREDERICK
SCHWAB, DORTHY
ADDRESS : 1734 INDIAN POINT RD
MORTGAGE AMT: 410,000.00 CITY BRUTUS
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MI 49716
UNPAID BALANCE: 407,405.390 OPTION TO CONVERT : No
MONTHLY P&I: 3,685.20 ANNUAL RATE ADJUST: 0.000
LTV : 42.05000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253628 MORTGAGORS: LAMBERTS, ROBERT
LAMBERTS, NANCY
ADDRESS : 1657 HILLSBORO AVENUE SE
MORTGAGE AMT: 278,150.00 CITY GRAND RAPIDS
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MI 49546
UNPAID BALANCE: 276,370.680 OPTION TO CONVERT : No
MONTHLY P&I: 2,480.69 ANNUAL RATE ADJUST: 0.000
LTV : 79.47000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253636 MORTGAGORS: POPOSKI, CHARLES
POPOSKI, JOAN
ADDRESS : 1205 N KENOWA DR
MORTGAGE AMT: 355,000.00 CITY LUDINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MI 49431
UNPAID BALANCE: 353,879.990 OPTION TO CONVERT : No
MONTHLY P&I: 3,190.84 ANNUAL RATE ADJUST: 0.000
LTV : 72.82000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253644 MORTGAGORS: ETTLEMAN, ROBERT
ADDRESS : 36W837 WHISPERING TRAIL
MORTGAGE AMT: 420,000.00 CITY ST CHARLES
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 IL 60175
UNPAID BALANCE: 418,674.920 OPTION TO CONVERT : No
MONTHLY P&I: 3,775.08 ANNUAL RATE ADJUST: 0.000
LTV : 68.85000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253651 MORTGAGORS: LIAUTAUD, GREGORY
ADDRESS : 70 BLUFF ROAD
MORTGAGE AMT: 330,400.00 CITY TROUT VALLEY
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 IL 60013
UNPAID BALANCE: 329,334.760 OPTION TO CONVERT : No
MONTHLY P&I: 2,923.74 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080253669 MORTGAGORS: FAVIA, VITO
FAVIA, MILDRED
ADDRESS : 27W781 WASHINGTON AVENUE
MORTGAGE AMT: 254,500.00 CITY WINFIELD
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 IL 60190
UNPAID BALANCE: 252,906.790 OPTION TO CONVERT : No
MONTHLY P&I: 2,305.34 ANNUAL RATE ADJUST: 0.000
LTV : 89.30000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080254428 MORTGAGORS: KERHULAS, IKE
KERHULAS, NICKI
ADDRESS : 2966 CALLE FRONTERA
MORTGAGE AMT: 319,909.00 CITY SAN CLEMENT
:\
STATE/ZIP :\
LIFETIME RATE : 8.25000 CA 92673
UNPAID BALANCE: 319,909.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,103.57 ANNUAL RATE ADJUST: 0.000
LTV : 89.86208 OUTSIDE CONV DATE:
CURRENT INT 8.25000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080254469 MORTGAGORS: JOHNSEN, STANTON
JOHNSEN, STACEY
ADDRESS : 1959 EAST HICKORY VALLEY
MORTGAGE AMT: 228,000.00 CITY SANDY
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 UT 84092
UNPAID BALANCE: 228,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,081.33 ANNUAL RATE ADJUST: 0.000
LTV : 65.14286 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080254964 MORTGAGORS: DESMARAIS, MICHAEL
DESMARAIS, KAREN
ADDRESS : 16017 ROSE AVENUE
MORTGAGE AMT: 650,000.00 CITY LOS GATOS
:\
STATE/ZIP :\
LIFETIME RATE : 7.62500 CA 95030
UNPAID BALANCE: 650,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 6,071.84 ANNUAL RATE ADJUST: 0.000
LTV : 50.98039 OUTSIDE CONV DATE:
CURRENT INT 7.62500 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080257819 MORTGAGORS: CUFF, TERENCE
ADDRESS : 18 BELCREST
MORTGAGE AMT: 373,000.00 CITY LAGUNA NIGUel
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CA 92677
UNPAID BALANCE: 370,715.150 OPTION TO CONVERT : No
MONTHLY P&I: 3,431.32 ANNUAL RATE ADJUST: 0.000
LTV : 50.40541 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080257975 MORTGAGORS: CHUNG, KI
ADDRESS : 55 NORTHWOOD DRIVE
MORTGAGE AMT: 242,000.00 CITY SAN FRANCISCO
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 94112
UNPAID BALANCE: 238,096.370 OPTION TO CONVERT : No
MONTHLY P&I: 2,158.29 ANNUAL RATE ADJUST: 0.000
LTV : 67.03601 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080258387 MORTGAGORS: FREED, ROBERT
FREED, SHARON
ADDRESS : 2154 PASSEO DEL ORO
MORTGAGE AMT: 352,000.00 CITY SAN JOSE
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 95124
UNPAID BALANCE: 350,852.790 OPTION TO CONVERT : No
MONTHLY P&I: 3,090.54 ANNUAL RATE ADJUST: 0.000
LTV : 66.41509 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080258973 MORTGAGORS: KELLEHER, JUDY
ADDRESS : 2888 OCEAN DRIVE
MORTGAGE AMT: 350,000.00 CITY AVALON
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 NJ 08202
UNPAID BALANCE: 346,774.190 OPTION TO CONVERT : No
MONTHLY P&I: 3,219.73 ANNUAL RATE ADJUST: 0.000
LTV : 62.50000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 05/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080263023 MORTGAGORS: FIREMAN, ANDREW
FIREMAN, KRISTEN
ADDRESS : 626 WOODBROOK DRIVE
MORTGAGE AMT: 318,000.00 CITY AMBLER
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 PA 19002
UNPAID BALANCE: 316,974.740 OPTION TO CONVERT : No
MONTHLY P&I: 2,814.01 ANNUAL RATE ADJUST: 0.000
LTV : 78.52000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080263031 MORTGAGORS: TIGGES, MICHAEL
TIGGES, CHRISTINE
ADDRESS : 1325 EAST MAIN STREET
MORTGAGE AMT: 540,000.00 CITY GALLATIN
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 TN 37066
UNPAID BALANCE: 536,545.610 OPTION TO CONVERT : No
MONTHLY P&I: 4,816.01 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080263049 MORTGAGORS: VENKAT, SHYAM
VENKAT, SADHNA
ADDRESS : 18 SILVER LAKES DRIVE
MORTGAGE AMT: 775,000.00 CITY DARIEN
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CT 06820
UNPAID BALANCE: 772,581.370 OPTION TO CONVERT : No
MONTHLY P&I: 7,020.19 ANNUAL RATE ADJUST: 0.000
LTV : 68.89000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080263056 MORTGAGORS: CHAUDHARY, MOHAMMAD
CHAUDHARY, LUBNA
ADDRESS : 606 MARIEN SQUARE
MORTGAGE AMT: 410,000.00 CITY OAK BROOK
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 IL 60523
UNPAID BALANCE: 408,734.340 OPTION TO CONVERT : No
MONTHLY P&I: 3,742.74 ANNUAL RATE ADJUST: 0.000
LTV : 55.41000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080263064 MORTGAGORS: GOGOLA, BARBARA
GOGOLA, ZENON
ADDRESS : 71 MOUNT ARARAT ROAD
MORTGAGE AMT: 242,000.00 CITY QUINCY
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 MA 02169
UNPAID BALANCE: 241,252.950 OPTION TO CONVERT : No
MONTHLY P&I: 2,209.13 ANNUAL RATE ADJUST: 0.000
LTV : 49.90000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080263072 MORTGAGORS: JUNCK, MARY
GIBSON, RALPH
ADDRESS : 18475 DEER HILL ROAD
MORTGAGE AMT: 536,000.00 CITY PLEASANT VALLEY
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 IA 52722
UNPAID BALANCE: 534,327.240 OPTION TO CONVERT : No
MONTHLY P&I: 4,855.26 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080263080 MORTGAGORS: MCGOVERN, CANDACE
MCGOVERN, TIMOTHY
ADDRESS : 782 OCEAN AVE
MORTGAGE AMT: 323,000.00 CITY WEST HAVEN
:\
STATE/ZIP :\
LIFETIME RATE : 6.25000 CT 06516
UNPAID BALANCE: 321,912.810 OPTION TO CONVERT : No
MONTHLY P&I: 2,769.48 ANNUAL RATE ADJUST: 0.000
LTV : 77.83000 OUTSIDE CONV DATE:
CURRENT INT 6.25000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080263098 MORTGAGORS: GOICHMAN, LAWRENCE
GOICHMAN, JENNIFER
ADDRESS : 33 MEADOW WOOD DRIVE
MORTGAGE AMT: 723,000.00 CITY GREENWICH
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CT 06830
UNPAID BALANCE: 720,792.390 OPTION TO CONVERT : No
MONTHLY P&I: 6,651.05 ANNUAL RATE ADJUST: 0.000
LTV : 13.90000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080263106 MORTGAGORS: LARSON, ROBERT
LARSON, JANE
ADDRESS : 30 SOUTHGATE AVENUE
MORTGAGE AMT: 584,000.00 CITY ANNAPOLIS
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 MD 21401
UNPAID BALANCE: 582,197.210 OPTION TO CONVERT : No
MONTHLY P&I: 5,331.12 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080263114 MORTGAGORS: BAKER, CHAD
BAKER, DENNI
ADDRESS : 3332 QUAIL CREEK ROAD
MORTGAGE AMT: 264,000.00 CITY OKLAHOMA CITY
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 OK 73120
UNPAID BALANCE: 263,185.040 OPTION TO CONVERT : No
MONTHLY P&I: 2,409.96 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080263122 MORTGAGORS: FINCHER, JOHN
ADDRESS : 8502 HAVEN WAY
MORTGAGE AMT: 352,150.00 CITY SPRING
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TX 77375
UNPAID BALANCE: 351,014.630 OPTION TO CONVERT : No
MONTHLY P&I: 3,116.21 ANNUAL RATE ADJUST: 0.000
LTV : 74.93000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080263130 MORTGAGORS: USTRUCK, RONALD
USTRUCK, LINDA
ADDRESS : LOT 17 HILLTOP ESTATES
MORTGAGE AMT: 175,000.00 CITY CLARKSTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MI 48348
UNPAID BALANCE: 173,868.400 OPTION TO CONVERT : No
MONTHLY P&I: 1,548.59 ANNUAL RATE ADJUST: 0.000
LTV : 34.31000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080263148 MORTGAGORS: MCGAW, BRIAN
MCGAW, GEMMI
ADDRESS : 4 COUNTRY PLACE CIRCLE
MORTGAGE AMT: 262,000.00 CITY DALWORTHINGTON GRDNS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TX 76016
UNPAID BALANCE: 260,305.830 OPTION TO CONVERT : No
MONTHLY P&I: 2,318.46 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080263163 MORTGAGORS: COOK, JOHNNY
COOK, SUSAN
ADDRESS : 4342 CRYSTAL RIDGE
MORTGAGE AMT: 300,000.00 CITY MISSOURI CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TX 77459
UNPAID BALANCE: 299,032.770 OPTION TO CONVERT : No
MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080263189 MORTGAGORS: NORWOOD, RONALD
NORWOOD, KIMBERLY
ADDRESS : 311 MAGNA CARTA DR
MORTGAGE AMT: 307,800.00 CITY ST LOUIS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MO 63141
UNPAID BALANCE: 305,809.670 OPTION TO CONVERT : No
MONTHLY P&I: 2,723.75 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080264575 MORTGAGORS: ROUSSY, MARK
ROUSSY, JOANNE
ADDRESS : 1265 LOG HOLLOW POINT
MORTGAGE AMT: 341,000.00 CITY COLORADO SP
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CO 80906
UNPAID BALANCE: 339,947.350 OPTION TO CONVERT : No
MONTHLY P&I: 3,112.86 ANNUAL RATE ADJUST: 0.000
LTV : 76.62921 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080264591 MORTGAGORS: BRIDGE, RODNEY
ADDRESS : 368 WEST COUNTRYSIDE DRIV
MORTGAGE AMT: 413,000.00 CITY OREM
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 UT 84058
UNPAID BALANCE: 411,806.490 OPTION TO CONVERT : No
MONTHLY P&I: 3,946.84 ANNUAL RATE ADJUST: 0.000
LTV : 83.43434 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080264674 MORTGAGORS: STERNBERG, RICHARD
STERNBERG, JANET
ADDRESS : 39W399 SILVER GLEN RD.
MORTGAGE AMT: 468,000.00 CITY ST CHARLES
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 IL 60175
UNPAID BALANCE: 466,539.460 OPTION TO CONVERT : No
MONTHLY P&I: 4,239.29 ANNUAL RATE ADJUST: 0.000
LTV : 70.91000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080264690 MORTGAGORS: NEELY, JOHN
ADDRESS : 106 WEST JONES STREET
MORTGAGE AMT: 400,000.00 CITY SAVANNAH
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 GA 31401
UNPAID BALANCE: 398,696.350 OPTION TO CONVERT : No
MONTHLY P&I: 3,511.98 ANNUAL RATE ADJUST: 0.000
LTV : 78.43137 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080264708 MORTGAGORS: GODA, NARENDRAKUmar
GODA, JYOTSNA
ADDRESS : 3711 JERMANTOWN ROAD
MORTGAGE AMT: 270,000.00 CITY FAIRFAX
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 VA 22030
UNPAID BALANCE: 269,157.390 OPTION TO CONVERT : No
MONTHLY P&I: 2,445.74 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080265911 MORTGAGORS: IRVINE, JOHN
IRVINE, LESLIE
ADDRESS : 4393 CREEK WOOD CLOSE
MORTGAGE AMT: 552,450.00 CITY Atlanta
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 GA 30342
UNPAID BALANCE: 552,450.000 OPTION TO CONVERT : No
MONTHLY P&I: 5,121.28 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 08/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
LN # 0080270192 MORTGAGORS: BRADLEY, GRAEME
ADDRESS : 36 PEGASUS DRIVE
MORTGAGE AMT: 300,000.00 CITY COTO DE CAZ (AREA)
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 CA 92679
UNPAID BALANCE: 299,093.960 OPTION TO CONVERT : No
MONTHLY P&I: 2,781.04 ANNUAL RATE ADJUST: 0.000
LTV : 47.75549 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 07/01/14
RATE:
---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
--------------------------------------------------------------------------------
**** PAGE TOTALS NUM OF LOANS: 431 LOAN AMT: 152,532,
**** 424.00
P & I AMT: 1,373, UPB AMT: 151,405,
543.47 228.60
**** GRAND TOTALS NUM OF LOANS: 430 LOAN AMT: 152,532,424.00
****
P & I AMT: 1,373,543.47 UPB AMT: 151,405,228.60
EXHIBIT D
FORM OF SERVICER'S CERTIFICATE
----------------, ------
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Mortgage Pass-Through Certificates,
Series 1999-19
Pursuant to the Pooling and Servicing Agreement dated as of August 1, 1999
(the "Agreement") between GE Capital Mortgage Services, Inc. (the "Company"),
and State Street Bank and Trust Company (the "Trustee"), governing the
Certificates referred to above, the Company hereby certifies to the Trustee:
With respect to the Agreement and as of the Determination Date for this
month:
A. Mortgage Loan Information:
(1) Aggregate Scheduled Monthly Payments:
(a) Principal $________
(b) Interest $________
(c) Total $________
(2) Aggregate Monthly Payments received and Monthly
Advances made this Month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(3) Aggregate Principal Prepayments in part received and
applied in the applicable Prepayment Period:
(a) Principal $________
(b) Interest $________
(c) Total $________
(4) Aggregate Principal Prepayments in full received in
the applicable Prepayment Period:
(a) Principal $________
(b) Interest $________
(c) Total $________
(5) Aggregate Insurance Proceeds (including purchases
of Mortgage Loans by primary mortgage insurers) for
prior month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(6) Aggregate Liquidation Proceeds for prior month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(7) Aggregate Purchase Prices for Defaulted Mortgage
Loans:
(a) Principal $________
(b) Interest $________
(c) Total $________
(8) Aggregate Purchase Prices (and substitution
adjustments) for Defective Mortgage Loans:
(a) Principal $________
(b) Interest $________
(c) Total $________
(9) Pool Scheduled Principal Balance: $________
(10) Available Funds: $________
(11) Realized Losses for prior month: $________
(12) Aggregate Realized Losses and Debt Service
Reductions:
(a) Deficient Valuations $________
(b) Special Hazard Losses $________
(c) Fraud Losses $________
(d) Excess Bankruptcy Losses $________
(i) Debt Service Reductions $________
(ii) Deficient Valuations $________
(e) Excess Special Hazard Losses $________
(f) Excess Fraud Losses $________
(g) Debt Service Reductions $________
(13) Compensating Interest Payment: $________
(14) Accrued Certificate Interest, Unpaid Class Interest
Shortfalls and Pay-out Rate:
Class A $__________ $__________ ____%
Class M $__________ $__________ ____%
Class B1 $__________ $__________ ____%
Class B2 $__________ $__________ ____%
Class B3 $__________ $__________ ____%
Class B4 $__________ $__________ ____%
Class B5 $__________ $__________ ____%
Class R $__________ $__________ ____%
Class S $__________ $__________ ____%
(15) Accrual amount:
N/A
(16) Principal distributable:
Class A $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
(17) Additional distributions to the Class R Certificate
pursuant to Section 4.01(b):
Class R $__________
(18) Certificate Interest Rate of:
Class S Certificates __________%
(19) Distributions Allocable to Unanticipated Recoveries:
Class A $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $___________
Class B5 $__________
Class R $__________
B. Other Amounts:
1. Senior Percentage for such Distribution Date: _____________%
2. Senior Prepayment Percentage for such Distribution Date: _____________%
3. Junior Percentage for such Distribution Date: _____________%
4. Junior Prepayment Percentage for such Distribution Date: _____________%
5. Subordinate Certificate Writedown Amount for such Distribution Date: $_____________
6. Prepayment Distribution Triggers satisfied: Yes No
Class B1 _____ _____
Class B2 _____ _____
Class B3 _____ _____
Class B4 _____ _____
Class B5 _____ _____
7. Servicing Fee: $_____________
Capitalized terms used in this Certificate shall have the same meanings as
in the Agreement.
EXHIBIT E
FORM OF TRANSFER CERTIFICATE AS TO ERISA MATTERS FOR
DEFINITIVE ERISA-RESTRICTED CERTIFICATES
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
Boston, Massachusetts 02110
[NAME OF OFFICER] ______________________ hereby certifies that:
1. That he [she] is [title of officer] ___________________________________
of [name of Investor] _______________________________________ (the "Investor"),
a ________________________________ [description of type of entity] duly
organized and existing under the laws of the [State of ____________] [United
States], on behalf of which he [she] makes this affidavit.
2. The Investor (i) is not, and on ________________ [insert date of
transfer of Certificate to Investor] will not be, and on such date will not be
investing the assets of, an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan subject
to Section 4975 of the Code or (ii) is an insurance company investing assets of
its general account and the exemptions provided by Section III(a) of Department
of Labor Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July
12, 1995) (the "Exemptions") apply to the Investor's acquisition and holding of
any ERISA-Restricted Certificate. All capitalized terms used and not defined in
this certificate shall have the meanings ascribed thereto in the Agreement
referred to in paragraph 3 hereof.
3. The Investor hereby acknowledges that under the terms of the Pooling and
Servicing Agreement (the "Agreement") between State Street Bank and Trust
Company, as Trustee and GE Capital Mortgage Services, Inc., dated as of August
1, 1999, no transfer of any ERISA-Restricted Certificate shall be permitted to
be made to any Person unless the Trustee has received (i) a certificate from
such transferee to the effect that (x) such transferee is not an employee
benefit plan subject to ERISA or a plan subject to Section 4975 of the Code (a
"Plan") or a Person that is using the assets of a Plan to acquire any such
Certificate or (y) such transferee is an insurance company investing assets of
its general account and the Exemptions apply to such transferee's acquisition
and holding of any such Certificate or (ii) an opinion of counsel satisfactory
to the Trustee and the Company to the effect that the purchase and holding of
any such Certificate will not constitute or result in the assets of the Trust
Fund created by the Agreement being deemed to be "plan assets" subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code and will
not subject the Trustee or the Company to any obligation in addition to those
undertaken in the Agreement (provided, however, that the Trustee will not
require such certificate or opinion in the event that, as a result of change of
law or otherwise, counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of any such Certificate by a Plan or a
Person that is purchasing or holding any such Certificate with the assets of a
Plan will not constitute or result in a prohibited transaction under ERISA or
Section 4975 of the Code).
[4. The ERISA-Restricted Certificates shall be registered in the name of
______________________________________________ as nominee for the Investor.]
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] __________________ and its corporate seal to be hereunder attached,
attested by its [Assistant] Secretary, this ____ day of _________, 199_.
_______________________________________
[name of Investor]
By:____________________________________
Name:
Title:
The undersigned hereby
acknowledges that it is holding
and will hold the ERISA-Restricted
Certificates at the exclusive
direction of and as nominee of
the Investor named above.
_______________________________
[name of nominee]
By:____________________________
Name:
Title:
EXHIBIT F
FORM OF RESIDUAL CERTIFICATE TRANSFEREE AFFIDAVIT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], _________________ being first duly sworn, deposes and says:
1. That he [she] is [title of officer] ________________________ of [name of
Purchaser] _________________________________________ (the "Purchaser"), a
_________________ ____________________ [description of type of entity] duly
organized and existing under the laws of the [State of __________] [United
States], on behalf of which he [she] makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code") and will not be a "disqualified organization" as of ______________
[insert date of transfer of Residual Certificate to Purchaser], and that the
Purchaser is not acquiring a Residual Certificate (as defined below) for the
account of, or as agent (including a broker, nominee, or other middleman) for,
any person or entity from which it has not received an affidavit substantially
in the form of this affidavit. For these purposes, a "disqualified organization"
means the United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from federal income tax unless
such organization is subject to the tax on unrelated business income imposed by
Code Section 511. As used herein, "Residual Certificate" means any Certificate
designated as a "Class R Certificate" of GE Capital Mortgage Services, Inc.'s
REMIC Mortgage Pass-Through Certificates, Series 1999-19.
4. That the Purchaser is not, and on _____________ [insert date of transfer
of Residual Certificate to Purchaser] will not be, and is not and on such date
will not be investing the assets of, an employee benefit plan subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan
subject to Code Section 4975 or a person or entity that is using the assets of
any employee benefit plan or other plan to acquire a Residual Certificate.
5. That the Purchaser hereby acknowledges that under the terms of the
Pooling and Servicing Agreement (the "Agreement") between State Street Bank and
Trust Company, as Trustee, and GE Capital Mortgage Services, Inc., dated as of
August 1, 1999, no transfer of the Residual Certificates shall be permitted to
be made to any person unless the Trustee has received a certificate from such
transferee to the effect that such transferee is not an employee benefit plan
subject to ERISA or a plan subject to Section 4975 of the Code and is not using
the assets of any employee benefit plan or other plan to acquire Residual
Certificates.
6. That the Purchaser does not hold REMIC residual securities as nominee to
facilitate the clearance and settlement of such securities through electronic
book-entry changes in accounts of participating organizations (such entity, a
"Book-Entry Nominee").
7. That the Purchaser does not have the intention to impede the assessment
or collection of any federal, state or local taxes legally required to be paid
with respect to such Residual Certificate.
8. That the Purchaser will not transfer a Residual Certificate to any
person or entity (i) as to which the Purchaser has actual knowledge that the
requirements set forth in paragraph 3, paragraph 6 or paragraph 10 hereof are
not satisfied or that the Purchaser has reason to believe does not satisfy the
requirements set forth in paragraph 7 hereof, and (ii) without obtaining from
the prospective Purchaser an affidavit substantially in this form and providing
to the Trustee a written statement substantially in the form of Exhibit G to the
Agreement.
9. That the Purchaser understands that, as the holder of a Residual
Certificate, the Purchaser may incur tax liabilities in excess of any cash flows
generated by the interest and that it intends to pay taxes associated with
holding such Residual Certificate as they become due.
10. That the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
Person that holds a Residual Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or successor
form at the time and in the manner required by the Code or (iii) is a Non-U.S.
Person that has delivered to both the transferor and the Trustee an opinion of a
nationally recognized tax counsel to the effect that the transfer of such
Residual Certificate to it is in accordance with the requirements of the Code
and the regulations promulgated thereunder and that such transfer of a Residual
Certificate will not be disregarded for federal income tax purposes. "Non-U.S.
Person" means an individual, corporation, partnership or other person other than
(i) a citizen or resident of the United States; (ii) a corporation (or entity
treated as a corporation for tax purposes) created or organized in the United
States or under the laws of the United States or of any state thereof,
including, for this purpose, the District of Columbia; (iii) a partnership (or
entity treated as a partnership for tax purposes) organized in the United States
or under the laws of the United States or of any state thereof, including, for
this purpose, the District of Columbia (unless provided otherwise by future
Treasury regulations); (iv) an estate whose income is includible in gross income
for United States income tax purposes regardless of its source; or (v) a trust,
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more U.S. Persons have authority to
control all substantial decisions of the trust. Notwithstanding the last clause
of the preceding sentence, to the extent provided in Treasury regulations,
certain trusts in existence on August 20, 1996, and treated as U.S. Persons
prior to such date, may elect to continue to be U.S. Persons.
11. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of any Residual Certificate to such a "disqualified organization," an
agent thereof, a Book-Entry Nominee, or a person that does not satisfy the
requirements of paragraph 7 and paragraph 10 hereof.
12. That the Purchaser consents to the designation of the Company as its
agent to act as "tax matters person" of the Trust Fund, pursuant to the Pooling
and Servicing Agreement.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] this _____ day of __________, 19__.
_______________________________
[name of Purchaser]
By:______________________________
Name:
Title:
Personally appeared before me the above-named [name of officer]
________________, known or proved to me to be the same person who executed the
foregoing instrument and to be the [title of officer] _________________ of the
Purchaser, and acknowledged to me that he [she] executed the same as his [her]
free act and deed and the free act and deed of the Purchaser.
Subscribed and sworn before me this _____ day of __________, 19__.
NOTARY PUBLIC
______________________________
COUNTY OF_____________________
STATE OF______________________
My commission expires the _____ day of __________, 19__.
EXHIBIT G
[LETTER FROM TRANSFEROR OF RESIDUAL CERTIFICATE]
-------------------
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Mortgage Pass-Through
Certificates, Series 1999-19
----------------------------------
Ladies and Gentlemen:
_______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no actual
knowledge that such affidavit is not true and has no reason to believe that the
information contained in paragraph 7 thereof is not true, and has no reason to
believe that the Transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate. In addition, the Transferor has conducted a
reasonable investigation at the time of the transfer and found that the
Transferee had historically paid its debts as they came due and found no
significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due.
Very truly yours,
-------------------------------
Name:
Title:
EXHIBIT H
ADDITIONAL SERVICER COMPENSATION
QUALIFIED ADMINISTRATIVE EXPENSES
(Conventional, Non-Conforming Loans)
Assumption Fees $550 - $800
Late Charges Per Loan Documents
Appraisal/Inspection Fees Reasonable and Customary
Charges
Partial Release Fees $300
Easements $150
Insufficient Funds Charges $15
Document Requests (copies of loan file
documents, additional pay-off quotations,
amortization schedules, payment histories) $0
Modification Fees Reasonable and Customary
Charges
EXHIBIT I
FORM OF INVESTMENT LETTER FOR
DEFINITIVE RESTRICTED CERTIFICATES
--------------------
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Mortgage Pass Through
Certificates, Series 1999-19
----------------------------------
Ladies and Gentlemen:
1. The undersigned, a [title of officer] _______________ of [name of
Investor] _________________________________________ (the "Investor"), a
_________________________________ [description of type of entity] duly
organized and existing under the laws of the [State of __________________]
[United States], hereby certifies as follows:
2. The Investor hereby acknowledges that under the terms of the Pooling and
Servicing Agreement between State Street Bank and Trust Company, as Trustee, and
GE Capital Mortgage Services, Inc. (the "Company"), dated as of August 1, 1999
(the "Agreement"), no transfer of a Restricted Certificate may be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "Securities Act"), and any applicable state securities
laws, or is made in accordance with the Securities Act and such laws.
3. The Investor understands that (a) the Restricted Certificates have not
been and will not be registered or qualified under the Securities Act, or the
securities laws of any state, (b) neither the Company nor the Trustee is
required, and neither intends, to so register or qualify the Restricted
Certificates, (c) the Restricted Certificates cannot be resold unless (i) they
are registered and qualified under the Securities Act and the applicable state
securities laws or (ii) such sale is exempt from the requirements of the
Securities Act, (d) the Agreement contains restrictions regarding the transfer
of the Restricted Certificates and (e) the Restricted Certificates will bear a
legend to the foregoing effect.
4. The Investor is acquiring the Restricted Certificates for its own
account for investment only and not with a view to or for sale or other transfer
in connection with any distribution of the Restricted Certificates in any manner
that would violate the Securities Act or any applicable state securities laws.
5. The Investor (a) is a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters, and in
particular in such matters related to securities similar to the Restricted
Certificates, such that it is capable of evaluating the merits and risks of
investment in the Restricted Certificates, (b) is able to bear the economic
risks of such an investment and (c) is an "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) promulgated pursuant to the
Securities Act.
6. The Investor will not authorize nor has it authorized any person to (a)
offer, pledge, sell, dispose of or otherwise transfer any Restricted
Certificate, any interest in any Restricted Certificate or any other similar
security to any person in any manner, (b) solicit any offer to buy or to accept
a pledge, disposition or other transfer of any Restricted Certificate, any
interest in any Restricted Certificate or any other similar security from any
person in any manner, (c) otherwise approach or negotiate with respect to any
Restricted Certificate, any interest in any Restricted Certificate or any other
similar security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner, or (e) take
any other action that would constitute a distribution of any Restricted
Certificate under the Securities Act, that would render the disposition of any
Restricted Certificate a violation of Section 5 of the Securities Act or any
state securities law, or that could require registration or qualification
pursuant thereto. Neither the Investor nor anyone acting on its behalf has
offered the Restricted Certificates for sale or made any general solicitation by
means of general advertising or in any other manner with respect to the
Restricted Certificates. The Investor will not sell or otherwise transfer any of
the Restricted Certificates, except in compliance with the provisions of the
Agreement.
7. If an Investor in a Restricted Certificate sells or otherwise transfers
any such Certificate to a transferee other than a "qualified institutional
buyer" under Rule 144A of the Securities Act, such Investor will obtain (a) from
any subsequent purchaser the same certifications, representations, warranties
and covenants contained in the foregoing paragraphs and in this paragraph or (b)
an opinion of counsel in form and substance satisfactory to the Trustee pursuant
to the Agreement.
8. The Investor hereby indemnifies the Trustee and the Company against any
liability that may result if the Investor's transfer of a Restricted Certificate
(or any portion thereof) is not exempt from the registration requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws. Such indemnification of the Trustee
and the Company shall survive the termination of the Agreement.
[9. The Restricted Certificates shall be registered in the name of
_____________________________ as nominee for the Investor.]
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] _____________ this _____ day of __________, 19__.
_______________________________
[name of Investor]
By:______________________________
Name:
Title:
The undersigned hereby
acknowledges that it is holding
and will hold the Restricted
Certificates at the exclusive
direction of and as nominee
of the Investor named above.
_____________________________
[name of nominee]
By:__________________________
Name:
Title:
EXHIBIT J
FORM OF DISTRIBUTION DATE STATEMENT
-----------------, ------
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Mortgage Pass-Through Certificates,
Series 1999-19
Pursuant to the Pooling and Servicing Agreement dated as of August 1, 1999
(the "Agreement") between GE Capital Mortgage Services, Inc. (the "Company"),
and State Street Bank and Trust Company (the "Trustee"), governing the
Certificates referred to above, the Company hereby certifies to the Trustee:
With respect to the Agreement and as of the Determination Date for this
month:
The amounts below are for a Single Certificate of $1,000:
(1) Amount of distribution allocable to principal:
Class A $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
(2) Aggregate principal prepayments included in distribution:
Class A $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
(3) Amount of distribution allocable to interest; Pay-out Rate:
Class A $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
Class S $__________ ____%
(4) Accrual Amount:
N/A
(5) Amount of distribution allocable to Unanticipated Recoveries:
Class A $__________ ____%
Class PO $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
(6) Servicing Compensation: $__________
The amounts below are for the aggregate of all Certificates:
(7) Pool Scheduled Principal Balance; number
of Mortgage Loans: $__________ __________
(8) Class Certificate Principal Balance (or Notional Principal Balance)
of each Class; Certificate Principal
Balance (or Notional Principal Balance) of
Single Certificate of each Class:
Single
Certificate
Class Balance Balance
----- ------- -----------
Class A $__________ $__________
Class PO $__________ $__________
Class M $__________ $__________
Class B1 $__________ $__________
Class B2 $__________ $__________
Class B3 $__________ $__________
Class B4 $__________ $__________
Class B5 $__________ $__________
Class R $__________ $__________
Class S $__________ $__________
(9) Book value of real estate acquired on
behalf of Certificateholders; number of
related Mortgage Loans: $__________ __________
(10) Aggregate Scheduled Principal Balance and
number of delinquent Mortgage Loans:
30-59 days delinquent $__________ __________
60-89 days delinquent $__________ __________
90 or more days delinquent $__________ __________
In foreclosure $__________ __________
(11) Aggregate Scheduled Principal Balance and
number of replaced Mortgage Loans: $__________ __________
(12) Certificate Interest Rate of:
Class S Certificate: __________%
(13) Senior Percentage for such Distribution
Date: __________%
(14) Senior Prepayment Percentage for such
Distribution Date: __________%
(15) Junior Percentage for such Distribution
Date: __________%
(16) Junior Prepayment Percentage for such
Distribution Date: __________%
Capitalized terms used in this Statement shall have the same meanings as in
the Agreement.
EXHIBIT K
FORM OF SPECIAL SERVICING
AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of ____________________, 199_, between GE Capital
Mortgage Services, Inc. (the "Company") and _____________________________ (the
"Purchaser").
PRELIMINARY STATEMENT
___________________________ or an affiliate thereof is the holder of the
entire interest in REMIC Mortgage Pass-Through Certificates, Series 199_-__,
Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of ________ 1, 199_ between the Company (in its capacity as
servicer thereunder, the "Servicer") and State Street Bank and Trust Company as
Trustee.
____________________________ or an affiliate thereof intends to resell all
of the Class B_ Certificates directly to the Purchaser on or promptly after the
date hereof.
In connection with such sale, the parties hereto have agreed that the
Company, as Servicer, will engage in certain special servicing procedures
relating to foreclosures for the benefit of the Purchaser, and that the
Purchaser will deposit funds in a collateral fund to cover any losses
attributable to such procedures as well as all advances and costs in connection
therewith, as set forth herein.
[The parties hereto have further agreed that the Purchaser will have no
rights, and the Company will have no obligations under this Agreement until the
Class Certificate Principal Balance of the REMIC Mortgage Pass-Through
Certificates, Series 199_-__, Class B5 (the "Class B5 Certificates") has been
reduced to zero, and any Special Servicing and Collateral Fund Agreement in
respect of such Class between the Company and the Purchaser has been
terminated.]
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser upon the acquisition by the
Purchaser of the Class B_ Certificates.
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday of (ii) a day
on which banking institutions in New York City or Boston, Massachusetts are
required or authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) repurchase agreements on
obligations specified in clause (i) provided that the unsecured obligations of
the party agreeing to repurchase such obligations are at the time rated by each
Rating Agency in the highest long-term rating category, (iii) federal funds,
certificates of deposit, time deposits and banker's acceptances of any U.S.
depository institution or trust company incorporated under the laws of the
United States or any state provided that the debt obligations of such depository
institution or trust company at the date of acquisition thereof have been rated
by each Rating Agency in the highest long-term rating category, (iv) commercial
paper of any corporation incorporated under the laws of the United States or any
state thereof which on the date of acquisition has the highest short term rating
of each Rating Agency, and (v) other obligations or securities that are
acceptable to each Rating Agency as a Collateral Fund Permitted Investment
hereunder and will not, as evidenced in writing, result in a reduction or
withdrawal in the then current rating of the Certificates and, for each of the
preceding clauses, the maturity thereof shall be not later than the earlier to
occur of (A) 30 days from the date of the related investment and (B) the
Business Day preceding the next succeeding Distribution Date.
Commencement of Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, the posting, publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above and, upon the consent of the Purchaser which will
be deemed given unless expressly withheld within two Business Days of
notification, (y) the acceptance of a deed-in-lieu of foreclosure (whether in
connection with a sale of the related property or otherwise) or (z) initiation
and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser as nearly contemporaneously as
practicable to the time of the Purchaser's election, prepared based on the
Company's customary requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustments for all
withdrawals and deposits prior to such date pursuant to Section 2.02(e)) and
Section 2.03(b) (after adjustment for all withdrawals and deposits prior to such
date pursuant to Section 2.03(c)) and Section 3.02, reduced by all withdrawals
therefrom prior to such date pursuant to Section 2.02(g) and Section 2.03(d).
Section 1.02. Definitions Incorporated by Reference. All capitalized terms
not otherwise defined in this Agreement shall have the meanings assigned in the
Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01. Reports and Notices.
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Company as Servicer shall provide to the Purchaser the following notices and
reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, as Servicer, shall
provide to the Purchaser a report, using the same methodology and
calculations in its standard servicing reports, indicating for the Trust
Fund the number of Mortgage Loans that are (A) thirty days, (B) sixty days,
(C) ninety days or more delinquent or (D) in foreclosure, and indicating
for each such Mortgage Loan the loan number and outstanding principal
balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall provide the Purchaser with a notice (sent
by facsimile transmission) of such proposed and imminent foreclosure,
stating the loan number and the aggregate amount owing under the Mortgage
Loan. Such notice may be provided to the Purchaser in the form of a copy of
a referral letter from the Company to an attorney requesting the
institution of foreclosure or a copy of a request to foreclose received by
the Company from the related primary servicer which has been approved by
the Company.
(b) If requested by the Purchaser, the Company shall make its servicing
personnel available (during their normal business hours) to respond to
reasonable inquiries, in writing by facsimile transmission, by the Purchaser in
connection with any Mortgage Loan identified in a report under subsection (a)(i)
or (a)(ii) which has been given to the Purchaser, provided, that (1) the Company
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the Company shall respond
within five Business Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, the Company shall provide to the
Purchaser such information as the Purchaser may reasonably request concerning
each Mortgage Loan that is at least sixty days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof,
provided, that the Company shall only be required to provide information that is
readily accessible to its servicing personnel and is non-confidential.
Section 2.02. Purchaser's Election to Delay Foreclosure Proceedings.
(a) The Purchaser shall be deemed to direct the Company that in the event
that the Company does not receive written notice of the Purchaser's election
pursuant to subsection (b) below within 24 hours (exclusive of any intervening
non-Business Days) of transmission of the notice provided by the Company under
Section 2.01(a)(ii) subject to extension as set forth in Section 2.02(b), the
Company may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Company) or
(ii) with notice to the Purchaser if the Company has reached the terms of a
forbearance agreement with the borrower. In such latter case the Company may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of notification.
(b) In connection with any Mortgage Loan with respect to which a notice
under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may
elect to instruct the Company to delay the Commencement of Foreclosure until
such time as the Purchaser determines that the Company may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
The Purchaser shall send a copy of such notice of election to each Rating Agency
as soon as practicable thereafter. Such 24-hour period shall be extended for no
longer than an additional four Business Days after the receipt of the
information if the Purchaser requests additional information related to such
foreclosure within such 24-hour period; provided, however, that the Purchaser
will have at least one Business Day to make such election following its receipt
of any requested additional information. Any such additional information shall
(i) not be confidential in nature and (ii) be obtainable by the Company from
existing reports, certificates or statements or otherwise be readily accessible
to its servicing personnel. The Purchaser agrees that it has no right to deal
with the mortgagor. However, if the Company's normal foreclosure policies
include acceptance of a deed-in-lieu of foreclosure or short payoff, the
Purchaser will be notified and given two Business Days to respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as
soon as practicable, and shall provide the Company with a copy of such Current
Appraisal.
(d) Within two Business Days of making any Election to Delay Foreclosure,
the Purchaser shall remit by wire transfer to the Trustee, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to the sum of
(i) 125% of the greater of the Scheduled Principal Balance of the Mortgage Loan
and the value shown in the Current Appraisal referred to in subsection (c) above
(or, if such Current Appraisal has not yet been obtained, the Company's estimate
thereof, in which case the required deposit under this subsection shall be
adjusted upon obtaining such Current Appraisal), and (ii) three months' interest
on the Mortgage Loan at the applicable Mortgage Rate. If any Election to Delay
Foreclosure extends for a period in excess of three months (such excess period
being referred to herein as the "Excess Period"), the Purchaser shall remit by
wire transfer in advance to the Trustee for deposit in the Collateral Fund the
amount of each additional month's interest, as calculated by the Company, equal
to interest on the Mortgage Loan at the applicable Mortgage Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit the above amounts
relating to the Mortgage Loan within two Business Days of (i) the Election to
Delay Foreclosure or (ii) the beginning of the related Excess Period, as the
case may be.
(e) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company or the Trustee may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the Company for
all related Monthly Advances and Liquidation Expenses thereafter made by the
Company as Servicer in accordance with the Pooling and Servicing Agreement. To
the extent that the amount of any such Liquidation Expense is determined by the
Company based on estimated costs, and the actual costs are subsequently
determined to be higher, the Company or the Trustee may withdraw the additional
amount from the Collateral Fund to reimburse the Company. In the event that the
Mortgage Loan is brought current by the mortgagor, the amounts so withdrawn from
the Collateral Fund shall be redeposited therein as and to the extent that
reimbursement therefor from amounts paid by the mortgagor is not prohibited
pursuant to the Pooling and Servicing Agreement as of the date hereof. Except as
provided in the preceding sentence, amounts withdrawn from the Collateral Fund
to cover Monthly Advances and Liquidation Expenses shall not be redeposited
therein or otherwise reimbursed to the Purchaser. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
previous withdrawals and deposits pursuant to this subsection and after
reimbursement to the Servicer for all related Monthly Advances) shall be
released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company shall continue to service the
Mortgage Loan in accordance with its customary procedures (other than the delay
in Commencement of Foreclosure as provided herein). If and when, following such
election, the Purchaser shall notify the Company that it believes that it is
appropriate to do so, the Company shall proceed with the Commencement of
Foreclosure; provided that, in any event, if the Mortgage Loan is not brought
current by the mortgagor by the time the loan becomes 6 months delinquent, the
Purchaser's election shall no longer be effective, unless the Purchaser shall
have purchased the related Mortgage Loan promptly following (and in any event
not later than the third Business Day after) the end of such 6-month period in
the manner provided in the following two sentences, and the Company shall be
entitled to proceed with the Commencement of Foreclosure. Any purchase of such
Mortgage Loan by the Purchaser pursuant to the preceding sentence shall be at a
purchase price equal to the unpaid principal balance of the Mortgage Loan plus
accrued interest at the Mortgage Rate from the date last paid by the mortgagor.
Such purchase price shall be deposited by the Purchaser into the Collateral Fund
in immediately available funds on the Business Day which is the date of purchase
and the Purchaser shall instruct the Trustee (with notice to the Company) to
withdraw such amount therefrom on such Business Day and remit the same to the
Trust Fund for application as Liquidation Proceeds pursuant to the Pooling and
Servicing Agreement. Following such withdrawal, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
previous withdrawals and deposits pursuant to this Agreement and after
reimbursement to the Servicer for all related Monthly Advances) shall be
released to the Purchaser.
(g) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Delay Foreclosure and as to which
the Company proceeded with the Commencement of Foreclosure in accordance with
subsection (f) above, the Company shall calculate the amount, if any, by which
the value shown on the Current Appraisal obtained under subsection (c) exceeds
the actual sales price obtained for the related Mortgaged Property (net of
Liquidation Expenses and unreimbursed Monthly Advances related to the extended
foreclosure period), and the Company or the Trustee shall withdraw the amount of
such excess from the Collateral Fund and shall remit the same to the Trust Fund
for application as additional Liquidation Proceeds pursuant to the Pooling and
Servicing Agreement. After making such withdrawal, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
withdrawals and deposits pursuant to subsection (e) and after reimbursement to
the Servicer for all related Monthly Advances) shall be released to the
Purchaser.
Section 2.03. Purchaser's Election to Commence Foreclosure Proceedings.
(a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
proceed with the Commencement of Foreclosure as soon as practicable. Such
election must be evidenced by written notice received by the Company by 5:00
p.m., New York City time, on the third Business Day following the delivery of
such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Trustee, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current Scheduled
Principal Balance of the Mortgage Loan and three months' interest on the
Mortgage Loan at the applicable Mortgage Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all withdrawals and deposits
pursuant to subsection (c) below) shall be released to the Purchaser. The terms
of this Agreement will no longer apply to the servicing of any Mortgage Loan
upon the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Foreclose, the Company shall continue to service the Mortgage Loan
in accordance with its customary procedures. In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidation Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection. The Company shall not be required to proceed
with the Commencement of Foreclosure if (i) the same is stayed as a result of
the mortgagor's bankruptcy or is otherwise barred by applicable law, or to the
extent that all legal conditions precedent thereto have not yet been complied
with, or (ii) the Company believes there is a breach of representations or
warranties by the Company, which may result in a repurchase or substitution of
such Mortgage Loan, or (iii) the Company has or expects to have the right under
the Pooling and Servicing Agreement to purchase the defaulted Mortgage Loan and
intends to exercise such right or (iv) the Company reasonably believes the
Mortgaged Property may be contaminated with or affected by hazardous wastes or
hazardous substances (and the Company supplies the Purchaser with information
supporting such belief) or (v) the same is prohibited by or is otherwise
inconsistent with the provisions of the Pooling and Servicing Agreement. Any
foreclosure that has been initiated may be discontinued (i) without notice to
the Purchaser if the Mortgage Loan has been brought current or if a refinancing
or prepayment occurs with respect to the Mortgage Loan (including by means of a
short payoff approved by the Purchaser) or (ii) with notice to the Purchaser if
the Company has reached the terms of a forbearance agreement unless instructed
otherwise by the Purchaser within two Business Days of notification.
(d) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Foreclose and as to which the
Company proceeded with the Commencement of Foreclosure in accordance with
subsection (c) above, the Company shall calculate the amount, if any, by which
the Scheduled Principal Balance of the Mortgage Loan at the time of liquidation
(plus all unreimbursed Monthly Advances and Liquidation Expenses in connection
therewith other than those previously paid from the Collateral Fund) exceeds the
actual sales price obtained for the related Mortgaged Property, and the Company
or the Trustee shall withdraw the amount of such excess from the Collateral Fund
and shall remit the same to the Trust Fund for application as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund (after
adjustment for all withdrawals and deposits pursuant to subsection (c) above and
after reimbursement to the Servicer for all related Monthly Advances) in respect
of such Mortgage Loan shall be released to the Purchaser.
Section 2.04. Termination.
(a) With respect to all Mortgage Loans included in the Trust Fund, the
Purchaser's right to make any Election to Delay Foreclosure or any Election to
Foreclose and the Company's obligations under Section 2.01 shall terminate on
the earliest to occur of the following: (i) at such time as the Class
Certificate Principal Balance of the Class B_ Certificates has been reduced to
zero, (ii) if the greater of (x) 43% (or such lower or higher percentage that
represents the Company's actual loss experience with respect to the Mortgage
Loans) of the aggregate principal balance of all Mortgage Loans that are in
foreclosure or are more than 90 days delinquent on a contractual basis and the
aggregate book value of REO properties or (y) the aggregate amount that the
Company estimates through its normal servicing practices will be required to be
withdrawn from the Collateral Fund with respect to Mortgage Loans as to which
the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclose exceeds (z) the then-current Class Certificate Principal Balance of
the Class B_ Certificates, or (iii) upon any transfer by the Purchaser of any
interest (other than the minority interest therein, but only if the transferee
provides written acknowledgment to the Company of the Purchaser's right
hereunder and that such transferee will have no rights hereunder) in the Class
B_ Certificates [or in the Class B5 Certificates] (whether or not such transfer
is registered under the Pooling and Servicing Agreement), including any such
transfer in connection with a termination of the Trust Fund. Unless earlier
terminated as set forth herein, this Agreement and the respective rights,
obligations and responsibilities of the Purchaser and the Company hereunder
shall terminate immediately upon (x) the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
(10) Business Days' notice or (y) the occurrence of any event that results in
the Purchaser becoming an "affiliate" of the Trustee within the meaning of the
Prohibited Transaction Exemption (as defined in the Pooling and Servicing
Agreement).
(b) The Purchaser's rights pursuant to Section 2.02 or 2.03 of this
Agreement shall terminate with respect to a Mortgage Loan as to which the
Purchaser has exercised its rights under Section 2.02 or 2.03 hereof, upon
Purchaser's failure to deposit any amounts required pursuant to Section 2.02(d)
or 2.03(b) after one Business Day's notice of such failure.
Section 2.05. Notification. The Purchaser shall promptly notify the Trustee
and the Company if such Purchaser becomes aware of any discussions, plans or
events that might lead to such Person's becoming an "affiliate" (within the
meaning of the Prohibited Transaction Exemption) of the Trustee, provided that
the contents of any such notification shall be kept confidential by the parties
to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund. Upon payment by the Purchaser of the initial
amount required to be deposited in the Collateral Fund pursuant to Article II,
the Company shall request the Trustee to establish and maintain with the Trustee
a segregated account entitled "REMIC Mortgage Pass-Through Certificates 199_-__
Collateral Fund, for the benefit of GE Capital Mortgage Services, Inc. and State
Street Bank and Trust Company on behalf of Certificateholders, as secured
parties" (the "Collateral Fund"). Amounts held in the Collateral Fund shall
continue to be the property of the Purchaser, subject to the first priority
security interest granted hereunder for the benefit of such secured parties,
until withdrawn from the Collateral Fund pursuant to the Section 2.02 or 2.03
hereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute to the Purchaser all amounts remaining in the Collateral Fund
together with any investment earnings thereon (after giving effect to all
withdrawals therefrom permitted under this Agreement).
The Purchaser shall not take or direct the Company or the Trustee to take
any action contrary to any provision of the Pooling and Servicing Agreement. In
no event shall the Purchaser (i) take or cause the Trustee or the Company to
take any action that could cause any REMIC established under the Pooling and
Servicing Agreement to fail to qualify as a REMIC or cause the imposition on any
such REMIC of any "prohibited transaction" or "prohibited contribution" taxes or
(ii) cause the Trustee or the Company to fail to take any action necessary to
maintain the status of any such REMIC as a REMIC.
Section 3.02. Collateral Fund Permitted Investments. The Company shall, at
the written direction of the Purchaser, direct the Trustee to invest the funds
in the Collateral Fund in the name of the Trustee in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently then quarterly.
In the absence of any direction, the Company shall direct the Trustee select
such investments in accordance with the definition of Collateral Fund Permitted
Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be promptly deposited by the Purchaser in
the Collateral Fund. The Company shall periodically (but not more frequently
than monthly) direct the Trustee to distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefor in the Collateral Fund,
equal to the amount by which the balance of the Collateral Fund, after giving
effect to all other distributions to be made from the Collateral Fund on such
date, exceeds the Required Collateral Fund Balance. Any amounts so distributed
shall be released from the lien and security interest of this Agreement.
Section 3.03. Grant of Security Interest. In order to secure the
obligations of the Purchaser hereunder to the Company and the Trustee for the
benefit of Certificateholders (other than its obligations under Section 4.10),
the Purchaser hereby grants to the Company and to the Trustee for the benefit of
the Certificateholders a security interest in and lien on all of the Purchaser's
right, title and interest, whether now owned or hereafter acquired, in and to:
(1) the Collateral Fund, (2) all amounts deposited in the Collateral Fund and
Collateral Fund Permitted Investments in which such amounts are invested (and
the distributions and proceeds of such investments) and (3) all cash and
non-cash proceeds of any of the foregoing, including proceeds of the voluntary
or involuntary conversion thereof (all of the foregoing collectively, the
"Collateral").
The Purchaser acknowledges the lien on and security interest in the
Collateral for the benefit of the Company and the Trustee on behalf of the
Certificateholders. The Purchaser shall take all actions requested by the
Company or the Trustee as may be reasonably necessary to perfect the security
interest created under this Agreement in the Collateral and cause it to be prior
to all other security interests and liens, including the execution and delivery
to the Company or at its direction the Trustee for filing of appropriate
financing statements in accordance with applicable law.
Section 3.04. Collateral Shortfalls. In the event that amounts on deposit
in the Collateral Fund at any time are insufficient to cover any withdrawals
therefrom that the Company or the Trustee is then entitled to make hereunder,
the Purchaser shall be obligated to pay such amounts to the Company or the
Trustee immediately upon demand. Such obligation shall constitute a general
corporate obligation of the Purchaser. The failure to pay such amounts within
two Business Days of such demand (except for amounts to cover interest on a
Mortgage Loan pursuant to Sections 2.02(d) and 2.03(b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment. This Agreement may be amended from time to time by
the Company and the Purchaser by written agreement signed by the Company and the
Purchaser provided that no such amendment shall have a material adverse effect
on the holders of other Classes of Certificates.
Section 4.02. Counterparts. This Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 4.03. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 4.04. Notices. All demands, notices and direction hereunder shall
be in writing or by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company, with respect to notices pursuant to
Sections 2.02 and 2.03 hereto,
GE Capital Mortgage Services, Inc.
4680 Hallmark Parkway
San Bernardino, California 92407
Attention: Ken Scheller
Telephone: (909) 880-4608
Facsimile: (909) 473-2273
with respect to all other notices pursuant to this Agreement,
GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey 08002
Attention: General Counsel
Telephone: (609) 661-6515
Facsimile: (609) 661-6875
or such other address as may hereafter be furnished in writing by the
Company, or
(b) in the case of the Purchaser, with respect to notices pursuant to
Section 2.01,
________________________________
________________________________
________________________________
Attention:______________________
Telephone:______________________
Facsimile:______________________
with respect to all other notices pursuant to this Agreement,
________________________________
________________________________
________________________________
Attention:______________________
Telephone:______________________
Facsimile:______________________
or such other address as may hereafter be furnished in writing by the
Purchaser, or
(c) in the case of the Trustee,
State Street Bank and Trust Company
Corporate Trust Department
8th Floor
225 Franklin Street
Boston, Massachusetts 02110
Attention: Karen Beard
Telephone: (617) 664-5465
Facsimile: (617) 664-5167
Section 4.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever, including regulatory, held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
Section 4.06. Successor and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and the
respective successors and assigns of the parties hereto; provided, however, that
the rights under this Agreement cannot be assigned by the Purchaser without the
consent of the Company.
Section 4.07. Article and Section Headings. The article and section
headings herein are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.
Section 4.08. Third Party Beneficiaries. The Trustee on behalf of
Certificateholders is the intended third party beneficiary of this Agreement.
Section 4.09. Confidentiality. The Purchaser agrees that all information
supplied by or on behalf of the Company pursuant to Section 2.01 or 2.02,
including individual account information, is the property of the Company and the
Purchaser agrees to use such information solely for the purposes set forth in
this Agreement and to hold such information confidential and not to disclose
such information.
Section 4.10. Indemnification. The Purchaser agrees to indemnify and hold
harmless the Company against any and all losses, claims, damages or liabilities
to which it may be subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
actions taken by the Company in accordance with the provisions of this Agreement
and which actions conflict or are alleged to conflict with the Company's
obligations under the Pooling and Servicing Agreement. The Purchaser hereby
agrees to reimburse the Company on demand for the reasonable legal or other
expenses incurred by it in connection with investigating or defending any such
loss, claim, damage, liability or action.
[Section 4.11. Delayed Effectiveness. The Purchaser agrees that,
notwithstanding any other provision of this Agreement, the Purchaser shall have
no rights hereunder, and the Company shall have no obligations hereunder, until
the Class Certificate Principal Balance of the Class B5 Certificates has been
reduced to zero and any Special Servicing and Collateral Fund Agreement between
the Company and the Purchaser relating to such Class B5 Certificates has been
terminated.]
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.
GE CAPITAL MORTGAGE SERVICES, INC.
By:________________________________
Name:
Title:
[PURCHASER]
By:________________________________
Name:
Title:
Acknowledged and agreed to:
STATE STREET BANK AND TRUST COMPANY
By:___________________________________
Name:
Title:
EXHIBIT L
FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT
I, _________________________________________, being duly sworn, do hereby
state under oath that:
1. I am a duly elected ______________________ of GE Capital Mortgage
Services, Inc. (the "Company") and am duly authorized to make this affidavit.
2. This affidavit is being delivered in connection with the transfer of the
Mortgage Loan described in Paragraph 3 hereof by the Company pursuant to the
Pooling and Servicing Agreement dated as of [date] between the Company, Seller
and Servicer, and State Street Bank and Trust Company, Trustee, relating to the
Company's REMIC Mortgage Pass-Through Certificates, Series [____] ("Agreement").
Such Mortgage Loan constitutes a Designated Loan.
3. The Company is the payee under the following described Mortgage Note
("Mortgage Note") which evidences the obligation of the borrower(s) to repay the
Mortgage Loan:
Loan Number: ___________________________________
Mortgage Note Date:_____________________________
Borrower(s): ___________________________________
Original Payee (if not the Company): ___________
Original Amount:________________________________
Mortgage Rate: _________________________________
Address of Mortgaged Property: _________________
________________________________________________
4. The Company is the lawful owner of the Mortgage Note and has not
cancelled, altered, assigned or hypothecated the Mortgage Note.
5. A thorough and diligent search for the executed original Mortgage Note
was undertaken and was unsuccessful.
6. Attached hereto is a true and correct copy of the Mortgage Note.
7. The Mortgage Note has not been endorsed by the Company in any manner
inconsistent with its transfer of the Mortgage Loan under the Agreement.
8. Without limiting the generality of the rights and remedies of the
Trustee contained in the Agreement, the Company hereby confirms and agrees that
in the event the inability to produce the executed original Mortgage Note
results in a breach of the representations and warranties appearing in Agreement
subsections 2.03(a)(ii) (the validity and enforceability of the lien created by
the Mortgage Loan) or (x) (no valid offset, defense or counterclaim to any
Mortgage Note or Mortgage), the Company shall repurchase the Mortgage Loan at
the Purchase Price and otherwise in accordance with Section 2.03(b) of the
Agreement. In addition, the Company covenants and agrees to indemnify the
Trustee and the Trust Fund from and hold them harmless against any and all
losses, liabilities, damages, claims or expenses (other than those resulting
from negligence or bad faith of the Trustee) arising from the Company's failure
to have delivered the Mortgage Note to the Trustee, including without limitation
any such losses, liabilities, damages, claims or expenses arising from any
action to enforce the indebtedness evidenced by the Mortgage Note or any claim
by any third party who is the holder of such indebtedness by virtue of
possession of the Mortgage Note.
9. In the event that the Company locates the executed original Mortgage
Note, it shall promptly provide the Mortgage Note to the Trustee.
10. Capitalized terms not otherwise defined herein shall have the meanings
given them in the Agreement.
Date: _______________________
______________________________
(signature)
______________________________
(print name)
______________________________
(print title)
State of New Jersey )
)ss:
)
On this ____________________day of ___________________, 199__, before me
appeared ____________________________, to me personally known, who acknowledged
the execution of the foregoing and who, having been duly sworn states that
he/she is a/the ______________________________of GE Capital Mortgage Services,
Inc., that any representations therein contained are true, that this Lost Note
Affidavit was signed and sealed on behalf of GE Capital Mortgage Services, Inc.
and that this Lost Note Affidavit is the free act and deed of GE Capital
Mortgage Services, Inc.
_________________________________
(Notary Public)
[Notarial Seal]
EXHIBIT M
SCHEDULE OF DESIGNATED LOANS
NONE
EXHIBIT N
SCHEDULE OF PLEDGED ASSET MORTGAGE LOANS
NONE
EXHIBIT O
SENIOR PRINCIPAL PRIORITIES
third, to the classes of senior certificates entitled to principal
distributions, in reduction of the aggregate class certificate principal
balances (the "Class Certificate Principal Balances") thereof, to the extent of
remaining Available Funds, concurrently as follows:
(1) to the Class A and Class R Certificates, the Senior Optimal Principal
Amount for such Distribution Date, in the following order of priority:
(a) to the Class R Certificate, until the Class Certificate Principal
Balance thereof has been reduced to zero; and
(b) to the Class A Certificates, until the Class Certificate Principal
Balance thereof has been reduced to zero; and
(2) to the Class PO Certificates, the Class PO Principal Distribution
Amount for such Distribution Date, until the Class Certificate Principal Balance
thereof has been reduced to zero;
